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EXHIBIT 3.5
ARTICLES OF INCORPORATION
OF
SPI Holdings, Inc.
The undersigned who, if a natural person,, is eighteen (18) years or
older, hereby forms a corporation, under and pursuant to the statutes of the
State of Colorado, and adopts the following Articles of Incorporation:
ARTICLE I
The name of the Corporation is SPI Holdings, Inc.
ARTICLE II
A. The Corporation shall have and may exercise all of the rights, powers
and privileges now or hereafter conferred upon corporations organized under the
laws of the State of Colorado. In addition, the Corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The Corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.
ARTICLE III
This Corporation shall have perpetual existence, which existence shall
commence upon the filing of these Articles of Incorporation with the Secretary
of State of the State of Colorado.
ARTICLE IV
A. The aggregate number of shares which the Corporation shall have
authority to issue is Five Million (5,000,000) shares of common stock of no par
value and Two Million (2,000,000) shares of preferred stock of no par value
("Board Designated Preferred Stock"). The shares of common stock shall have
unlimited voting rights and shall constitute the sole voting group of the
Corporation, except to the extent any additional voting group or groups may
hereafter be established. The Board of Directors of the Corporation may
determine, in whole or in part, the preferences, limitations, and relative
rights of the Board Designated Preferred Stock, within the limits set forth in
Section 7-106-101 of the Colorado Business Corporation Act, of any class of the
Board Designated Preferred Stock, before the issuance of any shares of that
class, or one or more series within a class of the Board Designated Preferred
Stock before the issuance of any shares of that series. The Board of Directors
may issue, in one or more classes or series, shares of the Board Designated
Preferred Stock with full, limited, multiple, fractional or no voting rights,
and with such designations, preferences, qualifications, privileges,
limitations,
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restrictions, options, conversion rights, or other special or relative rights as
shall be fixed from time to time by the Board of Directors, except for and
subject to, in each case, the limits set forth in Section 7-106-101 of the
Colorado Business Corporation Act and in accordance with the provisions and
requirements of Section 7-106-102 of the Colorado Business Corporation Act.
B. Each shareholder of record shall have one vote for each share of
common stock standing in his name on the books of the Corporation and entitled
to vote. In the election of directors, cumulative voting shall not be allowed.
C. Shareholders shall not have the preemptive right to acquire unissued
shares, unless otherwise provided by a written agreement with the Corporation.
Such provision shall apply to both shares outstanding and to newly issued
shares.
D. At. all meetings of the shareholders a majority of the votes entitled
to be cast on a matter by a voting group, represented in person or by proxy,
shall constitute a quorum of that voting group.
ARTICLE V
A. The address of the initial registered office of the Corporation is
370 17th Street, Suite 2300, Denver, Colorado 80202.
B. The name of the initial registered agent for the Corporation at such
address is Bruce L. Rogers.
C. The address of the initial principal office of the Corporation is 370
17th Street, Suite 2300, Denver, Colorado 80202.
ARTICLE VI
A. The personal liability of a director to the Corporation or its
shareholders is limited to the fullest extent permitted by the laws of the State
of Colorado. Any repeal or modification of this Article VI shall not adversely
affect any right or protection of a director hereunder existing at the time of
such repeal or modification.
B. The Corporation shall indemnify all persons to the extent and in the
manner permitted by the provisions of the Colorado Business Corporation Act, as
amended from time to time, subject to any expansion or limitation of such
indemnification as may be set forth in the bylaws of the Corporation or any
shareholders' or directors' resolution or by contract.
ARTICLE VII
The number of persons constituting the board of directors of the
Corporation shall be fixed by the Bylaws of the Corporation. The initial board
of directors shall consist of three (3) members, and the names and addresses of
such persons who are to serve as directors until the
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first annual meeting of shareholders, or until their successors shall have been
elected and qualified, is as follows:
Name Address
Mark M. King 370 17th Street
Suite 2300
Denver, Colorado 80202
Bruce L. Rogers 370 17th Street
Suite 2300
Denver, Colorado 80202
Charles R. Gwirtsman 50 S. Steele
Suite 777
Denver, CO 80209
ARTICLE VIII
The right is expressly reserved to amend, alter, change or repeal any
provision or provisions contained in these Articles of Incorporation or any
Article herein in any manner or respect now or hereafter permitted or provided
by the Colorado Business Corporation Act, and the rights of all officers,
directors and shareholders are expressly made subject to such reservation.
ARTICLE IX
The name and address of the incorporator of this Corporation is Darren
R. Hensley, % Ballard Spahr Andrews & Ingersoll, 1225 17th Street, Suite 2300,
Denver, Colorado 80202.
Executed this 14th day of November, 1996
/S/ Darren R. Hensley
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Darren R. Hensley
The undersigned hereby consents to the appointment as the initial
registered agent for SPI Holdings, Inc.
/S/ Bruce L. Rogers
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Bruce L. Rogers
Initial Registered Agent
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