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EXHIBIT 3.7(a)
RESTATED ARTICLES OF INCORPORATION
OF
HOOKER INDUSTRIES, INC.
I.
The name of this corporation is Hooker Industries, Inc.
II.
The purposes for which this corporation is formed, the specific
business in which the corporation is primarily to engage being set forth in
Paragraph (1) below, are:
(1) The specific business in which the corporation is
primarily to engage is to design, develop, manufacture and market
exhaust systems and other accessories for automobiles and other motor
driven vehicles and to design, develop, manufacture and market
recreational water craft.
(2) To design, develop, manufacture, buy, sell, assemble,
distribute, and to otherwise acquire, or to own, hold, use, sell,
assign, transfer, exchange, lease, license or otherwise dispose of,
and to invest, trade, deal in and with goods, wares, merchandise,
building materials, supplies and all other property of every class and
description.
(3) To purchase, acquire, own, hold, use, lease, either as
lessor or lessee, rent, sublet, grant, sell, exchange, subdivide,
mortgage, deed in trust, manage, improve, cultivate, develop,
maintain, construct, operate, and generally deal in, any and all real
estate, improved or unimproved, stores, office buildings, dwelling
houses, boarding houses, apartment houses, hotels, business blocks,
garages, warehouses, manufacturing plants, and other buildings of any
kind or description, and any and all other property of every kind or
description, real, personal and mixed, and any interest or right
therein, including water and water rights, wheresoever situated, in
California, other states of the United States, the District of
Columbia, territories of the United States and foreign countries.
(4) To purchase, acquire, take, hold, own, use and enjoy,
and to sell, lease, transfer, pledge, mortgage, convey, grant, assign
or otherwise dispose of, and generally to invest, trade, deal in and
with oil royalties, mineral rights of all kinds, mineral bearing lands
and hydrocarbon products of all kinds, oil, gas and mineral leases,
and all rights and interests therein, and in general products of the
earth and deposits, both subsoil and surface, of every nature and
description.
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(5) To enter into, make, perform, and carry out contracts
of every kind for any lawful purpose without limit as to amount, with
any person, firm, association or corporation, municipality, county,
parish, state, territory, government (foreign or domestic) or other
municipal or governmental subdivision..
(6) To become a partner (either general or limited or
both) and to enter into agreements of partnership with one or more
other persons or corporations, for the purpose of carrying on any
business whatsoever which this corporation may deem proper or
convenient in connection with any of the purposes herein set forth or
otherwise, or which may be calculated, directly or indirectly, to
promote the interest of this corporation or to enhance the value of
its property or business.
(7) To acquire, by purchase or otherwise, the good will,
business, property rights, franchises and assets of every kind, with
or without undertaking, either wholly or in part, the liabilities of
any person, firm, association or corporation; and to acquire any
property or business as a going concern or otherwise, (a) by purchase
of the assets thereof wholly or in part, (b) by acquisition of the
shares or any part thereof, or (c) in any other manner; and to pay for
the same in cash or in the shares or bonds or other evidences of
indebtedness of this corporation, or otherwise; to hold, maintain and
operate, or in any manner dispose of the whole or any part of the good
will, business, rights and property so acquired, and to conduct, in
any lawful manner, the whole or any part of any business so acquired;
and to exercise all the powers necessary or convenient in and about
the management of such business.
(8) To take, purchase and otherwise acquire, own, hold,
use, sell, assign, transfer, exchange, lease, mortgage, convey in
trust, pledge, hypothecate, grant licenses in respect of any otherwise
dispose of letters patent of the United States or any foreign country,
patent rights, licenses and privileges, inventions, improvements and
processes, copyrights, trade-marks and trade names, and government,
state, territorial, county and municipal grants and concessions of
every character which this corporation may deem advantageous in the
prosecution of its business or in the maintenance, operation,
development or extension of its properties.
(9) From time to time to apply for, purchase, acquire by
assignment, transfer or otherwise, exercise, carry out and enjoy any
benefit, right, privilege, prerogative or power conferred by, acquired
under or granted by any statute, ordinance, order, license, power,
authority, franchise, commission, right or privilege which any
government or authority or governmental agency or corporation or other
public body may be empowered to enact, make or grant; to pay for, aid
in, and contribute toward carrying the same into effect; and to
appropriate any of this corporation's shares, bonds and/or assets to
defray the costs, charges and expenses thereof.
(10) To subscribe or cause to be subscribed for, and to
take, purchase and otherwise acquire, own, hold, use, sell, assign,
transfer, exchange, distribute and otherwise dispose of, the whole or
any part of the shares of the capital stock, bonds, coupons,
mortgages, deeds of trust, debentures, securities, obligations,
evidences of
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indebtedness, notes, good will, rights, assets and property of any and
every kind, or any part thereof, of any other corporation or
corporations, associations or associations, firm or firms, or person
or persons, together with the shares, rights, units or interests in or
in respect of any trust estate, now or hereafter existing, and whether
created by the laws of the State of California or of any other state,
territory or country; and to operate, manage and control such
properties, or any of them, either in the name of such other
corporation or corporations or in the name of this corporation, and,
while the owner of any of said shares of capital stock, to exercise
all of the rights, powers and privileges of ownership of every kind
and description, including the right to vote thereon, with power to
designate some person or persons for that purpose from time to time,
and to the same extent as natural persons might or could do.
(11) To promote or to aid in any manner, financially or
otherwise, any person, firm, corporation or association of which any
shares of stock, bonds, notes, debentures or other securities or
evidences of indebtedness are held directly or indirectly by this
corporation; and for this purpose to guarantee the contracts,
dividends, shares, bonds, debentures, notes and other obligations of
such other persons, firms, corporations or associations; and to do any
other acts or things designed to protect, preserve, improve or enhance
the value of such shares, bonds, notices, debentures or other
securities or evidences of indebtedness.
(12) To borrow and lend money, but nothing herein contained
shall be construed as authorizing the business of banking, or as
including the business purposes of a commercial bank, savings bank or
trust company.
(13) To issue bonds, notes, debentures or other obligations
of this corporation from time to time for any of the objects or
purposes of this corporation, and to secure the same by mortgage, deed
of trust, pledge or otherwise, or to issue the same unsecured; to
purchase or otherwise acquire its own bonds, debentures or other
evidences of its indebtedness or obligations; to purchase, hold, sell,
and transfer the shares of its own capital stock to the extent and in
the manner provided by the laws of the State of California as the same
are now in force or may be hereafter amended.
(14) To conduct and carry on, directly or indirectly,
research, development and promotional or experimental activities, and
to promote or aid financially or otherwise, any person, firm or
corporation engaged in such activities, or any of them.
(15) To carry on any business whatsoever, either as
principal, agent or partner, which this corporation may deem proper or
convenient in connection with any of the foregoing purposes or
otherwise, or which may be calculated directly or indirectly to
promote the interests of this corporation or to enhance the value of
its property or business; and to conduct its business in this state,
in other states, in the District of Columbia, in the territories of
the United States, and in foreign countries.
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(16) To have and to exercise all the powers conferred by
the laws of California upon corporations formed under the laws
pursuant to and under which this corporation is formed, as such laws
are now in effect or may at any time hereafter be amended.
The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, and the purposes and powers stated in each clause
shall, except where otherwise expressed, be in nowise limited or restricted by
any reference to or inference from the terms or provisions of any other clause,
but shall be regarded as independent purposes and powers.
III.
The county in the State of California where the principal office for
the transaction of business is located is the County of San Bernardino.
IV.
The authorized number of directors shall be not less than eight (8)
nor more than eleven (11) until changed by amendment of the Articles of
Incorporation or by a By-Law duly adopted by the shareholders. The exact number
of directors shall be specified by a by-law or amendment thereof duly adopted
by the shareholders or by the Board of Directors.
The names and addresses of the persons who were appointed to act as
the first directors of this corporation were stated in this original Articles
of Incorporation of this corporation as follows:
William H. Casler 839 West Berkeley Court
Ontario, California
Gary Hooker 846 West Berkeley Court
Ontario, California
Newell H. Casler 3530 Beechwood
Lynwood, California
V.
This corporation is authorized to issue two classes of shares of stock
to be designated, respectively, "Common Stock" and "Preferred Stock"; the total
number of such shares shall be two million five hundred thousand (2,500,000);
the total number of shares of Common Stock shall be two million (2,000,000) and
the par value of each share shall be ten cents ($.10); and the total number of
shares of Preferred Stock shall be five hundred thousand (500,000) and the par
value of each share shall be one dollar ($1). The aggregate par value of all
shares is $700,000.
Upon the filing in the Office of the Secretary of State of California
of the Certification of Amendment of the Articles of Incorporation of this
corporation whereby this Article V is
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amended to read as herein set forth, the 198,990 shares of Common Stock, no par
value, of this corporation, being all of the shares of stock of this
corporation then outstanding, shall be thereupon split up, subdivided and
changed on a pro rata basis into 596,970 shares of Common Stock of the par
value of $.10 per share and each person then holding of record issued and
outstanding shares of Common Stock, no par value, of this corporation shall be
entitled to and shall receive a stock certificate or certificates to evidence
and represent the number of additional shares of Common Stock of the par value
of $.10 per share to which he becomes entitled by reason of such stock split,
subdivision and change on the basis of two (2) additional shares for each such
share so held of record.
VI.
Shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), redemption price or
prices, and liquidation preferences of any wholly unissued series of shares of
Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or all or any of them; and to increase or decrease the
number of shares constituting any series subsequent to the issue of shares of
that series, but not below the number of shares of such series.
IN WITNESS WHEREOF, the undersigned, GARY R. HOOKER and WILLIAM H.
CASLER, the duly elected and acting President and Secretary, respectively, of
Hooker Industries, inc., a California corporation, have executed this
certificate entitled "RESTATED ARTICLES OF INCORPORATION OF HOOKER INDUSTRIES,
INC." the 30th day of March, 1973.
/S/ Gary R. Hooker
--------------------------------------------
GARY R. HOOKER
President
Hooker Industries, Inc.
/S/ William H. Casler
--------------------------------------------
WILLIAM H. CASLER
Secretary
Hooker Industries, Inc.
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SECRETARY OF CALIFORNIA )
) ss.:
COUNTY OF SAN BERNARDINO )
GARY R. HOOKER and WILLIAM H. CASLER being by me duly sworn, depose
and say: That they are the President and Secretary, respectively, of Hooker
Industries, Inc., a California corporation, and that they have read the
foregoing certificate entitled "RESTATED ARTICLES OF INCORPORATION OF HOOKER
INDUSTRIES, INC."; that they have been authorized to execute the certificate by
resolution of the Board of Directors of the corporation adopted on the 5th day
of February, 1973, at Ontario, California; and, that the certificate correctly
sets forth the text of the Articles of Incorporation as amended to the date of
the certificate.
/S/ Gary R. Hooker
--------------------------------------------
GARY R. HOOKER
/S/ William H. Casler
--------------------------------------------
WILLIAM H. CASLER
Subscribed and sworn to before
me this ____ day of March, 1973
/S/
- -----------------------------------
Notary Public in and for the
State of California
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
HOOKER INDUSTRIES, INC.
Gary R. Hooker and David v. Spangler certify that:
1. They are the Chairman and President and Secretary,
respectively, of Hooker Industries, Inc., a California corporation (the
"Corporation").
2. Article IV of the Articles of Incorporation of the
Corporation is amended (the "Amendment") to read in its entirety as follows:
"IV.
The authorized number of directors shall be three
until changed by amendment of the Articles of Incorporation
or by a By-Law duly adopted by the shareholders.
The names and addresses of the persons who were
appointed to act as the first directors of this corporation
were stated in the original Articles of Incorporation of this
corporation as follows:
William H. Casler 839 West Berkeley Court
Ontario, California
Gary Hooker 846 West Berkeley Court
Ontario, California
Newell H. Casler 3530 Beechwood
Lynwood, California
3. The foregoing Amendment of the Articles of Incorporation has
been duly approved by the Board of Directors of the Corporation.
4. The Corporation has only Common Stock outstanding. The
Amendment was approved by the required vote of the shareholders pursuant to
Section 902 of the California General Corporation Law.
5. The Corporation has 330,354 shares of Common Stock issued
and outstanding.
6. The number of shares voting in favor of the amendment equaled
or exceeded the vote required. The percentage vote required was more than 50%.
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We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment on July 21, 199.
/S/ Gary R. Hooker
--------------------------------------------
Gary R. Hooker
Chairman
/S/ David V. Spangler
--------------------------------------------
David V. Spangler
President and Secretary
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CERTIFICATE OF OWNERSHIP
OF
HOLLEY ACQUISITION CORP.
Jeffrey G. King and Robert L. Wineland do hereby certify that:
1. They are the President and Secretary of Holley Acquisition
Corp., a California corporation.
2. This corporation owns at least 90 percent of the outstanding
shares of each class of stock of Hooker Industries, Inc., a
corporation organized under the laws of the State of
California ("Subsidiary").
3. The Board of Directors of this corporation has approved the
Plan of Merger, attached hereto as Exhibit A (the "Plan of
Merger").
4. The Board of Directors of Subsidiary has approved the Plan of
Merger, including the consideration to be received by each
share of Subsidiary not owned by this corporation.
5. The principal terms of the Plan of Merger were approved by
the required majority vote of the outstanding shares of this
corporation.
We declare under penalty of perjury under the laws of the State of
California, that the foregoing is true and correct of our own knowledge.
Dated: August 20, 1999
/S/ Jeffrey G. King
--------------------------------------------
Jeffrey G. King, President
/S/ Robert L. Wineland
--------------------------------------------
Robert L. Wineland, Secretary
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EXHIBIT A
TO
CERTIFICATE OF OWNERSHIP
PLAN OF MERGER
The following corporations are parties to this Plan of
Merger: Holley Acquisition Corp., a California corporation ("HAC"), and Hooker
Industries, Inc., a California corporation ("Hooker").
1. HAC has acquired and now owns 90% or more of the
outstanding shares of capital stock of Hooker.
2. HAC shall be merged into Hooker.
3. Each outstanding share of Hooker not owned by HAC
immediately prior to the merger shall be converted into cash in the amount of
$64.07. Each outstanding share of Hooker owned by HAC immediately prior to the
merger shall be canceled.
4. Upon the merger, each outstanding common share of HAC
shall be converted into one common share of Hooker.
5. Each holder of shares of Hooker shall thereupon
surrender the share certificate of certificates to Hooker and shall be entitled
to receive in exchange therefor cash into which the shares theretofore
represented by the certificate or certificates so surrendered shall have been
converted in accordance with paragraph 3.
6. Each holder of shares of HAC shall thereupon surrender
the share certificate or certificates to Hooker and shall be entitled to
receive a share certificate into which the shares theretofore represented by
the certificate or certificates so surrendered shall have been converted in
accordance with paragraph 4.
7. Hooker shall assume any and all liabilities of HAC.