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EXHIBIT 3.3
PROVINCE OF ONTARIO
MINISTRY OF CONSUMER AND COMMERCIAL RELATIONS
ARTICLES OF INCORPORATION
1. The name of the corporation is:
BMG North America Limited
2. The address of the registered office is:
70 University Avenue
Suite 1450
Toronto, Ontario M5J 2M4
3. Number (or minimum and maximum number) of directors is:
A minimum of 1 and a maximum of 20.
4. The first director(s) is/are:
Residence address, giving street & No. or R.R. Resident Canadian
First name, initials and surname No. or municipality and postal code State Yes or No
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Leo Joseph Dion 533 Dahlia Crescent Yes
Pickering, Ontario L1W 3G4
5. Restrictions, if any, on business the corporation may carry on or on
powers the corporation may exercise:
Nil.
6. The classes and any maximum number of shares that the corporation is
authorized to issue:
An unlimited number of Class 1 Special shares
An unlimited number of common shares
7. Rights, privileges, restrictions and conditions (if any) attaching to
each class of shares and directors authority with respect to any class of
shares which may be issued in series:
(A) (i) Each Class 1 Special share shall entitle the holder thereof to
receive for each fiscal year of the corporation, when, as and if
declared by the board of directors of the corporation, out of the
monies of the corporation properly applicable to the payment of
dividends, a fixed preferential cumulative dividend:
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(a) in respect of the period commencing on the date of issue and
ending on March 31, 1993, of $0.06663 per share; and
(b) for any fiscal year of the Corporation commencing at any
time from and after April 1, 1993 of $0.08 per share provided that
at any such fiscal year is less than 365 days or if such share has
been issued and outstanding for less than 365 days during such
fiscal year the amount of the dividend shall be pro rated on a day
to day basis based on the number of days in such fiscal year or
the number of days during such fiscal year that such share was
issued and outstanding.
(ii) Any dividend may be paid in one or more instalments in the
discretion of the board of directors of the corporation.
(iii) Such fixed cumulative preferential dividend payable for
any fiscal year of the corporation and all unpaid cumulative dividends
accrued thereon with respect to prior fiscal years, whether or not
declared, shall be paid on all the Class 1 Special shares at the time
outstanding in such fiscal year before any dividend is declared and
paid on the common shares.
(B) In the event of the liquidation, dissolution or winding-up of the
corporation, whether voluntary or involuntary, the holder of each Class 1
Special share shall be entitled to receive, before any distribution of any
part of the assets of the corporation among the holders of common shares,
the sum of $1.00 per Class 1 Special share together with all unpaid
cumulative dividends accrued thereon, whether or not declared, and no more;
provided, however, if the aggregate amount available for distribution to
the holders of Class 1 Special shares is less than the amount otherwise
payable to them pursuant to the provisions hereof, then each Class 1
Special share shall entitle the holder thereof to participate in the amount
so available for distribution, pro rata.
(C) The corporation may, at any time on or before the date which is five
years and one day after the first issuance of Class 1 Special shares (the
"Purchase Date") upon giving notice as hereinafter provided, redeem the
whole or any part of the Class 1 Special shares upon payment of the sum of
$1.00 for each share to be redeemed together with all unpaid cumulative
dividends accrued thereon, whether or not declared. Not less than 14 days'
notice in writing of such redemption shall be given by mailing such notice
to the registered holders of the shares to be redeemed, specifying the date
(herein called the "Redemption Date" and place or places of redemption.
Upon the Redemption Date the corporation shall pay or cause to be paid to
the order of the registered holder of each Class 1 Special share to be
redeemed the redemption price therefor on presentation and surrender, at
the place or places specified for redemption in the notice, of the
certificates) representing such Class 1 Special shares. If a part only of
the Class 1 Special shares represented by any certificate shall be
redeemed, a new certificate for the balance shall be issued at the expense
of the corporation. From and after the Redemption Date, the holder of each
Class 1 Special share to be redeemed, as
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aforesaid, shall cease to be entitled to dividends and shall not be
entitled to exercise any of the rights as shareholder in respect thereof
unless payment of the redemption price shall not be made upon presentation
of certificate(s) in accordance with the foregoing provisions, in which
case the rights of the holder shall remain unaffected. The dividends and
shall not be entitled to exercise any of the rights as shareholder in
respect thereof unless payment of the redemption price shall not be made
upon presentation of certificates in accordance with the foregoing
provisions, in which case the rights of the holder shall remain unaffected.
The corporation shall have the right at any time after the Redemption Date
as aforesaid to deposit the redemption price of the Class 1 Special shares
to be redeemed or of such of the said shares represented by certificates as
have not as of the date of such deposit been surrendered by the holder
thereof in connection with such redemption to a special account at any
chartered bank or any trust company to be paid without interest to or to
the order of the holder of such Class 1 Special shares upon presentation
and surrender to such bank or trust company of the certificates
representing the same and upon such deposit(s) being made the Class 1
Special shares in respect whereof such deposit(s) shall have been made
shall be deemed to have been redeemed and the right of the holder(s)
thereof after such deposit or such Redemption Date, as the case may be,
shall be limited to receiving without interest the redemption price so
deposited against presentation and surrender of the said certificates held
by him. Any interest allowed on any such deposit shall belong to the
corporation, provided that with any such deposit the corporation shall
forthwith mail to the holder of each such Class 1 Special share a notice in
writing advising of such deposit and specifying the name of the chartered
bank or trust company, as the case may be, wherein such special account is
for the time being maintained.
Where a part only of the Class 1 Special shares is to be redeemed, the
shares to be redeemed shall be selected either:
(i) as nearly as may be in proportion to the number of Class 1
Special shares registered in the name of each shareholder; or
(ii) in such other manner as the board of directors determines
with the consent in writing of all of the holders of the Class 1
Special shares at the time outstanding.
(D) Any registered holder of Class 1 Special shares, may, at any time
after the date which is five years and one day after the first
issuance of Class 1 Special shares, at his option, upon giving notice as
hereinafter provided, require the corporation at any time or times to
redeem all or any part of the Class 1 Special shares held by him, and the
corporation shall pay to such holder for each such share which the holder
requires to be redeemed, the sum of $1.00 together with all unpaid
cumulative dividends accrued thereon, whether or not declared. In the
event that any registered holder of Class 1 Special shares desires to
require the redemption, as aforesaid, of all or any part of the Class 1
Special shares held by him, such registered holder shall mail by prepaid
mail addressed to the corporation at its registered of his intention to
require redemption, which notice shall also specify therein the number of
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Class 1 special shares to be so redeemed. On the date 14 days next
following the receipt of such notice by the corporation (herein called the
"Redemption Date"), the corporation shall pay or cause to be paid to the
order of the registered holder of such Class 1 special shares the
redemption price on presentation and surrender at the registered office
of the corporation of the certificates representing the Class 1 Special
shares specified in the notice. If a part only of the Class 1 Special
shares represented by any certificate shall be redeemed, a new certificate
for the balance shall be issued at the expense of the corporation. From
and after the Redemption Date, the holder of the Class 1 Special shares to
be redeemed, as aforesaid, shall cease to be entitled to dividends and
shall not be entitled to exercise any of the rights as shareholder in
respect thereof unless payment of the redemption price shall not be made
upon presentation of certificates in accordance with the foregoing
provisions, in which case the rights of the holder shall remain unaffected.
(E) Except as herein expressly provided, the Class 1 Special shares
shall not confer any right upon the holder thereof to participate in
profits or assets of the corporation.
(F) The corporation may, at any time and from time to time, purchase for
cancellation the whole or any part of the Class 1 special shares at the
lowest price at which, in the opinion of the directors of the corporation,
such shares are obtainable and in the case of the Class 1 Special shares,
together with all unpaid cumulative dividends accrued thereon whether or
not declared. Except where the corporation is purchasing or otherwise
acquiring shares issued by it to settle or compromise a debt or claim
asserted by or against the corporation, to eliminate fractional shares or
to fulfil the terms of a nonassignable agreement under which the
corporation has an option or is obliged to purchase shares owned by a
current or former director, officer or employee of the corporation, the
shares shall be purchased either:
(i) with the consent of all the holders of Class 1 Special
shares; or
(ii) pursuant to tenders received by the corporation upon request for
tenders addressed to all the holders of the Class 1 Special shares at
the time outstanding, and the corporation shall accept only the lowest
tenders.
Where, in response to the invitation for tenders, two or more
shareholders submit tenders at the same price and the tenders are accepted
by the corporation as to part only of the shares the corporation shall
accept part of the shares offered.
(G) If a holder of Class 1 Special shares sends the notice set out in
paragraph (D) hereof exercising the right of retraction set out therein,
and the Corporation is unable to pay the amounts required to redeem the
Class 1 Special shares registered in the name of such holder the Class 1
Special shares shall be automatically entitled, as a class, to that number
of votes in the capital of the Corporation equal to that number which when
aggregated with the number of votes attaching to common shares held by such
holder (and persons not dealing at
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arm's length with such holder), results in the holder of the Class 1
Special shares holding 50% plus one of all votes then exercisable.
(H) Holders of shares of a class (whether Class 1 Special shares or
common shares) are not entitled to vote separately as a class or dissent
upon a proposal to amend the articles of the corporation to:
(i) increase or decrease any maximum number of authorized shares
of such class or increase any maximum number of authorized shares of
any class or series having rights or privileges equal or superior to
the shares of such Class;
(ii) effect an exchange, reclassification or cancellation of the
shares of such class; or
(iii) create a new class or series of shares equal or superior to
shares of such class.
(I) Except as otherwise provided by law, the holders of the Class 1
Special shares shall not be entitled to vote at any meetings of the
shareholders of the corporation but shall be entitled to notice of meetings
of shareholders called for the purpose of authorizing the dissolution of
the corporation or the sale, lease or exchange of all or substantially all
the property of the corporation other than in the ordinary course of
business of the corporation.
(J) Where notice is required by the provisions hereof to be sent the
notice may be waived or the time for the notice may be waived or abridged
at any time with the consent in writing of the person entitled thereto.
8. The issue, transfer or ownership of shares (is/is not restricted and the
restrictions (if any) are as follows:
No share of the Corporation shall be transferred without the consent
of the board of directors by resolution or in writing.
9. Other provisions, if any, are:
10. The names and addresses of the Full residence address or address of
incorporators are registered office or of principal place
First Name, initials and last name of business giving street & No. or
or corporate name R.R. No., municipality and postal code
Leo Joseph Dion 533 Dahlia Crescent
Pickering, Ontario L1W 3G4
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These articles are signed in duplicate.
Signatures of incorporators
/s/ Leo Joseph Dion
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Leo Joseph Dion