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Exhibit 3.1
THE COMMONWEALTH OF MASSACHUSETTS
FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY
NO. 04-2443539
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASS: 02108
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 155B, 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 checks payable to the
Commonwealth of Massachusetts.
__________
We. David J. Collins ,President and
Rickart A. Connole ,Assistant Clerk of
COMPUTER IDENTICS CORPORATION
(Name of Corporation)
located at 5 Shavmut Road, Canton, MA 02021
do hereby certify that the following restatement of the articles of
organization of the corporation was duly adopted on November 13, 1984, by
unanimous consent of the Directors.
1. The name by which the corporation shall be known is:
Computer Identics Corporation
2. The purposes for which the corporation is formed are as follows:
To engage generally in the business of buying, selling,
servicing, renting, leasing, manufacturing, pledging, mortgaging and
otherwise dealing in and with all kinds and manner of devices,
machines, processes, inventions, patents and personal property used in
connection with the identification and control of moving objects,
and to carry on any business permitted by the laws of the Commonwealth
of Massachusetts to a corporation organized under Chapter 156B.
NOTE: Provisions for which the space provided under articles 2, 4, 5, and 6
is not sufficient should be set out on continuation sheets to be
numbered 2A, 2B, etc. Indicate under each article where the provision
is set out. Continuation sheets shall be on 8 1/2 wide by 11" high paper
and must have a left-hand margin 1 inch wide for binding. Only one side
should be used.
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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
Common 7,000,000 $.10
Non-voting Common 600,000 $.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 pages 4A through 4B
*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:
The Directors may make, amend or repeal the By-Laws in
whole or in part, to the extent and in the manner therein provided,
except with respect to any provision thereof which by law or the By-Laws
requires action by the stockholders. Meetings of the stockholders of the
corporation may be held anywhere in the United States.
*If there are no such provisions, state "None".
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Continuation Pages for Article 4
--------------------------------
(a) Liquidation: In the event of any liquidation, dissolution, or winding
up of this Corporation, whether voluntary or involuntary, the holders of
Common Stock and Non-voting Common Stock shall be entitled to receive,
ratably, all of the assets of the Corporation.
A consolidating or merger of the Corporation with or into any other
corporation or corporations shall not be deemed to be a liquidation,
dissolution, or winding up, within the meaning of this clause.
(b) Automatic Conversion of Non-voting Common Shares: Upon the sale,
transfer or other disposition by the First National Bank of Boston
("FNBB") or its nominee of any shares of Non-Voting Common Stock held by
it to any transferee (other than an affiliate of FNBB), such shares
shall, by virtue of such sale, transfer or other disposition and without
any further action on any party's part, be automatically converted into
an equal number of shares of Common Stock. Any such transferee shall be
entitled, upon presentation to the Corporation of a certificate or
certificates (duly endorsed or accompanied by stock powers duly endorsed
by FNBB or its nominee) representing the shares of Non-Voting Common
Stock so transferred, to receive a certificate or certificates
representing an equal amount of Common Stock. Registration on the
Corporation's books and records of such shares of Common Stock in the
name of the transferee prior to the record date fixed for a
stockholders' vote shall be a pre-condition of such transferee's
exercising the voting rights of such shares.
(c) Preemptive Rights: Except for the conversion of the Non-Voting Common
Stock into Common Stock as above provided, and except as set forth in
subsection (e), no holder of any class of stock of the Corporation shall
be entitled as of right to subscribe for, purchase, or receive any part
of any new or additional shares of any class, whether now or hereafter
authorized, or of bonds, debentures, or other evidences of indebtedness
convertible into or exchangeable for shares, but all such new or
additional shares of any class, or bonds, debentures, or other evidences
of indebtedness convertible into or exchangeable for shares, may be
issued and disposed of by the Board of Directors on such terms and for
such consideration, so far as may be permitted by law, and to such
person or persons as the Board of Directors in their absolute discretion
may deem advisable.
(d) Issuance: The Board of Directors is authorized and empowered to cause
the issuance at any time or from time to time for cash or any other
lawful consideration, and on such terms, conditions or prices consistent
with the provisions of law, the Articles of
-4A-
4
Organization and the By-Laws of the Corporation as from time to time
amended, any of the shares of the Corporation's Non-Voting Common Stock,
par value $.01 per share, and shares of Common Stock, par value $.10 per
share, provided, however, that no shares of Non-Voting Common Stock
shall be issued by the Corporation from authorized shares of Non-Voting
Common Stock which become available for issuance by virtue of the
conversion of such shares into Common Stock.
(e) Miscellaneous: In addition to the rights and privileges set forth above
pertaining to the Common Stock, the holders of the Common Stock shall
have all the rights and privileges normally accorded to holders of
common stock in corporations organized pursuant to Chapter 156B of the
General Laws of the Commonwealth of Massachusetts except that a vote of
a majority of each class of stockholders outstanding and entitled to
vote shall be necessary to approve any merger, consolidation or sale of
substantially all the assets of the Corporation. The holders of shares
of Non-Voting Common Stock shall have all of the rights and privileges
accorded to holders of Common Stock, including without limiting the
generality of the foregoing, the right to share pro-rata with holders of
Common stock in any stock-split or stock or cash dividend and any
distributions of stock, cash or property or any recapitalization or
reclassification with respect to Common Stock, except that shares of
Non-Voting Common stock shall be (including any shares of Non-Voting
Common Stock issued by way of stock dividend or stock split) non-voting
in all respects except as expressly provided herein or under the
Massachusetts Business Corporation Law. So long as any Non-Voting Common
Stock is outstanding, in the event the Corporation desires to sell
shares of Common Stock at a price per share less than $1.50 (except (a)
upon conversion of Non-Voting Common Stock, or (b) in connection with
the grant of stock options to, or the exercise of stock options by,
officers and employees of the Corporation for the purchase of not more
than 150,000 shares of Common Stock), the Corporation shall give FNBB
prior written notice setting forth the number of Common Shares intended
to be sold and the price per share at which such shares are intended to
be sold, and FNBB shall have the right, upon written notice to the
Corporation not more than 20 days thereafter, to buy all or any part of
the Common Stock intended to be sold at the intended price. If FNBB does
not elect to purchase any shares of Common Stock, or if it elects to
purchase only a part of such shares intended for sale, the Corporation
may thereafter sell all such shares, or the remaining balance, as the
case may be, as the Corporation may see fit but not for a price per
share less than that specified in its written notice to FNBB as the
intended sale price.
-4B-
5
"We further certify that the foregoing restated article of organization
effect no amendment to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles:
None.
(If there are no such amendments, state "None".)
Briefly describe amendments in space below:
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 13th day of November in the year 1984.
/s/ Donald J. Collins President
________________________________
/s/ Rickart A. Connole Assistant Clerk
________________________________
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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 $150.00 having been paid, said articles are deemed
to have been filed with me this 21st day of December, 1984.
/s/ MICHAEL JOSEPH CONNOLLY
-------------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO:
Lawrence J. Davidson Jr., Esquire
..........................................................
Sherburne, Powers & Needham
..........................................................
One Beacon Street, Boston, MA 02108
..........................................................
Telephone (617) 523-2700
................................................
Copy Mailed DEC 28 1984
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Form CD-72-30M-4/86-808851
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
JM FEDERAL IDENTIFICATION
- ------ MICHAEL JOSEPH CONNOLLY, Secretary
Examiner
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2443539
-------------------
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the amendment. The fee for filing this certificate
is prescribed by General Laws, Chapter 156B, Section 114. Make check
payable to the Commonwealth of Massachusetts.
---------------
We, Frank J. Wezniak , President/xxxxx and
James Pollock , Clerk/xxxxxxxxx of
Computer Identics Corporation
------------------------------------------------------------------------
(Name of Corporation)
located at 5 Shawmut Road, Canton, MA 02021
--------------------------------------------------------------------
- -----------
Name do hereby certify that the following amendments to the articles of
Approved organization of the corporation were duly adopted at a meeting
held on May 28, 1987, by vote of
#1 3,836,646 shares of Common Stock out of 5,298,731 shares
--------- -------------- ---------
outstanding,
(Class of Stock)
#2 3,744,873 shares of Common Stock out of 5,298,731 shares
--------- -------------- ---------
outstanding and,
(Class of Stock)
shares of out of shares outstanding
--------- ------------- ---------
(Class of Stock)
Amendment #1 being at least a majority of each class outstanding
and entitled to vote thereon:-*
Cross Out Amendment #2, being two-thirds of each class
outstanding and entitled to vote thereon and
Inapplicable of each class or series of stock whose rights
are adversely affected
Clause thereby:-**
C / /
P / /
M / /
* For amendments adopted pursuant to Chapter 156B, Section 70
** 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
4 inch for binding. Additions to more than one Amendment may be
- ----- continued on a single sheet so long as each Amendment requiring
P.C. each such addition is clearly indicated.
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Amendment #1
TO CHANGE the number of shares and the par value, if any, of each class of
stock within the corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- ----------------- ---------------- ---------------- -----
COMMON 7,000,000 .10
Non-Voting Common) 600,000 .01
PREFERRED)
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- ----------------- ---------------- ---------------- -----
COMMON 14,000,000 .10
Non-Voting Common) 600,000 .01
PREFERRED)
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Amendment #2
------------
There shall be added to Article 6, the following:
No director shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability, provided,
however, that, to the extent provided by applicable law, this provision shall
not eliminate the liability of a director (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 61 or 62 or successor provisions of the
Massachusetts Business Corporation Law or (iv) for any transaction from which
the director derived an improper personal benefit. This provision shall not
eliminate the liability of a director for any act or omission occurring prior
to the date upon which this provision becomes effective. No amendment to or
repeal of this provision shall apply to or have any effect on the liability or
alleged liability of any director for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names this 28th day of May, in the year 1987.
/s/ Frank J. Wezniak President
...........................................
/s/ James Pollock Clerk
...........................................
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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 $3,575.00 having been paid, said articles are deemed to have been
filed with me this 1st day of June, 1987.
/s/ Michael J. Connolly
________________________
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: James Pollock
Sherburne, Powers & Needham
One Beacon Street
Boston, MA 02108
Telephone 523-2700
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FEDERAL IDENTIFICATION
NO. 04-2443539
------------------
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Richard C. Close , *President,
--------------------------------------------
and Steven R. London , *Clerk,
-----------------------------------------------------------------
of Computer Identics Corporation ,
--------------------------------------------------------------------------
(Exact name of corporation)
located at: 5 Shawmut Road, Canton, MA 02021 ,
-----------------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
3
- -----------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5, and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on May 14,
------
1996, by vote of:
--
8,791,770 shares of Voting Common of 10,866,793 shares
- --------- ------------------------------ ----------
(type, class & series, if any)
outstanding,
shares of of shares
- --------- ------------------------------ ----------
(type, class & series, if any)
outstanding, and
shares of of shares
- --------- ------------------------------ ----------
(type, class & series, if any)
outstanding.
**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause.
(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 article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more
than one article may be made on a single sheet so long as each article
requiring each addition is clearly indicated.
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To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------- -----------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---- ---------------- ---------
Common: Common: 14,000,000 $.10
(Non-voting Common) 600,000 $.01
Preferred: Preferred:
Change the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------- -----------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---- ---------------- ---------
Common: Common: 25,000,000 $.10
(Non-voting Common) 600,000 $.01
Preferred: Preferred:
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The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B. Section 6
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: __________________________
SIGNED UNDER THE PENALTIES OF PERJURY, this 12th day of June, 1996.
---- ---- ----
/s/ Richard C. Close * President
________________________________________________
/s/ Steven R. London * Clerk
________________________________________________
* Delete the inapplicable words.
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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 $11,000 having been paid, said article is deemed to have been filed
-------
with me this 12th day of June, 1996.
---- ---- --
Effective date: ______________________________
/s/ William Francis Galvin
__________________________
WILLIAM FRANCES GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Steven R. London, Esq.
Brown, Rudnick, Freed & Gesner
One Financial Center
Boston, MA 02111
Tel: (617)856-8200