Exhibit 3.5
State of Maine
----------
Certificate of Organization of a Corporation under the General Law
----------
The undersigned, officers of a corporation organized at Waterville, Maine
at a meeting of the signers of the articles of agreement therefor, duly called
and held at Waterville in the County of Kennebec on Monday the 24th day of July
A.D. 1967 hereby certify as follows:
The name of said corporation is MID STATE MACHINE PRODUCTS
The purposes of said corporation are to engage in the manufacture of every kind
and type and design of personal property, whatsoever, by any and every method
and means now in use or to be developed and used in the future and in relation
thereto, without limiting or qualifying the same and in general, to engage in
the business of transportation of raw materials, finished products, freight of
every description whatsoever by means of automobiles, motor busses, motor
trucks, airplanes, vehicles of every kind however propelled; to do generally in
all and every other thing necessary and incident to the enjoyment of the powers
and privileges hereingranted, to operate and maintain establishments for the
servicing of said manufactured goods, whether manufactured by this corporation
under this charter or any other person or corporation or other charter, or
partnership or other legal entity, and to store, repair, rent or lease all such
personal property and to purchase and sell and to transport all fuels and
accessories necessary for the carrying on of the business of said manufactured,
and to do all and everything necessary, suitable and proper for the
accomplishment of the above purposes or attainment of any of the above objects,
or the furtherance of any of the powers herein before set forth, either alone or
in association with any other corporations, firms, or individuals, and to do
every other act or acts, thing, or things incidental or pertinent to, or going
out of, or connected with the aforesaid business or powers for any part or parts
thereof, to borrow money or to make and issue notes, bonds, or indentures,
obligations and evidences of indebtedness of all kinds whether secured by
mortgage, pledged or otherwise, without limit as to amount and to secure the
same as by the mortgage, pledge, or otherwise, and generally to make and form
agreements and contracts of every kind and description, on and to the same
extent as a natural person might or could do, to purchase or otherwise acquire
or to hold or maintain, work, develop, sell, lease, exchange, hire, convey
mortgage or otherwise dispose of and deal in lands and lease holds in any
interest and real property or personal property or mixed property, or
franchises, or rights or licenses and privileges necessary, convenient or
appropriate to any or all of the purposes herein before expressed. The business
or purpose of the company is from time to time to do any one or more of the acts
and things hereinabove set forth, and it shall have power to conduct and carry
on its business, or any part thereof and to have one or more offices and
manufacturing establishments, or warehouses, or any other structure to house any
of its legitimate and lawful functions above described, and to exercise all or
any of its corporate powers and rights in any state in the United States and the
District of Columbia; all of the foregoing, provided that the same be not
inconsistent with the laws under which this corporation is organized.
The amount of capital stock is 100 Shares
The amount of common stock is 100 Shares
The amount of preferred stock is 0
The amount of capital stock already paid in is 0
The par value of the shares is 0
The names and addresses of the owners of said shares are as follows:
================================================================================
NO. OF SHARES
NAMES ADDRESSES COMMON PREFERRED
================================================================================
S. Douglas Sukeforth R#3 Waterville, Maine 20
Rita Sukeforth R#3 Waterville, Maine 10
Curtis L. Young R#3 Waterville, Maine 20
Patricia E. Young R#3 Waterville, Maine 10
Jerome G. Daviau 50 Main St., Waterville 1
Said corporation is located at North Vassalboro in the County of Kennebec
The number of directors is four and their names are
S. Douglas Sukeforth Rita C. Sukeforth
Curtis L. Young Patricia E. Young
The name of the clerk is Jerome G. Daviau and his residence is 50 Main St.,
Waterville, Me.
The undersigned, S. Douglas Sukeforth is president; the undersigned, Curtis L.
Young of R#3 Waterville, Maine is Secretary/treasurer; and the undersigned
(Street) (City or Town)
/s/ S. Douglas Sukeforth
/s/ Rita C. Sukeforth
/s/ Curtis L. Young
/s/ Patricia E. Young
are a majority of the directors of said corporation.
Witness our hands this 24th day of July A.D. 1967
/s/ S. Douglas Sukeforth President.
/s/ Curtis L. Young Treasurer.
/s/ S. Douglas Sukeforth
/s/ Curtis L. Young Directors.
/s/ Patricia E. Young
/s/ Rita C. Sukeforth
Kennebec SS. July 24th, A.D. 1967
Then personally appeared S. Douglas Sukeforth, Rita C. Sukeforth,
Curtis L. Young and Patricia Young
and severally made oath to the foregoing certificate, that the same is true.
Before me,
/s/ [Illegible]
Justice of the Peace.
----------
State of Maine
----------
Attorney General's Office, August 8 A.D. 1967
I hereby certify that I have examined the foregoing certificate, and the
same is properly drawn and signed, and is conformable to the constitution and
laws of the State.
/s/ [Illegible]
Assistant Attorney General.
STATE OF MAINE
Office of Secretary of State
Augusta, Sept. 7, 1967
A copy of the Record of the within certificate of organization, duly certified
by the Register of Deeds of Kennebec County, has this day been received and
filed in this office.
Recorded in Vol. 208 Page 50 of Records of Corporations.
ATTEST:
/s/ Joseph V. Edgar
-------------------
Secretary of State
COPY
[Name of Corporation]
- --------------------------------------------------------------------------------
MID STATE MACHINE PRODUCTS
- --------------------------------------------------------------------------------
----------
Kennebec SS.
- --------------------------------------------------------------------------------
Registry of Deeds.
Received August 21 1967 at 11 h. m. A.M
Recorded in Vol. 1298 Page 496
ATTEST:
/s/ Miss W. Jackson
- --------------------------------------------------------------------------------
Deputy Register
----------
STATE OF MAINE
----------
Office of Secretary of State
Augusta, ________ 19
Received and filed this day.
ATTEST:
- --------------------------------------------------------------------------------
Secretary of State.
Recorded in Vol. Page
Filing Fee (See Sec.1401) This Space For Use By
For Use By The Secretary of State
Secretary of State
STATE OF MAINE MAINE
SECRETARY OF STATE
File No. 208 - 50 ARTICLES OF AMENDMENT FILED
--------- (Amendment by Shareholders
Fee Paid $5.00 Voting as One Class) August 17, 1973
-------- ------------------------
C.B. 85 OF /s/ [Illegible]
--------- -------------------------
Date 8-17-73 MID STATE MACHINE PRODUCTS [Illegible]
--------- -------------------------- AGENT
A true copy attest:
/s/ [Illegible]
-------------------------
Agent
Pursuant to 13-A MRSA ss.ss.805 and 807, the undersigned corporation adopts
these Articles of Amendment.
FIRST: All outstanding shares of the corporation were entitled to vote on
the following amendment as one class.
SECOND: The amendment to the Articles of Incorporation of the corporation
set out in Exhibit A attached hereto was adopted by the shareholders thereof at
a meeting legally called and held on January 2, 1973.
THIRD: On said date, the number of shares outstanding and entitled to vote
on such amendment, and the number of shares voted for and against said
amendment, respectively, were as follows:
Number of Shares Outstanding
and Entitled to Vote Voted For Voted Against
- ---------------------------- --------- -------------
100 100 none
-------------------- --------- -------------
Totals 100 100 none
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which the same shall be effected is
contained in Exhibit B attached hereto, if it is not set forth in the amendment
itself.
*FIFTH: If such amendment effects a change in the number or par values of
authorized shares the number of shares which the corporation has authority to
issue after giving effect to such amendment is as follows:
Series Number Par Value
Class (If Any) of Shares (If Any)
- ----- -------- --------- --------
The aggregate par value of all such shares (of all classes and series) having
par value is $____________.
The total number of all such shares (of all classes and series) without par
value is ____________ shares.
SIXTH: The address of the registered office of the corporation in the
State of Maine is 18 Silver Street, Waterville, Maine
-----------------------------------
(street, city and zip code)
Dated: August 15, 1973
----------------------------------------
MID STATE MACHINE PRODUCTS **
---------------------------------
(name of corporation)
Legibly print or type name
and capacity of all signers By /s/ Jerome G. Daviau
13-A MRSA ss.104. ------------------------------
Jerome G. Daviau, Clerk
---------------------------------
(type or print name and capacity)
I certify that I have custody of the minutes
showing the above action by the
shareholders.
By
-------------------------------
---------------------------------
(type or print name and capacity)
/s/ [Illegible]
- -------------------------------------
(clerk, secretary or asst. secretary)
NOTE: This form should not be used if any class of shares entitled to vote as a
separate class for any of the reasons set out in ss.806, or because the
articles so provide. For vote necessary for adoption see ss.805.
- ------------------------------
* To be completed only if Exhibit A or B do not give this required
information.
** The name of the corporation should be typed, and the document must be
signed by (1) the Clerk or (2) by the President or a vice-president and by
the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are no
such officers, then by a majority of the directors or by such directors as
may be designated by a majority of directors then in office or (4) if
there are no such directors, then by the holders, or such of them as may
be designated by the holders, of record of a majority of all outstanding
shares entitled to vote thereon or (5) by the holders of all of the
outstanding shares of the corporation.
EXHIBIT A
At a special meeting of the stockholders of Mid State Machine
Products, a corporation existing under the laws of the State of Maine and having
a principal place of business in Waterville, Maine, the following amendment to
the Articles of Incorporation was unanimously approved:
It is hereby voted to amend the Articles and the By-Laws of Mid
State Machine Products so as to reduce the number of directors from
three to two in accordance with the new Maine Corporate Laws.
- --------------------------------
FOR USE BY THE MAINE
SECRETARY OF STATE STATE OF MAINE SECRETARY OF STATE
CHANGE OF CLERK OR FILED
File No. 208-50 REGISTERED OFFICE OR BOTH
------ OF April 22, 1975
Fee Paid $5.00 -------------------
------ MID STATE MACHINE PRODUCTS
C.B. 75C1601 --------------------------
------- /s/ Linwood F. Ress
Date 4-25-75 -------------------
------- AGENT
- -------------------------------
Pursuant to 13-A MRSA Section 304 the undersigned corporation advises you of
the following change(s):
FIRST: The name and business address of its present clerk are
Jerome G. Daviau, 50 Main Street, Waterville, Maine.
- ----------------------------------------------------
(street, city, state and zip code)
SECOND: The name and business address of its successor clerk* are
Robert J. Daviau, 18 Silver Street, Waterville, Maine.
- ------------------------------------------------------
(street, city, state and zip code)
THIRD: Upon a change in clerk this must be completed:
(x) Such change was authorized by the board of directors and the
power to make such change is not reserved to the shareholders
by the articles or the bylaws.
( ) Such change was authorized by the shareholders. (Complete the
following)
I certify that I have custody of the minutes showing the
above action by the shareholders.
/s/ Robert J. Daviau
-----------------------------------------
(clerk, secretary or assistant secretary)
MID STATE MACHINE PRODUCTS**
----------------------------------------
(name of corporation)
Dated: February 26, 1975 By /s/ Robert J. Daviau
----------------- ----------------------------------------
Robert J. Daviau, Clerk
Legibly print or type ----------------------------------------
name and capacity of (type or print name and capacity)
all signers
13-A MRSA Section 104.
By
----------------------------------------
----------------------------------------
(type or print name and capacity)
- ----------------------------
*The clerk of a domestic corporation must be a person resident in Maine. The
business address of the clerk and the registered office must be identical.
**The name of the corporation should be typed, and the document must be
signed by (1) the Clerk OR (2) by the President or a vice-president and by
the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are no
such officers, then by a majority of the directors or by such directors as
may be designated by a majority of directors then in office or (4) if
there are no such directors, then by the holders, or such of them as may
be designated by the holders, of record of a majority of all outstanding
shares entitled to vote thereon or (5) by the holders of all of the
outstanding shares of the corporation.
- --------------------------------
FOR USE BY THE MAINE
SECRETARY OF STATE STATE OF MAINE SECRETARY OF STATE
NOTIFICATION BY CLERK OF FILED
File No. 208-50 CHANGE IN NAME OR
------ REGISTERED OFFICE April 23, 1979
Fee Paid $5.00 ----------------------
------
C.B. 79C1291
------- /s/ James S. Henderson
Date 5-8-79 ----------------------
------- AGENT
Pursuant to 13-A MRSA Section 304(6), the undersigned clerk for one or
more domestic corporations gives notice of the following change of name or
registered office of each corporation listed in item FIFTH:
---------------------
FIRST: Name of clerk* appearing on the record in Secretary of State's
office ROBERT J. DAVIAU
----------------
SECOND: New name of clerk, if name has changed
-------------------------
THIRD: Address of former registered office 18 Silver Street
-----------------------------
Waterville, ME 04901
----------------------------------
(street, city, state and zip code)
FOURTH: Address of new registered office One Center Street
-------------------------------
Waterville, ME 04901
----------------------------------
(street, city, state and zip code)
FIFTH: Notice of the above change in name and/or change in registered
office has been sent to each of the following corporations by the undersigned
as clerk of each:
ALLEN LOGGING INC.
------------------------------------------
DUMAS, INC.
------------------------------------------
JOHN'S LUMBER COMPANY
------------------------------------------
JOHN W. JOHNSON, INC.
------------------------------------------
L.J.L. PIZZA SUPPLY COMPANY, INC.
------------------------------------------
LARSEN'S WRECKER SERVICE, INC.
------------------------------------------
MID STATE MACHINE PRODUCTS
------------------------------------------
PENOBSCOT NURSING HOME
------------------------------------------
RANCOURT'S BUILDING MAINTAINANCE CO., INC.
------------------------------------------
Dated: April 20, 1979
--------------
/s/ Robert J. Daviau
--------------------
(clerk's signature)
Robert J. Daviau
--------------------
(type or print name)
- --------------------------
* The clerk of a domestic corporation must be a natural person resident in
Maine.
Filing Fee (See Sec.1401)
This Space For Use By
For Use By The Secretary of State
Secretary of State STATE OF MAINE MAINE
SECRETARY OF STATE
File No. 208 - 50 ARTICLES OF AMENDMENT FILED
------------- (Amendment by Shareholders
Fee Paid $10 + $10 Voting as One Class) January 10, 1978
------------ -------------------------
C.B. 355 OF /s/ Doris Hayes
------------- -------------------------
Date 1-12-80 MID STATE MACHINE PRODUCTS AGENT
----------------
A true copy attest:
/s/ Doris Hayes
-------------------------
Agent
Pursuant to 13-A MRSA ss.ss.805 and 807, the undersigned corporation adopts
these Articles of Amendment.
FIRST: All outstanding shares of the corporation were entitled to vote on
the following amendment as one class.
SECOND: The amendment to the Articles of Incorporation of the corporation
set out in Exhibit A attached hereto was adopted by the shareholders thereof at
a meeting legally called and held on December 30, 1977.
THIRD: On said date, the number of shares outstanding and entitled to vote
on such amendment, and the number of shares voted for and against said
amendment, respectively, were as follows:
Number of Shares Outstanding
and Entitled to Vote Voted For Voted Against
- ---------------------------- --------- -------------
100 100 none
-------------------- --------- -------------
Totals 100 100 none
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which the same shall be effected is
contained in Exhibit B attached hereto, if it is not set forth in the amendment
itself.
*FIFTH: If such amendment effects a change in the number or par values of
authorized shares the number of shares which the corporation has authority to
issue after giving effect to such amendment is as follows:
Series Number Par Value
Class (If Any) of Shares (If Any)
- ----- -------- --------- --------
Common 100 no par
Preferred 900 no par
The aggregate par value of all such shares (of all classes and series) having
par value is $ none.
The total number of all such shares (of all classes and series) without par
value is 1000 shares.
SIXTH: The address of the registered office of the corporation in the
State of Maine is 18 Silver Street, Waterville, Maine 04901
-----------------------------------------
(street, city and zip code)
Dated: December 30, 1977
--------------------------
MID STATE MACHINE PRODUCTS **
-----------------------------
(name of corporation)
Legibly print or type name By /s/ Robert J. Daviau
and capacity of all signers ----------------------------
13-A MRSA ss.104. (signature)
Robert J. Daviau, Clerk
------------------------------
(type or print name and
capacity)
I certify that I have custody of the minutes
showing the above action by the
shareholders. By
----------------------------
(signature)
/s/ Robert J. Daviau
- ------------------------------ ------------------------------
(signature of clerk, secretary (type or print name and
or asst. secretary) capacity)
NOTE: This form should not be used if any class of shares entitled to vote as a
separate class for any of the reasons set out in ss.806, or because the
articles so provide. For vote necessary for adoption see ss.805.
- ------------------------------
* To be completed only if Exhibit A or B do not give this required
information.
** The name of the corporation should be typed, and the document must be
signed by (1) the Clerk or (2) by the President or a vice-president and by
the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are no
such officers, then by a majority of the directors or by such directors as
may be designated by a majority of directors then in office or (4) if
there are no such directors, then by the holders, or such of them as may
be designated by the holders, of record of a majority of all outstanding
shares entitled to vote thereon or (5) by the holders of all of the
outstanding shares of the corporation.
SPECIAL MEETING OF STOCKHOLDERS
MID STATE MACHINE PRODUCTS
A special meeting of the stockholders of the corporation was held on
December 30, 1977, at 10:00 a.m. at the offices of Daviau, Jabar & Batten, 18
Silver Street, Waterville, Maine. Present were S. Douglas Sukeforth and Rita
Sukeforth, being the owners of all of the stock of Mid State Machine Products.
The purpose of the meeting was to amend the Articles of Incorporation as
originally drawn and the following amendment was unanimously adopted:
RESOLVED: That the Articles of Incorporation of Mid State Machine Products
is amended to allow said corporation to issue 900 shares of preferred
stock over and above the original 100 shares of common stock for a total
of 1000 shares.
As there was no further actions to discuss, the meeting was duly
ADJOURNED.
Dated: December 30 ,1977
/s/ Rita Sukeforth
--------------------------
Rita Sukeforth - Secretary
EXHIBIT A
Filing Fee (See Sec. 1401)
This Space For Use By
Secretary of State
For Use By The
Secretary of State STATE OF MAINE MAINE
SECRETARY OF STATE
File No. 670164D ARTICLES OF AMENDMENT FILED
------------ (Amendment by Shareholders
Fee Paid: $90 - $10 Voting as One Class) July 15, 1985
------------ ----------------------
C.B. --- OF /s/ Carol E. Hanks
------------ ----------------------
Date: 8-9-85 MID STATE MACHINE PRODUCTS Secretary of State
------------
Pursuant to 13 A MRSA Sections 805 and 807, the undersigned corporation
adopts these Articles of Amendment.
FIRST: All outstanding shares of the corporation were entitled to vote
on the following amendment as one class.
SECOND: The amendment to the Articles of Incorporation of the corporation
set out in Exhibit A attached hereto was adopted by the shareholders thereof
at a meeting legally called and held on July 12, 1985.
THIRD: On said date, the number of shares outstanding and entitled to
vote on such amendment and the number of shares voted for and against said
amendment, respectively, were as follows:
Number of Shares Outstanding
and Entitled to Vote Voted For Voted Against
---------------------------- --------- -------------
100 100
Totals ------------------------- --------- -------------
100 100
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which the same shall be effected
is contained in Exhibit B attached hereto, if it is not set forth in the
amendment itself.
FIFTH: If such amendment effects a change in the number or par values
of authorized shares the number of shares which the corporation has authority
to issue after giving effect to such amendment is as follows:
Series Number Par Value
Class (If Any) of Shares (If Any)
----- -------- --------- ----------
Common 100,000 none
The aggregate par value of all such shares (of all classes and series)
HAVING PAR VALUE IS $ None
---------
The total number of all such shares (of all classes and series) WITHOUT PAR
VALUE is 100,000 shares
----------
SIXTH: The address of the registered office of the corporation in the
State of Maine is One Center St., Waterville, ME 04901
--------------------------------------
(Street, City and Zip Code)
Dated July 12, 1985
----------------------
MID STATE MACHINE PRODUCTS
--------------------------------
Legibly print or type name (name of corporation)
and capacity of all signers
13-A MRSA Section 104. By: /s/ Robert J. Daviau
--------------------------------
(signature)
Robert J. Daviau, Esq.--Clerk
--------------------------------
(type or print name and capacity)
I certify that I have custody of
the minutes showing the above By:------------------------------
action by the shareholders. (signature)
/s/ Robert J. Daviau ---------------------------------
- --------------------------------- (type or print name and capacity)
(signature of clerk, secretary or
asst. secretary)
NOTE: This form should not be used if any class of shares entitled to vote
as a separate class for any of the reasons set out in Section 806, or
because the articles so provide. For vote necessary for adoption see
Section 805.
- -----------------------------------------
*To be completed only if Exhibit A or B do not give this required
information.
**The name of the corporation should be typed, and the document must be signed
by (1) the Clerk OR (2) by the President or a vice-president and by the
Secretary or an assistant secretary or such other officer as the bylaws may
designate as a second certifying officer or (3) if there are no such
officers, then by a majority of the directors or by such directors as may
be designated by a majority of directors then in office or (4) if there are
no such directors, then by the holders, or such of them as may be designated
by the holders, of record of a majority of all outstanding shares entitled
to vote thereon or (5) by the holders of all of the outstanding shares of
the corporation.
EXHIBIT A
SPECIAL MEETING OF STOCKHOLDERS
MID STATE MACHINE PRODUCTS
A special meeting of the stockholders of Mid State Machine Products was
held at the offices of Daviau, Jabar & Batten, One Center Street, Waterville,
Maine, on July 12, 1985, at 2:00 p.m. All stockholders were present. The
purpose of the meeting was to amend the Articles of Incorporation as
originally drawn and to increase the number of shares authorized from 100
shares of no par to 100,000 shares of no par stock. The following amendment
was unanimously approved:
RESOLVED: The authorized capital stock of Mid State Machine Products
shall be increased from 100 shares of no par to 100,000 shares of no par
stock.
As there was no further business to discuss, the meeting was duly
ADJOURNED.
Dated: July 12, 1985
/s/ Robert J. Daviau
-----------------------------
Robert J. Daviau, Clerk
- -------------------------- ---------------------------------
For Use By The For Use By The Secretary of State
Secretary of State FILED
July 24, 1986
File No. 670164D ---------------------------
--------------- [illegible]
Fee Paid $10.00 ---------------------------
--------------- Deputy Secretary of State
C.B. ------ ---------------------------
-------------------- A True Copy When Attested
Date JUL 31 1986 By Signature
--------------------
--------------------------
- -------------------------- Deputy Secretary of State
----------------------------------
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment by Shareholders
Voting as One Class)
Pursuant to 13-A MRSA Sections 805 and 807, the undersigned
corporation adopts these Articles of Amendment:
FIRST: All outstanding shares were entitled to vote on the following
amendment as ONE class.
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders (Circle One)
A. at a meeting legally called and held on, OR
X B. by unanimous written consent on July 18, 1986.
THIRD: Shares outstanding and entitled to vote and shares voted for and
against said amendment were:
Number of Shares Outstanding NUMBER NUMBER
and Entitled to Vote Voted for Voted Against
---------------------------- --------- -------------
100 100 -0-
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set forth
in the amendment itself.
FIFTH: (Complete if Exhibits do not give this information.) If the
amendment changes the number or par values of authorized shares,
the number of shares the corporation has authority to issue
thereafter, is as follows:
Class Series (If Any) Number of Shares Par Value (If Any)
----- --------------- ---------------- ------------------
Common Class A * 50,000 NP
Common Class B 50,000 NP
The aggregate par value of all such shares (of all classes and
series) HAVING PAR VALUE AT $ .
-------------
The total number of all such shares (of all classes and series)
WITHOUT PAR VALUE IS shares.
------------------
SIXTH: Address of the registered office in Maine:
One Center Street, Waterville, ME 04901
-----------------------------------------------------------
(Street, city and zip code)
Mid State Machine Products
-----------------------------------------------------------
(Name of Corporation -- Typed or Printed)
By* /s/ Robert J. Daviau
-----------------------------------------------------------
Robert J. Daviau, Clerk
-----------------------------------------------------------
(type or print name and company)
By*
--------------------------------------------------------
(signature)
-----------------------------------------------------------
(type or print name and capacity)
- -----------------------------------
MUST BE COMPLETED FOR VOTE OF
SHAREHOLDERS
- -----------------------------------
I certify that I have custody of the
minutes showing the above action by
the shareholders.
/s/ Robert J. Daviau
- -----------------------------------
(signature of clerk)
- -----------------------------------
Dated: July 23, 1986
---------------------------
*In addition to any certification of custody of minutes this document must be
signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the
SECRETARY, an assistant secretary or other officer the bylaws designate as
second certifying officer or (3) if no such officers, a majority of the
directors or such directors designated by a majority of directors then in
office or (4) if no directors, the holders, or such of them designated by
the HOLDERS OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to
vote thereon or (5) the HOLDERS OF ALL OUTSTANDING SHARES.
NOTE: This form should not be used if any class of shares is entitled to vote
as a separate class for any of the reasons set out in section 806, or because
the articles so provide. For vote necessary for adoption see Section 803.
EXHIBIT A
VOTED: To repeal all provisions of the Articles of Incorporation
(formerly called Certificate of Organization) relating to the
authorized shares of capital stock of this Corporation,
including without limitation, the Articles of Amendment filed
in the Office of the Secretary of State of Maine on January 10,
1978, and July 15, 1985, and, pursuant to the provision of
Section 805(5) of the Maine Business Corporations Act, to adopt
the following authorized capital stock provisions in
substitution for the authorized capital stock provisions
heretofore contained in the Articles of Incorporation of this
Corporation as amended, to wit:
Capital Stock Provisions
------------------------
The total number of shares of all classes of stock which the corporation
shall have authority to issue is 100,000 shares without par value, of which
50,000 shares shall be Class A common stock and 50,000 shares shall be Class
B common stock. The powers, designations, preferences and rights, and the
qualifications, limitations and restrictions of the Class A common stock and
Class B common stock shall be as follows:
Except as otherwise provided by law, all voting rights shall be vested
exclusively in the Class A common stock, which shall be entitled to one vote
per share. In all other respects, including without limitation, dividends and
rights upon liquidation, each share of Class A common stock and Class B
common stock shall be equal.
VOTED: That the 100 shares of the Common Capital Stock, without par
value, of this Corporation issued and outstanding immediately
prior to the effectiveness of the foregoing vote (such issued
and outstanding Common Capital Stock being hereinafter called
the "Old Stock"), shall be changed to 25,000 shares of Class A
common stock on the basis of 250 shares of Class A common stock
for each share of Old Stock. Upon surrender for cancellation of
stock certificates representing Old Stock, shareholders shall
be entitled to receive new stock certificate(s) representing
the shares of Class A common stock to which they are entitled
upon the change in issued and outstanding shares of the
Corporation pursuant to the foregoing sentence becoming
effective
by filing Articles of Amendment with the Secretary of State of
Maine containing this and the foregoing vote.
VOTED: To repeal the provisions of the Articles of Incorporation
(formerly called Certificate of Organization) relating to the
number of directors of this Corporation as amended by Articles
of Amendment filed in the Office of the Secretary of State of
Maine on August 17, 1973, and to substitute therefore the
following.
"The Board of Directors is authorized to increase or
decrease the number of directors, and the minimum number should
be one director. (See Section 703, 1.A.) and the maximum number
shall be seven directors."
-2-
[STATE SEAL OF MAINE] Minimum Fee $80 (See ss.1401
sub ss.19)
BUSINESS CORPORATION ------------------------------
STATE OF MAINE
(Merger of Domestic and Foreign Corporations)
ARTICLES OF MERGER
MID STATE ACQUISITION, INC. -----------------------------
A corporation [ILLEGIBLE] Deputy Secretary of State
MID STATE MACHINE PRODUCTS
A corporation organized under the laws of Maine ------------------------------
Pursuant to 13-A MRSA ss.906, the preceding A True Copy When Attested
corporations adopt these Articles of Merger: By Signature
-------------------------
Deputy Secretary of State
------------------------------
FIRST: The laws of the State(s) of Delaware, under which the foreign
corporation(s) is (are) organized, permit such merger.
SECOND: The name of the surviving corporation is Mid State Machine Products; and
it is to be governed by the laws of the State of Maine.
THIRD: The plan of merger is set forth in Exhibit A attached hereto and made a
part hereof.
FOURTH: As to each participating domestic corporation, the shareholders of which
voted on such plan of merger, the number of shares outstanding and the
number of shares entitled to vote on such plan, and the number of such
shares for and against the plan, are as follows:
Name of Number of Shares Number of Shares NUMBER NUMBER
Corporation Outstanding Entitled to Vote Voted For Voted Against
- ----------- ---------------- ---------------- --------- -------------
Mid State 50,000 25,000 25,000 0
Machine
Products
Mid State 100 100 100 0
Acquisition,
Inc.
FIFTH: If the shares of any class were entitled to vote as a class, the
designation and number of the outstanding shares of each such class, and
the number of shares of each such class voted for and against the plan,
are as follows:
Name of Designation Number of Shares NUMBER NUMBER
Corporation of Class Outstanding Voted For Voted Against
- ----------- ----------- ---------------- --------- -------------
(Include the following paragraph if the merger was authorized without the vote
of the shareholders of the surviving corporation. Omit if not applicable.)
SIXTH: The plan of merger was adopted by the participating corporation which is
to become the surviving corporation in the merger without any vote of
its shareholders, pursuant to section 902, subsection 5. The number of
shares of each class outstanding immediately prior to the effective date
of the merger, and the number of shares of each class to be issued or
delivered pursuant to the plan of merger of the surviving corporation
are set forth as follows:
Number of Shares Outstanding Number of Shares to Be Issued
Designation Immediately Prior to Effective Or Delivered Pursuant to the
of Class Date of Merger Merger
- ---------- ------------------------------ -----------------------------
A 25,000 1
B 25,000 0
SEVENTH: The address of the registered office of the surviving corporation in
the State of Maine is *
-----------------------------------------------
Daviau, Jabar & Batten, 1 Center Street, Waterville, ME 04901-542
- --------------------------------------------------------------------------------
(street, city and zip code)
The address of the registered office of the merged corporation in
the State of Maine is *
--------------------------------------------
(street, city and zip code)
EIGHTH: Effective date of the merger (if other than date of filing of the
Articles) is September 30, 1998.
--------------------
(Not to exceed 60 days from date of filing of the Articles)
DATED: Mid State Machine Products
--------------------------- -------------------------------------
(participating domestic corporation)
MUST BE COMPLETED FOR VOTE
OF SHAREHOLDERS
- --------------------------------- **By /s/ Robert J. Daviau
I certify that I have custody ------------------------------------
of the minutes showing the (signature)
above action by the shareholders.
Robert J. Daviau, Esq., Clerk
Mid State Machine Products ------------------------------------
- --------------------------------- (type or print name and capacity)
(name of coroporation)
- --------------------------------- **By /s/ Rita C. Sukeforth
(signature of clerk, secretary or ------------------------------------
asst. secretary) (signature)
- ---------------------------------
Rita C. Sukeforth, Secretary
DATED: ------------------------------------
--------------------------- (type or print name and capacity)
MUST BE COMPLETED FOR VOTE /s/ S. Douglas Sukeforth Pres.
OF SHAREHOLDERS
- --------------------------------- Mid State Acquisition, Inc.
I certify that I have custody ------------------------------------
of the minutes showing the (participating foreign corporation)
above action by the shareholders.
Mid State Acquisition, Inc. **By /s/ John Clark
- --------------------------------- ------------------------------------
(name of coroporation) (signature)
- --------------------------------- John Clark, President
(signature of clerk, secretary or ------------------------------------
asst. secretary) (type or print name and capacity)
- ---------------------------------
**By /s/ William Gumina
------------------------------------
(signature)
William Gumina, Secretary
------------------------------------
(type or print name and capacity)
NOTE: If a foreign corporation is the survivor of this merger, see ss.906.4 and
ss.908.3 as to whether Form MBCA-10Ma is required.
* Give address of registered office in Maine. If the corporation does not have a
registered office in Maine, the address given should be the principal or
registered office wherever located.
- --------------------------------------------------------------------------------
** This document MUST be signed by (1) the Clerk OR (2) the President or a
vice-president and the Secretary or an assistant secretary, or such other
officers as the bylaws may designate as a second certifying officer OR (3) if
there are no such officers, then a majority of the directors or such
directors as may be designated by a majority of directors then in office OR
(4) if there are no such directors, then the holders, or such of them as may
be designated by the holders, of record of a majority of all outstanding
shares entitled to vote thereon OR (5) by the holders of all of the
outstanding shares of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
TEL. (207) 278-4195
RM NO. MBCA-10C Rev. 9/97
Exhibit A
PLAN OF MERGER
OF
MID STATE ACQUISITION, INC.
INTO MID STATE MACHINE PRODUCTS
PURSUANT TO SECTION 901
OF THE MAINE BUSINESS CORPORATION ACT
1. Plan or Merger. Pursuant to this Plan of Merger, Mid State Acquisition,
Inc. a Delaware corporation ("Merger Sub") will be merged (the "Merger")
with and into Mid-State Machine Products, Inc. a Maine corporation (the
"Company"). In the Merger the Company shall be the surviving corporation
(the "Surviving Corporation"). The terms and conditions of the Merger and
the consideration to be paid by the Surviving Corporation upon surrender
of each outstanding share of the Company are as set forth below.
2. Agreement. This Merger shall take place pursuant to a REDEMPTION AND
MERGER AGREEMENT ("Agreement"), dated as of September 16, 1998, among MID
STATE MACHINE PRODUCTS, a Maine corporation (the "Company"), S. DOUGLAS
SUKEFORTH (the "Principal Stockholder"). MID STATE HOLDING CO., INC., a
Delaware corporation ("Parent") and MID STATE ACQUISITION, INC., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Merger
Sub").
3. Exchange of Shares. Parent has formed Merger Sub solely for the purpose of
facilitating an efficient exchange by stockholders of the Company of their
shares of Class A common stock of the Company, no par value per share, and
Class B common stock of the Company, no par value per share (collectively,
"Company Stock") for the Aggregate Closing Merger Consideration pursuant
to the terms of this Agreement, and Merger Sub will not conduct any
separate business activity nor serve any function other than to effect for
the benefit of Parent and the Stockholders the conversion of Company Stock
into the Aggregate Closing Merger Consideration.
4. Effective Date. The Merger shall be effective (the "Effective Date") on
the date on which the Articles of Merger with respect to the Merger shall
have been duly executed and filed in the office of the Secretary of State
of Maine in accordance with the provisions of the Maine Business
Corporation Act.
5. Material Terms of Agreement. The material terms of the Merger taken
directly from the Agreement are as follows (capitalized terms not defined
herein shall have the meanings given such terms in the Merger Agreement.):
"2.1. The Redemption. Subject to and in accordance with the terms and
conditions of this Agreement and in accordance with the Maine Business
Corporation
1
Act (the "MBCA"), on the Closing Date and prior to the Effective Time, the
Principal Stockholder will cause the Company to, and the Company will,
redeem (the "Redemption") from the Stockholder whose names are listed on
Schedule 3 attached hereto under the heading "Redeemed Stockholders" (the
"Redeemed Stockholders") an aggregate number of issued and outstanding
shares of Company Stock then held by such Redeemed Stockholders equal to
(i) the after-Tax proceeds of the liquidation of Investment Securities
provided for in Section 7.1.17 divided by (ii) the Per Share Closing
Merger consideration (the quotient of clause (i) divided by clause (ii),
the "Redeemed Shares"). The allocation of the Redeemed Shares among the
Redeemed Stockholders will be determined by the Stockholders'
Representative with the consent of Parent (which will not be unreasonably
withheld), on or before the date immediately preceding the Closing Date,
and Schedule 3 of the Agreement will be updated prior to the Closing upon
such determination to reflect such allocation.
2.2. The Merger. Subject to and in accordance with the terms and
conditions of this Agreement and in accordance with the Delaware General
Corporation Law (the "DGCL") and the MBCA, at the Effective Time, Merger
Sub will be merged with and into the Company. As a result of the Merger,
the separate corporate existence of Merger Sub will cease and the Company
will continue as the surviving corporation (sometimes referred to herein
as the "Surviving Corporation") and will succeed to and assume all of the
rights and obligations of Merger Sub in accordance with the DGCL and the
MBCA.
2.3 Consummation of the Merger. As soon as practicable on the Closing
Date, the parties will cause the Merger to be consummated by filing with
the Delaware Secretary of State and the Maine Secretary of State a
certificate of merger or articles of merger, in form reasonably
satisfactory to the Company, Parent and Merger Sub, executed in accordance
with the relevant provisions of the DGCL and MBCA and will make all other
filings or recordings required under the DGCL and MBCA to effect the
Merger. The "Effective Time" as that term is used in this Agreement will
mean the effective time set forth in the certified copy of the certificate
of merger or articles of merger issued by the Maine Secretary of State and
the Delaware Secretary of State with respect to the Merger.
2.4. Effects of the Merger. The Merger will have the effects set forth in
the DGCL and the MBCA.
2.5. Articles of Incorporation; By-laws. The Articles of Incorporation and
By-laws of the Company, as in effect immediately prior to the Effective
Time, will be the Articles of Incorporation and By-laws of the Surviving
Corporation and thereafter will continue to be its Articles of
Incorporation and By-Laws until amended as provided therein and under the
MBCA.
2.6. Directors and Officers. The director of Merger Sub immediately prior
to the Effective Time will be the initial director of the Surviving
Corporation, to hold
2
office in accordance with the Articles of Incorporation and By-Laws of the
Surviving Corporation until his successor is duly elected or appointed and
qualified. The officers of the Company immediately prior to the Effective
Time will be the initial officers of the Surviving Corporation, each to
hold office until their respective successors are duly elected or
appointed and qualified.
2.7. Payment of Redemption Amount; Delivery of Redeemed Shares.
(a) Subject to adjustment in accordance with Sections 2.16, 2.17 and
2.18, on the Closing Date and prior to the Effective Time, in
consideration of the Redemption (including the delivery of the
Redeemed Shares pursuant to Section 2.7(b)), the Principal
Stockholder will cause the Company to, and the Company will, pay to
the Stockholders' Representative (for the benefit of the Redeemed
Stockholders), by wire transfer in immediately available funds, an
amount equal to the product of the aggregate number of Redeemed
Shares and the Per Share Closing Merger Consideration (such product,
the "Redemption Amount") as follows: (i) an amount equal to the
Redemption Amount less the percentage of the Escrow Amount equal to
the percentage that the number of Redeemed Shares bears to the
aggregate number of shares of Company Stock issued and outstanding
immediately prior to the consummation of the Redemption (the
"Redemption Escrow Amount") to one account designated in writing by
the Stockholders' Representative for the benefit of the Redeemed
Stockholders and (ii) the Redemption Escrow Amount to one account
(the "Escrow Account") designated in writing by the escrow agent
(the "Escrow Agent") appointed pursuant to the terms and conditions
of the Escrow Agreement to be held in escrow pursuant to the terms
and conditions of such Escrow Agreement.
(b) Simultaneously with payment of the Redemption Amount pursuant to
Section 2.7(a), the Stockholders' Representative will cause the
Redeemed Stockholders to deliver to Parent stock certificates
representing an aggregate number shares of Company Stock equal to
the Redeemed Shares. Such stock certificates will be duly endorsed
(or accompanied by stock powers duly endorsed) for transfer to the
Company with all necessary transfer Tax and other revenue stamps,
acquired at the Redeemed Stockholders' expense, affixed and
canceled. The Redeemed Stockholders will cover any deficiencies with
respect to the endorsement of the certificates representing the
Redeemed Shares and with respect to the stock powers accompanying
such certificates. The Redeemed Shares will be retired upon the
redemption thereof.
2.8. Conversion of Securities; Merger Consideration. Subject to the terms
and conditions of this Agreement, at the Effective Time, by virtue of the
Merger and without any action on the part of the Company, Parent, Merger
Sub or their respective shareholders (including, without limitation, the
Stockholders): Each share of Company Stock issued and outstanding after
consummation of the Redemption and immediately prior to the Effective Time
as set forth on Schedule 3 attached to the Agreement under the heading
"Other Stockholders" opposite each Person's name thereon will be converted
into the right to receive, in cash, an amount per share of
3
Company Stock equal to (i)(A) $31.8 million plus (B) the Estimated Closing
Working Capital Balance plus (C) the New Capital Equipment Aggregate
Purchase Price (the aggregate of (A) plus (B), plus (C), the "Aggregate
Closing Merger Consideration") divided by (ii) the number of shares of
Company Stock issued and outstanding after consummation of the Redemption
and immediately prior to the Effective Time.
(a) As of the Effective Time, all Company Stock will no
longer be outstanding and will automatically be canceled
and retired and will cease to exist, and each holder of
a certificate representing any sharers of Company Stock
will cease to have any rights with respect thereto,
except the right to receive such holder's appropriate
portion of the Aggregate Closing Merger Consideration as
set forth in Section 2.8(a), upon surrender of such
certificate in accordance with Section 2.8(d).
(b) Each share of Company Stock held in the treasury of the
Company immediately prior to the Effective Time will be
canceled and extinguished at the Effective Time without
any conversion thereof and no payment will be made with
respect thereto.
(c) At the Effective Time, each Stockholder will be
entitled, upon surrender to Parent of such Stockholder's
certificates representing shares of Company Stock, to
receive in exchange therefor an amount equal to the Per
Share Closing Merger Consideration (as adjusted in
accordance with Sections 2.16, 2 17 and 2.18) multiplied
by the number of shares of Company Stock set forth
opposite such Stockholder's name on Schedule 3 under the
heading "Other Stockholders".
(d) Each share of common stock, par value $.01 per share, of
Merger Sub issued and outstanding immediately prior to
the Effective Time will automatically without any action
on the part of the holder thereof, be converted into one
validly issued, fully paid and nonassessable share of
common stock of the Surviving Corporation which as of
the Effective Time will constitute all of the issued and
outstanding shares of the Surviving Corporation.
2.9. Closing of Transfer Records. After the close of business on the
Closing Date, transfers of Company Stock outstanding prior to the
Effective Time will not be made on the stock transfer books of the
Surviving Corporation.
4
2.10. Payment of Aggregate Closing Merger Consideration. Subject to
adjustment in accordance with Sections 2.l6, 2.17 and 2.18, payment of the
Aggregate Closing Merger Consideration will be made in immediately
available funds by wire transfer at Closing as follows: (a) an amount
equal to the Aggregate Closing Merger Consideration less the excess of the
Escrow Amount over the Redemption Escrow Amount (the "Merger Escrow
Amount") to the account designated pursuant to Section 2.7(a)(i) and (b)
the Merger Escrow Amount to the account designated pursuant to the terms
of Section 2.7(a)(ii) to be held in escrow pursuant to the terms and
conditions of such Escrow Agreement."
6. Abandonment. Parent and the Company expressly reserve the right to abandon
the Merger and this Plan of Merger, at any time prior to the Effective
Date, in the absolute discretion of the directors or either of them.
7. Shareholders. It is a condition of the Agreement that there will be no
dissenting Shareholders, and consequently all Shareholders will either
consent to the Agreement or provide Waivers of their Right to Dissent to
the Agreement.
5