Exhibit 3.8
I hereby certify that the exhibit attached hereto is a fair and accurate
English translation of the Articles of Incorporation of TVA Alfa Cabo Ltda.
By: /s/DOUGLAS DURAN
-------------------------
DOUGLAS DURAN
Attorney-in-fact
Date: February 21, 1997
T. SAGATTI ROGER & CIA. LTDA.
ARTICLES OF INCORPORATION
TEODOSIA SAGATTI ROGER, a Brazilian citizen, married, trader, residing and
domiciled in Foz do Iguacu, PR, at Rua Frederico Engel, no 478, Vila Yolanda,
bearer of CTPS no 56.115/00004, issued by DRT/PR and enrolled with the Board of
Taxpayers CPF under no 426.359.349/91 and VALDEMIRO SAGATI, a Brazilian citizen,
widower, trader, residing and domiciled in Curitiba, PR, at Rua Jose Taschner,
no 241, Vila Guilhermina, bearer of ID Card RG no 456.974, issued by II-PR on
September 29, 1963 and enrolled with the Board of Taxpayers CPF under no
117.833.979/34, have resolved through this private instrument to organize a
limited liability quota company which shall be governed by Laws nos 3.708 of
January 10, 1919 and 4.726 of July 14, 1965, and in the case of contingencies
not covered by same by the applicable legal provisions and by the following
clauses:
ONE. The company's name shall be T. SAGATTI ROGER & CIA. LTDA., with its
principal place of business and venue in Curitiba, at Rua Jose Taschner, no 128,
Vila Guilhermina, CEP 81500.
TWO. The company's object will be the exploitation of cable television video
lease services with retransmission of signals, placement and maintenance of
terminals and cable video electronic equipment, ancillary services to parabolic
antenna and other related services, as well as the import and export of cable
video electronic materials and equipment.
THREE. The capital stock is Cr$3,400,000.00 (three million four hundred thousand
cruzeiros) divided into 3,400 (three thousand four hundred) quotas in the par
value of Cr$1,000.00 (one thousand cruzeiros) each, hereby paid up in Brazilian
currency and distributed between the partners as follows:
PARTNERS % QUOTAS VALUE Cr$
Teodosia Sagatti Roger 90 3,060 3,060,000.00
Valdemiro Sagati 10 340 340,000.00
--- ----- -------------
TOTAL 100 3,400 3,400,000.00
FOUR. The partners declare they are not liable for any of the crimes provided by
law which would prevent them from performing commercial activities.
FIVE. The company has an indeterminate term of duration and is scheduled to
start up its activities on February 25, 1991.
SIX. The partners' liability is limited to the full amount of capital stock,
pursuant to the provisions of Law 3.708/1919.
SEVEN. The company's quotas are indivisible and may not be transferred to or
disposed of under any heading to third parties without the other partner's
consent, who will have the right of first refusal, under equal conditions.
EIGHT. Corporation resolutions, even if they imply an amendment to these
articles, may be taken by the partners representing the majority of the capital
stock.
NINE. The partner who wishes to transfer his quotas will notify the other in
writing, stating the price, manner and time limit of payment, for the latter to
exercise or waive his right of first refusal, which he will do within sixty (60)
days, after which time the quotas may be freely transferred.
TEN. The fiscal year will coincide with the calendar year and at the end of each
fiscal year a Statement of Assets and Liabilities will be drawn up and revenues,
subject to the technical restrictions, will be distributed to the partners or
held as reserves in the company.
ELEVEN. The company will be managed by the partner TEODOSIA SAGATTI ROGER, who
is exempt from offering collateral and who will privately and individually use
the company's name, being barred however from employing the company's name under
any pretext and in any manner whatsoever in businesses or deals which are alien
to the corporate object, specially offering collateral, securities, endorsements
or guarantees in favor of third parties.
TWELVE. The managing partner will receive as compensation for his services to
the company a pro labore amount which will be determined by mutual agreement
within tax limits as provided in the income tax legislation.
In witness whereof, the parties hereto have executed this instrument in three
counterparts before two witnesses.
Curitiba, February 08, 1991.
(signed by Teodosia Sagatti Roger and Valdemiro Sagati)
(signed by witnesses Moacir J Stanguerlin and Valmirio Favassa)
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T. SAGATTI ROGER & CIA. LTDA.
CGC/MF No 82.429.374/0001-91
3RD AMENDMENT TO THE ARTICLES OF INCORPORATION
By this private instrument:
TEODOSIA SAGATTI ROGER, a Brazilian citizen, married, trader, residing and
domiciled in this capital city of Rua Alvaro de Andrade no 358, bearer of ID
Card RG no 56.115/00004, issued by DRT/PR and enrolled with the Board of
Taxpayers CPF under no 426.359.349/91;
VALDEMIRO SAGATTI, a Brazilian citizen, widower, trader, bearer of ID Card RG no
456.974-PR and enrolled with the Board of Taxpayers CPF under no 117.833.979/34,
residing and domiciled in this capital city at Rua Jose Taschner, no 241, Vila
Guilhermina,
sole quotaholders of the commercial corporation T. SAGATTI ROGER & CIA. LTDA., a
private law body corporate, with principal place of business in this capital
city at Rua Candido Hartmann, no 668, Bigorrilho district, having its Articles
of Incorporation duly filed with the Board of Trade at the State of Parana under
no 412.0250018-1 at the session of February 22, 1991 and its latest contractual
amendment filed under no 9.5034225.4 at the session of March 15, 1995;
and further as newly admitted partner
TVA SUL PARTICIPACOES S.A., a private law body corporate, with its principal
place of business in this capital city of Rua Martha Kateiva de Oliveira, 49 -
room 4, with its By-Laws currently being filed with the Board of Trade of the
State of Parana, herein represented by its attorney-in-fact LEONARDO PETRELLI
NETO, a Brazilian citizen, married, expert in telecommunications, bearer of ID
Card RG no 736.678-7 and enrolled with the Board of Taxpayers CPF under no
401.596.049-15, residing and domiciled at Rua Clovis Bevilaqua, 420 -
apt. 701, Curitiba/PR;
HAVE RESOLVED:
1. To change the company name to TV ALFA CABO LTDA.
2. To change the address of the company's principal place of business from Rua
Candido Hartmann, no 688 to Rua Marta Kateiva de Oliveira, no 49, in
Curitiba-PR;
3. To approve the assignment and transfer of 135.224 (one hundred and
thirty-five thousand two hundred and twenty-four) free and unencumbered quotas
by the partner Teodosia Sagatti
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Roger, whose particulars are given above, to the newly admitted partner TVA SUL
PARTICIPACOES S.A., whose particulars are given above, for the price agreed
between the parties, the Assignor granting the Assignee the fullest, most
general and unrestricted discharge, having nothing further to claim under any
heading.
4. To approve the assignment and transfer of 996 (nine hundred and ninety-six)
free and unencumbered quotas, detailed below, by the partner Valdemiro Sagatti,
whose particulars are given above, to the newly admitted partner TVA SUL
PARTICIPACOES S.A., whose particulars are given above, for the price agreed
between the parties, the Assignor granting the Assignee the fullest, most
general and unrestricted discharge, having nothing further to claim under any
heading.
5. As a result, the capital stock shall be R$278,000.00 (two hundred and
seventy-eight thousand Reais) divided into 278,000 (two hundred and
seventy-eight thousand) quotas, in the par value of R$1.00 (one Real) each,
distributed as follows between the partners:
Partners Quotas Value
Teodosia Sagatti Roger 140,743 R$ 140,743.00
Valdemiro Sagatti 1,037 R$ 1,037.00
TVA-Sul Participacoes S.A. 136,220 R$ 136,220.00
------- ---------------
TOTAL 278,000 R$ 278,000.00
6. To change the company's management and appoint the partner TVA - SUL
PARTICIPACOES S.A. which delegates its powers to its representatives Messrs.
Jose Augusto Pinto Moreira, a Brazilian citizen, married, economist, bearer of
ID Card RG no 2.944.700 and enrolled with the Board of Taxpayers CPF under no
128.701.967-68, residing and domiciled at Alameda Argentina no 406, Barueri, SP;
Douglas Duran, a Brazilian citizen, married, business administrator, bearer of
ID Card RG no 6.702.950 and enrolled with the Board of Taxpayers CIC under no
541.326.068-72, residing and domiciled at Alameda das Rosas, 444, Barueri/SP;
and Leonardo Petrelli Neto, a Brazilian citizen, married, expert in
telecommunications, bearer of ID Card no 736.678-7 and enrolled with the Board
of Taxpayers CPF under no 401.596.049- 15, residing and domiciled at Rua Clovis
Bevilaqua, 420 - apt. 701, Curitiba/PR, who shall occupy the position of Company
Directors.
7. In view of the measures approved above, as well as of other changes they
intend to make to the Articles of Incorporation, the quotaholders have resolved
to reword and restate the Articles of Incorporation, which shall henceforth be
worded as follows:
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ARTICLES OF INCORPORATION
I
NAME, HEAD OFFICE, OBJECT AND DURATION
CLAUSE 1. The company's name shall be TV ALFA CABO LTDA.
CLAUSE 2. The company's principal place of business is located at Rua Marta
Kateiva de Oliveira, no 49, in Curitiba, State of Parana.
Sole Paragraph. The Company's Board of Directors may open and close
branches and offices anywhere in the Brazilian territory.
CLAUSE 3. The Company's objects are: (a) the exploitation, distribution,
transmission, radio links and operation of special cable television services,
through the reception and processing of images, sounds, signals and data and/or
the respective generation, through community antennae, by physical means, heads,
networks, trunk system, distribution systems, user or subscriber systems, in
open or closed communities, preparation and/or placement of projects, including
on behalf or for the account of third parties, or the utilization or the
employment of any other means, systems, equipment, technical or technological
products, their equivalents or substitutes; electronic lease or further any
other means or system which technology or the state of the art might develop in
future; (b) import and export of goods, products, equipment or services,
directly or indirectly related to the corporate object, as well as the
performance of services and the representation of other domestic or foreign
corporations; and (c) participation in other corporations as partner,
shareholder, quotaholder or syndicated member.
CLAUSE 4. The Company has an indeterminate term of duration.
II
CAPITAL STOCK
CLAUSE 5. The capital stock is R$278,000.00 (two hundred and seventy-eight
thousand Reais) divided into 278,000 (two hundred and seventy-eight thousand)
quotas, in the par value of R$1.00 (one Real) each, fully subscribed and paid up
in Brazilian currency, distributed as follows between the partners:
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Partners Quotas Value
Teodosia Sagatti Roger 140,743 R$ 140,743.00
Valdemiro Sagatti 1,037 R$ 1,037.00
TVA-Sul Participacoes S.A. 136,220 R$ 136,220.00
--------- --------------
TOTAL 278,000 R$ 278,000.00
Sole Paragraph. The partners' liability is limited, pursuant to the law,
to the full amount of capital stock.
CLAUSE 6. The company shall be managed by the partner TVA Sul Participacoes
S.A., who hereby delegates its powers to representatives who shall be designated
Directors.
Paragraph 1. The Board of Directors, which is appointed for an
indeterminate term, shall be made up as follows: Jose Augusto Pinto Moreira, a
Brazilian citizen, married, economist, bearer of ID Card RG no 2.944.700 and
enrolled with the Board of Taxpayers CPF under no 128.701.967-68, residing and
domiciled at Alameda Argentina no 406, Barueri, SP; Douglas Duran, a Brazilian
citizen, married, business administrator, bearer of ID Card RG no 6.702.950 and
enrolled with the Board of Taxpayers CIC under no 541.326.068-72, residing and
domiciled at Alameda das Rosas, 444, Barueri/SP; and Leonardo Petrelli Neto, a
Brazilian citizen, married, expert in telecommunications, bearer of ID Card RG
no 736.678-7 and enrolled with the Board of Taxpayers CPF under no
401.596.049-15, residing and domiciled at Rua Clovis Bevilaqua, 420 - apt. 701,
Curitiba/PR, appointed by delegation of the partner TVA -SUL PARTICIPACOES S.A.,
who will have the powers to manage the company's business.
Paragraph 2. The Company shall be represented:
(a) by two Directors jointly, as Plaintiff or Defendant, or by one
Director jointly with one attorney-in-fact or further by two attorneys-in-fact
with special powers.
(b) severally, by one Director or one attorney-in-fact with special powers
in the performance of day-to-day activities, forwarding of mail, issue of
receipts and endorsement of checks for deposit in the company's bank accounts.
Paragraph 3. The appointment of attorneys-in-fact will require the joint
signature of two Directors and the respective powers-of-attorney will
specifically list the acts they may perform. With the exception of those which
grant the powers of the "ad judicia" clause, all the other powers-of-attorney
granted by the Company will have a limited term of validity of one year.
Paragraph 4. The Directors are barred from using the company name in third
party guarantees and business alien to the company's interest or acts which
imply an act of graciousness.
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Paragraph 5. The Directors are exempt from offering collateral and under
the heading of pro labore they will be entitled to a monthly compensation to be
determined by the quotaholders.
CLAUSE 7. None of the partners may fully or party assign its quotas to third
parties, without firstly offering them in writing, at least thirty days in
advance, to the other partner which, under equal conditions, will have a right
of first refusal to purchase them.
Paragraph 1. The assignment will be preceded by a notice with a written
offer to purchase by third parties in good faith, in order for the other partner
to exercise its right of first refusal within thirty days, if it wishes to do
so.
Paragraph 2. Should the right of first refusal fail to be exercised, the
notifying partner may assign its quotas to the interested third parties within
ten days and subject to the conditions set forth in the notice; any assignment
beyond said ten day time limit and in disagreement with the initial offer will
be null and void.
V
AMENDMENT TO THE ARTICLES OF INCORPORATION,
DISSOLUTION AND LIQUIDATION
CLAUSE 8. Any amendment to these articles requires the prior consent of all the
voting partners.
CLAUSE 9. In the event of bankruptcy, death, incapacity, exclusion or removal of
one of the partners, the Company will not be dissolved. In any of these events,
the assets of the bankrupt, deceased, incapacitated, excluded or removed partner
will be ascertained on the basis of a special balance sheet and paid to the
partner or its heirs in twelve (12) monthly, equal and successive installments,
accrued by monetary restatement at the legally permitted rate and interest of
twelve percent (12%) per annum.
Sole Paragraph. In the event of death or mental disability, the partner's
heirs may appoint a representative to remain in the Company, who will be
approved by the other partners.
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VI
FISCAL YEAR, BALANCE SHEET AND PROFITS
CLAUSE 10. The fiscal year will end on December 31 whereupon the appropriate
financial statements will be drawn up. The company may also draw up interim
balance sheets and resolve upon the respective distribution of profits. All
resolutions regarding distribution of profits require the unanimous approval of
the quotaholders.
VII
MISCELLANEOUS PROVISIONS
CLAUSE 11. The Company, through all its quotaholders, undertakes to strictly
comply with all the laws, decrees, regulations, rules and recommendations made
by the Awarding Public Powers.
VIII
VENUE
CLAUSE 14. The parties elect the courts of the Administrative Region of
Curitiba, State of Parana, to settle any claims arising from this Charter.
The undersigned partners and directors declare they are not liable for any of
the crimes provided by law which prevent them from performing commercial
activities.
In witness whereof, the parties have executed this instrument in three
counterparts before two witnesses, undertaking for themselves and their
successors to faithfully comply with its clauses.
Curitiba, March 21, 1996
(signed by Teodosia Sagatti Roger, Valdemiro Sagatti, and Leonardo Petrelli Neto
for TVA-Sul Participacoes S.A.)
(signed by Directors Jose Augusto Pinto Moreira, Douglas Duran, Leonardo
Petrelli Neto)
(signed by two witnesses)
ATTEST: (signed by Luis Carlos G. Balieiro)
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Board of Trade of the State of Parana I certify registration under no 961092297
(signed by Sidmar Antonio Cavet, Secretary General)
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