[CANADA LOGO] INDUSTRY CANADA INDUSTRIE CANADA EXHIBIT 3.19
CERTIFICATE CERTIFICAT
OF INCORPORATION DE CONSTITUTION
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT LES SOCIETES PAR ACTIONS
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3351611 CANADA INC. 335161-1
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Name of corporation-denomination de Corporation number-Numero de la
societe societe
I hereby certify that the above-named Je certifie que la societe
corporation, the articles of susmentionnee, dont les statuts
incorporation of which are attached, constitutifs sont joints, a ete
was incorporated under the CANADA constituee en societe en vertu de la
BUSINESS CORPORATIONS ACT. LOI CANADIENNE SUR LES SOCIETES PAR
ACTIONS.
/s/ [illegible] March 3, 1997/le 3 mars 1997
Director - Directeur Date of Incorporation - Date de
constitution
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[CANADA LOGO]
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CANADA BUSINESS
CORPORATIONS ACT
FORM 1
ARTICLES OF INCORPORATION
(SECTION 6)
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1 - NAME OF CORPORATION
3351611 CANADA INC.
2 - THE PLACE IN CANADA WHERE THE REGISTERED OFFICE IS TO BE SITUATED
Metropolitan Region of Montreal, Province of Quebec
3 - THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE
Unlimited number of common shares;
Unlimited number of class A preferred shares; and
Unlimited number of class B preferred shares.
I. THE COMMON SHARES SHALL HAVE ATTACHED THERETO THE FOLLOWING RIGHTS,
PRIVILEGES, RESTRICTIONS AND CONDITIONS:
(a) Each common share shall entitle the holder thereof to one (1) vote
at all meetings of the shareholders of the Corporation (except
meetings at which only holders of another specified class of shares
are entitled to vote pursuant to the provisions hereof or pursuant
to the provisions of the CANADA BUSINESS CORPORATIONS ACT
(hereinafter referred to as the "Act")).
(b) The holders of the common shares shall be entitled to receive
during each year, as and when declared by the board of directors,
subject to the rights, privileges, restrictions and conditions
attaching to the class A preferred shares and the class B preferred
shares, dividends payable in money, property or by the issue of
fully paid shares of the capital of the Corporation.
21738. (FS03)
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(c) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution
of assets of the Corporation among shareholders for the purpose of
winding-up its affairs, subject to the rights, privileges,
restrictions and conditions attaching to the class A preferred
shares and the class B preferred shares, the holders of the common
shares shall be entitled to receive the remaining property of the
Corporation.
II. THE CLASS A PREFERRED SHARES SHALL HAVE ATTACHED THERETO THE
FOLLOWING RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITONS:
(a) Subject to the provisions of the Act or as otherwise expressly
provided herin, the holders of the class A preferred shares shall
not be entitled to receive notice of, nor to attend or vote at
meetings of the shareholders of the Corporation.
(b) The holders of the class A preferred shares shall be entitled to
receive, during each year, as and when declared by the board of
directors, but always in preference and priority to any payment of
dividends on the class B preferred shares, the common shares or any
other shares ranking junior to the class A preferred shares,
non-cumulative dividends at a rate ranging between 0% and 10% per
annum calculated on the class A prefered redemption price (as
hereinafter defined in paragraph II. (h)) of each such share payable
in money, property or by the issue of fully paid shares of any
class of the Corporation. The holders of the class A preferred shares
shall not be entitled to any dividend in excess of the dividend
hereinbefore provided for.
(c) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution
of assets of the Corporation among shareholders for the purpose of
winding-up its affairs, the holders of the class A preferred shares
shall be entitled to receive for each class A preferred share, in
preference and priority to any distribution of the property or
assets of the Corporation to the holders of the class B preferred
shares, the common shares or any other shares ranking junior to the
class A preferred shares, an amount equal to the class A preferred
redemption price plus all declared and unpaid dividends thereon, but
shall not be entitled to share any further in the distribution of
the property or assets of the Corporation.
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(d) The Corporation may, in the manner hereinafter provided, redeem at
any time all, or from time to time any part, of the outstanding
class A preferred shares on payment of the class A preferred
redempton price for each class A preferred share to be redeemed,
plus all declared and unpaid dividends thereon (for purposes of
paragraphs II. (e), (f) and (g), the "redemption price").
(e) Before redeeming any class A preferred shares, the Corporation shall
mail or deliver to each person who, at the date of such mailing or
delivery, shall be a registered holder of class A preferred shares
to be redeemed, notice of the intention of the Corporation to
redeem such shares held by such registered holder; such notice
shall be delivered to, or mailed by ordinary prepaid post addressed
to, the last address of such holder as it appears on the records of
the Corporation, or in the event of the address of any such holder
not appearing on the records of the Corporation, then to the last
address of such holder known to the Corporation, at least one (1)
day before the date specified for redemption; such notice shall set
out the redemption price, the date on which the redemption is to
take place and, if part only of the class A preferred shares held
by the person to whom it is addressed is to be redeemed, the number
thereof to be so redeemed; on or after the date so specified for
redemption, the Corporation shall pay or cause to be paid the
redemption price to the registered holders of the class A preferred
shares to be redeemed, the whole on presentation and surrender of
the certificates for the class A preferred shares so called for
redemption at the registered office of the Corporation or at such
other place or places and may be specified in such notice, and the
certificates for such class A preferred shares shall thereupon be
cancelled, and the class A preferred shares represented thereby
shall thereupon be redeemed; from and after the date specified for
redemption in such notice, the holders of the class A preferred
shares called for redemption shall cease to be entitled to
dividends in respect of such shares and shall not be entitled to
exercise any of the rights of the holders thereof, except the right
to receive the redemption price, unless payment of the redemption
price shall not be made by the Corporation in accordance with the
foregoing provisions, in which case the rights of the holders of
such shares shall remain unaffected; on or before the date
specified for redemption, the corporation shall have the right to
deposit the redemption price of the class A preferred shares called
for redemption in a special account with any chartered bank or
trust company in Canada named in the notice of redemption, to be
paid without interest, to or to the order of the respective holders
of such class
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A preferred shares called for redemption, the whole upon
presentation and surrender of the certificates representing the same
and, upon such deposit being made or upon the date specified for
redemption, whichever is later, the class A preferred shares in
respect whereof such deposit shall have been made, shall be deemed
to be redeemed and the rights of the respective holders thereof,
after such deposit or after such redemption date, as the case may,
shall be limited to receiving, out of the moneys so deposited,
without interest, the redemption price applicable to their
respective class A preferred shares, the whole against presentation
and surrender of the certificates representing such class A
preferred shares. If less than all the class A preferred shares are
to be redeemed, the shares to be redeemed shall be redeemed pro
rata, disregarding fractions, unless the holders of the class A
preferred shares unanimously agree to the adoption of another method
of selection of the class A preferred shares to be redeemed. If less
than all the class A preferred shares represented by any certificate
be redeemed, a new certificate for the balance shall be issued.
(f) A holder of class A preferred shares shall be entitled to require
the Corporation to redeem at any time all, or from time to time
any part, of class A preferred shares registered in the name of such
holder by tendering to the Corporation, at its registered office,
the share certificate(s) representing the class A preferred shares
which the registered holder desires to have the Corporation redeem,
which share certificates shall be accompanied by a request in
writing specifying (i) the number of class A preferred shares which
the registered holder desires to have redeemed by the Corporation and
(ii) the business day (in this paragraph referred to as the
"redemption date") on which the holder desires to have the
Corporation redeem such class A preferred shares, which redemption
date shall not be less than five (5) days after the day on which the
said request in writing is given to the Corporation. Upon receipt of
the share certificate(s) representing the class A Preferred shares
which the registed holder desires to have the Corporation redeem,
together with the said written request, the Corporation shall on, or
at its option, before, the redemption date redeem such class A
preferred shares by paying to the registered holder thereof, for
each share to be redeemed, an amount equal to the redemtion price in
respect thereof; such payment shall be made by cheque payable at par
at any branch of the Corporation's bankers for the time being in
Canada. The said class A preferred shares shall be deemed to be
redeemed on the date of payment of the redemption price and, from
and after such date,
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such class A preferred shares shall cease to be entitled to
dividends and the holders thereof shall not be entitled to exercise
any of the rights of the holders of class A preferred shares in
respect thereof. Notwithstanding the foregoing, the Corporation
shall only be obliged to redeem class A preferred shares so tendered
for redemption to the extent that such redemption would not be
contrary to any applicable law, and if such redemption of any such
class A preferred shares would be contrary to any applicable law,
the Corporation shall only be obliged to redeem such class A
preferred shares to the extent that the moneys applied thereto
shall be such amount (rounded to the next lower multiple of one
hundred dollars ($100.00)) as would not be contrary to such law, in
which case the Corporation shall pay to each holder his pro rata
share of the purchase moneys so allocated. If less than all the class
A preferred shares represented by any certificate be redeemed, a new
certificate for the balance shall be issued.
(g) The Corporation may purchase for cancellation at any time all, or
from time to time any part, of the class A preferred shares
outstanding, by private contract at any price, with the unanimous
consent of the holders of the class A preferred shares then
outstanding, or by invitation for tenders addressed to all the
holders of the class A preferred shares a the lowest price at which,
in the opinion of the directors, such shares are obtainable but not
exceeding the redemption price thereof. If less than all the class A
preferred shares represented by any certificate be purchased for
cancellation, a new certificate for the balance shall be issued.
(h) For the purposes of the foregoing paragraphs II. (b), (c) and (d),
the "class A preferred redemption price" of each class A preferred
share shall be an amount equal to (i) the monetary consideration
received by the Corporation upon the issuance of such share
(denominated in the currency in which such consideration was paid to
the Corporation), if such share has been issued for money; or (ii)
the fair market value of the consideration received by the
Corporation (including, without limitation, shares of another class
of the Corporation) upon the issuance of such share, if such share
has been issued for a consideration other than money. Subject to the
provisions of the following sub-paragraph, such fair market value is
to be determined by the directors on the basis of generally
accepted accounting and evaluation principles.
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The fair market value determined as hereinabove provided for shall
be subject to revision in accordance with any binding agreement
with, or decision by, the appropriate taxation authorities, or any
judgment of a court of competent jurisdiction. In the event that any
such agreement, decision or judgment shall result in a final
determination under the provisions of the appropriate taxation
legislation and the amount thereby determined is an amount other
than the amount for which such share was originally issued as
determined by the directors in accordance with the preceding
subparagraph, such finally determined amount for the purpose of the
appropriate taxation legislation shall then be deemed to have been
the fair market value of the consideration received by the
Corporation upon the issuance of such class A preferred share. Such
final determination shall reflect any assessment by the Minister of
National Revenue or other taxing authority to which no appeal is
taken or any agreement reached by the Corporation or any holder of a
class A preferred share and a said taxing authority in settlement of
a dispute regarding such assessment or proposed assessment, or any
decision by a court or tribunal of competent jurisdiction regarding
the fair market value of the class A preferred share or the
consideration received by the Corporation upon the issuance of such
class A preferred share to which no appeal may be taken or the
period during which an appeal may be taken has expired.
In the event that, subsequent to any redemption of class A preferred
shares, the class A preferred redemption price of each class A
preferred share is adjusted pursuant to a revision of fair market
value as aforementioned, either the Corporation shall pay out to the
former holders of such redeemed class A preferred shares or the said
former holders of the redeemed class A preferred shares will
reimburse the Corporation as the case may be, the difference between
the class A preferred redemption price of the said class A preferred
shares as adjusted and the amount paid by the Corporation upon
redemption, within sixty (60) days from the date of adjustment of
the class A preferred redemption price.
(i) In the event that only part of the amount of the consideration
received by the Corporation for any class A preferred shares issued
by the Corporation is added to the stated capital account of the
class A preferred shares, such class A preferred shares shall be
deemded to have been issued for the full amount of the consideration
received, for all purposes of the articles (except only with respect
to the stated capital
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of such class A preferred shares) including, but without limiting
the generality of the foregoing, dividend rights, redemption rights
and rights upon liquidation and dissolution.
(j) No change to any of the provisions of paragraphs II. (a) to (i) or
of this paragraph (j) shall have any force or effect until it has
been approved by a majority of not less than two-thirds (2/3) of the
votes cast by the holders of the class A preferred shares, voting
separately as a class at a meeting of such holders specially called
for that purpose, or by a resolution in writing signed by all the
holders of the class A preferred shares in addition to any other
approval required by the Act.
III. THE CLASS B PREFERRED SHARES SHALL HAVE ATTACHED THERETO THE
FOLLOWING RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS:
(a) Subject to the provisions of the Act or as otherwise expressly
provided herein, the holders of the class B preferred shares shall
not be entitled to receive notice of, nor to attend or vote at
meetings of the shareholders of the Corporation.
(b) The holders of the class B preferred shares shall be entitled to
receive, during each year, as and when declared by the board of
directors, but always in preference and priority to any payment of
dividends on the common shares or any other shares ranking junior to
the class B preferred shares, but after payment of dividends to the
holders of the class A preferred shares, non-cumulative dividends
at a rate ranging between 0% and 10% per annum calculated on the
class B preferred redemption price (as hereinafter defined in
paaragraph III. (h)) of each such share payable in money, property
or by the issue of fully paid shares of any class of the
Corporation. The holders of the class B preferred shares shall not
be entitled to any dividend in excess of the dividend hereinbefore
provided for.
(c) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution
of assets of the Coroporation among shareholders for the purpose of
winding-up its affairs, the holders of the class B preferred shares
shall be entitled to receive for each class B preferred share, in
preference and priority to any distribution of the property or
assets of the Corporation to the holders of the common shares or
any other shares ranking junior to
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the class B preferred shares, but after distribution to the holders
of the the class A preferred shares, an amount equal to the class B
preferred redemption price plus all declared and unpaid dividends
theron, but shall not be entitled to share any further in the
distribution of the property or assets of the Corporation.
(d) The Corporation may, in the manner hereinafter provided, redeem at
any time all, or from time to time any part, of the outstanding
class B preferred shares on payment of the class B preferred
redemption price for each class B preferred share to be redeemed,
plus all declared and unpaid dividends thereon (for purposes of
paragraphs III. (e), (f) and (g), the "redemption price").
(e) Before redeeming any class B preferred shares, the Corporation shall
mall or deliver to each person who, at the date of such mailing or
delivery, shall be a registered holder of class B preferred shares
to be redeemed, notice of the intention of the Corporation to redeem
such shares held by such registered holder; such notice shall be
delivered to, or mailed by ordinary prepaid post addressed to, the
last address of such holder as it appears on the records of the
Corporation, or in the event of the address of any such holder not
appearing on the records of the Corporation, then to the last
address of such holder known to the Corporation, at least one (1)
day before the date specified for redemption; such notice shall set
out the redemption price, the date on which the redemption is to
take place and, if part only of the class B preferred shares held by
the person to whom it is addressed is to be redeemed, the number
thereof to be so redeemed; on or after the date so specified for
redemption, the Corporation shall pay or cause to be paid the
redemption price to the registered holders of the class B preferred
shares to be redeemed, the whole on presentation and surrender of
the certificates for the class B preferred shares so called for
redemption at the registered office of the Corporation or at such
other place or places as may be specified in such notice, and the
certificates for such class B preferred shares shall thereupon be
cancelled, and the class B preferred shares represendted thereby
shall thereupon be redeemed; from and after the date specified for
redemption in such notice, the holders of the class B preferred
shares called for redemption shall cease to be entitled to dividends
in respect of such shares and shall not be entitled to exercise any
of the rights of the holders therof, except the right to receive the
redemption price, unless payment of the redemption price shall not
be made by the Corporation in accordance with the foregoing
provisions, in which case the rights of
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the holders of such shares shall remain unaffected; on or before the
date specified for redemption, the Corporation shall have the right
to deposit the redemption price of the class B preferred shares
called for redemption in a specified account with any chartered
bank or trust company in Canada named in the notice of redemption,
to be paid, without interest, to or to the order of the respective
holders of such class B preferred shares called for redemption, the
whole upon presentation and surrender of the certificates
representing the same and, upon such deposit being made or upon the
date specified for redemption, whichever is later, the class B
preferred shares in respect whereof such deposit shall have been
made, shall be deemed to be redeemed and the rights of the
respective holders thereof, after such deposit or after such
redemption date, as the case may be, shall be limited to receiving,
out of the moneys so deposited, without interest, the redemption
price applicable to their respective class B preferred shares, the
whole against presentation and surrender of the certificates
representing such class B preferred shares. If less than all the
class B preferred shares are to be redeemed, the shares to be
redeemed shall be redeemed pro rata, disregarding fractions, unless
the holders of the class B preferred shares unanimously agree to
the adoption of another method of selection of the class B
preferred shares to be redeemed. If less than all the class B
preferred shares represented by any certificate be redeemed, a new
certificate for the balance shall be issued.
(f) A holder of class B preferred shares shall be entitled to require
the Corporation to redeem at any time all, or from time to time any
part, of the class B preferred shares registered in the name of
such holder by tendering to the Corporation, at its registered
office, the share certificate(s) representing the class B preferred
shares which the registered holder desires to have the Corporation
redeem, which share certificates shall be accompanied by a request
in writing specifying (i) the number of class B preferred shares
which the registered holder desires to have redeemed by the
Corporation and (ii) the business day (in this paragraph referred
to as the "redemption date") on which the holder desires to have
the Corporation redeem such class B preferred shares, which
redemption date shall not be less than five (5) days after the day
on which the said request in writing is given to the Corporation.
Upon receipt of the share certificate(s) representing the class B
preferred shares which the registered holder desires to have the
Corporation redeem, together with the said written request, the
Corporation shall on, or at its option, before, the redemption date
redeem such class B
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preferred shares by paying to the registered holder thereof, for
each share to be redeemed, an amount equal to the redemption price
in respect thereof; such payment shall be made by cheque payable at
par at any branch of the Corporation's bankers for the time being
in Canada. The said class B preferred shares shall be deemed to be
redeemed on the date of payment of the redemption price and, from
and after such date, such class B preferred shares cease to be
entitled to dividends and the holders thereof shall not be entitled
to exercise any of the rights of the holders of class B preferred
shares in respect thereof. Notwithstanding the foregoing, the
Corporation shall only be obliged to redeem class B preferred
shares so tendered for redemption to the extent that such
redemption would not be contrary to any applicable law, and if such
redemption of any such class B preferred shares would be contrary
to any applicable law, the Corporation shall only be obliged to
redeem such class B preferred shares to the extent that the moneys
applied thereto shall be such amount (rounded to the next lower
multiple of one hundred dollars ($100.00)) as would not be contrary
to such law, in which case the Corporation shall pay to each holder
his pro rata share of the purchase moneys so allocated. If less
than all of the class B preferred shares represented by any
certificate be redeemed, a new certificate for the balance shall be
issued.
(g) The Corporation may purchase for cancellation at any time all, or
from time to time any part, of the class B preferred shares
outstanding, by private contract at any price, with the unanimous
consent of the holders of the class B preferred shares then
outstanding, or by invitation for tenders addressed to all the
holders of the class B preferred shares at the lowest price at
which, in the opinion of the directors, such shares are obtainable
but not exceeding the redemption price thereof. If less than all
the class B preferred shares represented by any certificate be
purchased for cancellation, a new certificate for the balance shall
be issued.
(h) For the purposes of the foregoing paragraphs III. (b) and (d), the
"class B preferred redemption price" of each class B preferred
share shall be an amount equal to (i) the monetary consideration
received by the Corporation upon the issuance of such share
(denominated in the currency in which such consideration was paid
to the Corporation), if such share has been issued for money; or
(ii) the fair market value of the consideration received by the
Corporation (including, without limitation, shares of another class
of the Corporation) upon the issuance of such
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share, if such share has been issued for a consideration other than
money. Subject to the provisions of the following sub-paragraph,
such fair market value is to be determined by the directors on the
basis of generally accepted accounting and valuation principles.
The fair market value determined as hereinabove provided for shall
be subject to revision in accordance with any binding agreement
with, or decision by, the appropriate taxation authorities, or any
judgment of a court of competent jurisdiction. In the event that
any such agreement, decision or judgment shall result in a final
determination under the provisions of the appropriate taxation
legislation and the amount thereby determined is an amount other
than the amount for which such share was originally issued as
determined by the directors in accordance with the preceding
subparagraph, such finally determined amount for the purpose of the
appropriate taxation legislation shall then be deemed to have been
the fair market value of the consideration received by the
Corporation upon the issuance of such class B preferred share. Such
final determination shall reflect any assessment by the Minister of
National Revenue or other taxing authority to which no appeal is
taken or any agreement reached by the Corporation or any holder of
a class B preferred share and a said taxing authority in settlement
of a dispute regarding such assessment or proposed assessment, or
any decision by a court or tribunal of competent jurisdiction
regarding the fair market value of the class B preferred share or
the consideration received by the Corporation upon the issuance of
such class B preferred share to which no appeal may be taken or the
period during which an appeal may be taken has expired.
In the event that, subsequent to any redemption of class B
preferred shares, the class B preferred redemption price of each
class B preferred share is adjusted pursuant to a revision of fair
market value as aforementioned, either the Corporation shall pay
out to the former holders of such redeemed class B preferred shares
or the said former holders of the redeemed class B preferred shares
will reimburse the Corporation as the case may be, the difference
between the class B preferred redemption price of the said class B
preferred shares as adjusted and the amount paid by the Corporation
upon redemption, within sixty (60) days from the date of adjustment
of the class B preferred redemption price.
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(i) in the event that only part of the amount of the consideration
received by the Corporation for any class B preferred share
issued by the Corporation is added to the stated capital
account of the class B preferred shares, such class B
preferred share shall be deemed to have been issued for the
full amount of the consideration received, for all purposes of
these articles (except only with respect to the stated capital
of such class B preferred shares) including, but without
limiting the generality of the foregoing, dividend rights,
redemption rights and rights upon liquidation and dissolution.
(j) No change to any of the provisions of paragraphs III. (a) to
(i) or of this paragraph (j) shall have any force or effect
until it has been approved by a majority of not less than
two-thirds (2/3) of the votes cast by the holders of the class
B preferred shares, voting separately as a class at a meeting
of such holders specially called for that purpose, or by a
resolution in writing signed by all the holders of the class B
preferred shares, in addition to any other approval required
by the Act.
4. RESTRICTIONS IF ANY ON SHARE TRANSFERS
No share in the share capital of the Corporation shall be
transferred nor shall it be assigned without the approval of the
directors certified by a resolution of the board of directors.
5. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS
A minimum of one (1) director and a maximum of ten (10) directors.
6. RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON
None.
7. OTHER PROVISIONS IF ANY
(1) the number of the shareholders of the Corporation is limited
to fifty (50) exclusive of present or former employees of the
Corporation or of a
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subsidiary of the Corporation, two or more persons holding one or
more shares jointly being counted as a single shareholder;
(2) any distribution of securities to the public or invitation to the
public to subscribe for the Corporation's securities is prohibited;
and
(3) the directors may appoint one or more directors, who shall hold
office for a term expiring not later than the close of the next
annual meeting of shareholders, but the total number of directors
so appointed may not exceed one third of the number of directors
elected at the previous annual meeting of shareholders.
8. INCORPORATORS
<Table>
<Caption>
NAME ADDRESS
<s> <c>
Sylvie Bordet 1155 Rene-Levesque Boulevard West
40th Floor
Montreal, Quebec
H3B 3V2
</Table>
SIGNATURE
/s/ Sylvie Bordet
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Sylvie Bordet
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FOR DEPARTMENTAL USE ONLY
Corporation No. 335161-1 Filed Mar-4 1997