<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1995
--------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number I7828
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GELMAN SCIENCES INC.
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(Exact name of registrant as specified in its charter)
MICHIGAN 38-1614806
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) (Identification Number)
600 South Wagner Road, Ann Arbor, Michigan 48103-9019
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(Address of principal executive offices)
(Zip Code)
(313) 665-0651
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. At February 22, 1995
6,235,625 shares were outstanding of the Company's $.10 par value common stock.
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GELMAN SCIENCES INC.
INDEX
<TABLE>
<CAPTION>
Page
PART I. Financial Information Number
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<S> <C>
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets of
January 31, 1995 (Unaudited) and
July 31, 1994 . . . . . . . . . . . . . . . . . . . . 3
Condensed Unaudited Consolidated Statements of
Operations for the three and six months ended
January 31, 1995 and 1994 . . . . . . . . . . . . . . 4
Condensed Unaudited Consolidated Statements of
Cash Flows for the six months ended
January 31, 1995 and 1994 . . . . . . . . . . . . . . 5
Condensed Notes to Unaudited Consolidated
Financial Statements . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations . . . . . . . . . . . . . . . . . . . . 7
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . 10
Item 4 Submission of Matters to a Vote of Security Holders . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
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GELMAN SCIENCES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
January 31 July 31
1995 1994
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ASSETS (Unaudited)
<S> <C> <C>
Current Assets:
Cash $ 1,906 $ 1,525
Accounts receivable, less allowances 21,680 20,859
Inventories:
Finished products 5,785 5,790
Work in process 1,689 1,555
Raw material and purchased parts 6,709 6,645
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14,183 13,990
Other current assets 4,485 3,849
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Total Current Assets 42,254 40,223
Property, Plant and Equipment 65,552 63,554
Less Allowances for Depreciation (35,252) (34,392)
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30,300 29,162
Intangibles and Other Assets 2,348 2,302
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Total Assets $ 74,902 $ 71,687
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 1,718 $ 1,549
Accounts payable 4,396 5,611
Accrued expenses 8,208 7,784
Current maturities of long-term debt 4,070 1,829
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Total Current Liabilities 18,392 16,773
Long-Term Debt, Exclusive of Current Maturities 20,739 21,820
Other Long-Term Liabilities 2,156 2,659
Stockholders' Equity:
Preferred stock, par value $1.00 per share
Common stock, par value $.10 per share 622 613
Additional capital 14,670 14,055
Retained earnings 19,579 17,092
Translation adjustments (806) (875)
Less loan to Employee Stock Ownership Plan (450) (450)
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Total Stockholders' Equity 33,615 30,435
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Total Liabilities and Stockholders' Equity $ 74,902 $ 71,687
========= =========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
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GELMAN SCIENCES INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(In Thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31 January 31
---------------------- ----------------------
1995 1994 1995 1994
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<S> <C> <C> <C> <C>
Net Sales $ 24,018 $ 23,282 $ 48,185 $ 45,576
Cost and Expenses:
Cost of products sold 11,573 11,654 23,583 23,030
Selling and administrative 8,808 8,410 17,320 16,299
Research and development 1,316 1,106 2,624 2,326
Other income - net (117) (21) (122) (78)
--------- --------- --------- ---------
Operating Earnings 2,438 2,133 4,780 3,999
Interest Expense 449 400 882 878
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Earnings Before Income Taxes 1,989 1,733 3,898 3,121
Provision For Income Taxes 733 639 1,411 1,129
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Net Earnings $ 1,256 $ 1,094 $ 2,487 $ 1,992
========= ========= ========= =========
Primary Earnings Per Share $ 0.19 $ 0.18 $ 0.38 $ 0.32
========= ========= ========= =========
Weighted Average Common and
Common Equivalent Shares Outstanding 6,605 6,220 6,597 6,183
========= ========= ========= =========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
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GELMAN SCIENCES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
January 31
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1995 1994
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<S> <C> <C>
Operating Activities
Net earnings $ 2,487 $ 1,992
Loss on disposal of assets 25 -
Depreciation and amortization 2,092 2,251
Increase in inventories (150) (1,153)
Increase in accounts receivable (724) (1,737)
Increase in other current assets (620) (345)
Increase (decrease) in current liabilities (675) 814
Decrease in liabilities for environmental activities (522) (746)
Tax benefit from exercised stock options 220 191
Other 38 56
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Net Cash Provided by Operating Activities 2,171 1,323
Financing Activities
Long-term debt borrowings 14,420 15,683
Principal payments on long-term debt (13,267) (14,114)
Proceeds from exercised stock options 386 499
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Net Cash Provided by Financing Activities 1,539 2,068
Investing Activities
Capital expenditures (3,207) (3,446)
Proceeds from sale of assets 34 3
(Increase) decrease in intangibles and other assets (71) (222)
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Net Cash Used in Investment Activities (3,244) (3,665)
Effects of Exchange Rate Changes on Cash (85) 15
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Net change in cash during the period 381 (259)
Cash at beginning of period 1,525 1,142
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Cash at end of period $ 1,906 $ 883
======== ========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
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GELMAN SCIENCES INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
GENERAL
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (which are of a normal recurring
nature) necessary to present fairly the financial position of Gelman Sciences
Inc. and subsidiaries as of January 31, 1995, and the results of their
operations and cash flows for the three months and six months ended January
31, 1995 and 1994. These financial statements should be read in conjunction
with the financial statements and notes set forth in the Company's Annual
Report and Form 10-K for the year ended July 31, 1994. The results of
operations for the three months and six months ended January 31, 1995 and 1994
are not necessarily indicative of the results of the full year.
PUBLIC OFFERING
On January 27, 1995 the Company filed a registration statement with the
Securities and Exchange Commission to sell 1,000,000 shares of common stock
in an underwritten public offering. The Company has granted the underwriters an
option for 30 days to purchase up to an additional 150,000 shares of common
stock solely to cover overallotment.
The net proceeds from the sale of common stock will be used to repay a term
note payable to NBD Bank N.A. and to reduce outstanding indebtedness under the
Company's Credit Agreement.
POLLUTION RELATED MATTERS
The Company has settled several lawsuits related to groundwater
contamination and has begun remediation activities. The remediation plan
requires the Company to treat the groundwater to the extent necessary to reduce
the contaminants to a defined level. Management estimates that remediation will
take eight years. Total costs to the Company of pollution-related activities
will be dependent upon the efficacy and duration of the remediation plan and
obtaining a cost-free repository for treated groundwater. The ultimate costs
to be incurred could exceed the amount provided of $1.1 million at January 31,
1995. However, it is the opinion of management that these additional costs, if
any, will not have a material adverse effect on the Company's operations because
the cash outflows would be spread over many future years.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of Six Months ended January 31, 1995 and 1994
Net sales for the six months ended January 31, 1995 increased $2.6
million or 5.7% to $48.2 million as compared to net sales of $45.6 million for
the six months ended January 31, 1994. Net sales for the six months ended
January 31, 1994 included (a) non-recurring sales of $3.0 million related to
the Company's Australian non-core product lines that have been divested and
(b) a special shipment of $800,000 of roll stock membrane to a single
customer. This customer has placed its annual order this year; however, the
shipment dates are spread over the next twelve months. Sales in the first
half of fiscal 1995 were favorably affected by the weakened U.S. dollar,
which increased reported sales by $798,000. The Company's sales growth,
adjusted for these items, was 13.4%.
Sales to customers in North, Central and South America increased 10.8%
over the same period of the prior fiscal year primarily due to a 31.6% increase
in sales of medical devices. Sales to customers in Europe increased 17.0%
mainly due to increases in sales of process filtration products in Italy and
France. Sales to customers in the Asia/Pacific region declined 28.0% as a
result of the divestiture of the Australian non-core product lines. Without the
effect of these sales, Asia/Pacific sales would have increased 22.5%, primarily
attributable to increases in sales of process filtration products in Japan and
Korea. Worldwide sales of laboratory products, medical devices and process
filtration products increased 11.1%, 23.6% and 19.7%, respectively. Worldwide
sales of microporous membranes decreased 8.2% as a result of the special
shipment to a single customer in the first half of fiscal 1994. Without the
effect of this shipment, sales of microporous membranes would have increased
14.7%.
Gross profit increased $2.1 million or 9.1% to $24.6 million in the six
months ended January 31, 1995, as compared to $22.5 million in the six months
ended January 31, 1994. As a percentage of net sales, gross profit increased
to 51.1% from 49.5%. The improvement in gross profit is primarily
attributable to the divestiture of the lower margin non-core product lines and
improved operating efficiencies, which was partially offset by a less favorable
product mix due to lower membrane sales as a percentage of sales.
Selling and administrative expenses increased $1.0 million or 6.3% to
$17.3 million in the six months ended January 31, 1995, compared to $16.3
million in the six months ended January 31, 1994. The increase in selling and
administrative expenses was primarily due to efforts to implement the Company's
growth strategy, particularly in the international markets.
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<PAGE> 8
Research and development expenses increased to $2.6 million in the six
months ended January 31, 1995 as compared to $2.3 million in the six months
ended January 31, 1994, or 12.8%. As a percentage of net sales, these expenses
were 5.4% compared to 5.1%. The higher research and development spending is
a result of an increased effort to develop and modify products to meet
customer requirements.
The effective tax rate for each of the six months ended January 31,1995
and 1994 was 36.2%.
Net earnings increased $495,000 or 24.8% to $2.5 million or $.38 per
share for the six months ended January 31, 1995, compared to $2.0 million or
$.32 per share for the six months ended January 31, 1994. As a percentage of
sales, net earnings were 5.2% compared to 4.4% .
Comparison of Three Months ended January 31, 1995 and 1994
Net sales for the second quarter ended January 31, 1995 increased by
3.2% to $24.0 million as compared to $23.3 million for the second quarter of
fiscal 1994. The second quarter sales for fiscal 1994 were affected by the two
items discussed under the six month sales comparison in the amount of $2.3
million. The second quarter fiscal 1995 sales were favorably affected by the
weakened U.S. dollar, which increased reported sales by $474,000. The Company's
sales growth for the second quarter of fiscal 1995 versus the same period last
fiscal year, adjusted for the two items mentioned and the fluctuation in foreign
currency, was 12.3%.
Worldwide sales of laboratory products, medical devices and process
filtration products increased 12.9%, 17.6% and 22.2%, respectively, as compared
to the second quarter of fiscal 1994. The sales growth in these markets is
primarily attributable to a more intensive selling and marketing program,
especially its focus on sales outside the United States. Membrane sales
decreased 21.8% because of the large shipment mentioned under the six month
comparison. Without this shipment, microporous membrane sales increased 12.1%
as compared to the second quarter of fiscal 1994.
Net earnings for the second quarter ended January 31, 1995 were $1.3
million as compared to $1.1 million for the second quarter ended January 31,
1994. The second quarter of fiscal 1994 was favorably affected by the large
shipment of roll stock membrane which increased earnings by $260,000. Without
this transaction, net earnings in the second quarter of fiscal 1995 would have
increased 50.5%. This transaction favorably impacted the gross profit in the
second quarter of fiscal year 1994 by 0.5%. Therefore, on a comparable
basis, gross profit as a percentage of sales increased from 49.5% to 51.9% for
the second quarter of fiscal 1995.
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LIQUIDITY AND CAPITAL RESOURCES
The Company generated cash from operations in the amount of $2.2 million and
increased borrowings by $1.2 million for the six months ended January 31, 1995.
The funds were used for capital expenditures of $3.2 million and to finance
trade receivables attributable to higher sales in the last month of the second
quarter, which is a seasonal pattern. Working capital was $23.9 million and
$23.4 million at January 31, 1995 and July 31, 1994, respectively. The working
capital at January 31, 1995 includes the classification of a $3.5 million term
note due December 31, 1995 as a current liability. At January 31, 1995, the
Company's unused portion of its Credit Agreement was $7.5 million.
On January 27, 1995, the Company filed a Registration Statement with the
Securities and Exchange Commission to sell 1,000,000 shares of common stock in
an underwritten public offering. The Company granted the underwriters an option
for 30 days to purchase up to an additional 150,000 shares of common stock
solely to cover overallotment. The net proceeds from the sale will be used to
repay the term note and to reduce outstanding indebtedness under the Company's
Credit Agreement. The proceeds should be received at the end of March.
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<PAGE> 10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various legal actions in the normal course of
business. In addition, the Company is currently a party to various legal
actions arising under statutes regulating the discharge of materials into or
otherwise protecting the environment. These have been described in the
Company's 1994 Annual Report, in Item 1. "Environmental Regulations" and Item
3. "Legal Proceedings" of the Company's Form 10-K for the year ended July 31,
1994, and in Item 1. "Legal Proceedings in Part II of the Company's Form 10-Q
for the quarter ended October 31, 1994. The following sets forth these
environmental matters to the extent any material developments have occurred
since the filing of the Company's Form 10-Q for the quarter ended October 31,
1994.
Campbell, et al. v. Gelman Sciences Inc. (Circuit Court for Washtenaw
County, Michigan, Case No. 91-41524-CE). On July 30, 1991, a complaint was
filed against the Company by five individuals residing in the Westover
residential subdivision located near the main facility of the Company for
damages for anticipated expenses for future medical monitoring asserted to be
necessary as a result of exposure to air and groundwater allegedly
contaminated by the Company. On August 26, 1991, the Company filed its answer,
denying liability and asking the Court to dismiss this lawsuit. On October 23,
1992, the Court entered an Order granting summary judgment to the Company, and,
on December 11, 1992, the case was dismissed. The plaintiffs appealed the
dismissal. On February 8, 1995, the Michigan Court of Appeals affirmed the
dismissal.
Laird, et ano v. Gelman Sciences Inc., et ano (Circuit Court for Washtenaw
County, Michigan, Case No. 93-623 CZ). On May 12, 1993, two owners of a
business located near the main facility of the Company brought this action
against the Company and its Chairman for damages associated with alleged
contamination of the groundwater supply of that business. On December 1, 1994,
the parties agreed to settle this case. The Company paid the plaintiffs $30,000
and the case was dismissed on stipulation of the parties on January 3, 1995.
"Thermo Chem" Superfund Site, Muskegon, Michigan. By correspondence dated
January 2, 1992, the United States Environmental Protection Agency ("USEPA")
identified the Company as a potentially responsible party ("PRP") under the
Comprehensive Environmental Response, Compensation, and Liability Act
("CERCLA") for past and future response costs in connection with the Thermo
Chem Superfund site, a waste chemical reclamation and disposal site. The USEPA
issued an Administrative Order mandating remediation of the site to a number of
generator PRPs. On July 22, 1994, the Company and the USEPA entered into a
settlement agreement under which the Company agreed to pay $124,100. A consent
order based on that agreement became effective February 8, 1995. Payment is
due by March 10, 1995.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders, held on December 15, 1994, the
Shareholders approved an amendment to the Restated Articles of Incorporation to
increase the authorized shares of Common Stock of Gelman Sciences Inc. from
8,000,000 to 15,000,000. The Shareholder votes were 5,178,994 or 93.21% "For"
365,039 or 6.57% "Against", and 12,313 or 0.22% "Abstain".
At the same meeting, the Shareholders approved an amendment to the Gelman
Sciences Inc. 1988 Stock Option Plan to permit the Company to grant employee
stock options with respect to up to 400,000 additional shares of Common Stock
of the Company. The Shareholder votes were 3,353,352 or 60.35% "For",
1,006,627 or 18.12% "Against", and 21,895 or 0.39% "Abstain", and 1,174,472 or
21.14% "Broker's Non Vote".
Further, the Shareholders elected four directors as follows:
Dr. Hajime Kimura, M.D., Ph.D., was re-elected as a director for a two-year
term expiring with the 1996 Annual Meeting. The Shareholder votes were
5,544,008 or 99.78% "For", and 12,338 or 0.22% "Withheld".
Mr. Charles Gelman was re-elected as a director for a three- year term
expiring with the 1997 Annual Meeting. The Shareholder votes were 5,541,466 or
99.73% "For", and 14,880 or 0.27% "Withheld".
Mr. Charles Newman was re-elected as a director for a three- year term
expiring with the 1997 Annual Meeting. The Shareholder votes were 5,545,155 or
99.80% "For", and 11,191 or 0.20% "Withheld".
Mr. Robert Collins was re-elected as a director for a three- year term
expiring with the 1997 Annual Meeting. The Shareholder votes were 5,545,357 or
99.80% "For", and 10,989 or 0.20% "Withheld".
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<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
(3) Articles of Incorporation and Bylaws
(1) Restated Articles of Incorporation for Amendment of Article III
to increase the authorized shares of Common Stock to 15,000,000.
(4) Instruments Defining the Rights of Security Holders
(1) Pursuant to 17 CFR 229.601(b)(4)(iii), instruments with respect
to long-term debt issues have been omitted where the amount of
securities authorized under each instrument does not exceed
10% of the total consolidated assets of the Company. The Company
hereby agrees to furnish a copy of each such instrument to the
Commission upon its request.
(10) Material Contracts
(1) Warrant Agreement, Dated September 2, 1994, with Dr. Hajime
Kimura.
(11) Statement re computation of per share earnings for the three and
six months ended January 31, 1995 and 1994.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fiscal quarter ended
January 31, 1995.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GELMAN SCIENCES INC.
---------------------------------
(Registrant)
Date: February 24, 1995 Charles Gelman
--------------------------------
Chairman of the Board and
Chief Executive Officer
Date: February 24, 1995 James J. Fahrner
--------------------------------
Vice President, Finance and
Chief Financial Officer
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<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
EXHIBIT DESCRIPTION NUMBER
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<S> <C> <C>
(3) Articles of Incorporation and Bylaws
(1) Restated Articles of Incorporation for Amendment of Article III
to increase the authorized shares of Common Stock to 15,000,000.
(4) Instruments Defining the Rights of Security Holders
(1) Pursuant to 17 CFR 229.601(b)(4)(iii), instruments with respect
to long-term debt issues have been omitted where the amount of
securities authorized under each instrument does not exceed
10% of the total consolidated assets of the Company. The Company
hereby agrees to furnish a copy of each such instrument to the
Commission upon its request.
(10) Material Contracts
(1) Warrant Agreement, Dated September 2, 1994, with Dr. Hajime
Kimura.
(11) Statement re computation of per share earnings for the three and
six months ended January 31, 1995 and 1994.
(27) Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 3
(Please do not write in spaces below - for Department use)
MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU
EFFECTIVE DATE FILED Date Received
If different than Michigan Department of Commerce Dec 11 1980
date of filing: DEC 29 1980
DIRECTOR
Corporation Number 240-273
(SEE INSTRUCTIONS ON REVERSE SIDE)
ARTICLES OF INCORPORATION
(Domestic Profit Corporation)
These Articles of Incorporation are signed by the incorporator(s) for
the purpose of forming a profit corporation pursuant to the provisions of Act
284, Public Acts of 1972, as amended, as follows:
ARTICLE I (See Part 2 of instructions on Page 4.)
The name of the corporation is G. S. I. Sciences, Inc.
(See Part 3 of instructions on Page 4.)
ARTICLE II (If space below is insufficient, continue on Page 3.)
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
ARTICLE III
The total authorized capital stock is
1. Common Shares 1,000 Par Value Per Share $0.10
Preferred Shares None Par Value Per Share $
and/or shares without par value as follows
2. Common Shares Stated Value Per Share $
Preferred Shares Stated Value Per Share $
3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows: (If space below
is insufficient, continue on Page 3.)
None
Page 1
<PAGE> 2
ARTICLE IV
1. The address of the initial registered office is: (See Part 5 of
instructions on Page 4.)
600 South Wagner Road Ann Arbor Michigan 48106
NO. AND STREET CITY ZIP
2. Mailing address of the initial registered office if different than above
(See Part 5 of instructions on Page 4.)
Michigan
P. 0. Box CITY ZIP
3. The name of the initial resident agent at the registered office is:
Charles Gelman
ARTICLE V (See Part 6 of instructions on Page 4.)
The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name Residence or Business Address
Larry 0. Dunn 600 South Wagner Road, Ann Arbor, Michigan 48106
ARTICLE VI OPTIONAL (Delete Article VI if not applicable.)
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them,
a court of equity jurisdiction within the state, on application of this
corporation or of a creditor or shareholder thereof, or an application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if
sanctioned by the court to which the application has been made, shall be
binding on all the creditors or class of creditors, or on all the shareholders
or class of shareholders and also on this corporation.
ARTICLE VII OPTIONAL (Delete Article VII if not applicable.)
Any action required or permitted by this act to be taken at an annual
or special meeting of shareholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting to which all shares entitled to vote thereon were
present and voted.
Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to shareholders who have
not consented in writing.
Page 2
<PAGE> 3
(Use space below for continuation of previous Articles and/or for additional
Articles.)
Please indicate which article you are responding to and/or insert any
desired additional provisions authorized by the act by adding additional
articles here.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized, without stockholder
approval, to make, amend, alter or repeal the Bylaws of the corporation.
The corporation reserves the right to amend, alter, change or repeal
any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights
conferred upon shareholders herein are granted subject to this
reservation.
I (We), the incorporator(s) sign my (our) name(s) this
9th day of December 1980
/s/ Larry O. Dunn, Treas.
Page 3
(INSTRUCTIONS ON PAGE 4)
<PAGE> 4
MAIL RETURNED COPY TO
(Fill in Name and Address Here)
Telephone
Gelman Sciences Area Code
600 South Wagner Road
Ann Arbor, Michigan 48106
INFORMATION AND INSTRUCTIONS
ARTICLES OF INCORPORATION - PROFIT DOMESTIC CORPORATIONS
1. Submit one original copy of the Articles of Incorporation. Upon the
filing, a microfilm copy will be prepared for the records in the
Corporation and Securities Bureau. The original copy of the document
will be returned as evidence of the filing. Please complete the box
above to reflect the name, street and number (or P.O. Box), city,
state and zip code to which the copy is to be returned.
2. Article I-The corporate name of a domestic profit corporation is
required to contain one of the following words or abbreviations:
"Corporation", "Company", "Incorporated", "Limited", "Corp.", "Co.",
"Inc.", or "Ltd."
3. Article II may state, in general terms, the character of the
particular business to be carried on. Under Section 202(b) of the
law, it is a sufficient compliance to state substantially, alone or
with specifically enumerated purposes, that the corporation may engage
in any activity within the purposes for which corporations may be
organized under the Business Corporation Act. The law requires,
however, that educational corporations must state their specific
purposes.
4. Article III (2)-The law requires the incorporators of a domestic
corporation having shares without par value to submit in writing the
amount of consideration proposed to be received for each share which
shall be allocated to stated capital. Such stated value may be
indicated either in Article III (2) or in a written statement
accompanying the Articles of Incorporation.
5. Article IV-A post office box is not permitted to be designated as the
address of the registered office in part 1 of Article IV. The mailing
address in part 2 of Article IV may differ from the address of the
registered office only if a post office box address in the same city
as the registered office is designated as the mailing address.
6. Article V-The law requires one or more incorporators.
The addresses should include a street number and name (or other
designation), in addition to the name of the city and state.
7. The duration of the corporation should be stated in the Articles only
if the duration is not perpetual.
8. The Articles must be signed in ink by each incorporator. The names of
the incorporators as set out in Article V should correspond with the
signatures.
9. Since the corporate documents are microfilmed for the Bureau's files,
it is imperative that the document submitted for filing be legible so
that a usable microfilm can be obtained. Corporate documents with
poor black and white contrast, whether due to the use of a worn
typewriter ribbon or due to a poor quality of reproduction, will be
rejected.
10. An effective date, not later than 90 days after the date of filing,
may be stated on page 3 of the Articles of Incorporation.
11. FEES: Filing Fee.............................................$10.00
Franchise Fee-1/2 mill (.0005) on each dollar of
authorized capital stock, with a minimum franchise
fee of.................................................$25.00
------
(Make fee payable to State of Michigan)
12. Mail Articles of Incorporation and fees to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, Michigan 48909
PAGE 4
<PAGE> 5
NOTE: This form is prepared for use upon the merger of parent and subsidiary
corporations. If more than two corporations are involved, change this
form accordingly.)
(Please do not write in spaces below - for Department use)
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
FILED DATE RECEIVED
Michigan Department of Commerce
JAN 30 1981 JAN 27 1981
Acting DIRECTOR
CORPORATION NUMBER 240-273
CERTIFICATE OF MERGER
OF
Gelman Sciences, Inc. (634-516)
(Name of Parent Corporation)
AND
G.S.I. Sciences, Inc. (240-273)
(Name of Subsidiary Corporation)
Pursuant to the provisions of Section 711 and 712 (and Section 733 if
foreign corporation is one of the parties to the merger). Act 284,
Public Acts of 1972, as amended, the undersigned Gelman Sciences, Inc.
a corporation organized and existing under the laws of the state of
Delaware (hereinafter referred to as the parent corporation) owning at
least 90% of the outstanding shares of each class of G.S.I. Sciences,
Inc.
(name of subsidiary corporation)
a corporation organized and existing under the laws of the state of
Michigan (hereinafter referred to as the subsidiary corporation )
executes the following certificate of merger:
1. (Include the following paragraph only if a foreign corporation is one of
the parties to the merger.)
The laws of the jurisdiction under which Gelman Sciences, Inc. is
incorporated permit this type of merger. (name of foreign corporation)
2. The plan of merger is as follows:
FIRST: (a) The name of each constituent corporation is as follows:
Gelman Sciences, Inc.
G.S.I. Sciences, Inc.
(b) The name of the surviving corporation is G.S.I. Sciences, Inc.
(NOTE: See Item 9 if subsidiary is to be the surviving corporation.)
<PAGE> 6
3. As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof
are as follows:
<TABLE>
<S> <C> <C> <C>
Designation and
number of shares Indicate class or Indicate class or
in each class or series of shares series entitled
Name of each corporation series outstanding entitled to vote to vote as a class
Gelman Sciences, Inc. 1,944,759 shares of common stock
common stock, $.10
par value
G.S.I. Sciences, Inc. 1,000 shares of common stock
common stock, $.10
par value
</TABLE>
(If number of shares is subject to change prior to effective date, state manner
in which such change may occur.)
The number of shares of Gelman Sciences, Inc. may change as a result of the
exercise of outstanding stock options.
4. The terms and conditions of the proposed merger, including the manner and
basis of converting the shares of each constituent corporation into
shares, bonds or other securities of the surviving corporation, and into
cash or other consideration, are as follows:
SEE ATTACHED RIDER
5. (A statement of any amendment to the articles of incorporation of the
surviving corporation to be affected by the merger.)
(NOTE: See Item 9.)
The articles of incorporation shall be amended and restated and be
filed simultaneously with the merger.
6. (A statement of other provisions with respect to the merger.)
<PAGE> 7
7. The number of outstanding shares of each class of the subsidiary
corporation and the number of shares of each class owned by the parent
corporation is as follows:
<TABLE>
<CAPTION>
Total shares Shares owned by
Class outstanding parent corporation
<S> <C> <C>
Common Stock, $.10 par value 1,000
</TABLE>
8. (Use the appropriate alternative paragraph if the parent corporation owns
less than 100% of the shares of the domestic subsidiary). Delete
paragraph that does not apply.
A copy or summary of the plan of merger was mailed to each shareholder of
the subsidiary corporation on the _____ day of _________, 19___.
OR
A copy or summary of the plan of merger was not mailed to the minority
shareholders of the subsidiary corporation because written waivers of
mailing were obtained from all of the minority shareholders.
9. (Approval of shareholders of a Michigan parent corporation is required
under Section 713 if the plan of merger amends its articles of
incorporation or if a subsidiary corporation is to be the surviving
corporation. If applicable, use this Item 9.)
The plan of merger was adopted by the board of directors of
Gelman Sciences, Inc.
(parent corporation)
and approved by the shareholders of said corporation.
10. (Use this Item 10 only if an effective date, not later than 90 days after
date of filing, is desired.)
The effective date of the certificate of merger shall be ______ day of
__________________, 19___.
11. Signed this 22nd day of January, 1981
12: Gelman Sciences, Inc.
BY: /s/ Charles Gelman
(Signature of Chairperson or Vice-Chairperson,
President or Vice-President)
Charles Gelman, President
(Type or print name and title)
<PAGE> 8
RIDER TO CERTIFICATE OF MERGER
OF
GELMAN SCIENCES, INC.
AND
G.S.I. SCIENCES, INC.
1. Each share of the Common Stock of the par value $.10
of Gelman Sciences, Inc. issued and outstanding at the effective date of the
merger, and each Share held in its treasury and all rights in respect thereof
shall, by virtue of the merger and without any action on the part of the holder
thereof, be converted upon the merger becoming effective, into one share of
Common Stock of a par value of $.10 per share of G.S.I. Sciences, Inc.
Outstanding certificates representing shares of the Common Stock of Gelman
Sciences, Inc. shall thenceforth represent the same number of shares of Common
Stock of G.S.I. Sciences, Inc., and the holder thereof shall have the same
rights which he would have if such certificates had been issued by G.S.I.
Sciences, Inc. Upon the surrender of any such certificate to G.S.I. Sciences,
Inc. at the office of its transfer agent, the transferee or any other holder of
the certificate surrendered shall receive in exchange therefor a certificate or
certificates of G.S.I. Sciences, Inc.
2. The 1,000 shares of Common Stock of G.S.I. Sciences,
Inc. which are presently issued and outstanding and owned and held by Gelman
Sciences, Inc. shall, on the effective date of the merger, be cancelled and
given the status of authorized and unissued shares.
3. All shares of the Common Stock of G.S.I. Sciences,
Inc. into which shares of Gelman Sciences, Inc. are converted shall be fully
paid and non-assessable.
<PAGE> 9
The Common Stock shall consist of a single class having equal rights,
privileges and powers. The holder of each outstanding share of Common Stock
shall have one vote per share with respect to all matters submitted to a vote
of shareholders.
The number of authorized shares of any class of stock of the
corporation, including but without limitation the Common Stock and Preferred
Stock, may be increased or decreased by the affirmative vote of the holders of
the majority of the stock of the corporation entitled to vote, without regard
to class.
Whenever the vote of shareholders at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action, by law or
by any provision herein or in the bylaws, the meeting and vote of shareholders
may be dispensed with if the action is taken with the written consent of the
holders of less than all of the stock who would have been entitled to vote upon
the action if a meeting were held; provided that in no case shall the written
consent be by the holders of stock having less than the minimum percentage of
the vote required by statute for the proposed corporate action, and provided
that prompt notice must be given to all shareholders of the taking of corporate
action without a meeting and by less than unanimous written consent.
GELMAN SCIENCES, INC.
By:
Edward J. Levitt
Secretary
<PAGE> 10
Name of person or organization Preparer's name and business
remitting fees: telephone number:
Gelman Sciences Inc. Edward J. Levitt
(313) 913-6433
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document, is
submitted.
2. Submit one original of this document. Upon filing, the document will be
added to the records of the Corporation and Securities Bureau. The original
will be returned to the address appearing in the box on the front as
evidence of filing.
Since this document will be maintained on optical disk media, it is
important that the filing be legible. Documents with poor black and white
contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of sections 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit corporation or nonprofit corporation. Do not use this form
for restated articles. A nonprofit corporation is one incorporated to carry
out any lawful purpose or purposes not involving pecuniary profit or gain
for its directors, officers, shareholders, or members. A nonprofit
corporation formed on a nonstock directorship basis, as authorized by
Section 302 of the Act, may or may not have members, but if it has members,
the members are not entitled to vote.
4. Item 2 - Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.
5. Item 4 - The articles being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.
6. This document is effective on the date endorsed "filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated as an additional article.
7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of
the incorporators if more than one listed in Article V of the Articles of
Incorporation if a profit corporation, and all the incorporators if a
nonprofit corporation. If the amendment is otherwise adopted, Item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson, or vice-chairperson of the corporation.
8. FEES: Make remittance payable to the State of Michigan. Include corporation
name and identification number on check or money order.
<TABLE>
<S> <C> <C>
NONREFUNDABLE FEE.............................................................................. $10.00
TOTAL MINIMUM FEE.............................................................................. $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:
each additional 20,000 authorized shares or portion thereof. $30.00
maximum fee for first 10,000,000 authorized shares $5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares $30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares............................... $200,000.00
</TABLE>
9. Mail form and fee to: The office is located at:
Michigan Department of Commerce 6546 Mercantile Way
Corporation and Securities Bureau Lansing, MI 48910
Corporation Division Telephone: (517) 334-6302
P.O. Box 30054
Lansing, MI 48909-7554
<PAGE> 11
RECEIVED FILED
JAN 29 1981 Michigan Department of Commerce
MICHIGAN DEPT. OF COMMERCE JAN 30 1981
Acting Director
Restated
Articles of Incorporation of
G.S.I. Sciences, Inc.
1. These Restated Articles of Incorporation are executed pursuant
to the provisions of Sections 641-651, Act 284, Public Acts of 1972, as
amended.
2. The present name of the corporation is G. S. I. Sciences, Inc.
3. All of the former names of the corporation are as follows:
None.
4. The date of -filing the original articles of incorporation was
December 29, 1980.
5. The following Restated Articles of Incorporation supersede the
original Articles of Incorporation as amended and shall be the Articles of
Incorporation of the corporation:
ARTICLE FIRST
The name of the corporation is Gelman Sciences Inc.
ARTICLE SECOND
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
ARTICLE THIRD
The total number of shares which the corporation shall have authority
to issue is 4,500,000 of which 4,000,000 shall be shares of Common Stock with a
par value of $.10 per share, and 500,000 shall be Preferred Stock with a par
value of $1.00 per share.
The Preferred Stock shall be issued from time to time in one or more
series of such number of shares with such distinctive serial designations and
(a) may have such voting powers, full or limited, or may be without voting
powers; (b) may be subject to redemption at such time or times and at such
prices; (c) may be entitled to receive dividends (which may be cumulative or
noncumulative) at such rate or rates, on such conditions and at such times, and
payable in preference to, or in such relation to, the dividends payable on any
other class or classes or series of stock; (d) may have such rights
<PAGE> 12
upon the dissolution of, or upon any distribution of the assets of, the
corporation; (e) may be made convertible into, or exchangeable for, shares of
any other class or classes or of any other series of the same or any other
class or classes of stock of the corporation, at such price or prices or at
such rates of exchange, and with such adjustments; and (f) may have such other
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, all as shall hereafter be stated and
expressed in the resolution or resolutions providing for the issue of each such
series of Preferred Stock from time to time adopted by the Board of Directors
pursuant to authority so to do which is hereby expressly vested in the Board of
Directors, provided that the holders of shares of Preferred Stock shall have no
rights to participate with the holders of Common Stock In any distribution of
dividends in excess of the preferential dividends fixed for such Preferred
Stock or in the assets of the corporation available for distribution to
shareholders in excess of the preferential amount fixed for such Preferred
Stock.
The Common Stock shall consist of a single class having equal rights,
privileges and powers. The holder of each outstanding share of Common Stock
shall have one vote per share with respect to all matters submitted to a vote
of shareholders.
The number of authorized shares of any class of stock of the
corporation, including but without limitation the Common Stock and the
Preferred Stock, may be increased or decreased by the affirmative vote of the
holders of the majority of the stock of the corporation entitled to vote,
without regard to class.
Whenever the vote of shareholders at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action, by law or
by any provision herein or in the bylaws, the meeting and vote of shareholders
may be dispensed with if the action is taken with the written consent of the
holders of less than all of the stock who would have been entitled to vote upon
the action if a meeting were held; provided that in no case shall the written
consent be by the holders of stock having less than the minimum percentage of
the vote required by statute for the proposed corporate action, and provided
that prompt notice must be given to all shareholders of the taking of corporate
action without a meeting and by less than unanimous written consent.
ARTICLE FOURTH
A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows: None.
-2-
<PAGE> 13
ARTICLE FIFTH
The address of the current registered office is: 600 South Wagner
Road, Ann Arbor, Michigan 48106. The name of the current resident agent is:
Charles Gelman.
ARTICLE SIXTH
Reserved.
ARTICLE SEVENTH
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized, without stockholder
approval, to make, amend, alter or repeal the Bylaws of the corporation.
ARTICLE EIGHTH
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its shareholders or any class of them, any court of equitable
jurisdiction within the State of Michigan may, on the application in a summary
way of this corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Michigan law, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation
under the provisions of Michigan law, order a meeting of the creditors or class
of creditors, and/or of the shareholders or class of shareholders of this
corporation, as the case may be, to be summoned in such manner as the said
court directs.
If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this corporation, as the case may be, agree to any compromise
or arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
shareholders or class of shareholders, of this corporation, as the case may be,
and also on this corporation.
-3-
<PAGE> 14
ARTICLE NINTH
The corporation reserves the right to amend, alter, change or repeal
any provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
These Restated Articles of Incorporation were duly adopted by the
shareholder on the 29th day of December, 1980, in accordance with the
provisions of Section 642, Act 284, Public Acts of 1972, amended. The
necessary number of shares as required by statute were voted in favor of the
Restated Articles of Incorporation.
Signed this 22nd day of January, 1981.
By
Charles Gelman, President
-4-
<PAGE> 15
RECEIVED FILED
DEC 18 1985 DEC 18 1985
MICHIGAN DEPT. OF COMMERCE Administrator
MICHIGAN DEPT OF COMMERCE
Corporation & Securities Bureau
DEC 18 1985
RESTATED
Articles of Incorporation of
Gelman Sciences Inc.
1. Pursuant to the provisions of Act 284, Public Acts of 1972, as
amended, the undersigned corporation executes the following Articles:
2. The present name of the corporation is Gelman Sciences Inc.
3. The corporation identification number (CID) assigned by the Bureau
is as follows: 240-273
4. All former names of the corporation are as follows: G. S. I. Sciences,
Inc.
5. The date of filing the original articles of incorporation was December
29, 1980.
6. The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of Incorporation
of the corporation:
ARTICLE FIRST
The name of the corporation is Gelman Sciences Inc.
ARTICLE SECOND
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan,
ARTICLE THIRD
The total number of shares which the corporation shall have authority
to issue is 4,500,000 of which 4,000,000 shall be shares of Common Stock with a
par value of $.10 per share, and 500,000 shall be Preferred Stock with a par
value of $1.00 per share.
The Preferred Stock shall be issued from time to time in one or more
series of such number of shares with such distinctive serial designations and
(a) may have such voting powers, full or limited, or may be without voting
powers; (b) may be subject to redemption at such time or times and at such
prices; (c) may be entitled to receive dividends (which may be cumulative or
noncumulative) at such rate or rates, on such conditions and at such times, and
payable in preference to, or in such relation to, the dividends payable
<PAGE> 16
on any other class or classes or series of stock; (d) may have such rights upon
the dissolution of, or upon any distribution of the assets of, the corporation;
(e) may be made convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or any other class or
classes of stock of the corporation, at such price or prices or at such rates
of exchange, and with such adjustments; and (f) may have such other relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof, all as shall hereafter be stated and expressed in the
resolution or resolutions providing for the issue of each such series of
Preferred Stock from time to time adopted by the Board of Directors pursuant to
authority so to do which is hereby expressly vested in the Board of Directors,
provided that the holders of shares of Preferred Stock shall have no rights to
participate with the holders of Common Stock in any distribution of dividends
in excess of the preferential dividends fixed for such Preferred Stock or in
the assets of the corporation available for distribution to shareholders in
excess of the preferential amount fixed for such Preferred Stock.
The Common Stock shall consist of a single class having equal rights,
privileges and powers. The holder of each outstanding share of Common Stock
shall have one vote per share with respect to all matters submitted to a vote
of shareholders.
The number of authorized shares of any class of stock of the
corporation, including but without limitation the Common Stock and the
Preferred Stock, may be increased or decreased by the affirmative vote of the
holders of the majority of the stock of the corporation entitled to vote,
without regard to class.
Whenever the vote of shareholders at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action, by law or
by any provision herein or in the bylaws, the meeting and vote of shareholders
may be dispensed with if the action is taken with the written consent of the
holders of less than all of the stock who would have been entitled to vote upon
the action if a meeting were held; provided that in no case shall the written
consent be by the holders of stock having less than the minimum percentage of
the vote required by statute for the proposed corporate action, and provided
that prompt notice must be given to all shareholders of the taking of corporate
action without a meeting and by less than unanimous written consent.
ARTICLE FOURTH
A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows: None.
-2-
<PAGE> 17
ARTICLE FIFTH
The address of the current registered office is: 600 South Wagner
Road, Ann Arbor, Michigan 48106. The name of the current resident agent is:
Charles Gelman.
ARTICLE SIXTH
The business and affairs of the Company shall be managed by or under
the direction of a Board of Directors consisting of not less than 3 or more
than 11 directors, the exact number of directors to be determined from time to
time solely by a resolution adopted by an affirmative vote of a majority of the
entire Board of Directors. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. At the 1985 Annual Meeting of
Shareholders, Class I directors shall be elected for a one-year term, Class II
directors for a two-year term and Class III directors for a three-year term.
At each succeeding annual meeting of shareholders, commencing in 1986,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term.
If the number of directors is changed, any increase or decrease shall
be apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
When the number of directors is increased by the Board of Directors and any
newly created directorships are filled by the Board, there shall be no
classification of the additional directors until the next annual meeting of
shareholders.
A director shall hold office until the meeting for the year in which
his or her term expires and until his or her successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Newly created directorships resulting
from an increase in the number of directors and any vacancy on the Board of
Directors may be filled by an affirmative vote of a majority of the Board of
Directors then in office. If the number of directors then in office is less
than a quorum, such newly created directorships and vacancies may be filled by
a majority of the directors then in office, although less than a quorum, or by
the sole remaining director. A director elected by the Board of Directors to
fill a vacancy shall hold office until the next meeting of shareholders called
for the election of directors and until his or her successor shall be elected
and shall qualify. A director or the entire Board of Directors may be removed
only for cause.
Notwithstanding the foregoing, whenever the holders of any one or more
classes of preferred stock or series thereof issued by the Company shall have
the right, voting separately by class or series, to elect directors at an
annual or special meeting of shareholders, the election, term of office,
filling
-3-
<PAGE> 18
of vacancies and other features of such directorship shall be governed by the
terms of these Restated Articles of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this
Article.
This Article Sixth may not be amended by written consent of
shareholders, and may only be amended by the affirmative vote of 60% of the
shares represented at the meeting of shareholders considering the amendment, in
addition to the vote otherwise required by the Michigan Business Corporation
Act.
ARTICLE SEVENTH
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized, without stockholder
approval, to make, amend, alter or repeal the Bylaws of the corporation.
ARTICLE EIGHTH
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its shareholders or any class of them, any court of equitable
jurisdiction within the State of Michigan may, on the application in a summary
way of this corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Michigan law, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation
under the provisions of Michigan law, order a meeting of the creditors or class
of creditors, and/or of the shareholders or class of shareholders of this
corporation, as the case may be, to be summoned in such manner as the said
court directs.
If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this corporation, as the case may be, agree to any compromise
or arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
shareholders or class of shareholders, of this corporation, as the case may be,
and also on this corporation.
ARTICLE NINTH
The corporation reserves the right to amend, alter, change or repeal
any provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
-4-
<PAGE> 19
These Restated Articles of incorporation were duly adopted on the 10th day of
December, 1985, in accordance with the provisions of Section 642 of the Act and
were duly adopted by the shareholders. The necessary number of shares as
required by statute were voted in favor of these Restated Articles.
Signed this 10th day of December, 1985.
By:
Charles Gelman, President
-5-
<PAGE> 20
RECEIVED FILED
DEC 17 1987 DEC 17 1987
MICHIGAN DEPT. OF COMMERCE Administrator
CORPORATION DIVISION MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
Restated
Articles of Incorporation of
Gelman Sciences Inc.
1. Pursuant to the provisions of Act 234, Public Acts of 1972, as
amended, the undersigned corporation executes the following Articles:
2. The present name of the corporation in Gelman Sciences Inc.
3. The corporation identification number (CID) assigned by the
Bureau is as follows: 240-273
4. All former names of the corporation are as follows: G.S.I.
Sciences, Inc.
5. The date of filing the original articles of incorporation was
December 29, 1980.
6. The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of Incorporation
of the corporation:
ARTICLE FIRST
The name of the corporation is Gelman Sciences Inc.
ARTICLE SECOND
The purpose or purposes for which the corporation is organized in to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
ARTICLE THIRD
The total number of shares which the corporation shall have authority
to issue is 4,500,000 of which 4,000,000 shall be shares of Common Stock with a
par value of $.10 per share, and 500,000 shall be Preferred Stock with a par
value of $1.00 per share.
The Preferred Stock shall be issued from time to time in one or more
series of such number of shares with such distinctive serial designations and
(a) may have such voting powers, full or limited, or may be without voting
powers; (b) may be subject to redemption at such time or times and at such
prices; (c) may be entitled to receive dividends (which may be cumulative
or
<PAGE> 21
noncumulative) at such rate or rates, on such conditions and at such times, and
payable in preference to, or in such relation to the dividends payable on any
other class or classes or series of stock; (d) may have such rights upon the
dissolution of, or upon any distribution of the assets of, the corporation; (e)
may be made convertible into, or exchangeable for shares of any other class or
classes or of any other series of the same or any other class or classes of
stock of the corporation, at such price or prices or at such rates of exchange,
and with such adjustments; and (f) may have such other relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, all an shall hereafter be stated and expressed in the resolution or
resolutions providing for the issue of each such series of Preferred Stock from
time to time adopted by the Board of Directors pursuant to authority so to do
which is hereby expressly vested in the Board of Directors, provided that the
holders of shares of Preferred Stock shall have no rights to participate with
the holders of Common Stock in any distribution of dividends in excess of the
preferential dividends fixed for such Preferred Stock or in the assets of the
corporation available for distribution to shareholders in excess of the
preferential amount fixed for such Preferred Stock.
The Common Stock shall consist of a single class having equal rights,
privileges and powers. The holder of each outstanding share of Common Stock
shall have one vote per share with respect to all matters submitted to a vote
of shareholders.
The number of authorized shares of any class of stock of the
corporation, including but without limitation the Common Stock and the
Preferred Stock, may be increased or decreased by the affirmative vote of the
holders of the majority of the stock of the corporation entitled to vote,
without regard to class.
Whenever the vote of shareholders at a meeting thereof is required or
permitted to be taken for or in connection with any corporate action, by law or
by any provision herein or in the bylaws, the meeting and vote of shareholders
may be dispensed with if the action in taken with the written consent of the
holders of less than all of the stock who would have been entitled to vote upon
the action if a meeting were held; provided that in no case shall the written
consent be by the holders of stock having less than the minimum percentage of
the vote required by statute for the proposed corporate action, and provided
that prompt notice must be given to all shareholders of the taking of corporate
action without a meeting and by less than unanimous written consent.
ARTICLE FOURTH
A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows: None.
-2-
<PAGE> 22
ARTICLE FIFTH
The address of the current registered office is: 600 South Wagner
Road, Ann Arbor, Michigan 48106. The name of the current resident agent is:
Charles Gelman.
ARTICLE SIXTH
The business and affairs of the Company shall be managed by or under
the direction of a Board of Directors consisting of not less than 3 or more
than 11 directors, the exact number of directors to be determined from time to
time solely by a resolution adopted by an affirmative vote of a majority of the
entire Board of Directors. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. At the 1985 Annual Meeting of
Shareholders, Class I directors shall be elected for a one-year term, Class II
directors for a two-year term and Class III directors for a three-year term.
At each succeeding annual meeting of shareholders, commencing in 1986,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term.
If the number of directors is changed, any increase or decrease shall
be apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal an possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
When the number of directors is increased by the Board of Directors and any
newly created directorships are filled by- the Board, there shall be no
classification of the additional directors until the next annual meeting of
shareholders.
A director shall hold office until the meeting for the year in which
his or her term expires and until his or her successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Newly created directorships resulting
from an increase in the number of directors and any vacancy an the Board of
Directors may be filled by an affirmative vote of a majority of the Board of
Directors then in office. If the number of directors then in office is less
than a quorum, such newly created directorships and vacancies may be filled by
a majority of the directors then in office, although less than a quorum, or by
the sole remaining director. A director elected by the Board of Directors to
fill a vacancy shall hold office until the next meeting of shareholders called
for the election of directors and until his or her successor shall be elected
and shall qualify. A director or the entire Board of Directors may be removed
only for cause.
-3-
<PAGE> 23
Notwithstanding the foregoing, whenever the holders of any one or more classes
of preferred stock or series of preferred stock or series thereof issued by the
Company shall have the right, voting separately by class or series to elect
directors at an annual or special meeting of shareholders, the election, term
of office, filling of vacancies and other features of such directorship shall
be governed by the terms of these Restated Articles of Incorporation applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to this Article.
This Article Sixth may not be amended by written consent of shareholders, and
may only be amended by the affirmative vote of 60% of the shares represented at
the meeting of shareholders considering the amendment, in addition to the vote
otherwise required by the Michigan Business Corporation Act.
ARTICLE SEVENTH
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized, without stockholder
approval, to make, amend, alter or repeal the Bylaws of the corporation.
ARTICLE EIGHTH
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its shareholders or any class of them, any court of equitable
jurisdiction within the State of Michigan may, on the application in a summary
way of this corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Michigan law, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation
under the provisions of Michigan law, order a meeting of the creditors or class
of creditors, and/or of the shareholders or class of shareholders of this
corporation, as the case may be, to be summoned in such manner as the said
court directs.
If a majority in number representing three-fourths In value of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this corporation, as the case may be, agree to any compromise
or arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
shareholders or class of shareholders, of this corporation, as the case may be,
and also on this corporation.
-4-
<PAGE> 24
ARTICLE NINTH
The corporation reserves the right to amend, alters change or repeal
any provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
These Restated Articles of Incorporation were duly adopted an the 10th
day of December 1985, in accordance with the provisions of Section 642 of the
Act and were duly adopted by the shareholders. The necessary number of shares
as required by statute were voted in favor of these Restated Articles.
ARTICLE TENTH
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of the
director's fiduciary duty. However, this Article Tenth shall not eliminate or
limit the liability of a director for any of the following:
(1) A breach if the director's duty of loyalty to the
Corporation or its shareholders.
(2) Acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law.
(3) A violation of Section 551(1) of the Michigan
Business Corporation Act.
(4) A transaction from which the director derived an
improper personal benefit.
(5) An act or omission occurring before March 1, 1987.
Any repeal or modification of this Article Tenth by the shareholders of the
Corporation shall not adversely affect any right or protection of any director
of the Corporation existing at the time of, or for or with respect to, any acts
or omissions occurring before such repeal or modification.
Signed this 16th day of December, 1987.
BY
Charles Gelman, President
-5-
<PAGE> 25
DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX remitting fees:
BELOW. Include name, street and number Honigman Miller
(or P.O. box). city, state and ZIP code. Schwartz and Cohn
Jeanette M. Sermo Preparer's name and business
Honigman Miller Schwartz & Cohn telephone number:
2290 First National Building Jeanette M. Sermo
Detroit, Michigan 48226 (313) 256-7634
INFORMATION AND INSTRUCTIONS
1. This form is issued under the authority of Act 284. P.A. of 1972. as
amended. The articles of incorporation cannot be restated until this
form, or a comparable document, is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm
copy will be prepared for the records of the Corporation and
Securities Bureau. The original copy will be returned to the address
appearing in the box above as evidence of filing.
Since this document must be microfilmed, it is important that the
filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This document is to be used pursuant to sections 641 through 643 of
the Act for the purpose of restating the articles of incorporation of
a domestic profit corporation. Restated articles of incorporation are
an integration into a single instrument of the current provisions of
the corporation's articles of incorporation along with any desired
amendments to those articles.
4. Restated articles of incorporation which do not amend the articles of
incorporation may be adopted by the board of directors without a vote
of the shareholders. Restated articles of incorporation which amend
the articles of incorporation require adoption by the shareholders.
Restated articles of incorporation submitted before the first meeting
of the board of directors require adoption by all of the
incorporators.
5. Item 2 - Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
6. The duration of the corporation should be stated in the restated
articles of incorporation only if it is not perpetual.
7. This document is effective on the date approved and filed by the
Bureau. A later effective date, no more than 90 days after the date
of delivery, may be stated.
8. If the restated articles are adopted before the first meeting of the
board of directors, this document must be signed in ink by all of the
incorporators. It the restated articles merely restate and integrate
the articles. but do not amend, this document must be signed in ink by
an authorized officer or agent of the corporation. If the restated
articles amend the articles of incorporation, this document must be
signed in ink by the president, vice-president, chairperson, or
vice-chairperson.
9. FEES: Filing fee (Make remittance payable to State of
Michigan)............................................. $10.00
Franchise fee (payable only if authorized capital stock
has increased) - 1/2 mill (.0005) on each dollar of
increase over highest previous authorized capital stock.
10. Mail form and fee to:
Michigan Department of Commerce, Corporation and Securities Bureau,
Corporation Division, P. O. Box 30054, Lansing, MI 48909, Telephone
(517) 373-0493
<PAGE> 26
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) DATE RECEIVED
FILED MAR 21 1994
APR 13 1994
APR 18 1994
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(PLEASE READ INFORMATION AND INSTRUCTIONS ON LAST PAGE)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is: Gelman Sciences Inc.
2. The corporation identification number (CID) assigned by the Bureau is:
240 - 273
3. The location of its registered office is:
600 South Wagner Road Ann Arbor, Michigan 48106
(Street Address) (City) (ZIP Code)
4. Article III of the Articles of Incorporation is hereby amended to read as
follows:
See attached Exhibit A
<PAGE> 27
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD
OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the ______day of _________, 19___, in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.
Signed this _____ day of _____________, 19___
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
(Signatures of all incorporators; type or print name under each signature)
b. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the 17th day of, December, 1993. The amendment: (check
one of the following)
[ ] was duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote of
the shareholders or members if a nonprofit corporation, or by the vote
of the directors if a nonprofit corporation organized on a nonstock
directorship basis. The necessary votes were cast in favor of the
amendment.
[ ] was duly adopted by the written consent of all the directors pursuant
to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a nonstock directorship basis.
[ ] was duly adopted by the written consent of the shareholders or members
having not less than the minimum number of votes required by statute
in accordance with Section 407(1) and (2) of the Act. Written notice
to shareholders or members who have not consented in writing has been
given. (Note: Written consent by less than all of the shareholders or
members is permitted only if such provision appears in the Articles of
Incorporation.)
[ ] was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407(3) of the Act.
Signed this 14th day of March , 1994
By
James J. Fahrner Vice President-Finance
(Type or Print Name) (Type or Print Title)
<PAGE> 28
DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX remitting fees:
BELOW. Include name, street and number Gelman Sciences Inc.
(or P.O. box), city, state and ZIP code.
Preparer's name and business
Stanley E. Everett telephone number:
Brouse & McDowell Stanley E. Everett
500 First National Tower (216) 535-5711
Akron, OH 44308
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable
document, is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm
copy will be prepared for the record of the Corporation and Securities
Bureau. The original copy will be returned to the address appearing
in the box above as evidence of filing.
Since this document must be microfilmed, it is important that the
filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631
of the Act for the purpose of amending the articles of incorporation
of a domestic profit or nonprofit corporation. Do not use this form
for restated articles. A nonprofit corporation is one incorporated to
carry out any lawful purpose or purposes not involving pecuniary
profit or gain for its directors, officers, shareholders, or members.
A nonprofit corporation organized on a nonstock directorship basis, as
authorized by Section 302 of the Act, may or may not have members, but
if it has members, the members are not entitled to vote.
4. Item 2 - Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
5. Item 4 - The article being amended must be set forth in its entirety.
However, if the article being amended is divided Into separately
identifiable sections, only the sections being amended need be
included.
6. This document is effective on the date approved and filed by the
Bureau. A later effective date, no more than 90 days after the date
of delivery, may be stated.
7. It the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by all of the
incorporators listed in Article V of the Articles of Incorporation.
If the amendment is otherwise adopted, item 5(b) must be completed and
signed in ink by the president, vice-president, chairperson, or
vice-chairperson of the corporation.
8. FEES: Filing fee (Make remittance payable to State of
Michigan)............................................ $10.00
Franchise fee for profit corporations (payable only if authorized
capital stock has increased) - 1/2 mill (.0005) on each dollar of
increase over highest previous authorized capital stock.
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302
<PAGE> 29
EXHIBIT A
CERTIFICATE
GELMAN SCIENCES INC.
Gelman Sciences Inc., a Michigan corporation ("Company"), hereby
certifies that at its annual meeting of shareholders, held December 17, 1993
upon notice duly given, a proposal to amend the Company's Restated Articles of
Incorporation to increase the authorized shares of its common stock was duly
adopted by the affirmative vote of a majority of the outstanding shares, in
accordance with Section 611(2) of the Michigan Business Corporation Act (the
"Act").
Article III of the Restated Articles of Incorporation of the Company
hereby is amended in its entirety to read as follows:
ARTICLE THIRD
The total number of shares which the corporation shall have
authority to issue is 8,500,000 of which 8,000,000 shall be shares of
Common Stock with a par value of $.10 per share, and 500,000 shall be
Preferred Stock with a par value of $1.00 per share.
The Preferred Stock shall be issued from time to time in one
or more series of such number of shares with such distinctive serial
designations and (a) may have such voting powers, full or limited, or
may be without voting powers; (b) may be subject to redemption at such
time or times and at such prices; (c) may be entitled to receive
dividends (which may be cumulative or noncumulative) at such rate or
rates, on such conditions and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class
or classes or series of stock; (d) may have such rights upon the
dissolution of, or upon any distribution of the assets of, the
corporation; (e) may be made convertible into, or exchangeable for,
shares of any other class or classes or of any other series of the
same or any other class or classes of stock of the corporation, at
such price or prices or at such rates of exchange, and with such
adjustments; and (f) may have such other relative, participating,
optional or other special rights, qualifications, limitations or
restrictions thereof, all as shall hereafter be stated and expressed
in the resolution or resolutions providing for the issue of each such
series of Preferred Stock from time to time adopted by the Board of
Directors pursuant to authority so to do which is hereby expressly
vested in the Board of Directors, provided that the holders of shares
of Preferred Stock shall have no rights to participate with the
holders of Common Stock in any distribution of dividends in excess of
the preferential dividends fixed for such Preferred Stock or in the
assets of the corporation available for distribution to shareholders
in excess of the preferential amount fixed for such Preferred Stock.
<PAGE> 30
The Common Stock shall consist of a single class having equal
rights, privileges and powers. The holder of each outstanding share
of Common Stock shall have one vote per share with respect to all
matters submitted to a vote of shareholders.
The number of authorized shares of any class of stock of the
corporation, including but without limitation the Common Stock and the
Preferred Stock, may be increased or decreased by the affirmative vote
of the holders of the majority of the stock of the corporation
entitled to vote, without regard to class.
Whenever the vote of shareholders at a meeting thereof is
required or permitted to be taken for or in connection with any
corporate action, by law or by any provision herein or in the bylaws,
the meeting and vote of shareholders may be dispensed with if the
action is taken with the written consent of the holders of less than
all of the stock who would have been entitled to vote upon the action
if a meeting were held; provided that in no case shall the written
consent be by the holders of stock having less than the minimum
percentage of the vote required by statute for the proposed corporate
action, and provided that prompt notice must be given to all
shareholders of the taking of corporate action without a meeting and
by less than unanimous written consent.
GELMAN SCIENCES INC.
By:
James J. Fahrner
Vice President-Finance
<PAGE> 31
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
FEB 10 1995 FILED
FEB 10 1995
Name Edward J. Levitt Administrator
GELMAN SCIENCES INC. MICHIGAN DEPARTMENT OF COMMERCE
Address CORPORATION & SECURITIES BUREAU
600 South Wagner Road
City State Zip Code
Ann Arbor MI 48103-9019 EFFECTIVE DATE:
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of
1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit
corporations), the undersigned corporation executes the following
Certificate:
1. The present name of the corporation is: GELMAN SCIENCES INC. 240-273
2. The identification number assigned by the Bureau is:
3. The location of the registered office is:
600 South Wagner Road Ann Arbor Michigan 48103-9019
(Street Address) (City) (Zip Code)
4. Article III of the Articles of Incorporation is hereby amended to
read as follows:
SEE ATTACHED EXHIBIT A
<PAGE> 32
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD
OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT
COMPLETE BOTH.
a. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the ___ day of _______________, 19___, in accordance with
the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the Board of Directors or
Trustees.
Signed this ____day of ________19___
(Signature) (Signature)
(Type or Print Name) (Type or Print Name)
(Signature) (Signature)
(Type or Print Name) (Type or Print Name)
b. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the 15th day of December, 1994 . The amendment: (check one
of the following)
[x] was duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote of
the shareholders or members if a nonprofit corporation, or by the vote
of the directors if a nonprofit corporation organized on a nonstock
directorship basis. The necessary votes were cast in favor of the
amendment.
[ ] was duly adopted by the written consent of all directors pursuant to
Section 525 of the Act and the corporation is a nonprofit corporation
organized on a nonstock directorship basis.
[ ] was duly adopted by the written consent of the shareholders or members
having not less than the minimum number of votes required by statute
in accordance with Section 407(1) and (2) of the Act if a nonprofit
corporation, or Section 407(1) of the Act if a profit corporation.
Written notice to shareholders who have not consented in writing has
been given. (Note: Written consent by less than all of the
shareholders or members is permitted only if such provision appears in
the Articles of Incorporation.)
[ ] was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with section 407(3) of the Act
if a nonprofit corporation, or Section 407(2) of the Act if a profit
corporation.
Signed this 7th day of February 1995
By Charles Gelman
(Only Signature of President, Vice-President,
Chairperson, or Vice-Chairperson)
Charles Gelman Chairman of the Board
(Type or Print Title)
<PAGE> 33
EXHIBIT A
CERTIFICATE
GELMAN SCIENCES INC.
Gelman Sciences Inc., a Michigan corporation ("Company"), hereby
certifies that at its annual meeting of shareholders, held December 15, 1994
upon notice duly given, a proposal to amend the Company's Restated Articles of
Incorporation to increase the authorized shares of its common stock was duly
adopted by the affirmative vote of a majority of the outstanding shares, in
accordance with Section 611(2) of the Michigan Business Corporation Act (the
"Act").
Article III of the Restated Articles of Incorporation of the Company
hereby is amended in its entirety to read as follows:
ARTICLE THIRD
The total number of shares which the corporation shall have
authority to issue is 15,500,000 of which 15,000,000 shall be shares
of Common Stock with a par value of $.10 per share, and 500,000 shall
be Preferred Stock with a par value of $1.00 per share.
The Preferred Stock shall be issued from time to time in one
or more series of such number of shares with such distinctive serial
designations and (a) may have such voting powers, full or limited, or
may be without voting powers; (b) may be subject to redemption at such
time or times and at such prices; (c) may be entitled to receive
dividends (which may be cumulative or noncumulative) at such rate or
rates, on such conditions and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class
or classes or series of Stock; (d) may have such rights upon the
dissolution of, or upon any distribution of the assets of, the
corporation; (e) may be made convertible into, or exchangeable for,
shares of any other class or classes or of any other series of the
same or any other class or classes of stock of the corporation, at
such price or prices or at such rates of exchange, and with such
adjustments; and (f) may have such other relative, participating,
optional or other special rights, qualifications, limitation or
restrictions thereof, all as shall hereafter be stated and expressed
in the resolution or resolutions providing for the issue of each such
series of Preferred Stock from time to time adopted by the Board of
Directors pursuant to authority so to do which is hereby expressly
vested in the Board of Directors, provided that the holders of shares
of Preferred Stock shall have not rights to participate with the
holders of Common Stock in any distribution of dividends in excess of
the preferential dividends fixed for such Preferred Stock or in the
assets of the corporation available for distribution to shareholders
in excess of the preferential amount fixed for such Preferred Stock.
<PAGE> 1
EXHIBIT 10
WARRANT AGREEMENT
TO: Dr. Hajime Kimura, M.D., Ph.D.
FROM: Charles Gelman
DATE: September 2, 1994
Pursuant to and in accordance with a resolution of the Board of
Directors of Gelman Sciences Inc. (the "Corporation") adopted at its meeting on
September 2, 1994, the Corporation hereby grants you a warrant (the "Warrant")
to purchase 9,000 shares of the Common Stock, $0.10 par value, of the
Corporation (the "Shares") at $14.25 per Share, upon the terms and conditions
contained in this Agreement.
1. The Warrant is not intended to be an incentive stock option within the
meaning of the Internal Revenue Code of 1986, as amended.
2. The Warrant may not be transferred by you otherwise than by will or by
the laws of descent and distribution and, during your lifetime, the
Warrant is exercisable only by you.
3. Subject to the terms contained in this Agreement, you may exercise the
Warrant in whole or in part beginning on the date of this Agreement.
4. This Warrant will expire (to the extent not previously exercised) on
the tenth anniversary of the date of this Agreement, unless terminated
earlier upon your termination of service as a member of the Board of
Directors of the Corporation or your death, which are governed by
Paragraphs 5 and 6 of this Agreement, respectively.
5. If your service as a member of the Board of Directors of the
Corporation terminates for any reason other than your death, you have
the right for a period of 90 days following such termination, but in
no event subsequent to the expiration date of the Warrant, to exercise
that portion of the Warrant, if any, which is exercisable by you on
the date of termination of your service.
<PAGE> 2
6. If your service as a member of the Board of Directors of the
Corporation terminates by reason of your death, the Warrant, to the
extent it is exercisable on the date of your death, may be exercised
for a period of 180 days following your death, but in no event
subsequent to the expiration date of the Warrant, by your legal
representative or by the person or persons to whom your rights shall
pass by will or by the laws of descent and distribution.
7. The Warrant shall be exercised by giving a written notice to the
Secretary of the Corporation. Such notice shall specify the number
of Shares to be purchased, the name in which you desire to have the
shares registered, your address and your social security number and
shall be accompanied by payment in full in cash of the aggregate
exercise price for the number of Shares purchased and by the
representation required by Paragraph 10 of this Agreement if the
Shares to be issued upon exercise of the Warrant have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"). Such exercise shall be effective only upon the
actual receipt of such written notice and no rights or privileges of
a shareholder of the Corporation in respect of any of the Shares
issuable upon exercise of any part of the Warrant shall inure to you
or any other person who is entitled to exercise the Warrant unless
and until certificates representing such Shares shall have been
issued.
8. Nothing contained in this Agreement, nor any action taken by the
Corporation, shall confer upon you any right with respect to
continuation of your service as a member of the Board of Directors of
the Corporation.
9. If, upon or as a result of your exercise of the Warrant, there shall
be payable by the Corporation any amount for income tax withholding,
you will pay such amount to the Corporation to reimburse the
Corporation for such income tax withholding.
10. Unless a registration statement covering the Shares subject to the
Warrant is in effect under the Securities Act, all Shares purchased
upon the exercise of the Warrant shall be acquired for investment and
not with a view to, or for, sale in connection with any distribution
thereof and each notice of exercise of the Warrant shall be
accompanied by a representation in writing signed by you to that
effect. The Corporation may place a legend upon any certificate
representing the Shares purchased pursuant to exercise of the Warrant
noting that the transfer of such Shares may be restricted under the
Securities Act.
11. In the event that the outstanding shares of Common Stock of the
Corporation shall be increased by a stock dividend or changed into or
exchanged for a different number of kind of shares of stock or other
securities of the Corporation or of another corporation, whether by
reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise, the number, price and
kind of Shares subject to the Warrant shall be appropriately
adjusted.
2
<PAGE> 3
12. The Shares issued upon exercise of the Warrant may consist in whole
or in part of the authorized and unissued or reacquired Common Stock
of the Corporation.
Sincerely yours,
Charles Gelman
Chairman of the Board and CEO
The above is agreed to and accepted:
/s/ H. Kimura
Dr. Hajime Kimura, M.D., Ph.D.
Dated: Sept. 12, 1994
3
<PAGE> 1
EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
PRIMARY AND FULLY DILUTED
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31 January 31
--------------------- ---------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income for computing primary and fully diluted earnings per common share $1,256,000 $1,094,000 $2,487,000 $1,992,000
Primary shares
Weighted average number of common shares outstanding 6,205,245 5,673,656 6,173,976 5,654,729
Additions from assumed exercise of stock options and warrants 399,655 546,435 422,797 528,114
---------- ---------- ---------- ----------
Weighted average of common and common equivalent shares 6,604,900 6,220,091 6,596,773 6,182,843
========== ========== ========== ==========
Fully diluted shares
Weighted average number of common shares outstanding 6,205,245 5,673,656 6,173,976 5,654,729
Additions from assumed exercise of stock options and warrants 399,655 621,744 422,797 565,704
---------- ---------- ---------- ----------
Weighted average of common and common equivalent shares 6,604,900 6,295,400 6,596,773 6,220,433
========== ========== ========== ==========
Net income per common share
Primary $ 0.19 $ 0.18 $ 0.38 $ 0.32
========== ========== ========== ==========
Fully diluted $ 0.19 $ 0.18 $ 0.38 $ 0.32
========== ========== ========== ==========
</TABLE>
Primary additions from assumed exercise of stock options and warrants is net of
assumed purchase of common shares at the average market price during the period.
Fully diluted earnings per share was determined in the same manner except
that the greater of the period end or period average stock price was used.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from (a) Gelman
Sciences Inc. Consolidated Statement of Operations and Consolidated Statement of
Cash Flows for the six months ended January 31, 1995 and the Consolidated
Balance Sheet as of January 31, 1995 and is qualified in its entirety by
reference to such (b) Form 10-Q for the second quarter ended January 31, 1995.
</LEGEND>
<CIK> 0000310252
<NAME> GELMAN SCIENCES INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-START> AUG-01-1994
<PERIOD-END> JAN-31-1995
<EXCHANGE-RATE> 1
<CASH> 1,906
<SECURITIES> 0
<RECEIVABLES> 22,669
<ALLOWANCES> 989
<INVENTORY> 14,183
<CURRENT-ASSETS> 42,254
<PP&E> 65,552
<DEPRECIATION> 35,252
<TOTAL-ASSETS> 74,902
<CURRENT-LIABILITIES> 18,392
<BONDS> 20,739
<COMMON> 622
0
0
<OTHER-SE> 32,993
<TOTAL-LIABILITY-AND-EQUITY> 74,902
<SALES> 48,185
<TOTAL-REVENUES> 48,185
<CGS> 23,583
<TOTAL-COSTS> 23,583
<OTHER-EXPENSES> 19,704
<LOSS-PROVISION> 118
<INTEREST-EXPENSE> 882
<INCOME-PRETAX> 3,898
<INCOME-TAX> 1,411
<INCOME-CONTINUING> 2,487
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,487
<EPS-PRIMARY> .38
<EPS-DILUTED> .38
</TABLE>
