1
Exhibit 3.1
Examiner
___________
Name
Approved
C [ ]
P [ ]
M [X]
R.A. [ ]
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P.C.
FEDERAL IDENTIFICATION
No. 04-2348234
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THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
We, Jerald G. Fishman *President ,
----------------------------------------------------,
and Paul P. Brountas *Clerk ,
-----------------------------------------------------,
of Analog Devices, Inc.
--------------------------------------------------------------------------,
(Exact name of corporation)
located at One Technology Way, P.O. Box 9106, Norwood, MA 02062-9106
-------------------------------------------------------------------,
(Street address of corporation Massachusetts)
do hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on June 10 19 98 by a vote of the
directors ------------, -------
______ shares of ______________________________ of _________ shares outstanding,
(type, class & series, if any)
______ shares of ______________________________ of _____ shares outstanding, and
(type, class & series, if any)
______ shares of ______________________________ of _________ shares outstanding,
(type, class & series, if any)
**being at least a majority of each type, class or series outstanding and
entitled to vote thereon: / **being at least two-thirds of each type, class or
series outstanding and entitled to vote thereon and of each type, class or
series of stock whose rights are adversely affected thereby:
ARTICLE I
The name of the corporation is:
Analog Devices, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
See Attachment 2
*Delete the Inapplicable words. **Delete the inapplicable clause.
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, 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.
2
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue:
WITHOUT PAR VALUE WITH PAR VALUE
- ------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------------------------------------------------------
Common: Common: 600,000,000 $ .16 2/3
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Preferred: Preferred: *471,934 $1.00
- ------------------------------------------------------------------------------------------------
(Series A Junior
Participating Preferred 300,000 $1.00)
- ------------------------------------------------------------------------------------------------
*The number of Preferred Shares has been adjusted to reflect the cancellation of
28,066 shares of Preferred Stock that were issued and retired.
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
See Attachment 4
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
**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 provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
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ARTICLE VII
The effective date of the restated Articles of Organization of the corporation
shall be the date approved and filed by the Secretary of the Commonwealth. If a
later effective date is desired, specify such date which shall not be more than
thirty days after the date of filing.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
One Technology Way, Norwood, MA 02062-9106
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President:
Treasurer:
Clerk: See Attachment 8
Directors:
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of: October
d. The name and business address of the resident agent, if any, of the
corporation is:
**We further certify that the foregoing Restated Articles of Organization affect
no amendments to the Articles of Organization of the corporation as heretofore
amended, except amendments to the following articles. Briefly describe
amendments below:
SIGNED UNDER THE PENALTIES OF PERJURY, this 29 day of June , 1998
----- ------------- ----
/s/ Jerald G. Fishman *President
- ------------------------------------------------------,
/s/ Paul P. Brountas *Clerk
- ---------------------------------------------------------,
*Delete the inapplicable words. **If there are no amendments, state 'None'.
4
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 $200 having been paid, said articles are deemed to have
been filed with me this 1st day of July, 1998.
Effective Date: _______________________________________________
/s/ WILLIAM FRANCIS GALVIN
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Donna A. Pace
_______________________________________________
Corporate Paralegal
Hale and Dorr LLP
_______________________________________________
60 State Street
Boston, MA 02109
_______________________________________________
Telephone: (617) 526-5179
_____________________________________
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ATTACHMENT 4
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:
RIGHTS, PREFERENCES, LIMITATIONS AND RESTRICTIONS ON CAPITAL STOCK.
The following is a statement of the designations and the powers,
preferences and rights and the qualifications, limitations or restrictions
thereof, in respect of the authorized capital stock of the corporation.
A. ISSUANCE IN SERIES.
The Preferred Stock may be issued in one or more series at such time or
times and for such consideration or considerations as the Board of Directors may
determine. Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series and classes. Except as to the
relative rights and preferences referred to in paragraph B below, in respect of
any or all of which there may be variations between different series, all shares
of Preferred Stock shall be identical. Different series of Preferred Stock shall
not be construed to constitute different classes of shares for the purpose of
voting by classes.
B. I. AUTHORITY TO ESTABLISH VARIATIONS BETWEEN SERIES.
The Board of Directors is expressly authorized, subject to the limitations
prescribed by law and the provisions of these Articles of Organization, to
provide by adopting a vote or votes, a certificate of which shall be filed in
accordance with the Business Corporation Law of the Commonwealth of
Massachusetts, for the issue of the Preferred Stock in one or more series, each
with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof as
shall be stated in the vote or votes creating such series. The authority of the
Board of Directors with respect to each such series shall include without
limitation of the foregoing the right to determine and fix:
(1) The distinctive designation of such series and the number of shares to
constitute such series;
(2) The rate at which dividends on the shares of such series shall be
declared and paid, or set aside for payment, whether dividends at the rate so
determined shall be cumulative, and whether the shares of such series shall be
entitled to any participating or other dividends in addition to dividends at the
rate so determined, and if so on what terms;
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(3) The right, if any, of the corporation to redeem shares of the
particular series and, if redeemable, the price, terms and manner of such
redemption;
(4) The special and relative rights and preferences, if any, and the amount
or amounts per share, which the shares of such series shall be entitled to
receive upon any voluntary or involuntary liquidation, dissolution or winding up
of the corporation;
(5) The terms and conditions, if any, upon which shares of such series
shall be convertible into, or exchangeable for, shares of stock of any other
class or classes, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;
(6) The obligation, if any, of the corporation to retire or purchase shares
of such series pursuant to a sinking fund or fund of a similar nature or
otherwise, and the terms and conditions of such obligation;
(7) Voting rights, if any, provided that the shares of all series with
voting rights shall not have more than one vote per share;
(8) Limitations, if any, on the issuance of additional shares of such
series or any shares of any other series of Preferred Stock; and
(9) Such other preferences or restrictions or qualifications thereof as the
Board of Directors may deem advisable and are note inconsistent with law and the
provisions of these Articles.
II. SERIES A JUNIOR PARTICIPATING PREFERRED STOCK.
Pursuant to the authority vested in the Board of Directors of the
Corporation by Article 4 of these Articles, the Board of Directors has
designated a series of Preferred Stock, $1.00 par value per shares (the
"Preferred Stock"), of the Corporation and hereby states the designation, and
number of shares, and fixes the relative rights, preferences and limitations
thereof as follows:
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:
Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be three hundred thousand (300,000). Such number of shares may be
increased or decreased by resolution of the Board of Directors prior to
issuance; PROVIDED, that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.
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Section 2. DIVIDENDS AND DISTRIBUTIONS.
(A) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock, par value
$.16 2/3 per share (the "Common Stock"), of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds of the Corporation legally available for the
payment of dividends, quarterly dividends payable in cash on the last day of
each fiscal quarter of the Corporation 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) $100 or (b) subject to the
provision for adjustment hereinafter set forth, 1,000 times the aggregate per
share amount of all cash dividends, and 1,000 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 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 declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, 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. In
the event the Corporation shall at any time declare or pay any dividend on the
Series A Preferred Stock payable in shares of Series A Preferred Stock, or
effect a subdivision, combination or consolidation of the outstanding shares of
Series A Preferred Stock (by reclassification or otherwise than by payment of a
dividend in shares of Series A Preferred Stock) into a greater or lesser number
of shares of Series A Preferred Stock, 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 first sentence of this Section 2(A)
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Series A Preferred Stock that were outstanding
immediately prior to such event and the denominator of which is the number of
shares of Series A Preferred Stock outstanding immediately after such event.
(B) The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (A) of this Section immediately after
it
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declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock) and the Corporation shall pay such dividend
or distribution on the Series A Preferred Stock before the dividend or
distribution declared on the Common Stock is paid or set apart; 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 Quarterly Dividend Payment Date, a dividend of $100 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 Quarterly Dividend Payment Date next
preceding the date of issue of such shares, 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 the 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 shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 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 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of 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 is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a
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subdivision, combination or consolidation of the outstanding shares of Series A
Preferred Stock (by reclassification or otherwise than by payment of a dividend
in shares of Series A Preferred Stock) into a greater or lesser number of shares
of Series A Preferred Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such amount by
a fraction, the numerator of which is the number of shares of Series A Preferred
Stock that were outstanding immediately prior to such event and the denominator
of which is the number of shares of Series A Preferred Stock outstanding
immediately after such event.
(B) Except as otherwise provided herein, in the Articles of Organization or
by law, the holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation having
general voting rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A Preferred Stock shall be
in arrears in an amount equal to six quarterly dividends thereon, the holders of
the Series A Preferred Stock, voting as a separate series from all other series
of Preferred Stock and classes of capital stock, shall be entitled to elect two
members of the Board of Directors in addition to any Directors elected by any
other series, class or classes of securities and the authorized number of
Directors will automatically be increased by two. Promptly thereafter, the Board
of Directors of the Corporation shall, as soon as may be practicable, call a
special meeting of holders of Series A Preferred Stock for the purpose of
electing such members of the Board of Directors. Such special meeting shall in
any event be held within 45 days of the occurrence of such arrearage.
(ii) During any period when the holders of Series A Preferred Stock,
voting as a separate series, shall be entitled and shall have exercised their
right to elect two Directors, then, and during such time as such right
continues, (a) the then authorized number of Directors shall be increased by
two, and the holders of Series A Preferred Stock, voting as a separate series,
shall be entitled to elect the additional Directors so provided for, and (b)
each such additional Director shall not be a member of any existing class of the
Board of Directors, but shall serve until the next annual meeting of
stockholders for the election of Directors, or until his successor shall be
elected and shall qualify, or until his right to hold such office terminates
pursuant to the provisions of this Section 3(C).
(iii) A Director elected pursuant to the terms hereof may be removed
with or without cause by the holders of Series A Preferred Stock entitled to
vote in an election of such Director.
(iv) If, during any interval between annual meetings of stockholders
for the election of Directors and while the holders of Series A Preferred Stock
shall be entitled to elect two Directors, there is no such Director in office by
reason of resignation, death or removal, then, promptly thereafter, the Board of
Directors shall
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call a special meeting of the holders of Series A Preferred Stock for the
purpose of filling such vacancy and such vacancy shall be filled at such special
meeting. Such special meeting shall in any event be held within 45 days of the
occurrence of such vacancy.
(v) At such time as the arrearage is fully cured, and all dividends
accumulated and unpaid on any shares of Series A Preferred Stock outstanding are
paid, and, in addition thereto, at least one regular dividend has been paid
subsequent to curing such arrearage, the term of office of any Director elected
pursuant to this Section 3(C), or his successor, shall automatically terminate,
and the authorized number of Directors shall automatically decrease by two, the
rights of the holders of the shares of the Series A Preferred Stock to vote as
provided in this Section 3(C) shall cease, subject to renewal from time to time
upon the same terms and conditions, and the holders of shares of the Series A
Preferred Stock shall have only the limited voting rights elsewhere herein set
forth.
(D) Except as set forth herein, or as otherwise provided by law, holders of
Series A Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate action.
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, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on 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, 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 junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such junior 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
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(iv) redeem or purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of Directors, 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 Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Articles of Organization, or in any other Certificate of Designations creating a
series of Preferred Stock or any similar stock or as otherwise required by law.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.
(A) Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) 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 Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received $1000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of 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 distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.
(B) Neither the consolidation, merger or other business combination of the
Corporation with or into any other corporation nor the sale, lease, exchange or
conveyance of all or any part of the property, assets or business of the
Corporation shall be deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of this Section 6.
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(C) In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of paragraph (A) of this Section 6 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. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Series A Preferred Stock that were outstanding immediately
prior to such event and the denominator of which is the number of shares of
Series A Preferred Stock outstanding immediately after such event.
Section 7. CONSOLIDATION, MERGER, ETC. Notwithstanding anything to the
contrary contained herein, 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 each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 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. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision, combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock 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. In
the event the Corporation shall at any time declare or pay any dividend on the
Series A Preferred Stock payable in shares of Series A Preferred Stock, or
effect a subdivision, combination or
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consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the amount set forth in the first
sentence of this Section 7 with respect to the exchange or change of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Series A Preferred
Stock that were outstanding immediately prior to such event and the denominator
of which is the number of shares of Series A Preferred Stock outstanding
immediately after such event.
Section 8. NO REDEMPTION. The shares of Series A Preferred Stock shall not
be redeemable.
Section 9. RANK. The Series A Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the Preferred Stock issued either before or after the
issuance of the Series A Preferred Stock, unless the terms of any such series
shall provide otherwise.
Section 10. AMENDMENT. At such time as any shares of Series A Preferred
Stock are outstanding, the Articles of Organization, as amended, of the
Corporation shall not be 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 at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
Section 11. FRACTIONAL SHARES. Series A Preferred Stock may be issued 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 have the benefit of all other rights of holders
of Series A Preferred Stock.
C. STATEMENT OF LIMITATIONS, RELATIVE RIGHTS AND POWERS IN RESPECT OF
SHARES OF COMMON STOCK.
(1) After the requirements with respect to preferential dividends on the
Preferred Stock (fixed in accordance with the provisions of paragraph B above)
shall have been met and after the corporation shall have complied with all the
requirements, if any, with respect to the setting aside of sums as sinking funds
or redemption or purchase accounts (fixed in accordance with the provisions of
said paragraph B), then and not otherwise the holders of Common Stock shall be
entitled to receive such dividends as may be declared from time to time by the
Board of Directors.
(2) After distribution in full of the preferential amount (fixed in
accordance with the provisions of said paragraph B) to be distributed to the
holders of Preferred Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding up of this corporation,
the holders of the
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Common Stock shall be entitled to receive all the remaining assets of this
corporation, tangible and intangible, of whatever kind available for
distribution to the stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively.
(3) Except as may otherwise be required by law or the provisions of these
Articles, or by the Board of Directors pursuant to authority granted in these
Articles, each holder of Common Stock shall have one vote in respect of each
share of stock held by him in all matters voted upon by the stockholders.
D. DENIAL OF PREEMPTIVE RIGHTS.
No holder of shares of the Common Stock or of the Preferred Stock shall be
entitled as such, as a matter of right, to subscribe for or purchase any part of
any new or additional issue of stock of any class whatsoever of the corporation,
or of securities convertible into stock of any class, whether now or hereafter
authorized, or whether issued for cash or other consideration or by way of
dividend.
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ATTACHMENT 6
6A. INDEMNIFICATION
Section 1. ACTIONS, SUITS AND PROCEEDINGS. Except as otherwise provided
below, the Corporation shall, to the fullest extent authorized by Chapter 156B
of the Massachusetts General Laws, as the same exists or may hereafter be
amended (in the case of any such amendment, only to the extent that such
amendment either (i) permits the Corporation to provide broader indemnification
rights than such laws permitted prior to such amendment or (ii) prohibits or
limits any of the indemnification rights previously set forth in such laws),
indemnify each person who is, or shall have been, a director or officer of the
Corporation or who is or was a director or employee of the Corporation and is
serving, or shall have served, at the request of the Corporation, as a director
or officer of another organization or in any capacity with respect to any
employee benefit plan of the Corporation, against all liabilities and expenses
(including judgments, fines, penalties, amounts paid or to be paid in
settlement, and reasonable attorneys' fees) imposed upon or incurred by any such
person (the "Indemnitee") in connection with, or arising out of, the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which he may be a defendant or with which he may be threatened or otherwise
involved, directly or indirectly, by reason of his being or having been such a
director or officer or as a result of his serving or having served with respect
to any such employee benefit plan; PROVIDED, HOWEVER, that the Corporation shall
provide no indemnification with respect to any matter as to which any such
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 (i) in
the best interests of the Corporation or (ii) 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.
Section 2. SETTLEMENTS. The right to indemnification conferred in this
Article shall include the right to be paid by the Corporation for liabilities
and expenses incurred in connection with the settlement or compromise of any
such action, suit or proceeding, pursuant to a consent decree or otherwise,
unless a determination is made, within 45 days after receipt by the Corporation
of a written request by the Indemnitee for indemnification, that such settlement
or compromise is not in the best interests of the Corporation or, to the extent
such matter relates to service with respect to an employee benefit plan, that
such settlement or compromise is not in the best interests of the participants
or beneficiaries of such plan. Any such determination shall be made (i) by the
Board of Directors of the Corporation by a majority vote of a quorum consisting
of disinterested directors, or (ii) if such quorum is not obtainable, by a
majority of the disinterested directors of the Corporation then in office.
Notwithstanding the foregoing, if there are less than two disinterested
directors then in office, the Board of Directors shall promptly direct that
independent legal counsel (who may be regular legal counsel to the Corporation)
determine, based
16
on facts known to such counsel at such time, whether such Indemnitee acted in
good faith in the reasonable belief that his action was in the best interests of
the Corporation or the participants or beneficiaries of any such employee
benefit plan, as the case may be; and, in such event, indemnification shall be
made to such Indemnitee unless, within 45 days after receipt by the Corporation
of the request by such Indemnitee for indemnification, such independent legal
counsel in a written opinion to the Corporation determines that such Indemnitee
did not act in good faith in the reasonable belief that his action was in the
best interests of the Corporation or the participants or beneficiaries of any
such employee benefit plan, as the case may be.
Section 3. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to
his right to be indemnified, the Indemnitee must give to the Corporation notice
in writing as soon as practicable of any action, suit or proceeding involving
him for which indemnity will or could be sought. With respect to any action,
suit or proceeding 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
such Indemnitee. After notice from the Corporation to the Indemnitee of its
election so to assume such defense, the Corporation shall not be liable to such
Indemnitee for any legal or other expenses subsequently incurred by such
Indemnitee 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 to assume the defense of any claim brought by or on behalf of the
Corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in (ii) above.
Section 4. ADVANCE OF EXPENSES. Subject to Section 3 above, the right to
indemnification conferred in this Article shall include the right to be paid by
the Corporation for expenses (including reasonable attorneys' fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of its final
disposition, subject to receipt of an undertaking by the Indemnitee to repay
such payment if it is ultimately determined that the Indemnitee is not entitled
to indemnification under this Article. Such undertaking may be accepted without
reference to the financial ability of such Indemnitee to make such repayment.
Notwithstanding the foregoing, no advance shall be made by the Corporation under
this Section 4 if a determination is reasonably and promptly made by the Board
of Directors by a majority vote of a
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quorum consisting of disinterested directors or, if such quorum is not
obtainable, by a majority of the disinterested directors of the Corporation then
in office or, if there are not at least two disinterested directors then in
office, by independent legal counsel (who may be regular legal counsel to the
Corporation) in a written opinion that, based on facts known to the Board or
counsel at such time, such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the Corporation
or the participants or beneficiaries of an employee benefit plan of the
Corporation, as the case may be.
Section 5. PARTIAL INDEMNITY. If an Indemnitee is entitled under any
provision of this Article to indemnification by the Corporation for some or a
portion of the liabilities or expenses imposed upon or incurred by such
Indemnitee in the investigation, defense, appeal or settlement of any action,
suit or proceeding but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify the Indemnitee for the portion of such
liabilities or expenses to which such Indemnitee is entitled.
Section 6. RIGHTS NOT EXCLUSIVE. The right to indemnification and the
payment of expenses incurred in defending any action, suit or proceeding in
advance of its final disposition conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Organization, By-Laws,
agreement, vote of stockholders or directors or otherwise. Without limiting the
generality of the foregoing, the Corporation, acting through its Board of
Directors, may enter into agreements with any director, officer, employee or
agent of the Corporation providing for indemnification rights equivalent to or
greater than the indemnification rights set forth in this Article.
Section 7. 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 or liability incurred by him in any such capacity, or arising out of the
status as such, whether or not the Corporation would have the power to indemnify
such person against such expense or liability under Chapter 156B of the
Massachusetts General laws.
Section 8. INSURANCE OFFSET. The Corporation's obligation to provide
indemnification under this Article shall be offset to the extent of any other
source of indemnification or any otherwise applicable insurance coverage under a
policy maintained by the Corporation or any other person.
Section 9. AMENDMENT. Without the consent of a person entitled to the
indemnification and other rights provided in this Article (unless otherwise
required by Chapter 156B of the Massachusetts General Laws), no amendment
modifying or
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terminating such rights shall adversely affect such person's rights
under this Article with respect to the period prior to such Amendment.
Section 10. MERGERS, ETC. If the Corporation is merged into or consolidated
with another corporation and the Corporation is not the surviving corporation,
or if substantially all of the assets of the Corporation are acquired by any
other corporation, or in the event of any other similar reorganization involving
the Corporation, the Board of Directors of the Corporation or the board of
directors of any corporation assuming the obligations of the Corporation shall
assume the obligations of the Corporation under this Article, through the date
of such merger, consolidation, sale or reorganization, with respect to each
person who is entitled to indemnification rights under this Article as of such
date.
Section 11. 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 liabilities
and expenses with respect to any action, suit or proceeding to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.
Section 12. DEFINITIONS. As used in this Article, the term
"director", "officer" and "person" include their respective heirs, executors,
administrators, and legal representatives, and an "interested" director is one
against whom in such capacity the proceedings in question or another proceeding
on the same or similar grounds is then pending.
6B. STOCKHOLDERS' MEETINGS
Meetings of Stockholders of the Corporation may be held anywhere in the
United States.
6C. AMENDMENT OF BY-LAWS
The power to make, amend or repeal by-laws shall be in the Stockholders,
provided, however, that the by-laws may provide that the directors may make,
amend or repeal the by-laws in whole or in part, except with respect to any
provisions thereof which according to law, the Articles of Organization or
by-laws requires action by the Stockholders.
6D. LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by Chapter 156B of the Massachusetts
General Laws, as it may be amended from time to time, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages
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for breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability.
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Attachment 8
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ANALOG DEVICES, INC.
OFFICERS
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TITLE NAME RESIDENTIAL POST OFFICE ADDRESS
ADDRESS
- ---------------------------------------------------------------------------------------------
Chief Executive Officer Jerald G. Fishman 169 Hickory Road One Technology Way
and President Weston, MA 02193 Norwood, MA 02062-9106
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Clerk Paul P. Brountas 22 Conant Road Hale and Dorr LLP
Weston, MA 02193 60 State Street
Boston, MA 02109
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Treasurer William A. Martin 3 Harden Road One Technology Way
Foxboro, MA 02035 Norwood, MA 02062-9106
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DIRECTORS
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Name Residential Post Office Address
Address
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Ray Stata 6 Miller Hill Road One Technology Way
Dover, MA 02030 Norwood, MA 02062-9106
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John L. Doyle 177 Ramoso Road 177 Ramoso Road
Portola Valley, CA 94025 Portola Valley, CA 94025
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F. Grant Saviers 3050 Three Spring Court President & CEO
San Jose, CA 95190-9714 Adaptec, Inc.
691 South Milpitas Boulevard
Milpitas, CA 95035
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Joel Moses 70 Fairview Road MIT
Weston, MA 02193 77 Massachusetts Avenue - 3-208
Cambridge, MA 02139
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Lester C. Thurow 4 Longfellow Place (#3306) MIT
Boston, MA 02114 50 Memorial Drive, E-52-454
Cambridge, MA 02142
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Jerald G. Fishman 169 Hickory Road One Technology Way
Weston, MA 02193 Norwood, MA 02062-9106
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21
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Charles O. Holliday, Jr. Dupont Asia Pacific Ltd. Dupont
Arco Tower 8-1 1007 Market Street, D-9000
Shimomeguro 1-CHOME Wilmington, DE 19898
Meguro-KU
Tokyo 153
Japan
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