Exhibit 3.7
Corporation Section
P. O. Box 13697 Geoffrey S. Connor
Austin Texas 78711-3697 Secretary of State
(SEAL)
OFFICE OF THE SECRETARY OF STATE
The undersigned, as Secretary of State of Texas, does hereby certify that the
attached is a true and correct copy of each document on file in this office as
described below:
T-NETIX TELECOMMUNICATIONS SERVICES, INC.
Filing Number: 105548400
Articles Of Incorporation February 11, 1988
Articles Of Amendment October 02, 1989
Articles Of Amendment November 22, 1989
Articles Of Amendment January 10, 1995
Resolution Establishing Series Of Shares January 19, 1995
Articles Of Merger June 14, 1999
Articles Of Amendment June 15, 2000
Change Of Registered Agent/Office July 12, 2000
Public Information Report (PIR) December 31, 2000
Change of Registered Agent/ Office March 24, 2003
Public Information Report (PIR) December 31, 2003
In testimony whereof, I have hereunto
signed my name officially and caused to
be impressed hereon the Seal of State at
my office in Austin, Texas on July 27,
2004.
(SEAL)
/s/ Illegible
----------------------------------------
Secretary of State
Come visit us on the internet at http://www.sos.state.tx.us/
PHONE(512) 463-5555 FAX(512) 463-5709 TTY7-1-1
Prepared by: SOS-WEB
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS
FEB 11 1988
CLERK I-B
CORPORATIONS SECTION
ARTICLES OF INCORPORATION
OF
TELEPHONE MANAGEMENT SYSTEMS, INC.
ARTICLE I
The name of the corporation is TELEPHONE MANAGEMENT SYSTEMS, INC.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose or purposes for which the corporation is organized are:
The transaction of any or all lawful business for which corporations may be
incorporated under this act, subject to Part Four, Texas Miscellaneous
Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall have authority
to issue is 1,000 at no par value.
ARTICLE V
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000.
ARTICLE VI
The address of its registered office is 408 West Kingsmill, Suite 322,
Pampa, Tx. 79065, and the name of its registered agent at such address is Harold
A. Cree.
ARTICLE VII
The number of initial directors is three, and the names and addresses of
the directors are:
George B. Cree, III 408 W. Kingsmill, Ste. 322 Pampa, Tx. 79065
Richard E. Cree 408 W. Kingsmill, Ste. 322 Pampa, Tx. 79065
Harold A. Cree 408 W. Kingsmill, Ste. 322 Pampa, Tx. 79065
Amber Cree 408 W. Kingsmill, Ste. 322 Pampa, Tx. 79065
ARTICLE VIII
The name and address of the incorporator is:
Carol Hines 1601 Rio Grande, Ste. 351
Austin, Tx. 78701
/s/ Carol Hines
----------------------------------------
FILED
In the Office of the
Secretary of State of Texas
OCT 2 1989
Corporations Section
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TELEPHONE MANAGEMENT SYSTEMS, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE I
The name of the corporation is TELEPHONE MANAGEMENT SYSTEMS, INC.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation on the 28th day of September, 1989. Article IV
of the Articles of Incorporation is amended to read as follows:
The aggregate number of shares which the corporation shall have the
authority to issue is one million (1,000,000) at a par value of One dollar
($1.00) per share, of which 26,358 shares shall be issued in exchange for
300 shares of the currently issued and outstanding no par shares of the
corporation, said currently outstanding shares being all of the currently
issued and outstanding shares of the corporation.
The amendment alters or changes Article IV of the original Articles of
Incorporation. The full text of Article IV prior to this amendment stated as
follows:
The aggregate number of shares which the corporation shall have authority
to issue is 1000 at no par value.
ARTICLE III
The number of shares of the corporation outstanding at the time of such
adoption was 300; and the number of shares entitled to vote thereon was 300.
ARTICLE IV
The holders of all of the shares outstanding and entitled to vote on said
amendment have signed a consent in writing adopting said amendment.
ARTICLE V
The manner in which any exchange, reclassification, or cancellation of
issued shares provided for in the amendment shall be affected, is as follows:
26,358 shares of the newly authorized $1.00 par value shares of the
corporation shall be issued in exchange for the currently issued and
outstanding shares of the corporation in the ratio of 87.86 new shares for
each currently outstanding share.
ARTICLE VI
The stated capital of the corporation will be increased by the amendment
from $1,200.00 to $26,358.00, an increase of $24,980.00. Capital surplus will
be reduced by $24,980.00.
DATED this 28th day of September, 1989.
TELEPHONE MANAGEMENT SYSTEMS, INC.
By /s/ Harold A. Cree
-------------------------------------
Its Authorized Officer
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS
NOV 22 1989
CORPORATIONS SECTION
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TELEPHONE MANAGEMENT SYSTEMS, INC.
Pursuant to the provisions of Article 4._ of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
ARTICLE I
The name of the corporation is TELEPHONE MANAGEMENT SYSTEMS, INC.
ARTICLE II
Article I of the Articles of Incorporation is amended to read as follows:
The name of the corporation is Gateway Technologies, Inc.
ARTICLE III
The amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation on the 2nd day of November, 1989.
ARTICLE IV
The number of shares of the corporation outstanding at the time of such
adoption was 54,737; and the number of shares entitled to vote thereon was
54,737.
ARTICLE V
The holders of all of the shares outstanding and entitled to vote on said
amendment have signed a consent in writing adopting said amendment.
DATED this 2nd day of November, 1989.
TELEPHONE MANAGEMENT SYSTEMS, INC.
By /s/ Richard E. Cree
-------------------------------------
Its Authorized Officer
(SEAL)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS
JAN 10 1995
CORPORATIONS SECTION
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GATEWAY TECHNOLOGIES, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act ("TBCA"), Gateway Technologies, Inc., a Texas corporation (the
"Corporation"), adopts the following amendment to the Articles of Incorporation
of the Corporation:
ARTICLE I
The name of the Corporation is Gateway Technologies, Inc.
ARTICLE II
The following amendment to the Articles of Incorporation of the Corporation
was adopted by the shareholders of the Corporation by unanimous written consent
pursuant to Article 9.10.A of the TBCA. The amendment alters and replaces
Article IV of the Articles of Incorporation of the Corporation (as amended) in
its entirety to read as follows:
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is one million two hundred fifty
thousand (1,250,000), of which (a) one million (1,000,000) shares shall be
designated as Common Stock, par value $1.00 per share, and (b) two hundred fifty
thousand (250,000) shares shall be designated as Preferred Stock, par value
$1.00 per share.
The following is a statement of the designations, preferences, limitations,
and relative rights, including voting rights, in respect of the classes of stock
of the corporation and of the authority with respect thereto expressly vested in
the board of directors of the corporation:
A. COMMON STOCK
1. Each share of Common Stock of the corporation shall have identical
rights and privileges in every respect. The holders of shares of Common Stock
shall be entitled to vote upon all matters submitted to a vote of the
shareholders of the corporation and shall be entitled to one vote for each share
of Common Stock held.
2. Subject to the prior rights and preferences, if any, applicable to
shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive such dividends (payable in cash,
stock, or otherwise) as may be declared thereon by the board of directors at any
time and
from time to time out of any funds of the corporation legally available
therefor.
3. In the event of any voluntary or involuntary liquidation, dissolution,
or winding-up of the corporation, after distribution in full of the preferential
amounts, if any, to be distributed to the holders of shares of the Preferred
Stock or any series thereof, the holders of shares of the Common Stock shall be
entitled to receive all of the remaining assets of the corporation available for
distribution to its shareholders, ratably in proportion to the number of shares
of the Common Stock held by them. A liquidation, dissolution, or winding-up of
the corporation, as such terms are used in this Paragraph 3, shall not be deemed
to be occasioned by or to include any merger of the corporation with or into one
or more corporations or other entities, any acquisition or exchange of the
outstanding shares of one or more classes or series of the corporation, or any
sale, lease, exchange, or other disposition of all or a part of the assets of
the corporation.
B. PREFERRED STOCK
1. Shares of the Preferred Stock may be issued from time to time in one or
more series, the shares of each series to have such designations, preferences,
limitations, and relative rights, including voting rights, as shall be stated
and expressed herein or in a resolution or resolutions providing for the issue
of such series adopted by the board of directors of the corporation. Each such
series of Preferred Stock shall be designated so as to distinguish the shares
thereof from the shares of all other series and classes. The board of directors
of the corporation is hereby expressly authorized, subject to the limitations
provided by law, to establish and designate series of the Preferred Stock, to
fix the number of shares constituting each series, and to fix the designations
and the preferences, limitations, and relative rights, including voting rights,
of the shares of each series and the variations of the relative rights and
preferences as between series, and to increase and to decrease the number of
shares constituting each series, provided that the board of directors may not
decrease the number of shares within a series to less than the number of shares
within such series that are then issued. The relative powers, rights,
preferences, and limitations may vary between and among series of Preferred
Stock in any and all respects so long as all shares of the same series are
identical in all respects, except that shares of any such series issued at
different times may have different dates from which dividends thereon cumulate.
The authority of the board of directors of the corporation with respect to each
series shall include, but shall not be limited to, the authority to determine
the following:
(a) The designation of such series;
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(b) The number of shares initially constituting such series;
(c) The rate or rates and the times at which dividends on the shares
of such series shall be paid, the periods in respect of which dividends are
payable, the conditions upon such dividends, the relationship and
preferences, if any, of such dividends to dividends payable on any other
class or series of shares, whether or not such dividends shall be
cumulative, partially cumulative, or noncumulative, if such dividends shall
be cumulative or partially cumulative, the date or dates from and after
which, and the amounts in which, they shall accumulate, whether such
dividends shall be share dividends, cash or other dividends, or any
combination thereof, and if such dividends shall include share dividends,
whether such share dividends shall be payable in shares of the same or any
other class or series of shares of the corporation (whether now or
hereafter authorized), or any combination thereof, and the other terms and
conditions, if any, applicable to dividends on shares of such series;
(d) Whether or not the shares of such series shall be redeemable or
subject to repurchase at the option of the corporation or the holder
thereof or upon the happening of a specified event, if such shares shall be
redeemable, the terms and conditions of such redemption, including but not
limited to the date or dates upon or after which such shares shall be
redeemable, the amount per share which shall be payable upon such
redemption, which amount may vary under different conditions and at
different redemption dates, and whether such amount shall be payable in
cash, property, or rights, including securities of the corporation or
another corporation;
(e) The rights of the holders of shares of such series (which may vary
depending upon the circumstances or nature of such liquidation,
dissolution, or winding up) in the event of the voluntary or involuntary
liquidation, dissolution, or winding up of the corporation and the
relationship or preference, if any, of such rights to rights of holders of
stock of any other class or series. A liquidation, dissolution, or winding
up of the corporation, as such terms are used in this subparagraph (e),
shall not be deemed to be occasioned by or to include any merger of the
corporation with or into one or more corporations or other entities, any
acquisition or exchange of the outstanding shares of one or more classes or
series of the corporation, or any sale, lease, exchange, or other
disposition of all or a part of the assets of the corporation;
(f) Whether or not the shares of such series shall have voting powers
and, if such shares shall have such voting
3
powers, the terms and conditions thereof, including, but not limited to,
the right of the holders of such shares to vote as a separate class either
alone or with the holders of shares of one or more other classes or series
of stock and the right to have more (or less) than one vote per share;
(g) Whether or not a sinking fund shall be provided for the redemption
of the shares of such series and, if such a sinking fund shall be provided,
the terms and conditions thereof;
(h) Whether or not a purchase fund shall be provided for the shares of
such series and, if such a purchase fund shall be provided, the terms and
conditions thereof;
(i) Whether or not the shares of such series, at the option of either
the corporation or the holder or upon the happening of a specified event,
shall be convertible into stock of any other class or series and, if such
shares shall be so convertible, the terms and conditions of conversion,
including, but not limited to, any provision for the adjustment of the
conversion rate or the conversion price;
(j) Whether or not the shares of such series, at the option of either
the corporation or the holder or upon the happening of a specified event,
shall be exchangeable for securities, indebtedness, or property of the
corporation and, if such shares shall be so exchangeable, the terms and
conditions of exchange, including, but not limited to, any provision for
the adjustment of the exchange rate or the exchange price; and
(k) Any other preferences, limitations, and relative rights as shall
not be inconsistent with the provisions of this Article IV or the
limitations provided by law.
2. Except as otherwise required by law or _n any resolution of the board
of directors creating any series of Preferred Stock, the holders of shares of
Preferred Stock and all series thereof who are entitled to vote shall vote
together with the holders of shares of Common Stock, and not separately by
class.
C. GENERAL
1. The board of directors of the corporation is hereby expressly empowered,
subject to the limitations provided by law, to authorize the corporation to pay
share dividends on any class or series of capital stock of the corporation
(whether now or hereafter authorized) payable in shares of the same or any other
4
class or series of capital stock of the corporation (whether now or hereafter
authorized) or any combination thereof
ARTICLE III
The number of shares of the Corporation's stock outstanding at the time of
such adoption was 615,861 and the number of shares entitled to vote thereon was
615,861.
ARTICLE IV
The holders of all of the outstanding shares of the Corporation's stock
entitled to vote on the amendment have signed a written consent pursuant to
Article 9.10.A of the TBCA adopting the amendment. Said consent is dated January
3, 1995.
Dated: January 5, 1995
GATEWAY TECHNOLOGIES, INC.
By: /s/ Richard E. Cree
------------------------------------
Richard E. Cree
President
5
FILED
In the Office of the
Secretary of State of Texas
JAN 19 1995
Corporations Section
STATEMENT OF DESIGNATIONS, PREFERENCES, LIMITATIONS AND
RELATIVE RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
Pursuant to Article 2.13 of the
Texas Business Corporation Act
The undersigned President of Gateway Technologies, Inc., a Texas
corporation (the "Corporation"), certifies that pursuant to authority granted to
and vested in the Board of Directors of the Corporation by the provisions of the
Articles of Incorporation of the Corporation, as amended, and in accordance with
the provisions of Article 2.13 of the Business Corporation Act of the State of
Texas, its Board of Directors on January 12, 1995, duly adopted the following
resolutions creating the Series A Convertible Preferred Stock:
WHEREAS, the Board of Directors of the Corporation is authorized, within
the limitations and restrictions stated in the Articles of Incorporation of the
Corporation, as amended, to fix by resolution or resolutions the designation of
each series of stock and the preferences, limitations, and relative rights,
including voting rights, and qualifications, limitations, or restrictions
thereof, including, without limiting the generality of the foregoing, such
provisions as may be desired concerning voting, redemption, dividends,
dissolution, or the distribution of assets, conversion or exchange, and such
other subjects or matters as may be fixed by resolution or resolutions of the
Board of Directors under the Business Corporation Act of the State of Texas; and
WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to its authority as aforesaid, to authorize and fix the terms of a
series of preferred stock and the number of shares constituting such series;
NOW, THEREFORE, BE IT RESOLVED, that one series of preferred stock is
hereby authorized on the terms and with the provisions herein set forth:
1. Designation, Number of Shares and Stated Value. The designation of the
series of preferred stock authorized by this resolution shall be "Series A
Convertible Preferred Stock," which shall consist of 30,000 shares of such
Series A Convertible Preferred Stock, $1.00 par value per share. As used herein,
"Stated Value" per share of Series A Convertible Preferred Stock shall be equal
to $20.00 plus all accumulated and unpaid dividends added thereto pursuant to
Section 2 hereof. Each share of Series A Convertible Preferred Stock shall be
validly issued, fully paid and nonassessable upon receipt by the Corporation of
legal consideration in an amount determined by the Board of Directors of the
Corporation to be at least equal to such Stated Value.
2. Dividends
(a) 6% Dividend. The holders of shares of Series A Convertible
Preferred Stock shall be entitled to receive, out of the funds of the
Corporation legally available therefor, if, as and when declared by the Board of
Directors, cash dividends at the rate of 6% per share
per annum, on the face value thereof, accruing from February 28, 1995, payable
quarterly on the last day of the months of February, May, August, and November
in each year, commencing May 31, 1995, except that if such date is a Saturday,
Sunday or legal holiday then such dividend shall be payable on the first
immediately preceding day which is not a Saturday, Sunday or legal holiday. Such
dividends shall be cumulative (whether or not in any quarterly dividend period
there shall be funds of the Corporation legally available for the payment of
such dividends), commencing on the date of original issue and shall be payable
for any period less than a full quarter on the basis of a year of 360 days with
equal 30 day months. Dividends shall be payable to holders of record, as they
appear on the stock books of the Corporation, on such record dates as may be
declared by the Board of Directors, not more than sixty (60) days nor less than
ten (10) days preceding the payment dates for such dividends. Dividends in
arrears may be declared and paid at any time, without reference to any regular
dividend payment date, to holders of record on such date, not exceeding sixty
(60) days preceding the payment date thereof, as may be fixed by the Board of
Directors of the Corporation. When dividends are not paid in full upon the
shares of the Series A Convertible Preferred Stock and any other preferred stock
ranking on a parity as to payment of dividends with the Series A Convertible
Preferred Stock ("Parity Stock"), all dividends declared upon shares of the
Series A Convertible Preferred Stock and any Parity Stock shall be declared pro
rata so that the amount of dividends declared per share on the Series A
Convertible Preferred Stock and such Parity Stock shall in all cases bear to
each other the same ratio that accumulated dividends per share on the shares of
the Series A Convertible Preferred Stock and such Parity Stock bear to each
other.
(b) Certain Restrictions on Payment. So long as any shares of the
Series A Convertible Preferred Stock are outstanding and any dividends due and
payable on the Series A Convertible Preferred Stock are in arrears, the
Corporation shall not, without the prior written consent of a holder or the
holders of more than fifty per cent of the issued and outstanding shares of
Series A Convertible Preferred Stock, declare, pay or set apart for payment any
dividend on any of the Junior Securities (hereinafter defined) or make any
payment on account of, or set apart for payment money for a sinking or other
similar fund for, the purchase, redemption or other retirement of any of the
Junior Securities or any warrants, rights, calls or options exercisable for any
of the Junior Securities, or make any distribution in respect thereof, either
directly or indirectly, and whether in cash, obligations or shares of stock of
the Corporation or other property, and shall not permit any corporation or other
entity directly or indirectly controlled by the Corporation to redeem, purchase
or otherwise acquire any equity security (other than the shares of the
Corporation's common stock, par value $1.00 per share ("Common Stock"), into
which the Series A Convertible Preferred Stock is convertible) of the
Corporation (or any non-wholly owned subsidiary of the Corporation); provided,
however, that the Corporation shall be permitted to repurchase (i) shares of the
Common Stock of the Corporation held by employees, consultants, officers, or
directors pursuant to the terms of any restrictive stock purchase arrangements
under which the Corporation has the option or obligation to repurchase such
shares upon the occurrence of certain events such as termination of employment
2
or failure to serve as a director and (ii) shares of the Series A Convertible
Preferred Stock pursuant to the terms of this Statement of Designations,
Preferences, Limitations and Relative Rights of Series A Convertible Preferred
Stock
3. Liquidation Preference.
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of shares of the
Series A Convertible Preferred Stock then outstanding shall be entitled to be
paid out of the assets of the Corporation available for distribution to its
stockholders an amount of cash equal to the greater of (a) the amount per share
that holders of Series A Convertible Preferred Stock would be entitled to
receive if all of their shares of Series A Convertible Preferred Stock were
converted into Common Stock at the time of such liquidation, dissolution or
winding up or (b) the Stated Value of the Series A Convertible Preferred Stock
at the time of such liquidation, dissolution or winding up, and no more, before
any payment shall be made or any assets distributed to the holders of any of the
Junior Securities; provided, however, that the holders of the outstanding shares
of Series A Convertible Preferred Stock shall not be entitled to receive such
liquidation payment until the liquidation payments on all outstanding shares of
any other stock of the Corporation having liquidation rights ranking prior to
the shares of Series A Convertible Preferred Stock shall have been paid in full.
If the assets of the Corporation are not sufficient to pay in full the
liquidation payments payable to the holders of outstanding shares of Series A
Convertible Preferred Stock and any outstanding shares of any other stock of the
Corporation having liquidation rights on parity with the shares of the Series A
Convertible Preferred Stock, then the holders of all such shares shall share
ratably in such distribution of assets in accordance with the amount which would
be payable on such distribution if the amounts to which the holders of
outstanding shares of Series A Convertible Preferred Stock and the holders of
outstanding shares of such other stock of the Corporation are entitled were paid
in full. A merger of or by the Corporation or sale of all or substantially all
assets of the Corporation shall not be deemed to be a liquidation, dissolution
or winding up of the Corporation.
4. Ranking.
The Series A Convertible Preferred Stock shall, with respect to dividend
rights and distribution of assets on liquidation, rank (a) junior to, or on
parity with, as the case may be, any other stock of the Corporation, the terms
of which shall specifically provide that such stock shall rank senior to, or on
parity with, as the case may be, the Series A Convertible Preferred Stock with
respect to dividend rights or distribution of assets on liquidation, and (b)
senior to any other stock of the Corporation, including the Common Stock (all of
such stock of the Corporation to which the Series A Convertible Preferred Stock
ranks prior, including the Common Stock, being referred to collectively for
purposes of this Agreement as the "Junior Securities")
3
5. Voting Rights. Except as otherwise required by the Corporation's
Articles of Incorporation (as amended), Bylaws, the Texas Business Corporation
Act or any other applicable law, the holders of the Series A Convertible
Preferred Stock shall not have any voting rights with respect to any matter.
6. Take-along Rights. In the event there is a bona fide offer from a third
party to acquire more than fifty per cent of the then outstanding shares of
voting securities of the Corporation, or to acquire control of the Corporation
by other means, each holder of the Series A Convertible Preferred Stock shall
have the right to convert all but not less than all of his or her shares of
Series A Convertible Preferred Stock into Common Stock at the conversion rate of
one share of Common Stock for each share of Series A Convertible Preferred Stock
(the "Converted Shares") and require the Selling Shareholders (herein so called)
to condition their acceptance of the offer on the offeror's agreement
simultaneously (a) to acquire the same proportion of the Converted Shares on the
same terms and conditions applicable to the acquisition of the Selling
Shareholders' shares, and (b) to pay all accumulated dividends on the Series A
Convertible Preferred Stock then in arrears.
7. Conversion Rights. On March 1, 1998, the holders of shares of Series A
Convertible Preferred Stock shall have conversion rights as follows:
(a) Mandatory Conversion or Put Option. Each holder of the Series A
Convertible Preferred Stock shall, within 60 days of but no later than 10 days
before March 1, 1998, by written notice to the Secretary of the Corporation,
elect either (i) to convert all of his, her or its shares of Series A
Convertible Preferred Stock into the Corporation's Common Stock at the rate of
one share of Common Stock for each share of Series A Convertible Preferred Stock
(the "Conversion Option"), or (ii) to demand that the Corporation repurchase all
of his, her or its shares of Series A Convertible Preferred Stock at the Stated
Value per share (the "Redemption Option"), the election of either (i) or (ii)
above by the holder or holders of the Series A Convertible Preferred Stock being
mandatory and, once made as provided above, irrevocable. A holder of the Series
A Convertible Preferred Stock who does not provide the written election
described in the preceding sentence shall be deemed to have elected the
Conversion Option. The Corporation shall undertake to prepare, authorize and
issue all such Common Stock to be issued in connection with shares subject to
the Conversion Option and to arrange for the payment for the shares subject to
the Redemption Option, and shall cause such payment or conversion to be made at
the expense of the Corporation not later than March 15, 1998.
(b) Taxes. The Corporation will pay any documentary stamp and similar
taxes (other than income taxes and ad valorem taxes) that may be payable in
respect to any issue or delivery of shares of Common Stock on conversion of the
Series A Convertible Preferred Stock pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be
4
payable in respect to any transfer involved in the issue and delivery of shares
of Common Stock in a name other than that in which the Series A Convertible
Preferred Stock so converted was registered, and no such issue or delivery
shall be made unless and until the person requesting such issue or delivery has
paid to the Corporation the amount of any such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid. To the extent any
tax is payable upon redemption, such tax is the responsibility of the
shareholder.
8. Notices of Record Date. The Corporation shall mail by first class mail
or recognized courier service to the holders of the Series A Convertible
Preferred Stock at their last known address shown on the stockbook of the
Corporation a notice in the event that the Corporation shall propose at any time
to do any of the following:
(a) to declare any dividend or distribution upon the Common Stock or
the Series A Convertible Preferred Stock, whether in cash, property, stock or
securities, whether or not a regular cash dividend and whether or not out of
earnings or surplus;
(b) to offer for subscription pro rata to the holders of any class or
series of its stock any additional shares of stock of any class or series or
other rights;
(c) to effect any reclassification or recapitalization of the Common
Stock or the Series A Convertible Preferred Stock outstanding involving a change
in the Common Stock or the Series A Convertible Preferred Stock, respectively;
or
(d) to merge or consolidate with or into any other corporation, or
sell, lease or convey all or substantially all its property or business, or to
liquidate, dissolve or wind up.
Notice of an event described in parts (b), (c), and (d) above shall be sent to
the holders of the Series A Convertible Preferred Stock at least twenty days
prior to the date on which a record shall be taken in connection with such
event.
9. Amendment. Except as may otherwise be required by the laws of the State
of Texas, the provisions of this Statement may be amended or compliance by the
Corporation herewith waived only by the affirmative vote or written consent of a
holder or the holders of more than fifty percent of the issued and outstanding
shares of Series A Convertible Preferred Stock.
IN WITNESS WHEREOF, the undersigned have executed this Statement on behalf
of the Corporation as of the 13th day of January 1995.
5
GATEWAY TECHNOLOGIES, INC.,
/s/ Richard E. Cree
----------------------------------------
Name: Richard E. Cree
Title: President
6
FILED
In the Office of the
Secretary of State of Texas
JUN 14 1999
Corporations Section
ARTICLES OF MERGER
MERGING
T-NETIX ACQUISITION CORP.
INTO
GATEWAY TECHNOLOGIES, INC.
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act ("TBCA"), these Articles of Merger are executed and filed for
purposes of merging T-NETIX ACQUISITION CORP. into GATEWAY TECHNOLOGIES, INC.
ARTICLE I
NAME AND JURISDICTION
The parties to the Agreement and Plan of Merger are Gateway Technologies,
Inc., a Texas corporation ("Gateway"), and T-NETIX, Inc., a Colorado corporation
("T-NETIX"), and T-NETIX Acquisition Corp., a Colorado corporation ("TAC").
ARTICLE II
RESOLUTION
The resolution approving the merger of TAC and Gateway and the Agreement
and Plan of Merger (the "Agreement") was adopted by the Board of Directors of
Gateway on the 9th day of February, 1999, and is attached hereto as Exhibit A.
The resolution approving the merger of TAC and Gateway and the Agreement
was adopted by the Board of Directors of TAC on the 9th day of February, 1999,
and is attached hereto as Exhibit B. Approval of the Agreement was duly
authorized by all action required by the laws under which TAC was incorporated
and by its constituent documents.
ARTICLE III
ARTICLES OF INCORPORATION
The Articles of Incorporation of Gateway shall be the Articles of
Incorporation of the surviving corporation without amendment.
ARTICLE IV
AGREEMENT ON FILE
The Agreement executed on February 10, 1999, is on file at the principal
office of Gateway, the surviving corporation, at 1544 Valwood Parkway, Suite 102
Carrolton, Texas 75006. A copy of the Agreement will be provided, upon written
request and without cost, to each shareholder of Gateway
1
ARTICLE V
OUTSTANDING SHARES
Gateway has 729,004 outstanding shares of common stock.
TAC has 729,004 outstanding shares of common stock.
ARTICLE VI
SHAREHOLDER APPROVAL
On March 20,1999, the shareholders of Gateway approved the Agreement. The
number of shares voted for the Agreement was 729,004, and the number of shares
voted against the Agreement was 0.
On February 8, 1999, the sole shareholder of TAC approved the Agreement.
The number of shares voted for the Agreement was 729,004, and the number of
shares voted against the Agreement was 0.
ARTICLE VII
SERVICE OF PROCESS
Following the Merger, Gateway survives the Merger and may be served with
process in the State of Texas in any proceeding for enforcement of any
obligation of Gateway as well as for enforcement of any obligation of the
Surviving Corporation arising from the Merger, including any suit or proceeding
to enforce the right of any stockholder, and it does hereby irrevocably appoint
the Secretary of State of Texas as its agent to accept service of process in any
such suit or other proceeding. The address to which a copy of such process shall
be mailed by the Secretary of State is 1544 Valwood Parkway, Suite 102,
Carrolton, Texas 75006, until the Surviving Corporation shall have hereafter
designated in writing to the said Secretary of State a different address for
such purpose. Service of such process may be made by personally delivering to
and leaving with the Secretary of State of Texas duplicate copies of such
process, one of which copies the Secretary of State of Texas shall forthwith
send by registered mail to Gateway at the above address.
ARTICLE VIII
EFFECTIVE DATE
The Merger shall be effective at 5:01 p.m. Easter Time on June 14, 1999.
2
IN WITNESS HEREOF, the parties to the Agreement have caused these Articles
of Merger to be signed this 14th day of June, 1999.
GATEWAY TECHNOLOGIES, INC.
a Texas corporation
By: /s/ Richard E. Cree
------------------------------------
Name: Richard E. Cree
Title: President
T-NETIX ACQUISITION CORP.,
a Colorado corporation
By: /s/ Illegible
------------------------------------
Name: ___________________
Title: CEO
-3-
FILED
In the Office of the
Secretary of State of Texas
JUN 15 2000
Corporations Section
ARTICLES OF AMENDMENT
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation hereby amends its Articles of Incorporation, and for
that purpose, __________ ___ following statement:
1. The name of the corporation is Gateway Technologies, Inc.
2. Article I of the Articles of Incorporation is hereby amended so as to read as
follows: The name of the corporation is T-NETIX Telecommunications Services,
Inc.
3. The date of adoption of the amendment is May 23, 2000.
4. The amendment was adopted by unanimous written consent of the sole
shareholder. There are 729,004 shares of common stock outstanding and entitled
to vote on the amendment.
GATEWAY TECHNOLOGIES, INC.
By: /s/ Richard E. Cree
-------------------------------
Name: Richard E. Cree
Date: May 23, 2000 Title: President
FILED
In the Office of the
Secretary of State of Texas
JUL 12 2000
Corporations Section
(SEAL)
Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
CHANGE OF REGISTERED AGENT/REGISTERED OFFICE
1. The name of the entity is T-NETIX Telecommunications Services, Inc. and the
file number issued to the entity by the secretary of state is 0105548400
2. The entity is: (Check one.)
[X] a business corporation, which has authorized the changes indicated
below through its board of directors or by an officer of the
corporation so authorized by its board of directors, as provided by
the Texas Business Corporation Act.
[ ] a non-profit corporation, which has authorized the changes indicated
below through its board of directors or by an officer of the
corporation so authorized by its board of directors, or through its
members in whom management of the corporation is vested pursuant to
article 2.14C, as provided by the Texas Non-Profit Corporation Act.
[ ] a limited liability company, which has authorized the changes
indicated below through its members or managers, as provided by the
Texas Limited Liability Company Act.
[ ] a limited partnership, which has authorized the changes indicated
below through its partners, as provided by the Texas Revised Limited
Partnership Act.
[ ] an out-of-state financial institution, which has authorized the
changes indicated below in the manner provided under the laws
governing its formation.
3. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is 408 W. Kingsmill, Suite 322, Pampa, TX 79065
4. [X] A. The address of the NEW registered office is: (Please provide street
address, city, state and zip code. The address must be in Texas.)
c/o CT Corporation System 350 N. St. Paul Street, Dallas, Texas 75201
OR [ ] B. The registered office address will not change.
5. The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is Harold A. Cree
6. [ ] A. The name of the NEW registered agent is CT Corporation System
OR [ ] B. The registered agent will not change.
7. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be
identical, as required by law.
By: /s/ Illegible
------------------------------------
(A person authorized to sign
on behalf of the entity)
INSTRUCTIONS
1. It is recommended that you call (512) 463-5555 to verify the information in
items 3 and 5 as it currently appears on the records of the secretary of
state before submitting the statement for filing. You also may e-mail an
inquiry to corpinfo@sos.state.tx.us. As information on out-of-state
financial institutions is maintained on a separate database, a financial
institution must call (512) 463-5701 to verify registered agent and
registered office information. If the information on the form is
inconsistent with the records of this office, the statement will be
returned.
2. You are required by law to provide a street address in item 4 unless the
registered office is located in a city with a population of 5,000 or less.
The purpose of this requirement is to provide the public with notice of a
physical location at which process may be served on the registered agent. A
statement submitted with a post office box address or a lock box address
will not be filed.
3. An authorized officer of the corporation or financial institution must sign
the statement. In the case of a limited liability company, an authorized
member or manager of a limited liability company must sign the statement. A
general partner must sign the statement on behalf of a limited partnership.
A person commits an offense under the Texas Business Corporation Act, the
Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act
if the person signs a document the person knows is false in any material
respect with the intent that the document be delivered to the secretary of
state for filing. The offense is a Class A misdemeanor.
4. Please attach the appropriate fee:
Business Corporation $15.00
Financial Institution, other than Credit Unions $15.00
Financial Institution that is a Credit Union $ 5.00
Non-Profit Corporation $ 5.00
Limited Liability Company $10.00
Limited Partnership $50.00
Personal checks and MasterCard(R), Visa(R), and Discover(R) are accepted in
payment of the filing fee. Checks or money orders must be payable through a
U.S. bank or other financial institution and made payable to the secretary
of state. Fees paid by credit card are subject to a statutorily authorized
processing cost of 2.1% of the total fees.
5. Two copies of the form along with the filing fee should be mailed to the
address shown in the heading of this form. The delivery address is:
Secretary of State, Statutory Filings Division, Corporations Section, James
Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will
place one document on record and return a file stamped copy, if a duplicate
copy is provided for such purpose. The telephone number is (512) 463-5555,
TDD: (800) 735-2989, FAX: (512) 463-5709.
PUBLIC INFORMATION REPORT (PIR)
NOTIFICATION
A copy of the listed report is not available from the Office of the Secretary of
the State of Texas. Prior to August 2001, the Secretary of State did not retain
a copy of the Public Information Report, which provides management information
made available by the reporting entity. If you have received this notification
in lieu of a copy of a listed report, you may contact the Texas Comptroller of
Public Accounts at (512) 463-4600 to request a copy of the record filed with
the Comptroller.
FILED
In the Office of the
Secretary of State of Texas
MAR 24 2003
Corporations Section
(SEAL)
OFFICE OF THE SECRETARY OF STATE
CORPORATIONS SECTION
P.O. BOX 13697
AUSTIN, TEXAS 78711-3697
CHANGE OF REGISTERED AGENT/REGISTERED OFFICE
1. The name of the entity is T-Netix Telecommunications Services, Inc. and the
file number issued to the entity by the secretary of state is 0105548400
2. The entity is: (Check one.)
[X] a business corporation, which has authorized the changes indicated
below through its board of directors or by an officer of the
corporation so authorized by its board of directors, as provided by
the Texas Business Corporation Act.
[ ] a non-profit corporation, which has authorized the changes indicated
below through its board of directors or by an officer of the
corporation so authorized by its board of directors, or through its
members in whom management of the corporation is vested pursuant to
article 2.14C, as provided by the Texas Non-Profit Corporation Act.
[ ] a limited liability company, which has authorized the changes
indicated below through its members or managers, as provided by the
Texas Limited Liability Company Act.
[ ] a limited partnership, which has authorized the changes indicated
below through its partners, as provided by the Texas Revised Limited
Partnership Act.
[ ] an out-of-state financial institution, which has authorized the
changes indicated below in the manner provided under the laws
governing its formation.
3. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is 350 N. St. Paul Street, Dallas, Texas 75201
4. [X] A. The address of the NEW registered office is: (Please provide street
address, city, state and zip code. The address must be in Texas.)
1614 Sidney Baker Street Kerrville, Texas 78028
OR [ ] B. The registered office address will not change.
5. The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is CT Corporation System
6. [X] A. The name of the NEW registered agent is National Registered Agents,
Inc.
OR [ ] B. The registered agent will not change.
7. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be
identical, as required by law.
By: /s/ Wayne A. Johnson, II
------------------------------------
Secretary
(A person authorized to sign
on behalf of the entity)
INSTRUCTIONS
1. It is recommended that you call (512) 463-5555 to verify the information
in items 3 and 5 as it currently appears on the records of the secretary of
state before submitting the statement for filing. You also may e-mail an
inquiry to corpinfo@sos.state.tx.us. As information on out-of-state
financial institutions is maintained on a separate database, a financial
institution must call (512) 463-5701 to verify registered agent and
registered office information. If the information on the form is
inconsistent with the records of this office, the statement will be
returned.
2. You are required by law to provide a street address in item 4 unless the
registered office is located in a city with a population of 5,000 or less.
The purpose of this requirement is to provide the public with notice of a
physical location at which process may be served on the registered agent. A
statement submitted with a post office box address or a lock box address
will not be filed.
3. An authorized officer of the corporation or financial institution must sign
the statement. In the case of a limited liability company, an authorized
member or manager of a limited liability company must sign the statement. A
general partner must sign the statement on behalf of a limited partnership.
A person commits an offense under the Texas Business Corporation Act, the
Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act
if the person signs a document the person knows is false in any material
respect with the intent that the document be delivered to the secretary of
state for filing. The offense is a Class A misdemeanor.
4. Please attach the appropriate fee:
Business Corporation $15.00
Financial Institution, other than Credit Unions $15.00
Financial Institution that is a Credit Union $ 5.00
Non-Profit Corporation $ 5.00
Limited Liability Company $10.00
Limited Partnership $50.00
Personal checks and MasterCard(R), Visa(R), and Discover(R) are accepted in
payment of the filing fee. Checks or money orders must be payable through a
U.S. bank or other financial institution and made payable to the secretary
of state. Fees paid by credit card are subject to a statutorily authorized
processing cost of 2.1% of the total fees.
5. Two copies of the form along with the filing fee should be mailed to the
address shown in the heading of this form. The delivery address is:
Secretary of State, Statutory Filings Division, Corporations Section, James
Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will
place one document on record and return a file stamped copy, if a duplicate
copy is provided for such purpose. The telephone number is (512) 463-5555,
TDD: (800) 735-2989, FAX: (512) 463-5709.