Exhibit 3.13
(CANADIAN FLAG) Industry Canada Industrie Canada
(Unofficial English Translation)
CERTIFICATE CERTIFICAT
OF AMALGAMATION DE FUSION
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT IES SOCIETES PAR ACTIONS
MAAX CANADA INC.
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Name of corporation-Denomination de la societe
I hereby certify that the articles of the above-named corporation resulted from
an amalgamation, under section 185 of the Canada Business Corporations Act, of
the corporations set out in the attached articles of amalgamation.
424325-1
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Corporation number-Numero de la societe
Je certifie que les statuts de la societe susmentionnee est issue d'une fusion,
en vertu de l'article 185 de la Loi canadienne sur les societes par actions, des
societes dont les denominations apparaissent dans les statuts de fusion
ci-joints.
JUNE 4, 2004 / LE 4 JUIN 2004
Director - Directeur
Date of Amalgamation - Date de fusion
(CANADIAN FLAG)
CANADA
(CANADIAN FLAG) Industry Canada Industrie Canada
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT IES SOCIETES PAR ACTIONS
I HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF THE DOCUMENT MAINTAINED IN
THE RECORDS OF THE DIRECTOR.
JE CERTIFIE, PAR LES PRESENTES, QUE LE DOCUMENT CI-JOINT EST UNE COPIE EXACTE
D'UN DOCUMENT CONTENU DANS LES LIVRES TENUS PAR LE DIRECTEUR.
Canada Business Corporations
Deputy Director - Directeur adjoint Date June (Juin) 09 2004
Loi canadienne sur
les societes par actions
(CANADIAN FLAG)
CANADA
(CANADIAN FLAG)
Industry Canada Industrie Canada
Canada Business Loi canadienne sur les
Corporation Act societes par actions
FORM 9 FORMULE 9
ARTICLES OF AMALGAMATION STATUTS DE FUSION
(SECTION 185) (ARTICLE 185)
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1 - Name of the amalgamated corporation Denomination sociale de la societe issue de la fusion
MAAX CANADA INC.
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2 - The province or territory in Canada where the registered La province ou le territoire au Canada ou se situera le siege
office is to be situated social
PROVINCE OF QUEBEC.
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3 - The classes and any 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
SCHEDULE 1 ATTACHED HERETO IS INCORPORATED HEREIN BY REFERENCE AS IF HEREIN SET FORTH AT LENGTH.
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4 - Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu
SCHEDULE 2 ATTACHED HERETO IS INCORPORATED HEREIN BY REFERENCE AS IF HEREIN SET FORTH AT LENGTH.
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5 - Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs
MINIMUM 1 - MAXIMUM 10
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6 - Restrictions, if any, on business the corporation may carry on Limites imposees a l'activite commerciale de la societe, s'il
y a lieu
NONE.
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7 - Other provisions, if any Autres dispositions, s'il y a lieu
SCHEDULE3 ATTACHED HERETO IS INCORPORATED HEREIN BY REFERENCE AS IF HEREIN SET FORTH AT LENGTH.
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8 - The amalgamation has been approved pursuant to that section 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:
( ) 183
(X ) 184(1)
( ) 184(2)
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9 - Name of the amalgamating corporations Corporation No. Signature Date Title
Denomination sociale des societes fusionnantes No de la societe Titre
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MAAX CANADA INC. 051263-0 ANDRE HEROUX MAY 28, 2004 PRESIDENT
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4200209 CANADA INC. 4200209 JAMES C. RHEE MAY 28, 2004 DIRECTOR
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For Departmental Use Only - A l'usage du ministere Filed - Deposee
Corporation No. (CANADIAN FLAG)
No de la societe > JUNE 4, 2004 CANADA
JUIN
IC 3190 (2001/11)
DM_MTL/119509-00004/907907.2
SCHEDULE 1
DESCRIPTION OF SHARE CAPITAL
The Corporation is authorized to issue an unlimited number of Class A, B and C
shares.
1. CLASS A SHARES
Subject to the rights, privileges, conditions and restrictions attached to
the other classes of shares, the Class A shares shall carry the following
rights and restrictions:
1.1 VOTING RIGHT. Holders of Class A shares shall have the right to
receive notice of any meeting of shareholders of the Corporation, to
attend such meeting and to vote thereat on the basis of one (1) vote
per Class A share held.
1.2 DIVIDEND. Holders of Class A shares shall have the right to receive
any dividend declared by the Corporation.
1.3 REMAINING PROPERTY. Upon the winding-up of the Corporation, holders
of Class A shares shall have the right to share the remaining
property of the Corporation.
1.4 RESTRICTION. Notwithstanding subsection 1.2 hereinabove, no dividend
or purchase price may be paid on the Class A shares if payment
thereof would cause the realizable value of the net assets of the
Corporation to be insufficient to proceed with the redemption and
payment of the outstanding Class C shares.
2. CLASS B SHARES
The Class B shares shall carry the following rights, privileges,
conditions and restrictions:
2.1 VOTING RIGHT. Except where the right to vote is conferred
specifically thereon by the Canada Business Corporations Act, the
Class B shares shall not confer upon their holders the right to vote
at meetings of shareholders, to be convened to or to attend such
meetings.
2.2 DIVIDEND. Holders of Class B shares shall have the right to receive,
for each fiscal year of the Corporation and to the extent that the
directors so declare, a non-cumulative dividend in a maximum annual
amount equal to four percent (4%) of the amount credited to the
stated capital account for such shares on the date of declaration of
the dividend; such dividend being non-cumulative, if, for a given
fiscal year, the directors do not declare it or declare only a part
thereof, the right of holders of Class B shares to the undeclared
portion of such dividend for such fiscal year shall be forever
extinguished; such dividend shall rank after the dividend payable on
the Class C shares.
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2.3 UNILATERAL REDEMPTION. Subject to the provisions of the Canada
Business Corporations Act and subsection 2.6, the Corporation shall
have the right, by resolution of the board of directors, to redeem,
at all times, unilaterally, all or part of the Class B shares then
outstanding, the whole in accordance with the following terms and
conditions:
2.3.1 the Corporation shall give a written notice of redemption to
each registered holder of Class B shares or send such notice
by mail to the last known address of the holder; such notice
shall inform the holder of the redemption and shall specify
the date on which such redemption shall take effect (the
"Redemption Date"), such date being required to be no less
than 10 days subsequent to the date on which the Corporation
delivered or sent the notices of redemption; any holder may
waive the sending of a notice of redemption;
2.3.2 on the Redemption Date, the Class B shares redeemed shall be
cancelled automatically and their holders shall have the
right, upon delivery of the duly endorsed certificates
representing such shares, to the payment of their "Redemption
Value" as defined hereinbelow, as well as the payment of any
dividend then declared and unpaid thereon. If a part only of
the Class B shares represented by such certificates is
redeemed, a new certificate shall be issued for the remaining
shares;
2.3.3 in respect of holders of redeemed Class B shares who fail to
deliver for cancellation the certificates representing such
shares, the Corporation may deposit an amount corresponding to
their "Redemption Value" with the Minister of Finance of the
Province of Quebec, in accordance with the provisions of the
Deposit Act, R.S.Q., c. D-5, or at any other location
designated in the notice of redemption, for such holders. The
rights of such holders shall be limited to receiving the
amount so deposited to their credit upon delivery of the
certificates representing the redeemed shares, and, as the
case may be, to having new certificates issued by the
Corporation for their remaining Class B shares;
2.3.4 if the redemption is partial, it shall be carried out rateably
to the number of Class B shares outstanding, without taking
into account fractional shares, or in any other manner
proposed by the Corporation and accepted unanimously by the
holders of such shares.
2.4 REDEMPTION ON DEMAND. Any holder of Class B shares may demand at any
time that the Corporation redeem to it all or part of such shares,
and the Corporation shall be obliged to proceed with such
redemption, the whole in accordance with the following terms and
conditions:
2.4.1 the demand for redemption shall be signed by the registered
holder of the Class B shares or by his attorney and given to
the secretary of the Corporation, together with the duly
endorsed certificate or certificates representing the Class B
shares to be redeemed. The demand for redemption shall specify
the number of Class B shares that the holder wishes to have
redeemed;
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2.4.2 on the tenth business day following the date of receipt of the
demand for redemption (the "Redemption Date"), the Corporation
shall proceed with the redemption of all of the Class B shares
indicated in such demand, and the holder thereof shall
receive:
(a) the payment of the entire portion of the Redemption
Value, as defined hereinbelow, of the Class B shares
redeemed that the Corporation may pay without
contravening the provisions of section 36(2) of the
Canada Business Corporations Act and also without
contravening the provisions of subsection 2.6
hereinbelow;
(b) the payment of any dividend declared and unpaid on such
shares, subject to subsection 2.6; and
(c) as the case may be, a certificate for the balance of the
Class B shares represented by the certificate or
certificates delivered to the Corporation in accordance
with paragraph 2.4.1, if the demand for redemption bears
on a part only of such shares;
2.4.3 on the Redemption Date, subject however to adjustment in
accordance with paragraph 2.4.5 hereinbelow:
(a) all of the Class B shares redeemed shall be deemed to be
irrevocably cancelled, and their holders shall cease to
benefit from the rights attached to such shares, except
the right to receive payment of their Redemption Value
and the dividends declared and unpaid thereon;
(b) the stated capital account maintained for the Class B
shares shall be debited in accordance with the Canada
Business Corporations Act;
2.4.4 holders of Class B shares redeemed but not fully paid-up on
the Redemption Date shall be entitled to be paid the balance
of the Redemption Value of such shares as and when the
Corporation may legally make payment thereof;
2.4.5 holders of Class B shares redeemed but not fully paid-up on
the Redemption Date, within fifteen (15) days following the
time they are notified that they cannot receive full payment
of the Redemption Value of their shares, may, by written
notice, request that the Corporation apply the amount they
received to the full payment of the Redemption Value of part
of such shares as well as the dividends declared and unpaid
thereon, without taking into account fractional shares, and
withdraw their demands for redemption pertaining to the
balance of such shares. Upon receipt of such a notice, the
Corporation shall proceed with the necessary adjustments in
its registers and its stated capital account, such that on the
Redemption Date only the fully paid-up portion of the Class B
shares indicated in the demand for redemption shall be
redeemed and cancelled. Certificates representing the Class B
shares for which the demands for redemption have been
withdrawn shall be delivered to their holders. The period of
fifteen (15) days mentioned in this paragraph is of the
essence; after such
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period, holders may no longer avail themselves of the
provisions of this paragraph.
2.5 REDEMPTION VALUE. The Redemption Value of each Class B share shall
correspond to the amount credited to the stated capital account in
respect of such class of shares, divided by the number of such
shares outstanding.
2.6 RESTRICTION. Notwithstanding the foregoing, no dividend or purchase
or redemption price shall be paid on the Class B shares which would
cause the realizable value of the net assets of the Corporation to
be insufficient to proceed with the redemption and payment of the
Class C shares outstanding.
2.7 REIMBURSEMENT. In the event of the winding-up of the Corporation,
holders of Class B shares shall rank after holders of Class C shares
and shall receive, prior to holders of Class A shares, an amount
equal to the "Redemption Value" of their Class B shares, as defined
hereinabove.
2.8 ADDITIONAL PARTICIPATION. Holders of Class B shares shall not
participate further in the property or profits of the Corporation.
3. CLASS C SHARES
The Class C shares shall carry the following rights, privileges,
conditions and restrictions:
3.1 VOTING RIGHT. Except where the Canada Business Corporations Act
specifically confers the right to vote, the Class C shares shall not
confer upon their holders the right to vote at meetings of
shareholders, to be convened to or to attend such meetings.
3.2 DIVIDEND. Holders of Class C shares shall have the right to receive,
for each month in the fiscal year of the Corporation and to the
extent that the directors so declare, a preferred non-cumulative
dividend in a maximum amount equal to four-fifths of one percent
(4/5ths of 1%) per month on the "Redemption Value" of such shares,
as defined hereinbelow, on the date of declaration of the dividend;
such dividend being non-cumulative, if, for a given month, the
directors do not declare it or declare only a part thereof, the
right of holders of Class C shares to the undeclared portion of such
dividend for such month shall be forever extinguished; such dividend
being preferred, no dividend may be declared, paid or set aside for
payment on the Class A and B shares, at any time whatsoever during
any month, unless during such same month, the full amount of the
dividend prescribed on the Class C shares has been declared and paid
in full or set aside for payment on all of the Class C shares then
outstanding.
3.3 UNILATERAL REDEMPTION. Subject to the provisions of the Canada
Business Corporations Act, the Corporation shall have the right, by
resolution of the board of directors, to redeem, at all times,
unilaterally, all or part of the Class C shares then outstanding,
the whole in accordance with the following terms and conditions:
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3.3.1 the Corporation shall deliver to each registered holder of
Class C shares a written notice of redemption or send such
notice by mail to the last known address of the holder; such
notice shall inform the holder of the redemption and shall
specify the date on which such redemption shall take effect
(the "Redemption Date"), such date being required to be no
less than 10 days subsequent to the date on which the
Corporation delivered or sent the notices of redemption; any
holder may waive the sending of a notice of redemption;
3.3.2 on the Redemption Date, the Class C shares redeemed shall be
cancelled automatically and their holders shall have the
right, upon delivery of the duly endorsed certificates
representing such shares, to the payment of their Redemption
Value as defined hereinbelow, as well as the payment of any
dividend then declared and unpaid thereon. If a part only of
the Class C shares represented by such certificates is
redeemed, a new certificate shall be issued for the remaining
shares;
3.3.3 in respect of holders of redeemed Class C shares who fail to
deliver for cancellation the certificates representing such
shares, the Corporation may deposit an amount corresponding to
their Redemption Value with the Minister of Finance of the
Province of Quebec, in accordance with the provisions of the
Deposit Act, R.S.Q., c. D-5, or at any other location
designated in the notice of redemption, for such holders. The
rights of such holders shall be limited to receiving the
amount so deposited to their credit upon delivery of the
certificates representing the redeemed shares, and, as the
case may be, to having new certificates issued by the
Corporation for their remaining Class C shares;
3.3.4 if the redemption is partial, it shall be carried out rateably
to the number of Class C shares outstanding, without taking
into account fractional shares, or in any other manner
proposed by the Corporation and accepted unanimously by the
holders of such shares.
3.4 REDEMPTION ON DEMAND. Any holder of Class C shares may demand at all
times that the Corporation redeem all or part of such shares, and
the Corporation shall be obliged to proceed with such redemption,
the whole in accordance with the following terms and conditions:
3.4.1 the demand for redemption shall be signed by the registered
holder of the Class C shares or by its attorney and given to
the secretary of the Corporation, together with the duly
endorsed certificate or certificates representing the Class C
shares to be redeemed. The demand for redemption shall specify
the number of Class C shares that the holder wishes to have
redeemed;
3.4.2 on the tenth business day following the date of receipt of the
demand for redemption (the "Redemption Date"), the Corporation
shall proceed with the redemption of all of the Class C shares
indicated in such demand, and the holder thereof shall
receive:
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(a) payment of the entire portion of the Redemption Value,
as defined hereinbelow, of the Class C shares redeemed
which the Corporation may pay without contravening the
provisions of section 36(2) of the Canada Business
Corporations Act;
(b) payment of any dividend declared and unpaid on such
shares; and
(c) as the case may be, a certificate for the balance of the
Class C shares represented by the certificate or
certificates delivered to the Corporation in accordance
with paragraph 3.4.1, if the demand for redemption bears
on a part only of such shares;
3.4.3 on the Redemption Date, subject however to adjustment in
accordance with paragraph 3.4.5 hereinbelow:
(a) all of the Class C shares redeemed shall be deemed to be
irrevocably cancelled, and their holders shall cease to
benefit from the rights attached to such shares, except
the right to receive payment of their Redemption Value
and the dividends declared and unpaid thereon;
(b) the stated capital account maintained for the Class C
shares shall be debited in accordance with the Canada
Business Corporations Act;
3.4.4 holders of Class C shares redeemed but not fully paid-up on
the Redemption Date shall be entitled to be paid the balance
of the Redemption Value of such shares as and when the
Corporation may legally make payment thereof;
3.4.5 holders of Class C shares redeemed but not fully paid-up on
the Redemption Date, within fifteen (15) days following the
time they are notified that they cannot receive full payment
of the Redemption Value of their shares, may, by written
notice, request that the Corporation apply the amount they
have received to the full payment of the Redemption Value of
part of such shares as well as the dividends declared and
unpaid thereon, without taking into account fractional shares,
and withdraw their demands for redemption pertaining to the
balance of such shares. Upon receipt of such a notice, the
Corporation shall proceed with the necessary adjustments in
its registers and its stated capital account, such that on the
Redemption Date only the fully paid-up portion of the Class C
shares indicated in the demand for redemption shall be
redeemed and cancelled. Certificates representing the Class C
shares for which the demands for redemption have been
withdrawn shall be delivered to their holders. The period of
fifteen (15) days mentioned in this paragraph is of the
essence; after such period, holders may no longer avail
themselves of the provisions of this paragraph.
3.5 REDEMPTION VALUE. The "Redemption Value" for each of the Class C
shares shall be equal to the portion of the total amount credited to
the stated capital account for such shares, plus a premium equal to
the difference between the fair market value, upon the
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issuance of the Class C share, of the consideration received by the
Corporation in exchange for the issuance of such Class C share and
the total composed of:
(a) the amount paid into the stated capital account for such
shares; and
(b) the fair market value of any property, other than the
Class C shares, given in payment of such consideration.
3.6 ADJUSTMENT. The fair market value of the consideration mentioned in
the preceding subsection shall be that established by the
Corporation and the subscriber of the Class C shares upon the
issuance of such shares. However, in the event that following an
income-tax assessment or a draft income-tax assessment, such
consideration were to be attributed a fair market value that is
different from the fair market value so established, the amount of
the premium payable upon the redemption of the Class C shares would
be increased or reduced in accordance with any new valuation
determined by the fiscal authorities, failing which such amount
would be established by final, enforceable judgment of a competent
court. In the event of a discrepancy between the valuations so
established with the federal and provincial fiscal authorities
respectively, the adjustment set forth hereinabove will be effected
on the basis of the lower of such valuations.
3.7 REIMBURSEMENT. In the event of the winding-up of the Corporation,
holders of Class C shares shall receive, prior to holders of Class A
and Class B shares, an amount equal to the "Redemption Value" of
their Class C shares, as defined hereinabove.
3.8 ADDITIONAL PARTICIPATION. Holders of Class C shares shall not
participate further in the property or profits of the Corporation.
SCHEDULE 2
RESTRICTIONS ON TRANSFER OF SHARES,
No shares of the share capital of the Corporation shall be transferred
without the approval of the directors evidenced by a resolution of the board,
provided that approval of any transfer of shares may be given as aforesaid after
the transfer has been effected upon the books of the Corporation in which event,
unless the said resolution stipulates otherwise, the said transfer shall be
valid and shall take effect as from the date of its entry upon the books of the
Corporation.
SCHEDULE 3
OTHER PROVISIONS
1. The number of shareholders of the Corporation shall be limited to fifty
(50), not including shareholders who are or were employees of the
Corporation or of a subsidiary, two (2) or more persons holding one (1) or
more shares jointly being counted as a single shareholder.
2. Any distribution of securities to the public is prohibited.