EXHIBIT 3.2
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
[ILLEGIBLE]
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Examiner
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT FEDERAL IDENTIFICATION
GENERAL LAWS, CHAPTER 156B, SECTION 72 NO. 04-2762050
We William M. Mullahy , President and
David L. Brown Assistant Clerk of
National Dentex Corporation
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(EXACT Name of Corporation)
located at 111 Speen Street, Framingham, MA 01701
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles
NUMBERED: ______________
3 and 4
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(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on October
8, 1993, by vote of:
974,272 shares of Common Stock out of 974,272 shares outstanding,
type, class & series, (if any)
2,855,623 shares of Class B Common Stock out of 2,855,623 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
outstanding and entitled to vote
INAPPLI- thereon: - (1)
CABLE being at least two-thirds of each type, class or series outstanding
and entitled to vote
CLAUSE thereon and of each type, class or series of stock whose rights are
adversely affected thereby:- (1)
See Insert A attached hereto and made a part hereof.
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NAME APPROVED
C []
P []
M []
R.A. []
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B, Section 71.
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 requiring each such addition is clearly indicated.
5
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P.C
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
TYPE NUMBER OF SHARES
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COMMON:
PREFERRED:
WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES PAR VALUE
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COMMON: 5,000,000 $.01
CLASS B 3,000,000 $.01
PREFERRED: 500,000 $.01
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS
TYPE NUMBER OF SHARES
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COMMON:
PREFERRED
WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES PAR VALUE
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COMMON: 8,000,000 $.01
PREFERRED: 500,000 $.01
INSERT A
VOTED: To amend the Restated Articles of Organization of the Corporation to
convert all authorized shares of Class B Common stock into an equal
number of authorized shares of Common Stock, and in connection
therewith to delete the description of the powers, privileges and
rights of said stock, and the qualifications, limitations or
restrictions in respect thereof, contained in said Restated Articles
of Organization.
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 23rd day of December in the year 1993.
/s/ William M. Mullahy President
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William M. Mullahy
/s/ David L. Brown Assistant clerk
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David L. Brown
513187
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
I hereby approve the within articles of amendment and, the filing fee in
the amount of $ 200 having been paid, said articles are deemed to have been
filed with me this 26th day of September 1995.
/s/ WILLIAM FRANCIS GALVIN
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WILLIAM FRANCIS GALVIN
[SEAL] Secretary of the Commonwealth
[A TRUE COPY ATTEST]
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE 3-16-05 CLERK A65
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
To: Donald H. Siegel, Esquire
posternak, Blankstein & Lund
100 Charles River Plaza
Boston, MA 02114
Telephone: (617) 973-6113