Exhibit 3.3
The Commonwealth of Massachusetts
/s/ illegible FEDERAL IDENTIFICATION
- ---------------- No. 04-2017769
Examiner ----------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS: 02108
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 156B, Section 74
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the restated articles of organization. The fee
for filing this certificate is prescribed by General Laws, Chapter
156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
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We, Thomas A. Rodgers, III, President and
Lawrence R. Walsh, Assistant Clerk of
Globe Manufacturing Co.
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(Name of Corporation)
located at 156 Bedford Street, Fall River, MA 02720
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do hereby certify that the following restatement of the articles of
organization of the corporation was duly adopted by unanimous written
consent of all of the stockholders of the Corporation on December 21,
1992, by vote of
150 shares of Voting Common Stock out of 150 shares outstanding,
----- --------------------- -----
(Class of Stock)
1,609 shares of Class B Common Stock out of 1,609 shares outstanding and
----- ---------------------- -----
(Class of Stock)
shares of out of shares outstanding.
------- ----------------------- -------
(Class of Stock)
being at least two-thirds of each class of stock outstanding and
entitled to vote and of each class or series of stock adversely
affected thereby:
1. The name by which the corporation shall be known is:
Globe Manufacturing Co.
2. The purposes for which the corporation is formed are as
follows:
(a) To manufacture and sell elastomeric fibers, including
spandex fiber and latex thread.
(b) To carry on any business or other activity which may
C [_] lawfully be carried on by a corporation organized under the
P [_] Business Corporation Law of the Commonwealth of
M [_] Massachusetts, whether or not related to those referred to
RA [_] in the preceding paragraph.
Note: If the space provided under any article 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
25 binding. Additions to more than one article may be continued on a
- ------ single sheet so long as each article requiring each such addition is
P.C. clearly indicated.
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
----------------- --------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- -------------- ---------------- ---------------- ---------
Preferred
Series A Cumulative
Preferred Stock 30,000 $.01
Common
Class A Common 2,000,000 $.01
Class B Common 2,000,000 $.01
*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:
See Attachment 4
*5. The restrictions, if any, imposed by the articles of organization upon
the transfer of shares of stock of any class are as follows:
None.
*6. Other lawful provisions, if any, for the conduct and regulation of the
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.
See Attachment 6
* If there are no such provisions, state "None".
ATTACHMENT 4
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The total number of shares of all classes of stock which the corporation
shall have authority to issue is 4,030,000 shares, consisting of (i) 2,000,000
shares of Class A Common Stock, $.01 par value per share ("Class A Common
Stock"), (ii) 2,000,000 shares of Class B Common Stock, $.01 par value per
share, and (iii) 30,000 shares of Series A Cumulative Preferred Stock, $.01 par
value per share ("Series A Preferred").
The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions thereof in
respect of each class of capital stock of the corporation.
A. CLASS A COMMON STOCK AND CLASS B COMMON STOCK.
1. General. The voting, dividend and liquidation rights of the holders of
the Class A Common Stock and Class B Common Stock are subject to and qualified
by the rights of the holders of the Series A Preferred. Except for the mandatory
conversion provisions and the difference in voting rights as set forth below,
the rights and privileges of the Class A Common Stock and Class B Common Stock
shall be identical, and the Class A Common Stock and Class B Common Stock shall
be treated as one class of stock of the corporation. The Class A Common Stock
and Class B Common Stock are hereinafter collectively referred to as "Common
Stock".
2. Voting. The holders of the Class A Common Stock are entitled to one vote
for each share held at all meetings of stockholders (and written actions in lieu
of meetings). The holders of the Class B Common Stock shall have no voting
rights except as otherwise required by law. There shall be no cumulative voting.
3. Dividends. Dividends may be declared and paid on the Class A Common
Stock and Class B Common Stock from funds lawfully available therefor as and
when determined by the Board of Directors and subject to any preferential
dividend rights of any then outstanding Series A Preferred.
4. Liquidation. Upon the dissolution or liquidation of the corporation,
whether voluntary or involuntary, holders of Class A Common Stock and Class B
Common Stock will be entitled to receive all assets of the corporation available
for distribution to its stockholders, subject to any preferential rights of any
then outstanding Series A Preferred.
5. Mandatory Conversation of Class B Common Stock.
(a) Without any action on the part of the holder thereof, each outstanding
share of Class B Common Stock shall automatically be converted into a share of
Class A Common Stock immediately prior to the consummation of a primary or
secondary sale of Common Stock to the public pursuant to a registered public
offering under the Securities Act of 1933, as amended (the
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"Securities Act"), as a result of which offering the public (including for this
purpose, all purchasers in the underwriting irrespective of any relationship
with the Corporation) will own 20% or more of the Common Stock then issued and
outstanding (the "Class B Mandatory Conversion Date").
(b) All holders of record of shares of Class B Common Stock will be given
written notice of the Class B Mandatory Conversion Date and the place designated
for mandatory conversion of all such shares of Class B Common Stock pursuant to
this Section A.5. Such notice shall be sent by first class or registered mail,
postage prepaid, to each record holder of Class B Common Stock at such holder's
address last shown on the records of the transfer agent for the Class B Common
Stock (or the records of the Corporation, if it serves as its own transfer
agent). Upon receipt of such notice, each holder of shares of Class B Common
Stock shall surrender his or its certificate or certificates for all such shares
to the Corporation at the place designated in such notice, and shall thereafter
receive certificates for the number of shares of Class A Common Stock to which
such holder is entitled pursuant to this Section A.5. On the Class B Mandatory
Conversion Date, all rights with respect to the Class B Common Stock so
converted will terminate, except only the rights of the holders thereof, upon
surrender of their certificate or certificates therefor, to receive certificates
for the number of shares of Class A Common Stock into which such Class B Common
Stock has been converted, and payment of any declared or accrued but unpaid
dividends thereon (all of which shall be deemed to be declared by the Board of
Directors on the Class B Mandatory Conversion Date). If so required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or by
his or its attorney duly authorized in writing. As soon as practicable after the
Class B Mandatory Conversion Date and the surrender of the certificate or
certificates for Class B Common Stock, the Corporation shall cause to be issued
and delivered to such holder, or on his or its written order, a certificate or
certificates for the number of full shares of Class A Common Stock issuable on
such conversion in accordance with the provisions hereof and cash as reasonably
determined by the Board of Directors in respect of any fraction of a share of
Class A Common Stock otherwise issuable upon such conversion.
(c) All certificates evidencing shares of Class B Common Stock which are
required to be surrendered for conversion in accordance with the provisions
hereof shall, from and after the Class B Mandatory Conversion Date, be deemed to
have been retired and cancelled and the shares of Class B Common Stock
represented thereby converted into Class A Common Stock for all purposes,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date. The Corporation may thereafter take such
appropriate action (without the need for stockholder action) as may be necessary
to reduce the authorized Class B Common Stock accordingly.
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6. Mandatory Conversion of Class A Common Stock.
(a) At any time prior to the termination of that certain Shareholders'
Agreement dated as of December __, 1992 among the Corporation, the Shareholders
(as such term is defined therein) and the other individuals named on the
signature pages thereof, as such agreement may be amended or otherwise modified
from time to time (the "Shareholders Agreement"), each outstanding share of
Class A Common Stock transferred in violation of Section 4.4 of the Shareholders
Agreement shall be automatically converted into a share of Class B Common Stock
on the date of such transfer ("Class A Mandatory Conversion Date").
(b) Upon any such transfer of shares of Class A Common Stock in violation
of Section 4.4 of the Shareholders Agreement, each transferee of such shares of
Class A Common Stock shall surrender his or its certificate or certificates for
all such shares to the Corporation at its principal office, and shall thereafter
receive certificates for the number of shares of Class B Common Stock to which
such holder is entitled pursuant to this Section A.6. On the Class A Mandatory
Conversion Date, all rights with respect to the Class A Common Stock so
converted will terminate, except only the rights of the holders thereof, upon
surrender of their certificate or certificates therefor, to receive certificates
for the number of shares of Class B Common Stock into which such Class A Common
Stock has been converted, and payment of any declared or accrued but unpaid
dividends thereon (all of which shall be deemed to be declared by the Board of
Directors on the Class A Mandatory Conversion Date). If so required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or by
his or its attorney duly authorized in writing. As soon as practicable after the
Class A Mandatory Conversion Date and the surrender of the certificate or
certificates for Class A Common Stock, the Corporation shall cause to be issued
and delivered to such holder, or on his or its written order, a certificate or
certificates for the number of full shares of Class B Common Stock issuable on
such conversion in accordance with the provisions hereof and cash as reasonably
determined by the Board of Directors in respect of any fraction of a share of
Class B Common Stock otherwise issuable upon such conversion.
(c) All certificates evidencing shares of Class A Common Stock which are
required to be surrendered for conversion in accordance with the provisions
hereof shall, from and after the Class A Mandatory Conversion Date, be deemed to
have been retired and cancelled and the shares of Class A Common Stock
represented thereby converted into Class B Common Stock for all purposes,
notwithstanding the failure of the holder or holders thereof to surrender such
certificates on or prior to such date. The Corporation may thereafter take such
appropriate action (without the need for stockholder action) as may be necessary
to reduce the authorized Class A Common Stock accordingly.
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B. SERIES A CUMULATIVE PREFERRED STOCK.
1. Number of Shares.
(a) The number of authorized shares constituting Series A Preferred is
30,000.
(b) All shares of Series A Preferred redeemed, purchased or otherwise
acquired by the Corporation shall be retired and cancelled and shall be restored
to the status of authorized but unissued shares of preferred stock, without
designation as to series, and may thereafter be issued, but not as shares of
Series A Preferred. After the Series A Initial Issuance Date (as defined below),
the Corporation shall not issue any shares of Series A Preferred other than
shares which comprise Additional Shares of Series A Preferred (as defined below)
pursuant to Section B.2.(b) herein or shares which are issued pursuant to
Section 7.7 of the Stock and Warrant Purchase and Recapitalization Agreement,
dated as of December 21, 1991, by and among the Goldman Shareholders (as defined
therein), the Corporation, Island Development Corp., and the Shareholders (as
defined therein) (the "Section 7.7 Shares").
(c) The Series A Preferred shall, with respect to dividend rights and
rights of liquidation, winding up and dissolution, rank (i) junior to any other
series of preferred stock established by the Board of Directors of the
Corporation, the terms of which shall specifically provide that such series
shall rank prior to the Series A Preferred, (ii) on a parity with any other
series of preferred stock established by the Board of Directors, the terms of
which shall specifically provide that such series shall rank on a parity with
the Series A Preferred, and (iii) prior to any other equity securities of the
Corporation, including without limitation, all classes of the Common Stock; all
of such equity securities of the Corporation to which the Series A Preferred
ranks prior, including without limitation the Common Stock, are collectively
referred to herein as the "Junior Securities").
2. Dividends.
(a) Subject to Section B.2(c) hereof, with respect to each dividend period
the Board of Directors shall declare, the Corporation shall pay and the holders
of the shares of Series A Preferred shall be entitled to receive, out of funds
legally available therefor, cumulative dividends on the shares of the Series A
Preferred, at a rate per annum equal to the Applicable Rate (as defined below)
multiplied by the liquidation preference thereof. All dividends described in
this Section B.2(a) shall be payable on December 22 of each year, which date
shall be the first day of the next succeeding dividend period (an "Annual
Dividend Period"), and on the date of any redemption of the Series A Preferred,
or if any such date is not a Business Day (as hereinafter defined), on the next
succeeding Business Day (each of such dates being a "Series A Dividend Payment
Date"), commencing December 22, 1993, in preference to and in priority over
dividends on the Junior Securities, except as provided in Section B.2(d)(iii)
below. Such dividends shall be paid to the holders of record at the close of
business on the date specified by the Board of Directors of the Corporation at
the time such dividend is declared; provided,
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however, that such date shall not be more than 60 days nor less than 10 days
prior to the respective Series A Dividend Payment Date. Each of such annual
dividends shall be fully cumulative and shall accrue (whether or not earned or
declared), without interest, from the first day of the Annual Dividend Period,
except that with respect to the Annual Dividend Period ending on December 22,
1993, such dividend shall accrue from the initial date of issuance of the Series
A Preferred (the "Series A Initial Issuance Date"). The amount of dividends
payable hereunder shall be determined on the basis of twelve 30-day months and a
360-day year. Cumulative dividends with respect to Series A Preferred which are
in arrears may be declared and paid at any time without reference to any regular
Series A Dividend Payment Date.
(b) Any dividend on the Series A Preferred accrued and payable on any
Series A Dividend Payment Date shall be paid either, as so elected by the vote
of a majority of the members of Board of Directors of the Corporation (excluding
the Goldman Directors, as that term is defined in a certain Shareholders'
Agreement, dated as of December 22, 1992, among the Corporation and its
shareholders), (x) in cash or (y) by issuing a number of additional shares of
the Series A Preferred (the "Additional Shares of Series A Preferred") for each
such share (or partial share) of Series A Preferred then outstanding equal to
the dividend then payable on each such share (or partial share) of Series A
Preferred for the Annual Dividend Period then ended (expressed as a dollar
amount) divided by the liquidation value of one share of Series A Preferred
(expressed as a dollar amount). If at any time after the Series A Initial
Issuance Date, the Corporation fails for any reason to pay any dividend on the
Series A Preferred in cash as set forth in clause (x) of the preceding sentence,
then the Corporation shall instead pay such dividend by the issuance of
Additional Shares of Series A Preferred as set forth in clause (y) of the
preceding sentence. For purposes of this Section B.2., the "Applicable Rate"
shall mean (i) 10% per annum, to the extent that dividends are paid in cash and
(ii) 15% per annum, to the extent that dividends are paid in Additional Shares
of Series A Preferred.
(c) Notwithstanding any of the other provisions of this Section B.2, the
Corporation shall not be required to pay cash dividends on shares of Series A
Preferred to the extent the payment of cash dividends on shares of Series A
Preferred is prohibited by the then applicable corporation law of the
Commonwealth of Massachusetts, and the Corporation shall not be required to pay
dividends on shares of Series A Preferred in Additional Shares of Series A
Preferred to the extent such payment is prohibited by the then applicable
corporation law of the Commonwealth of Massachusetts.
(d) (i) No full cash dividends shall be declared or paid or set apart for
payment on the preferred stock of any series ranking, as to dividends, on a
parity with Series A Preferred for any period unless full cumulative dividends
have been or contemporaneously are declared and paid in cash or declared and a
sum sufficient for the payment thereof set apart for such payment in cash on
shares of Series A Preferred or unless such dividends shall have been paid by
the issuance of Additional Shares of Series A Preferred, in any event, through
the most recent Series A Dividend Payment Date. When dividends are not paid in
full, as aforesaid, upon the shares of Series A Preferred and any other series
of preferred stock ranking on a party as to dividends with Series A
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Preferred, all dividends declared on Series A Preferred and any other series of
preferred stock ranking on a parity as to dividends with Series A Preferred
shall be declared and paid in cash or by the issuance of additional shares of
such respective series of preferred stock pro rata so that the amount of
dividends so declared per share on Series A Preferred and such other series of
preferred stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the shares of Series A Preferred through the most
recent Series A Dividend Payment Date and such other series of preferred stock
through such date bear to each other.
(ii) Subject to Section B.2(d)(iii), as long as any shares of Series A
Preferred are outstanding, no dividend shall be declared or paid or set aside
for payment or other distribution declared or made (in each case, other than
dividends or distributions paid in shares of, or options, warrants or rights to
subscribe for or purchase shares of, Junior Securities) upon the Junior
Securities, nor shall any Junior Securities be redeemed, purchased or otherwise
acquired by the Corporation for any consideration (except for shares of Junior
Securities or options, warrants or rights to subscribe for or purchase shares of
Junior Securities or by conversion into or exchange for Junior Securities),
unless, in each case, (x) the full cumulative dividends on all outstanding
shares of Series A Preferred shall have been paid (either in cash or by issuance
of Additional Shares of Series A Preferred) through the most recent Series A
Dividend Payment Date, (y) after giving effect to such dividend, distribution,
redemption, purchase or acquisition Cumulative Net Income (as defined below)
equals or exceeds $8,400,000 and (z) all amounts paid by the Corporation in
respect of such dividends, distributions, redemptions, purchases or acquisitions
during or subsequent or the most recent four full fiscal quarters of the
Corporation does not exceed the Net Income (as defined below) for such four full
fiscal quarters. For purposes of the foregoing, "Net Income" means the
consolidated net income (including net losses) of the Corporation and its
subsidiaries as reflected on the regularly prepared quarterly consolidated
income statements of the Corporation and its subsidiaries which are provided to
certain holders of the Preferred Stock pursuant to Section B.9 hereof, excluding
gains, but including losses, from any sales, transfers or other dispositions of
assets by the Corporation or any of its subsidiaries outside the ordinary course
of business or from other extraordinary transactions, effected during the
applicable period, and including income from non-consolidated subsidiaries only
to the extent of cash dividends received by the Corporation or any of its
consolidated subsidiaries during such period, and "Cumulative Net Income" means
the cumulative Net Income of the Corporation and its subsidiaries for all full
fiscal quarters completed subsequent to January 2, 1993, less all cash amounts
paid and the fair market value, as determined in good faith by the Board of
Directors, of all non-cash consideration paid or distributed, by the Corporation
during or subsequent to such periods in respect of dividends, distributions,
redemptions, purchases or acquisitions of any capital stock of the Corporation,
excluding such dividends or distributions on such capital stock made in, or
redemptions, purchases or acquisitions of such capital stock for, shares of
capital stock ranking junior to such capital stock with respect to dividend
rights and rights of liquidation, winding up and dissolution (or options,
warrants or rights to subscribe for or purchase additional shares of such
capital stock or shares of capital stock ranking junior to such capital stock).
In connection with any declaration or payment of dividends upon Junior
Securities, the making of any distribution on
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Junior Securities or any purchase, redemption or other acquisition of Junior
Securities by the Corporation, other than any such dividend, distribution,
redemption, purchase or acquisition permitted by Section B.2(d)(iii), the
Corporation shall furnish to each holder of shares of Series A Preferred a
certificate signed by the chief financial officer or the chief executive officer
of the Corporation setting forth the basis upon which such dividend,
distribution, purchase, redemption or acquisition is permitted by the terms of
this Section B.2(d)(ii).
(iii) Nothing contained in this Section B of Article IV shall prevent
(x) the purchase, redemption or other acquisition by the Corporation or any of
its subsidiaries for any consideration of Junior Securities pursuant to Section
4.10 or 4.11 of the Shareholders Agreement, (y) the payment of dividends upon
Junior Securities declared prior to the Series A Initial Issuance Date but which
are payable after such date or (z) the payment of dividends upon Junior
Securities declared after the Series A Initial Issuance Date, not to exceed
$50,000 in the aggregate in any twelve-month period.
(e) Any dividend payment made on shares of Series A Preferred shall first
be credited against the dividends accrued with respect to the earliest periods
for which dividends have not been paid. Holders of shares of Series A Preferred
shall not be entitled to (i) any dividends, whether payable in cash, property or
stock, in excess of full cumulative dividends, as herein provided, on the Series
A Preferred, or (ii) any interest, or sum of money in lieu of interest, in
respect of any dividend payment or payments on the Series A Preferred which may
be in arrears. Notwithstanding the foregoing, any Additional Shares of Series A
Preferred payable as dividends on the Series A Preferred which are not paid when
due and payable (whether as a result of there not being sufficient authorized
shares of the Series A Preferred Stock or for any other reason) shall, for
purposes of determining the amount of dividends payable in any subsequent Annual
Dividend Period or for any other purpose hereunder, including in connection with
any redemption obligation of the Corporation relating to the Series A Preferred
and any determination made with respect thereto, be deemed to be outstanding
from and after the Series A Dividend Payment Date with respect to such
dividends. The foregoing shall not relieve the Corporation from its obligation
to pay any dividend on the Series A Preferred when due.
(f) Certificates for Additional Shares of Series A Preferred or Section 7.7
Shares shall bear a legend identifying such shares as Additional Shares of
Series A Preferred or Section 7.7 Shares, as applicable. Shares of Additional
Shares of Series A Preferred and Section 7.7 Shares shall be identical in all
respects to shares of Series A Preferred and shall be treated alike including,
without limitation, with respect to the payment of dividends under Section 3.2
herein.
3. Redemption; Repurchase; Refinancing. Shares of Series A Preferred shall
be redeemable by the Corporation as provided below (with all references in this
Section B.3 to a redemption price per share to be adjusted proportionally in
respect of partial shares):
(a) Option Redemption. At the option of the Corporation, shares of Series A
Preferred may be redeemed at any time in whole or in part from time to time, out
of funds legally
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available therefor, at a cash redemption price of $1,000 per share, plus, in
each case, an amount in cash equal to accrued and unpaid dividends thereon
(whether or not earned or declared), if any, to the date fixed for redemption.
(b) Mandatory Redemption. On the earliest of (i) the seventh anniversary of
the Series A Initial Issuance Date, (ii) the consummation of any merger of the
Corporation with or into, or its consolidation with, another corporation if,
immediately after such merger or consolidation, the holders of Common Stock
immediately prior to the execution of a definitive agreement providing for such
merger or consolidation own, in the aggregate, capital stock of the surviving or
resulting corporation representing less than a majority of the total voting
power of such corporation, (iii) the consummation of a primary or secondary sale
of Common Stock to the public pursuant to a registered public offering under the
Securities Act, as a result of which offering the public (including for this
purpose, all purchasers in the underwriting irrespective of any relationship
with the corporation) will own 20% or more of the Common Stock then issued and
outstanding, or (iv) the consummation of a sale of all or substantially all of
the assets of the Corporation, all of the outstanding shares of Series A
Preferred shall be redeemed by the Corporation, to the extent of and out of
funds legally available to do so, at a cash redemption price of $1000 per share,
plus, in each case, an amount equal to accrued and unpaid dividends thereon
(whether or not earned or declared), if any, to the date fixed for redemption.
(c) Limitations on Redemption Obligations. The Corporation shall not be
required to discharge its redemption obligations pursuant to Section B.3(a) or
Section B.3(b) hereof to the extent such redemption is prohibited by the then
applicable corporation law of the Commonwealth of Massachusetts; provided that
any such redemption obligation shall be discharged as soon as such prohibition
is no longer applicable.
(d) Notice of Redemption; Other Redemption Procedures. (i) Whenever shares
of Series A Preferred (including Additional Shares of Series A Preferred or
Section 7.7 Shares) are to be redeemed pursuant to Section B.3(a) or Section
B.3(b), a notice of such redemption shall be mailed, by first-class mail,
postage prepaid, or delivered to each holder of the shares to be redeemed at
such holder's address as the same appears on the stock transfer books of the
Corporation. Such notice shall be mailed or delivered not less than 10 days and
not more than 60 days prior to the date fixed for redemption. Each such notice
shall state: (i) the date fixed for redemption; (ii) the number of shares of
Series A Preferred to be redeemed; (iii) the redemption price; (iv) the place or
places where such shares of Series A Preferred are to be surrendered for payment
of the redemption price; (v) that dividends on the shares to be redeemed will
cease to accrue on such date fixed for redemption; (vi) the provision of this
Section B.3 under which the redemption is made; and (vii) the extent, if any, to
which Additional Shares of Series A Preferred and/or Section 7.7 Shares are
being redeemed. If fewer than all shares of Series A Preferred held by a holder
are to be redeemed, the notice mailed to such holder shall specify the number of
shares to be redeemed from such holder. Except as required by applicable law, no
defect in the notice of redemption or in the mailing thereof shall affect the
validity of the redemption proceedings.
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(ii) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price of the shares called for
redemption) dividends on the shares of Series A Preferred so called for
redemption shall cease to accrue, and said shares shall no longer be deemed to
be outstanding and shall have the status of authorized but unissued shares of
preferred stock, unclassified as to series, and all rights of the holders
thereof as stockholders of the Corporation (except the right to receive from the
Corporation the redemption price and any accrued and unpaid dividends to the
redemption date) shall cease. Upon surrender in accordance with said notice of
the certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. In case fewer than all the shares represented by any
such certificates are redeemed, a new certificate shall be redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to
the holder thereof.
(iii) In the event that fewer than all shares of Series A Preferred
are redeemed, except as expressly provided herein, the Corporation may elect
whether to redeem shares of Series A Preferred generally, only Additional Shares
of Series A Preferred, only Section 7.7 shares, or any combination thereof. Any
such redemption of Additional Shares of Series A Preferred, Section 7.7 Shares
or other Series A Preferred shall be made pro rata among Additional Shares of
Series A Preferred, Section 7.7 Shares or other Series A Preferred, as the case
may be.
(iv) Nothing contained herein shall limit any legal right of the
Corporation or any Affiliate (as defined below) to purchase or otherwise acquire
any shares of Series A Preferred at any price, whether higher or lower than the
redemption price.
4. Liquidation.
(a) Upon a liquidation, winding up or dissolution of the affairs of the
Corporation, whether voluntary or involuntary, the holders of shares of Series A
Preferred then outstanding shall be entitled, whether for capital or surplus
before any assets of the Corporation shall be distributed among or paid over to
the holders of Junior Securities but after distribution of such assets among, or
payment thereof over to, creditors of the Corporation and to holders of any
stock of the Corporation with liquidation rights senior to the Series A
Preferred, to be paid $1,000 per share (pro rated for fractional shares), plus,
in each such case, in an amount equal to all accrued and unpaid dividends
thereon (whether or not earned or declared) to and including the date of final
distribution. After any such payment in full, the holders of shares of the
Series A Preferred shall not be entitled to any further participation in any
distribution of assets of the Corporation.
(b) Neither the merger or consolidation of the Corporation into or with any
other corporation or the merger or consolidation of any other corporation into
or with the Corporation,
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nor the sale of all or substantially all of the assets of the Corporation, shall
be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, for the purposes of this Section B.4.
(c) If, upon any such liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the assets of the Corporation
shall be insufficient to make the full payments required by subsection (a) of
this Section B.4, no such distribution shall be made on account of any shares of
any other class or series of preferred stock ranking on a parity with the shares
of Series A Preferred upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of
Series A Preferred, ratably, in proportion to the full distributable amounts for
which holders of all such parity shares are respectively entitled upon such
dissolution, liquidation or winding up.
(d) Subject to the rights of the holders of shares of any series or class
or classes of stock ranking on a parity with or prior to the shares of Series A
Preferred upon liquidation, dissolution or winding up of the Corporation, after
payment shall have been made in full to the holders of the shares of Series A
Preferred as provided in this Section B.4, but not prior thereto, any Junior
Securities shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be paid
or distributed, and the holders of the shares of Series A Preferred shall not be
entitled to share therein.
5. Voting. The holders of shares of Series A Preferred shall not be
entitled to any voting rights except as specified in this Section B.5 and
Section B.6 and except as otherwise provided by law. The affirmative vote of the
holders of at least 75% in liquidation value of the outstanding shares of Series
A Preferred, voting separately as a single class on a one vote per share (pro
rated for fractional shares) basis, in person or by proxy, at a special or
annual meeting of stockholders called for the purpose, or by consent, shall be
required (i) for purposes of implementing Section B.6, (ii) to amend, repeal or
change any provisions of this Section B of Article IV of Series A Preferred in
any manner which would materially and adversely affect, alter or change the
powers, preferences or specific rights of any share of Series A Preferred or
(iii) to create, issue, or increase or decrease the amount, of any class or
series of capital stock of the Corporation ranking prior to or on a parity with
the Series A Preferred as to dividends or upon liquidation, dissolution or
winding up of the Corporation.
6. Board Representation.
(a) In the event that the Series A Preferred is not redeemed by the
Corporation as and when required by Section B.3(b) hereof, whether as permitted
by Section B.3(c) hereof or otherwise, the number of directors constituting the
Board of Directors of the Corporation shall, without further action, be
increased by one and the holders of the Series A Preferred shall have the
exclusive right, voting as a single class, to elect the director of the
Corporation to fill such newly created directorship at each meeting of
stockholders held for the purpose of electing directors. Such additional
director shall continue as a director and such additional voting right
10
shall continue until such time as all of the issued and outstanding shares of
Series A Preferred are redeemed by the Corporation in accordance with the terms
hereof, at which time such additional director shall cease to be a director and
such additional voting right of the holders of Series A Preferred Stock shall
terminate.
(b) At any time that the holders of the Series A Preferred have voting
powers pursuant to Section B.6(a), the proper officers of the Corporation shall,
upon written request of the holders of record of at least 20% of the Series A
Preferred, addressed to the Clerk of the Corporation, call a special meeting of
the holders of such Series A Preferred Stock for the purpose of electing such
director. Such meeting shall be held at the earliest practicable date thereafter
and shall be held at the place for the holding of annual meetings of the
stockholders of the Corporation. If such meeting shall not be called by the
officers of the Corporation within 25 days after personal service of the above
request upon the Clerk of the Corporation, or within 30 days after mailing of
same within the United States of America by registered mail addressed to the
Clerk of the Corporation at its principal office (such mailing to be evidenced
by the registry receipt issued by the postal authorities), then the holders of
record of at least 20% of the Series A Preferred in which voting power is vested
pursuant to the preceding paragraphs then outstanding may designate in writing
one of their number to call such meeting, and such meeting may be called by such
person so designated upon the giving of notice to stockholders as provided in
the Articles of Organization or By-Laws of the Corporation for a special meeting
of stockholders. Any holder so designated shall have access to the stock books
of the Corporation for the purposes of causing such meeting to be called
pursuant to these provisions. Notwithstanding the provisions of this paragraph,
no such special meeting shall be called by a holder designated pursuant to the
second preceding sentence during the period within 30 days immediately preceding
the date fixed for the next annual meeting of stockholders.
(c) At any meeting held for the purpose of electing a director or directors
at which the holders of the Series A Preferred shall have the right, voting
separately as a class, to elect a director, the presence, in person or by proxy,
of the holders of one-third of the Series A Preferred shares entitled to vote at
such meeting shall be required to constitute a quorum. At any such meeting or
adjournment thereof, (i) the absence of a quorum of holders of the Series A
Preferred shall not prevent the election of directors other than such additional
director and the absence of a quorum of holders of any other class of capital
stock shall not prevent election of such additional director or directors, and
(ii) in the absence of either or both such quorums, the holders of a majority of
the shares present in person or by proxy of the class of stock or classes of
stocks which lack a quorum shall have power to adjourn, until a quorum shall be
present, the meeting for the election of the director or directors which they
are entitled to elect from time to time without notice other than announcement
at the meeting unless otherwise required by law.
(d) Notwithstanding any provision hereof or of the Articles of Organization
to the contrary, at any time that the holders of the Series A Preferred have
voting powers pursuant to Section B.6(a), any action required or permitted to be
taken by the holders of the Series A Preferred at any meeting of such holders
may be taken without a meeting if all of the holders of
11
the Series A Preferred entitled to vote on the matter consent to the action in
writing and the written consents are filed with the records of the meetings of
stockholders. Such consents shall be treated for all purposes as a vote at a
meeting.
7. Restrictions on Transfer.
(a) No sale, offer, assignment, transfer, pledge, hypothecation,
encumbrance or other disposition (collectively, "Transfer") of any shares of
Series A Preferred, or any interest therein, in whole or in part, shall be
permitted without the prior written consent of the Corporation, which consent
shall not be unreasonably withheld or delayed, provided, that no such consent
shall be required with respect to a transfer of shares of Series A Preferred, or
any interest therein, (i) by the holder thereof to any Affiliate or Affiliates
of such holder or (ii) by will or the laws of descent.
(b) The Series A Preferred has not been registered under the Securities Act
or any applicable state securities or blue sky law and may not be sold,
transferred or otherwise disposed of without such registration unless the sale,
transfer or disposition can be effected without such registration and in
compliance with the Securities Act and such laws. Without limiting Section
B.7(a) or Section B.8 hereof, a holder of Series A Preferred shall not sell,
transfer or otherwise dispose of all or any part of, any share of Series A
Preferred, or any interest therein, other than pursuant to an effective
registration statement under the Securities Act, without first notifying the
Corporation prior to such sale, transfer or disposition and, if requested by the
Corporation, delivering to the Corporation a written opinion of legal counsel
experienced in Securities Act matters, in form and substance reasonably
satisfactory to the Corporation, that an exemption from registration is
available under the Securities Act and any applicable state securities or blue
sky law.
8. No Registration Rights. No person shall at any time be entitled to
registration or similar rights with respect to any shares of Series A Preferred.
9. Reports and Other Information. So long as any Series A Preferred Stock
is outstanding, the Corporation shall furnish to each holder of shares of Series
A Preferred representing 25% or more of the then outstanding Series A Preferred
such financial and other information concerning the Corporation as is required
to be furnished by the Corporation to a holder of shares of Common Stock
representing 25% or more of the outstanding Common Stock pursuant to Sections
5.1(a) , (b) and (c) of the Shareholders Agreement.
10. Fractional Shares. The Corporation may issue fractional shares of
Series A Preferred Stock or fractional interests in the Series A Preferred
Stock, and if they are issued, they shall entitle the holder to receive
dividends, participate in distributions and to have the benefit of all other
rights of a holder of the Series A Preferred Stock in proportion to the
fractional shares or interests held by such holder.
12
11. Additional Definitions. As used herein, the following terms have the
meanings specified below:
"Affiliate" shall have the meaning assigned to it by Rule 12b-2
under the Securities Exchange Act of 1934, as amended, as in
effect on the date of these Restated Articles of Organization.
"Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on
which banks are open for business in New York City.
13
ATTACHMENT 6
6. Other lawful provisions, if any, for the conduct and regulation of the
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:
6A. LIMITATION OF DIRECTOR LIABILITY
Except to the extent that Chapter 156B of the Massachusetts General Laws
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision 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 such director
occurring prior to such amendment.
6B. INDEMNIFICATION
1. Actions, Suits and Proceedings. The corporation shall indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was, or has agreed to become, a director or officer of the corporation, or is or
was serving, or has agreed to serve, at the request of the corporation, as a
director or officer of, or in a similar capacity with, another organization or
in any capacity with respect to any employee benefit plan of the corporation
(all such persons being referred to hereafter as an "Indemnitee"), or by reason
of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys' fees), judgments and fines incurred by him or
on his behalf in connection with such action, suit or proceeding and any appeal
therefrom, unless the Indemnitee shall be finally adjudicated in such action,
suit or proceeding not to have acted in good faith in the reasonable belief that
his action was in the best interests of the corporation or, to the extent such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Notwithstanding anything to the contrary in this Article, except as set forth in
Section 5 below, the corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
the Indemnitee unless the initiation thereof was approved by the Board of
Directors of the corporation.
2. Settlements. The right to indemnification conferred in this Article
shall include the right to be paid by the corporation for amounts paid in
settlement of any such action, suit or proceeding and any appeal therefrom, and
all expenses (including attorneys' fees) incurred in connection with such
settlement, pursuant to a consent decree or otherwise, unless and to the extent
it is determined pursuant to Section 5 below that the Indemnitee did not act in
good faith
1
in the reasonable belief that his action was in the best interests of the
corporation or, to the extent such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.
3. Notification and Defense of Claim, As a condition precedent to his right
to be indemnified, the Indemnitee must notify the corporation in writing as soon
as practicable of any action, suit, proceeding or investigation involving him
for which indemnity will or could be sought. With respect to any action, suit,
proceeding or investigation of which the corporation is so notified, the
corporation will be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to the Indemnitee. After notice from the corporation to the
Indemnitee of its election so to assume such defense, the corporation shall not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such claim, other than as provided
below in this Section 3. The Indemnitee shall have the right to employ his own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice from the corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the corporation and the
Indemnitee in the conduct of the defense of such action or (iii) the corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall be
at the expense of the corporation, except as otherwise expressly provided by
this Article. The corporation shall not be entitled, without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of the
corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above.
4. Advance of Expenses. Subject to the provisions of Section 5 below, in
the event that the corporation does not assume the defense pursuant to Section 3
of this Article of any action, suit, proceeding or investigation of which the
corporation receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be paid
by the corporation in advance of the final disposition of such matter, provided,
however, that the payment of such expenses incurred by an Indemnitee in advance
of the final disposition of such matter shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the corporation as authorized in this Article.
Such undertaking may be accepted without reference to the financial ability of
the Indemnitee to make such repayment.
5. Procedure for Indemnification. In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2 or 4 of this Article, the
Indemnitee shall submit to the corporation a written request, including in such
request documentation and information as is
2
reasonably available to the Indemnitee and is reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification or
advancement of expenses. Any such indemnification or advancement of expenses
shall be made promptly, and in any event within 60 days after receipt by the
corporation of the written request of the Indemnitee, unless the corporation
determines, by clear and convincing evidence, within such 60-day period that the
Indemnitee did not meet the applicable standard of conduct set forth in Section
1 or 2, as the case may be. Such determination shall be made in such instance by
(a) a majority vote of a quorum of the directors of the corporation, (b) a
majority vote of a quorum of the outstanding shares of stock of all classes
entitled to vote for directors, voting as a single class, which quorum shall
consist of stockholders who are not at that time parties to the action, suit or
proceeding in question, (e) independent legal counsel (who may be regular legal
counsel to the corporation), or (d) a court of competent jurisdiction.
6. Remedies. The right to indemnification or advances as granted by this
Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 5. Unless otherwise provided by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the corporation. Neither the failure of the corporation
to have made a determination prior to the commencement of such action that
indemnification is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct, nor an actual determination by the
corporation pursuant to Section 5 that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
The Indemnitee's expenses (including attorneys' fees) incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such proceeding shall also be indemnified by the corporation.
7. Subsequent Amendment. No amendment, termination or repeal of this
Article or of the relevant provisions of Chapter 156B of the Massachusetts
General Laws or any other applicable laws shall affect or diminish in any way
the rights of any Indemnitee to indemnification under the provisions hereof with
respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.
8. Other Rights. The indemnification and advancement of expenses provided
by this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), agreement or vote of stockholders or
directors or otherwise, both as to action in his official capacity and as to
action in any other capacity while holding office for the corporation, and shall
continue as to an Indemnitee who has ceased to be a director or officer, and
shall inure to the benefit of the estate, heirs, executors and administrators of
the Indemnitee. Nothing contained in this Article shall be deemed to prohibit,
and the corporation is specifically
3
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures different from those set forth in this
Article. In addition, the corporation may, to the extent authorized from time to
time by its Board of Directors, grant indemnification rights to other employees
or agents of the corporation or other persons serving the corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article.
9. Partial Indemnification. If an Indemnitee is entitled under any
provision of this Article to indemnification by the corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.
10. Insurance. The corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another organization or employee benefit plan against any
expense, liability or less incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under Chapter 156B
of the Massachusetts General Laws.
11. Merger or Consolidation. If the corporation is merged into or
consolidated with another corporation and the corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.
12. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.
13. Subsequent Legislation. If the Massachusetts General Laws are amended
after adoption of this Article to expand further the indemnification permitted
to Indemnitees, then the corporation shall indemnify such persons to the fullest
extent permitted by the Massachusetts General Laws, as so amended.
4
6C. OTHER PROVISIONS
1. The directors may make, amend, or repeal the by-laws in whole or in
part, except with respect to any provision of such by-laws which by law or these
Articles or the by-laws requires action by the stockholders.
2. Meetings of the stockholders of the corporation may be held anywhere in
the United States.
3. The corporation shall have the power to be a partner in any business
enterprise which this corporation would have the power to conduct by itself.
5
We further certify that the foregoing restated articles of organization
affect no amendments to the articles of reorganization of the corporation as
heretofore amended, except amendments to the following articles 2, 3, 4 and 6.
(*If there are no such amendments, state "None".)
Briefly describe amendments in space below:
Article 2: Amended to broaden and increase the powers of the corporation
consistent with applicable law.
Article 3: Amended to authorize 30,000 shares of Series A Cumulative Preferred
Stock, $0.01 par value per share; change the par value of the voting
Common Stock and Class 3 Common Stock from $100.00 par value per
share to $.01 par value per share; change the name of the class of
voting Common Stock to Class A Common Stock; and increase the
authorized number of shares of Class A Common Stock to 2,000,000
shares and Class B Common Stock to 2,000,000 shares.
Article 4: Amended to reflect the preferences, powers and privileges of the
Series A Cumulative Preferred Stock; to set forth the preferences,
powers and privileges of the Class A Common Stock and Class B Common
Stock; to provide for mandatory conversion of the Class B Common
Stock to Class A Common Stock upon the consummation of a sale of
stock of the corporation to the public pursuant to a registered
public offering under the Securities Act of 1933, as amended; and to
provide for the mandatory conversion of Class A Common Stock to
Class B Common Stock upon certain unauthorized transfers of Class A
Common Stock.
Article 6: Amended to (i) eliminate the liability of directors of the
corporation to the corporation or its stockholders, except to the
extent prohibited by Chapter 156B of the Massachusetts General Laws;
(ii) provide for the Indemnification by the corporation of each
person who was or is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding by
reason of the fact that he is, was, or has agreed to become, a
director or officer of the corporation or is or was serving, or has
agreed to serve, in certain capacities at the request of the
corporation; (iii) grant the directors authority to make, amend or
repeal the bylaws, except as otherwise provided by law or the
corporation's articles of organization or bylaws; (iv) permit
meetings of the stockholders to be held anywhere in the United
States; and (v) permit the corporation to be a partner in any
business enterprise which the corporation would have the power to
conduct by itself.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 2nd day of December in the year 1992.
/s/ Thomas A. Rodgers, III President
Thomas A. Rodgers, III
/s/ Lawrence R. Walsh Assistant Clerk
Lawrence R. Walsh
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles of
organization and, the filing fee in the amount of $4,130.00
having been paid, said articles are deemed to have been filed
with me this 22nd day of December, 1992.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO:
John H. Chory, Esq.
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Hale and Dorr
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60 State Street
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Boston, MA 02109
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Telephone (617) 526-6000, Ext. 6674
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