1
Exhibit 3.13
809140
FILED
In the office of the
Secretary of State
of the State of California
FEB 11 1977
MARCH FUNG EU Secretary of State
By: /s/ James E. Harris
-----------------------------
Deputy
ARTICLES OF INCORPORATION
OF
SPEED MERCHANTS, INC.
ONE: The name of this corporation is SPEED MERCHANTS, INC.
TWO: The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust company
business, or the practice of a profession permitted to be incorporated by the
California Corporations Code.
THREE: The name and address in this state of the corporation's
initial agent for service of process is ARTHUR C. SOARES, 345 Lincoln Avenue,
San Jose, CA,
FOUR: The total number of shares which the corporation is authorized
to issue is one million (1,000,000).
DATED: February 7, 1977
/s/ Michael T. Morrissey
-------------------------------------------
MICHAEL T. MORRISSEY, incorporator
I declare that I am the person who executed the above Articles of
Incorporation, and such instrument is my act and deed.
/s/ Michael T. Morrissey
-------------------------------------------
MICHAEL T. MORRISSEY
2
NA CHANGED TO: THE SPEED MERCHANT, INC.
A178699
809140
FILED
In the office of the Secretary of State
of the State of California
JUN 14 1977
MARCH FUNG EU, Secretary of State
By: /s/ James E. Harris
-------------------------
Deputy
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
SPEED MERCHANTS, INC.
ARTHUR C. SOARES and UFA M. SOARES certify:
1. That they constitute all of the directors of SPEED MERCHANTS,
INC., a California corporation.
2. That at a meeting of the Board of Directors of said corporation,
duly held at San Jose, California on May 12, 1977 the following resolution was
adopted by all of the directors:
RESOLVED, that Article ONE of the Articles of Incorporation of
this corporation be amended to read as follows:
"The name of this corporation is THE SPEED MERCHANT, INC."
3. That no shares have been issued and there are no shares
subscriptions outstanding.
/s/ Arthur C. Soares
--------------------------------------------
ARTHUR C. SOARES, Director
/s/ Ufa M. Soares
--------------------------------------------
UFA M. SOARES, Director
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct.
Executed at San Jose, California, on May 31, 1977.
/s/ Arthur C. Soares
--------------------------------------------
ARTHUR C. SOARES
/s/ Ufa M. Soares
--------------------------------------------
UFA M. SOARES
3
A453447
FILED
In the office of the Secretary of State
of the State of California
OCT 31 1994
/s/ Tony Miller
-----------------------------
Acting Secretary of State
0809140 SUN
AGREEMENT OF MERGER
OF
THE SPEED MERCHANT, INC.
AND
ARTHUR ENTERPRISES, INC.
THIS AGREEMENT OF MERGER ("Agreement") is entered into as of October 31,
1994, between The Speed Merchant, Inc., a California corporation (the "Surviving
Corporation"), and Arthur Enterprises, Inc., a California corporation (the
"Merging Corporation").
1. Surviving Corporation is a California corporation organized on February
11, 1977 and has 12,000 shares of its capital stock outstanding.
2. Merging Corporation is a California corporation organized on February
6, 1992 and has 10,000 shares of its capital stock outstanding, of which
5,100 shares are owned by Surviving Corporation.
3. Merging Corporation shall be merged into Surviving Corporation.
4. Upon such merger, each outstanding share of Merging Corporation, other
than shares held by Surviving Corporation, shall be converted into .432244
shares of the capital stock of Surviving Corporation. Upon issuance, the
total of such shares will comprise 16% of the then outstanding and issued
capital stock of the Surviving Corporation. Upon such merger, shares of
Merging Corporation held by Surviving Corporation shall be cancelled.
5. Upon such merger, the outstanding shares of Surviving Corporation shall
remain outstanding and are not affected by the merger.
6. Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and
instruments and take all such action necessary or desirable to evidence or
carry out this Agreement.
7. The Articles of Incorporation of the Surviving Corporation are not
affected by the merger.
8. The conversion of shares as provided by this Agreement shall occur
automatically upon the effective date without action by the holders
thereof. Each holder of such shares thereupon shall surrender his share
certificate(s) to the Secretary of Surviving Corporation and shall be
entitled to receive in exchange therefor a certificate or certificates
4
representing the number of shares into which his shares shall have been
converted as provided above.
9. Upon such merger, the separate existence of Merging Corporation ceases
and Surviving Corporation shall succeed, without other transfer, to all
the rights and property of Merging Corporation and shall be subject to all
the debts and liabilities thereof in the same manner as if the Surviving
Corporation had itself incurred them. All rights of creditors and all
liens upon the property of each corporation shall be preserved unimpaired,
provided that such liens upon the property of Merging Corporation shall be
limited to the property affected thereby immediately prior to the time the
merger is effective.
10. The Agreement may be terminated and the proposed merger abandoned at
any time prior to the effective date of the merger, whether before or
after approval of this Agreement by the Board of Directors or shareholders
of either corporation, by either corporation if in the opinion of its
Board of Directors the consummation of this Agreement and the merger are
not, for any reason, in the best interests of such corporation and its
shareholders.
11. The effective date of the merger is October 31, 1994.
IN WITNESS WHEREOF the parties have executed this Agreement of Merger at
San Jose, Santa Clara County, California on October 28, 1994.
THE SPEED MERCHANT, INC.
By: /s/ Arthur Soares
-------------------------------------------
Arthur Soares
President
By: /s/ Liz Roberts
-------------------------------------------
Liz Roberts
Secretary
ARTHUR ENTERPRISES, INC.
By: /s/ Ray Barney
-------------------------------------------
Ray Barney
President
By: /s/ Liz Roberts
-------------------------------------------
Liz Roberts
Secretary
5
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
BY
THE SPEED MERCHANT, INC.
Arthur Soares and Liz Roberts certify that:
1. They are the President and Secretary, respectively, of The Speed
Merchant, Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved by the
Board of Directors and the shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the outstanding
shares of the corporation, which equaled or exceeded the vote required.
4. There is only one class of shares of the corporation and the number of
shares outstanding is l2,000.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed at San Jose, Santa Clara County, California on October 28, 1994.
/s/ Arthur Soares
--------------------------------------------
Arthur Soares
President
/s/ Liz Roberts
--------------------------------------------
Liz Roberts
Secretary
6
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
BY
ARTHUR ENTERPRISES, INC.
Ray Barney and Liz Roberts certify that:
1. They are the President and Secretary, respectively, of Arthur
Enterprises, Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved by the
Board of Directors and the shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the outstanding
shares of the corporation, which equaled or exceeded the vote required.
4. There is only one class of shares of the corporation and the number of
shares outstanding is l0,000.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed at San Jose, Santa Clara County, California on October 28, 1994.
/s/ Ray Barney
--------------------------------------------
Ray Barney
President
/s/ Liz Roberts
--------------------------------------------
Liz Roberts
Secretary