Exhibit 3.1
ARTICLES OF INCORPORATION
OF
NEW 1, INC.
These Articles of Incorporation are signed by the incorporator for the
purpose of forming a profit corporation pursuant to the provisions of Act 284,
Public Acts of 1972, as amended.
ARTICLE I
The name of the corporation is New 1, Inc.
ARTICLE II
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
ARTICLE III
The total authorized capital stock is 50,000 shares of common stock with a
par value of $1.00 per share.
ARTICLE IV
The address of the initial registered office is 650 Frey Building, Grand
Rapids, Michigan 49503.
The name of the initial resident agent at the registered office is Stuart
F. Cheney.
ARTICLE V
The name and address of the incorporator are as follows:
Name Business Address
---- ----------------
Bruce M. Lentz 650 Frey Building
Grand Rapids, MI 49503
ARTICLE VI
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them, a
court of equity jurisdiction within the state, on application of
this corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on this corporation.
ARTICLE VII
Any action required or permitted to be taken at an annual or special
meeting of shareholders may be taken without a meeting without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted. In
the event of any such action, prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to shareholders who have not consented in writing.
IN WITNESS WHEREOF, the undersigned, the incorporator of the above-named
corporation, has hereunto signed these Articles of Incorporation on this 18th
day of November, 1987.
/s/ Bruce M. Lentz
------------------
Bruce M. Lentz
DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX remitting fees:
BELOW. Include name, street and number
(or P.O. box), city, state and ZIP code. ________________________________
________________________________
Diane A. Semon Preparer's name and business
Hecht & Cheney telephone number:
6th Floor, Frey Building
Grand Rapids, MI 49503 ________________________________
________________________________
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NEW 1, INC.
The undersigned corporation executes the following Certificate of
Amendment to its Articles of Incorporation pursuant to the provisions of Section
631, Act 284, Public Acts of 1972, as amended:
1. The name of the corporation is New 1, Inc.
The location of the registered office is 650 Frey Building, Grand Rapids,
Michigan 49503.
The name of the initial resident agent at the registered office is Stuart
F. Cheney.
2. The following amendment to the Articles of Incorporation was adopted by
the shareholders of the corporation in accordance with Subsection (2) of Section
611, Act 284, Public Acts of 1972, as amended, on the 23rd day of February,
1988.
RESOLVED, that Articles I and IV of the Articles of Incorporation be, and
it is hereby, amended to read in its entirety as follows:
"ARTICLE I
The name of the corporation is Autocam Corporation.
ARTICLE IV
1. The address of the registered office is 4060 E. Paris, S. E., Grand
Rapids, Michigan 49508.
3. The name of the resident agent at the registered office is John C.
Kennedy, III."
3. The necessary number of shares as required by
statute were voted in favor of the amendment. Signed this 29 day of Feb.,
1988.
NEW 1, INC.
By: /s/ John C. Kennedy
---------------------------
John C. Kennedy, III
Its: President
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AUTOCAM CORPORATION
The corporation's original articles of incorporation were filed November
24, 1987. The corporation had a prior name of New 1, Inc. The corporation's
current name is Autocam Corporation, and its CID number is 394-416. Pursuant to
the provisions of Act 284, Public Acts of 1972, as amended, the corporation
executes these Amended and Restated Articles of Incorporation.
ARTICLE I
The name of the corporation is Autocam Corporation.
ARTICLE II
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
ARTICLE III
The address of the corporation's registered office is: 4070 East Paris
Avenue, Kentwood, Michigan 49512.
The name of the resident agent at the registered office is John C.
Kennedy, III.
ARTICLE IV
The total authorized capital stock of corporation is ten million
(10,000,000) shares of common stock without par value, and twenty thousand
(20,000) shares of preferred stock.
The Board of Directors of the corporation is authorized at any time and
from time to time, to provide for the issuance of shares of preferred stock in
one or more series, each with such voting powers, full or limited, or without
voting powers, and with such stated values, designations, preferences and
relative participating, conversion, option or other rights, and such
qualifications, limitations or restrictions thereon, as shall be stated in the
resolution or resolutions providing for the issuance thereof adopted by the
Board of Directors.
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them, a
court of equity jurisdiction within
the state, on application of this corporation or of a creditor or shareholder
thereof, or on application of a receiver appointed for the corporation, may
order a meeting of the creditors or class of creditors or of the shareholders or
class of shareholders to be affected by the proposed compromise or arrangement
or reorganization, to be summoned in such manner as the court directs. If a
majority in number representing 3/4 in value of the creditors or class of
creditors, or of the shareholders or class of shareholders, to be affected by
the proposed compromise or arrangement or a reorganization, agree to a
compromise or arrangement or a reorganization of this corporation as a
consequence of the compromise or arrangement, the compromise or arrangement and
the reorganization, if sanctioned by the court to which the application has been
made, shall be binding on all the creditors or class of creditors, or on all the
shareholders or class of shareholders and also on this corporation.
ARTICLE VI
The Board of Directors shall be divided into three classes as nearly equal
in number as possible, with the term of office of one class expiring each year.
During the intervals between annual meetings of stockholders, any vacancy
occurring in the Board of Directors caused by resignation, removal, death or
other incapacity, and any newly created directorships resulting from an increase
in the number of directors, shall be filled by a majority vote of the directors
then in office, whether or not a quorum. Each director chosen to fill a vacancy
shall hold office for the unexpired term of his or her predecessor, chosen to
fill a newly created directorship such person shall hold office until the next
election of the class for which such director shall have been chosen. When the
number of directors is changed, any newly created directorships or any decrease
in directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. Any director may be removed from
office as a director at any time, with or without cause, by the affirmative vote
of stockholders of record holding two-thirds (2/3) of the outstanding shares of
stock of the corporation entitled to vote in elections of directors at a meeting
of the stockholders called for that purpose.
ARTICLE VII
No director of the corporation shall be personally liable to the
corporation or to its shareholders for monetary damages for breach of the
director's fiduciary duty, except for liability (i) for a breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) for a violation of Section 551(1) of the
Michigan Business Corporation Act, or (iv) for a transaction from which the
director derived an improper personal benefit. If the Michigan Business
Corporation Act is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the corporation,
in addition to the limitation on personal liability contained in these articles
of incorporation, shall be eliminated or limited to the fullest extent permitted
by the Michigan Business Corporation Act as so amended. No amendment or repeal
of this Article
-2-
VI shall apply to or have any effect on the liability or alleged liability of
any director of the corporation for or with respect to any acts or omissions of
any director occurring before the effective date of any such amendment or
repeal.
The foregoing indemnification provisions shall be deemed to be a contract
between the corporation and each director, officer, employee and agent who
serves in any such capacity at any time while these provisions as well as the
relevant provisions of the Michigan Business Corporation Act are in effect and
any repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action, suit, or proceeding previously or thereafter brought or threatened based
in whole or in part upon any such state of facts. Such a "contract right" may
not be modified retroactively without express the consent of such director,
officer, employee or agent, and shall not be deemed exclusive of any other
rights to which those indemnified may be entitled.
ARTICLE VIII
The corporation shall indemnify directors of the corporation to the
fullest extent permitted by law in connection with any actual or threatened
civil, criminal, administrative or investigative action, suit or proceeding
arising out of their service as a director or in any other capacity to the
corporation. Persons who are not directors may be similarly indemnified as
authorized by Bylaw, resolution of the Board of Directors, or agreement approved
by the Board of Directors. Any change in the Michigan Business Corporation Act,
or in these articles of incorporation or in the Bylaws of the corporation the
effect of which would reduce the scope of directors' indemnification shall not
apply to directors' actions or omissions occurring before any such change.
The foregoing indemnification provisions shall be deemed to be a contract
between the corporation and each director, officer, employee and agent who
serves in any such capacity at any time while these provisions as well as the
relevant provisions of the Michigan Business Corporation Act are in effect and
any repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action, suit, or proceeding previously or thereafter brought or threatened based
in whole or in part upon any such state of facts. Such a "contract right" may
not be modified retroactively without the express consent of such director,
officer, employee or agent, and shall not be deemed exclusive of any other
rights to which those indemnified may be entitled.
-3-
The foregoing Amended and Restated Articles of Incorporation were duly
adopted on August 15, 1991, by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Michigan Business
Corporation Act.
DATED: August 15, 1991 AUTOCAM CORPORATION
By: /s/ John C. Kennedy, III
----------------------------
John C. Kennedy, III
Its: President
-4-
DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX remitting fees:
BELOW. Include name, street and number
(or P.O. box), city, state and ZIP code. AUTOCAM CORPORATION
_____________________________
_____________________________
TIMOTHY J. HAZLETT, ESQ. Preparer's name and business
DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN telephone number:
300 OTTAWA AVENUE, N.W., Suite 650 Timothy J. Hazlett
GRAND RAPIDS, MI 49503 -----------------------------
(616) 458-1300
MICHIGAN DEPARTMENT OF COMMERCE-- CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) DATE RECEIVED
Sept 9, 1991
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation Is: Autocam Corporation
2. The corporation identification number (CID) assigned by the Bureau is:
394 -- 416
3. The location of its registered office is:
4070 East Paris Avenue, Kentwood , , Michigan 49512
---------------------------------------------------- ----------
(Street Address) (City) (ZIP Code)
4. Article IV of the Articles of Incorporation is hereby amended to read as
follows:
"ARTICLE IV
The total authorized capital stock of the corporation is ten million
(10,000,000) shares of common stock without par value, and two hundred thousand
(200,000) shares of preferred stock.
The Board of Directors of the corporation is authorized at any time and
from time to time, to provide for the issuance of shares of preferred stock in
one or more series, each with such voting powers, full or limited, or without
voting powers, and with such stated values, designations, preferences and
relative participating, conversion, option or other rights, and such
qualifications, limitations or restrictions thereon, as shall be stated in the
resolution or resolutions providing for the issuance thereof adopted by the
Board of Directors."
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a.[ ] The foregoing amendment to the Articles of Incorporation was duly adopted
on the _____ day of , 19 ____ , in accordance with the provisions of the
Act by the unanimous consent of the incorporator(s) before the first
meeting of the board of directors or trustees.
Signed this___________day of _______________________________, 19_____.
____________________________________ __________________________________
(Signature) (Signature)
____________________________________ __________________________________
(Type or Print Name) (Type or Print Name)
____________________________________ __________________________________
(Signature) (Signature)
____________________________________ __________________________________
(Type or Print Name) (Type or Print Name)
b. xx The foregoing amendment to the Articles of Incorporation was duly
adopted on the 1st day of, September, 1991. The amendment; (check one
of the following)
[ ] was duly adopted in accordance with Section 611(2) of the Act by
the vote of the shareholders if a profit corporation, or by the
vote of the shareholders or members if a nonprofit corporation, or
by the vote of the directors if a nonprofit corporation organized
on a nonstock directorship basis. The necessary votes were cast in
favor of the amendment.
[ ] was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.
[ ] was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required
by statute in accordance with Section 407 (1) and (2) of the Act
if a nonprofit corporation, and Section 407 (1) of the Act if a
profit corporation. Written notice to shareholders or members who
have not consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles of
Incorporation.)
xx was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407 (3) of the
Act if a non-profit corporation, and Section 407 (2) of the Act if
a profit corporation.
Signed this 1st day of September, 1991
By /s/ John C. Kennedy
----------------------------------------------------------
(Only signature of: President, Vice-President, Chairperson
and Vice-Chairperson)
John C. Kennedy President
----------------------------------------------------------
(Type or Print Name) (Type or Print Title)
<Table>
DOCUMENT WILL BE RETURNED TO Name of person or organization
NAME AND MAILING ADDRESS INDICATED remitting fees:
IN THE BOX BELOW. Include
name, street and number Dickinson, Wright, Moon,
(or P.O. box), city, state Van Dusen & Freeman
and ZIP code. -------------------------------
Preparer's name and business telephone
number:
Timothy J. Hazlett
-------------------
(616) 458-1300
</Table>
Timothy J. Hazlett, Esquire
Dickinson, Wright, Moon, Van Dusen & Freeman
300 Ottawa Avenue, N.W., Ste. 650
Grand Rapids, Michigan 49503
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document,
is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
above as evidence of filing.
Since this document must be microfilmed, it is important that the filing
be legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit or nonprofit corporation. Do not use this form for
restated articles. A nonprofit corporation is one incorporated to carry
out any lawful purpose or purposes not involving pecuniary profit or gain
for its directors, officers, shareholders, or members. A nonprofit
corporation formed on a nonstock directorship basis, as authorized by
Section 302 of the Act, may or may not have members, but if it has
members, the members are not entitled to vote.
4. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
5. Item 4 -- The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.
6. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated.
7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of
the incorporators if more than one listed in Article V of the Articles of
Incorporation if a profit corporation, and all the incorporators if a
non-profit corporation. If the amendment is otherwise adopted, item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson or vice-chairperson of the corporation.
8. FEE: (Make remittance payable to the State of Michigan.
Include corporation name and CID Number
on check or money order).......................................... $10.00
Franchise fee for profit corporations (payable only if
authorized shares have increased): each additional 20,000
authorized shares or portion thereof.............................. $30.00
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302
C&S-2500 (4-90) FOR BUREAU USE ONLY
MICHIGAN DEPARTMENT
OF COMMERCE
1991 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
(Please read instructions before completing form)
This report shall be filed by all profit corporations no later than May
15, 1991 showing the corporate condition at the close of business on December 31
or upon the date of the close of file latest fiscal year next preceding the time
for filing. ONLY those corporations incorporated or admitted after December 31,
1990 and before May 16, 1991 are exempt from filing. The report is required in
accordance with the provisions of Section 911, Act 284, Public Acts of 1972.
Penalties may be assessed under the Act for failure to file.
This Report Must Report of Condition on December Corporation 394416
be Filed before 31, 1990 or __________________ Number
May 16, 1991
1. Corporate Name
AUTOCAM CORPORATION 7
4060 E. PARIS, S.E. 8
GRAND RAPIDS MI 9
49508
2. Resident Agent -- do not alter preprinted information in this item or item 3.
John C. Kennedy, III
3. Registered Office Address in Michigan-- No., Street, City, Zip
4060 E. PARIS, S.E.
GRAND RAPIDS 49508
4. Federal Employer No.
38-27901521
5. Term of Existence
PERPETUAL
6. Incorporation Date
11/24/1987
7. State of Incorporation
MI
8. Date of Admittance
(Foreign Corp.)
9. Act Under Which Incorporated (if other than 1931, P.A. 327 or 1972, P.A. 284)
10. COMPLETE THIS SECTION ONLY IF THE RESIDENT AGENT IN ITEM 2 OR THE REGISTERED
OFFICE IN ITEM 3 HAS CHANGED.
a. The name of the successor resident agent is: ______________________________
b. The address of the registered office is changed to:
4070 East Paris Avenue SE Kentwood, Michigan 49512
--------------------------------------------- ----------------
(Street Address) (City) (ZIP Code)
c. The mailing address of the registered office if different than 10b. is:
, Michigan
_______________________________________________ ________________
(Street Address) (City) (ZIP Code)
ADD $5.00 TO THE $15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED
11. Corporate Stock Report - Total Authorized Shares (not merely outstanding).
Amount Amount
Type of Stock No. of Shares Authorized Subscribed Paid-In
COMMON 50,000.000 $ $
$ $
$ $
$ $
$ $
12. The corporation states that the address of its registered office and the
address of the business office of its resident agent are identical. Any
changes were authorized by resolution duly adopted by its board of
directors, except when filed by the resident agent to change the address of
the registered office.
Signed this 9th day of October, 1991
COMPLETE By /s/ Warren A. Veltman
BOTH SIDES ----------------------------------------------
(SIGNATURE OF AUTHORIZED OFFICER OR AGENT)*
Warren A. Veltman, Secretary
-------------------------------------------------
(Type or Print Name and Title)
* If Item 10 is completed, this report must be
signed by the president, vice-president,
chairperson, vice-chairperson, secretary or
assistant secretary of the corporation. If only
the registered office address is changed, it may
be signed by the resident agent.
13. The following is a statement of assets and liabilities as shown by the books
of the corporation on December 31, 1990 or _________________ (close of
fiscal year next preceding May 15, 1991) listed separately as to property
within and without Michigan. The balance sheet of a Michigan corporation
must be the same balance sheet as furnished to shareholders.
WITHIN
ASSETS TOTAL MICHIGAN WITHOUT MICHIGAN LIABILITIES AND EQUITY
- ------------------------------ --------- -------- ---------------- -------------------------------- --------
Cash 545874 545874 Notes and Accounts Payable, Trade 1989200
Notes and Accounts Receivable 1725779 1725779 Notes and Accounts Payable, Other 3348700
Inventories 1150322 1160322 Accrued Expenses 491145
Prepaid Expenses 268091 268091 Long Term Indebtedness 5084706
Non-current Notes and Reserves and Contingent
Accounts Receivable Liabilities
Land 1356663 1356663 Deferred Income Tax
Depreciable Assets
Machinery and Equipment 4558808 4558808
Furniture and Fixtures 783982 783982
Buildings 2875724 2875724 Stockholders Equity
Other Common Stock 40050
Leasehold Imp 81571 81571 Preferred Stock
Less Depreciation 1074478 1074478
Net Depreciable Assets 7225607 7225607 Additional Paid-In Capital 384950
Investments Retained Earnings (deficit) 3047729
Investments in Subsidiaries Other
Other Investments Total Stockholders Equity 3472729
Other Assets Current & Long Term 2104144 2104144
-------- -------- --------
TOTAL ASSETS 14386480 TOTAL LIABILITIES & EQUITY 14386480
-------- -------- --------
14. Corporate Officers and Directors
OFFICE NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
President John C. Kennedy III 4070 East Paris Avenue SE, Kentwood, MI 49512
If Secretary Warren A. Veltman 4070 East Paris Avenue SE, Kentwood, MI 49512
Different
than Treasurer
President
Vice-President
Director
If
Different Director
than
Officers Director
Director
15. Principal business office, and, if different, principal place of business in
Michigan: N/A
16. Nature and type of business in which corporation is engaged: Manufacturer of
high precision parts.
17. a. Name of parent corporation: N/A
b. List any subsidiary corporations:
Emerald Compressor Systems, Inc (owned 50%)
Corporate Aviation Services, Inc. (owned 79%)
After filing, this report is open to reasonable inspection by the public
pursuant to Section 915 of the Act, Public Acts of 1972, as amended.
Filing Fee $15.00 (without change of agent or registered office)
Filing Fee $20.00 (with change of agent or registered office in Item 10)
MAKE REMITTANCE PAYABLE TO: "STATE OF MICHIGAN"
Include Corporation Name and CID Number on Check or Money Order
RETURN TO:
DEPARTMENT OF COMMERCE
CORPORATION AND SECURITIES BUREAU
CORPORATION DIVISION
6546 MERCANTILE WAY
P.O. BOX 30057
LANSING, MICHIGAN 48909
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES CORPORATION, SECURITIES
AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
FEB 04 2000
This document is effective on the date filed, unless a Subsequent
effective date within 90 days after received Date is stated in the
document.
Name
Jeane Richard
Address
Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue
City State Zip Code
Los Angeles, California 90071
EFFECTIVE DATE:
Expiration date for new assumed names: December 31,
Expiration date for transferred assumed names appear in Item 6
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.
CERTIFICATE OF MERGER
CROSS ENTITY MERGER FOR USE BY PROFIT CORPORATIONS, LIMITED LIABILITY COMPANIES
AND LIMITED PARTNERSHIPS
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act
213, Public Acts of 1982 (limited partnerships), the undersigned entities
execute the following Certificate of Merger:
1. The Plan of Merger (Consolidation) is as follows:
a. The name of each constituent entity and its identification number
is:
Autocam Corporation CID 394 416
Titan Acquisition Corporation CID 230 37A
b. The name of the surviving (new) entity and its identification number
is:
Autocam Corporation CID 394 416
Corporations and Limited Liability Companies provide the street address of
the survivor's principal place of business:
4070 East Paris Avenue, Kentwood, Michigan 49512
2. (Complete only if an effective date is desired other than the date of
filing. The date must be no more than 90 days after the receipt of this
document in this office.)
The merger (consolidation) shall be effective on the date of filing.
GOLD SEAL APPEARS ONLY ON ORIGINAL
3. COMPLETE FOR PROFIT CORPORATIONS ONLY
For each constituent stock corporation, state:
<Table>
Designation and Indicate class
number of or series
outstanding shares Indicate class or entitled to
in each class series of shares vote as
Name of corporation or series entitled to vote a class
- ------------------- -------------------- ----------------- ---------------
Autocam Corporation 6,314,919 shares Common Stock N/A
of Common Stock
Titan Acquisition 1,000 shares of Common Stock N/A
Corporation Common Stock
</Table>
If the number of shares is subject to change prior to the effective date of the
merger or consolidation, the manner in which the change may occur is as follows:
N/A
The manner and basis of converting shares are as follows:
See Exhibit A attached hereto and incorporated herein in its entirety.
The amendments to the Articles, or a restatement of the Articles, of the
surviving corporation to be effected by the merger are as follows:
See attached Exhibit B for a complete Amended and Restated Articles of
Incorporation of the surviving corporation, Autocam Corporation, incorporated
herein in its entirety.
The Plan of Merger will be furnished by the surviving profit corporation, on
request and without cost, to any shareholder of any constituent profit
corporation.
The merger is permitted by the state or country under whose law it is
incorporated and each foreign corporation has complied with that law in
effecting the merger.
(Complete either Section (a) or (b) for each corporation)
a) The Plan of Merger was approved by the majority consent of the
incorporators of ______, a Michigan corporation which has not
commenced business, has not issued any shares, and has not elected a
Board of Directors.
______________________________________________________
(Signature of Incorporator) (Type or Print Name)
______________________________________________________
(Signature of Incorporator) (Type or Print Name)
______________________________________________________
(Signature of Incorporator) (Type or Print Name)
______________________________________________________
(Signature of Incorporator) (Type or Print Name)
b) The plan of merger was approved by:
[ ] the Board of Directors of , the surviving Michigan corporation,
without approval of the shareholders in accordance with Section 703a
of the Act.
X the Board of Directors and the shareholders of the following
Michigan corporation(s) in accordance with Section 703a of the Act.
Autocam Corporation
Titan Acquisition Corporation
By /s/ John C. Kennedy
-----------------------------------------------
(Signature of Authorized Officer or Agent)
John C. Kennedy, President
-----------------------------------------------------
(Type or Print Name)
Autocam Corporation
-----------------------------------------------------
(Name of Corporation)
By /s/ Richard K. Roeder
-----------------------------------------------------
(Signature of Authorized Officer or Agent)
Richard K. Roeder, President
-----------------------------------------------------
(Type or Print Name)
Titan Acquisition Corporation
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(Name of Corporation)
GOLD SEAL APPEARS ONLY ON ORIGINAL
EXHIBIT A
TO
MERGER CERTIFICATE
OF
TITAN ACQUISITION CORPORATION
(The "Merger" Sub")
INTO
AUTOCAM CORPORATION
(The "Target" and "Surviving Corporation")
The manner and basis of converting shares are as follows:
EFFECT OF THE MERGER; EFFECT OF THE MERGER
ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS
1. EFFECT OF THE MERGER. At the time of filing of this Certificate of
Merger (the "Effective Time"), the effect of the Merger shall be as provided in
this Agreement, the Certificate of Merger, and the applicable provisions of the
Michigan Business Corporation Act (the "MBCA"). Without limiting the generality
of the foregoing, and subject thereto, at the Effective Time all the property,
rights, privileges, powers and franchises of Target and Merger Sub shall vest in
the Surviving Corporation, and all debts, liabilities and duties of Target and
Merger Sub shall become the debts, liabilities and duties of the Surviving
Corporation.
2. EFFECT ON CAPITAL STOCK. By virtue of the Merger and without any
action on the part of Merger Sub, Target or the holders of any of the following
securities:
(a) CONVERSION (OR RETENTION) OF TARGET COMMON STOCK. At the
Effective Time, each share of Target Common Stock issued and outstanding
immediately prior to the Effective Time (other than (i) any shares of Target
Common Stock to be canceled pursuant to Section 2(b) and (ii) any shares of
Target Common Stock to remain outstanding pursuant to Section 2(c)) will be
canceled and extinguished and be converted automatically into the right to
receive Eighteen and 75/00 Dollars ($18.75) net in cash (the "Merger
Consideration").
(b) CANCELLATION OF TARGET COMMON STOCK OWNED BY MERGER SUB OR
TARGET. At the Effective Time, all shares of Target Common Stock that are owned
by Target as treasury stock and each share of Target Common Stock owned by
Merger Sub or any direct or indirect wholly-owned subsidiary of Merger Sub or of
Target immediately prior to the Effective Time shall be canceled and
extinguished without any conversion thereof.
(c) EXCHANGE OF PORTION OF TARGET COMMON STOCK OWNED BY PRINCIPAL
STOCKHOLDER. An aggregate of 2,133,333 shares (the "Contribution Shares") of
Target Common Stock registered in the name of John C. Kennedy (the "Principal
Stockholder") shall not be converted, exchanged or canceled as provided above.
Immediately before the Effective Time and pursuant to the Stockholder
Agreements, the Principal Stockholder will contribute the Contribution Shares to
the Titan Holdings, Inc. (the "Parent") for 200,000 newly-issued shares of the
Parent's Cumulative Preferred Stock, $.01 par value per share (the "Parent
Preferred Stock"), and 2,000,000 shares of the Parent's common stock, $.01 par
value per share (the "Parent Common Stock"). The Contribution Shares received by
the parent shall not be affected by the Merger and shall remain outstanding
immediately after the Effective Time. Such contribution shall be pursuant to an
exchange which qualifies for non-recognition of gain under Section 351 of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder (the
"Code").
(d) EMPLOYEE STOCK OPTIONS. In accordance with the terms of the
Target's 1991 Incentive Stock Option Plan, as amended and the Target's 1998 Key
Employee Stock Option Plan (the "Stock Option Plans"), each outstanding option
to purchase Target Common Stock granted under the Stock Option Plans shall, as
of the Effective Time, become fully vested regardless of the vesting schedule
contained in any stock option agreement or in any of the Stock Option Plans.
Each outstanding option to purchase Target Common Stock granted under the Stock
Option Plans or otherwise shall be canceled at the Effective Time, and each
holder of a canceled option (whether issued pursuant to a Stock Option Plan or
otherwise) shall be entitled to receive, at the Effective Time or as soon as
practicable thereafter, from the Surviving Corporation, in consideration for the
cancellation of such option, an amount in cash equal to the product of (i) the
number of shares of Target Common Stock previously subject to such option and
(ii) the excess, if any, of the Merger Consideration over the exercise price per
share of Target Common Stock previously subject to such option (the "Spread").
The amount of cash to be delivered to the holder of any such options shall be
subject to reduction to satisfy applicable withholding tax obligations. With
respect to each such option issued by the Target, Target shall take, or cause to
be taken, prior to the Effective Time, all such action so that each such option
shall be automatically canceled as of the Effective Time and the holders of each
such option shall only be entitled to receive from the Surviving Corporation, at
the Effective Time or as soon as practicable thereafter, an amount in cash equal
to the Spread, if any, in exchange for the cancellation of each such option,
subject in each case to applicable withholding tax obligations. Notwithstanding
the foregoing, Target may, with the consent of Merger Sub, by separate agreement
with one or more holders of such options, agree with such holders on alternate
treatment of such options, which may provide for conversion of such options into
the right to receive options to purchase Parent Common Stock,
(e) CAPITAL STOCK OF MERGER SUB. At the Effective Time, each share
of common stock of Merger Sub ("Merger Sub Common Stock") issued and outstanding
immediately prior to the Effective Time shall be converted into and exchanged
for one validly issued, fully paid and non-assessable share of Surviving
Corporation Common Stock. Each stock certificate of Merger Sub evidencing
ownership of any such shares shall continue to evidence ownership of such shares
of capital stock of the Surviving Corporation.
(f) ADJUSTMENTS TO MERGER CONSIDERATION. The Merger Consideration
shall be adjusted to reflect fully the effect of any stock split, reverse split,
stock dividend (including any dividend or distribution of securities convertible
into Target Common Stock), reorganization, recapitalization or other like change
with respect to Target Common Stock occurring after the date hereof and prior to
the Effective Time.
3. SURRENDER OF SHARES; STOCK TRANSFER BOOKS.
(a) DEPOSIT. Prior to the Effective Time, Merger Sub shall
designate a bank or trust company to act as agent (the "Paying Agent") for the
holders of shares and options canceled in connection with the Merger to receive
the funds to which such holders shall become entitled pursuant to the Merger.
Such funds shall be invested by the Paying Agent as directed by the Surviving
Corporation, provided that such investments shall be in obligations of or
guaranteed by the United States of America or of any agency thereof and backed
by the full faith and credit of the United States of America or in commercial
paper obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc.
or Standard & Poor's Corporation, respectively. Any net profits resulting from,
or interest or income produced by, such investments shall be payable to, or as
directed by, Merger Sub.
(b) NOTICE. Promptly after the Effective Time, the Surviving
Corporation shall cause to be mailed to each person who was, at the Effective
Time, a holder of record of shares entitled to receive the Merger Consideration
and options entitled to receive the Spread pursuant to the Merger a form of
letter of transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to the certificates evidencing such shares or the
documents evidencing such Spread (together, the "Certificates") shaft pass, only
upon proper
delivery of the Certificates to the Paying Agent) and instructions for use in
effecting the surrender of the Certificates pursuant to such letter of
transmittal. Upon surrender to the Paying Agent of a Certificate, together with
such letter of transmittal, duly completed and validly executed in accordance
with the instructions thereto, and such other documents as may be reasonably
required pursuant to such instructions, then, subject to applicable withholding
tax obligations, the holder of such Certificate shall be entitled to receive in
exchange therefor the Merger Consideration or Spread payable with respect to
such Certificate, and such Certificate shall then be canceled. No interest shall
accrue or be paid on the Merger Consideration or Spread payable upon the
surrender of any Certificate for the benefit of the holder of such Certificate.
If payment is to be made to a person other than the person in whose name the
surrendered Certificate is registered on the books of the Target, it shall be a
condition of payment that the Certificate so surrendered shall be endorsed
properly or otherwise be in proper form for transfer and that the person
requesting such payment shall have paid all transfer and other taxes required by
reason of the payment to a person other than the registered holder of the
Certificate surrendered or shall have established to the satisfaction of the
Surviving Corporation that such taxes either have been paid or are not
applicable.
(c) UNCLAIMED FUNDS. At any time following the sixth (6th) month
after the Effective Time, the Surviving Corporation shall be entitled to require
the Paying Agent to deliver to it any funds that had been made available to the
Paying Agent and not disbursed to holders of Certificates (including, without
limitation, all interest and other income received by the Paying Agent in
respect of all funds made available to it) and, thereafter, such holders shall
be entitled to look only to the Surviving Corporation (subject to abandoned
property, escheat and other similar laws) only as general creditors thereof with
respect to any Merger Consideration or Spread that may be payable upon due
surrender of the Certificates held by them. Notwithstanding the foregoing,
neither the Surviving Corporation nor the Paying Agent shall be liable to any
holder of a Certificate for any Merger Consideration or Spread delivered in
respect of such Certificate to a public official pursuant to any abandoned
property, escheat or other similar law.
(d) EFFECT ON CERTIFICATES. Subject to Section 2(c), (i) at the
close of business on the day of the Effective Time, the stock transfer books of
the Target shall be closed and, thereafter, there shall be no further
registration of transfers of shares on the records of the Target and (ii) from
and after the Effective Time, the holders of shares or options outstanding
immediately prior to the Effective Time shall cease to have any rights with
respect to such shares except as otherwise provided herein or by applicable law.
4. NO FURTHER OWNERSHIP RIGHTS IN TARGET COMMON STOCK. All amounts paid
upon the surrender for the shares of Target Common Stock or options to purchase
shares of Target Common Stock in accordance with the terms hereof shall be
deemed to have been paid in full satisfaction of all rights pertaining to such
shares or options to purchase shares of Target Common Stock, and there shall be
no further registration of transfers on the records of the Surviving Corporation
of shares of Target Common Stock (subject to Section 2(c)). If, after the
Effective Time, Certificates are presented to the Surviving Corporation for any
reason, they shall be canceled and exchanged as provided in the Merger.
5. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event any
Certificates shall have been lost, stolen or destroyed, the Paying Agent shall
pay in exchange for such lost, stolen or destroyed Certificates, upon the making
of an affidavit of that fact by the holder thereof, an amount as may be required
pursuant to Section 4; provided, however, that Surviving Corporation may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed Certificates to deliver a bond in such
sum as it may reasonably direct as indemnity against any claim that may be made
against the Surviving Corporation or the Paying Agent with respect to the
Certificates alleged to have been lost, stolen or destroyed.
EXHIBIT B
TO
MERGER CERTIFICATE
OF
TITAN ACQUISITION CORPORATION
INTO
AUTOCAM CORPORATION
RESTATED
ARTICLES OF INCORPORATION
OF
AUTOCAM CORPORATION
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
1. The present name of the corporation is Autocam Corporation.
2. The identification number assigned by the Bureau is 394 416.
3. All former names of the corporation are New 1, Inc.
4. The date of filing the original Articles of Incorporation was November 24,
1987.
The following restated Articles of Incorporation supercede the Articles of
Incorporation as amended and shall be the Articles of Incorporation for the
Corporation:
ARTICLE I
The name of the corporation is Autocam Corporation.
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage
in any activity within the purposes for which corporations may be formed under
the Business Corporation Act of Michigan (the "Act").
ARTICLE III
The total authorized shares is 10,200,000 shares of Common Stock, no par
value.
ARTICLE IV
The corporation has only one class of stock.
ARTICLE V
The address and mailing address of the registered office is:
150 West Jefferson
Suite 2500
Detroit, Michigan 48226
The name of the resident agent at the registered office is Jeffrey D.
Adelman.
ARTICLE VI
The duration of the corporation is perpetual.
ARTICLE VIII
A director of the corporation shall not be liable to the corporation or
its shareholders for money damages for any action taken or any failure to take
action as a director, except liability for any of the following:
(a) the amount of a financial benefit received by a director to which he
or she is not entitled;
(b) an intentional infliction of harm on the Corporation or its
shareholders;
(c) a violation of Section 551 of the Act; or
(d) an intentional criminal act.
Any repeal, amendment or other modification of this Article shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal, amendment or other modification. If the Act
is amended after this Article becomes effective, to authorize corporate action
further eliminating or limiting personal liability of directors, then the
liability of directors shall be eliminated or limited to the fullest extent
permitted by the Act as so amended.
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
Name Stuart F. Cheney
Dickinson Wright PLLC
Address
100 Ottawa Avenue, N.W., Suite 900
City State Zip Code
Grand Rapids, MI 49503
EFFECTIVE DATE:
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
(PLEASE READ INFORMATION AND INSTRUCTIONS ON REVERSE SIDE)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations) or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:
1. The name of the corporation or limited liability company is:
Autocam Corporation
2. The identification number assigned by the Bureau is: 394 -- 416
3. a. The name of the resident agent on file with the Bureau is: Jeffrey D.
Adelman
b. The location of its registered office is:
150 West Jefferson, Suite 2500, Detroit , MICHIGAN 48226
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(Street Address) (City) (ZIP Code)
c. The mailing address of the above registered office on file with the
Bureau is:
(same) , MICHIGAN
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(P.O. Box) (City) (ZIP Code)
ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD
4. a. The name of the resident agent is: Warren A. Veltman
b. The address of the registered office is:
4070 East Paris Avenue, Kentwood , MICHIGAN 49512
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(Street Address) (City) (ZIP Code)
c. The mailing address of the above registered office IF DIFFERENT THAN
4B is:
, MICHIGAN
_______________________________________________ ____________
(P.O. Box) (City) (ZIP Code)
5. The above changes were authorized by resolution duly adopted by: 1. ALL
CORPORATIONS: Its board of directors; 2. PROFIT CORPORATIONS ONLY: the
resident agent if only the address of the registered office is changed, in
which case a copy of this statement has been mailed to the corporation; 3.
LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
majority of the members pursuant to section 502(1), managers pursuant to
section 405, or the resident agent if only the address of the registered
office is changed. The corporation or limited liability company further
states that the address of its registered office and the address of its
resident agent, as changed, are identical.
Date Signed: October ,2000 Signed by: /s/ Warren A. Veltman
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(Signature)
Warren A. Veltman, Secretary
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(Type or Print Name) (Type or Print Title)