UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
CANISCO RESOURCES, INC.
(Exact Name of Issuer as specified in its charter)
Delaware
State or other jurisdiction of
incorporation or organization)
540952207
(I.R.S. Employer Identification Number
22 Northeast Drive, Hershey, PA
(Address of Principal Executive Offices)
17033-2732
(Zip Code)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0025 per share
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. General Information.
Canisco Resources, Inc. (the "Registrant") was organized as a
corporation under the laws of the State of Delaware on April 8, 1996.
The Registrant's fiscal year ends on March 31 of each year.
Item 2. Transaction of Succession.
Registrant's predecessor, which had securities registered pursuant
to Section 12(g) of the Act at the time of succession, was Nuclear
Support Services, Inc. ("NSSI").
NSSI filed for Chapter11 bankruptcy protection on September 5, 1995,
in the U.S. Bankruptcy Court for the Middle District of Pennsylvania,
Case No. 1-95-1767. On April 24, 1996, NSSI's Plan of Reorganization
was confirmed subject to closing on a new credit facility by June 30,
1996. Pursuant to the Plan of Reorganization and approval of over
two-thirds of its shareholders, NSSI merged into Canisco Resources,
Inc. (then a wholly owned Delaware subsidiary of NSSI) on May 24,
1996. This merger was accomplished solely for the purpose of
changing the company's state of corporate domicile from Virginia
to Delaware.
Aside from the change in the corporate name and state of
domicile, the merger did not change the company's line of business
or its consolidated financial status. The officers and directors
of NSSI became the officers and directors of Registrant and the
shareholders of NSSI, by operation of the merger, became the
shareholders of Registrant with the same rights of voting and
stock ownership as before. Effective on the date of the merger,
common stock certificates for NSSI stock represent the same number
of shares in Registrant. It is anticipated that NSSI stock certificates
will be replaced by certificates
for Canisco Resources, Inc. in an orderly fashion as they are
received by the Registrant's transfer agent in the normal course of
trading or as requested by the Registrant's stockholders. A copy
of the relevant Plan and Agreement of Merger is attached as an exhibit.
Item 3. Securities to be Registered.
Registrant has authorized capital stock of 10,000,000 shares.
There are currently 2,476,242 shares of common stock issued,
307,051 of which are held as treasury stock for the account of
the Registrant (resulting in 2,169,191 shares issued and outstanding).
Item 4. Description of Registrant's Securities to be Registered.
The securities proposed to be registered hereunder are shares of
common stock, par value $.0025 per share. The Registrant has no other
class of stock outstanding. Each share of common stock is entitled to
one vote on each matter properly submitted to the shareholders for
action. The Registrant's common stock is entitled to dividends if
and as declared by Registrant directors and to liquidation rights
typical to holders of common stock. There are no special terms of
conversion, sinking fund provisions, preemptive rights, cumulative
voting rights, classification of the Board of Directors or any
classifications of common stock in the Registrant's Articles or By-Laws.
The Registrant shall not have authority to issue non-voting shares of
stock.
Item 5. Financial Statements and Exhibits.
(a) Financial Statements - Not Applicable.
(b) Exhibits -
Exhibit 2.1 - Plan and Agreement of Merger.
Exhibit 3.1 - Articles of Incorporation.
Exhibit 3.2 - By-Laws.
Exhibit 21 - Subsidiaries of Registrant.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this application
for registration (or registration statement) to be signed on its behalf
by the undersigned, thereunto duly authorized.
CANISCO RESOURCES, INC.
(Registrant)
Date: May 24, 1996 By /s/ Ralph A. Trallo
Ralph A. Trallo, President
FORM 8-B
THIS PLAN AND AGREEMENT OF MERGER dated as of May 10, 1996,
made by and among NUCLEAR SUPPORT SERVICES, INC. ("NSSI"), NSS
OF DELAWARE, INC. ("NSS-D"), and Canisco Resources, Inc. ("NEWCO"),
said corporations being hereinafter sometimes referred to together
as the Constituent Corporations.
W I T N E S S E T H :
WHEREAS, NSSI is a corporation organized and existing under the
laws of the Commonwealth of Virginia, with its registered office in
Virginia being located at 5511 Staples Mill Rd. Richmond, Virginia,
23228 c/o Edward Parker, Registered Agent and its principal place of
business being located at 22 Northeast Drive, Hershey, Pennsylvania
17033; and
WHEREAS, NSSI is a publicly traded company whose stock is traded on
the NASDAQ stock market with authorized capital stock consisting
of 10,000,000 shares of voting common stock with par value of $.0025
per share, of which 2,169,190 shares are issued and outstanding; and
WHEREAS, NSS-D is a corporation organized and existing under the
laws of the State of Delaware, with its registered office in Delaware
being located at 1105 N. Market St. Suite 1300, Wilmington, Delaware,
19899; and
WHEREAS, NSS-D has an authorized capital stock consisting of 100
shares of voting common stock, with a par value of $1.00 per share,
of which 10 shares are issued and outstanding; and
WHEREAS, NEWCO is a newly formed corporation organized and existing
under the laws of the State of Delaware with its registered office in
Delaware being located at Delaware Incorporators & Registration
Services, Inc., 1201 Market Street, Wilmington, Delaware 19801; and
WHEREAS, NEWCO has an authorized capital stock consisting of 10,000,000
shares of voting common stock with a par value of $.0025 per share, of
which 307,052 shares are issued and outstanding; and
WHEREAS, NSSI holds all the issued and outstanding stock of NSS-D and
NEWCO; and
WHEREAS, NSSI and its subsidiaries (other than NEWCO) between
September 1 and September 5, 1995, filed voluntary petitions for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Middle District of Pennsylvania,
Harrisburg Division, which are being jointly administered under Case
No. 95-01767; and
WHEREAS, on or about January 31, 1996, NSSI and its subsidiaries
(other than NEWCO) filed a proposed Joint Plan of Reorganization
and accompanying Disclosure Statement, which Plan of Reorganization
includes a proposal to change the state of incorporation of NSSI from
Virginia to Delaware by merging NSSI with and into NEWCO, and exchanging
shares of NSSI for shares of the surviving corporation, NEWCO, on a
one-for-one basis; and
WHEREAS, it is the intent that NSS-D be merged into NEWCO for the
purpose of eliminating a wholly owned subsidiary of NSSI and streamlining
the corporate structure; and
WHEREAS, it is the intent that the proposed merger qualify as an
"F" reorganization under the federal tax laws and that the shares of
the surviving entity, NEWCO, be substantially equivalent to the shares
of NSSI and that NEWCO shares be publicly traded in place of NSSI
shares; and
WHEREAS, each of the Constituent Corporations, in the interest of
greater efficiency and economy in the management of the business
carried on by each of the Constituent Corporations, has determined
that it is advisable and generally to the advantage and welfare of
said corporations and their respective shareholders that NSSI and NSS-D
be merged with and into NEWCO with NEWCO surviving under the
name Canisco Resources, Inc. on the terms and conditions hereinafter set
forth, in accordance with the applicable provisions of the laws of
the respective states of incorporation of the Constituent Corporations
including but
not limited to, Title 13 of the Code of Virginia 13.1-722 and
Delaware Code, Title 8, 253.
NOW, THEREFORE, in consideration of the premises and other mutual
agreements, covenants and provisions hereinafter contained, the parties
hereto agree that NSSI and NSS-D, its wholly owned subsidiary, be merged
into NEWCO and that the name of the surviving corporation be Canisco
Resources, Inc.
upon the effective date and time of the merger, and that the terms and
conditions of such merger and the mode of carrying the same into effect,
shall be as follows:
FIRST: NSSI, NSS-D and NEWCO shall be merged into a single
corporation in accordance with the applicable provisions of Virginia
and Delaware corporate law by NSSI and NSS-D merging into NEWCO, which
shall be, and is hereafter sometimes called, the Surviving Corporation.
SECOND: The effective date of the merger shall be 12:01pm May 24,
1996 or as near thereto as possible.
THIRD: The Articles of Incorporation of NSSI shall continue in
force and effect as the Articles of NEWCO, the Surviving Corporation,
following the effective date of the merger with the exceptions that:
ARTICLEI (NAME) be amended to state that the name of the corporation
is Canisco Resources, Inc.; that ARTICLEII (PURPOSES AND POWERS) be amended
to state that the purpose for which the corporation is organized is
to transact, promote, carry out and/or engage in any lawful act or
activity for which corporations may be organized is to transact,
promote, carry out and/or engage in any lawful act or activity for
which corporations may be organized under the laws of the State
of Delaware; and ARTICLE III (SHARES OF STOCK) be amended
to add a prohibition against the issuance of non-voting stock
by the corporation.
FOURTH: The Bylaws of NSSI, as they shall exist on the effective
date of the merger, shall be the Bylaws of NEWCO, the Surviving
Corporation, until altered, amended or repealed as provided therein
or under the laws of the State of Delaware.
FIFTH: The present directors and officers of NSSI shall remain
the directors and officers of NEWCO, the Surviving Corporation,
and shall hold office until their respective successors shall be
elected and qualified.
SIXTH: NSSI shall make provision for payment of all the expenses
of carrying this Agreement into effect and of accomplishing the merger.
SEVENTH: Upon the effective date and time of the merger, the separate
existence of NSS-D and NSSI shall cease and NSS-D and NSSI shall be
merged into NEWCO, the Surviving Corporation, and the Surviving
Corporation shall own, possess and become vested with all the rights,
claims, privileges, powers and franchises of, and all property, real,
personal and mixed, tangible or intangible, and all debts due to any
of, the Constituent Corporations; and all rights of creditors and
all liens upon any property of any Constituent
Corporations, and all debts, liabilities and duties of the
Constituent Corporations at the date and time of the merger shall
henceforth attach to the Surviving Corporation and may be enforced
against it to the same extent as if said debts, liabilities and
duties had been incurred or contracted by it except to the extent
such debts, liabilities and duties have been relieved pursuant to
the Plan of Reorganization of which this merger is a part.
EIGHTH: The manner and basis of converting the shares of stock
of each of the Constituent Corporations to the shares of stock of
the Surviving Corporation are as follows:
1. All issued and outstanding shares of common stock of NSS-D
shall be cancelled, null and void as of the effective date and time
of the merger.
2. Immediately upon the effective date and time of the merger,
the outstanding certificates theretofore representing shares of
common stock of NSSI shall be deemed to represent a like number of
shares of NEWCO, the Surviving Corporation.
3. As soon as practicable after the effective date and time of
merger, holders of NSSI certificates representing a like number of
shares of NEWCO will be furnished instructions for the surrender of
these certificates in exchange for new certificates evidencing the
common shares of NEWCO. Until so surrendered, the NSSI certificates
will be deemed to represent a like number of shares of NEWCO.
4. Upon their surrender, the NSSI certificates shall be cancelled
and retained by the Secretary of NEWCO, the Surviving Corporation.
NINTH: This Agreement of Merger may be terminated and abandoned
by the Constituent Corporations at any time prior to the effective
date and time of the merger.
TENTH: The Board of Directors of each corporation party to the
merger may amend the plan at any time prior to the issuance of the
certificate of merger except as prohibited by applicable law.
ELEVENTH: For the convenience of the parties and to facilitate
the filing and recording of this Plan and Agreement of Merger, any
number of counterparts hereof may be executed and each such
counterpart shall be deemed to be an original instrument.
IN WITNESS WHEREOF, Nuclear Support Services, Inc., pursuant to
authority duly given it by its directors and shareholders, has
caused this Plan and Agreement of Merger to be executed by its
President and Secretary and its corporate seal to be affixed
effective on the date first noted above.
ATTEST: NUCLEAR SUPPORT SERVICES, INC.
Lauralee A. Snyder Ralph A. Trallo
By
Secretary President
(Corporate Seal)
IN WITNESS WHEREOF, NSS of Delaware, pursuant to authority duly
given it by its directors and shareholders, has caused this Plan
and Agreement of Merger to be executed by its President and Secretary
and its corporate seal to be affixed effective on the date first noted
above.
ATTEST: NSS OF DELAWARE
Michael J. Olson Dale L. Ferguson
By
Secretary President
(Corporate Seal)
IN WITNESS WHEREOF, NEWCO, pursuant to authority duly given it by
its directors and shareholders, has caused this Plan and Agreement
of Merger to be executed by its President and Secretary and its
corporate seal to be affixed effective on the date first noted above.
ATTEST: NEWCO
Lauralee A. Snyder Ralph A. Trallo
______________________________ By____________________________
Secretary President
(Corporate Seal)
CERTIFICATE OF INCORPORATION OF
CANISCO RESOURCES, INC.
FIRST: Name. The name of the Corporation is Canisco Resources,
Inc. (the "Corporation").
SECOND: Purpose. The purpose of the Corporation is to transact,
promote, carry out and/or engage in any lawful act or activity for
which corporations may be organized under the General Corporation
Law of the State of Delaware.
THIRD: Capital Stock. The Corporation shall have authority to
issue Ten Million (10,000,000) shares of common stock, having a
par value of One Quarter Cent ($0.0025) per share. The Corporation
shall not have authority to issue non-voting shares of stock.
FOURTH: Preemptive Rights. No holder of any shares of the stock
of the Corporation shall have a preemptive right to purchase, subscribe
for, or otherwise acquire shares of stock of the Corporation of
any class hereby or hereafter authorized, or any security
exchangeable for or convertible into such shares, or any
warrants or other instruments evidencing rights or options
to subscribe for, purchase or otherwise acquire shares of
stock issued subsequent to ht initial issue of the stock by
the Corporation.
FIFTH: Contracts and Business Relations with Officers and Directors.
The Corporation freely may contract with all stockholders, officers
and directors; and no contract of the Corporation shall be affected
or invalidated by the fact that one or more of the stockholders,
directors or officers of the Corporations is a party to the contract
or interested in the contract, or by the fact that any stockholder,
director or officer hold similar positions in any other Corporation
which is a party to the contract.
SIXTH: Bylaws. In the furtherance and not in limitation of the
object, purposes and powers prescribed herein and conferred by
the laws of the State of Delaware, the board of directors is
expressly authorized to make, amend and repeal the bylaws.
SEVENTH: Registered Office and Agent. The registered office of the
Corporation in the State of Delaware is located at 1201 Market Street,
Suite 1700, County of New Castle, Wilmington, Delaware 19801. The
registered agent of the Corporation at such address is Delaware
Incorporators & Registration Service, Inc.
EIGHTH: The Board of Directors. The initial number of directors
who shall constitute the whole board shall be eight (8). The
number of directors may be increased or decreased from time to
time by amendment of the bylaws of the Corporation. No decrease
in the number of directors shall have the effect of shortening the
term of any incumbent director. The directors need not be elected
by ballot unless required by the bylaws of the Corporation.
NINTH: Director Liability. Director liability shall be limited
to the fullest extent permitted by law.
TENTH: Incorporator. The name and mailing address of the
incorporator is Delaware Incorporators & Registration Service,
Inc., 1201 Market Street, Suite 1700, Wilmington, Delaware, 19801.
ELEVENTH: Termination of the Powers of ht Incorporator. The
powers of the incorporator shall terminate upon the election of
directors.
THE UNDERSIGNED, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware does make,
file and record this Certificate of Incorporation, and, accordingly,
has executed this Certificate this 8th day of April, 1996.
DELAWARE INCORPORATORS &
REGISTRATION SERVICE, INC.
By: /s/ Gordon W. Stewart
President
BY-LAWS
OF
CANISCO RESOURCES, INC.
ARTICLE I.
Stockholder's Meetings.
Section 1. Places of Meetings. All meetings of the stockholders
will be held at a place in the State of Delaware or any other place
as designated by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of stockholders
shall be held on the second Tuesday in August unless such other
date is set by the Board of Directors.
Section 3. Special Meetings. A special meeting of the
stockholders shall be held whenever called by the Chairman of the
Board of Directors, the President, the Board of Directors or the
holders of not less than one-tenth of all the shares entitled to
vote at such meeting.
Section 4. Notice of Meetings. Written notice, stating the place,
day and hour and the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 50 days before
the date of the meeting (except as otherwise specified herein or by
law), either personally or by mail, to each stockholder of record
having voting power in respect of the business to be transacted
thereat, at his or her address as it appears on the stock transfer
books of the Corporation. Notice of a stockholders' meeting to act
on an amendment of the Articles of Incorporation or on a reduction
of stated capital or on a plan of merger,
consolidation or exchange shall be given,
in the manner provided above, not less than 25 nor more than 50 days
before the date of the meeting and shall be accompanied by a copy of
the proposed amendment or plan of reduction, merger, consolidation
or exchange.
Notwithstanding the foregoing, a written waiver of notice signed
by the person or persons entitled to such notice, either before or
after the time stated therein, shall be equivalent to the giving of
such notice. A stockholder who attends a meeting shall be deemed to
have had timely and proper notice of the meeting, unless he attends
for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.
Section 5. Quorum. Unless a greater number is required in the
Articles of Incorporation, a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If a quorum is present, the affirmative
vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number or voting by
classes is required by law or the Articles of Incorporation,
and except that in elections of Directors those receiving the
greatest number of votes shall be deemed
elected even though not receiving a majority. Less than a
quorum may adjourn.
Section 6. Voting. A stockholder may vote either in person or
by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after eleven
months from its date, unless otherwise provided in the proxy.
No authorization of an attorney-in-fact to execute a proxy shall
be valid after ten years from its date, but such proxies may be
accepted as valid in the absence of notice to the contrary. Each
holder of record of stock of any class shall, as to all matters
in respect of which stock of such class has voting power,
be entitled to such vote as is provided in
the Articles of Incorporation for each share of stock of such
class standing in his name on the books of the Corporation.
ARTICLE II.
Directors
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by a Board of Directors subject to
any requirement of stockholder action of the Delaware General
Corporation Law or the Articles of Incorporation. The Board of
Directors shall have authority to fix the compensation of Directors.
Section 2. Number and Qualification of Directors. The number of
Directors shall be eight, but shall be increased as and when required
by the Articles of Incorporation and, subject to the provisions of
the Articles of Incorporation, may be increased or decreased at
any time by amendment of these By-laws, provided the number of
Directors shall not be less than three. Directors need not be
residents of Delaware or stockholders of the Corporation.
Section 3. Election and Removal of Directors. At each annual
meeting of stockholders the stockholders entitled to vote shall
elect the Directors. At any time, Directors may be removed and
their successors chosen by the unanimous written consent of the
holders of the outstanding stock of the Corporation entitled to
vote on the election of Directors.
Section 4. Vacancies in the Board of Directors. Any vacancy
occurring in the Board of Directors, including a vacancy resulting
from amending these By-laws to increase the number of Directors by
not more than two, may be filled by the affirmative vote of a majority
of the remaining Directors though less than a quorum of the Board of
Directors.
Section 5. Quorum of Directors. A majority of the number of
Directors fixed by these By-laws shall constitute a quorum for
the transaction of business. The act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 6. Place and Notice of Directors' Meetings. Meetings of
the Board of Directors, regular or special, may be held either within
or without the state of Delaware. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall
be determined by resolution of the Board of Directors and the annual
organizational meeting of the Board of Directors shall be held
following adjournment of the annual meeting of stockholders at a
time and place designated by the Directors. Special meetings of
the Board of Directors shall be held upon notice given by telegram
or telephone
at least two days before such meeting) or by letter (mailed at
least five days before such meeting) to all of the Directors stating
the time and place of such meetings. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver
of notice of such meeting.
In addition, members of the Board of Directors or any committee
designated thereby pursuant to Article III hereof may participate
in a meeting of the Board or such committee by means of a conference
telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation
by such means shall constitute presence in person at such meeting.
Section 7. Waiver of Notice. Whenever any notice is required to
be given to a Director of any meeting for any purpose under the
provisions of law, the Articles of Incorporation or these By-laws,
a waiver thereof in writing signed by the person or persons entitled
to such notice, either before or after the time stated therein, shall
be equivalent to the giving of such notice. A Director who attends
or otherwise participates in a meeting shall be deemed to have had
timely and proper notice of the meeting, unless he attends or
participates for the express purpose of objecting to the
transaction of any business
because the meeting is not lawfully called or convened.
Section 8. Actions Without Meeting. Any action that may be taken
at a meeting of the Board of Directors may be taken without a meeting
if a consent in writing, setting forth the action, shall be signed
either before or after such action by all the Directors. Such
consent shall have the same force and effect as a unanimous vote.
ARTICLE III.
Executive and Other Committees
Section I. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the number of Directors fixed
by these By-laws, may designate three or more of their number to
serve as an Executive Committee, which, to the extent provided in
the resolution and permitted by law, shall have and may exercise
all of the authority of the Board of Directors.
Section 2. Other Committees. Other committees, consisting of
two or more Directors, may be designated by a resolution adopted
by a majority of the Directors present at a meeting at which a quorum
is present.
Section 3. Actions Without Meeting. Any action that may be
taken at a meeting of a committee may be taken without a meeting
if a consent in writing, setting forth the action so to be taken,
shall be signed before such action by all of the members of the
committee. Such consent shall have the same force and effect as
a unanimous vote.
ARTICLE IV.
Officers and Agents
Section 1. Officers. The officers of the Corporation shall
consist of a President, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors, The President shall
be a Director. The Board of Directors in its discretion may
elect a Chairman of the Board of Directors who, when present,
shall preside at all meetings of the Board of Directors. Such
Vice President and other officers and assistant officers as may
be deemed necessary may be elected by the Board of Directors.
Any two or more offices may be held by the same person, except
the offices of President and Secretary.
Section 2. Agents. Such agents as may be deemed necessary by
the Board of Directors may be elected, appointed or chosen in such
a manner as may be prescribed by the Board of Directors.
Section 3. Authority and Duties of Officers and Agents.
Except as otherwise prescribed by the Board of Directors each
officer shall have such authority and perform such duties in
the management of the Corporation as generally pertains to the
office filled by him. The President, when present, shall preside
at all meetings of the stockholders and, unless a Chairman of the
Board of Directors has been elected and is present, shall preside
at all meetings of the Board of Directors. The authority and duties
the need for such agent.
Section 4. Removal of Officers and Agents. Any officer or
agent may be removed with or without cause at any time whenever
the Board of Directors in its absolute discretion shall consider
that the best interests of the Corporation shall be served thereby.
Any agent appointed otherwise than by the Board of Directors may
be removed with or without cause at any time by any officer having
authority to appoint him whenever such officer in his absolute
discretion shall consider that the best interests of the Corporation
shall be served thereby. Any such removal shall be without
prejudice to the recovery of damages
for breach of the contract rights, if any, of the person removed.
Election or appointment of an officer or agent shall not of itself
create contract rights.
ARTICLE V.
Miscellaneous Provisions
Section 1. Seal. The seal of this Corporation shall consist of
a flat-faced circular dye, of which there may be any number of
counterparts, with the word "Delaware" and the name of the
Corporation cut or engraved thereon.
Section 2. Books and Records. The Corporation shall keep
correct and complete books of account and shall keep minutes
of the proceedings of its stockholders and Board of Directors
and of its committees, if any.
The Board of Directors shall, subject to the laws of Delaware,
have power to determine from time to time whether and to what
extent and under what conditions and limitations the accounts,
records and books of the Corporation, or any of them shall be
open to the inspection of the stockholders.
Section 3. Voting of Stock Held. Unless otherwise provided by
vote of the Board of Directors, the President, any Vice President
or the Secretary may from time to time appoint an attorney or
attorneys or agent or agents of this Corporation to cast the votes
that this Corporation may be entitled to cast as a stockholder or
otherwise in any other corporation, any of whose stock or securities
may be held by this Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent
in writing to any such action
by any other such corporation, and may instruct the person or
persons so appointed as to the manner of casting such votes or
giving such consent, and may execute or cause to be executed on
behalf of this Corporation such written proxies, consents, waivers
or other instruments as such officer may deem necessary or proper
in the premises; or the President, any Vice President or the
Secretary may himself attend any meeting of the holders of stock
or other securities of such other corporation and thereat vote or
exercise any and all powers of this Corporation as the holder of such
stock of or other securities of such other corporation.
Section 4. Amendment of By-laws. The power to alter, amend or repeal
the By-laws of the Corporation or to adopt new By-laws shall be
vested in the Board of Directors, but By-laws made by the Board
of Directors may be repealed or changed and new By-laws made by
the stockholders and the stockholders may prescribe that any By-laws
made by them shall not be altered, amended or repealed by the Directors.
ARTICLE VI.
Indemnification
Section 1. For the purpose of this Article "officers" shall mean
persons designated as president, treasurer, secretary, chief executive
officer, chief operating officer, senior vice president or executive
vice president for the Company or any of its wholly-owned subsidiaries.
Section 2. The corporation shall indemnify, to the extent permitted
under these By-laws, any person who was or is a party (other than a
party plaintiff suing on his own behalf or in the right of the
corporation), or who is threatened to be made such a party, to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative whether formal or
informal (including, but not limited to, an action by or in the
right of the corporation) by reason of the fact that he is
or was a director or officer of the corporation, or is or was
serving at the request of the
corporation as a director, officer or in similar capacity for
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (such person being herein called
an "Indemnified Person"), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action,
suit or proceeding (herein called collectively the "Indemnified
Liabilities"), unless the act or failure to act giving rise to
the claim for indemnificationn is determined by a court of competent
jurisdiction to have constitued
willful misconduct or a knowing violation of the criminal law.
It is intended hereby that the corporation shall indemnify any
Indemnified Person against the Indemnified Liabilities to the
full extent otherwise authorized by Delaware law.
Section 3. The corporation shall have power, but shall not be
required, to indemnify any person who was or is a party (other
than a party plaintiff suing on his own behalf or in the right
of the corporation), or who is threatened to be made such a party,
to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative whether
formal or informal (including, but not limited to, an action by or
in the right of the corporation) by reason of the fact that he
is or was an agent or employee or the corporation, or is or was
serving at the request of the corporation
as an agent or employee or another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by him by reason of his services on behalf of the corporation in
connection with his employment or agency relationship undertaken
on behalf of the corporation provided such person acted, in good
faith, in what he reasonably believed to be the best interest
or the
corporation or such other entity, as the case may be, and, in
addition, in any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. And provided
further that such indemnification is authorized in the specific
case after a determination has been made that the indemnification
of the employee or agent is permissible in the circumstances
because he has met the standard of conduct set forth immediately
above.
Section 4. Determination that indemnification of an employee
or agent is permissible in the circumstances shall be made in
one of the following manners:
(a) By the Board of Directors by a majority vote of a quorum
consisting of directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under sub-paragraph (a) of
this paragraph, by a majority vote of a committee duly designated
by the Board of Directors (in which designation directors who are
parties may participate), consisting solely of two or more directors
not at the time parties to the proceeding;
(c) By special legal counsel either selected by the Board of
Directors or its committee in the manner prescribed in sub-
paragraph (a) or (b) of this paragraph or if a quorum of the
Board of Directors cannot be obtained under sub-paragraph
(a) of this paragraph and a committee cannot be designated
under sub-paragraph (b) of this paragraph, selected by a majority
vote of the full Board of Directors, in which selection directors
who are parties may participate; or
(d) By the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the
proceeding may not be voted on the determination.
Section 5. Notwithstanding the above, the corporation shall
indemnify any director, officer, employee, and/or agent who
entirely prevails in the defense of any proceeding to which he
was party because he is or was a director, officer, employee or
agent of the Corporation, as the case may be, against reasonable
expense incurred by him in connection with the proceeding.
Section 6. Expenses incurred by a director, officer, employee,
or agent in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding, as
authorized in the manner provided in this Article, upon receipt
of a written undertaking by or on behalf of such person to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in
this Article.
Section 7. (a) Indemnification under Paragraph 2 of this
Article shall be made by the corporation unless a court of
competent jurisdiction makes a determination such that
indemnification of the director or officer is not proper
in the circumstances because he has not satisfied the terms
set forth in Paragraph 2.
(b) Indemnification under Paragraph 3 of this Article (unless
ordered by a court) shall be made by the Corporation only upon a
determination, made in compliance with Paragraph 4 of this
Article that the agent or employee is entitled to such
indemnification because he has satisfied the terms set
forth in Paragraph 3. A determination shall be made promptly
upon the written request of the person demanding indemnification.
(c) Expenses shall be advanced by the Corporation to a director
or officer upon a determination that such person is an Indemnified
Person as defined in Paragraph 2 of this Article and has satisfied
the terms set forth in Paragraph 6 of this Article.
(d) Advancement of expenses to an employee or agent (unless
ordered by a court) may be made upon a determination that the
employee or agent has satisfied the terms of Paragraphs 3, and
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity or advancement of expenses.
Section 8. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
Section 9. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee, agent (or similar capacity) of
another corporation, partnership, joint venture, trust employee
benefit plan or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under
the provisions of this Article.
