Exhibit 99.4
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ZAPPCO, INC.
The undersigned, being the Chief Executive Officer and Secretary of
Zappco, Inc., a Minnesota corporation, do hereby certify that the following
amendment to Article VII of the Articles of Incorporation was adopted by vote
of the Shareholders and Directors of the corporation on September 4, 1987 and
shall read as follows:
ARTICLE VII
The aggregate number of shares which this Corporation shall have
authority to issue is 35,000 shares, of which 25,000 shares shall be known
as "Common Stock", and 10,000 shares shall be known as "Perpetual Preferred
Stock".
The 25,000 shares of Common Stock shall be voting stock and have a par
value of $1.00 per share, and an aggregate par value of $25,000.00. The
10,000 shares of Perpetual Preferred Stock shall be non-voting and have a
par value of $100.00 per share, and an aggregate par value of
$1,000,000.00.
A. The holders of the Perpetual Preferred Stock shall be entitled to
receive out of earnings or surplus legally available therefor,
semi-annual dividends payable in cash at such times and rates as
shall be determined by the Board of Directors. Such dividends
shall be paid before any dividends shall be set apart or paid on
the Common Stock. Should the surplus or net profits arising from
the business of the corporation prior to any dividend day be
insufficient to pay dividends on the Perpetual Preferred Stock,
such dividends shall be payable from future profits, and no
dividends shall, at any time, be paid on the Common Stock, until
the full amount owing on all the Perpetual Preferred Stock shall
have been paid or set apart.
B. In the event of liquidation or dissolution or winding up (whether
voluntary or involuntary) of the Corporation, the holders of the
Perpetual Preferred Stock shall be entitled to be paid One
Hundred and no/100 ($100.00) Dollars per share and the unpaid
dividends accrued thereon before any amount shall be paid to the
holders of the Common Stock; and, after the payment thereof the
remaining assets and funds shall be divided
and paid to holders of the Common Stock pro rata according to
their respective shares.
C. The Corporation shall have the right from time to time to
purchase, redeem, retire and cancel any or all of the outstanding
Perpetual Preferred Stock of the Corporation, on any date upon 30
days' or more written notice to the holder or holders of the
Perpetual Preferred Stock, in such manner and amounts as the
Board of Directors may determine, by paying to the respective
holders of the stocks so retired a sum equal to One Hundred and
no/100 ($100.00) Dollars per share of the stock so retired and
canceled, together with all unpaid accumulated dividends thereon,
if any.
D. The holders of the Common Stock shall be entitled to receive,
when and as declared by the Board of Directors, out of earnings
or surplus legally advisable therefor, dividends, payable either
in cash, in property or in shares of the Capital Stock of the
Corporation, provided that all dividends due and owing the
holders of the Perpetual Preferred shares of stock have been
paid.
E. All shares of stock may be allotted as and when the Board of
Directors shall determine and, under and pursuant to the laws of
the State of Minnesota, the Board of Directors shall have the
power to fix or alter, from time to time, in respect to each
class of shares then unalloted, any and all of the following:
the dividend rate; the redemption price; the liquidation price;
the conversion rights and the sinking or purchase fund rights of
shares of any class, or any series of any class, or the number of
shares constituting the series of any class.
F. The Board of Directors shall have the power to fix the terms,
provisions and conditions of options to purchase or subscribe
for, or rights to convert any of its securities into, shares of
any class or classes, including the price and conversion basis
thereof, and authorize the issuance thereof.
G. The Board of Directors shall have the power to issue, upon
authorization of the shareholders, any such other equity
instruments, which may or may not be convertible to shares of any
class of stock of the Corporation, for the purpose of increasing
the Corporation's total capital.
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H. No holder of any class of stock of the Corporation shall be
entitled to any cumulative voting rights.
I. No holder of stock of the Corporation shall have any
preferential, pre-emptive or other right of subscription to any
shares or any class of stock of the Corporation allotted or sold
or to be allotted or sold and now or hereafter authorized, or to
any obligations convertible into stock of the Corporation of any
class, nor any right of subscription to any part thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 4th
day of September, 1987.
/s/Edward Zapp
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President and Chief Executive Officer
/s/Gerald Plachecki
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Secretary
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