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EXHIBIT 3.3
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCTOBER 29, 1993
/s/ CHERYL A. LAU
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CHERYL A. LAU, SECRETARY OF STATE
THIS FORM SHOULD ACCOMPANY AMENDED AND/OR RESTATED
ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION
1. Name of corporation: Cactus Pete's, Inc.
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2. Date of adoption of Amended and/or Restated Articles: October 26, 1993
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3. If the articles were amended, please indicate what changes have been made:
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(a) Was there a name change? Yes [ ] No [X]. If yes, what is the new name?
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(b) Did you change your resident agent? Yes [ ] No [X]. If yes, please
indicate new address:
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(c) Did you change the purposes? Yes [X] No [ ]. Did you add Banking? [ ],
Gaming? [ ] Insurance? [ ], None of these [X]
(d) Did you change the capital stock? Yes [X] No [ ]. If yes, what is the new
capital stock? The number of shares authorized and their par value have
not changed. The rights and preferences of the holders of preferred stock
have been changed. There is no preferred stock currently issued.
(e) Did you change the directors? Yes [X] No [ ]. If yes, indicate the
change: The limitation on the maximum number of directors has been
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deleted.
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(f) Did you add the directors liability provision? Yes [X] [No].
(g) Did you change the period of existence? Yes [ ] No [X]. If yes, what is
the new existence?
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(h) If none of the above apply, and you have amended or modified the
articles, how did you change your articles? See attachment.
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/s/ CRAIG H. NEILSEN, President
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Name and Title of Officer
October 26, 1993
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Date
STATE OF NEVADA )
) ss.
COUNTY OF ELKO )
On October 26, 1993 personally appeared before me, a Notary Public,
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Craig H. Neilsen, who acknowledged that he/she executed the above document.
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/s/ M.J. FREILICK
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[SEAL] NOTARY PUBLIC
M.J. FREILICK
NOTARY PUBLIC
State of Nevada
Elko County, Nevada
My appointment expires Nov. 18, 1994
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ATTACHMENT TO FORM NEV-797 (2/9/90)
CACTUS PETE'S, INC.
Paragraph 3(h):
1. Article Second, which prior to the amendment provided for a
principal place of business in Nevada, is deleted in its entirety and in lieu
thereof a new Article II has been adopted which identifies the current resident
agent and address of the Corporation. The amendment does not change the identity
of the resident agent.
2. Article Third, which had provided a list of business purposes, has
been deleted in its entirety. In lieu thereof a new Article III has been adopted
which provides that the Corporation may engage in gaming and such business or
activity not forbidden by law or the Articles of Incorporation.
3. Article Fourth, which prior to the amendment designated the capital
stock of the Corporation, has been redesignated as Article IV and has been
amended by deleting the description of the rights and preferences of the
preferred stock, and inserting in lieu thereof a provision that provides that
the Board of Directors shall fix and determine in a resolution the price, series
and numbers of each class or series of preferred stock. There is not now nor has
there ever been any preferred stock issued.
4. Article Fifth, which describes the Board of Directors, has been
redesignated Article V, and has been amended to delete
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the maximum number of directors. The Article now provides that the Corporation
shall have at least one director, with the exact number to be set by the Board
of Directors by resolution.
5. Article Sixth, which had provided that the issued and outstanding
stock of the Corporation was nonassessable, has been deleted in its entirety.
Article Sixth, prior to its deletion, also contained certain restrictions
imposed by the Nevada Gaming Commission. The substance of those limitations is
now contained in a new Article VII.
6. Article Seventh, which had identified the name and address of the
initial incorporators, has been deleted in its entirety.
7. Article Eighth, which had provided for a perpetual existence, has
been deleted in its entirety.
8. Article Ninth, which had provided that the By-Laws could be made,
altered, amended, or repealed by the Board of Directors, has been deleted in its
entirety.
9. Article Tenth, which had provided that only stockholders could be
members of the Board of Directors, has been deleted in its entirety.
10. Article Eleventh, which had provided that a sale or transfer of the
stock of the Corporation was subject to a right of "first option" in the
Corporation, has been deleted in its entirety.
11. A new Article VI has been adopted, which provides for a limitation
upon Directors' liability.
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12. A new Article VII has been adopted, which provides for certain
limitations imposed by the Nevada Gaming Control Commission. The substance of
this new Article VII had previously been contained in Article Sixth.
13. A new Article VIII has been adopted, which article eliminates any
preemptive rights of the stockholders.
14. Numerous stylistic changes have been made throughout.
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCTOBER 29, 1993
CHERYL A. LAU, SECRETARY OF STATE
/S/ CHERYL A. LAU
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF ARTICLES OF INCORPORATION
OF
CACTUS PETE'S, INC.
CACTUS PETE'S, INC., a corporation organized under the laws of the State
of Nevada, by its president and assistant secretary does hereby certify:
1. That the Board of Directors of said corporation by written consent
dated October 26, 1993, passed a resolution declaring that the amendment and
restatement of the articles of incorporation of the corporation attached hereto
is advisable.
2. That the number of shares of the corporation outstanding and entitled
to vote on an amendment to the articles of incorporation is 100; that the said
change, amendment and restatement has been consented to and authorized by the
written consent of stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, the corporation has caused this certificate to be
signed by its president and its assistant secretary this 26th day of October
1993.
Cactus Pete's, Inc.
By: /s/ CRAIG H. NEILSEN
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Craig H. Neilsen, President
By: /s/ BARBARA MILLER
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Barbara Miller, Assistant Secretary
STATE OF NEVADA )
)ss.
COUNTY OF ELKO )
This instrument was acknowledged before me on October 26, 1993, by Craig
H. Neilsen as President and Barbara Miller as Assistant Secretary of Cactus
Pete's Inc.
/s/ M. J. FREILICK
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Notary Public
My Commission Expires:
November 11, 1994
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APPROVED FOR COMPLIANCE M.J. FREILICK
WITH NRS CHAPTER 463 ONLY NOTARY PUBLIC
Nevada Gaming Commission State of Nevada
Elko County, Nevada
By: /s/ Marilyn Epling My appointment expires Nov. 16, 1994
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Dated: October 28, 1993
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RESTATED ARTICLES OF INCORPORATION
OF
CACTUS PETE'S, INC.
A Corporation for the transaction of any lawful business under the Nevada
General Corporation Law, Chapter 78 of the Nevada Revised Statutes, is hereby
declared and filed with the Secretary of State of the State of Nevada as
follows:
ARTICLE I - NAME
The name of the Corporation is Cactus Pete's, Inc.
ARTICLE II - RESIDENT AGENT
The Corporation's resident agent and the street address where process may
be served upon the Corporation is:
Thomas M. Steinbauer
c/o Cactus Pete's, Inc.
P. O. Box 508
Highway 93
Jackpot, NV 89825
ARTICLE III - PURPOSES
The purpose for which the Corporation is formed are:
(a) To conduct gaming in the State of Nevada in accordance with the
laws of the State of Nevada and the United States of America; and
(b) To engage in any other business or activity not forbidden by law
or these Articles of Incorporation.
ARTICLE IV - STOCK
The aggregate number of shares of capital stock which the Corporation
shall be authorized to issue is 3,000 shares, which shall be divided into a
maximum of 1,500 shares of Common Stock, par value Fifty Dollars ($50.00) per
share; and a maximum of 1,500 shares of Preferred Stock, par value one cent
($0.01) per share, being divided into any number of
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series and each series having such voting, dividend, redemption and preference
rights as may from time to time be declared by resolution of the board of
Directors of the Corporation filed with the Secretary of State.
ARTICLE V - BOARD OF DIRECTORS
The members of the governing board of the Corporation are styled
"Directors",; and there shall at all times be elected and serving no less than
one (1) Director, with the exact number to be determined from time to time by
the Board of Directors by resolution. Such Directors shall comprise the Board of
Directors of the Corporation.
ARTICLE VI - LIMITATION UPON DIRECTORS' LIABILITY
No Director or officer of the Corporation shall be personally liable to
the Corporation or its stockholders for damages for breach of fiduciary duty as
a Director or officer; provided, however, that the foregoing provision does not
eliminate or limit the liability of a Director or officer of the Corporation
for:
(a) Acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or
(b) The payment of distributions in violation of Nevada Revised
Statutes 78.300. If the Private Corporations law of Nevada is hereafter
amended or interpreted to eliminate or limit further the personal
liability of Directors of officers, then the liability of all Directors
and officers shall be eliminated or limited to the full extent then so
permitted.
Any repeal or modification of this Article VI shall be prospective only.
In the event of any conflict between this Article VI and any other Article of
the Corporation's Articles of Incorporation, the terms and provisions of Article
VI shall control.
ARTICLE VII - GAMING LAW COMPLIANCE
1. The Corporation shall not issue any stock or securities except in
accordance with the provisions of the Nevada Gaming Control Act and the
regulations thereunder. The issuance of any stock or securities in violation
thereof shall be ineffective and such stock or securities shall be deemed not to
be issued and outstanding until (1) the Corporation shall cease to be subject to
the jurisdiction of the Nevada Gaming Commission, or )2 the Nevada Gaming
Commission shall, by affirmative action, validate said issuance or waive any
defect in issuance.
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2. No stock or securities issued by the Corporation and no interest, claim
or charge therein or thereto shall be transferred in any manner whatsoever
except in accordance with the provisions of the Nevada Gaming Control Act and
the regulations thereunder. Any transfer in violation thereof shall be
ineffective until (1) the Corporation shall cease to be subject to the
jurisdiction of the Nevada Gaming Commission, or (2) the Nevada Gaming
Commission shall, by affirmative action, validate said transfer or waive any
defect in said transfer.
3. If the Nevada Gaming Commission at any time determines that a holder of
stock or other securities of the Corporation is unsuitable to hold such
securities, then until such securities are owned by persons found by the
Commission to be suitable to own them, (a) the Corporation shall not be required
or permitted to pay any dividend or interest with regard to the securities, (b)
the holder of such securities shall not be entitled to vote on any matter as the
holder of the securities, and such securities shall not for any purposes be
included in the securities of the Corporation entitled to vote, and (c) the
Corporation shall not pay any remuneration in any form to the holder of the
securities.
ARTICLE VIII - PREEMPTIVE RIGHTS
No stockholder shall have any preemptive rights to acquire any stock of
the Corporation.
APPROVED FOR COMPLIANCE
WITH NRS CHAPTER 463 ONLY
Nevada Gaming Commission
By: /s/ MARILYN EPLING
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Marilyn Epling
Dated: October 28, 1993
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