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EXHIBIT 3
C&S 510 (11/97)
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION,
SECURITIES & LAND DEVELOPMENT BUREAU
(FOR BUREAU USE ONLY)
Date Received
January 26, 1998 FILED
January 26, 1998
Name Administrator
Warren Cameron Faust & Asciutto, P.C. MI DEPARTMENT OF CONSUMER
Address & INDUSTRY SERVICES
CORPORATION, SECURITIES
P.O. Box 26067 & LAND DEVELOPMENT BUREAU
City State Zip
Lansing MI 48909 EFFECTIVE DATE:
Document will be returned to the name and address you enter above
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on last page)
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: Maxco, Inc.
2. The identification number assigned by the Bureau is: 026-970
3. All former names of the corporation are: Planet Corporation
Michigan Planet Corporation
4. The date of filing the original Article of Incorporation was: April 2,
1946
The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of
Incorporation for the corporation:
ARTICLE I
The name of the corporation is: Maxco, Inc.
ARTICLE II
The purpose or purposes for which the corporation is formed are:
See Attachment.
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ARTICLE III
The total authorized shares:
Common shares 10,000,000 Preferred shares 100,000
__________ ________
A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
See Attachment.
ARTICLE IV
1. The address of the current registered office is:
1118 Centennial Way Lansing MICHIGAN 48917
(Street Address) (City) (State) (Zip Code)
2. The mailing address of the current registered office, if different than
above:
P.O. Box 80737 Lansing MICHIGAN 48908
(Street Address) (City) (State) (Zip Code)
3. The name of the current resident agent is: Max A. Coon
ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)
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 (OPTIONAL. DELETE IF NOT APPLICABLE.)
To the full extent that the laws of the State of Michigan, as they exist on
the date hereof or as they may hereafter be amended, permit the limitations
or elimination of the liability of Directors, no Directors of the Corporation
shall be personally liable to the Corporation or its stockholders for damages
for breach of any duty owed to the Corporation or its stockholders. Neither
the amendment or repeal of this Article nor the adoption of any provisions of
the Articles of Incorporation which is inconsistent with this Article 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 act or omission of
such Director occurring prior to such amendment, repeal or adoption.
In the event a law or statute is adopted in the future which allows the
limitation or elimination of the liability of Officers of the Corporation,
the provisions of such law or statute shall be incorporated herein without
the necessity for further action by the shareholders.
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5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. ___ These Restated Articles of Incorporation were duly adopted on the
___________ day of _________________, 19____, in accordance with the
provisions of Section 642 of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the Board of Directors.
Signed this _____________ day of__________________, 19 ______________
____________________________ ___________________________
____________________________ ___________________________
(Signatures of Incorporators; Type or Print Name Under Each Signature)
b. X These Restated Articles of Incorporation were duly adopted on 9th
___ day of January, 1998, in accordance with the provisions of Section
642 of the Act and: (check one of the following)
X were duly adopted by the Board of Directors without a vote of the
___ shareholders. These Restated Articles of Incorporation only
restate and integrate and do not further amend the provisions of
the Articles of Incorporation as heretofore amended and there is
no material discrepancy between those provisions and the
provisions of these Restated Articles.
__ were duly adopted by the shareholders. The necessary number of
shares as required by statute were voted in favor of these
Restated Articles.
__ were duly adopted by the written consent of the shareholders
having not less than the minimum number of votes required by
statute in accordance with Section 407(1) of the Act. Written
notice to shareholders who have not consented in writing has been
given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in the
Articles of Incorporation.)
__ were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Act.
Signed this 23rd day of January, 1998
/s/ J. Michael Warren
By: __________________________________________________
(Signature of an authorized officer or agent)
J. Michael Warren, Assistant Secretary
______________________________________________________
(Type or Print Name) (Type or Print Title)
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Maxco, Inc.
Article II
The purpose or purposes for which the corporation is formed are as
follows:
To purchase, own and hold the stock of other corporations; to direct
the operation of other corporations through the ownership of stock therein; to
promote, lend money to, and guaranty the notes, evidence of indebtedness,
contracts and other obligations of and otherwise aid in any matter which shall
be lawful in any corporation or association in which the corporation shall have
an interest;
To engage in the business of general contracting and construction;
To manufacture, design, machine, buy, sell, lease, trade and deal in
all kinds of personal property, including, but not limited to, conveyors and
all types of steel and special alloys; and to fabricate, erect, repair and
service conveyers and all kinds of conveying equipment for industrial or any
other use.
To buy, sell, produce, manufacture and dispose of all kinds of goods,
wares, merchandise, commodities, machinery, supplies and products, and
generally to engage in and conduct any form of manufacturing or mercantile
enterprise not contrary to law;
To invest in real estate and to lease real estate and equipment owned
or leased by the corporation;
To carry on and conduct a general agency business, to act, and to
appoint others to act, as general agent, special agent, broker, factor,
manufacturer's agent, purchasing agent, sales agent, distributing agent,
franchisee, representative and commission merchant, for individuals, firms,
associations, and corporations in the distribution, delivery, purchase and sale
of goods, wares, merchandise, property, commodities, and articles of commerce
of every kind and description, and in selling, promoting the sale of,
advertising, and introducing, and contracting for the sale, introduction,
advertisement, and use of, services of all kinds, relating to any kind and all
kinds of businesses, for any and all purposes;
To lease, buy, sell, use, mortgage, improve and otherwise handle, deal
in, and dispose of all property, real and personal, including stock and stock
rights, as may be necessary or convenient in connection with the aforesaid
business of the company;
and in general to carry on any business in connection there with and
incident thereto not forbidden by the laws of the State of Michigan, and with
all the powers conferred upon corporations by the laws of the State of
Michigan.
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Maxco, Inc.
Article III
(a) Each share of common stock shall have one vote.
(b) No holder of any shares of stock of the Corporation of any
class now or hereafter authorized shall have any preemptive right to purchase,
subscribe for or otherwise acquire any share of any class of stock of the
Corporation or any security exchangeable or convertible into any share of any
class of stock of the Corporation, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise acquire
any share of any class of stock of the Corporation.
(c) Shares of preferred stock may be issued from time to time
in one or more series, each such series to have such distinctive designation or
title and to include such number of shares as may be fixed and determined by
the Board of Directors prior to the issuance of any shares thereof. Each such
series may differ from every other series already outstanding, as may be
determined from time to time by the Board of Directors prior to issuance of any
shares thereof, in any or all of the following respects:
(i) The rate of dividend which the preferred stock of
any such series hall be entitled to receive and whether such series
shall be entitled to receive a dividend and whether such dividend
shall be cumulative or non-cumulative;
(ii) The amount per share which the preferred stock of
any such series shall be entitled to receive in case of the redemption
thereof or in case of a voluntary liquidation or sale of assets,
dissolution or winding up of the Corporation, or in case of the
involuntary liquidation, distribution or sale of assets, dissolution
or winding up of the Corporation;
(iii) The relative rights, if any, of the holders of
preferred stock of any such series to vote the same, and the extent,
terms and conditions of such voting rights;
(iv) The right, if any, of the holders of preferred
stock of any such series to convert the same into other classes of
stock, and the terms and conditions of such conversion; and
(v) The terms of the sinking fund or redemption of
purchase account, if any, to be provided for the preferred stock of
any such series.
The description and terms of the preferred stock of each series shall
be fixed and determined by the Board of Directors by appropriate resolution or
resolutions at or prior to the time of the authorization of the issue of the
original shares of each such series, shall be summarized in the certificates
therefor, and a Certificate containing the resolution of the Board establishing
and designating the series and prescribing the relative rights and preferences
thereof shall be filed with the Corporations and Securities Bureau, Michigan
Department of Commerce, and when filed shall constitute an amendment to the
Articles of Incorporation. All shares of preferred stock shall be of
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Maxco, Inc. Article III Page 2
equal rank, and shall be identical in all respects except in respect of the
particulars that may be fixed by the Board of Directors as hereinabove in this
Article III provided.
I. Series Three Preferred Stock. Series Three Preferred Stock of Maxco,
Inc. shall be 15,200 shares with a face value of Sixty Dollars
($60.00) per shares.
A. Dividends. The Corporation shall pay a Dividend upon such
Series Three Preferred Stock as follows:
1. Such Dividend shall be equal to 10% per annum of the
face value of each share.
2. The Corporation shall be obligated to declare a
Dividend each and every quarter if it shall then be
legally entitled to do so.
3. If the Dividend set forth herein is not paid and if
such Dividend did not, under the circumstances, have
to be paid, then such Dividend shall be payable in
the next period when such Dividend legally can be
made.
4. Should the surplus of said Corporation prior to any
Dividend Day be insufficient to pay the Dividend on
the Series Three Preferred Shares, such Dividend
shall be payable from future surplus, but without
interest, and no Dividend shall at any time be paid
on the Common Shares until the full amount of 10% per
annum up to such time and for the then current fiscal
year upon all of the Preferred Shares issued shall
have been paid or set apart.
B. Voting. Holders of the Series Three Preferred Stock shall be
entitled to 20 votes for each share of Series Three Preferred
Stock held.
C. Conversion. The Series Three Preferred Stock is a non-
convertible series.
D. Call. The Series Three Preferred Stock is not callable for
two years from the date of issuance. The Series Three
Preferred Stock is callable beginning the 3rd year as follows:
YEAR PRICE
Three 105%
Four 104%
Five 103%
Six 102%
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Maxco, Inc.
Article III
Page 3
Seven 101%
Thereafter 100%
II. Series Four Preferred Stock. Series Four Preferred Stock of Maxco,
Inc. shall be 50,000 shares with a face value of $51.50 per share.
A. Dividends. The Corporation shall pay a Dividend upon such
Series Four Preferred Stock as follows:
1. Such Dividend shall be equal to 10% per annum of the
face value of each share.
2. The Corporation shall be obligated to declare a
Dividend each and every quarter if it shall then be
legally entitled to do so.
3. If the Dividend set forth herein is not paid and if
such Dividend did not, under the circumstances, have
to be paid, then such Dividend shall be payable in
the next period when such Dividend legally can be
made.
4. Should the surplus of said Corporation prior to any
Dividend Day be insufficient to pay the Dividend on
the Series Four Preferred Shares, such Dividend shall
be payable from future surplus, but without interest,
and no Dividend shall at any time be paid on the
Common Shares until the full amount of 10% per annum
up to such time and for the then current fiscal year
upon all of the Preferred Shares issued shall have
been paid or set apart.
B. Redemption. The Series Four preferred Shares are redeemable
at any time after the third anniversary of their issuance in
whole or in part, at the Company's option, at 100% of
principal amount plus a declining premium amount which shall
be equal to 5% until the fourth anniversary of issuance and
shall decline 1% annually thereafter to zero following the
eighth anniversary, and plus any accumulated and unpaid
Dividends to the date of redemption.
Notice of the election of the Corporation to redeem all or a
portion of the Series Four Preferred Stock shall be given by
the Corporation by mailing a copy of such notice, not less
than 30 nor more than 90 days prior to the date designated
therein as the date for such redemption, to the holders of
record of the Series Four Preferred Stock to be redeemed,
addressed to them at their respective address appearing on the
books of the Corporation.
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Maxco, Inc.
Article III
Page 4
C. Voting. The Series Four Preferred Shares are nonvoting;
provided however if accrued but unpaid dividends on the Series
Four Preferred Shares are in arrears for six consecutive
fiscal quarters of the Company, the holders shall have the
right to elect as a class, one member of the Board of
Directors of the Corporation. Also, the consent of the
holders of two-thirds of the Series Four Preferred Stock will
be required to create or authorize any series of stock ranking
prior in liquidation to the Series Four Preferred Stock, or to
change any of the express terms of the Series Four Preferred
Stock in a manner prejudicial to the holders thereof.
D. Liquidation. In any event of dissolution of the Corporation,
the holders of Series Four Preferred Stock shall be entitled
to receive the face value of their shares, together with
accumulated dividends thereon to the date of payment, before
holders of the Common Shares shall be entitled to receive
anything thereon. Thereafter, the Series Four Preferred Stock
shall not be entitled to share in the assets of the
Corporation.
III. Series Five Preferred Stock. Series Five Preferred Stock of Maxco,
Inc. shall be 34,000 shares with a face value of $120.00 per share.
A. Dividends. The Corporation shall pay a Dividend upon such
Series Five Preferred Stock as follows:
1. Such Dividend shall be equal to 10% per annum of the
face value of each share.
2. The Corporation shall be obligated to declare a
Dividend each and every quarter if it shall then be
legally entitled to do so.
3. If the Dividend set forth herein is not paid and if
such Dividend did not, under the circumstances, have
to be paid, then such Dividend shall be payable in
the next period when such Dividend legally can be
made.
4. Should the surplus of said Corporation prior to any
Dividend Day be insufficient to pay the Dividend on
the Series Five Preferred Shares, such Dividend shall
be payable from future surplus, but without interest,
and no Dividend shall at any time be paid on the
Common Shares until the full amount of 10% per annum
up to such time and for the then current fiscal year
upon all of the Preferred Shares issued shall have
been paid or set apart.
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Maxco, Inc.
Article III
Page 5
B. Redemption. The Series Five preferred Shares are redeemable
at any time after the third anniversary of their issuance in
whole or in part, at the Company's option, at 100% of
principal amount plus a declining premium amount which shall
be equal to 5% until the fourth anniversary of issuance and
shall decline 1% annually thereafter to zero following the
eighth anniversary, and plus any accumulated and unpaid
Dividends to the date of redemption.
Notice of the election of the Corporation to redeem all or a
portion of the Series Five Preferred Stock shall be given by
the Corporation by mailing a copy of such notice, not less
than 30 nor more than 90 days prior to the date designated
therein as the date for such redemption, to the holders of
record of the Series Five Preferred Stock to be redeemed,
addressed to them at their respective address appearing on the
books of the Corporation.
C. Voting. The Series Five Preferred Shares are nonvoting;
provided however if accrued but unpaid dividends on the Series
Five Preferred Shares are in arrears for six consecutive
fiscal quarters of the Company, the holders shall have the
right to elect as a class, one member of the Board of
Directors of the Corporation. Also, the consent of the
holders of two-thirds of the Series Five Preferred Stock will
be required to create or authorize any series of stock ranking
prior in liquidation to the Series Five Preferred Stock, or to
change any of the express terms of the Series Five Preferred
Stock in a manner prejudicial to the holders thereof.
D. Liquidation. In any event of dissolution of the Corporation,
the holders of Series Five Preferred Stock shall be entitled
to receive the face value of their shares, together with
accumulated dividends thereon to the date of payment, before
holders of the Common Shares shall be entitled to receive
anything thereon. Thereafter, the Series Five Preferred Stock
shall not be entitled to share in the assets of the
Corporation.