Exhibit 3.1
ARTICLES OF INCORPORATION
OF
NATURAL GAS SERVICES GROUP, INC.
The undersigned, who, if a natural person, is eighteen years of age or
older, hereby establishes a corporation pursuant to the Colorado Business
Corporation Act, as amended, and adopts the following Articles of Incorporation:
ARTICLE I.
NAME
The name of the corporation is Natural Gas Services Group, Inc.
ARTICLE II.
AUTHORIZED CAPITAL
AND SHAREHOLDERS
1. The aggregate number of shares which the corporation shall have
authority to issue is 30,000,000 shares of $0.01 par value common stock and
5,000,000 shares of $0.01 par value preferred stock. The preferred stock may be
issued in any number of series, as determined by the board of directors. The
board of directors may by resolution fix the designation and number of shares of
any such series and may determine, alter or revoke the rights, including voting
rights, preferences, privileges and restrictions pertaining to any wholly
unissued shares. The board of directors may thereafter in the same manner
increase or decrease the number of shares of any such series (but not below the
number of shares of that series then outstanding).
2. Each shareholder of record shall have one vote for each share of
stock standing in the shareholder's name on the books of the corporation and
entitled to vote, except that in the election of directors each shareholder
shall have as many votes for each share held by him as there are directors to be
elected and for whose election the shareholder has a right to vote. Cumulative
voting shall not be permitted in the election of directors or otherwise.
3. Unless otherwise ordered by a court of competent jurisdiction, at
all meetings of shareholders a majority of the shares of a voting group entitled
to vote at such meeting, represented in person or by proxy, shall constitute a
quorum of that voting group.
4. Except as bylaws adopted by the shareholders may provide for a
greater voting requirement and except as otherwise set forth herein, action on a
matter is approved if a quorum exists and if the votes cast favoring the action
exceed the votes cast opposing the action. Any bylaw adding, changing or
deleting a greater quorum or voting requirement for shareholders shall meet the
same quorum requirement and be adopted by the same vote required to take action
under the quorum and voting requirements then in effect or proposed to be
adopted, whichever are greater.
5. Any action required or permitted to be taken by shareholders of the
corporation must be taken at a duly called annual or special meeting of such
shareholders and may not be taken by consent in writing by such shareholders.
ARTICLE III.
OFFICES AND REGISTERED AGENT
1. The street address of the initial registered office of the
corporation is 4643 South Ulster Street, Suite 900, Denver, Colorado 80237, and
the name of the initial registered agent at that address is Thomas S. Smith. The
written consent of the initial registered agent to the appointment as such is
stated below.
2. The address of the corporation's initial principal office is 2911
South County Road 1260, Midland, Texas 79706.
ARTICLE IV.
INCORPORATOR
The name and address of the incorporator is Thomas S. Smith, 4643 South
Ulster Street, Suite 900, Denver, Colorado 80237.
ARTICLE V.
PURPOSES
The corporation shall have and may exercise all of the rights, powers
and privileges now or hereafter conferred upon corporations organized under the
laws of Colorado. In addition, the corporation may do everything necessary,
suitable or proper for the accomplishment of any of its corporate purposes. The
corporation may conduct part or all of its business in any part of Colorado, the
United States or the world and may hold, purchase, mortgage, lease and convey
real and personal property in any of such places.
ARTICLE VI.
PREEMPTIVE RIGHTS
The corporation elects to have no preemptive rights.
ARTICLE VII.
BOARD OF DIRECTORS
1. The corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, a board of directors.
2. The number of directors of the corporation shall be fixed by the
bylaws. Three directors shall constitute the initial board of directors. The
following persons are elected to serve as the corporation's initial directors
until the first annual meeting of shareholders or until their successors are
duly elected and qualified:
Name Address
Wallace O. Sellers P.O. Box 106
6539 Upper York Road
Solebury, Pennsylvania 18963-0106
Burnace Boles, Jr. 6225 Rider Road
Odessa, Texas 79762
Wallace Sparkman 205 Del Mar Boulevard
Corpus Christi, Texas 78404
The Board of Directors shall be divided into three (3) groups, each
group to be as nearly equal in number as possible. The terms of office of
directors of the first group are to expire at the first annual meeting of
shareholders after their election, the terms of office of the second group are
to expire at the second annual meeting after their election, and the terms of
office of the third group are to expire at the third annual meeting after their
election. Thereafter, each director shall serve for a term ending on the date of
the third annual meeting of shareholders following the annual meeting at which
such director was elected. This provision setting forth the division of
directors into three groups cannot be amended or repealed by the directors and
cannot be amended or repealed without the affirmative vote of the holders of at
least 80% of the votes entitled to be cast in the election of directors.
ARTICLE VIII.
LIMITATION ON DIRECTOR LIABILITY
A director of the corporation shall not be personally liable to the
corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director. However, this provision shall not eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages otherwise existing for (i) any breach of the director's duty of loyalty
to the corporation or to its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) acts specified in Section 7-108-403 of the Colorado Business Corporation
Act, as it may be amended from time to time; or (iv) any transaction from which
the director directly or indirectly derived any improper personal benefit. If
the Colorado Business Corporation Act is hereafter amended to eliminate or limit
further the liability of a director, then, in addition to the elimination and
limitation of liability provided by the preceding sentence, the liability of
each director shall be eliminated or limited to the fullest extent permitted by
the Colorado Business Corporation Act as so amended. Any repeal or modification
of this Article VIII shall not adversely affect any right or protection of a
director of the corporation under this Article VIII, as in effect immediately
prior to such repeal or modification, with respect to any liability that would
have accrued, but for this Article VIII, prior to such repeal or modification.
Nothing contained herein will be construed to deprive any director of the
director's right to all defenses ordinarily available to a director nor will
anything herein be construed to deprive any director of any right the director
may have for contribution from any other director or other person.
ARTICLE IX.
CONFLICTING INTEREST TRANSACTIONS AND INDEMNIFICATION
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
1. Conflicting Interest Transactions. As used in this paragraph,
"conflicting interest transaction" means any of the following: (i) a loan or
other assistance by the corporation to a director of the corporation or to an
entity in which a director of the corporation is a director or officer or has a
financial interest; (ii) a guaranty by the corporation of an obligation of a
director of the corporation or of an obligation of an entity in which a director
of the corporation is a director or officer or has a financial interest; or
(iii) a contract or transaction between the corporation and a director of the
corporation or between the corporation and an entity in which a director of the
corporation is a director or officer or has a financial interest. No conflicting
interest transaction shall be void or voidable, be enjoined, be set aside or
give rise to an award of damages or other sanctions in a proceeding by a
shareholder or by or in the right of the corporation solely because the
conflicting interest transaction involves a director of the corporation or an
entity in which a director of the corporation is a director or officer or has a
financial interest or solely because the director is present at or participates
in the meeting of the corporation's board of directors or of the committee of
the board of directors which authorizes, approves or ratifies a conflicting
interest transaction or solely because the director's vote is counted for such
purpose if: (A) the material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are known to the
board of directors or the committee and the board of directors or committee in
good faith authorizes, approves or ratifies the conflicting interest transaction
by the affirmative vote of a majority of the disinterested directors, even
though the disinterested directors are less than a quorum; or (B) the material
facts as to the director's relationship or interest and as to the conflicting
interest transaction are disclosed or are known to the shareholders entitled to
vote thereon and the conflicting interest transaction is specifically
authorized, approved or ratified in good faith by a vote of the shareholders; or
(C) the conflicting interest transaction is fair as to the corporation as of the
time it is authorized, approved or ratified by the board of directors, a
committee thereof or the shareholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes, approves or ratifies the
conflicting interest transaction.
2. Loans and Guaranties for the Benefit of Directors. Neither the board
of directors nor any committee thereof shall authorize a loan by the corporation
to a director of the corporation or to an entity in which a director of the
corporation is a director or officer or has a financial interest or authorize a
guaranty by the corporation of an obligation of a director of the corporation or
of an obligation of an entity in which a director of the corporation is a
director or officer or has a financial interest, until at least ten days after
written notice of the proposed authorization of the loan or guaranty has been
given to the shareholders who would be entitled to vote thereon if the issue of
the loan or guaranty were submitted to a vote of the shareholders. The
requirements of this paragraph 2 are in addition to, and not in substitution
for, the provisions of paragraph 1 of this Article IX.
3. Indemnification. The corporation shall indemnify, to the maximum
extent permitted by law in effect from time to time, any person who is or was a
director, officer, agent, fiduciary or employee of the corporation against any
claim, liability or expense arising against or incurred by such person made
party to a proceeding because such person is or was a director, officer, agent,
fiduciary or employee of the corporation or because such person is or was
serving another entity as a director, officer, partner, trustee, employee,
fiduciary or agent at the corporation's request. The corporation shall further
have the authority to the maximum extent permitted by law to purchase and
maintain insurance providing such indemnification.
4. Negation of Equitable Interests in Shares or Rights. Unless a person
is recognized as a shareholder through procedures established by the corporation
pursuant to Section 7-107-204 of the Colorado Business Corporation Act or any
similar law, the corporation shall be entitled to treat the registered holder of
any shares of the corporation as the owner thereof for all purposes permitted by
the Colorado Business Corporation Act including, without limitation, all rights
deriving from such shares, and the corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights deriving
from such shares on the part of any other person including, without limitation,
a purchaser, assignee or transferee of such shares, unless and until such other
person becomes the registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive notice
of the claimed interest of such other person. By way of example and not of
limitation, until such other person has become the registered holder of such
shares or is recognized pursuant to Section 7-107-204 of the Colorado Business
Corporation Act or any similar applicable law, such person shall not be
entitled: (i) to receive notice of the meetings of the shareholders; (ii) to
vote at such meetings; (iii) to examine a list of the shareholders; (iv) to be
paid dividends or other distributions payable to shareholders; or (v) to own,
enjoy and exercise any other rights deriving from such shares against the
corporation. Nothing contained herein will be construed to deprive any
beneficial shareholder, as defined in Section 7-113-101(1) of the Colorado
Business Corporation Act, as amended from time to time, of any right such
beneficial shareholder may have pursuant to Article 113 of the Colorado Business
Corporation Act or any similar law subsequently enacted.
DATED the 16th day of December, 1998.
/s/ Thomas S. Smith
-----------------------------------------
Thomas S. Smith, Incorporator
CONSENT OF REGISTERED AGENT
Thomas S. Smith hereby consents to the appointment as the initial
registered agent for Natural Gas Services Group, Inc.
/s/ Thomas S. Smith
-----------------------------------------
Thomas S. Smith, Initial Registered Agent
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NATURAL GAS SERVICES GROUP, INC.
Pursuant to the provisions of the Colorado Business Corporation Act
(the "Act"), the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Natural Gas Services Group, Inc.
SECOND: The following amendment to the Articles of Incorporation was
duly adopted on March 31, 1999, by the shareholders and on March 17, 1999 by the
directors of the corporation as prescribed by the Act. The number of votes cast
for the amendment by each voting group entitled to vote separately on the
amendment was sufficient for approval by that voting group.
Article II, paragraph 5 of the Articles of Incorporation is amended in
its entirety to read as follows:
5. Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof. Signature by facsimile shall
be given the same force and effect as original signatures, and any consent in
writing may be executed in counterparts.
Dated the 31st day of March 1999.
NATURAL GAS SERVICES GROUP, INC.,
a Colorado corporation
By: /s/ Burnace J. Boles, Jr.
--------------------------------
Burnace J. Boles, Jr., President
Mail to: Secretary of State For office use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $5.00
MUST SUBMIT TWO COPIES
----
STATEMENT OF CHANGE OF
Please include a typed REGISTERED OFFICE OR
self addressed envelope REGISTERED AGENT, OR BOTH
Pursuant to the provisions of the Colorado Business Corporation Act, the
Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act
of 1981 and the Colorado Limited Liability Company Act, the undersigned,
organized under the laws of:
Colorado
- --------------------------------------------------------------------------------
submits the following statement for the purpose of changing its registered
office or its registered agent, or both, in the state of Colorado:
FIRST: The name of the corporation, limited partnership or limited liability
company is:
Natural Gas Services Group, Inc.
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SECOND: Street address of current REGISTERED OFFICE is:
4643 S. Ulster Street, Suite 900, Denver, Colorado 80237
-----------------------------------------------------------------------
(Include City, State, Zip)
and if changed, the new street address is:
1899 Wynkoop Street, Suite 700, Denver, Colorado 80202
-----------------------------------------------------------------------
(Include City, State, Zip)
THIRD: The name of its current REGISTERED AGENT is: Thomas S. Smith
---------------------------
and if changed, the new registered agent is: Theresa M. Mehringer
---------------------------
Signature of New Registered Agent: /s/ Theresa M. Mehringer
-------------------------------------
Principal place of business: 1899 Wynkoop Street, Suite 700,
Denver, Colorado 80202
-------------------------------------------
(City, State, Zip)
The address of its registered office and the address of the business office of
its registered agent, as changed, will be identical.
FOURTH: If changing the principal place of business address ONLY, the new
address is: N/A
------------------------------------------------------------
Signature: /s/ Theresa M. Mehringer
---------------------------
Title: Registered Agent
-------------------------------
Revised 7/97
Donetta Davidson DEPARTMENT OF STATE Commercial Filings
SECRETARY OF STATE 1560 Broadway Suite 200 303-894-2251
Denver, Colorado 80202
MEHRINGER THERESA M
NATURAL GAS SERVICES GROUP, INC.
1899 WYNKOOP STREET STE 700
DENVER CO 80202
19981223954 DPC
STATE/COUNTRY OF INC CO
DELINQUENT PERIODIC REPORT
FEE $25.00 DUE ON OR BEFORE 05/31/2001
PERIODIC REPORT , made pursuant to section 7-90-501, C.R.S., on behalf of the
entity identified above. This report must be typed, or if legible, it may be
manually printed. Execution (a signature) is not required. Report current
information for the following items: no director, officer or any other
information is required.
1. Name of individual completing Report: Sandra L. Potter
----------------------------------------
2. Name of entity's Registered Agent: Theresa M. Mehringer
----------------------------------------
3. Street Address of entity's Registered Office(must be in Colorado):
1899 Wynkoop Street, Suite 708 Denver, Co 80202
- --------------------------------------------------------------------------------
If mail is undeliverable to this address, ALSO include a P.O. box address:
------
4. Address of entity's Principal Office: Same as registered agent
----------------------------------------
Optional: 5. Additional mailing address for entity:
-----------------------------
Optional: 6. Entity's e-mail address
--------------------------------------------
If more space is required for any of the above items, continue on an attached 8
1/2 x 11 sheet and check here
Deliver this Report to:
Colorado Secretary of State
1560 Broadway Ste 200
Denver CO 80202-5169
Include the fee stated above ($25.00 ) made payable to: Colorado Secretary of
State. This report must be received (not postmarked) on or before the due date
stated above.
For more information, call 303-894-2251, fax 303-894-2242, e-mail
sos.business@state.co.us, or visit our Web site, www.sos.state.co.us .
Mail to: Secretary of State For office use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $5.00
MUST SUBMIT TWO COPIES
----
STATEMENT OF CHANGE OF
Please include a typed REGISTERED OFFICE OR
self addressed envelope REGISTERED AGENT, OR BOTH
Pursuant to the provisions of the Colorado Business Corporation Act, the
Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act
of 1981 and the Colorado Limited Liability Company Act, the undersigned,
organized under the laws of:
submits the following statement for the purpose of changing its registered
office or its registered agent, or both, in the state of Colorado:
FIRST: The name of the corporation, limited partnership or limited liability
company is:
Natural Gas Services Group, Inc.
-----------------------------------------------------------------------
SECOND: Street address of current REGISTERED OFFICE is:
1899 Wynkoop Street, Suite 700, Denver, Colorado 80202
-----------------------------------------------------------------------
(Include City, State, Zip)
and if changed, the new street address is:
370 17th Street, Suite 370, Denver, Colorado 80202
-----------------------------------------------------------------------
(Include City, State, Zip)
THIRD: The name of its current REGISTERED AGENT is: Theresa M. Mehringer
---------------------------
and if changed, the new registered agent is: Thomas S. Smith
---------------------------
Signature of New Registered Agent: /s/ Thomas S. Smith
-------------------------------------
Principal place of business: 2911 SCR 1260, Midland, Texas 79706
-------------------------------------------
(City, State, Zip)
The address of its registered office and the address of the business office of
its registered agent, as changed, will be identical.
FOURTH: If changing the principal place of business address ONLY, the new
address is:
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Signature: /s/ Wallace Sparkman
---------------------------------------------
Title: President
-------------------------------------------------
Revised 7/97
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NATURAL GAS SERVICES GROUP, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Natural Gas Services Group, Inc.
SECOND: The following amendments to the Articles of Incorporation were
duly adopted by the board of directors on July 25, 2001, in accordance with
Section 7-106-102 of the Colorado Business Corporation Act.
Article II of the Articles of Incorporation is hereby amended by adding
the following Section II.6:
Section 11.6 Convertible Series A Preferred Stock. Of the
5,000,000 shares of the Corporation's $0.01 par value preferred stock
authorized, 1,177,000 shares of the Corporation's preferred stock shall
consist of 10% Convertible Series A Preferred Stock ("Convertible
Series A" ). The rights, preferences, privileges and restrictions
imposed upon the Convertible Series A are as follows:
(a) Dividends. The holders of the Convertible Series
A shall be entitled to receive, out of fluids legally
available therefor, cumulative dividends at the rate of 10%
percent of the Liquidation Value per annum in cash, when and
if declared by the Board of Directors which shall be
preferential to dividends on any Junior Securities. The
dividend on the Convertible Series A shall be payable
quarterly beginning 30 days after the last day of the first
calendar quarter after the issuance of the Convertible Series
A ("Original Issue Date") and 30 days after the end of each
calendar quarter thereafter, when and if declared by the Board
of Directors. Any dividends earned on the Convertible Series A
from the Original Issue Date to the end of the first calendar
quarter after the Original Issue Date, shall be earned pro
rata from the Original Issue Date.
If any dividends payable on the Convertible Series A
are not paid for any reason, the right of the holders of the
Convertible Series A to receive payment of such dividends
shall not lapse or terminate, but said unpaid dividends shall
accumulate and shall be paid without interest to the holders
of the Convertible Series A, when and if declared by the Board
of Directors of the Corporation, before any sum or sums shall
be set aside for or applied to the purchase or redemption of
the Convertible Series A or the purchase, redemption or other
acquisition for value of any Junior Securities and before any
dividend shall be paid or declared, or any other distribution
shall be ordered or made, upon any Junior Securities. After
cumulative dividends on the Convertible Series A for all past
dividend periods and for the then current year dividend period
shall have been declared and paid or set apart, if the Board
of Directors may declare dividends out of funds legally
available therefor, such additional dividends may be declared
on any Junior Securities. "Junior Securities" as used herein
means any of the Corporation's equity securities other than
the Convertible Series A shares.
(b) Liquidation and Dissolution. Upon the voluntary
or involuntary liquidation, winding up or dissolution of the
Corporation, out of the assets available for distribution to
shareholders each share of Convertible Series A shall be
entitled to receive, in preference to any payment on any
Junior Securities of the Corporation, an amount equal to three
dollars and twenty-five cents ($3.25) per share, plus
cumulative dividends as provided in Section II.6(a) of this
Article II accrued and unpaid to the date payment is made
available to the Convertible Series A (the "Liquidation
Value"). After the full preferential liquidation amount has
been paid to, or determined and set apart for, Convertible
Series A, the remaining assets shall be payable to the holders
of the Corporation's Junior Securities. In the event the
assets of the Corporation are insufficient to pay the full
preferential liquidation amount required to be paid to the
Convertible Series A, the Convertible Series A shall receive
such funds pro rata on a share for share basis until the full
liquidating preference on the Convertible Series A is paid in
full.
A reorganization described in (d)(iv)(6) below shall
not be considered to be a liquidation, winding up or
dissolution within the meaning of this Section II.6(b) of this
Article II and the Convertible Series A shall be entitled only
to the rights provided in the plan of reorganization.
(c) Voting. A holder of a share of Convertible Series
A shall be entitled to one vote on any and all matters,
including the election of directors, and shall, except as
otherwise may be provided by law, vote as a class with the
holders of outstanding Common Stock.
(d) Conversion Rights. The holders of Convertible
Series A have the following conversion rights (the "Conversion
Rights"):
(i) Right to Convert. Subject to any prior
automatic conversion under subsection (ii)
immediately below, each share of Convertible Series A
shall be convertible at the option of the holder, at
the office of the Corporation or of any transfer
agent for such Convertible Series A, as the case may
be, into fully paid and nonassessable shares of
Common Stock, at a conversion price of $3.25 per
share, subject to adjustment pursuant to paragraph
(d)(iv) below ("Conversion Price").
(ii) Automatic Conversion. Each share of
Convertible Series A shall be automatically converted
into Common Stock if, at any time after six months
from the completion of the first offering by the
Corporation, pursuant to a registration statement
declared effective by the United States Securities
and Exchange Commission, the closing market price of
the Common Stock equals or exceeds 200% of the
Conversion Price for 20 consecutive trading days.
Upon the occurrence of such event, each share of
Convertible Series A shall be converted into fully
paid and nonassessable shares of Common Stock at the
Conversion Price.
(iii) Mechanics of Conversion. Before any
holder of shares of Convertible Series A shall be
entitled to convert the same into full shares of
Common Stock pursuant to paragraph (d)(i) above, the
holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office
of the Corporation or of any transfer agent for such
Convertible Series A, as the case may be, and shall
give written notice to the Corporation at such office
that the holder elects to convert the same and shall
state therein the holder's name or the name or names
of the holder's nominees in which the holder wishes
the certificate or certificates for shares of Common
Stock to be issued. The Corporation shall, as soon as
practicable thereafter, issue and deliver or cause to
be issued and delivered at such office to such
holder, or to the holder's nominee or nominees, a
certificate or certificates for the number of full
shares of Common Stock to which the holder shall be
entitled as aforesaid. A conversion pursuant to
paragraph (d)(i) above shall be deemed to have
occurred immediately prior to the close of business
on the date of such surrender of the shares of
Convertible Series A to be converted, and the person
or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated
for all purposes as the record holder or holders of
such shares of Common Stock on such date.
Upon automatic conversion of Convertible
Series A into full shares of Common Stock pursuant to
paragraph (d)(ii) above, the holder of the
Convertible Series A shall, upon request by the
Corporation, surrender the certificate or
certificates therefor, duly endorsed, at the office
of the Corporation or any transfer agent for such
Convertible Series A, as the case may be, and shall
state therein the holder's name or the name or names
of the holder's nominees in which the holder wishes
the certificate or certificates for shares of Common
Stock to be issued. The Corporation shall, as soon as
practicable thereafter, issue and deliver or cause to
be issued and delivered at such office to such
holder, or to the holder's nominee or nominees, a
certificate or certificates for the number of full
shares of Common Stock to which the holder shall be
entitled as aforesaid.
Each holder of the Convertible Series A
whose Convertible Series A is converted to Common
Stock shall be entitled to, and the Corporation shall
promptly pay in cash, or set aside for payment, all
unpaid dividends with respect to such converted
shares of the Convertible Series A, earned to and
including the date of conversion. A holder of the
Convertible Series A shall not be entitled to any
remaining dividends with respect to the Convertible
Series A so converted, but shall be entitled to
receive, on the date of the conversion, the
arrearages, if any, with respect to any shares of the
Convertible Series A so converted.
(iv) Adjustments to Conversion Price.
(1) Special Definitions. For purposes of
this paragraph (d), the "Original Issue Date" shall
mean, the original date on which a share of
Convertible Series A was first issued to each such
shareholder and "Market Price" shall be determined as
follows:
a) if the Common Stock is listed
and registered on any national securities
exchange or traded on The Nasdaq Stock
Market ("Nasdaq"), the closing bid price;
b) if such Common Stock is not at
the time listed on any such exchange or
traded on Nasdaq but is traded on the OTC
Bulletin Board, or if not, on the over
the-counter market as reported by the
National Quotation Bureau or other
comparable service, the closing bid price
for such stock; or
c) if clauses a) and b) above are
not applicable, the fair value per share of
such Common Stock as determined in good
faith and on a reasonable basis by the Board
of Directors of the Corporation.
(2) Adiustment for Stock Splits and
Combinations. If the Corporation shall at any time or
from time to time after the Original Issue Date
effect a subdivision of the outstanding Common Stock,
the applicable Conversion Price then in effect
immediately before that subdivision shall be
proportionately decreased and, conversely, if the
Corporation shall at any time or from time to time
after the Original Issue Date combine the
outstanding, shares pf Common Stock, the applicable
Conversion Price then in effect immediately before
the combination shall be proportionately increased.
Any adjustments under this paragraph (d)(iv)(2) shall
become effective at the close of business on the date
the subdivision or combination becomes effective.
(3) Adjustment for Certain Dividends and
Distributions. In the event the Corporation at any
time, or from time to time, after the Original Issue
Date shall make or issue, or fix a record date for
the determination of holders of Common Stock entitled
to receive, a dividend or other distribution payable
in shares of Common Stock, then and in each event the
applicable Conversion Price then in effect shall be
decreased as of the time of such issuance or, in the
event such a record date shall have been fixed, as of
the close of business on such record date, by
multiplying the Conversion Price then in effect by a
fraction:
a) the numerator of which shall be
the total number of shares of Common Stock
issued and outstanding immediately prior to
the time of such issuance or the close of
business on such record date, and
b) the denominator of which shall
be the total number of shares of Common
Stock issued and outstanding immediately
prior to the time of such issuance or the
close of business on such record date plus
the number of shares of Common Stock
issuable in payment of such dividend or
distribution; provided, however, if such
record date shall have been fixed and such
dividend is not fully paid or if such
distribution is not fully made on the date
fixed therefor, the Conversion Price shall
be recomputed accordingly as of the close of
business on such record date and thereafter
such Conversion Price shall be adjusted
pursuant to this paragraph (d)(iv)(3) as of
the time of actual payment of such dividends
or distributions.
(4) Adjustment for Other Dividends and
Distributions. In the event the Corporation at any
time or from time to time after the Original Issue
Date shall make or issue, or fix a record date for
the determination of holders of Common Stock entitled
to receive, a dividend or other distribution payable
in securities of the Corporation other than shares of
Common Stock, then and in such event provisions shall
be made so that the holders of Convertible Series A
shall receive upon conversion thereof in addition to
the number of shares of Common Stock receivable
thereon, the amount of securities of the Corporation
which they would have received had their Convertible
Series A been converted into Common Stock on the date
of such event and had thereafter, during the period
from the date of such event to and including the
conversion date, retained such securities (together
with any distributions payable thereon during such
period) receivable by them as aforesaid during such
period, giving application to all adjustments called
for during such period under this paragraph (d) with
respect to the rights of the holders of the
Convertible Series A.
(5) Adjustment for Reclassification,
Exchange, or Substitution. If the Common Stock
issuable upon the conversion of the Convertible
Series A at any time or from time to time after the
Original Issue Date, shall be changed into the same
or different number of shares of any class or classes
of stock, whether by capital reorganization,
reclassification or otherwise (other than a
subdivision or combination of shares or stock
dividends provided for in paragraphs (d)(iv)(2) and
(3) above, or a reorganization, merger,
consolidation, or sale of assets provided for in
paragraph (d)(iv)(6) below, then, and in each such
event, provisions shall be made (by adjustment to the
Conversion Price or otherwise) so that the holder of
each share of Convertible Series A shall have the
right thereafter to convert each share of Convertible
Series A into the kind and amount of shares of stock
and other securities receivable upon such
reorganization, reclassification, or other change, by
holders of the number of shares of Common Stock into
which such share of Convertible Series A might have
been converted immediately prior to such
reorganization, reclassification, or change, all
subject to further adjustment as provided herein.
(6) Adjustment for Reorganization. Merger,
Consolidation or Sales of Assets. If at any time or
from time to time after the Original Issue Date,
there shall be a capital reorganization of the
Corporation (other than a subdivision, combination,
reclassification, exchange or substitution of shares
provided for in paragraphs (d)(iv)(2) and (5) above)
or a merger or consolidation of the Corporation with
or into another corporation, or the sale of all or
substantially all of the Corporation's properties and
assets to any other person or entity, then, as a part
of such reorganization, merger, consolidation, or
sale, provision shall be made (by adjustment to the
Conversion Price or otherwise) so that the holders of
the Convertible Series A shall thereafter be entitled
to receive upon conversion of the Convertible Series
A, the number and kind of shares of stock or other
securities or property of the Corporation, or of any
successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common
Stock deliverable upon conversion of such shares
would have been entitled if such capital
reorganization, merger, consolidation, or sale
occurred on the date of the conversion.
(7) Adjustment for Public Offering of Common
Stock. If the Corporation completes a public offering
of Common Stock at a price less than 150% of the
Conversion Price, the Conversion Price will be
reduced to the price at which such public offering is
completed.
(8) Adjustment for Investments. If the
Corporation should at any time receive any investment
in the Corporation (other than through the conversion
of convertible securities or the exercise of options
or warrants outstanding before the Original Issue
Date at a price equivalent to less than the
Conversion Price in effect immediately prior to the
time that the investment is made, the Conversion
Price shall be automatically adjusted to a price
(computed to the nearest cent) determined by dividing
(i) the sum of (x) the number of shares of Common
Stock outstanding immediately prior to such
investment multiplied by the Conversion Price in
effect immediately prior to such. investment, and (y)
the consideration, if any, received by the
Corporation through the investment, by (ii) the total
number of shares of Common Stock outstanding
immediately after such investment.
For purposes of this paragraph 8, the
following provisions shall also be applicable:
(A) Rights, Options, or Warrants.
In case the Corporation shall in any manner
grant any right to subscribe for or to
purchase, or any option or warrant for the
purchase of shares of Common Stock or for
the purchase of any stock or securities
convertible into or exchangeable for shares
of Common Stock (such convertible or
exchangeable stock or securities being
hereinafter referred to as the "Underlying
Convertible Securities") and if the minimum
price per share for which shares of Common
Stock are issuable, pursuant to such rights,
options, warrants or upon conversion or
exchange of such Underlying Convertible
Securities (determined by dividing (i) the
total amount, if any, received or receivable
by the Corporation as consideration for the
granting of such rights, options, or
warrants plus the minimum aggregate amount
of additional consideration payable to the
Corporation upon the exercise of such
rights, options. or warrants under the terms
of such rights, options, or warrants at the
time of making such computation, plus, in
the case of such Underlying Convertible
Securities, the minimum aggregate amount of
additional consideration, if any, payable
upon the conversion or exchange thereof
under the terms of such Underlying
Convertible Securities at the time of making
such computation, by (ii) the total maximum
number of shares of Common Stock issuable
pursuant to such rights, options, or
warrants or upon the conversion or exchange
of the total maximum amount of such
Underlying Convertible Securities issuable
upon the exercise of such rights, options,
or warrants under the terms of such rights,
options, warrants or Underlying Convertible
Securities at the time of making such
computation) shall be less than the
Conversion Price in effect immediately prior
to the time of the granting of such rights
or options, then the total maximum number of
shares of Common Stock issuable pursuant to
such rights, options, warrants or upon
conversion or exchange of the total maximum
amount of such Underlying Convertible
Securities issuable upon the exercise of
such rights, options, or warrants under the
terms of such rights, options, warrants or
Underlying Convertible Securities at the
time of making such computation shall (as of
the date of granting of such rights,
options, or warrants) be deemed to be
outstanding and to have been issued for said
price per share as so determined and the
Conversion Price shall be adjusted as
provided above; provided, that no further
adjustment of the Conversion Price shall be
made upon the actual issue of shares of
Common Stock so deemed to have been issued
unless the price per share received by the
Corporation upon the actual issuance of
shares of Common Stock so deemed to be
issued differs from the price per share
which was last used to adjust the Conversion
Price or unless by the terms of such rights,
options or warrants or Underlying
Convertible Securities the price per share
which the Corporation will receive upon any
such issuance of shares of Common Stock
differs from the price per share which was
last used to adjust the Conversion Price, in
either of which events the Conversion Price.
shall be adjusted upon the occurrence of
either such event to reflect the new price
per share of Common Stock; and further
provided, that, upon the expiration of such
rights (including rights to convert or
exchange), options or warrants (a) the
number of shares of Common Stock deemed to
have been issued and outstanding by reason
of the fact that they were issuable pursuant
to such rights, options, or warrants
(including rights to convert or exchange)
that were not exercised, shall no longer be
deemed to be issued and outstanding, and (b)
the Conversion Price shall forthwith be
adjusted to the price which would have
prevailed had all adjustments been made on
the basis of the issue only of the shares of
Common Stock actually issued upon the
exercise of such rights, options, or
warrants or upon conversion or exchange of
such Underlying Convertible Securities.
(B) Convertible Securities. If the
Corporation shall in any manner issue or
sell any Convertible Securities other than
the rights, options, or warrants described
in Section 8(A) hereof and if the minimum
price per share for which shares of Common
Stock are issuable upon conversion or
exchange of such Convertible Securities
(determined by dividing (i) the total amount
received or receivable by the Corporation as
consideration for the issue or sale of such
Convertible Securities, plus the minimum
aggregate amount of additional
consideration, if any, payable to the
Corporation upon the conversion or exchange
thereof under the terms of such Convertible
Securities at the time of making such
computation, by (ii) the total maximum
number of shares of Common Stock issuable
upon the conversion or exchange of all such
Convertible Securities under the terms of
such Convertible Securities at the time of
making such computation) shall be less than
the Conversion Price in effect immediately
prior to the time of such issue or sale,
then the total maximum number of shares of
Common Stock issuable upon conversion or
exchange of all such Convertible Securities
at the time of making such computation shall
(as of the date of the issue or sale of such
Convertible Securities) be deemed to be
outstanding and to have been issued for said
price per share as so determined and the
Conversion Price shall be adjusted as
provided above; provided, that no further
adjustment of the Conversion Price shall be
made upon the .actual issue of shares of
Common Stock so deemed to have been issued
unless the price per share received by the
Corporation upon the actual issuance of
shares of Common Stock so deemed to be
issued differs from the price per share
which was last used to adjust the Conversion
Price or unless by the terms of such
Convertible Securities the price per share
which the Corporation will receive upon any
such issuance of shares of Common Stock
differs from the price per share which was
last used to adjust the Conversion Price, in
either of which events the Conversion Price
shall be adjusted upon the occurrence of
either such event to reflect the new price
per share of Common Stock; and, further
provided that if any such issue or sale of
such Convertible Securities is made upon
exercise of any right to subscribe for or to
purchase or any option to purchase any such
Convertible Securities for which an
adjustment of the Conversion Price has been
or is to be made pursuant to the provisions
of Section 8(A) then no further adjustment
of the Conversion Price shall be made by
reason of such issue or sale unless the
price per share received by the Corporation
upon the conversion or exchange of such
Convertible Securities when actually issued
differs from the price per share which was
last used to adjust the Conversion Price or
unless by the terms of such Convertible
Securities the price per share which the
Corporation will receive upon any such
issuance of shares of Common Stock upon
conversion or exchange of such Convertible
Securities differs from the price per share
which was last used to adjust the Conversion
Price, in either of which events the
Conversion Price shall be adjusted upon the
occurrence of either of such events to
reflect the new price per share of Common
Stock; and, further provided, that upon the
termination of the right to convert or to
exchange such Convertible Securities for
shares of Common Stock, (a) the number of
shares of Common Stock deemed to have been
issued and outstanding by reason of the fact
that they were issuable upon conversion or
exchange of any such Convertible Securities,
which were not so converted or exchanged,
shall no longer be deemed to be issued and
outstanding, and (b) the Conversion Price
shall forthwith be adjusted to the price
which would have prevailed had all
adjustments been made on the basis of the
issue only of the number of shares of Common
Stock actually issued upon conversion or
exchange of such Convertible Securities.
(C) Determination of Issue Price.
In case any shares of Common Stock or
Convertible Securities of the Corporation
shall be issued for cash, the consideration
received therefor, which shall be the gross
sales price for such security without
deducting therefrom any commission or other
expenses paid or incurred by the Corporation
for any underwriting of, or otherwise in
connection with, the issuance thereof, shall
be deemed to be the amount received by the
Corporation therefor. In case any shares of
Common Stock or Convertible Securities shall
be issued for a consideration part or all of
which shall be other than cash, then, for
the purpose of this Section 8, the Board of
Directors of the Corporation shall determine
the fair value of such consideration,
irrespective of accounting treatment, and
such shares of Common Stock or Convertible
Securities shall be deemed to have been
issued for an amount of cash equal to the
value so determined by the Board of
Directors. The reclassification of
securities other than shares of Common Stock
into securities including shares of Common
Stock shall be deemed to involve the
issuance for a consideration other than cash
of such shares of Common Stock immediately
prior to the close of business on the date
fixed for the determination of security
holders entitled to receive such shares of
Common Stock. In case any shares of Common
Stock or Convertible Securities shall be
issued together with other stock or
securities or other assets of the
Corporation for consideration, the Board of
Directors of the Corporation shall determine
what part of the consideration so received
is to be deemed to be consideration for the
issue of such shares of Common Stock or
Convertible Securities. (D) Determination of
Date of Issue. In case the Corporation shall
take a record of the holders of shares of
Common Stock for the purpose of entitling
them (i) to receive a dividend or other
distribution payable in shares of Common
Stock or in Convertible Securities or (ii)
to subscribe for or purchase shares of
Common Stock or Convertible Securities, then
such record date shall be deemed to be the
date of the issue or sale of the shares of
Common Stock deemed to have been issued or
sold upon the declaration of such dividend
or the making of such other distribution or
the date of the granting of such right of
subscription or purchase, as the case may
be.
(E) Treasury Shares. Shares of
Common Stock at any relevant time owned or
held by, or for the account of, the
Corporation shall not be deemed outstanding.
(v) No Impairment. The Corporation will not, by amendment of
its Articles of Incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in good
faith assist in the carrying out of all the provisions of this
paragraph (d) and in the taking of all such action as may be necessary
or appropriate, in order to protect the conversion rights of the
holders of the Convertible Series A against impairment.
(vi) Certificate as to Adjustments. Upon the occurrence of
each adjustment or readjustment of the Conversion Price or any other
adjustment pursuant to this paragraph (d), the Corporation at its
expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish (in accordance with
subsection (viii) below) to each holder of such Convertible Series A a
certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is
based. The Corporation shall furnish (in accordance with subsection
(viii) below) or cause to be furnished to such holder a like
certificate setting forth the (i) such adjustment and readjustment,
(ii) the Conversion Price at the time in effect, and (iii) the number
of shares of Common Stock and the amount, if any, of other property
which at the time would be received upon the conversion of a share of
such Convertible Series A.
(vii) Notices of Record Date. In the event that:
(1) the Corporation shall set a record date for the
purpose of entitling the holders of its shares of Common Stock
to receive a dividend, or other distribution, payable
otherwise than in cash;
(2) the Corporation shall set a record date for the
purpose of entitling the holders of its shares of Common Stock
to subscribe for or purchase any shares of any class or to
receive any other rights;
(3) there shall occur any capital reorganization of
the Corporation, reclassification of the shares of the
Corporation (other than a subdivision or combination of its
outstanding common stock), consolidation or merger of the
Corporation with or into another corporation or conveyance of
all or substantially all of the assets of the Corporation to
another person or entity; or
(4) there shall occur a voluntary or involuntary
dissolution, liquidation, or winding up of the Corporation;
then, and in any such case, the Corporation shall
cause to be mailed to the holders of record of the outstanding
shares of the Convertible Series A, at least 10 days prior to
the date hereinafter specified, a notice stating (a) the date
which (x) has been set as the record date for the purpose of
such dividend, distribution, or rights, or (y) such
reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or, winding up is to take
place and (b) the record date as of which holders of Common
Stock of record shall be entitled to other property
deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or
winding up.
(viii) Notices. Any notice required by the provisions
of this paragraph (d) to be given to the holders of shares of
Convertible Series A shall be in writing and shall be
delivered by personal service or agent, or by registered or
certified mail, return receipt requested, with postage thereon
fully prepaid. All such communications shall be addressed to
each holder of record at its address appearing on the books of
the Corporation. Service of any such communication made only
by mail shall be deemed complete on the date of actual
delivery as shown by the addressee's registry or certification
receipt.
(ix) Fractional Shares. No fractional shares of
Common Stock shall be issued upon conversion of Convertible
Series A. In lieu of any fractional shares to which the holder
would otherwise be entitled, the Corporation shall pay cash
equal to the product of such fraction multiplied by the Market
Price of one share of the Corporation's Common Stock on the
date of conversion.
(x) Payment of Taxes.The Corporation will pay all
taxes (other than taxes based upon income) and other
governmental charges that may be imposed with respect to the
issue or delivery of shares of Common Stock upon conversion of
shares of Convertible Series A, including without limitation
any tax or other charge imposed in connection with any
transfer involved in the issue and delivery of shares of
Common Stock in a name other than that in which the shares of
the Convertible Series A so converted were registered.
(xi) Reservation of Common Stock. The Corporation
shall at all times reserve and keep available, out of its
authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of the Convertible Series
A, the full number of shares of Common Stock deliverable upon
the conversion of all shares of Convertible Series A from time
to time outstanding. The Corporation shall from time to time
increase the authorized number of shares of Common Stock if
the remaining unissued authorized shares of Common Stock shall
not be sufficient to permit the conversion of all of the
Convertible Series A at the time outstanding.
(xii) Retirement of Convertible Series A Converted.
No shares of Convertible Series A that have been converted
shall ever again be reissued, and all such shares so converted
shall, upon such conversion, cease to be a part of the
authorized shares of the Corporation.
(e) No Preemptive Rights. No holder of the Convertible Series
A shall be entitled as of right to subscribe for, purchase, or receive
any part of any new or additional shares of any class, whether now or
hereafter authorized, or of bonds, debentures, or other evidences of
indebtedness convertible into or exchangeable for shares of any class,
but all such new or additional shares of any class, or bonds,
debentures, or other evidences of indebtedness convertible into or
exchangeable for shares, maybe issued and disposed of by the Board of
Directors on such terms and for such consideration (to the extent
permitted by law), and to such person or persons as the Board of
Directors in their absolute discretion may deem advisable.
(f) Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder
will be satisfactory) of the ownership and the loss, theft, destruction
or mutilation of any certificate evidencing Convertible Series A
shares, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Corporation, or, in
the case of any such mutilation upon surrender of such certificate, the
Corporation will (at its expense) execute and deliver in lieu of such
certificate a new certificate of like kind representing the number of
Convertible Series A shares represented by such lost, stolen, destroyed
or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.
Dated: July 25, 2001
NATURAL GAS SERVICES GROUP INC.,
a Colorado corporation
By: /s/ Wayne L. Vinson
-----------------------------
Wayne L. Vinson, President
Mail to: Secretary of State For office use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $5.00
MUST SUBMIT TWO COPIES
----
STATEMENT OF CHANGE OF
Please include a typed REGISTERED OFFICE OR
self addressed envelope REGISTERED AGENT, OR BOTH
Pursuant to the provisions of the Colorado Business Corporation Act, the
Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act
of 1981 and the Colorado Limited Liability Company Act, the undersigned,
organized under the laws of:
submits the following statement for the purpose of changing its registered
office or its registered agent, or both, in the state of Colorado:
FIRST: The name of the corporation, limited partnership or limited liability
company is:
Natural Gas Services Group, Inc.
-----------------------------------------------------------------------
SECOND: Street address of current REGISTERED OFFICE is:
370 17th Street, Suite 370, Denver, Colorado 80202
-----------------------------------------------------------------------
(Include City, State, Zip)
and if changed, the new street address is:
370 17th Street, Suite 370, Denver, Colorado 80202
-----------------------------------------------------------------------
(Include City, State, Zip)
THIRD: The name of its current REGISTERED AGENT is: Thomas S. Smith
---------------------------
and if changed, the new registered agent is:
---------------------------
Signature of New Registered Agent:
-------------------------------------
Principal place of business: 2911 SCR 1260, Midland, Texas 79706
-------------------------------------------
(City, State, Zip)
The address of its registered office and the address of the business office of
its registered agent, as changed, will be identical.
FOURTH: If changing the principal place of business address ONLY, the new
address is:
------------------------------------------------------------
Signature: /s/ Wayne Vinson
---------------------------------------------
Title: President
-------------------------------------------------
Revised 7/97
STATE OF COLORADO
DONETTA DAVIDSON
SECRETARY OF STATE
1560 BROADWAY STE 200
DENVER, CO 80202-5169
RETURN SERVICE REQUESTED
20021334763 M
PERIODIC REPORT $ 25.00
SECRETARY OF STATE
Fee $25.00 due on or 2-04-2002 15:34:29
before 02/28/2003
19981223954 DPC NATURAL GAS SERVICES GROUP
STATE/COUNTRY OF INC. CO. SMITH THOMAS S
370 17th STREET STE 4700
DENVER CO 80202
Official Business - Colorado Secretary of State
Save $$! E-file this report at www.sos.state.co.us/periodic-report
This is a PERIODIC REPORT made on behalf of the entity identified on the reverse
side. This Report must be typed or, if legible, it may be hand written. Report
current information for the following items. Complete items 1 through 4 or this
Report will be rejected. All addresses must be complete.
1. Name of individual completing Report: Thomas S. Smith
----------------------------------------
2. Name of entity's Registered Agent: Thomas S. Smith,Esq.
-------------------------------------------
3. Street Address of entity's Registered Office(must be in Colorado):
370 17th St., Suite 4700 Denver, Co 80202
- --------------------------------------------------------------------------------
If mail is undeliverable to this address, ALSO include a P.O. box address:
------
4. Address of entity's Principal Office: Same as previous report
----------------------------------------
Optional: 5. Additional mailing address for entity:
-----------------------------
Optional: 6. Entity's e-mail address
--------------------------------------------
If more space is required for any of the above items, continue on an attached 8
1/2 x 1 I sheet and check here
Deliver this Report to:
Colorado Secretary of State
1560 Broadway Ste 200
Denver CO 80202-5169
Include the fee stated on reverse, payable to: Colorado Secretary of State. This
report must be received (not postmarked) on or before the due date stated on the
reverse side.
For more information, call 303-894-2200 press 2, fax 303-869-4864, e-mail
sos.business@state.co.us, or visit our Web site, www.sos.state.co.us and view
existing information.
No Signature Required Form 7.90.501.1 revised 9/11/200
STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT,
OR BOTH
Pursuant to Title 7, Colorado Revised Statutes (C.R.S.), the individual named
below causes the following statement to be delivered to the Colorado Secretary
of State for filing:
1. The name of the entity is: NATURAL GAS SERVICES GROUP, INC.
2. The entity is organized under the laws of: THE STATE OF COLORADO
3. The street address of its current registered office is:
370 17th STREET,
SUITE 4700 DENVER, CO 80202
4. The street address of the new registered office is: 1625 BROADWAY, SUITE 1600
DENVER, CO 80202
5. The name of its current registered agent is: THOMAS S. SMITH
6. The name of its new registered agent is: THOMAS S. SMITH
7. If the registered agent is changing the street address of the registered
agent's business address, notice of the change has been given to the above named
entity.
8. The street addresses of its registered office and of the business office of
its registered agent, as changed, will be identical.
9. The (a) name, and (b) mailing address, of the individual who causes this
doucment to be delivered for filing, and to whom the Secretary of State may
deliver notice if filing of this document is refused, are: THOMAS S. SMITH, ESQ.
c/o JONES & KELLER, P.C., 1625 BROADWAY, SUITE 1600, DENVER, COLORADO 80202.
ARTICLES OF AMENDMENT
TO THE
AMENDED ARTICLES OF INCORPORATION
OF NATURAL GAS SERVICES GROUP, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned Corporation adoptes the following Articles of Amendment to tis
Amended Articles of Incorporation:
FIRST: The name of the Corporation is Natural Gas Services Group, Inc.
SECOND: The following amendment to the Amended Articles of
Incorporation was duly adopted by a vote of the shareholders at a meeting held
on June 18, 2003; and the number of votes cast for the amendment by each voting
group was sufficient for approval by that voting group.
The first paragraph of Section II.6 of Article II of the Articles of
Incorporation is hereby amended to chagne the number of shares of 10%
Convertible Series A Preferred Stock from 1,177,000 to 381,654.
The (a) name, and (b) mailing address, of the individual who caused
this document to be delivered for filing, and to whom the Secretary of State may
deliver notice of filing if this document is refused, is: Scott W. Sparkman,
Secretary, Natural Gas Services Group, Inc., 2911 South County Road 1260,
Midland,Texas 79706
ARTICLES OF MERGER
MERGING
GREAT LAKES COMPRESSION, INC.
INTO
NATURAL GAS SERVICES GROUP, INC.
ARTICLES OF MERGER entered into this 3rd day of December, 2003, by and
between Natural Gas Services Group, Inc., a Colorado corporation, and Great
Lakes Compression, Inc., a Colorado corporation.
THIS IS TO CERTIFY:
FIRST: NATURAL GAS SERVICES GROUP, INC., a corporation incorporated
under the Colorado Business Corporation Act on December 17, 1998 and existing
under the laws of the State of Colorado (hereinafter sometimes referred to as
the "Parent Corporation"), and Great Lakes Compression, Inc., a corporation
incorporated under the Colorado Business Corporations Act on February 6, 2001
and existing under the laws of the State of Colorado (hereinafter sometimes
referred to as the "Subsidiary Corporation") agree that the Subsidiary
Corporation shall be merged into the Parent Corporation. The terms and
conditions of the merger and the mode of carrying the same into effect are as
herein set forth in these Articles of Merger. In addition, the Plan of Merger,
as required by Sections 7-111-104 and 7-111-105(a) of the Colorado Business
Corporations Act, is set forth below and contained within these Articles of
Merger.
SECOND: The Parent Corporation shall survive the merger and continue
under the name of "NATURAL GAS SERVICES GROUP, INC."
THIRD: The parties to these Articles of Merger are Parent Corporation
and Subsidiary Corporation.
FOURTH: No amendment is made to the Articles of Incorporation of Parent
Corporation, the surviving corporation, as part of the merger.
FIFTH: The total number of shares of stock of all classes that the
Parent Corporation has authority to issue is 30,000,000 shares of common stock
and 5,000,000 shares of preferred stock. The total number of shares of stock of
all classes which the Subsidiary Corporation has authority to issue is 15,000
shares of common stock and 1,000 shares of preferred stock (hereinafter referred
to as the "Subsidiary Stock").
SIXTH: Immediately before the merger, 100% of the outstanding shares of
each class of the Subsidiary Corporation were owned by the Parent Corporation.
SEVENTH: All issued shares of the Subsidiary Stock which are owned by
the Parent Corporation, and all shares of the Subsidiary Stock held in its
treasury, on the date of the merger shall be cancelled without consideration on
the effective date of the merger.
EIGHTH: The principal office of the Subsidiary Corporation is located
at 2911 SCR 1260, Midland, Texas 79706.
NINTH: The name and address of the registered agent of the Parent
Corporation in Colorado, the State of its incorporation, service of process upon
whom shall bind such corporation in any action, suit or proceeding pending at
the time of filing these Articles of Merger or thereafter instituted or filed
against it, are: Thomas S. Smith, 1625 Broadway, Suite 1600, Denver, CO 80202.
TENTH: These Articles of Merger and the merger were not required to be
approved by either the shareholder of the Subsidiary Corporation or the
shareholders of the Parent Corporation.
ELEVENTH: These Articles of Merger and the merger to be effected hereby
were duly advised, authorized and approved by resolution adopted by a majority
vote of the entire board of directors of the Parent Corporation on December 3,
2003, and thus the merger was authorized and approved by the Parent Corporation
in the manner and by the vote required by the laws of the State of Colorado and
by the Articles of Incorporation and Bylaws of said corporation. The approval of
these Articles of Merger was duly authorized by all action required by the laws
under which Parent Corporation was incorporated or organized and by its
constituent documents.
TWELFTH: The effective date of this merger shall be on January 1, 2004,
and such effective date complies with Section 7-111-104(5) of the Colorado
Business Corporations Act.
THIRTEENTH: The (a) name, and (b) mailing address, of the individual
who caused this document to be delivered for filing, and to whom the Secretary
of State may deliver notice if filing of this document is refused, is: Scott W.
Sparkman, Secretary, Natural Gas Services Group, Inc., 2911 South County Road
1260, Midland, Texas 79706.
FOURTEENTH: Parent Corporation will be responsible for the payment of
all fees and franchise taxes of the Subsidiary Corporation and Parent
Corporation will be obligated to pay such fees and franchise taxes if the same
are not timely paid.
ARTICLES OF MERGER
MERGING
NGE LEASING, INC.
INTO
NATURAL GAS SERVICES GROUP, INC.
ARTICLES OF MERGER entered into this 3rd day of December, 2003, by and
between Natural Gas Services Group, Inc., a Colorado corporation, and NGE
Leasing, Inc., a Texas corporation.
THIS IS TO CERTIFY:
FIRST: NATURAL GAS SERVICES GROUP, INC., a corporation incorporated
under the Colorado Business Corporation Act on December 17, 1998 and existing
under the laws of the State of Colorado (hereinafter sometimes referred to as
the "Parent Corporation"), and NGE Leasing, Inc., a corporation incorporated
under the Texas Business Corporations Act on February 5, 1996 and existing under
the laws of the State of Texas (hereinafter sometimes referred to as the
"Subsidiary Corporation") agree that the Subsidiary Corporation shall be merged
into the Parent Corporation. The terms and conditions of the merger and the mode
of carrying the same into effect are as herein set forth in these Articles of
Merger. In addition, the Plan of Merger, as required by Sections 7-111-104 and
7-111-105(a) of the Colorado Business Corporations Act, is set forth below and
contained within these Articles of Merger.
SECOND: The Parent Corporation shall survive the merger and continue
under the name of "NATURAL GAS SERVICES GROUP, INC."
THIRD: The parties to these Articles of Merger are Parent Corporation
and Subsidiary Corporation.
FOURTH: No amendment is made to the Articles of Incorporation of Parent
Corporation, the surviving corporation, as part of the merger.
FIFTH: The total number of shares of stock of all classes that the
Parent Corporation has authority to issue is 30,000,000 shares of common stock
and 5,000,000 shares of preferred stock. The total number of shares of stock of
all classes which the Subsidiary Corporation has authority to issue is 1,000
shares of common stock (hereinafter referred to as the "Subsidiary Stock").
SIXTH: Immediately before the merger, 100% of the outstanding shares of
each class of the Subsidiary Corporation were owned by the Parent Corporation.
SEVENTH: All issued shares of the Subsidiary Stock which are owned by
the Parent Corporation, and all shares of the Subsidiary Stock held in its
treasury, on the date of the merger shall be cancelled without consideration on
the effective date of the merger.
EIGHTH: The principal office of the Subsidiary Corporation is located
at 2911 SCR 1260, Midland, Texas 79706.
NINTH: The name and address of the registered agent of the Parent
Corporation in Colorado, the State of its incorporation, service of process upon
whom shall bind such corporation in any action, suit or proceeding pending at
the time of filing these Articles of Merger or thereafter instituted or filed
against it, are: Thomas S. Smith, 1625 Broadway, Suite 1600, Denver, CO 80202.
TENTH: These Articles of Merger and the merger were not required to be
approved by either the shareholder of the Subsidiary Corporation or the
shareholders of the Parent Corporation.
ELEVENTH: These Articles of Merger and the merger to be effected hereby
were duly advised, authorized and approved by resolution adopted by a majority
vote of the entire board of directors of the Parent Corporation on December 3,
2003, and thus the merger was authorized and approved by the Parent Corporation
in the manner and by the vote required by the laws of the States of Colorado and
Texas and by the Articles of Incorporation and Bylaws of said corporation. The
approval of these Articles of Merger was duly authorized by all action required
by the laws under which Parent Corporation was incorporated or organized and by
its constituent documents.
TWELFTH: The effective date of this merger shall be on January 1, 2004,
and such effective date complies with Section 7-111-104(5) of the Colorado
Business Corporations Act.
THIRTEENTH: The (a) name, and (b) mailing address, of the individual
who caused this document to be delivered for filing, and to whom the Secretary
of State may deliver notice if filing of this document is refused, is: Scott W.
Sparkman, Secretary, Natural Gas Services Group, Inc., 2911 South County Road
1260, Midland, Texas 79706.
FOURTEENTH: Parent Corporation will be responsible for the payment of
all fees and franchise taxes of the Subsidiary Corporation and Parent
Corporation will be obligated to pay such fees and franchise taxes if the same
are not timely paid.
IN WITNESS WHEREOF, NATURAL GAS SERVICES GROUP, INC. has caused these
Articles of Merger to be signed in its name and on its behalf by its president
and witnessed or attested by its secretary as of the 3rd day of December, 2003.
NATURAL GAS SERVICES GROUP, INC.
By: /s/ Wayne L. Vinson
-------------------------------
Name: Wayne L. Vinson
Its: President
ATTEST:
By: /s/ Scott W. Sparkman
-------------------------------
Name: Scott W. Sparkman
Its: Secretary
ARTICLES OF MERGER
MERGING
ROTARY GAS SYSTEMS, INC.
INTO
NATURAL GAS SERVICES GROUP, INC.
ARTICLES OF MERGER entered into this 3rd day of December, 2003, by and
between Natural Gas Services Group, Inc., a Colorado corporation, and Rotary Gas
Systems, Inc., a Texas corporation.
THIS IS TO CERTIFY:
FIRST: NATURAL GAS SERVICES GROUP, INC., a corporation incorporated
under the Colorado Business Corporation Act on December 17, 1998 and existing
under the laws of the State of Colorado (hereinafter sometimes referred to as
the "Parent Corporation"), and Rotary Gas Systems, Inc., a corporation
incorporated under the Texas Business Corporations Act on November 2, 1989 and
existing under the laws of the State of Texas (hereinafter sometimes referred to
as the "Subsidiary Corporation") agree that the Subsidiary Corporation shall be
merged into the Parent Corporation. The terms and conditions of the merger and
the mode of carrying the same into effect are as herein set forth in these
Articles of Merger. In addition, the Plan of Merger, as required by Sections
7-111-104 and 7-111-105(a) of the Colorado Business Corporations Act, is set
forth below and contained within these Articles of Merger.
SECOND: The Parent Corporation shall survive the merger and continue
under the name of "NATURAL GAS SERVICES GROUP, INC."
THIRD: The parties to these Articles of Merger are Parent Corporation
and Subsidiary Corporation.
FOURTH: No amendment is made to the Articles of Incorporation of Parent
Corporation, the surviving corporation, as part of the merger.
FIFTH: The total number of shares of stock of all classes that the
Parent Corporation has authority to issue is 30,000,000 shares of common stock
and 5,000,000 shares of preferred stock. The total number of shares of stock of
all classes which the Subsidiary Corporation has authority to issue is 1,000,000
shares of common stock (hereinafter referred to as the "Subsidiary Stock").
SIXTH: Immediately before the merger, 100% of the outstanding shares of
each class of the Subsidiary Corporation were owned by the Parent Corporation.
SEVENTH: All issued shares of the Subsidiary Stock which are owned by
the Parent Corporation, and all shares of the Subsidiary Stock held in its
treasury, on the date of the merger shall be cancelled without consideration on
the effective date of the merger.
EIGHTH: The principal office of the Subsidiary Corporation is located
at 2911 SCR 1260, Midland, Texas 79706.
NINTH: The name and address of the registered agent of the Parent
Corporation in Colorado, the State of its incorporation, service of process upon
whom shall bind such corporation in any action, suit or proceeding pending at
the time of filing these Articles of Merger or thereafter instituted or filed
against it, are: Thomas S. Smith, 1625 Broadway, Suite 1600, Denver, CO 80202.
TENTH: These Articles of Merger and the merger were not required to be
approved by either the shareholder of the Subsidiary Corporation or the
shareholders of the Parent Corporation.
ELEVENTH: These Articles of Merger and the merger to be effected hereby
were duly advised, authorized and approved by resolution adopted by a majority
vote of the entire board of directors of the Parent Corporation on December 3,
2003, and thus the merger was authorized and approved by the Parent Corporation
in the manner and by the vote required by the laws of the States of Colorado and
Texas and by the Articles of Incorporation and Bylaws of said corporation. The
approval of these Articles of Merger was duly authorized by all action required
by the laws under which Parent Corporation was incorporated or organized and by
its constituent documents.
TWELFTH: The effective date of this merger shall be on January 1, 2004,
and such effective date complies with Section 7-111-104(5) of the Colorado
Business Corporations Act.
THIRTEENTH: The (a) name, and (b) mailing address, of the individual
who caused this document to be delivered for filing, and to whom the Secretary
of State may deliver notice if filing of this document is refused, is: Scott W.
Sparkman, Secretary, Natural Gas Services Group, Inc., 2911 South County Road
1260, Midland, Texas 79706.
FOURTEENTH: Parent Corporation will be responsible for the payment of
all fees and franchise taxes of the Subsidiary Corporation and Parent
Corporation will be obligated to pay such fees and franchise taxes if the same
are not timely paid.
IN WITNESS WHEREOF, NATURAL GAS SERVICES GROUP, INC. has caused these
Articles of Merger to be signed in its name and on its behalf by its president
and witnessed or attested by its secretary as of the 3rd day of December, 2003.
NATURAL GAS SERVICES GROUP, INC.
By: /s/ Wayne L. Vinson
----------------------------------
Name: Wayne L. Vinson
Its: President
ATTEST:
By: /s/ Scott W. Sparkman
----------------------------------
Name: Scott W. Sparkman
Its: Secretary
2004 Periodic Report DONETTA DAVIDSON
Colorado Secretary of State
File Number: 20041003202
Filing Fee: $10.00
Filed: January 6, 2004 11:30 AM MST
Entity ID Number: 19981223954
Entity Name: NATURAL GAS SERVICES GROUP, INC.
Jurisdiction of Formation CO
Person responsible for accuracy Thomas S. Smith
of report data: 1625 Broadway, Suite 1600
Denver, Colorado 80202
Name of Entity's Registered Agent: THOMAS S. SMITH
Street Address of Registered Office: 1625 BROADWAY, SUITE 1600
DENVER, CO 80202
*PO Box Addr of Registered Office:
Address of Entity's Principal Office: 2911 SOUTH COUNTY ROAD 1260
MIDLAND, TX 79706, United States
*Entity's Additional Mailing Address:
*Denotes optional information that is not required by law.
If no information is displayed for this item, none was reported by the reporting
entity. All information available to the Secretary of State is displayed above.
NOTICE:
This "image" is merely a display of information that was filed electronically.
It is ot an image that was created by optically scanning a paper document. No
such paper document was filed. Consequently, no copy of a paper document is
available regarding this filing.
Questions? Contact the Business Division. For contact information, please visit
the Secretary of State's web site.
STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH
Form 150 NOT VALID AFTER JUNE 30, 2004
-----------------------------
Read about new Forms at www.sos.state.co.us
-------------------
Filing fee: $5.00
Deliver 3* copies to: Colorado Secretary of State
Business Division, 1560 Brodway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Copies of filed documents may be obtained at www.sos.state.co.us
-------------------
ABOVE SPACE FOR OFFICE USE ONLY
Pursuant to Title 7 and part 3 of article 90 of title 7, Colorado Revised
Statutes (C.R.S.), the following statement is delivered to the Colorado
Secretary of State for filing:
1. The name of the entity is: Natural Gas Services Group, Inc.
---------------------------------------------------
(must be exactly as shown on the records of the Secretary of State)
organized under the laws of Colorado (state or country of origin)
----------------
2. If above entity is foreign, the assumed entity name, if any, currently using
in Colorado:
- --------------------------------------------------------------------------------
3. The street address of its current registered office (according to the
existing records of the Secretary of State) is:
1625 Broadway, Ste 1600, Denver, Colorado 80202
- --------------------------------------------------------------------------------
4. If the registered office address is to be changed, the street address of the
new registered office is:
25125 East Plymouth Circle, Aurora, Colorado 80016
- --------------------------------------------------------------------------------
(must be a street or other plysical address in Colorado) If mail is
undeliverable to this address, ALSO include a post office box address:
----------
5. The name of its current registered agent is (according to the existing
records of the Secretary of State):
Thomas S. Smith
- --------------------------------------------------------------------------------
6. If the registered agent is to be changed, the name of the new registered
agent is:
-----------------------------------------------------------------------
7. If the registered agent is changing the street address of the registered
agent's business address, notice of the change has been given to the above named
entity.
8. The street addresses of its registered office and of the business office of
its registered agent, as changed, will be identical.
9. (Optional) Address of its principal place of business is:
and if changed, the new address of its principal place of business is:
----------
10. The (a) name, and (b) mailing address, of the individual who causes this
doucment to be delivered for filing, and to whom the Secretary of State may
deliver notice if filing of this document is refused, are:
Thomas S. Smith, 25125 East Plymouth Circle, Aurora, Colorado 80016
- --------------------------------------------------------------------------------
Please refer to ss.7-90-301(8), C.R.S.
*NOTE: If this document is changing the registered office or registered agent,
the Secretary of State must deliver a copy of the document (1) to the registered
office as last designated before the change and (2) to the principal office of
the entity.
Disclaimer: This form, and any related instructions, are not intended to provide
legal, business or tax advice, and are offered as apublic service without
represtation or warranty. While this form is believed to satisfy minimum legal
requirements as of its revision date, compliance with applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this form. Questions should be addressed to the user's attorney.