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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 6, 1998
ARTESYN TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Florida 0-4466 59-1205269
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(STATE OR OTHER JURISD- (COMMISSION (IRS EMPLOYER
ICTION OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
7900 Glades Road, Suite 500, Boca Raton, Florida 33434-4105
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (561) 451-1000
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COMPUTER PRODUCTS, INC.
-----------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On May 6, 1998, shareholders of Computer Products, Inc. (the "Company") approved
an amendment to the Company's Articles of Incorporation which amendment changed
the Company's name to Artesyn Technologies, Inc. The new name reflects the
merger of the Company with Zytec Corporation that was approved by shareholders
on December 29, 1997. Since the merger, Computer Products has been doing
business as Artesyn Technologies pending shareholder approval of the amendment
to the Company's Articles of Incorporation.
Shares of the Company's common stock began trading under the Company's new
Nasdaq National Market symbol of "ATSN" on May 7, 1998.
A copy of the press release with respect to the name change is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit No. Description
3.1 Articles of Amendment to Articles of Incorporation of Computer Products,Inc.
99.1 Press release issued by Artesyn Technologies on May 6, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARTESYN TECHNOLOGIES, INC.
--------------------------
(Registrant)
Dated: May 11, 1998
By: /s/ Richard J. Thompson
------------------------------
Richard J.Thompson,
Vice President-Finance and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
3.1 Articles of Amendment to Articles of Incorporation of Computer
Products, Inc.
99.1 Press release issued by Artesyn Technologies on May 6, 1998.
FILED
March 18, 1968
Secretary of State
Division of Corporations
ARTICLES OF INCORPORATION
OF
COMPUTER PRODUCTS, INC.
The undersigned subscribers be these Articles of Incorporation, each a
natural person competent to contract, hereby associate themselves together to
form a corporation under the laws of the State of Florida.
ARTICLE I. NAME
The name of this corporation is:
COMPUTER PRODUCTS, INC.
ARTICLE II. NATURE OF BUSINESS
The general nature of the business to be transacted by this corporation
is:
a) To engage in research and development, purchase, sale, import, export,
license, distribution, design, manufacture, or rental of any product, machine,
apparatus, appliance, merchandise, and property of every kind and description,
ideas, systems, procedures, and services of any nature, including, without
limiting the generality of the foregoing, all types of products which possess an
internal intelligence for recognizing and correlating any type of data or
information to be processed, pattern interpretation, recognition and memory
systems and equipment, optical scanning, analog and digital computers,
components, all types of electrical, mechanical, electro mechanical and
electronic products and systems such as for analysis of visible, radar, sonar or
other imports, voice recognition and identification of voice elements and
magnetic storage and drums.
b) To purchase, lease, exchange, hire or otherwise acquire lands or any
interest therein, wherever situated, to erect, construct, rebuild, enlarge,
alter, improve, maintain, manage and operate any lands owned or leased by the
corporation, or upon any other houses, structures, buildings, or other works of
any description on lands; to sell, lease, sublet, mortgage, exchange or
otherwise dispose of any lands or any interest therein, or any houses,
structures, buildings or other works owned, leased, managed or controlled by the
corporation; to engage generally in the real estate business, as principal,
agent, broker or otherwise, and generally to buy, sell, lease, mortgage,
exchange, manage, operate and deal in lands or interests in lands, houses,
structures, buildings, or other works and to purchase, acquire, hold, exchange,
pledge, hypothecate, sell, deal in, deal with, and dispose of tax liens,
transfers or tax liens and any other interests in real estate.
c) To contract debts and borrow money, issue and sell or pledge bonds,
debentures, notes and other evidences of indebtedness, and execute such
mortgages, transfers of corporate property or other instruments to secure the
payment of corporate indebtedness as required.
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d) To purchase the corporate assets of any other corporation and engage in
the same or other character of business.
e) To guarantee, endorse, purchase, hold, sell, transfer, mortgage, pledge
or otherwise acquire or dispose of the shares of the capital stock of, or any
bonds, securities, or other evidences of indebtedness created by any other
corporation of the State of Florida or any other state or government, and while
owner of such stock to exercise all the rights, powers and privileges of
ownership, including the right to vote such stock.
f) To exercise all powers convenient, incident to, or necessary in the
proper conduct of its business, which are granted to corporations for profit
under the laws of the State of Florida, either by the terms of this charter or
by virtue of the laws of the State of Florida.
ARTICLE III. CAPITAL STOCK.
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 1,000 shares of common stock having a
nominal or par value of $10.00 per share; all shares shall be paid in lawful
money of the United States of America or in property, labor or services; where
said stock is paid for by property, labor or services, the just value thereof
shall be fixed by the Board of Directors of the corporation in the manner
provided for by the laws of the State of Florida.
ARTICLE IV. INITIAL CAPITAL
The amount of capital with which this corporation will begin business is
not less than five hundred dollars ($500.00).
ARTICLE IV. TERM OF EXISTENCE
This corporation is to exist perpetually.
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ARTICLE V. ADDRESS
The initial post office address of the principal office of this corporation
in the State of Florida is: 2801 East Oakland Park Boulevard, Fort Lauderdale,
Florida. The Board of Directors may from time to time move the principal office
to any other address in Florida.
ARTICLE VI. DIRECTORS
This corporation shall have three (3) directors, initially. The number of
directors may be increased or diminished from time to time, by by-laws adopted
by the stockholders, but shall never be less than three.
ARTICLE VIII. INITIAL DIRECTORS
The names and post office addresses of the members of the first Board of
Directors are:
David C. Yoder 2801 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
Daniel S Wiper 2801 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
Robert B. McPhail 2801 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
ARTICLE IX. SUBSCRIBERS
The names and post office addresses of the subscribers of these Articles of
Incorporation are:
David C. Yoder 2801 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
Daniel S Wiper 2801 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
Robert B. McPhail 2801 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
ARTICLE X. AMENDMENT
These Articles of Incorporation may be amended in the manner provided by
law. Every amendment shall be approved by the Board of Directors, proposed by
them to the stockholders, and approved at a stockholders' meeting by a majority
of the stock entitled to vote thereon, unless all the directors and all the
stockholders sign a written statement manifesting their intention that a certain
amendment of these Articles of Incorporation be made.
ARTICLE XI. LOST OR DESTROYED STOCK CERTIFICATES
Stock certificates to replace lost or destroyed certificates shall be
issued only in accordance with the by-laws of this corporation.
ARTICLE XII. PRE-EMPTIVE RIGHTS
No stockholder of the corporation shall, because of his ownership of stock,
have a pre-emptive or other right to purchase, subscribe for, or take any part
of any stock or any part of the notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase stock of the
corporation issued, optioned or sold by it after its incorporation. Any part of
the capital stock and any part of the notes, debentures, bonds, or other
securities convertible into or carrying options or warrants to purchase stock of
the corporation authorized by these Articles of Incorporation or by an amended
certificate duly filed, may at any time be issued, optioned for sale, and sold
or disposed of by the corporation pursuant to resolution of the Board of
Directors to such persons and upon such terms as may to such Board seem proper
without first offering such stock or securities or any part thereof to existing
stockholders.
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IN WITNESS WHEREOF, the undersigned incorporators have hereunto set their
hands and seals on this 12th day of March, 1968.
David C. Yoder
--------------------------------
David C. Yoder
Daniel S. Wiper
--------------------------------
Daniel S. Wiper
Robert B. McPhail
--------------------------------
Robert B. McPhail
STATE OF FLORIDA )
)
COUNTY OF BROWARD )
I HEREBY CERTIFY that on this day, before me, a Notary Public duly
authorized in the state and county named above to take acknowledgments,
personally appeared DAVID C. YODER, DANIEL S. WIPER, ROBERT B. McPHAIL, to me
known to be the persons described as subscribers in and who executed the
foregoing Articles of Incorporation, and acknowledged before me that they
subscribed to those Articles of Incorporation. WITNESS my hand and official seal
in the county and state named above this 12th day of March, 1968.
Jerri E. Bennett
--------------------------
NOTARY PUBLIC
Notary public State of Florida at Large
My commission expires July 16, 1971
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FILED February 28, 1969
Secretary of State
Tallahassee, Florida
CERTIFICATE OF THE BOARD OF DIRECTORS
AND STOCKHOLDERS OF
COMPUTER PRODUCTS, INC.
The undersigned, being all of the Stockholders and Directors of COMPUTER
PRODUCTS, INC., a corporation organized and existing under the laws of the State
of Florida, do hereby amend the Articles of Incorporation of COMPUTER PRODUCTS,
INC., a Florida corporation by the deletion of Article III. Capital Stock, and
the new Article III shall read as follows:
ARTICLE III.
CAPITAL STOCK
The maximum number of shares that this corporation is authorized to have
outstanding at any one time is Two Million (2,000,000) Shares of common stock
having a nominal or par value of One Cent ($.01) per share; all shares shall be
paid in lawful money of the United States of America or in property, labor or
services; where said stock is paid for by property, labor or services, the just
value thereof shall be fixed by the Board of Directors of the Corporation in the
manner provided for by the laws of the State of Florida.
We certify that we do hereby fully approve and adopt the foregoing
Amendment to the Articles of Incorporation of COMPUTER PRODUCTS, INC.
IN WITNESS WHEREOF, we have hereby executed this Certificate on the 17th
day of February, 1969.
Bernice Yoder
------------------------------
Bernice Yoder, Stockholder
David C. Yoder
------------------------------
David C. Yoder, Director and
Stockholder
Jane L. Wiper
------------------------------
Jane L. Wiper, Stockholder
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Daniel S. Wiper
------------------------------
Daniel S. Wiper, Director
and Stockholder
John H. Searcy
------------------------------
John H. Searcy, Stockholder
Robert B. McPhail
------------------------------
Robert B. McPhail, Stockholder
Bert Sager
------------------------------
Bert Sager, Director and
Stockholder
Edward H. Claggett
------------------------------
Edward H. Claggett, Stockholder
William C. Maxey
------------------------------
William C. Maxey, Stockholder
Andrew B. Greenman
------------------------------
Andrew B. Greenman, Stockholder
Lawrence Brett
------------------------------
Lawrence Brett, Stockholder
COLEMAN & COMPANY, Stockholder
By Benjamin M. Rosen, Partner
-------------------------------
Benjamin M. Rosen
PENINSULAR TITLE INSURANCE COMPANY
Stockholder
By Donald L. Goetz, Vice President
-------------------------------
Donald L. Goetz
PENINSULAR FIRE INSURANCE COMPANY
Stockholder
By Donald L. Goetz, Vice President
-------------------------------
Donald L. Goetz
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THE PENINSULAR PENSION TRUST
Stockholder
By Donald L. Goetz, Trustee
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Donald L. Goetz
Peter W. Burnahm
--------------------------------
Peter W. Burnahm, Stockholder
Edward J. Schneider
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Edward J. Schneider
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STATE OF FLORIDA )
)
COUNTY OF BROWARD )
I HEREBY CERTIFY that on this day, before me, an officer duly qualified to
take acknowledgments, personally appeared BERNICE YODER, DAVID C. YODER, JANE L.
WIPER, DANIEL S. WIPER, JOHN H. SEARCY, ROBERT B. McPHAIL, EDWARD H. CLAGGETT,
WILLIAM C. MAXEY, ANDREW B. GREENMAN, PETER W. BURNAHM, EDWARD J. SCHNEIDER, and
who upon oath acknowledged before me that they executed the foregoing
Certificate of Computer Products, Inc. and affixed their signatures thereto as
such stockholders and directors of said corporation for the purposes therein
expressed.
WITNESS my hand and official seal in the county and state named above this
17th day of February, 1969.
Gladys Hickey
--------------------------
NOTARY PUBLIC
My commission expires July 11, 1969
STATE OF FLORIDA )
)
COUNTY OF DADE )
I HEREBY CERTIFY that on this day, before me, an officer duly qualified to
take acknowledgments, personally appeared BERT SAGER and LAWRENCE BRETT, who
upon oath acknowledged before me that they executed the foregoing Certificate of
Computer Products, Inc. and affixed their signatures thereto as such
stockholders and directors of said corporation for the purposes therein
expressed.
WITNESS my hand and official seal in the county and state named above this
17th day of February, 1969.
Gladys Hickey
--------------------------
NOTARY PUBLIC
My commission expires July 11, 1969
STATE OF NEW YORK )
)
COUNTY OF NEW YORK)
I HEREBY CERTIFY that on this day, before me, an officer duly qualified to
take acknowledgments, personally appeared BENJAMIN M .ROSEN, as Partner of
COLEMAN & COMPANY, who upon oath acknowledged before me that he executed the
foregoing Certificate of Computer Products, Inc. on behalf of Coleman & Company,
Stockholder of Computer Products, Inc. for the purposes therein expressed.
WITNESS my hand and official seal in the county and state named above this
19th day of February, 1969.
Leo H. Boruchoff
--------------------------
NOTARY PUBLIC
Notary Public, State of New York
No. 03-03615060
Qualified in Bronx County
Commission Expires
March 30, 1969
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STATE OF FLORIDA )
)
COUNTY OF DURVAL )
I HEREBY CERTIFY that on this day, before me, an officer duly qualified to
take acknowledgments, personally appeared Donald L. Goetz as Vice President of
PENINSULAR TITLE INSURANCE COMPANY, Stockholder; Donald L. Goetz as Vice
President of PENINSULAR FIRE INSURANCE COMPANY, Stockholder; and Donald L. Goetz
as Trustee of THE PENINSULAR PENSION TRUST, Stockholder, who upon oath
acknowledged before me that they executed the foregoing Certificate of Computer
Products, Inc. on behalf of the respective stockholders and directors of said
corporation for the purposes therein expressed.
WITNESS my hand and official seal in the county and state named above this
21st day of February, 1969.
Etta McBrien
--------------------------
NOTARY PUBLIC
Notary Public, State of Florida at Large
My commission expires Feb. 20, 1970
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Filed August 18, 1977
Secretary of State
Division of Corporations
Tallahassee, Florida
COMPUTER PRODUCTS, INC.
AMENDMENT TO ARTICLES OF INCORPORATION
At the annual meeting of the stockholders of Computer Products, Inc., a
corporation organized and existing pursuant to the Laws of the State of Florida,
held May 14, 1977, pursuant to Notice to the stockholders which included notice
that the proposed Amendment to the Articles of Incorporation as hereinafter set
forth would be brought up for consideration and vote at that meeting, Article
III of the Articles of Incorporation of Computer Products, Inc., was by a
majority vote of all of the stockholders of the corporation amended to read as
follows:
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 5 million shares of
common stock having a nominal or par value of $.01 per share, all
shares shall be paid in lawful money of the United States of America or
in property, labor or services; where said stock is paid for by
property, labor or services, the just value thereof shall be fixed by
the Board of Directors of the corporation in the manner provided for by
the laws of the State of Florida.
The said Amendment was duly adopted by the shareholders at said meeting on
May 14, 1977.
IN WITNESS WHEREOF, these Articles of Amendment are executed on this 8th
day of August, 1977.
COMPUTER PRODUCTS, INC.
By: David C. Yoder
-------------------------
David C. Yoder, President
Attest: Dorothy W. Dwyer
--------------------
Secretary
STATE OF FLORIDA )
) ss.:
COUNTY OF BROWARD )
On this day personally appeared before me, the undersigned authority,
DOROTHY W. DWYER, who, being by me first duly sworn, deposes, acknowledges and
says that she is the person who as Secretary, together with DAVID C. YODER, as
President, executed the foregoing Articles of Amendment on behalf of Computer
Products, Inc., a corporation organized and existing pursuant to the Laws of the
State of Florida, and that the foregoing Articles of Amendment are true and
correct and that the same is the act and deed of said corporation.
IN WITNESS WHEREOF, I have set my hand and official seal this 8th day
of August, 1977, at Fort Lauderdale, Broward County, Florida.
Thomas E. Adams
--------------------------
Notary Public, State of
Florida at large
My Commission Expires:
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Filed May 22, 1980
Secretary of State
Tallahassee, Florida
COMPUTER PRODUCTS, INC.
AMENDMENT TO ARTICLES OF INCORPORATION
At the annual meeting of the stockholders of Computer Products, Inc., a
corporation organized and existing pursuant to the Laws of the State of Florida,
held May 16, 1980, pursuant to Notice to the stockholders which included notice
that the proposed Amendment to the Articles of Incorporation as hereinafter set
forth would be brought up for consideration and vote at that meeting, Article
III of the Articles of Incorporation of Computer Products, Inc., was by a
majority vote of all of the stockholders of the corporation amended to read as
follows:
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 10 million shares of
common stock having a nominal or par value of $.01 per share, all
shares shall be paid in lawful money of the United States of America or
in property, labor or services; where said stock is paid for by
property, labor or services, the just value thereof shall be fixed by
the Board of Directors of the corporation in the manner provided for by
the laws of the State of Florida.
The said Amendment was duly adopted by the shareholders at said meeting
on May 16, 1980.
IN WITNESS WHEREOF, these Articles of Amendment are executed on this
20th day of May, 1980.
COMPUTER PRODUCTS, INC.
By: David C. Yoder
-------------------------
David C. Yoder, President
Attest: Dorothy W. Dwyer
--------------------
Secretary
STATE OF FLORIDA )
) ss.:
COUNTY OF BROWARD )
On this day personally appeared before me, the undersigned authority,
DOROTHY W. DWYER, who, being by me first duly sworn, deposes, acknowledges and
says that she is the person who as Secretary, together with DAVID C. YODER, as
President, executed the foregoing Articles of Amendment on behalf of Computer
Products, Inc., a corporation organized and existing pursuant to the Laws of the
State of Florida, and that the foregoing Articles of Amendment are true and
correct and that the same is the act and deed of said corporation.
IN WITNESS WHEREOF, I have set my hand and official seal this 20th day
of May, 1980, at Fort Lauderdale, Broward County, Florida.
Thomas E. Adams
-------------------------
Notary Public, State of
Florida at large
My Commission Expires:
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Filed June 6, 1983
Secretary of State
Tallahassee, Florida
COMPUTER PRODUCTS, INC.
AMENDMENT TO ARTICLES OF INCORPORATION
At the annual meeting of the stockholders of Computer Products, Inc., a
corporation organized and existing pursuant to the Laws of the State of Florida,
held May 6, 1983, pursuant to Notice to the stockholders which included notice
that the proposed Amendment to the Articles of Incorporation as hereinafter set
forth would be brought up for consideration and vote at that meeting, Article
III of the Articles of Incorporation of Computer Products, Inc., was by a
majority vote of all of the stockholders of the corporation amended to read as
follows:
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 40,000,000 shares of
common stock having a nominal or par value of One Cent ($.01) per
share, all shares shall be paid in lawful money of the United States of
America or in property, labor or services; where said stock is paid for
by property, labor or services, the just value thereof shall be fixed
by the Board of Directors of the corporation in the manner provided for
by the laws of the State of Florida.
The said Amendment was duly adopted by the shareholders at said meeting
on May 6, 1983.
IN WITNESS WHEREOF, these Articles of Amendment are executed on this
6th day of May, 1983.
COMPUTER PRODUCTS, INC.
By: David C. Yoder
-------------------------
David C. Yoder, President
Attest: Dorothy W. Dwyer
--------------------
Secretary
ACKNOWLEDGMENT
The foregoing Amendment to Articles of Incorporation of Computer Products, Inc.
was acknowledged before me on this 16th day of May, 1983 by David C. Yoder,
President of Computer Products, Inc., a Florida corporation, on behalf of the
corporation.
Janice McCorey
----------------------------
Notary Public, State of
Florida at large
My Commission Expires:
Nov. 5. 1986
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FILED February 12, 1987
Secretary of State
Tallahassee, Florida
ARTICLES OF MERGER
OF
CPRC, INC.
AND
REMOTE SYSTEMS, INC.
INTO COMPUTER PRODUCTS, INC.
Pursuant to the provisions of Section 607.227 of the Florida General
Corporation Act, the undersigned hereby certify:
FIRST The names of the corporations which are parties to the merger are
CPRC, Inc., a Delaware corporation, and Remote Systems, Inc., a Louisiana
corporation, and the name of the surviving corporation is Computer Products,
Inc., a Florida Corporation ("CPI").
SECOND: The Board of Directors of CPI, by resolution duly adopted on
January 13, 1987, determined to merge CPRC, Inc. and Remote System, Inc. with
and into CPI, and to assume all of the obligations of each of CPRC, Inc. and
Remote Systems, Inc., said resolutions being attached hereto as Exhibits A and
B, respectively, and made a part hereof.
THIRD: The designation and number of outstanding shares of each share of
each subsidiary corporation and the number of such shares of each class owned by
CPI, the surviving corporation, are as follows:
Number of Shares
Owned by
Name of Number of Shares Designation Surviving
Corporation Outstanding Of Class Corporation
- ----------- ---------------- ----------- -----------------
CPRC, Inc. 200 Common Shares 200
$.01 par value
Remote 1,000 Common Shares 1,000
Systems, $.01 par value
Inc.
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Merger to be executed in its name by its President and Secretary this 30th
day of January, 1987.
COMPUTER PRODUCTS, INC.
By: Edward J. Schneider
----------------------------
Edward J. Schneider, President
By: Keith F. Vreeland
----------------------------
Keith F. Vreeland, Secretary
STATE OF FLORIDA )
) ss.:
COUNTY OF BROWARD )
I, Mary Ann Jans, a Notary Public do hereby certify that on the 30th
day of January, 1987, EDWARD J. SCHNEIDER personally appeared before me, being
first duly sworn by me, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein are
true.
IN WITNESS WHEREOF, I have set my and seal this day and year before
written.
Mary Ann Jans
----------------------------
Notary Public
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EXHIBIT A
RESOLUTIONS UNANIMOUSLY ADOPTED BY
THE BOARD OF DIRECTORS OF
COMPUTER PRODUCTS, INC.
ON JANUARY 13, 1987
"WHEREAS, this Corporation owns all of the stock of CPRC,
Inc., a Delaware corporation, ("CPRC"), and desires to merge CPRC with and into
this Corporation'
NOW, THEREFORE, be it:
RESOLVED, that this Corporation is hereby authorized
to merge with its wholly-owned subsidiary, CPRC, with this
Corporation being the surviving Corporation, and to thereby
assume all of the obligations of CPRC; and further
RESOLVED, that the proper officers of this
Corporation be, and they hereby are, authorized and directed
to make and execute, in its name and under its corporate seal,
and to file in the proper public offices, certificates or
articles of merger, setting forth a copy of these resolutions,
to effectuate such merger; and further
RESOLVED, that the officers of this Corporation be,
and they hereby are, authorized and directed to take such
further action as in their judgment may be necessary or proper
to consummate the merger provided for by these resolutions.
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EXHIBIT B
RESOLUTIONS UNANIMOUSLY ADOPTED BY
THE BOARD OF DIRECTORS OF
COMPUTER PRODUCTS, INC.
ON JANUARY 13, 1987
"WHEREAS, this Corporation owns all of the stock of Remote
Systems, Inc., a Louisiana corporation, ("RSI"), and desires to merge RSI with
and into this Corporation'
NOW, THEREFORE, be it:
RESOLVED, that this Corporation is hereby authorized
to merge with its wholly-owned subsidiary, RSI, with this
Corporation being the surviving Corporation, and to thereby
assume all of the obligations of RSI; and further
RESOLVED, that the proper officers of this
Corporation be, and they hereby are, authorized and directed
to make and execute, in its name and under its corporate seal,
and to file in the proper public offices, certificates or
articles of merger, setting forth a copy of these resolutions,
to effectuate such merger; and further
RESOLVED, that the officers of this Corporation be,
and they hereby are, authorized and directed to take such
further action as in their judgment may be necessary or proper
to consummate the merger provided for by these resolutions.
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FILED May 15, 1989
Secretary of State
Tallahassee, Florida
Articles of Amendment
of Articles of Incorporation
of
COMPUTER PRODUCTS, INC.
To the Department of State
State of Florida
Pursuant to the provisions of the Florida General Corporation Act, the
corporation hereinafter named does hereby adopt the following Articles of
Amendment.
1. The name of the corporation is Computer Products, Inc.
2. Article III of the Articles of Incorporation of the corporation
which relates to the authorized shares of the corporation, is amended so as to
read as follows:
"ARTICLE III. CAPITAL STOCK
The total number of shares of capital stock which the
corporation is authorized to issue is eighty-one million (81,000,000)
of which eighty million (80,000,000) shares are common stock, par value
$.01 per share ("Common Stock") and one million (1,000,000) shares of
preferred stock, par value $.01 per share (Preferred Stock").
1. The Preferred Stock may be issued from time to time in one
or more series with such distinctive designations as may be stated in
the resolution or resolutions providing for the issue of such stock
from time to time adopted by the Board of Directors. The resolution or
resolutions providing for the issue of shares of a particular series
shall fix, subject to applicable law, the designations, rights,
preferences and limitations of the shares of each such series. The
authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
(a) the number of shares constituting such series, including
the authority to increase or decrease such number, and the distinctive
designation of such series;
(b) the dividend rate of the shares of such series, whether
the dividends shall be cumulative and, if so, the date from which they
shall be cumulative, and the relative rights of priority, if any, of
payment of dividends on shares of such series;
(c) the right, if any, of the corporation to redeem shares of
such series and the terms and conditions of such redemption;
(d) the rights of the shares in case of a voluntary or
involuntary liquidation, dissolution or winding up of the corporation,
and the relative rights of priority, if any, of payment of shares of
such series;
(e) the voting power, if any, for such series and the terms
and conditions under which such voting power may be exercised;
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(f) the obligation, if any, of the corporation to retire
shares of such series pursuant to a retirement or sinking fund or funds
of a similar nature or otherwise and the terms and conditions of such
obligations;
(g) the terms and conditions, if any, upon which shares of
such series shall be convertible into or exchangeable for shares of
stock of any other class or classes, including the price or prices or
the rate or rates of conversion or exchange and the terms of
adjustment, if any; and
(h) any other rights, preferences or limitations of the shares
of such series."
3. The foregoing amendment was adopted by a vote of the shareholders
entitled to vote thereon at a meeting held on May 2, 1989.
Executed on May 8, 1989.
COMPUTER PRODUCTS, INC.
By: John N. Lemasters
------------------------
John N. Lemasters,
President
By: John I. Mitchell
------------------------
John I. Mitchell
Secretary
STATE OF FLORIDA )
) ss.:
COUNTY OF PALM BEACH )
On this 8th day of May, 1989, before me, a Notary Public in and for the
State and county aforesaid, personally appeared John N. Lemasters, who
acknowledged to me that he executed as said officer the foregoing Articles of
Amendment of said corporation as his act and deed and as the act and deed of
said corporation.
IN WITNESS WHEREOF, I have set my and seal of office on the date and
year first aforesaid.
Joyce M. Gralnick
----------------------------
Notary Public
Commission expires July 31, 1992
17
<PAGE>
FILED August 31, 1990
Secretary of State
Tallahassee, Florida
ARTICLES OF MERGER
OF
GRANT TECHNOLOGY SYSTEMS CORPORATION
AND
MEMODYNE CORP.
INTO COMPUTER PRODUCTS, INC.
Pursuant to the provisions of the Florida General Corporation Act
governing the merger of a foreign wholly-owned subsidiary business corporation
into its domestic parent business corporation, the domestic parent business
corporation hereinafter named does hereby adopt the following articles of
merger.
1. The names of the subsidiary corporations, which are business
corporations organized under the laws of the Commonwealth of Massachusetts, are
Grant Technology Systems Corporation ("Grant") and Memodyne Corporation
("Memodyne").
2. The name of the parent corporation, which is a business corporation
organized under the laws of the State of Florida, and which is to be the
surviving corporation, is Computer Products, Inc. (the "Corporation").
3. The number of outstanding shares of Grant is 1,000, all of which
are of one class, and all of which are owned by the Corporation.
The number of outstanding shares of Memodyne is 100, all of which are
of one class, and all of which are owned by the Corporation.
4. The following is the Plan of Merger for merging Grant and Memodyne
into the Corporation as approved by resolution of the Board of Directors of the
Corporation adopted in accordance with provisions of the Florida Business
Corporation Act on May 1, 1990.
"RESOLVED, the Corporation, which is a business corporation of
the State of Florida and is the owner of all of the
outstanding shares of each of GRANT TECHNOLOGY SYSTEMS
CORPORATION ("Grant") and MEMODYNE CORP. ("Memodyne"), which
are business corporations of the Commonwealth of
Massachusetts, hereby merges each of Grant and Memodyne into
the Corporation pursuant to the provisions of the
Massachusetts Business Corporation Law and pursuant to the
provisions of the Florida General Corporation Act;
18
<PAGE>
FURTHER RESOLVED, the separate existence of each of
Grant and Memodyne shall cease upon the effective date of the
merger pursuant to the provisions of the Massachusetts
Business Corporation Law; and the Corporation shall continue
its existence as the surviving corporation pursuant to the
provisions of the Florida General Corporation Act;
FURTHER RESOLVED, the issued shares of each of Grant
and Memodyne shall not be converted in any manner, but each
said share which is issued as of the effective date of the
merger shall be surrendered and extinguished;
FURTHER RESOLVED, the effective date of the merger
herein provided for, insofar as the provisions of the
Massachusetts Business Corporation Law shall govern the same,
shall be the date of filing of Articles of Merger by the
Secretary of the Commonwealth of Massachusetts;
FURTHER RESOLVED, the Board of Directors and the
proper officers of the Corporation are hereby authorized,
empowered, and directed to do any and all acts and things, and
to make, execute, deliver, file and/or record any and all
instruments, papers, and documents which shall be or become
necessary, proper or convenient to carry out or put into
effect any of the provisions of this Plan of Merger or of the
merger herein provided for;
FURTHER RESOLVED, the merger herein provided for may
be abandoned by action of the Board of Directors of the
Corporation at any time prior to the filing of the Articles of
Merger by the Secretary of the Commonwealth of Massachusetts
in the event that it shall deem it to be in the best interests
of the corporations to abandon the merger."
Shareholder action was not required.
19
<PAGE>
5. The laws of the jurisdiction of organization of each of Grant and
Memodyne permit the merger of a wholly-owned business corporation of that
jurisdiction into a parent business corporation of another jurisdiction; and the
merger of each of Grant and Memodyne into the Corporation is in compliance with
the laws of the jurisdiction of organization of each of Grant and Memodyne.
6. The Corporation, as the holder of all of the outstanding shares of
each of Grant and Memodyne, has waived the mailing of the copy of the Plan of
Merger to itself.
Executed on July 9, 1990.
COMPUTER PRODUCTS, INC.
By: John N. Lemasters
-------------------------
John N. Lemasters
President
By: Richard J. Thompson
-------------------------
Richard J. Thompson
Secretary
STATE OF FLORIDA )
) ss.:
COUNTY OF PALM BEACH )
On this 9th day of July, 1990, before me a Notary Public in and for the
State and County aforesaid, personally appeared John N. Lemasters, who
acknowledged to me that he is the President of Computer Products, Inc., and that
he executed as said officer the foregoing Articles of Merger as his act and deed
and as the act and deed of said corporation.
WITNESS my hand and seal of office on the date and year first
aforesaid.
Rosalind S. Seiden
----------------------------
Notary Public
Commission Expires:
Sept. 12, 1993
20
<PAGE>
FILED November 17, 1993
Secretary of State
Tallahassee, Florida
ARTICLES OF MERGER
OF
TEC HOLDING CO.
AND
COMPUTER PRODUCTS, INC.
To the Department of State
State of Florida
Pursuant to the provisions of the Florida Business Corporation Act,
the Florida parent business corporation and the foreign wholly-owned subsidiary
corporation named below do hereby adopt the following Articles of Merger.
1. The following is a Plan of Merger for merging TEC HOLDING CO.
("TEC") with and into COMPUTER PRODUCTS, INC. ("CPI"), as approved by the Board
of Directors of the parent corporation on October 19, 1993.
"1. CPI which is a business corporation of the State of Florida
and is the owner of all of the outstanding shares of TEC, which
is a business corporation of the State of Colorado, hereby merges
TEC into the CPI pursuant to the provisions of the Colorado
Corporation Code and the Florida Business Corporation Act.
2. The separate existence of TEC shall cease upon the effective
date of the merger pursuant to the provisions of the Colorado
Corporation Code; and the Corporation shall continue its
existence as the surviving corporation pursuant to the provisions
of the Florida Business Corporation Act.
3. The articles of incorporation of CPI are not amended in any
respect by this Plan of Merger.
4. The issued shares of TEC shall not be converted in any manner,
but each said share which is issued as of the effective date of
the merger shall be surrendered and extinguished.
5. Each share of CPI outstanding immediately prior to the
effective date of the merger is to be an identical outstanding
share of CPI after the effective date of the merger.
6. No shares of CPI and no shares, securities, or obligations
convertible into such shares are to be issued or delivered under
this Plan of Merger.
7. The effective date of the merger herein provided for, insofar
as the provisions of the Colorado Corporation Code shall govern
the same, shall be the date of filing of Articles of Merger by
the Secretary of State of Colorado.
21
<PAGE>
8. The Board of Directors and proper executive officers of the
Corporation are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file
and/or record any and all instruments, papers, and documents
which shall be or become necessary, proper or convenient to carry
out or put into effect any of the provisions of the merger herein
provided for."
2. The merger of TEC with an into CPI is permitted by the laws of the
jurisdiction of organization of TEC and is in compliance with said laws.
3. As to CPI, the aforesaid Plan of Merger was adopted in accordance
with the provisions of the Florida Business Corporation Act on October 19, 1993.
4. Shareholder approval was not required for the merger.
Executed on November 3, 1993
TEC HOLDING CO.
By:Richard J. Thompson
----------------------------
Richard J. Thompson
Vice President, Treasurer
& Secretary
COMPUTER PRODUCTS, INC.
By:Richard J. Thompson
----------------------------
Richard J. Thompson
Vice President, Treasurer
& Secretary
22
<PAGE>
FILED May 6, 1998
Secretary of State
Tallahassee, Florida
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
COMPUTER PRODUCTS, INC.
To the Department of State
State of Florida
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, the corporation hereinafter named (the "Corporation") does
hereby adopt the following Articles of Amendment.
1. The name of the Corporation is Computer Products, Inc.
2. Article I of the Articles of Incorporation of the Corporation is
hereby deleted in its entirety and replaced with the following:
"ARTICLE I. NAME
The name of the Corporation is ARTESYN TECHNOLOGIES, INC."
3. The date of adoption of the aforesaid amendment was May 6, 1998.
4. Only one voting group was entitled to vote on the said amendment to
the Articles of Incorporation.
5. The number of votes cast for the amendment to the Articles of
Incorporation by the said voting group was sufficient for the approval thereof.
Executed on May 6, 1998.
COMPUTER PRODUCTS, INC.
By:Joseph M. O'Donnell
-------------------------
Joseph M. O'Donnell
President
By:Richard J. Thompson
-------------------------
Richard J. Thompson
Secretary
23
EXHIBIT 99.1
Company's logo
Investor Relations Contact: Company Contact:
John Nesbett Richard Thompson
Lippert/Heilshorn & Associates Chief Financial Officer
(212) 838-3777 (561) 451-1000
COMPUTER PRODUCTS' SHAREHOLDERS APPROVE
NAME CHANGE TO ARTESYN TECHNOLOGIES
BOCA RATON, FL - MAY 6, 1998 - COMPUTER PRODUCTS, INC. (NASDAQ NM: CPRD) today
announced that its shareholders have voted to change the Company's corporate
name to Artesyn Technologies, Inc. effective immediately. The Company will begin
trading under the new Nasdaq National Market Symbol ATSN at the commencement of
trading on Thursday, May 7, 1998.
The new name reflects the merger of Computer Products (Nasdaq NM: CPRD) and
Zytec Corporation which was approved by shareholders on December 29, 1997. The
merger doubled the Company's revenues and created one of the largest worldwide
suppliers of power solutions to the communications market. At the time of the
merger, Computer Products began doing business as Artesyn Technologies pending
shareholder approval to change the Company's corporate name.
"The name Artesyn is the combination of two words that speak of our heritage and
our future," CEO Joseph M. O'Donnell explained. "Artisan because we are known
for creative solutions and meticulous attention to detail and quality, and
synthesis because of the combined companies' enhanced ability to work even
closer with our customers and effectively integrate our capabilities into their
organizations."
Artesyn Technologies brings to its customers a broad spectrum of products and
services, combining Computer Products' 1200-plus standard products with Zytec's
capabilities as a leading supplier of custom power products. The Company has one
of the largest engineering departments in the industry and a global presence
with manufacturing operations in eight countries on three continents.
This release may contain certain forward-looking statements that involve risks
and uncertainties. These statements may differ materially from actual future
events or results. Readers are referred to the documents filed by the Company
with the SEC, specifically the most recent reports on Form S-4, Form 10-K and
10-Q, which identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements, including, but
not limited to, integration of operations and technology, failure to achieve
beneficial synergies, variances between actual and estimated costs and expenses
related to the merger, market acceptance of existing and new products of the
combined company, the potential for fluctuations in operating results, and the
volatility of the trading price of the Company's stock.
Artesyn Technologies, Inc., headquartered in Boca Raton, Fla., is a leading
provider of power conversion equipment, real-time systems and logistics
management for the communications industry. For more information about Artesyn
Technologies, Inc. and its products, please visit the Company's web site at
http://www.artesyn.com.
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