THE COMMONWEALTH OF MASSACHUSETTS
D WILLIAM FRANCIS GALVIN
PC Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
FORM MUST BE TYPED ARTICLES OF AMENDMENT FORM MUST BE TYPED
(GENERAL LAWS CHAPTER 156D, SECTION 10.06; 950 CMR 113.34)
(1) Exact name of corporation: LSB Corporation
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(2) Registered office address: 30 Massachusetts Avenue, North Andover, MA 01845
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(number, street, city or town, state, zip code)
(3) These articles of amendment affect article(s): IV
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(specify the number(s) of article(s) being amended (I-VI))
(4) Date adopted: November 17, 2005
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(month, day, year)
(5) Approved by:
(check appropriate box)
/ / the incorporators.
/x/ the board of directors without shareholder approval and shareholder
approval was not required.
/ / the board of directors and the shareholders in the manner required by
law and the articles of organization.
(6) State the article number and the text of the amendment. Unless contained in
the text of the amendment, state the provisions for implementing the
exchange, reclassification or cancellation of issued shares.
See Addendum A attached hereto.
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P.C.
RECEIVED
DEC 30, 2005
SECRETARY OF THE COMMONWEALTH
CORPORATIONS DIVISION
(7) The amendment shall be effective at the time and on the date approved by
the Division, unless a later effective date not more than 90 days from the
date and time of filing is specified: ______________________________________
* G.L. Chapter 156D eliminates the concept of par value, however a corporation
may specify par value in Article III. See G.L., Chapter 156D, Section 6.21,
and the comments relative thereto.
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ATTACHMENT SHEET
[ADDENDUM A]
Pursuant to the authority vested in the Board of Directors (the
"Board") of LSB Corporation (the "Corporation") and in accordance with the
provisions of the Articles of Organization, the Board hereby establishes a
series of preferred stock of the Corporation and hereby states the designation
and amount thereof, and fixes the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" ("Series A
Preferred Stock") and the number of shares constituting such series shall be
200,000.
Section 2. Dividends and Distributions.
(a) Subject to the prior and superior rights of the holders of any
shares of any series of preferred stock ranking prior and superior to the shares
of Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board out of funds legally available for the purpose, quarterly dividends
payable in cash on the first day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock, par
value $.10 per share, of the Corporation (the "Common Stock") or a subdivision
of the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly Dividend
Payment Date or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A
Preferred Stock. In the event the Corporation shall at any time after December
19, 1996 (the "Rights Dividend Declaration Date") (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock or (iii) combine the outstanding Common Stock into a smaller number
of shares, then in each such case the amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
(b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in Paragraph (a) above immediately after it
declares any dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent
[ADDENDUM A, Page 2]
Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the most recent Quarterly Dividend
Payment Date preceding the date of issue of such shares of Series A Preferred
Stock, unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events, such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares of Series A Preferred Stock shall be
allocated pro rata on a share-by-share basis among all such shares of Series A
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:
(a) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event that the Corporation shall at any time after the Rights Dividend
Declaration Date (i) declare any dividend on the Common Stock payable in shares
of Common Stock, (ii) subdivide the Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case, the number of votes per share to which holders of the Series A Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event.
(b) Except as otherwise provided herein or by law, the holders of
shares of Series A Preferred Stock and the holders of Common Stock shall vote
together as once class on all matters submitted to a vote of stockholders of the
Corporation.
Section 4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions on
shares of Series A Preferred Stock outstanding, whether or not declared, shall
have been paid in full, the Corporation shall not:
[ADDENDUM A, Page 3]
(i) declare or pay dividends on, make any other distributions on
or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of any stock
of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock or any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board) to all
holders of such shares upon such terms a the Board, after consideration of
the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective
series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under Paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of the Series A Preferred
Stock redeemed, exchanged, purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such share shall upon their cancellation become
authorized but unissued shares of Series A Preferred Stock and may be reissued
as part of a new series of Series A Preferred Stock to be created by resolution
or resolutions of the Board, subject to the conditions and restrictions on
issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up.
(a) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred
[ADDENDUM A, Page 4]
Stock unless, prior thereto, the holders of shares of Series A Preferred Stock
shall have received $100.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Liquidation Preference"). Following the payment of the
full amount of the Liquidation Preference, no additional distributions shall be
made to the holders of shares of Series A Preferred Stock unless, prior thereto,
the holders of shares of Common Stock shall have received an amount per share
(the "Common Adjustment") equal to the quotient obtained by dividing (i) the
Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in
Paragraph (c) below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the
Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Preferred Stock and Common Stock, respectively, holders of
shares of Series A Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such
Series A Preferred Stock and Common Stock, on a per share basis, respectively.
(b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Liquidation Preference and the
liquidation preferences of all other series of stock, if any, which rank on a
parity (as to rights, privileges and preferences) with the Series A Preferred
Stock, then such remaining assets shall be distributed ratably to the holders of
Series A Preferred Stock and such parity shares in proportion to their
respective liquidation preferences. In the event, however, that there are not
sufficient assets available to permit payment in full of the Common Adjustment
after payment in full of the Liquidation Preference and the liquidation
preferences of all other series of Series A Preferred Stock, if any, which rank
on a parity with the Series A Preferred Stock, then such remaining assets shall
be distributed ratably to the holders of Common Stock.
(c) In the event that the Corporation shall at any time after the
Rights Dividend Declaration Date (i) declare any dividend on the Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a faction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case, the shares of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to the Adjustment Number in effect immediately
prior to such transaction times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged.
[ADDENDUM A, Page 5]
Section 8. Redemption. The outstanding shares of Series A Preferred
Stock may be redeemed at the option of the Board as a whole, but not in part, at
any time, at a cash price per share equal to (i) the product of the Adjustment
Number and the Average Market Value (as such term is hereinafter defined) of the
Common Stock, plus (ii) all dividends which on the redemption date have accrued
on the shares to be redeemed and have not been paid or declared, and the Board
shall set apart a sum sufficient for the payment thereof, without interest. The
"Average Market Value" is the average per share closing sale prices of the
Common Stock during the 30 day period immediately preceding the date before the
redemption date on the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended, on which such stock is
listed, or, if such stock is not listed on any such exchange, the average of the
closing sale prices with respect to a share of Common Stock during the 30 day
period, as quoted on the Nasdaq National Market or any other quotation service
then in use or if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, or if on any such date no such quotations
are available, the fair market value of the Common Stock as determined by the
Board in good faith.
Section 9. Ranking. The Series A Preferred Stock shall rank on a
parity with all other series of the Corporation's preferred stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
Section 10. Amendment. The Articles of Organization of the
Corporation, shall not be further amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series A
Preferred Stock, voting separately as a class.
Section 11. Fractional Shares. The Board may, at its discretion, but
shall not be required to, issue Series A Preferred Stock in fractions of a share
which shall entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Preferred Stock.
Signed by: /s/ Paul A. Miller
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(signature of authorized individual)
[ ] Chairman of the board of directors,
[X] President,
[ ] Other officer,
[ ] Court-appointed fiduciary,
on this 30th day of December , 2005
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COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston,
Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS CHAPTER 156D,
SECTION 10.06; 950 CMR 113.34)
I hereby certify that upon examination of these articles of
amendment, it appears that the provisions of the General
Laws relative thereto have been complied with, and the
filing fee in the amount of $______ having been paid, said
articles are deemed to have been filed with me this
______day of _____________, 20_______, at _________a.m./p.m.
time
Effective date:_____________________________________________
(must be within 90 days of date submitted)
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
Filing fee: Minimum filing fee $100 per article amended,
stock increases $100 per 100,000 shares, plus $100 for each
additional 100,000 shares or any fraction thereof.
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Examiner TO BE FILLED IN BY CORPORATION
Contact Information:
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Name approval Kevin J. Handly, Esq.
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C Gallagher, Callahan & Gartrell, P.C.
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M 112 South Street
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Boston, MA 02111
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Telephone: 617-426-5349
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Email: handly@gcglaw.com
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Upon filing, a copy of this filing will be available at
www.sec.state.ma.us/cor. If the document is rejected, a copy
of the rejection sheet and rejected document will be
available in the rejected queue.