EXHIBIT 3.1
(INTEGRATED VERSION)
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION'
OF
SPEEDFAM-IPEC, INC.
ARTICLE FIRST: The name of the corporation is:
SPEEDFAM-IPEC, INC.
ARTICLE SECOND: The addresses of its registered agent and registered
office in the State of Illinois is: James N. Farley, 509 North Third Avenue, Des
Plaines 60016-1198, County of Cook; and David S. Crossett, 111 West Monroe
Street - 18th Floor, Chicago 60603-4080, County of Cook.
ARTICLE THIRD: The duration of the corporation is perpetual.
ARTICLE FOURTH: The purposes for which the corporation is organized are to
manufacture, buy, sell, lease, operate and generally deal in and with machines,
materials and with personal property of every kind and description; to acquire,
own, use, lease, mortgage, convey, and otherwise dispose of and deal in real
property or any interest therein.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, and property, and to undertake, or assume,
conditionally or unconditionally, the whole or any part of the obligations or
liabilities of any person, firm, association, or corporation.
To acquire, hold, use, sell assign, lease, grant licenses in respect
of, mortgage or 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, relating to
or useful in connection with any business of this corporation.
To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof.
To borrow or raise moneys for any of the purposes of the corporation,
and from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, warrants, bonds, debentures
and other negotiable or non-negotiable instruments and evidences of indebtedness
and to secure the payment of any thereof and of the interest thereon by mortgage
upon or pledge, conveyance or assignment in trust of the whole or any part of
the property of the corporation, whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of such bonds or other
obligations of the corporation for its corporate purposes.
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To loan to any person, firm or corporation any of its surplus funds,
either with or without security.
ARTICLE FIFTH: The aggregate number of shares which the corporation is
authorized to issue is 61,000,000, divided into two classes consisting of
1,000,000 shares designated as Preferred Stock, without par value, issuable in
series as hereinafter provided (hereinafter referred to as the "Preferred
Stock"), and 60,000,000 shares designated as Common Stock, without par value
(hereinafter referred to as the "Common Stock").
The preferences, qualifications, limitations, restrictions, and the
special or relative rights in respect of the shares of each class hereinabove
designated shall be as follows:
Section 1. Issuance of Preferred Stock in Series. The Preferred Stock
may be divided into and issued from time to time as shares of one or more
series, each series to be appropriately designated by a distinguishing number,
letter, or title prior to the issue of any shares thereof. The Preferred Stock
of all series shall be of the same class and of equal rank and shall be
identical except as to the terms that may be fixed by the Board of Directors as
hereinafter in this Section 1 provided. All shares of each series shall be alike
in every particular. Before any shares of Preferred Stock of any series shall be
issued, the Board of Directors shall fix and is hereby expressly empowered to
fix, in the manner provided by law, the following relative rights and
preferences, in respect of any or all of which there may be variations between
different series:
(i) The designation of such series and the number of shares which
shall constitute such series, which number may, unless the
authorized number of shares of such series shall be limited,
be increased or decreased (but not below the number of shares
thereof, if any, then outstanding) from time to time by like
action of the Board of Directors:
(ii) The rate of dividend;
(iii) The price at and the terms and conditions under which shares
may be redeemed;
(iv) The amount payable on shares of series in the event of any
voluntary liquidation, dissolution or winding up of the
affairs of the corporation;
(v) The amount payable on shares of such series in the event of
any involuntary liquidation, dissolution or winding up of the
affairs of the corporation
(vi) Any sinking fund provisions for the redemption or purchase of
shares;
(vii) The terms and conditions under which shares may be converted,
if the shares of any series are issued with the privilege of
conversion;
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(viii) The limitation of denial of voting rights, or the grant of any
special voting rights providing for the required approval of a
specified proportion of the shares of any series for any
specified corporate action;
so far as not inconsistent with the provisions of this Article Five applicable
to all series of Preferred Stock. Shares of Preferred Stock shall be issued only
as full-paid and nonassessable shares.
All or any shares of any series of Preferred Stock at any time
redeemed, purchased or acquired by the corporation shall, at the discretion of
the Board of Directors, (1) constitute treasury shares of (2) he canceled in
accordance with law; provided, however, that any such canceled shares shall not
be reissued as shares of the same series, but shall become authorized and
unissued shares of Preferred Stock undesignated as to series.
Section 2. Dividends. Out of any source lawfully available for the
payment of dividends, as and when declared by the Board of Directors, the
holders of Preferred Stock of each series shall be entitled to receive dividends
at, but not exceeding, the maximum dividend rate fixed for such series and
expressed in the certificates therefore, and accruing from the date of original
issue of each share of such stock, before any dividends shall be declared or
paid or set apart for payment on the Common Stock and before any sum shall be
paid or set apart for the purchase or redemption of any Preferred Stock.
After full dividends on Preferred Stock for all past dividend periods
and for the then current dividend period shall have been declared and paid, or
set apart for payment, then, and not otherwise, dividends may be declared and
paid out of any remaining source lawfully available for the payment thereof upon
the Common Stock ratably, share and share alike, to the exclusion of the holders
of Preferred Stock.
Section 3. Liquidation. Dissolution or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the corporation, the holders of the Preferred Stock of each series shall be
entitled to receive in cash for each share thereof the amount, of any, fixed for
the respective series as herein provided, with an amount equal to any accrued
and unpaid dividends thereon to the date fixed for such payment, before any
distribution of the assets shall be made to the holders of Common Stock. After
such payment shall have been made in full to the holders of the outstanding
Preferred Stock or funds necessary for such payment shall have been set aside by
the corporation in trust for the account of the holders of the outstanding
Preferred Stock so as to be and continue available therefor, the remaining
assets of the corporation shall be divided and distributed among the holders of
the Common Stock ratably, share and share alike. If, upon such liquidation,
dissolution or winding up, the assets of the corporation distributable aforesaid
among the holders of the Preferred Stock shall be insufficient to permit the
payment to them of said amount, the entire assets shall be distributed ratably
according to their respective interest among the holders of the Preferred Stock.
A consolidation or merger of the corporation or any purchase or redemption of
the stock of the corporation or any purchase or redemption of stock of the
corporation of any class shall not be regarded as a liquidation, dissolution or
winding up of the affairs of the corporation within the meaning of this Section
3.
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Section 4. Common Stock. Subject to the foregoing provisions of this
Article Five, such dividends (payable in cash, stock or otherwise) as may be
determined by the Board of Directors may be declared and paid out of funds
legally available therefore upon the Common Stock of the corporation from time
to time.
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the corporation, after payment to the holders of
Preferred Stock of the amounts to which they are entitled as hereinbefore
provided, the holders of the Common Stock shall be entitled to share ratably in
all assets then remaining subject to distribution to the shareholders.
Section 5. No Pre-Emptive Rights. No holder of any shares of the
capital stock of the corporation shall be entitled as of right to purchase or
subscribe for any unissued stock of any class or any additional shares of any
class to be issued by reason of any increase of the authorized capital stock of
this corporation of any class, or bonds, certificates of indebtedness,
debentures or other securities convertible into stock of this corporation of any
class, or bonds, certificates of indebtedness, debentures or other securities
convertible into stock of this corporation or carrying any right to purchase
stock of any class, but any such unissued stock or such additional authorized
issue of any stock or of other securities convertible into stock or carrying any
right to purchase stock, may be issued and disposed of pursuant to resolution of
the Board of Directors to such persons, firms, corporations or associations and
upon such terms as may be deemed advisable by the Board of Directors in the
exercise of its discretion.
Section 6. Voting Rights. Each outstanding share of Common Stock shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Each outstanding share of a series of Preferred Stock shall be
entitled to vote if, and to the extent, voting rights are accorded such series
by the Board of Directors as provided herein.
ARTICLE SIXTH: Paragraph 1. The manner in which said amendment or amendments
effect a change in the amount of stated capital or the amount of paid-in
surplus, or both, is as follows:
Not Applicable.
Paragraph 2. The amounts of stated capital and of paid-in surplus as
changed by this amendment are as follows:
Before Amendment After Amendment
Stated capital............. $ $
Paid-in surplus........... $ $
ARTICLE SEVENTH: The corporation will not commence business until at least one
thousand dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHTH: The number of directors to be elected at the first meeting of
the shareholders is: four.
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ARTICLE NINTH: Paragraph 1. It is estimated that the value of all property to be
owned by the corporation for the following year wherever located will be $
Paragraph 2. It is estimated that the value of the property to be
located within the State of Illinois during the following year will be $
Paragraph 3: It is estimated that the gross amount of business which
will be transacted by the corporation during the following year will be $
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $
ARTICLE TEN: OTHER PROVISIONS
(a) Director Liability. The Directors of the Corporation shall not
be liable to the Corporation or to the shareholders of the Corporation for
monetary damages for breach of fiduciary duties as a Director, provided that
this provision shall not eliminate or limit the liability of a director (i) for
any breach of the Director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law, (iii) under Section
8.65 of the Illinois Business Corporation Act or (iv) for any transaction from
which the Director derived an improper personnel benefit.
(b) Voting Requirements. Except where a higher approval and vote
is expressly required by any provision of applicable law which may not be
superseded by a provision of the articles of incorporation, any provision of
applicable law which (a) unless otherwise provided in the articles of
incorporation requires the approval and affirmative vote of the holders of
two-thirds or more of the outstanding shares entitled to vote on a corporate
action or two-thirds or more of the outstanding shares of any class or series of
shares entitled to vote as a class on a corporate action, including, but not
limited to, the following corporate actions: (i) amendment to the articles of
incorporation, (ii) adopting of a plan of merger, consolidation or share
exchange, (iii) sale, lease, exchange or other disposition of all, or
substantially all, of the corporation's properties and assets other than in the
usual and regular course of the corporation's business, and (iv) dissolution of
the corporation, and (b) permits the articles of incorporation to provide for a
lesser approval and affirmative vote, shall only require the approval and
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote on the corporate action, and a majority of the outstanding shares of
each class or series of shares entitled to vote as a class on the corporate
action.
ARTICLE ELEVEN: CUMULATIVE VOTING. Cumulative voting for Directors shall not be
permitted.
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