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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-Q
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report May 3, 1996
THE ENCORE GROUP, INC.
Incorporated in the State of Oregon
COMMISSION FILE NUMBER 0-4563
(I.R.S. Employer Identification Number: 93-0580867)
P.O. Box 69536
Portland, Oregon 97201
Telephone Number: (503) 221-4255
ITEM 5. OTHER EVENTS
At a Special Meeting of the Shareholders held April 23, 1996, the shareholders
amended in its entirety Article V of the Restated Articles of Incorporation.
This amendment cancels all the outstanding common shares of the Registrant with
a provision to reissue shares to existing holders on the basis of one new share
for each 500 old shares, plus one share for any resulting fractional shares.
A copy of the amended Restated Articles of Incorporation is attached.
At the same meeting the shareholders elected a board of Directors consisting of
the following: Bruce L. Engel, Teri E. Engel, Robert G. Fligg, Fred J. Kupel,
and Kenneth L. Wright.
SIGNATURE
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, thereunto duly authorized.
THE ENCORE GROUP, INC.
By /s/
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Kenneth L. Wright
Executive Vice President and
Principal Financial Officer
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RESTATED
ARTICLES OF INCORPORATION
OF
THE ENCORE GROUP, INC.
AS AMENDED TO
APRIL 23, 1996
Pursuant to the provisions of the Oregon Business Corporation Act in effect
on the date of filing this document (the "Act"), these Restated Articles of
Incorporation supersede heretofore existing articles of incorporation for the
corporation and all amendments thereto.
ARTICLE I (Amended 7/16/90)
The name of this corporation, which has perpetual duration, is The Encore
Group, Inc.
ARTICLE II
The purposes of this corporation are to engage in any lawful activities for
which corporations may be organized under the Oregon Business Corporation Act as
from time to time constituted; and this corporation shall have those powers
which are given to corporations under the Oregon Business Corporation Act
presently constituted and those powers which may hereafter and from time to time
be given or permitted to corporations under Oregon law, including, without
limitation, the power to borrow money and otherwise contract indebtedness; to
issue bonds, notes, debentures and other obligations and evidences of
indebtedness, any of which obligations or evidences of indebtedness may, in the
discretion of the Board of Directors of this corporation, provide for conversion
thereof to any class or series of stock now or hereafter authorized by this
corporation, upon such basis or bases and upon such other terms as the Board of
Directors may determine in the resolution or resolutions authorizing such
indebtedness carrying a conversion privilege; and to mortgage, pledge,
hypothecate, deposit or otherwise encumber or subject to lien any or all of its
personal and/or real property as security with respect to any such obligations
or indebtedness.
ARTICLE III
The corporation's initial articles of incorporation, filed on March 17,
1969, and as thereafter amended, denied preemptive rights. The corporation,
upon filing these Restated Articles of Incorporation, continues such denial by
electing to waive preemptive rights, meaning that the shareholders of this
corporation shall not have preemptive rights to subscribe to shares of any class
of stock of this corporation now and hereafter authorized and offered for sale
by this
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corporation, to obligations convertible into stock of this corporation, issued
or sold, to rights of subscription to any of the foregoing, or to the issuance
or sale of any of the foregoing by the corporation to its or its subsidiaries'
directors, officers or employees.
ARTICLE IV
Subject to statutory or other limitations on shareholder distributions that
may be applicable at the time of acquisition, the corporation is authorized to
acquire its own shares and shares so acquired shall constitute authorized but
unissued shares. The corporation is authorized to reissue from time to time
shares that it acquires.
ARTICLE V (Amended 4/23/96)
(a) The aggregate number of shares which the corporation shall have the
authority to issue is Fifty Five Thousand (55,000) shares divided into Fifty
Thousand (50,000) shares of common stock and Five Thousand (5,000) shares of
preferred stock.
Except as provided herein, upon the filing of these Articles of Amendment,
shares of common stock of the corporation then outstanding shall be canceled and
converted into the right to receive in exchange therefor cash or new shares of
common stock of the corporation as follows:
(i) In the case of shares held of record as of March 27, 1996,
by any shareholder of record in an amount equal to or exceeding 500
shares, such shares shall be converted into the right to receive that
number of new shares of common stock calculated by dividing the number
of shares tendered for exchange by 500, with any fractional result
rounded up to the next whole number.
(ii) In the case of shares held of record as of March 27, 1996,
by any shareholder of record in an amount up to but not exceeding 499
shares, such shares shall be converted into and exchanged for the
right to receive in exchange therefor, for a period not exceeding 60
days following the date of the filing of these Articles of Amendment
(or such later date as determined by the Board of Directors at its
sole discretion), cash in the amount of $0.10 per Old Share.
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(iii) Notwithstanding the right to receive cash as provided by
subsection (a) (ii) above, in the case of shares held of record as of
March 27, 1996, by any shareholder of record in an amount up to but
not exceeding 499 shares, such shares may be aggregated or combined
with other shares to create a number of shares equal to or exceeding
500, and be tendered for exchange, for a period not exceeding 90 days
following the date of the filing of these Articles of Amendment (or
such later date as determined by the Board of Directors at its sole
discretion), for such number of new shares of common stock calculated
by dividing the number of shares tendered for exchange by 500, with
any fractional result rounded up to the nearest whole number.
For purposes of this exchange, shares held of record as of March 27, 1996,
in the name of a broker/dealer or other nominee, shall be deemed to be held of
record by the true beneficial owners of such shares.
As of the date of the filing of these Articles of Amendment, unless and
until tendered in exchange for new shares of common stock or cash, as the case
may be, in accordance with this section (a), previously outstanding shares of
common stock of the corporation shall have only the rights of exchange as set
forth herein, and shall have no voting or other rights for any corporate purpose
whatsoever. Unless and until certificates representing ownership of shares
entitled to be exchanged for new shares of common stock in accordance with this
section (a) are surrendered, no dividends or other distributions shall be paid
with respect to such new shares. Upon exchange for certificates representing
new shares, any dividends or other distributions which are declared and became
payable with respect to such new shares shall be paid to the holder, without
interest.
ARTICLE VI
The principal office of the corporation, for the purpose of mailing
notices as required under the Act, is, at the time of filing these Restated
Articles of Incorporation, 4800 S.W. Macadam Avenue, Suite 100, Portland, Oregon
97201.
ARTICLE VII
(a) The business and affairs of the corporation shall be managed by a
Board of Directors of not less than three (3) nor more than seven (7) directors.
The exact number, within this range, shall be determined from time to time only
by the Board of Directors. (Amended 6/30/89)
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(b) Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the then remaining directors, even though such
majority vote may be obtained from less than a quorum. Any directorship to be
filled by reason of an increase in the number of directors within the range
specified in (a) shall be filled by the affirmative vote of a majority of the
directors then in office. The shareholders may remove a director from office
only for cause.
ARTICLE VIII
(a) The corporation shall indemnify, to the fullest extent from time to
time permitted by law, any director or officer or former director or officer
made, or threatened to be made, a party to or a witness or other participant in,
any proceeding, by reason of the fact that such person is or was a director or
officer of the corporation, against liability and expenses of the type
indemnified against under the Act. No indemnification pursuant to this Article
shall be required with respect to any settlement or other nonadjudicated
disposition of any threatened or pending proceeding, unless the corporation has
given its prior consent to such settlement or other disposition. Nothing
contained herein shall affect any rights to indemnification to which employees
and agents, other than directors and officers, may be entitled by law, and the
corporation may indemnify such employees and agents to the fullest extent and in
the manner permitted by law.
(b) Expenses incurred in connection with a proceeding shall be paid by the
corporation to or for any director or former director of the corporation in
advance of the final disposition of such proceeding, promptly upon such person's
compliance with the expense advancement provisions of the Act.
(c) The foregoing indemnification and advancement of expenses shall not be
deemed exclusive of any other rights to which any person indemnified may be
entitled. The corporation is authorized to enter into contracts of
indemnification, and such authority is expressly extended to such contracts
entered into prior to the effective date of the Act.
(d) The rights provided to any person by this Article shall be enforceable
against the corporation by such person, who shall be presumed to have relied
upon it in serving or continuing to serve as a director or in any of the other
capacities set forth in this Article. No elimination of or amendment to this
Article or any portion thereof shall deprive any person of rights hereunder
arising out of alleged or actual occurrences, acts or failures to act occurring
prior to notice to such person of such elimination or amendment. The rights
provided to any person by this Article shall inure to the benefit of such
person's legal representatives. The provisions of this Article shall not affect
in any manner whatsoever agreements or understandings involving indemnification
and made by or reached by or involving the corporation prior to the effective
date of the Act.
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(e) Terms used in this Article shall have the same meaning assigned to the
term as set forth in the Act, unless a different meaning is permitted by law and
is clearly indicated in this Article.
ARTICLE IX
(a) No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director,
provided that nothing in this Article shall be construed so as to eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for any distribution which is made in violation of the Act or these
Restated Articles of Incorporation, (iv) for any transaction from which the
director derived an improper personal benefit or (v) for any act or omission
occurring prior to the effective date of this Article. Neither the amendment
nor repeal of this Article, in whole or in part, directly or indirectly, shall
apply to or have any effect on the liability or alleged liability or lack
thereof, of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment, repeal or adoption
of an inconsistent provision.
(b) Any proposal to be placed before the shareholders to repeal or change
any or all of the provisions of paragraph (a) of this Article IX shall require
the affirmative vote of the holders of at least the required percentage of
shares outstanding and entitled to vote thereon. For the purposes of this
paragraph (b), the following meanings shall apply:
(i) "repeal or change" means any proposal which is intended to
eliminate or lessen the protection afforded directors under paragraph
(a) and which is not being proposed in conformity with the repeal or
change in the applicable statute made by the legislature or final
court decision; if the proposal is made solely in conformity with the
repeal of or change in the applicable statute by the legislature or
final court decision, the provisions of this paragraph (b) shall not
apply; and
(ii) "required percentage" means fifty-five percent (55%).
ARTICLE X
The Board of Directors may amend or repeal the corporation's bylaws in
effect from time to time, and
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such power is not reserved exclusively to the shareholders of the corporation.
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