Exhibit 3.19
[Articles of Organization of Bertucci's, Inc., now known as Bertucci's
Restaurant Corp.]
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)
Incorporators
Name POST OFFICE ADDRESS
INCLUDE GIVEN NAME IN FULL IN CASE OF NATURAL PERSONS: IN CASE OF A CORPORATION,
GIVE STATE OF INCORPORATION.
Joseph Crugnale 331 Waverly Street
Belmont, MA 02176
The above-named incorporator(s) do hereby associate (themselves) with
the intention of forming a corporation under the provisions of General Laws,
Chapter 156B and hereby state(s):
1. The name by which the corporation shall be known is:
Bertucci's, Inc.
2. The purpose for which the corporation is formed is as follows: Primarily, to
purchase, own and hold the stock of other corporations, and to do every act and
thing covered generally by the denomination "holding corporation", and
especially to direct the operations of other corporations through the ownership
of stock therein; to purchase, subscribe for, acquire, own, hold, sell,
exchange, assign, transfer, create security interests in, pledge, or otherwise
dispose of shares or voting trust certificates for shares of the capital stock,
or any bonds, notes, securities, or evidences of indebtedness created by any
other corporation or corporations organized under the laws of this state or any
other state or district of country, nation, or government and also bonds or
evidences of indebtedness of the United States or any state, district,
territory, dependency or country or subdivision or municipality thereof; to
issue in exchanged therefor shares of the capital stock, bonds, notes, or other
obligations of the Corporation and while the owner thereof to exercise all the
rights, powers and privileges of ownership including the right to vote on any
shares of stock or voting trust certificates so owned; to promote, lend money
to, and guarantee the dividends, stocks, bonds, notes, evidences of
indebtedness, contracts, or other obligations of, and otherwise aid in any
manner which shall be lawful, any corporation or association of which any bonds,
stocks, voting certificates or other securities or evidences of indebtedness
shall be held by or for this Corporation, or in which, or in the welfare of
which, this Corporation shall have any interest, and to do any acts and things
permitted by law and designed to protect, preserve, improve or enhance the value
of any such bonds, stocks or other securities or evidences of indebtedness of
the property of this Corporation, and to carry on any business or other activity
which may lawfully be carried on by a corporation organized under the Business
Corporation Laws of the commonwealth of Massachusetts as heretofore and from
time to time hereinafter amended.
3. The total number of shares and the par value, if any, of each class of stock
within the corporation is authorized as follows:
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WITHOUT PAR VALUE WITH PAR VALUE
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE AMOUNT
- ----------------------------------------------------------------------------------------------------
Preferred $
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Common 15,000
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4. If more than one class is authorized, a description of each of the different
classes of stock with, if any, the preferences, voting powers, qualifications,
special or relative rights or privileges as to each class thereof and any series
now established:
None
5. The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:
Any Stockholder, including the heirs, assigns, executors or administrators of a
deceased Stockholder desiring to sell or transfer such stock owned by him or
them, shall first offer it to the Corporation through the board of Directors in
the following manner:
He shall notify the directors of his desire to sell or transfer by notice in
writing, which notice shall contain the price at which he is willing to sell or
transfer, the name and address of whom he wishes to sell or transfer at said
price and the name of one arbitrator. The Directors shall within thirty days
thereafter either accept the offer, or by written notice to him, name a second
arbitrator, and these two shall name a third. It shall then be the duty of the
artibrators to ascertain the value of the stock, and if any arbitrator shall
neglect or refuse to appear at any meeting appointed by the arbitrators, a
majority may act in the absence of such arbitrator.
After the acceptance of the offer or report of the arbitrators as to the value
of the stock, the Directors shall have thirty days within which to purchase the
same at such valuation by making immediate (See 5A).
6. Other lawful provisions, if any, for the conduct and regulations of business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:
Stock to be issued pursuant to a plan adopted by the Corporation to qualify such
stock as I.R.S., Section 1244 Stock and the aggregate amount which may be
offered under this plan shall not exceed the qualification requirements of
Section 1244. (See 6A)
7. By-laws of the corporation have been duly adopted and the initial directors,
president, treasurer and clerk, whose names are set out below, have been duly
elected.
8. The effective date of organization of the corporation shall be the date of
filing with the Secretary of the Commonwealth or if later date is desired,
specify date. (not more than 30 days after the date of filing.)
9. The following information shall not for any purpose be treated as a permanent
part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of the
corporation of Massachusetts is: 4 Gordon Street, Waltham, MA 02154
b. The name, residence, and post office address of each of the initial
directors and following officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: Joseph Crugnale 331 Waverly Street Same
Belmont, MA
Treasurer: Joseph Crugnale 331 Waverly Street Same
Belmont, MA
Clerk: Joseph Crugnale 331 Waverly Street Same
Belmont, MA
Directors: Joseph Crugnale 331 Waverly Street Same
Belmont, MA
c. The date initially adopted on which the corporation's fiscal year ends
is: October 31st
d. The date initially fixed in the by-laws for the annual meeting of
stockholders of the corporation is: Fourth Wednesday in January
e. The name and business address of the resident agent if any, of the
corporation is:
IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S)
sign(s) these Articles of Organization this 1st day of November 1984.
/S/ JOSEPH CRUGNALE
The signature of each incorporator which is not a natural person must be an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles of Organization.
5A
payment of such valuation, or by making payment in sixty (60) successive equal
monthly payments, commencing on the first day of the month after the vote of the
Board of Directors to purchase said stock, said election to be determined by the
Board of Directors, and if, at the expiration of thirty (30) days, the
Corporation shall not have exercised the right to so purchase, the owner of the
stock shall be at liberty to dispose of the stock at the price and to the person
or entity named by him in his notice to the Corporation as hereinabove provided.
No shares of stock shall be sold or transferred on the books of the Corporation
until these provisions have been complied with. But, the Board of Directors may
in any particular instance waive the requirement.
6A
So as to induce Officers and Directors of the Corporation elected by the
Stockholders (including persons elected by the Directors to fill vacancies in
the Board or in such offices) to serve as such, and to induce others to serve as
such, and as partial consideration for such services, the Corporation shall
reimburse, exonerate, hold harmless and indemnify each present and future
Director and officer of the Corporation for, from and against any and all claims
and liabilities, whether or not he had ceased to be a Director or officer of the
Corporation, unless such person shall have been finally adjudged by a court of
competent jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of the Corporation. The Corporation
may compromise, settle, pay and discharge any such claims and liabilities and
pay such expenses if such settlement, payment or discharge appears in the
judgment of a majority of the Board of Directors to be for the best interests of
the Corporation. The foregoing rights of such Directors and officers shall not
be exclusive of any other rights to which they may be lawfully entitled. The
Directors shall, in accordance with Section 67 of Chapter 156B have the right to
authorize indemnification by the Corporation up to the extent above stated of
officers elected by the Directors but who are not Directors and to authorize
indemnification of employees and other agents of the Corporation (including
persons who serve at its request as Directors or officers of another
organization in which it owns shares or of which it is a creditor) and any such
indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the Corporation.
Any officer or Director of the Corporation, notwithstanding his official
relation to it, may enter into, negotiate, consummate and perform any contract
or agreement of any name or nature between the Corporation and himself, or any
other Director or Directors of the Corporation, or any firm or corporation in
which any such Director may be interested, whether such individual or
individuals, firm or corporation thus contracting with the corporation shall
thereby derive personal or corporate benefits or profits or otherwise; the
intent hereof being to relieve each and every person who may be an officer or
Director of the corporation from any disability that might otherwise exist from
contracting with the Corporation for the benefit of himself or any co-
partnership or corporation in which he may be interested.
BERTUCCI'S PIZZA & BOCCE, INC. herewith consents to use of the name
BERTUCCI'S, INC. by BERTUCCI'S, INC.
BERTUCCI'S PIZZA & BOCCE, INC.
By /S/ JOSEPH CRUGNALE
President and Treasurer
Executed this 1st day of November, 1984
BERTUCCI'S PIZZA & BOCCE, INC. herewith consents to use of the name BERTUCCI'S,
INC. by BERTUCCI'S, INC.
BERTUCCI'S PIZZA & BOCCE OF
HOLLISTON, INC.
By /S/ JOSEPH CRUGNALE
President and Treasurer
Executed this 1st day of November, 1984
BERTUCCI'S PIZZA & BOCCE, INC. herewith consents to use of the name BERTUCCI'S,
INC. by BERTUCCI'S, INC.
BERTUCCI'S PIZZA & BOCCE OF
CAMBRIDGE, INC.
By /S/ JOSEPH CRUGNALE
President and Treasurer
Executed this 1st day of November, 1984
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS, 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
I, Joseph Crugnale, President and Clerk of Bertucci's, Inc.,
located at 4 Gordon Street, Waltham, MA 02154 do hereby certify that the
following amendment to the articles of organization of the corporation was duly
adopted at a meeting held on January 31, 1986, by vote of 125 shares of common
stock out of 125 shares outstanding, ___________shares of _________ out of
_____________________ shares outstanding, ___________shares of _________ out of
_____________________ shares outstanding, being at least two-thirds of each
class outstanding and entitled to vote thereon and of each class or series of
stock whose rights are adversely affected thereby.
TO CHANGE the number of the par value, if any, of each class of stock within the
corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON 15,000
PREFERRED
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON $2,000,000 $.01
PREFERRED
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this thirty-first day of January, in the year 1986.
/s/ Joseph Crugnale, President
/s/ Joseph Crugnale, Clerk
The Commonwealth of Massachusetts
Office of the Secretary of State
State House, Boston, MA 02108
(617) 727-2800
Michael Joseph Connolly, Secretary
* ** ** ** ** ** ** *
CERTIFICATE OF CORRECTION
(General Laws, Chapter 156B, Section 6A)
Bertucci's Inc.
Certificate of Change of Directors or Officers of Domestic Business Corporations
It is hereby certified that the above mentioned document was filed with the
Office of the State Secretary on February 26, 1986 and that the defect or
inaccuracy was not noted at that time. The inaccuracy or defect to be corrected
in said documents is as follows:
Typographical error in the name of Director P. Crugnale. It should read "Paula
Crugnale" rather than "Paul Crugnale".
That portion of the document in CORRECTED FORM is as follows:
Directors: Joseph Crugnale
Paula Crugnale
Joseph Tripodi
IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, we have hereunto signed our
names this 20th day of May in the year 1987.
/S/ JOSEPH CRUGNALE President
-------------------
/S/ JOSEPH CRUGNALE Clerk
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THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS, 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Joseph Crugnale, President and James Westra, Clerk of Bertucci's, Inc.
located at 2C Gill Street, Woburn, MA 01801 do hereby certify that the following
amendment to the articles of organization of the corporation was duly adopted by
written consent of the sole Stockholder dated as of July 16, 1987 owning of
record:
816,051 shares of common stock out of 816,051 shares outstanding,
___________shares of _________ out of _____________________ shares outstanding,
and being at least two-thirds of each class outstanding and entitled to vote
thereon.
See EXHIBIT A attached hereto.
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON
PREFERRED
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
COMMON
PREFERRED
EXHIBIT A
1. That Article 5 of the Articles of Organization be, and it hereby is,
amended by deleting the provisions therein contained in their entirety and
adding "None" in their place.
2. That Article 6 of the Articles of Organization be, and it hereby is,
amended by deleting the provisions therein contained in their entirety and
adding their place the following provisions:
6. No Director or officer shall be disqualified by his office from dealing
or contracting as vendor, purchaser or otherwise, whether in his individual
capacity or through any other corporation, trust, association, firm or joint
venture in which he is interested as a stockholder, director, trustee, partner
or otherwise, with the corporation or any corporation, trust, association, firm
or joint venture in which the corporation shall be a stockholder or otherwise
interested or which shall hold stock or be otherwise interested in the
corporation, nor shall any such dealing or contract be avoided, nor shall any
Director or officer so dealing or contracting be liable to account for any
profit or benefit realized through any such dealing or contract to the
corporation or to any stockholder or creditor thereof solely because of the
fiduciary relationship established by reason of his holding such Directorship or
office. Any such interest of a Director shall not disqualify him from being
counted determining the existence of a quorum at any meeting nor shall any such
interest disqualify him from voting or consenting as a Director or having his
vote or consent counted in connection with any such dealing or contract.
No stockholder shall be disqualified from dealing or contracting as vendor,
purchaser or otherwise, either in his individual capacity or through any other
corporation, thrust, association, firm or joint venture in which he is
interested as a stockholder, director, trustee, partner or otherwise, with the
corporation or any corporation, trust, association, firm or joint venture in
which the corporation shall be a stockholder or otherwise interested or which
shall hold stock or be otherwise interested in the corporation, nor shall any
such dealing or contract be avoided, nor shall any stockholder so dealing or
contracting be liable to account for any profit or benefit realized through any
such contract or dealing to the corporation or to any stockholder or creditor
thereof by reason of such stockholder holding stock in the corporation to any
amount, nor shall any fiduciary relationship be deemed to be established by such
stockholding.
Meetings of the stockholders of the corporation may be held at any place
within the United States.
The corporation may be a partner in any business enterprise it would have
power to conduct by itself.
The Directors may make, amend or repeal the By-laws in whole or in part,
except with respect to any provision thereof which by law or By-laws requires
action by the stockholders.
No director of the corporation shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any statutory provision or other law imposing such liability,
except for liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders,(ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section Sixty-One or Sixty-Two (or any successor provision) of
Chapter 156B of the Massachusetts General Laws, or (iv) for any transaction from
which the director derived an improper personal benefit.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 17th day of July, in the year 1987
/S/ JOSEPH CRUGNALE President
/S/ JAMES WESTRA Assistant Clerk
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS, 02108
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
The fee for filing this certificate is prescribed by
General Laws, Chapter 156B, Section 114. Make check
payable to the Commonwealth of Massachusetts.
We, Joseph Crugnale and James Westra, President and Assistant Clerk of
Bertucci's Inc. organized under the laws of the Commonwealth of Massachusetts
and herein called the parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent corporations
are as follows:
Name State of Date of
Incorporation Incorporation
Bertucci's of Marlborough, Inc. Massachusetts August 8, 1985
Bertucci's of Brockton, Inc. Massachusetts June 19, 1986
Bertucci's of Brookline, Inc. Massachusetts November 8, 1985
Bertucci's Pizza & Bocce of Massachusetts November 2, 1984
Cambridge, Inc.
Bertucci's Pizza & Bocce of Massachusetts November 2, 1984
Holliston, Inc.
Bertucci's Pizza & Bocce, Inc. Massachusetts October 2, 1981
2. That the parent corporation owns at least ninety percent of the outstanding
shares of each class of the stock of each subsidiary corporation to be merged
into the parent corporation.
3. [Deleted]
4. That at a meeting of the directors of the parent corporation the following
vote, pursuant to subsection (a) of General Laws, Chapter 156B, Section 82, was
duly adopted:
WHEREAS, it is proposed that the following wholly-owned subsidiaries of the
Corporation be merged with and into the Corporation as authorized by Chapter
156B, Section 82, of the Massachusetts General Laws: Bertucci's of Marlborough,
Inc., Bertucci's of Swampscott, Inc., Bertucci's of Brockton, Inc., Bertucci's
of Brookline, Inc., Bertucci's Pizza & Bocce, Inc., Bertucci's Pizza & Bocce of
Holliston, Inc., and Bertucci's Pizza & Bocce of Cambridge, Inc. (collectively
the "Subsidiaries").
WHEREAS, it is determined to be in the best interests of the Corporation to
merge the Subsidiaries with and into the Corporation, with the Corporation as
the surviving corporation;
NOW THEREFORE, be it
RESOLVED: That this Corporation merge with the Subsidiaries, with this
Corporation as the surviving corporation, the effective date of
such merger to be the date of the filing of the articles of
merger with the Massachusetts Secretary of state unless such
merger is otherwise abandoned by a subsequent vote or the
Directors of this Corporation.
4. The effective date of the merger as specified in the vote set out under
Paragraph 4 is the date of filing of the Articles of Merger with the
Massachusetts Secretary of State.
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our
names this 30TH day of JANUARY, 1989.
/S/ JOSEPH CRUGNALE PRESIDENT
Joseph Crugnale
/S/ JAMES WESTRA ASSISTANT CLERK
James Westra
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS, 02108
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
The fee for filing this certificate is prescribed by
General Laws, Chapter 156B, Section 114. Make check
payable to the Commonwealth of Massachusetts.
We, Joseph Crugnale and James Westra, President and Assistant Clerk of
Bertucci's Inc. organized under the laws of the Commonwealth of Massachusetts
and herein called the parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent corporations
are as follows:
Name State of Incorporation Date of Incorporation
Bertucci's of Swampscott, Inc. Massachusetts 2/6/86
2. That the parent corporation owns at least ninety percent of the outstanding
shares of each class of the stock of each subsidiary corporation to be merged
into the parent corporation.
3. That in the case of each of the above-named corporations the laws of the
state of its organization, if other than Massachusetts, permit the merger herein
provided for and that all action required under the laws of each such state in
connection with this merger has been duly taken. (If all the corporations are
organized under the laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted.)
5. The effective date of the merger as specified in the vote set out under
Paragraph 4 is October 30, 1989.
6. (This Paragraph 6 may be deleted if the parent corporation is organized under
the laws of Massachusetts.)
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our
names this 20TH day of OCTOBER, 1989.
/S/ JOSEPH CRUGNALE PRESIDENT
Joseph Crugnale
/S/ JAMES WESTRA ASSISTANT CLERK
James Westra
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
FEDERAL IDENTIFICATION
NO.: 04-2844750
We Joseph Crugnale, , President and
James Westra Assistant Clerk of
Bertucci's Inc.
(EXACT Name of Corporation)
located at: 60 CUMMINGS PARK, WOBURN, MA 01801
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED 1
(Number those articles 1, 2,3,4, 5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted by consent of sole stockholder
at a meeting held on JUNE 4 1991, by vote of:
816,051 shares of COMMON STOCK out of 816,051 shares outstanding,
type, class & series, (if any)
_____ shares of _____ out of _____ shares outstanding,
type, class & series, (if any)
_____ shares of _____ out of _____ shares outstanding,
type, class & series, (if any)
CROSS OUT being at least a majority of each type, class or series
INAPPLICABLE outstanding and entitled to vote thereon:
CLAUSE
That Article 1 of the Articles of Organization be, and it
hereby is, deleted in its entirety and that the following
Article be substituted in its place:
1. The name by which the Corporation shall be
known is Bertucci's Restaurant Corp.
C |_|
P |_| 1. For amendments adopted pursuant to Chapter 156B, Section 70.
M |_| 2. For amendments adopted pursuant to Chapter 156B, Section 71.
RA |_|
Note: If the space provided under any Amendment or item on this
form is insufficient, additions shall be set forth on separate 8
1/2 x 11 sheets of paper leaving a left-hand margin of at least 1
inch for binding, Additions to more than one Amendment may be
______ continued on a single sheet so long as each Amendment
P.C. requiring each such addition is clearly indicated.
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
EFFECTIVE DATE: UPON FILING WITH THE SECRETARY OF STATE
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 4th day of June, in the year 1991.
/s/ Joseph Crugnale
- -------------------------------------------------------------------------------
President
/s/ James Westra
- -------------------------------------------------------------------------------
Assistant Clerk
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
We Joseph Crugnale, President and Clerk/Assistant Clerk of Bertucci's Restaurant
Corp. located at: 60 Cummings Park, Woburn, MA 01801
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles
NUMBERED 3 of the Articles of Organization were duly adopted by Consent
of Sole Stockholder on July 26, 1993, by vote of
816,051 shares of Common Stock out of 816,051 shares outstanding,
_______ shares of ____________ out of ____________ shares outstanding, and
_______ shares of ____________ out of ____________ shares outstanding,
being at least a majority of each type, class or series outstanding and entitled
to vote thereon: being at least two-thirds of each type, class or series
outstanding and entitled to vote thereon and of each type, class or series of
stock whose rights are adversely affected thereby:
CONTINUATION SHEET 6
By this Amendment Bertucci's Restaurant Corp. hereby amends Article Three of its
Article of Organization to provide that the number of shares of capital stock
this Corporation is authorized to issue be changed from 2,000,000 shares of
Common Stock with $.01 par value per share to 200,000 shares of Common Stock
with $.10 par value per share. In addition, the Corporation concurrently is
completely a reverse 1-for-10 stock split pursuant to which each holder of 10
shares of the Corporation's currently issued outstanding Common Stock, $.01 par
value per share will be entitled to receive, in exchange therefore, 1 share of
the Corporation's newly authorized but previously unissued Common Stock with
$.10 par value per share. No fractional shares will be issued.
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
COMMON COMMON 2,000,000 $.01
PREFERRED PREFERRED
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
COMMON COMMON 200,000 $.10
PREFERRED PREFERRED
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
LATER EFFECTIVE DATE:_________________________
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 26th day of July in the year 1993.
/S/ JOSEPH CRUGNALE President
-------------------------------
Joseph Crugnale
/S/ JOSEPH CRUGNALE Clerk
-------------------------------
Joseph Crugnale
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
Room 1717
CERTIFICATE OF CHANGE OF PRINCIPAL OFFICE
General Laws, Chapter 156B, Section 14
I, Joseph Crugnale, Clerk/Assistant Clerk, of
Bertucci's Restaurant Corp
having its principal office at 60 Cummings Park, Woburn, MA 01801
do hereby certify that pursuant to General Laws, Chapter 156B, Section 14, the
directors of said corporation have changed the principal office of the
corporation to 14 Audubon road, Wakefield, MA 01880
SUBSCRIBED THIS 30th day of November 1993, UNDER PENALTIES OF PERJURY.
SIGNATURE /s/ JOSEPH CRUGNALE Clerk
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Joseph Crugnale