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EXHIBIT 3.2
Federal Identification
No. 04-2891898
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The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
We, James A. Gobes , *President
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and Brian C. Meeks , *Clerk
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of Intrinsix Corp.
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(Exact name of corporation)
located at 33 Lyman Street, Westboro, Massachusetts 01581
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(Street address of corporation in Massachusetts)
do hereby certify that the following Restatement of the
Articles of Organization was duly adopted at a meeting held
on April 18, 2000 by a vote of the directors/or:
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5,860,137 shares of Common Stock of 6,802,349 shares outstanding,
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(type, class & Series, if any)
shares of of shares outstanding, and
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(type, class & Series, if any)
shares of of shares outstanding,
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(type, class & Series, if any)
** being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
ARTICLE I
The name of the corporation is:
Intrinsix Corp.
ARTICLE II
The purpose of the corporation is to engage in the following business
activity(ies):
1. To develop, create, market, sell, license, acquire, service,
provide consulting services for, and generally deal with electronic design
services and electronic products; and
2. To carry on any business or other activity permitted by the laws of
The Commonwealth of Massachusetts to a corporation organized under Chapter
156B of the Massachusetts General Laws.
* Delete the inapplicable words. ** Delete the inapplicable words
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets
of paper with a left margin of at least 1 inch. Additions to more than one
article may be made on a single sheet so long as each article requiring
each addition is clearly indicated.
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ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized tosue:
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WITHOUT PAR VALUE WITH PAR VALUE
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Type Number of Shares Type Number of Shares Par Value
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Common: 70,000,000 Common:
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Preferred: Preferred: 5,000,000 $.01 per share
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ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
The total number of shares of all classes of stock which the corporation
shall have authority to issue is 75,000,000 shares, consisting of (i) 70,000,000
shares of Common Stock, no par value per share ("Common Stock"), and (ii)
5,000,000 shares of Preferred Stock, $.01 par value per share ("Preferred
Stock").
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The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions thereof in
respect of each class of capital stock of the corporation.
A. COMMON STOCK.
1. General. The voting, dividend and liquidation rights of the holders of
the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.
2. Voting. The holders of the Common Stock are entitled to one vote for each
share held at all meetings of stockholders. There shall be no voting by written
action of the stockholders in lieu of a meeting. There shall be no cumulative
voting.
3. Dividends. Dividends may be declared and paid on the Common Stock from
funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.
4. Liquidation. Upon the dissolution or liquidation of the corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the corporation available for distribution to its
stockholders, subject to any preferential rights of any then outstanding
Preferred Stock.
B. PREFERRED STOCK.
Preferred Stock may be issued from time to time in one or more series, each of
such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the corporation as hereinafter provided. Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the corporation
may be reissued except as otherwise provided by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purposes of voting by classes unless expressly provided.
Authority is hereby expressly granted to the Board of Directors from time to
time to issue the Preferred Stock in one or more series, and in connection with
the creation of any such series, by resolution or resolutions providing for the
issue of the shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by Chapter 156B of the Massachusetts General Laws. Without
limiting the generality of the foregoing, the resolutions providing for issuance
of any series of Preferred Stock may provide that such series shall be superior
or rank equally or be junior to the Preferred Stock of any other series to the
extent permitted by law. No vote of the holders of the Preferred Stock or
Common Stock shall be a prerequisite to the issuance of any shares of any series
of the Preferred Stock authorized by and complying with the conditions of the
Articles of Organization, the right to have such vote being expressly waived by
all present and future holders of the capital stock of the corporation.
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ARTICLES V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None.
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
6A. LIMITATION OF DIRECTOR LIABILITY
Except to the extent that Chapter 156B of the Massachusetts General Laws
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
6B. INDEMNIFICATION
1. Actions, Suits and Proceedings. The corporation shall indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was, or has agreed to become, a director or officer of the corporation, or is or
was serving, or has agreed to serve, at the request of the corporation, as a
director or officer of, or in a similar capacity with, another organization or
in any capacity with respect to any employee benefit plan of the corporation
(all such persons being referred to hereafter as an "Indemnitee"), or by reason
of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys' fees), judgments and fines incurred by him or
on his behalf in connection with such action, suit or proceeding and any appeal
therefrom, unless the Indemnitee shall be finally adjudicated in such action,
suit or proceeding not to have acted in good faith in the reasonable belief that
his action was in the best interests of the corporation or, to the extent such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Notwithstanding anything to the contrary in this Article, except as set forth in
Section 6 below, the corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
the Indemnitee unless the initiation thereof was approved by the Board of
Directors of the corporation. Notwithstanding anything to the contrary in this
Article, the corporation shall not indemnify an Indemnitee to the extent such
Indemnitee is reimbursed from the proceeds of insurance, and in the event the
corporation makes any indemnification payments to an Indemnitee and the
Indemnitee is subsequently reimbursed from the proceeds of insurance, such
Indemnitee shall promptly refund such indemnification payments to the
corporation to the extent of such insurance reimbursement.
2. Settlements. The right to indemnification conferred in this Article shall
include the right to be paid by the corporation for amounts paid in settlement
of any such action, suit or proceeding and any appeal therefrom, and all
expenses (including attorneys' fees) incurred in connection with such
settlement, pursuant to a consent decree or otherwise, unless and to the extent
it is determined pursuant to Section 5 below that the Indemnitee did not act in
good faith in the reasonable belief that his action was in the best interests of
the corporation or, to the extent such matter relates to service with respect to
an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.
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3. Notification and Defense of Claim. As a condition precedent to his right
to be indemnified, the Indemnitee must notify the corporation in writing as soon
as practicable of any action, suit, proceeding or investigation involving him
for which indemnity will or could be sought. With respect to any action, suit,
proceeding or investigation of which the corporation is so notified, the
corporation will be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to the Indemnitee. After notice from the corporation to the
Indemnitee of its election so to assume such defense, the corporation shall not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such claim, other than as provided
below in this Section 3. The Indemnitee shall have the right to employ his own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice from the corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the corporation and the
Indemnitee in the conduct of the defense of such action or (iii) the corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall be
at the expense of the corporation, except as otherwise expressly provided by
this Article. The corporation shall not be entitled, without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of the
corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above.
4. Advance of Expenses. Subject to the provisions of Section 5 below, in the
event that the corporation does not assume the defense pursuant to Section 3 of
this Article of any action, suit, proceeding or investigation of which the
corporation receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be paid
by the corporation in advance of the final disposition of such matter; provided,
however, that the payment of such expenses incurred by an Indemnitee in advance
of the final disposition of such matter shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the corporation as authorized in this Article.
Such undertaking shall be accepted without reference to the financial ability of
the Indemnitee to make such repayment.
5. Procedure for Indemnification. In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2 or 4 of this Article, the
Indemnitee shall submit to the corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the corporation of the written request
of the Indemnitee, unless the corporation determines within such 60-day period
that the Indemnitee did not meet the applicable standard of conduct set forth in
Section 1 or 2, as the case may be. Such determination shall be made in each
instance by (a) a majority vote of a quorum of the directors of the corporation,
(b) a majority vote of a quorum of the outstanding shares of stock of all
classes entitled to vote for directors, voting as a single class, which quorum
shall consist of stockholders who are not at that time parties to the action,
suit or proceeding in question, (c) independent legal counsel (who may, to the
extent permitted by law, be regular legal counsel to the corporation), or (d) a
court of competent jurisdiction.
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6. Remedies. The right to indemnification or advances as granted by this
Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 5. Unless otherwise required by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the corporation. Neither the failure of the
corporation to have made a determination prior to the commencement of such
action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the corporation pursuant to Section 5 that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met the applicable standard of
conduct. The Indemnitee's expenses (including attorneys' fees) incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by the corporation.
7. Subsequent Amendment. No amendment, termination or repeal of this Article
or of the relevant provisions of Chapter 156B of the Massachusetts General Laws
or any other applicable laws shall affect or diminish in any way the rights of
any Indemnitee to indemnification under the provisions hereof with respect to
any action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or repeal.
8. Other Rights. The indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), agreement or vote of stockholders or
directors or otherwise, both as to action in his official capacity and as to
action in any other capacity while holding office for the corporation, and shall
continue as to an Indemnitee who has ceased to be a director or officer, and
shall inure to the benefit of the estate, heirs, executors and administrators of
the Indemnitee. Nothing contained in this Article shall be deemed to prohibit,
and the corporation is specifically authorized to enter into, agreements with
officers and directors providing indemnification rights and procedures different
from those set forth in this Article. In addition, the corporation may, to the
extent authorized from time to time by its Board of Directors, grant
indemnification rights to other employees or agents of the corporation or other
persons serving the corporation and such rights may be equivalent to, or greater
or less than, those set forth in this Article.
9. Partial Indemnification. If an Indemnitee is entitled under any provision
of this Article to indemnification by the corporation for some or a portion of
the expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.
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10. Insurance. The corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another organization or employee benefit plan against any
expense, liability or loss incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under Chapter 156B
of the Massachusetts General Laws.
11. Merger or Consolidation. If the corporation is merged into or
consolidated with another corporation and the corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.
12. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.
13. Subsequent Legislation. If the Massachusetts General Laws are amended
after adoption of this Article to expand further the indemnification permitted
to Indemnitees, then the corporation shall indemnify such persons to the fullest
extent permitted by the Massachusetts General Laws, as so amended.
6C. OTHER PROVISIONS
1. The directors may make, amend, or repeal the by-laws in whole or in part,
except with respect to any provision of such by-laws which by law or these
Articles or the by-laws requires action by the stockholders.
2. Meetings of the stockholders of the corporation may be held anywhere in
the United States.
3. The corporation shall have the power to be a partner in any business
enterprise which this corporation would have the power to conduct by itself.
4. The corporation, by vote of a majority of the stock outstanding and
entitled to vote thereon (or if there are two or more classes of stock entitled
to vote as separate classes, then by vote of a majority of each such class of
stock outstanding), may (i) authorize any amendment to its Articles of
Organization pursuant to Section 71 of Chapter 156B of the Massachusetts General
Laws, as amended from time to time, (ii) authorize the sale, lease or exchange
of all or substantially all of its property and assets, including its goodwill,
pursuant to Section 75 of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, and (iii) approve an agreement of merger or
consolidation pursuant to Section 78 of Chapter 156B of the Massachusetts
General Laws, as amended from time to time.
5. Chapter 110F of the Massachusetts General Laws, as it may be amended from
time to time, shall apply to the corporation.
** If there are no provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
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ARTICLE VII
The effective date of the restated Articles of Organization of the corporation
shall be the date approved and filed by the Secretary of the Commonwealth. If a
later effective date is desired, specify such date which shall not be more than
thirty days after the date of filing.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post offices boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
33 Lyman Street, Westboro, Massachusetts 01581
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
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President: James A. Gobes 1402 Washington St.
Holliston, MA 01746
Treasurer: Brian C. Meeks 3 John McQuinn Circle
Framingham, MA 01701
Clerk: Brain C. Meeks 3 John McQuinn Circle
Framingham, MA 01701
Directors: Wally Cataldo 33 Greenwood Rd. All care of:
Andover, MA 01810 Intrinsix Corp.
33 Lyman St.
H. Kent Bowen 178 Cross St. Westboro, MA 01581
Belmont, MA 02178
Romas P. Rudis 5 Piccadilly Way
Westboro, MA 01581
Mark A. Beal 47 Sunridge Rd.
Rindge, NH 03461
Gintares R. Subatis 10 Bald Hill Farm Rd.
Sharon, MA 02067
James A. Gobes 1402 Washington St.
Holliston, MA 01746
Brian C. Meeks 3 John McQuinn Circle
Framingham, MA 01701
c. The fiscal year (i.e., tax year) of the corporation shall end of the last
day of the month of: December
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d. The name and business address of the resident agent, if any, of the
corporation is:
** We further certify that the foregoing Restated Articles of Organization
affect no amendments to the Articles of Organization of the corporation as
heretofore amended, except amendments to the following articles. Briefly
describe amendments below.
Article II is amended and restated to reflect the corporation's business
purpose.
Article III is amended and restated to reflect the corporation's
recapitalization.
Article IV is amended and restated to reflect the attached Continuation Sheet
4A.
Article V is deleted in its entirety and amended to insert the word "none".
Article VI is amended and restated to reflect the attached Continuation Sheets
6A, 6B and 6C.
SIGNED UNDER THE PENALTIES OF PERJURY, the 18th day of April, 2000
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James A. Gobes /s/ James A. Gobes , *President
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Brian C. Meeks /s/ Brian C. Meeks , *Clerk
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*Delete the inapplicable words. **If there are no amendments, state "None".
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THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
___________________________________________________________
___________________________________________________________
I hereby approve the within Restated Articles of Organization and the
filing fee in the amount of $63,700.00 having been paid, said
articles are deemed to have been filed with me this 19th day of
___April___, 2000.
Effective Date:________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILED BY CORPORATION
Photocopy of document to be sent to:
Peter B. Tarr, Esq.
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Hale and Dorr LLP
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60 State Street
Boston, MA 02109
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Telephone: (617) 526-6000
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