Exhibit 3.3
ARTICLES OF INCORPORATION
OF
OMNIMOUNT SYSTEMS, INC.
The undersigned, for the purpose of forming a corporation under the laws
of the State of Arizona, hereby adopt the following Articles of Incorporation:
ARTICLE I
Name of the Corporation
The name of the corporation shall be "OMNIMOUNT SYSTEMS, INC."
ARTICLE II
Corporate Purpose
The purpose for which this corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
laws of the State of Arizona, as they may be amended from time to time, and
specifically, but not in limitation thereof, the purpose of manufacture and
sales of acoustical and other mounting equipment.
ARTICLE III
Initial Business
The initial business of the corporation will be to manufacture and sell
acoustical and other mounting equipment.
ARTICLE IV
Initial Place of Business
The initial place of business of the corporation shall be 1501 West 17th
Street, Tempe, Arizona, 85281, and such other locations as the directors may
from time to time determine.
ARTICLE V
Capital Stock
The authorized capital stock of the corporation shall be 500,000 shares of
common stock having no par value.
ARTICLE VI
Board of Directors
The initial Board of Directors shall consist of two members. The number of
persons to serve thereafter on the Board of Directors shall be fixed by the
By-Laws. The name and address of the persons who are to serve as the directors
until the first annual meeting of shareholders or until their successors are
elected and qualify are:
Alexander Cyrell
1501 West 17th Street
Tempe, Arizona 85281
Garrett E. Weyand
1501 West 17th Street
Tempe, Arizona 85281
ARTICLE VII
Indemnification
Subject to the further provisions hereof, the corporation shall indemnify
any and all of its existing and former directors, officers, employees and
agents, and their personal representatives and heirs, against all expenses
incurred by them and each of them, including but not limited to legal fees,
judgments, penalties, and amounts paid in settlement or compromise, that may
arise or be incurred, rendered, or levied in any legal action brought or
threatened against any of them for or on account of any action or omission
alleged to have been committed while acting within the scope of service as a
director, officer, employee, or agent of the corporation, whether or not any
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action is or has been filed against them and whether or not the legal action
brought or threatened is by or in the right of the corporation or by any other
person. Provided, however, that the indemnification shall not be mandatory
unless the Board of Directors determines that the person did not act, fail to
act, or refuse to act with gross negligence or with fraudulent or critical
intent in regard to the matter involved in the action or contemplated action;
provided, further, that the corporation shall have the right to refuse
indemnification in any instance in which the person to whom indemnification
would otherwise been applicable shall have unreasonably refused to permit the
corporation, at it own expense and through counsel of its choosing, to defend
him or her in the action. The right of indemnification provided in these
Articles shall not be exclusive of any other right that the directors and
officers of the corporation, and the other persons mentioned above, may have or
hereafter acquire. A member of any committee appointed by the Board of Directors
shall have the same right of indemnification as a director, officer, employee,
or agent, as specified herein, with respect to the alleged acts or omissions by
him as a member of the committee.
ARTICLE VIII
Incorporation
The names and addresses of the incorporation of the corporation are:
Garret E. Weyand
1501 West 17th Street
Tempe, Arizona 85281
Alexander Cyrell
1501 West 17th Street
Tempe, Arizona 85281
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All powers, duties, and responsibilities of the incorporators shall cease
when these Articles of Incorporation are accepted for filing by the Arizona
Corporation Commission.
ARTICLE IX
Statutory Agent
The name and addresses of the initial statutory agent of the corporation
are THOMAS W. DIETRICH, P.C., 3636 North Central, Suite 1180, Phoenix, Arizona
85012.
Dated: December 21, 1993.
/s/ Garrett E. Weyand
---------------------------
Garrett E. Weyand
/s/ Alexander Cyrell
---------------------------
Alexander Cyrell
"Incorporators"
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CONSENT OF STATUTORY AGENT
THOMAS W. DIETRICH, P.C., an Arizona professional corporation, having been
designated to act as Statutory Agent, hereby consents to act in that capacity
until its removal or resignation is submitted in accordance with the Arizona
Revised Statutes.
THOMAS W. DIETRICH, P.C., an Arizona
Professional corporation
By: /s/ Thomas W. Dietrich
-----------------------------
THOMAS W. DIETRICH, President
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[OMNIMOUNT SYSTEMS LETTERHEAD]
OMNIMOUNT SYSTEMS
1501 WEST 17TH STREET, TEMPE, ARIZONA 85281-6225
POST OFFICE BOX 60695, PHOENIX, ARIZONA 85082-0895
TEL: (602) 829-8000 FAX: (602) 756-9000
CONSENT TO USE OF NAME
Omnimount Systems, a California corporation, authorized to do business in
the State of Arizona, in anticipation of forming a wholly owned subsidiary,
Omnimount Systems, Inc., an Arizona corporation, which will be the successor
corporation after the merger of the California corporation into the newly formed
Arizona subsidiary, hereby consents, for all purposes, to Omnimount Systems,
Inc., an Arizona corporation's use of the name Omnimount Systems.
Omnimount Systems, a California corporation
doing business in the State of Arizona
By: /s/ Garrett E. Weyand
-------------------------
Its CEO
ARTICLES AND PLAN OF MERGER
OF
OMNIMOUNT SYSTEMS INC.
A CALIFORNIA CORPORATION
INTO
OMNIMOUNT SYSTEMS, INC.
AN ARIZONA CORPORATION
THESE ARTICLES AND PLAN OF MERGER, effective as of December 31, 1993, are
between Omnimount Systems, Inc., an Arizona corporation ("AZOMNI") and Omnimount
Systems, a California corporation ("CALOMNI").
W I T N E S S E T H
WHEREAS, AZOMNI is an Arizona corporation authorized to issue 500,000 no
par value shares of which there are 285,905 shares outstanding as of the date
hereof; and
WHEREAS, CALOMNI is a California corporation authorized to issue 500,000
no par value shares of which there are 285,905 shares outstanding as of the date
hereof.
NOW THEREFORE, the undersigned corporations, in accordance with Arizona
Revised Statutes Sections 10-071 et seq, hereby adopt the following Articles and
Plan of Merger:
Article 1. The parties agree to effect this merger, and intend that it
qualify as a tax-free reorganization pursuant to Section 368(a)(1)(A) and (F) of
the International Revenue Code of 1986, as amended.
Article 2. The parties to these Articles and Plan of Merger are Omnimount
Systems, a California corporation and Omnimount Systems, Inc., an Arizona
corporation.
Article 3. The corporation to survive the merger is AZOMNI, which shall be
governed by the laws of the State of Arizona and continue under the following
name: Omnimount Systems, Inc.
Article 4. The articles of the surviving corporation shall not be amended
as part of the merger.
Article 5. Before the effective date of the merger, the total number of
shares of stock of all classes that the parties hereto have authority to issue
is as follows:
Number of
Corporation Class of Stock Shares Authorized
- ----------- -------------- -----------------
CALOMNI Common (no par value) 500,000
AZOMNI Common (no par value) 500,000
Neither CALOMNI no AZOMNI shall issue any new stock of any class before the
effective date of the merger.
Article 6. The manner and basis of exchanging and converting the issued
stock of CALOMNI is as follows:
Each share of the issued and outstanding common stock of CALOMNI shall be
exchanged for 1 share of AZOMNI common stock. After the effective date of
the merger, each holder of an outstanding certificate evidencing common
shares of CALOMNI shall surrender the same, duly endorsed as AZOMNI may
require, to AZOMNI or its agent for cancellation. Thereupon, the holder
shall receive in exchange therefore a certificate or certificates
representing the number of common shares of AZOMNI to which the holder
shall be entitled. Shares of AZOMNI common stock outstanding at the date
of this merger shall not be exchanged, but shall remain outstanding.
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Article 7. The principal offices of AZOMNI are located at 1501 West 17th
Street, Tempe, Arizona 85281. The principal offices of CALOMNI are located at
1613 Chelsea Road, Suite 325, San Marino, California 91108. Neither party to the
merger owns property the title to which could be affected by the recording of an
instrument among the land records.
Article 8. These Articles and Plan of Merger were duly adopted and
approved by the Board of Directors of both AZOMNI and CALOMNI in the manner
required by the laws of the States of Arizona and California. Furthermore, these
Articles and Plan of Merger were duly adopted and approved by the shareholders
of both AZOMNI and CALOMNI at duly called meetings of the shareholders in the
manner and by the vote required by the laws of the States of Arizona and
California.
As to each of the corporations, the total number of shares voted for and
against the Articles and Plan of Merger, respectively, is as follows:
Number of Shares
----------------
Corporation Total Voted For Total Voted Against Total Not Voting
----------- --------------- ------------------- ----------------
AZOMNI 185,905 none none
CALOMNI 231,243 none 54,662
Article 9. The Plan of Merger is as follows:
9.1 The Articles of Incorporation of AZOMNI, as in effect on the
effective date of the merger, shall continue in full force and effect as the
Articles of Incorporation of AZOMNI.
9.2 AZOMNI reserves the right and power, after the effective date of
the merger, to alter, amend, change or repeal any of the provisions contained in
its Articles of Incorporation in the manner now or hereafter prescribed by
statute, and all rights conferred on officers, directors, or stockholders herein
are subject to this reservation.
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9.3 The Bylaws of AZOMNI, as they exist on the effective date of the
merger, shall remain and be the Bylaws of AZOMNI until altered, amended, or
repealed, or until new Bylaws shall be adopted in accordance with the provisions
thereof, the Articles of Incorporation, or in the manner permitted by the
applicable provisions of law.
9.4 The directors of AZOMNI as of the effective date of the merger
shall continue in office until their resignation or removal or the next annual
meeting of the stockholders of AZOMNI. The number of directors of AZOMNI shall
continue to be 5 and shall be the following persons:
Alexander Cyrell
Garret E. Weyand
Ronald E. Gordon
Jay T. Last
Arnold Palmer
The following officers of AZOMNI immediately prior to the effective date of the
merger shall continue in office after the effective date of the merger until
their resignation or removal or the next annual meeting of the Board of
Directors of AZOMNI:
Garret E. Weyand - Chairman & Chief Executive Officer
Alexander Cyrell - President
G. E. Weyand - Secretary
9.5 Each share of issued and outstanding common stock of CALOMNI
shall be exchanged by AZOMNI for 1 share of AZOMNI common stock. After the
effective date of the merger, each holder of an outstanding certificate
evidencing common shares of CALOMNI shall surrender the same, duly endorsed as
AZOMNI may require, to AZOMNI or its agent for
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cancellation. Thereupon, the holder shall receive in exchange therefore a
certificate or certificates representing the number of common shares of AZOMNI
to which the holder shall be entitled. The shares of AZOMNI common stock
outstanding at the date of this merger shall not be exchanged, but shall remain
outstanding. Any outstanding stock options of CALOMNI shall be binding upon
AZOMNI for shares of AZOMNI.
9.6 On the effective date of the merger, the separate existence of
CALOMNI shall cease (except to the extent continued by statute), and all of its
property, rights, privileges, and franchises, of whatsoever nature and
description, shall be transferred to, vest in, and devolve upon AZOMNI, without
further act of deed. Confirmatory deeds, assignments or other like instruments,
when deemed desirable by AZOMNI to evidence such transfer, vesting, or
devolution of any property, right, privilege, or franchise, shall at any time,
or from time to time, be made and delivered in the name of AZOMNI by the last
acting officers thereof, or by the corresponding officers of the surviving
corporation. The corporate identity, existence, name, purposes, franchises,
powers, rights, and immunities of AZOMNI shall continue unaffected and
unimpaired by the merger. The corporate identity, existence, purposes,
franchises, powers, rights, and immunities of CALOMNI shall be merged into
AZOMNI, which shall be fully vested therewith. AZOMNI shall be subject to all of
the debts and liabilities of CALOMNI as if AZOMNI had itself incurred them and
all rights of creditors and all liens upon the property of AZOMNI and CALOMNI
shall be preserved unimpaired, provided that such liens, if any, upon the
property of CALOMNI shall be limited to the property affected thereby
immediately before the effective date of the merger.
9.7 Each corporation shall take or cause to be taken all actions, or
do or cause to be done all things as are necessary, proper, or advisable under
the laws of the State of Arizona to
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make effective the merger herein provided, subject, however, to receipt of any
required approval by outstanding shares of either in accordance with applicable
law and subject also to compliance with all other applicable laws. The effective
date of the merger shall be the date when these Articles and Plan of Merger are
filed with and accepted by the Arizona Corporation Commission or December 31,
1993, whichever is later.
Omnimount Systems,
A California corporation
By: /s/ Garret E. Weyand
----------------------
Garret E. Weyand, CEO
Attest:
/s/ Alexander Cyrell
- ---------------------------
Alexander Cyrell, President
/s/ Garret E. Weyand
- ---------------------------
Garret E. Weyand, Secretary
"CALOMNI"
Omnimount Systems,
A California corporation
By: /s/ Garret E. Weyand
----------------------
Garret E. Weyand, CEO
Attest:
/s/ Alexander Cyrell
- ---------------------------
Alexander Cyrell, President
/s/ Garret E. Weyand
- ---------------------------
Garret E. Weyand, Secretary
"AZOMNI"
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STATEMENT OF CHANGE KNOWN PLACE OF BUSINESS
OR STATUTORY AGENT, OR BOTH
OF
OMNIMOUNT SYSTEMS, INC.
Pursuant to the provisions of Section 10-013 or Section 10-114 of the
Arizona Business Corporation Act, the undersigned corporation, organized under
the laws of Arizona, submits the following statement for the purpose of changing
its known place of business or its statutory agent, or both, in the State of
Arizona:
FIRST: The name of the corporation is: OMNIMOUNT SYSTEMS, INC.
SECOND: The address of its present known place of business (as shown with
the Arizona Corporation Commission, at this time):
1st Corporate address: 1501 W. 17th Street, Tempe, AZ 85281
2nd Corporation address (only applies to foreign corporations):
n/a
THIRD: The address to which its known place of business is to be changed
is:
1st Corporate address (mailing address should be):
1501 W. 17th Street, Tempe, AZ 85281
2nd Corporation address (only applies to foreign corporations):
n/a
FOURTH: The name and address of its present statutory agent is:
Thomas W. Dietrich, P.C.
3636 N. Central Ave. #1108, Phoenix, AZ 85012
FIFTH: The name and address of its successor statutory agent or the new
address is:
C T CORPORATION SYSTEM, 3225 North Central Avenue, Phoenix,
Maricopa County, Arizona 85012
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SIXTH: Such change was duly authorized by the corporation.
Dated April 11, 1994
OMNIMOUNT SYSTEMS, INC.
--------------------------------------
by /s/ Garret E. Weyand
--------------------------------------
Its Vice President Garret E. Weyand
C T CORPORATION SYSTEM, having been designed to act as statutory agent, hereby
consents to act in that capacity until it is removed, or submits its
resignation, in accordance with the Arizona Revised Statutes.
CT CORPORATION SYSTEM
By: /s/ Cindy L. Parrinello
--------------------------------------
Cindy L. Parrinello
--------------------------------------
Special Assistant Secretary
--------------------------------------
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ARIZONA CORPORATION COMMISSION
CORPORATIONS DIVISION
1300 West Washington Street 400 West Congress Street
Phoenix, Arizona 85007-2929 Tucson, Arizona 85701-1347
(602) 542-3285 (520) 628-6560
NOTICE OF PENDING ADMINISTRATIVE DISSOLUTION
Effective Date: 10/15/2001
To:
C T CORPORATION SYSTEM
3225 N CENTRAL AVE
PHOENIX, AZ 85012
Corporation Name: OMNIMOUNT SYSTEMS, INC.
File Number: - 0708859-7
The Arizona Corporation Commission has determined that the following grounds
exist under A.R.S. Sections 10-1420 & 10-11420 FOR DISSOLVING YOUR CORPORATION.
If your corporation does not correct each ground for dissolution or demonstrate
to the reasonable satisfaction of the commission that each ground determined by
the commission does not exist, then the commission shall administratively
dissolve your corporation after a period of not less than sixty days from the
effective date of this notice.
YOUR CORPORATION'S ANNUAL REPORT(S) IS PAST DUE.
PENALTY AMOUNTS MUST BE ATTACHED. PENALTIES ARE DICTATED BY LAW. (A.R.S. SECTION
10-1622.G) AND BEGIN TO ACCRUE THE DAY AFTER THE DUE DATE, AT A RATE OF $9.00
PER MONTH. ADDITIONALLY, THE CORPORATION IS IN DANGER OF BEING DISSOLVED UNLESS
THE PROPER REPORT AND PENALTIES ARE SUBMITTED WITHIN CORRECTION PERIOD. IF YOU
HAVE MAILED YOUR ANNUAL REPORT WITHIN THE LAST 30 DAYS PLEASE CONTACT OUR ANNUAL
REPORTS SECTION TO VERIFY YOUR REPORT HAS BEEN RECEIVED.
Arizona Corporation Commission
Annual Reports Section
(602) 542-3285
Questions can be directed to:
Phoenix (602) 542-3285 or Toll Free 1-(800) 345-5819 or Tucson (520) 628-6560.
Please ask to speak with an examiner in the Annual Reports Section
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Articles of Amendment
Of
OmniMount Systems, Inc.
-0708859-7
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ARTICLES OF AMENDMENT
OF
OmniMount Systems, Inc.
[Name of Corporation]
1. The name of the corporation is OmniMount Systems, Inc.
2. Attached hereto as Exhibit A is the text of each amendment adopted.
3. [ ] The amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
[X] Exhibit A contains provisions for implementing the exchange,
reclassification or cancellation of issued shares provided for
therein.
[ ] The amendment provides for exchange, reclassification or
cancellation of issued shares. Such actions will be implemented as
follows.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. The amendment was adopted the 23 day of May , 2002.
5. [ ] The amendment was adopted by the [ ] incorporation [ ] board of
directors without shareholder action and shareholder action was not
required.
[X] The amendment was approved by the shareholders. There is (one) 1
voting groups eligible to vote on the amendment. This designation of
voting groups entitled to vote separately on the amendment, the
number of votes in each, the number of votes represented at the
meeting at which the amendment was adopted and the votes case for
and against the amendment were as follows.
The voting group consisting of 285,905 outstanding shares of common
[class or series] stock is entitled to 285,905 votes. There were
260,828 votes present at the meeting. The voting group cast 260,828
votes for and 0 votes against approval of the amendment. The number
of votes cast for approval of the amendment was sufficient for
approval by the voting group.
The voting group consisting of _______________ outstanding shares of
_______________ [class or series] stock is entitled to
_______________ votes
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present at the meeting. The voting group case _______________ votes
for and _______________ votes against approval of the amendment. The
number of votes case for approval of the amendment was sufficient
for approval by the voting group.
DATED as of this 2 day of July, 2002.
OmniMount Systems, Inc.
----------------------------------
[name of corporation]
By /s/ Garret E. Wayand
----------------------------------
Garret E. Weyand, Chairman & CEO
[name] [title]
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OmniMount Systems, Inc.
8201 South 48th Street
Phoenix, AZ 85044
Tele: 480-829-8000
Fax: 480-756-9000
EXHIBIT A
Article V, Capital Stock, will be revised from:
"The authorized capital stock of the corporation shall be 500,000 shares
of common stock having no par value."
to
"The authorized capital stock of the corporation shall be 10,000,000
shares of common stock having no par value."
The shareholders will be notified to send by registered mail, return receipt
requested, to the attention of Garret E. Weyand, Chairman & CEO, OmniMount
Systems, Inc., at the following address:
Post Office Box 60695
Phoenix, AZ 85082-0695
The notice will stated that their existing shares certificate will be cancelled
and a new certificate will be issued to them reflecting the proportional
increase in the number of their shares. Their ownership percentage in OmniMount
Systems, Inc., will not be altered by this change.
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OMNIMOUNT OmniMount Systems, Inc Voice: 480-829-8000
S y s t e m s The P____ at South Mountain Fax: 480-756-9000
8201 South 48th Street
Phoenix, Arizona 85044-5302
July 19, 2002
Guadalupe Ortiz
Arizona Corporation Commission
VIA FACSIMILE: 602-542-4100
Dear Guadalupe:
Please note that there is one (1) voting group to be reflected under article 5
in our recently submitted Articles of Amendment.
Please correct this article to state this information.
Sincerely,
Kathleen Lunt
For Garret Weyand
OmniMount Systems, Inc.
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ARTICLES OF AMENDMENT
OF
OMNIMOUNT SYSTEMS, INC.
Pursuant to Arizona Revised Statutes Section 10-1006 of the Arizona
Business Corporation Act, the undersigned adopts the following Articles of
Amendment for such corporation:
The name of the corporation is "OmniMount Systems, Inc."
The Articles of Incorporation are amended as follows:
Article V of the Articles of Incorporation is amended by restating
Article V as follows:
The authorized capital stock of the corporation shall be
11,000,000 shares of common stock having no par value and
1,000,000 shares of Series A Preferred Stock with no par
value. Each share of preferred stock may be converted, at the
option of the holder thereof, into one share of common stock.
Each share of preferred stock, in preference to the common
stock, may be entitled to dividends, from funds or other
assets legally available therefor, at such rates, payable at
such times and cumulative to such extent as may be fixed by
the Board of Directors pursuant to the authority herein
conferred upon it. In the event of dissolution or liquidation
of the Corporation, voluntary or involuntary, the holders of
the preferred stock, in preference to the common stock, may be
entitled to receive One Dollar ($1.00) in cash for each share
of preferred stock, together with an amount in cash equal to
accrued and unpaid dividends on the stock, the date of the
payment, or such amount or amounts as may be fixed by the
Board of Directors, pursuant to the
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authority herein conferred upon it. Each issued and
outstanding share of preferred stock will entitle the holder
thereof one vote per share as if such share of preferred stock
was a share of common stock.
The amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
The amendment was adopted the 7th day of March, 2004.
The amendment was approved by the shareholders of the corporation. There
was one voting group eligible to vote on the amendment. The number
of outstanding shares of common stock eligible to vote, the number
of votes represented at the meeting at which the amendment was
adopted and the votes cast for and against the amendment were as
follows:
There were 6,003,820 outstanding shares of common stock, of
which 6,003,820 were entitled to vote on the amendment. There
were 6,003,820 votes present through a unanimous written consent.
The voting group cast 6,003,820 votes for and 0 votes against
approval of the amendment. The number of votes cast in favor of
the amendment was sufficient for approval by the voting group.
[Signatures appear on the following page]
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment as of this 8th day of March, 2004.
OMNIMOUNT SYSTEMS, INC. and Arizona
corporation
By: /s/ Garret E. Weyand
------------------------
Garret E. Weyand
Its: Chairman & CEO