Exhibit 3.11
(Unofficial English Translation)
(CANADIAN FLAG) Industry Canada Industrie Canada
CERTIFICATE CERTIFICAT
OF AMENDMENT DE MODIFICATION
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT IES SOCIETE PAR ACTIONS
CUISINE EXPERT - CE CABINETS INC.
Name of corporation-Denomination de la societe
I hereby certify that the articles of the above-named
corporation were amended:
[ ] a) under section 13 of the Canada Business Corporations Act in,
accordance with the attached notice;
[ ] b) under section 27 of the Canada Business Corporations Act as set out
in the attached articles of amendment. designating a series of
shares;
[X] c) under section 179 of the Canada Business Corporations Act as set out
in the attached articles of amendment;
[ ] d) under section 191 of the Canada Business Corporations Act as set out
in .the attached articles of reorganization;
313472-5
Corporation number-Numero de la societe
Je certifie que.les statuts de la societe susmentionnee ont ete modifies:
[ ] a) en vertu de l'article 13 de la Loi canadienne sur les societe par
actions, conformement a l'avis ci-joint;
[ ] b) en vertu de l'article 27 de la Loi canadienne sur les societes par
actions, tel qu'il est indique dans les clauses modificatrices
ci-jointes designant une serie d'actions;
[X] c) en vertu de l'article 179 de la Loi canadienne sur les societes par
actions, tel qu'il est indique dans les clauses modificatrices
ci-jointes;
[ ] d) en vertu de l`article 191 de la Loi canadienne sur les societes par
actions, tel qu'il est indique dans les clauses de reorganisation
ci-jointes;
JULY 6, 2000 / LE 6 JUILLET 2000
Director - Directeur
Date of Amendment - Date de modification
(CANADIAN FLAG)
CANADA
Industry Canada Industrie Canada
Canada Business Loi canadienne sur les societes
Corporations Act canadiennes par actions
FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
(SECTION 27 OR 177) (ARTICLES 27 OU 177)
1 - Name of corporation - Denomination de la societe
NOVAX MODULAR GROUP INC.
2 - Corporation No. - No de la societe
313472-5
3 - The articles of the above-named corporation are amended as follows:
Les statuts de la societe ci-dessus sont modifies de la facon suivante:
THE NAME OF THE CORPORATION IS AMENDED TO BE HENCEFORTH:
CUISINE EXPERT - C.E. CABINETS INC.
Date Signature Title - Titre
June 9, 2000 President
FOR DEPARTMENTAL USE ONLY -
A L'USAGE DU MINISTERE SEULEMENT
Filed - Deposee
Consumer and Consommation et Affaires
CorporateAffairs Canada commerciales Canada
Canada Business Loi regissant les societes
Corporations Act par actions de regime federal
FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
(SECTION 27 OR 177) (ARTICLES 27 OU 177)
1 - Name of corporation - Denomination de la societe
GROUPE MODULAIRE NOVAX INC. /
NOVAX MODULAR GROUP INC.
2 - Corporation No. - No de la societe
313472-5
3 - The articles of the above-named corporation are amended as follows:
Les statuts de la societe ci-dessus sont modifies de la facon suivante:
Section 3 of the articles of amalgamation accompanying the certificate of
amalgamation dated March 31, 1995, as amended by the articles of amendment
accompanying the certificate of amendment dated November 3, 1995, is further
amended
3.1 by the creation of an unlimited number of class "C" preferred shares;
3.2 by the amendment and replacement of the rights, privileges,
conditions and restrictions attaching to the shares of Corporation
with those described in the enclosed Schedule 1, which forms an
integral part hereof.
so that the authorized capital of the Corporation henceforth consists of an
unlimited number of common shares and class "A", class "B" and class "C"
preferred shares.
Date Signature Title - Titre
December - , 1996 Signed (illegible) Director
21-936-1387 (01-93) 46 FOR DEPARTMENTAL USE ONLY -
A L'USAGE DU MINISTERE SEULEMENT
Filed - Deposee DEC 20 1996
GROUPE MODULAIRE NOVAX INC./
NOVAX MODULAR GROUP INC.
SCHEDULE 1
COMMON SHARES
1. The rights, privileges, conditions and restrictions attaching to the
common shares are set forth hereinafter.
VOTING
1.1 The common shares confer upon the registered holders thereof the
right to vote on the basis of one vote per share at all meetings of
shareholders, with the exception of meetings at which only
registered holders of shares of certain specific classes are
entitled to vote.
DIVIDENDS
1.2 Subject to the rights of registered holders of other classes of
shares, registered holders of common shares shall have the right to
receive all dividends declared by the Corporation.
RESTRICTION CONCERNING DIVIDENDS
1.3 Registered holders of common shares shall not be entitled to receive
any dividends the payment whereof would have the effect of
decreasing the Corporation's net asset value to a value lower than
the redemption price of the outstanding class "A", class "B" and
class "C" preferred shares.
WINDING-UP, DISSOLUTION AND DISTRIBUTION
1.4 Registered holders of common shares shall have the right to share
the remaining property upon the winding-up or dissolution of the
Corporation or upon any other distribution of its assets to its
shareholders, pro rata to the number of shares held by them.
RESTRICTION ON THE PURCHASE OF
COMMON SHARES BY THE CORPORATION
1.5 The Corporation shall not be entitled to purchase common shares if
the payment of their purchase price would have the effect of
decreasing the Corporation's net asset value to a value lower than
the redemption price of the outstanding class "A", class "B" and
class "C" preferred shares.
CLASS "A", CLASS "B" AND CLASS "C" PREFERRED SHARES
2. The rights, privileges, conditions and restrictions attaching to the class
"A", class "B" and class "C" preferred shares are set forth hereinafter.
DEFINITION
2.1 For purposes of this Article 2, the expression "PROFIT BEFORE TAXES"
shall mean the Corporation's consolidated net profit before taxes,
as established in accordance with accounting principles generally
accepted in Canada, applied on a consistent basis, and as it appears
in the consolidated and audited financial statements of the
Corporation for the financial year preceding the financial year in
question.
VOTING
2.2 Save as expressly provided for in the Canada Business Corporations
Act (the "Act"), registered holders of class "A", class "B" and
class "C" preferred shares shall not, in their capacity as such, be
entitled to receive notices of meetings of shareholders, attend same
or vote thereat.
DIVIDENDS AND PARTICIPATION
2.3 As of January 1, 1996, during each financial year for which the
Corporation's Profit Before Taxes is less than three million dollars
($3,000,000), registered holders of class "A" preferred shares shall
have the right to receive, as and when declared by the directors,
from the funds of the Corporation which may then legally be used for
such purpose, a fixed, cumulative, preferred dividend at a rate of
8% of the redemption price of each class "A" preferred share held by
them, as such price is determined in subsection 2.13.1. These
registered holders shall not be entitled to any other dividends.
2.4 During each financial year, registered holders of class "B" and
class "C" preferred shares shall have the right to receive, as and
when declared by the directors, from the funds of the Corporation
which may then legally be used for such purpose, a fixed,
cumulative, preferred dividend at a rate of 8% of the redemption
price of each class "B" or class "C" preferred share held by them.
These registered holders shall not be entitled to any other
dividends.
RANKING
2.5 No dividends shall be declared or paid on the Corporation's shares
unless the following ranking is observed:
2
2.5.1 if dividends are payable on the class "A" preferred shares in
accordance with the provisions of section 2.3, the ranking
shall be as follows:
2.5.1.1 class "C" preferred shares;
2.5.1.2 class "A" preferred shares;
2.5.1.3 class "B" preferred shares; and
2.5.1.4 common shares;
2.5.2 if no dividends are payable on the class "A" preferred shares
in accordance with the provisions of section 2.3, the ranking
shall be as follows:
2.5.2.1 class "C" preferred shares;
2.5.2.2 class "B" preferred shares; and
2.5.2.3 common shares.
The directors shall not be entitled to declare dividends on a lower
ranking class of shares if the dividends on the higher ranking class
of shares have not been declared in full and paid, unless sufficient
provision has been made for the payment thereof.
WINDING-UP, DISSOLUTION AND DISTRIBUTION
2.6 Upon the winding-up or dissolution of the Corporation or any other
distribution of its assets to its shareholders, registered holders
of class "A", class "B" and class "C" preferred shares
2.6.1 shall have the right to receive, from its assets, an amount
equal to the redemption price of each share held by them,
prior to any distribution to registered holders of common
shares; and
2.6.2 shall not be entitled to any other distribution of assets
after having received this amount.
INSUFFICIENT FUNDS UPON WINDING-UP
2.7 If the Corporation's assets are insufficient to fully pay the amount
due to the registered holders of class "A", class "B" and class "C"
preferred shares, the collocation shall be as follows:
2.7.1 class "C" preferred shares;
2.7.2 if a balance remains, the class "A" preferred shares; and
3
2.7.3 if a balance remains, the class "B" preferred shares.
When there are insufficient funds to fully pay the amount due to
registered holders of a given class, each such holder shall share in
the assets or the balance of the assets, as the case may be, in the
proportion that the redemption price of the holder's shares of that
class represents with respect to the total redemption price of all
the shares of that class, to the exclusion of the lower ranking
class or classes.
REDEMPTION
2.8 Subject to the relevant provisions of the Act, the class "B" and
class "C" preferred shares shall be redeemable, in whole or in part,
at any time, at the Corporation's option. A partial redemption
within a given class shall be made in proportion to the number of
shares held by each shareholder of the class in question, as
indicated in the Corporation's records on the date on which the
redemption notice is given, without taking into account any share
fractions. Nonetheless, the shares to be redeemed may be chosen in
any other manner, with the unanimous consent of the registered
holders of all the outstanding shares of the said class.
PROCEDURE FOR SENDING NOTICE
2.9 At least 10 days before the date set for the redemption, the
Corporation shall give a notice thereof to each registered holder of
the shares in question. The said notice shall be sent to the address
of the registered holder as indicated in the Corporation's records
or, failing same, to his last known address. However, the
unintentional failure to send the notice to any of the registered
holders shall not affect the validity of the redemption of the said
shares.
LAPSE OF HOLDERS' RIGHTS
2.10 Once the notice has been given and as of the date set for the
redemption (unless the Corporation does not make the funds necessary
for the payment of the redemption price available), the registered
holders of the shares in question shall cease to have the rights
attaching to such shares, except for the right to receive the
redemption price thereof in consideration for the delivery of the
share certificates for the redeemed shares.
DEPOSIT OF THE REDEMPTION PRICE
2.11 However, if the Corporation declares that it will deposit the
redemption price, before or on the date set for the redemption, with
a bank or trust company specified in the notice, the registered
holders of the shares in question shall, as of the date of the
deposit, cease to have the rights attaching to those shares and
shall contact only the depositary of the funds to obtain the
redemption price; they shall not, under any
4
circumstances, contact the Corporation directly. In the event the
above-mentioned deposit is made, after the date set for the
redemption the registered holders of the shares that have been
redeemed shall be entitled, on a pro rata basis, to such interest as
the bank or trust company may grant on the funds deposited.
REDEMPTION PRICE OF A CLASS "B" OR CLASS "C" PREFERRED SHARE
2.12 The redemption price of a class "B" or class "C" preferred share
shall be $1, plus the current dividends and any accrued and unpaid
dividends.
OBLIGATION TO REDEEM THE CLASS "A" SHARES
UPON THE SALE OF THE CORPORATION THROUGH A SALE OF SHARES
OR A SALE OF ASSETS
2.13 Subject to the relevant provisions of the Act, the Corporation shall
be obliged to redeem all the class "A" preferred shares then
outstanding in the event of a sale of the Corporation either through
a sale of shares or through a sale of an enterprise within the
meaning of the Civil Code of Quebec which relates to all or a
significant portion of the enterprise and which occurs outside the
ordinary course of business of the Corporation, and
2.13.1 if the selling price, in the event of a sale of shares, or
the net selling price, namely the amount of the selling price
less the amount of all liabilities assumed by the purchaser,
in the event of a sale of an enterprise, is thirty million
dollars ($30,000,000) or less, the redemption price of the
class "A" preferred shares shall be equal to the total
contribution received by the Corporation upon the issuance of
the class "A" preferred shares, plus a premium of $0.570728
per share and any accrued and unpaid dividends on such shares;
or
2.13.2 if the said price exceeds thirty million dollars
($30,000,000), the aggregate redemption price of all the class
"A" preferred shares then outstanding shall be one dollar
($1).
2.14 The redemption price provided for in subsection 2.13.1 or in
subsection 2.13.2, as the case may be, shall be paid to the holder
in question within thirty (30) days following the date of such sale.
OBLIGATION TO REDEEM CLASS "A" SHARES
BASED ON THE PROFIT BEFORE TAXES
2.15 Subject to the relevant provisions of the Act, the Corporation shall
be obliged to redeem class "A" preferred shares in accordance with
the following terms and conditions and in the following proportions:
5
2.15.1 if the Corporation's Profit Before Taxes for the financial
year ending December 31, 1996 is equal to, or greater than
three million dollars ($3,000,000), the Corporation shall
redeem five hundred thousand (500,000) class "A" preferred
shares for an aggregate price of one dollar ($1); and
2.15.2 if the Corporation's Profit Before Taxes for the financial
year ending December 31, 1997 is equal to, or greater than
three million six hundred thousand dollars ($3,600,000), the
Corporation shall redeem five hundred thousand (500,000) class
"A" preferred shares for an aggregate price of one dollar
($1).
RESTRICTION ON THE PURCHASE OR REDEMPTION OF CLASS "A"
PREFERRED SHARES
2.16 The Corporation shall not be entitled to purchase or redeem class
"A" preferred shares as long as all the class "B" and class "C"
preferred shares have not been purchased or redeemed.
OBLIGATION TO REDEEM
2.17 Subject to the relevant provisions of the Act, the Corporation shall
be obliged to redeem the class "C" preferred shares of a registered
holder who so requests in writing, which redemption shall be made in
the proportion determined by the holder and at the redemption price
of the shares.
RESTRICTION ON THE PURCHASE OR REDEMPTION OF CLASS "B"
PREFERRED SHARES
2.18 The Corporation shall not be entitled to purchase or redeem class
"B" preferred shares as long as all the class "C" preferred shares
have not been purchased or redeemed.
PURCHASE
2.19 Subject to the relevant provisions of the Act, the Corporation shall
also have the right, from time to time and at any time, to purchase
by mutual agreement all or part of the class "A", class "B" or class
"C" preferred shares of a registered holder at a price which shall
not exceed their redemption price.
REDUCTION OF THE REDEMPTION PRICE
2.20 If the Corporation reduces the amount of its stated capital related
to the shares of a given class in order to refund to the
shareholders any part of its stated capital, the redemption price or
purchase price of the shares of that class shall be reduced by the
same amount.
6
CANCELLATION OF SHARES
2.21 The class "A", class "B" and class "C" preferred shares which have
been redeemed or purchased in accordance with the provisions
hereinabove shall be cancelled.
RECORD DATE FOR THE PAYMENT OF DIVIDENDS
3. The directors may select, in advance, the latest date of registration (the
"Record Date") for determining the shareholders entitled to receive
dividends, which date shall fall within the 50 days preceding the date of
payment of the dividends. Only shareholders of record on the Record Date
shall be entitled to receive such dividends, notwithstanding any transfer
of shares on the books of the Corporation after such date.
* * *
7
Consumer and Corporate Consommation et Affaires
Affairs Canada commerciales Canada
Canada Business Loi regissant les societes
Corporations Act par actions de regime federal
FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
(SECTION 27 OR 177) (ARTICLES 27 OU 177)
1 - Name of corporation - Denomination de la societe
CUISINE EXPERT LTEE
2 - Corporation No. - No de la societe
313472-5
3 - The articles of the above-named corporation are amended as follows:
Les statuts de la societe ci-dessus sont modifies de la facon suivante:
3.1 the name of the Corporation is changed from CUISINE EXPERT LTEE to
GROUPE MODULAIRE NOVAX INC. and its English version, NOVAX MODULAR
GROUP INC.; and
3.2 the place in Canada where the head office of the Corporation is
situated is changed from The Montreal Urban Community to the City of
Laval, Province of Quebec.
Date Signature Title - Titre
February - , 1996 Signed Serge Boucher Financial vice-president,
assistant secretary
FOR DEPARTMENTAL USE ONLY -
A L'USAGE DU MINISTERE SEULEMENT
Filed - Deposee
Consumer and Corporate Consommation et Affaires
Affairs Canada commerciales Canada
Canada Business Loi regissant les societes
Corporations Act par actions de regime federal
FORM 4 FORMULA 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
(SECTION 27 OR 177) (ARTICLES 27 OU 177)
1 - Name of corporation - Denomination de la societe
CUISINE EXPERT LTEE
2 - Corporation No. - No de la societe
313472-5
3 - The articles of the above-named corporation are amended as follows:
Les statuts de la societe ci-dessus sont modifies de la facon suivante:
Section 3 of the articles of amendment of the Corporation is modified as
follow
3.1 by the creation of an unlimited number of new class "A" and class
"B" preferred shares;
3.2 by the subdivision of the 100 commons shares currently outstanding
in 2,887,500 commons shares on the basis of 28,875 commons shares
for each commons shares so subdivided;
3.3 by the cancellation of the previously authorized and unissued
preferred shares and, consequently, of the class itself; and
3.4 by the modification and replacement of the rights, privileges,
conditions and restrictions attaching to the shares of the
Corporation with those described in the enclosed Schedule 1, which
forms integral part hereof.
Date Signature Title - Titre
November - , 1996 Signed (elligible) Director
FOR DEPARTMENTAL USE ONLY -
A L'USAGE DU MINISTERE SEULEMENT
Filed - Deposee
CUISINE EXPERT LTEE
SCHEDULE 1
COMMON SHARES
1. The rights, privileges, conditions and restrictions attaching to the
common shares are set forth hereinafter.
VOTING
1.1 The common shares confer upon the registered holders thereof the
right to vote on the basis of one vote per share at all meetings of
shareholders, with the exception of meetings at which only
registered holders of shares of certain specific classes are
entitled to vote.
DIVIDENDS
1.2 Subject to the rights of registered holders of other classes of
shares, registered holders of common shares shall have the right to
receive all dividends declared by the Corporation.
RESTRICTION CONCERNING DIVIDENDS
1.3 Registered holders of common shares shall not be entitled to receive
any dividends the payment whereof would have the effect of
decreasing the Corporation's net asset value to a value lower than
the redemption price of the outstanding class "A" and class "B"
preferred shares.
WINDING-UP, DISSOLUTION AND DISTRIBUTION
1.4 Registered holders of common shares shall have the right to share
the remaining property upon the winding-up or dissolution of the
Corporation or upon any other distribution of its assets to its
shareholders, pro rata to the number of shares held by them.
RESTRICTION ON THE PURCHASE OF
COMMON SHARES BY THE CORPORATION
1.5 The Corporation shall not be entitled to purchase common shares if
the payment of their purchase price would have the effect of
decreasing the Corporation's net asset value to a value lower than
the redemption price of the outstanding class "A" and class "B"
preferred shares.
CLASS "A" AND CLASS "B" PREFERRED SHARES
2. The rights, privileges, conditions and restrictions attaching to the class
"A" and class "B" preferred shares are set forth hereinafter.
DEFINITION
2.1 For purposes of this Article 2, the expression "PROFIT BEFORE TAXES"
shall mean the Corporation's consolidated net profit before taxes,
as established in accordance with accounting principles generally
accepted in Canada, applied on a consistent basis, and as it appears
in the consolidated and audited financial statements of the
Corporation for the financial year preceding the financial year in
question.
VOTING
2.2 Save as expressly provided for in the Canada Business Corporations
Act (the "Act"), registered holders of class "A" and class "B"
preferred shares shall not, in their capacity as such, be entitled
to receive notices of meetings of shareholders, attend same or vote
thereat.
DIVIDENDS AND PARTICIPATION
2.3 As of January 1, 1996, during each financial year for which the
Corporation's Profit Before Taxes is less than three million dollars
($3,000,000), registered holders of class "A" preferred shares shall
have the right to receive, as and when declared by the directors,
from the funds of the Corporation which may then legally be used for
such purpose, a fixed, cumulative, preferred dividend at a rate of
8% of the redemption price of each class "A" preferred share held by
them, as such price is determined in subsection 2.13.1. These
registered holders shall not be entitled to any other dividends.
2.4 During each financial year, registered holders of class "B"
preferred shares shall have the right to receive, as and when
declared by the directors, from the funds of the Corporation which
may then legally be used for such purpose, a fixed, cumulative,
preferred dividend at a rate of 8% of the redemption price of each
class "B" preferred share held by them. These registered holders
shall not be entitled to any other dividends.
RANKING
2.5 No dividends shall be declared or paid on the Corporation's shares
unless the following ranking is observed:
2
2.5.1 if dividends are payable on the class "A" preferred shares in
accordance with the provisions of section 2.3 above, the
ranking shall be as follows:
2.5.1.1 class "B" preferred shares;
2.5.1.2 class "A" preferred shares;
2.5.1.3 common shares;
2.5.2 if no dividends are payable on the class "A" preferred shares
in accordance with the provisions of section 2.3 above, the
ranking shall be as follows:
2.5.2.1 class "B" preferred shares;
2.5.2.2 common shares.
For greater certainty, the directors shall not be entitled to
declare dividends on a lower ranking class of shares if the
dividends on the higher ranking class of shares have not been
declared in full and paid, unless sufficient provision has been made
for the payment thereof.
WINDING-UP, DISSOLUTION AND DISTRIBUTION
2.6 Upon the winding-up or dissolution of the Corporation or any other
distribution of its assets to its shareholders, registered holders
of class "A" and class "B" preferred shares
2.6.1 shall have the right to receive, from its assets, an amount
equal to the redemption price of each share held by them,
prior to any distribution to registered holders of common
shares; and
2.6.2 shall not be entitled to any other distribution of assets
after having received this amount.
INSUFFICIENT FUNDS UPON WINDING-UP
2.7 If the Corporation's assets are insufficient to fully pay the amount
due to the registered holders of class "A" and class "B" preferred
shares, the collocation shall be as follows:
2.7.1 class "B" preferred shares;
2.7.2 if a balance remains, the class "A" preferred shares;
When there are insufficient funds to fully pay the amount due to
registered holders of a given class, each such holder shall share in
the assets or the balance of the assets, as the case may be, in the
proportion that the
3
redemption price of the holder's shares of that class represents
with respect to the total redemption price of all the shares of that
class, to the exclusion of the lower ranking class or classes.
REDEMPTION
2.8 Subject to the relevant provisions of the Act, the class "B"
preferred shares shall be redeemable, in whole or in part, at any
time, at the Corporation's option. A partial redemption within a
given class shall be made in proportion to the number of shares held
by each shareholder of the class in question, as indicated in the
Corporation's records on the date on which the redemption notice is
given, without taking into account any share fractions. Nonetheless,
the shares to be redeemed may be chosen in any other manner, with
the unanimous consent of the registered holders of all the
outstanding shares of the said class.
PROCEDURE FOR SENDING NOTICE
2.9 At least 10 days before the date set for the redemption, the
Corporation shall give a notice thereof to each registered holder of
the shares in question. The said notice shall be sent to the address
of the registered holder as indicated in the Corporation's records
or, failing same, to his last known address. However, the
unintentional failure to send the notice to any of the registered
holders shall not affect the validity of the redemption of the said
shares.
LAPSE OF HOLDERS' RIGHTS
2.10 Once the notice has been given and as of the date set for the
redemption (unless the Corporation does not make the funds necessary
for the payment of the redemption price available), the registered
holders of the shares in question shall cease to have the rights
attaching to such shares, except for the right to receive the
redemption price thereof in consideration for the delivery of the
share certificates for the redeemed shares.
DEPOSIT OF THE REDEMPTION PRICE
2.11 However, if the Corporation declares that it will deposit the
redemption price, before or on the date set for the redemption, with
a bank or trust company specified in the notice, the registered
holders of the shares in question shall, as of the date of the
deposit, cease to have the rights attaching to those shares and
shall contact only the depositary of the funds to obtain the
redemption price; they shall not, under any circumstances, contact
the Corporation directly. In the event the above-mentioned deposit
is made, after the date set for the redemption the registered
holders of the shares that have been redeemed shall be entitled, on
a pro rata basis, to such interest as the bank or trust company may
grant on the funds deposited.
4
REDEMPTION PRICE OF A CLASS "B" PREFERRED SHARE
2.12 The redemption price of a class "B" preferred share shall be $1,
plus the current dividends and any accrued and unpaid dividends.
OBLIGATION TO REDEEM THE CLASS "A" SHARES
UPON THE SALE OF THE CORPORATION THROUGH A SALE OF SHARES
OR A SALE OF ASSETS
2.13 Subject to the relevant provisions of the Act, the Corporation shall
be obliged to redeem all the class "A" preferred shares then
outstanding in the event of a sale of the Corporation either through
a sale of shares or through a sale of an enterprise within the
meaning of the Civil Code of Quebec which relates to all or a
significant portion of the enterprise and which occurs outside the
ordinary course of business of the Corporation, and
2.13.1 if the selling price, in the event of a sale of shares, or
the net selling price, namely the amount of the selling price
less the amount of all liabilities assumed by the purchaser,
in the event of a sale of an enterprise, is thirty million
dollars ($30,000,000) or less, the redemption price of the
class "A" preferred shares shall be equal to the total
contribution received by the Corporation upon the issuance of
the class "A" preferred shares, plus a premium of $0.570728
per share and any accrued and unpaid dividends on such shares;
or
2.13.2 if the said price exceeds thirty million dollars
($30,000,000), the aggregate redemption price of all the class
"A" preferred shares then outstanding shall be one dollar
($1).
2.14 The redemption price provided for in subsection 2.13.1 or in
subsection 2.13.2, as the case may be, shall be paid to the holder
in question within thirty (30) days following the date of such sale.
OBLIGATION TO REDEEM CLASS "A" SHARES
BASED ON THE PROFIT BEFORE TAXES
2.15 Subject to the relevant provisions of the Act, the Corporation shall
be obliged to redeem class "A" preferred shares in accordance with
the following terms and conditions and in the following proportions:
2.15.1 if the Corporation's Profit Before Taxes for the financial
year ending December 31, 1996 is equal to, or greater than
three million dollars ($3,000,000), the Corporation shall
redeem five hundred thousand (500,000) class "A" preferred
shares for an aggregate price of one dollar ($1); and
5
2.15.2 if the Corporation's Profit Before Taxes for the financial
year ending December 31, 1997 is equal to, or greater than
three million six hundred thousand dollars ($3,600,000), the
Corporation shall redeem five hundred thousand (500,000) class
"A" preferred shares for an aggregate price of one dollar
($1).
RESTRICTION ON THE PURCHASE OR REDEMPTION OF CLASS "A"
PREFERRED SHARES
2.16 The Corporation shall not be entitled to redeem class "A" preferred
shares as long as all the class "B" preferred shares have not been
redeemed.
PURCHASE
2.17 Subject to the relevant provisions of the Act, the Corporation shall
also have the right, from time to time and at any time, to purchase
by mutual agreement all or part of the class "A" or class "B"
preferred shares of a registered holder at a price which shall not
exceed their redemption price.
REDUCTION OF THE REDEMPTION PRICE
2.18 If the Corporation reduces the amount of its stated capital related
to the shares of a given class in order to refund to the
shareholders any part of its stated capital, the redemption price or
purchase price of the shares of that class shall be reduced by the
same amount.
CANCELLATION OF SHARES
2.19 The class "A" and class "B" preferred shares which have been
redeemed or purchased in accordance with the provisions hereinabove
shall be cancelled.
RECORD DATE FOR THE PAYMENT OF DIVIDENDS
3. The directors may select, in advance, the latest date of registration (the
"Record Date") for determining the shareholders entitled to receive
dividends, which date shall fall within the 50 days preceding the date of
payment of the dividends. Only shareholders of record on the Record Date
shall be entitled to receive such dividends, notwithstanding any transfer
of shares on the books of the Corporation after such date.
* * *
6
Industry Canada Industrie Canada FORM 9 FORMULE 9
Canada Business Loi regissant les societes ARTICLES OF AMALGAMATION STATUTS DE FUSION
Corporation Act par actions de regime federal (SECTION 185) (ARTICLE 185)
--------------- ----------------------------- ------------- -------------
1 - Name of the amalgamated corporation Denomination de la societe issue de la fusion
CUISINE EXPERT LTEE
2 - The place in Canada where the registered office is to Lieu au Canada ou doit etre situe le siege social
be situated
Montreal Urban Community, Province of Quebec
3 - The classes and ay maximum number of shares that the Categories et tout nombre maximal d'actions que la societe est
corporation is authorized to issue autorisee a emettre
An unlimited number of common shares and an unlimited number of preferred
shares, all of them without par value.
The attached Schedule 1 is an integral part of this form.
4 - Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu
The attached Schedule 2 forms an integral part hereof.
5 - Number (or minimum and maximum number) of directors Nombre (ou nombre minimal ou maximal) d'administrateurs
Minimum: 1 - Maximum: 15
6 - Restrictions, if any, on business the corporation may carry on Limites imposees a l'activite commerciale de la societe,
N/A s'il y a lieu
7 - Other provisions, if any Autres dispositions, s'il y a lieu
The attached Schedules 3 and 4 form an integral parts hereof.
8 - The amalgamation has been approved pursuant to that section 8 - La fusion a ete approuvee en accord avec l'article ou le
or subsection of the Act which is indicated as follows: paragraphe de la Loi indique ci-apres.
[X] 183
[ ] 184(1)
[ ] 184(2)
Corporation No.
9 - Name of the amalgamating corporations No de la Title
Denomination des societes fusionnantes societe Signature Date Titre
-------------------------------------- ------- --------- ---- -----
CUISINE EXPERT LTEE 085383-6 Signed (illegible) 03-31-95 Director
3131734 CANADA INC. 313173-4 Signed (illegible) 03-31-95 Director
FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE Filed - Deposee
SEULEMENT
Corporation No. - No de la societe
313472-4 APR - 3 1995
CUISINE EXPERT LTEE
SCHEDULE 1
COMMON SHARES
1. The rights, privileges, conditions and restrictions attaching to the
common shares are set forth hereinafter.
VOTING
1.1 The common shares confer upon the registered holders thereof the
right to vote on the basis of one vote per share at all meetings of
shareholders, with the exception of meetings at which only
registered holders of shares of certain specific classes are
entitled to vote.
DIVIDENDS
1.2 Subject to the rights of registered holders of other classes of
shares, registered holders of common shares shall have the right to
receive all dividends declared by the Corporation.
WINDING-UP, DISSOLUTION AND DISTRIBUTION
1.3 Registered holders of common shares shall have the right to share
the remaining property upon the winding-up or dissolution of the
Corporation or upon any other distribution of its assets to its
shareholders, pro rata to the number of shares held by them.
PREFERRED SHARES
2. The rights, privileges, conditions and restrictions attaching to the
preferred shares are set forth hereinafter.
VOTING
2.1 Save as expressly provided for in the Canada Business Corporations
Act (the "Act"), registered holders of preferred shares shall not,
in their capacity as such, be entitled to receive notices of
meetings of shareholders, attend same or vote thereat.
DIVIDENDS AND PARTICIPATION
2.2 During each financial year, registered holders of preferred shares
shall have the right to receive, as and when declared by the
directors, from the funds of the Corporation which may then legally
be used for such purpose, a fixed, non-cumulative, preferred
dividend at a rate of 9% of the total amount of the contribution
received by the Corporation in consideration of
each preferred share held by such holders. These registered holders
shall not be entitled to any other dividends, and if any dividend is
not declared in full or in part during a financial year, their right
to receive this dividend or the balance of this dividend, for this
financial year, terminates forever.
RANKING
2.3 No dividends shall be declared or paid on the common shares during a
financial year if the preferred dividends on the preferred shares
have not been declared in full and paid, unless sufficient provision
has been made for the payment thereof.
WINDING-UP, DISSOLUTION AND DISTRIBUTION
2.4 Upon the winding-up or dissolution of the Corporation or any other
distribution of its assets to its shareholders, registered holders
of preferred shares
2.4.1 shall have the right to receive, from its assets, an amount
equal to the redemption price of each share held by them,
prior to any distribution to registered holders of common
shares; and
2.4.2 shall not be entitled to any other distribution of assets
after having received this amount.
INSUFFICIENT FUNDS UPON WINDING-UP
2.5 When there are insufficient funds to fully pay the amount due to
registered holders of a given class, each such holder shall share in
the assets or the balance of the assets, as the case may be, in the
proportion that the redemption price of the holder's shares of that
class represents with respect to the total redemption price of all
the shares of that class, to the exclusion of the lower ranking
class or classes.
REDEMPTION
2.6 Subject to the relevant provisions of the Act, the preferred shares
shall be redeemable, in whole or in part, at any time, at the
Corporation's option. A partial redemption within a given class
shall be made in proportion to the number of shares held by each
shareholder of the class in question, as indicated in the
Corporation's records on the date on which the redemption notice is
given, without taking into account any share fractions. Nonetheless,
the shares to be redeemed may be chosen in any other manner, with
the unanimous consent of the registered holders of all the
outstanding shares of the said class.
2
PROCEDURE FOR SENDING NOTICE
2.7 At least 10 days before the date set for the redemption, the
Corporation shall give a notice thereof to each registered holder of
the shares in question. The said notice shall be sent to the address
of the registered holder as indicated in the Corporation's records
or, failing same, to his last known address. However, the
unintentional failure to send the notice to any of the registered
holders shall not affect the validity of the redemption of the said
shares.
LAPSE OF HOLDERS' RIGHTS
2.8 Once the notice has been given and as of the date set for the
redemption (unless the Corporation does not make the funds necessary
for the payment of the redemption price available), the registered
holders of the shares in question shall cease to have the rights
attaching to such shares, except for the right to receive the
redemption price thereof in consideration for the delivery of the
share certificates for the redeemed shares.
DEPOSIT OF THE REDEMPTION PRICE
2.9 However, if the Corporation declares that it will deposit the
redemption price, before or on the date set for the redemption, with
a bank or trust company specified in the notice, the registered
holders of the shares in question shall, as of the date of the
deposit, cease to have the rights attaching to those shares and
shall contact only the depositary of the funds to obtain the
redemption price; they shall not, under any circumstances, contact
the Corporation directly. In the event the above-mentioned deposit
is made, after the date set for the redemption the registered
holders of the shares that have been redeemed shall be entitled, on
a pro rata basis, to such interest as the bank or trust company may
grant on the funds deposited.
REDEMPTION PRICE OF PREFERRED SHARE
2.10 The redemption price of a preferred share shall be equal to the full
contribution received by the Corporation upon the issue of such
share, plus the declared and unpaid dividends, if any.
PURCHASE
2.11 Subject to the relevant provisions of the Act, the Corporation shall
also have the right, from time to time and at any time, to purchase
by mutual agreement all or part of the preferred shares of a
registered holder at a price which shall not exceed their redemption
price.
3
REDUCTION OF THE REDEMPTION PRICE
2.12 If the Corporation reduces the amount of its stated capital related
to the shares of a given class in order to refund to the
shareholders any part of its stated capital, the redemption price or
purchase price of the shares of that class shall be reduced by the
same amount.
CANCELLATION OF SHARES
2.13 The preferred shares which have been redeemed or purchased in
accordance with the provisions hereinabove shall be cancelled.
RECORD DATE FOR THE PAYMENT OF DIVIDENDS
3. The directors may select, in advance, the latest date of registration (the
"Record Date") for determining the shareholders entitled to receive
dividends, which date shall fall within the 50 days preceding the date of
payment of the dividends. Only shareholders of record on the Record Date
shall be entitled to receive such dividends, notwithstanding any transfer
of shares on the books of the Corporation after such date.
* * *
4
CUISINE EXPERT LTEE
SCHEDULE 2
No share from the share capital of the Corporation shall be transferred or
assigned without the consent of the directors or the shareholders given by way
of a resolution.
* * *
CUISINE EXPERT LTEE
SCHEDULE 3
1. The number of shareholders of the Corporation is limited to 50, excluding
those who are or have been employees of the Corporation or any of its
subsidiaries. Two persons or more holding jointly one or several shares
are counted as one shareholder.
2. Any public offering by the Corporation is prohibited.
3. Without limiting the scope of Section 189 of the Canada Business
Corporations Act, to secure the payment of bonds, debentures and
debentures-stocks, authorized to be issued by the governing statutes, the
Corporation may hypothecate, pledge or charge its real or personal
property, owned or subsequently acquired.
4. The directors of the Corporation can designate one or more directors for a
term of office expiring no later than the close of the next annual
meeting, provided that the total number of directors so designated does
not exceed the third of the number of directors elected at the last annual
meeting.
* * *
CUISINE EXPERT LTEE
SCHEDULE 4
TERMS OF CONVERSION
The terms governing the conversion of the shares of CUISINE EXPERT LTEE
("CUISINE") and 3131734 CANADA INC. ("3131734") for shares of the amalgamated
corporation are as follows:
1.1. each common share of the share capital of CUISINE currently
outstanding is converted into 1 common share of the share capital of
the amalgamated corporation;
1.2. each common share of CUISINE currently outstanding held by 3131734
is cancelled without repayment of capital represented by such share;
and
1.3. each class "A" share of 3131734 currently outstanding is converted
in 1 common share of the share capital of the amalgamated
Corporation
* * * *