EXHIBIT 3.1
AMENDMENT TO RESTATED
ARTICLES OF INCORPORATION
OF
TRIDENT ROWAN GROUP, INC.
Trident Rowan Group, Inc., a Maryland corporation having its principal
office in Sommerset, New Jersey (the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland that:
1. The name of the Corporation is Trident Rowan Group, Inc.
2. The Amended and Restated Articles of Incorporation of the
Corporation are hereby amended by striking out Article 5 thereof and by
inserting in lieu thereof the following new Article 5:
"5. (a) The number of directors of the Corporation shall be
such as shall be fixed from time to time by, or in the manner provided in the
By-laws; provided, however, that the number of directors of the Corporation
shall number no less than eleven (11) for so long as Finprogetti S.p.A. is a
beneficial owner of shares of the Corporation's Common Stock and shall not have
completed the sale of 1,635,000 shares of Common Stock to Tamarix Investors, IDC
("Tamarix") pursuant to that certain Agreement to Purchase Common Stock dated
March 7, 1997, unless waived by Tamarix, and thereafter shall number no less
than ten (10);
(b) At least three (3) directors of the Corporation shall not
be employees of or affiliated with the Corporation or any of its subsidiaries,
or of any shareholder or affiliate thereof; all of whom shall be persons of good
character, experienced in business matters, and reasonably acceptable to
Tamarix;
(c) The Board of Directors of the Corporation shall be divided
into three (3) classes as nearly equal its members as possible. Except as
follows, such class will serve for three years until such year's annual meeting
of shareholders and until their successors shall be elected and qualified. The
Initial Class I directors elected at the Annual Meeting of Shareholders held in
1997 shall serve until the 1998 Annual Meeting of Shareholders, the initial
Class II directors elected at the Annual Meeting of Shareholders held in 1997
shall serve until the 1999 Annual Meeting of Shareholders and the initial Class
II directors elected at the Annual Meeting of Shareholders held in 1997 shall
serve until the 2000 Annual Meeting of Shareholders; and
(d) Tamarix may nominate, so long as it is the record owner of
(i) not less than 1,000,000 shares of the Corporation's Common Stock, one member
to each class of the Board of Directors, one of whom shall be elected by the
Board of Directors to serve as the Chairman of the Board, (ii) at least 500,000
but fewer than 1,000,000 shares of the Corporation's Common Stock one member to
Class II, which class shall initial serve for a two-year term, and who shall
serve as the Chairman of the Board; and (iii) at least 300,000 but fewer than
500,000 shares of the Corporation's Common Stock, one member to Class I, which
class shall initially serve for a one-year term."
3. The Amended and Restated Articles of Incorporation are hereby
amended by adding a new Article 6 thereto, which shall read in full as follows:
"6. Actions of the Board of Directors shall require the vote
of the majority of the entire Board of Directors, including unfilled vacancies
thereon. The By-laws shall, from time to time, prescribe the number of directors
which shall constitute a quorum for the transaction of business, which number
shall in no case be less than the minimum number needed for the Board of
Directors to approve action."
4. The foregoing amendments to the Amended and Restated Articles of
Incorporation have been duly adopted at a meeting of the Board of Directors.
Notice setting forth the foregoing amendments and stating that an annual meeting
of shareholders would be held to, among other reasons, take action thereon was
given as required by law to all shareholders of the Corporation entitled to vote
thereon. The foregoing amendments were approved by the affirmative vote of at
least two-thirds of all outstanding shares of each class entitled to vote
thereon at such annual meeting.
The undersigned verifies under penalties of perjury that he is the duly
elected and surviving president of the Corporation, that the foregoing
statements are true and correct in all material respects, and that they are the
actions taken of the Corporation.
Dated: December 9, 1997
/s/ Howard E. Chase
----------------------------------------
Howard E. Chase
President
WITNESS:
[illegible]
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TRIDENT ROWAN GROUP, INC.
ARTICLES OF REVIVAL
FIRST: The name of the corporation at the time its charter was
forfeited was "Trident Rowan Group, Inc."
SECOND: The name that the corporation will use after revival is
"Trident Rowan Group, Inc."
THIRD: The name and address of the resident agent are The Corporation
Trust Incorporated at 300 East Lombard Street, Baltimore, MD 21202.
FOURTH: These Articles of Revival are for the purpose of reviving the
charter of the corporation.
FIFTH: At or prior to the filing of these Articles of Revival, the
corporation has;
(a) paid all fees required by law;
(b) filed all annual reports which should have been field
by the corporation if its charter had not been
forfeited; and
(c) paid all state and local taxes, except taxes on real
estate, and all interest and penalties due by the
corporation or which would have become due if the
charter had not been forfeited whether or not barred
by limitations.
SIXTH: The address of the principal office in the State of Maryland is
c/o The Corporation Trust Incorporated at 300 East Lombard Street, Baltimore, MD
21202.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
I hereby consent to my designation in this document as resident agent
for this corporation.
SIGNED: /s/ Billie Swoboda, VP
-----------------------------------
Resident Agent
Billie J. Swoboda, VP
The Corporation Trust Incorporated
The undersigned who were respectively the last acting President and
Secretary of the corporation severally acknowledge these Articles of Revival to
be their act.
/s/ Mark Hauser
-----------------------------------
Mark Hauser
President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
Before me, the undersigned, a Notary Public of the State of New York, personally
appeared Mark Hauser, having been sworn by me according to law did depose and
say he was the President of Trident Rowan Group, Inc. (the "Company") and did
acknowledge the execution of the foregoing Articles of Revival on behalf of the
Company.
WITNESS my hand and notarial seal this the 24th day of June, 2004.
/s. Donald Waldauer
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(Written Signature)
[Notary Stamp]
- ------------------------------------
(Printed Signature)
/s/ Mark Hauser
-----------------------------------
Mark Hauser
Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
Before me, the undersigned, a Notary Public of the State of New York, personally
appeared Mark Segale, having been sworn by me according to law did depose and
say he was the Secretary of Trident Rowan Group, Inc. (the "Company") and did
acknowledge the execution of the foregoing Articles of Revival on behalf of the
Company.
WITNESS my hand and notarial seal this the 1 day of July, 2004.
/s/ Liliya Suris
- ------------------------------------
(Written Signature)
[Notary Stamp]
- ------------------------------------
(Printed Signature)
STATE OF NEW YORK )
) AFFIDAVIT
COUNTY OF NEW YORK )
I, Mark Hauser, Joint Chief Executive Officer of Trident Rowan
Group, Inc., a Maryland corporation (the "Corporation"), hereby declare that the
Corporation has paid all State and local taxes on real estate, and all interest
and penalties due by the Corporation or which would have become due if the
Corporation's charter had not been forfeited whether or not barred by
limitations.
/s/ Mark Hauser
-----------------------------------
Mark Hauser
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I hereby certify that on July 21st, 2004, before me, the subscriber, a notary
public of the State of New York, personally appeared Mark Hauser and made oath
under the penalties of perjury that the matters and facts set forth in this
affidavit are true to the best of his knowledge, information and belief.
As witness my hand and notarized seal this the 21st day of July, 2004.
/s/ Rosana Plasensia
- ------------------------------------
(Written Signature)
[Notary Stamp]
- ------------------------------------
(Printed Signature)
My Commission expires December 10, 2005
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ARTICLES OF SHARE EXCHANGE
BETWEEN
TRIDENT ROWAN GROUP, INC.
AND
COMTECH GROUP, INC.
Trident Rowan Group, Inc., a corporation organized and existing under
the laws of the State of Maryland ("TRG"), and Comtech Group, Inc., a
corporation organized and existing under the laws of the Cayman Islands
("Comtech"), do hereby certify that:
FIRST: TRG agrees to acquire all of the issued and outstanding stock of
Comtech and Comtech agrees to have such stock acquired by TRG, in a statutory
share exchange.
SECOND: The name and place of incorporation of each party to these
Articles are Trident Rowan Group, Inc., a Maryland corporation, and Comtech
Group, Inc., a Cayman Islands corporation. Trident Rowan is acquiring the stock
of Comtech in the share exchange.
THIRD: TRG (which is the successor corporation in the share exchange)
has its principal office in Maryland located at The Corporation Trust
Incorporated at 300 East Lombard Street, Baltimore MD 21202. Comtech was
incorporated on April 26, 2002 under the Cayman Islands' Companies Law (2003
Revision), has no office in the State of Maryland and is not qualified to do
business in the State of Maryland.
FOURTH: The terms and conditions of the transaction set forth in these
Articles were advised, authorized and approved by each party to these Articles
in the manner and by the vote required, in the case of TRG, by its charter and
the laws of Maryland and, in the case of Comtech, by its charter and the laws of
the Cayman Islands (as required by Section 3-105(a)(4) of the Maryland General
Corporation Law). The manner of approval was as follows:
(a) The board of directors of TRG, at a meeting held
on April 23, 2004, adopted a resolution which declared that
the proposed share exchange was advisable on substantially the
terms and conditions set forth or referred to in a resolution,
which terms and conditions are more fully set forth in the
Share Exchange Agreement, dated as of May 25, 2004 (the "Share
Exchange Agreement"), between TRG and Comtech.
(b) The board of directors of Comtech, at a meeting
held on May 17, 2004, adopted a resolution which declared that
the proposed share exchange was advisable on substantially all
terms and conditions set forth or referred to in the
resolution and directed that the proposed share exchange be
submitted for consideration at a special meeting of the
stockholders of Comtech.
(c) The proposed share exchange was approved by the
stockholders of Comtech at a special meeting of stockholders
duly called and held on May 17, 2004, by the affirmative vote
of all votes entitled to be cast on the matter.
FIFTH: The total number of shares which TRG has authority to issue is
50,000,000 all of which are common stock with a par value of $.01 per share, the
aggregate par value of which share is $500,000.
SIXTH: The manner and basis of exchanging the stock of Comtech to be
acquired for the stock to be issued by TRG, the successor, is that approximately
4.05 shares of the common stock of TRG shall be issued and delivered in exchange
for each one share of Comtech common stock, a portion of which shares shall be
held in an escrow account and disposed of in accordance with the terms and
conditions of the Share Exchange Agreement.
SEVENTH: The share exchange shall become effective upon the filing of
these Articles of Share Exchange with the State Department of Assessments and
Taxation of the State of Maryland.
IN WITNESS WHEREOF, Trident Rowan Group, Inc. and Comtech Group, Inc.
have caused these Articles of Share Exchange to be signed in their name and on
their behalf by their respective presidents, each of whom hereby acknowledge in
the name of and on behalf of said corporation that the foregoing Articles of
Share Exchange as the act of the corporation and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof by the corporation are true in all
material respects under penalties of perjury, as of this 22 day of July, 2004.
ATTEST TRIDENT, ROWAN GROUP, INC.
/s/ Mark Segall By: /s/ Mark Hauser
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Secretary Mark Hauser, President
COMTECH GROUP, INC.
/s/ Hope Ni By: /s/ Jeffrey Kang
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Secretary Jeffrey Kang, President
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ARTICLES OF MERGER
OF
COMTECH GROUP, INC.
AND
TRIDENT ROWAN GROUP, INC.
FIRST: Comtech Group, Inc. ("Comtech") and Trident Rowan Group, Inc.
("Trident"), being the corporations which are the parties to these Articles of
Merger, do hereby agree to effect a merger of said corporations upon the terms
and conditions herein set forth.
SECOND: The name of the successor corporation is Trident Rowan Group,
Inc., which is a corporation incorporated in the State of Maryland under the
provisions of the Maryland General Corporation Law with its principal office in
the State of Maryland located in Baltimore City, Baltimore County. The corporate
existence of Trident shall continue upon the effective date of the merger
pursuant to the provisions of the Maryland General Corporation Law.
THIRD: The name of the corporation to be merged with and into Trident,
the successor corporation, is Comtech Group, Inc., which is a corporation
incorporated in the State of Maryland under the provisions of the Maryland
General Corporation Law with its principal office in the State of Maryland
located in Baltimore City, Baltimore County. The corporate existence of Comtech
will cease upon the effective date of the merger pursuant to the provisions of
the Maryland General Corporation Law. Comtech owns no interest in land in the
State of Maryland. All of the issued shares of stock of Comtech are owned by
Trident .
FOURTH: No amendments to the charter of Trident are to be effected as
part of the merger, other than the change of its corporate name to "Comtech
Group, Inc."
FIFTH: The authorized share structure of each of the corporations which
is a party to these Articles of Merger is as follows:
Comtech Group, Inc. Trident Rowan Group, Inc.
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Total number of shares 200 50,000,000
of all classes:
- ------------------------------ ------------------- -------------------------
Number and par value of 0 $0.01
shares of each class:
- ------------------------------ ------------------- -------------------------
Number of shares without 200 Common None
par value of each class:
- ------------------------------ ------------------- -------------------------
Aggregate par value of 0 $0.01
all shares with par value:
- ------------------------------ ------------------- -------------------------
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SIXTH: The issued shares of Comtech shall not be converted or exchanged
in any manner. All of the issued shares of stock of Comtech shall, upon the
effective date of the merger, be surrendered and extinguished. The shares of
stock of Trident shall not be converted or exchanged in any manner, but each
said share which is issued as of the effective date of the merger shall continue
to represent one issued share of stock of the successor corporation
SEVENTH: The terms and conditions of the merger herein set forth were
advised, authorized, and approved by Comtech in the manner required by its
charter and the provisions of the Maryland General Corporation Law. The said
merger and the aforesaid terms and conditions were approved in the manner
herein-after set forth. The Board of Directors of Comtech adopted a resolution
approving the proposed merger of Comtech with and into Trident on substantially
the terms and conditions set forth in or referred to in said resolution. Said
resolution of the Board of Directors was adopted by a written consent signed on
July 30, 2004 by all of the members of the Board of Directors without a meeting.
The sole shareholder of Comtech adopted a resolution approving the proposed
merger of Comtech with and into Trident on substantially the terms and
conditions set forth in or referred to in said resolution. Said resolution of
the sole shareholder of Comtech was adopted by a written consent signed on July
30, 2004.
The terms and conditions of the merger herein set forth were advised,
authorized, and approved by Trident in the manner required by its charter and
the provisions of the Maryland General Corporation Law. The said merger and the
aforesaid terms and conditions were approved in the manner herein-after set
forth. The Board of Directors of Trident adopted a resolution approving the
proposed merger of Comtech with and into Trident on substantially the terms and
conditions set forth in or referred to in said resolution. Said resolution of
the Board of Directors was adopted by a written consent signed on July 30, 2004
by all of the members of the Board of Directors without a meeting.
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IN WITNESS WHEREOF, these Articles of Merger are hereby signed for and on behalf
of Comtech by its President, who does hereby acknowledge that said Articles of
Merger are the act of said corporation, and who does hereby state under the
penalties for perjury that the matters and facts set forth therein with respect
to authorization and approval of said merger are true in all material respects
to the best of his knowledge, information, and belief; and these Articles of
Merger are hereby signed for and on behalf of Trident by its Chief Executive
Officer, who does hereby acknowledge that said Articles of Merger are the act of
said corporation, and who does hereby state under the penalties for perjury that
the matters and facts stated therein with respect to authorization and approval
of said merger are true in all material respects to the best of his knowledge,
information, and belief.
COMTECH GROUP, INC. TRIDENT ROWAN GROUP, INC.
By: /s/ Jingwei (Jeffrey) Kang By: /s/ Jingwei (Jeffrey) Kang
------------------------------ -------------------------------
Jingwei (Jeffrey) Kang Jingwei (Jeffrey) Kang
President Chief Executive Officer
Attest: Attest:
/s/ Hope Ni /s/ Hope Ni
- ---------------------------------- -----------------------------------
Secretary Secretary
Dated: August 2, 2004 Dated: August 2, 2004
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ARTICLES OF AMENDMENT
1. Comtech Group, Inc., a Maryland corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
2. The charter of the Corporation is hereby amended in its entirety as
follows:
"4.1 NUMBER OF SHARES AUTHORIZED; PAR VALUE. Prior to the amendment of
the Articles of Incorporation of the Corporation, the total number of shares of
all classes of stock which the Corporation had authority to issue was 50,000,000
shares of common stock, par value $0.01 per share (the "Common Stock"). After
giving effect to the amendment to the Articles of Incorporation of the
Corporation, the total number of shares of all classes of stock which the
Corporation shall have authority to issue is 200,000,000 shares of Common Stock,
par value $0.01 per share."
3. This amendment of the charter has been approved by the directors and
shareholders.
4. We, the undersigned President and Secretary swear under penalties of
perjury that the foregoing is a corporate act.
/s/ Jeffrey Kang /s/ Hope Ni
- ------------------------------ -----------------------------------
Jeffrey Kang, President Hope Ni, Secretary
Comtech Group, Inc.
c/o Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
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