E-17
Exhibit No. 1
Form 10-SB
Transform Pack International, Inc.
ARTICLES OF INCORPORATION
OF
AUTOMATED MULTIPLE SYSTEMS, INC.
We, the undersigned, natural persons of full age, for the
purpose of forming a corporation under and pursuant to the
provisions of Chapter 301 of the Minnesota Statutes Business
Corporation Act, and laws amendatory thereof and supplementary
thereto, adopt the following Articles of Incorporation:
ARTICLE I
The name of this corporation is:
AUTOMATED MULTIPLE SYSTEMS, INC.
ARTICLE II
The duration of this corporation shall be perpetual.
ARTICLE III
The purposes for which this corporation is organized are as
follows:
(a). General business purposes.
(b). To do everything necessary, proper, advisable or
convenient for the accomplishment of the purposes hereinabove set
forth, and to do all other things incidental thereto or connected
therewith, which are not forbidden by the laws under which this
corporation is organized, by other laws or by these Articles of
Incorporation.
E-1
<PAGE>
(c). To carry out the purposes hereinabove set forth in any
State, Territory, District or possession of the United States, or
in any foreign country in which one or more of such purposes are
forbidden by law, to limit, in any certificate for application to
do business, the purpose or purposes which the corporation
proposes to carry on therein to such as are not forbidden by the
law thereof.
ARTICLE IV
The location and post office address of the registered office of
this corporation in the State of Minnesota is 2200 American
National Bank Building, 101 East Fifth Street, Saint Paul, County
of Ramsey, State of Minnesota 55101.
ARTICLE V
This corporation shall have all the powers granted to
private corporations organized for profit by said Minnesota
Business Corporation Act, and in furtherance and not in
limitation of the powers conferred by the laws of the State of
Minnesota upon corporations organized for the foregoing purposes,
the corporation shall have the power:
(a) To acquire, hold, mortgage, pledge or dispose of the
shares, bonds, securities or other evidences of indebtedness of
the United States of America, or of ay domestic or foreign
corporation, and while the holder of such shares, to exercise all
the privileges of ownership, including the right to voter
thereon, to the same extent as a natural person might or could do
by the president of this corporation or by proxy appointed by
him, unless some other person, by resolution of the Board of
Directors, shall be appointed to vote such share.
E-2
<PAGE>
(b) When and as authorized by the vote of the holders of
not less than a majority of the shares entitled to vote, at a
shareholders' meeting called for that purpose, or when authorized
upon the written consent of the holders of a majority of such
shares, to sell, lease, exchange or otherwise dispose of all, or
substantially all, of its property and assets, including its good
will, upon such terms and for such considerations which may be
money, shares, bonds, or other instruments for the payment of
money or other property, as the Board of Directors deems
expedient or advisable.
(c) To purchase or otherwise acquire on such terms and in
such manner as the By-Laws of this corporation from time to time
provide, and to own and hold shares of the capital stock of this
corporation, and to reissue the same from time to time.
(d) To acquire, hold, lease, encumber, convey or otherwise
dispose of either alone or in conjunction with others, real and
personal property within or without the State, and to take real
and personal property by Will or gift.
(e) To acquire, hold, take over as a going concern and
thereafter to carry on, mortgage, sell or otherwise dispose of,
either alone or in conjunction with others, the rights, property,
and business of any person, entity, partnership, association, or
corporation heretofore or hereafter engaged in any business, the
purpose of which is similar to the purposes set forth in Article
III of these Articles of Incorporation.
(f) To enter into any lawful arrangement for sharing of
profits, union of interest, reciprocal association, or
cooperation association with any corporation, association,
partnership, individual or other legal entity, for the carrying
on of any business, the purpose of which is similar to the
purpose set forth in Article III of these Articles of
Incorporation, and, insofar as it
E-3
<PAGE>
is lawful, to enter into any general or limited partnership, the
purpose of which is similar to such purposes.
ARTICLE VI
Any agreement for consolidation or merger with one or more
foreign or domestic corporations may be authorized by vote of the
holders of a majority of the shares entitled to vote.
ARTICLE VII
The aggregate number of shares which this corporation shall
have authority to issue is one hundred thousand (100,000) shares,
with a par value of One ($1.00) Dollar per share, having an
aggregate par value of One Hundred Thousand ($100,000) Dollars,
which shall be known as "common stock."
(a) 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 available therefore, dividends,
payable either in cash, in property, or in shares of the capital
stock of the corporation.
(b) No holder of stock of the corporation shall be entitled
to any cumulative voting rights.
(c) No holder of stock of the corporation shall be entitled
to any pre-emptive rights to subscribe for additional shares of
the corporation's stock.
ARTICLE VIII
The Board of Directors shall have the power:
(a) To accept or reject any subscription for the shares of
this corporation, whether such subscription be made before or
after incorporation.
(b) To make and alter By-Laws, subject to the power of the
shareholders by a majority vote to change or repeal such By-Laws.
E-4
<PAGE>
(c) To fix the terms, provisions and conditions of any
rights to convert any of the securities of this corporation into
shares of stock of this corporation, or of options to purchase or
subscribe for shares of any class of shares of this corporation,
including the conversion basis or bases and the option price of
prices at which shares may be purchased or subscribed for and to
authorize the issuance thereof.
(d) To fix or alter, from time to time, in respect of
shares then unallotted, any or all of the dividend rate, the
redemption price, the liquidation price, the conversion rights
and the sinking or purchase fund rights of any class, or any
series of any class, or the number of shares constituting any
series of any class.
ARTICLE IX
The minimum amount of stated capital with which this
corporation will begin business is One Thousand ($1,000.00)
Dollars.
ARTICLE X
The names and post office addresses of the Incorporators of
this corporation are as follows:
NAME ADDRESS
Lynette L. Guertin 2200 American National Bank Building
St. Paul, Minnesota 55101
Kristine U. Trenda 2200 American National Bank Building
St. Paul, Minnesota 55101
Teresa A. McGuire 2200 American National Bank Building
St. Paul, Minnesota 55101
E-5
<PAGE>
ARTICLE XI
The names and post office addresses of the first Board of
Directors are as follows:
NAME ADDRESS
Lynette L. Guertin 2200 American National Bank Building
St. Paul, Minnesota 55101
Kristine U. Trenda 2200 American National Bank Building
St. Paul, Minnesota 55101
Teresa A. McGuire 2200 American National Bank Building
St. Paul, Minnesota 55101
whose terms of office shall continue until the first annual
meeting of shareholders, or until their successors are duly
elected and have qualified.
ARTICLE XII
All or any portion of these Articles of Incorporation may be
amended solely by the affirmative vote of a majority of the stock
entitled to vote.
IN WITNESS WHEREOF, we have hereunto set our hands this 30th
day of January, 1975.
/s/ Lynette L. Guertin
/s/ Kristine U. Trenda
/s/ Teresa A. McGuire
STATE OF MINNESOTA )
)ss
COUNTY OF RAMSEY )
E-6
<PAGE>
On this 30th day of January, 1975, personally appeared
before me LYNETTE L. GUERTIN, KRISTINE U. TRENDA, and TERESA A.
MCGUIRE, to me known to be the persons named in and who executed
the same as their own free act and deed, for the uses and
purposes herein expressed.
/s/ Notary Public
E-7
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
AUTOMATED MULTIPLE SYSTEMS, INC.
The undersigned, Louis A. Scotti and Robert W. Anderson,
being respectively the President and Secretary/Treasurer of
Automated Multiple Systems, Inc., a Minnesota Corporation, do
hereby certify that in accordance with Section 301.26 of the
Minnesota Statutes, all of the Shareholders of said Corporation
who would be entitled to Notice of Meeting, did adopt, by
affixing their signatures to a written resolution, the following
amendment to the Articles of Incorporation of said Corporation,
effective the 14th day of February, 1975:
RESOLVED, that Article VII of the Articles of Incorporation
shall be amended as follows:
VII.
The aggregate number of shares which this Corporation
shall have authority to issue is 400,000 shares, with a par value
of Twenty-Five Cents ($.25) per share, having an aggregate par
value of $100,000.00, which shall be known as "common stock".
a. 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 available therefore, dividends,
payable either in cash, in property, or in shares of the capital
stock of this Corporation.
b. No holders of stock of this Corporation shall be entitled to
any cumulative voting rights.
c. No holder of stock of the Corporation shall be entitled to
any pre-emptive rights to subscribe for additional shares of the
Corporation's stock.
/s/ Louis A. Scotti
/s/ Robert W. Anderson
E-8
<PAGE>
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
On this ______ day of April, 1975, before me, a Notary
Public within and for said County, personally appeared LOUIS A.
SCOTTI and ROBERT W. ANDERSON, to me personally known, who being
by me duly sworn, did say that they are the President and
Secretary/ Treasurer of the Corporation named in the foregoing
instrument, and that said instrument was signed in behalf of said
Corporation by authority of its Board of Directors and said Louis
A. Scotti and Robert W. Anderson acknowledge said instrument to
be the free act and deed of said Corporation.
/s/ Notary Public
E-9
<PAGE>
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
AUTOMATED MULTIPLE SYSTEMS, INC.
We, the undersigned, Louis A. Scotti and Robert W. Anderson,
being respectively the President and Secretary of Automated
Multiple Systems, Inc., a Minnesota corporation, hereby certify
that in accordance with the provisions of Section 301.26 of the
Minnesota Statutes, at a duly called meeting of the Shareholders,
the following resolution was unanimously adopted by the
Shareholders of said Corporation, as hereinafter set forth,
effective the 5th day of January, 1976.
RESOLVED, that Article I of the Articles of
Incorporation of this corporation is hereby amended to read as
follows:
ARTICLE I.
The name of this corporation is : Stylus, Inc.
IN WITNESS WHEREOF, we have hereunto set out hands this 13th
day of January, 1976.
/s/ Louis A. Scotti
/s/ Robert W. Anderson
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
LOUIS A. SCOTTI and ROBERT W. ANDERSON, being first duly
sworn, upon oath, depose and say that they are respectively the
President and Secretary of Automated Multiple Systems, Inc., the
Minnesota corporation named in the foregoing Certificate, the
said Certificate contains a true statement of the action of
Shareholders taken by resolution of the Shareholders as described
therein, that said Certificate is executed on behalf of said
corporation by its express authority and that they further
acknowledge the same to be their own free act and deed and the
free act and deed of said corporation.
/s/ Louis A. Scotti
/s/ Robert W. Anderson
Subscribed and sworn to before me this 13th day of January,
1976.
/s/ Notary Public
E-10
<PAGE>
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
STYLUS, INC.
We, the undersigned, Louis A. Scotti and Robert W. Anderson,
being respectively the President and Secretary of Stylus, Inc., a
Minnesota corporation, hereby certify that in accordance with the
provisions of Section 301.26 of the Minnesota Statutes, by a
unanimous written resolution duly executed by all of the
Shareholders of said corporation, the Resolution as hereinafter
set forth was adopted effective the 1st day of July, 1976.
VII.
The aggregate number of shares which this corporation shall
have authority to issue is Four Hundred Thousand (400,000)
shares, with a par value of Forty Cents ($.40) per share, having
an aggregate par value of One Hundred Sixty Thousand and No/100
Dollars ($160,000.00), which shall be known as "common stock".
a. 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 available therefore, dividends,
payable either in cash, in property, or in shares of the capital
stock of this Corporation.
b. No holder of stock of this Corporation shall be entitled to
any cumulative voting rights.
c. No holder of stock of the Corporation shall be entitled to
any pre-emptive rights to subscribe for additional shares of the
Corporation's stock.
IN WITNESS WHEREOF, we have hereunto set out hands this 1st
day of July, 1976.
/s/ Louis A. Scotti
/s/ Robert W. Anderson
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
LOUIS A. SCOTTI and ROBERT W. ANDERSON, being first duly
sworn, upon oath, depose and say that they are respectively the
President and Secretary of Stylus, Inc., the Minnesota
corporation named in the foregoing Certificate, the said
Certificate contains a true statement of the action of
Shareholders taken by vote of the Shareholders as described
therein, that said Certificate is executed on behalf of said
corporation by its express authority and that they further
acknowledge the same to be their own free act and deed and the
free act and deed of said corporation.
E-11
<PAGE>
/s/ Louis A. Scotti
/s/ Robert W. Anderson
Subscribed and sworn to before me this 1st day of July, 1976.
/s/ Notary Public
E-12
<PAGE>
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
STYLUS, INC.
We, the undersigned, Louis A. Scotti and Robert W. Anderson,
being respectively the President and Secretary of Stylus Inc., a
Minnesota corporation, hereby certify that in accordance with the
provisions of Section 301.26 of the Minnesota Statutes, at a duly
called special meeting of the shareholders, the Resolution as
hereinafter set forth was adopted effective the 19th day of June,
1978.
VII.
The aggregate number of shares which this corporation shall
have authority to issue is Eight Hundred Thousand (800,000)
shares, with a par value of Twenty Cents ($.20) per share, having
an aggregate par value of One Hundred Sixty Thousand and No/100
Dollars ($160,000.00), which shall be known as "common stock."
a. 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 available therefore, dividends,
payable either in cash, in property, or in shares of capital
stock of this Corporation.
b. No holder of stock of this Corporation shall be entitled to
any cumulative voting rights.
c. No holder of stock in the Corporation shall be entitled to
any pre-emptive rights to subscribe for additional shares of the
Corporation's stock.
IN WITNESS WHEREOF, we have set out hands this 19th day of
June, 1978.
/s/ Louis A. Scotti
/s/ Robert W. Anderson
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
LOUIS A. SCOTTI and ROBERT W. ANDERSON, being first duly
sworn, upon oath, depose and say that they are respectively the
President and Secretary of Stylus, Inc., the Minnesota
corporation named in the foregoing Certificate, the said
Certificate contains a true statement of the action of
Shareholders taken by vote of the Shareholders as described
therein, that said Certificate is executed on behalf of said
corporation by its express authority and that they further
acknowledge the same to be their own free act and deed and the
free act and deed of said corporation.
E-13
<PAGE>
/s/ Louis A. Scotti
/s/ Robert W. Anderson
Subscribed and sworn to before me this 19 day of June, 1978.
/s/ Notary Public
E-14
<PAGE>
State of Minnesota
Office of the Secretary of State
AMENDMENT OF ARTICLES OF INCORPORATION
STYLUS, INC.
This amendment is effective on the day it is filed with the
Secretary of State, unless you indicate another date, no later
than 30 days after filing with the Secretary of State, in this
box: __________
The following amendments of articles or modifications to the
statutory requirements regulating the above corporation were
adopted: (Insert full text of newly amended or modified articles
(s), indicating which article(s) is (are) being amended or added.
If the full text of the amendment will not fit in the space
provided, please do not use this form. Instead, retype the
amendment on a separate sheet or sheets using this format.)
See attached.
This amendment has been approved pursuant to chapter 302A,
Minnesota Statutes.
I certify that I am authorized to execute this amendment and I
further certify that I understand that by signing this amendment,
I am subject to the penalties of perjury as set forth in section
609.48 as if I had signed this amendment under oath.
/s/
E-15
<PAGE>
ARTICLE I
To change the name of the Company to Cybernetics, Inc.
ARTICLE VII
The corporation shall be authorized to issue Forty Million
(40,000,000) shares of common stock with $.004 par value. The
corporation shall also be authorized to issue Five Million
(5,000,000) shares of undesignated stock $.01 par value with such
rights as Board of Directors may from time to time determine.
Each shareholder shall be entitled to one vote per share and
there shall be no cumulative voting rights. No shareholder of
the corporation shall have any preemptive right to subscribe to
or purchase any new or additional shares of any class of stock of
this corporation.
ARTICLE XIII
No director shall have personal liability to the Corporation
or its shareholders for monetary damages for breach of fiduciary
duty as a director. Nothing in these Articles shall eliminate or
limit the liability of a director:
a. for any breach of the director's duty of loyalty to the
Corporation or its shareholders;
b. for acts or omissions not in good faith or that involves
intentional misconduct or a knowing violation of law;
c. under Section 302A.559 or 80A.23;
d. for any transaction from which the director derived an
improper personal benefit; or
e. for any act or omission occurring prior to the date when the
provision in the articles eliminating or limiting liability
becomes effective."
E-16
<PAGE>
MINNESOTA SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
CORPORATE NAME:
Cybernetics, Inc.
This amendment is effective on the day it is filed with the
Secretary of State, unless you indicate another date, no later
than 30 days after filing with the Secretary of State.
The following amendment of articles regulating the above
corporation was adopted: (Total number of pages including this
form 1)
ARTICLE I
The name of the Company shall be Transform Pack
International, Inc.
This amendment has been approved pursuant to Minnesota Statutes
chapter 302A or 317A. I certify that I am authorized to execute
this amendment and I further certify that I understand that by
signing this amendment, I am subject to the penalties of perjury
as set forth in section 609.48 as if I had signed this amendment
under oath.
/s/
E-17
<PAGE>
