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| ENDE.OB > SEC Filings for ENDE.OB > Form 8-K on 2-Jun-2004 | All Recent SEC Filings |
2-Jun-2004
Other Events
Pursuant to the proposals presented in the Proxy Statement dated August 18, 2003and the affirmative vote of the shareholders at the Annual Shareholders Meetingheld on September 12, 2003 the following Restated Articles of Incorporation werefiled with the Secretary of State of Texas, Corporations Section on October 1,2003.
EnDevCo, Inc.
Restatement Of The Articles Of Incorporation
EnDevCo, Inc., pursuant to the provisions of Article 4.07 of the Texas BusinessCorporation Act, hereby adopts restated articles of incorporation whichaccurately copy the articles of incorporation and all amendments thereto thatare in effect to date and such restated articles of incorporation contain nochange in any provision thereof.
Article IThe name of the corporation is EnDevCo, Inc.
Article IIThe period of duration is perpetual.
Article IIIThe purpose for which the Corporation is organized is:
a. To engage in any act or activity that is not prohibited under any law for the time being in force and without limiting the generality of the foregoing to acquire, own, lease, prospect for, open, explore, develop, work, improve, maintain and manage mines and mineral lands and deposits, including oil and gas lands and deposits, to dig for, raise, crush, wash, smelt, assay, analyze, reduce, amalgamate, refine, pipe, convey, and otherwise treat ores, metals and minerals, including oil and gas, whether belonging to the Corporation or not, and to render the same merchantable and to sell or otherwise dispose of the same or any part thereof or interest therein, and
b. To acquire, own, lease, build, develop, work, improve, maintain and manage power generation, transmission and distribution facilities of all types whether belonging to the Corporation or not, and to render the same merchantable and to sell or otherwise dispose of the same or any part thereof or interest therein; and
c. To acquire, own, lease, build, develop, work, improve, maintain and manage industrial free trade zones to include construction, manufacturing, assembly, distribution, and service facilities of all types whether belonging to the Corporation or not, and to render the same merchantable and to sell or otherwise dispose of the same or any part thereof or interest therein; and
d. To take, acquire and hold as consideration for ores, metals or minerals, (including oil and gas), electricity, and sold or otherwise disposed of or for goods supplied or for work done by contract or otherwise, shares, debentures or other securities of or in any other company having objects similar, in whole or in part, to those of the Corporation hereby incorporated and to sell and otherwise dispose of the same.
e. To manufacture, buy, sell, and deal in personal property, real property and services subject to the Texas Business Corporation Act.
Article IVThe corporation shall have authority to issue two classes of shares; to bedesignated respectively "preferred shares" and "common shares". The total numberof shares, which the Corporation is authorized to issue, is 505,000,000 shares.The number of preferred shares is 5,000,000 shares and the par value of eachshare is $0.01. The number of common shares authorized is 500,000,000 shareswithout par value.
Upon this amendment becoming effective pursuant to the Texas BusinessCorporation Act of the State of Texas (the "Effective Time"), a number of sharesin the sole discretion of the Corporation's Board of Directors, of theCorporation's common stock, no par value per share (the "Old Common Stock"),issued and outstanding immediately prior to the Effective Time, will beautomatically reclassified as and converted into one share of common stock, nopar value per share, of the Corporation (the "New Common Stock") hereinafterreferred to as a ("Reverse Stock Split").
Notwithstanding the immediately preceding sentence, no fractional shares of NewCommon Stock shall be issued to the holders of record of Old Common Stock inconnection with the foregoing reclassification of shares of Old Common Stock. Ifthe Reverse Stock Split produces a result where a shareholder holds a fractionalshare and/or less than an even hundred round lot of common stock, theshareholder's holding will be rounded up to the next even hundred round lot ofstock of New Common Stock at no cost to the shareholder, such shares of stock tobe issued to the shareholder of record at the Effective Time of thereclassification.
Each stock certificate held in electronic form that, immediately prior to theEffective Time, represented shares of Old Common Stock shall, from and after theEffective Time, automatically and without the necessity of presenting the samefor exchange, represent that number of whole shares of New Common Stock intowhich the shares of Old Common Stock represented by such certificate shall havebeen reclassified. Each holder of record of a physical stock certificate thatrepresented shares of Old Common Stock shall receive, upon the requiredsurrender of such physical stock certificate to the Corporation's stock transferagent, a new stock certificate representing the number of whole shares of NewCommon Stock into which the shares of Old Common Stock represented by suchcertificate shall have been reclassified.
Article VNo holder of stock of the Corporation shall be entitled as a matter of right,preemptive or otherwise, to subscribe for or purchase any part of any stock nowor hereafter authorized to be issued, or shares thereof held in the treasury ofthe Corporation or securities convertible into stock, whether issued for cash orother consideration or by way of dividend or otherwise.
Article VIAt each election for directors every shareholder entitled to vote at suchelection shall have the right to vote, in person or by proxy, the number ofshares owned by him for as many persons as there are directors to be elected forwhose election he has a right to vote. It is expressly prohibited for anyshareholder to cumulate his votes in any election of directors.
Article VIIThe Corporation shall not commence business until it has received for theissuance of its shares, consideration of the value of one thousand dollars($1,000.00), consisting of money, labor done, or property actually received.
Article VIIIThe registered office of the Corporation is 2425 Fountain View, Suite 215,Houston, Texas 77057, and the name of the registered agent at such address isLarry Swift.
Article IXThe number of Directors constituting the Board of Directors is five (5). TheDirectors shall each serve for a term of three (3) years unless elected by theshareholders to serve a shorter term. Directors shall be divided into threeclasses (each class to contain no more than two members) with terms that expireat successive Annual Meetings. The shareholders at the Annual Meeting shallelect one class of Directors annually. The names and addresses of the personswho are to serve as Directors until their successors have been elected andqualified, or until the earliest of their death, resignation or retirement are:
Name Address 2425 Fountain View Richard G. Boyce Suite 215 Houston, TX 77057 2425 Fountain View John A. Brush Suite 215 Houston, TX 77057 2425 Fountain View Charles R. Close Suite 215 Houston, TX 77057 2425 Fountain View Chris A. Dittmar Suite 215 Houston, TX 77057 2425 Fountain View E. Barger Miller III Suite 215 Houston, TX 77057
Article XEach Director and each officer or former Director or former officer of thisCorporation or each person who may have served as its request as a Director orofficer of another corporation in which it owned shares of capital stock or ofwhich it is a creditor, shall be indemnified by the Corporation againstliabilities imposed upon him and expenses reasonably incurred by him inconnection with any claim made against him, or any action, suit or proceeding towhich he may be a party by reason of his being or having been such Director orofficer, and against such sums as independent counsel selected by the Board ofDirectors shall deem reasonable payment made in settlement of any such claims,action, suit or proceeding primarily with a view of avoiding expenses oflitigation; provided, however, that no Director or officer shall be adjudged insuch action, suit or proceeding to be liable for negligence or misconduct inperformance of duty, or with respect to any matters which shall be settled bythe payment of sums which counsel selected by the Board of Directors shall notdeem reasonable payment made primarily with a view of avoiding expenses oflitigation, or with respect to matters for which such indemnification would beagainst public policy. Such right of indemnification shall be in addition to anyother rights to which Directors and officers may be entitled.
Article XIAny contract or other transaction between the Corporation and one or more of itsdirectors, or between the Corporation and any firm of which one or more of itsdirectors are members or employees, or in which they are interested, or betweenthe Corporation and any corporation or association of which one or more of itsdirectors are shareholders, members, directors, officers, or employees, or inwhich they are interested, shall be valid for all purposes, notwithstanding thepresence of the director or directors at the meeting of the Board of Directorsof the Corporation that acts upon, or in reference to, the contract ortransaction, and notwithstanding his or their participation in the action, ifthe fact of such interest shall be disclosed or known to the Board of Directorsand the Board of Directors shall, nevertheless, authorize or ratify the contractor transaction, the interested director or directors to be counted indetermining whether a quorum is present and to be entitled to vote on suchauthorization or ratification. This section shall not be construed to invalidateany contract or other transaction that would otherwise be valid under the commonand statutory law applicable to it.
IN WITNESS WHEREOF, the undersigned has executed these Restated Articles ofIncorporation on this 19th day September, A.D., 2003.
EnDevCo, Inc.
By: /s/ Larry SwiftTitle: Interim Chief Financial Officer
STATE OF TEXAS
COUNTY OF HARRIS
I, a Notary Public, do hereby certify that Larry Swift, personally appearedbefore me, who being by me first duly sworn, declared that he is the person whosigned the foregoing documents, and that the statements therein contained aretrue.
SUBSCRIBED AND SWORN TO BEFORE ME on this the 26 th day of September, 2003.
/s/ Paulette Kay LaniusNotary Public in and forThe State of Texas
Seal of Notary
Exhibits.
None
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