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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2000
Commission File Number 0-15582
MINUTEMAN INTERNATIONAL, INC.
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(Exact Name of Registrant, as Specified in its Charter)
ILLINOIS 36-2262931
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(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
111 SOUTH ROHLWING ROAD, ADDISON, IL 60101
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (630) 627-6900
No Change
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(Former Name, Address, or Fiscal Year, if Changed Since Last Reports)
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 Exchange Act of 1934, during the preceding 12 months,
and
(2) has been subject to such filing requirements for the past 90 days.
Yes XXXX No
-------------------- --------------------
On March 31, 2000, there were 3,568,385 shares of the Registrant's Common Stock
outstanding.
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CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 and DECEMBER 31, 1999
(in thousands of dollars)
Unaudited Audited
3/31/00 12/31/99
--------- --------
ASSETS
CURRENT ASSETS:
Cash & cash equivalents .......................... $ 481 $ 322
Short-term investments ............................ 2,238 3,332
Accounts receivable, less allowances of
$539 in 2000 and $469 in 1999 .................... 18,910 14,935
Due from affiliates ............................... 570 354
Inventories ....................................... 19,057 18,527
Prepaid expenses .................................. 170 228
Refundable income taxes ........................... 267
Deferred income taxes ............................. 420 420
-------- --------
Total current assets ......................... 41,846 38,385
PROPERTY, PLANT AND EQUIPMENT, at cost ................. 22,553 22,406
Accumulated depreciation ............................... 13,499 12,993
-------- --------
Net property, plant and equipment ............ 9,054 9,413
INTANGIBLE ASSETS-net of amortization of
$521 in 2000 and $442 in 1999 ......................... 5,746 5,825
-------- --------
$ 56,646 $ 53,623
======== ========
LIABILITIES AND SHAREHOLDERS'EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt .............. $ 1,500 $ 1,500
Accounts payable .................................. 4,472 3,359
Accrued expenses .................................. 3,909 3,235
Income taxes payable .............................. 569
-------- --------
Total current liabilities .................... 10,450 8,094
LONG-TERM DEBT ......................................... 12,000 12,000
DEFERRED INCOME TAXES .................................. 265 265
SHAREHOLDERS' EQUITY
Common stock, no-par value
Authorized shares-10,000,000
Issued and outstanding shares-
3,568,385 in 2000 and 1999 ........................ 6,396 6,396
Retained earnings ................................. 27,729 27,060
Cumulative foreign currency translation adjustments (194) (192)
-------- --------
Total shareholders' equity ................... 33,931 33,264
-------- --------
$ 56,646 $ 53,623
======== ========
See accompanying notes to condensed consolidated financial statements.
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MINUTEMAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars except share and per share data-unaudited)
THREE MONTHS ENDED
--------------------------------
3/31/00 3/31/99
----------- -----------
NET SALES ................................... $ 22,606 $ 19,119
COST OF SALES ............................... 15,559 13,437
----------- -----------
Gross profit ........................... 7,047 5,682
OPERATING EXPENSES
Selling ..................................... 4,032 3,351
General and administrative .................. 1,123 871
----------- -----------
Total operating expenses ............... 5,155 4,222
----------- -----------
Income from operations ...................... 1,892 1,460
OTHER INCOME (EXPENSE)
Interest income ........................ 62 7
Interest expense ....................... (212) (216)
Other, net ............................. 9 (7)
----------- -----------
Total other expense ............... (141) (216)
----------- -----------
Income before income taxes ............. 1,751 1,244
PROVISION FOR INCOME TAXES .................. 688 472
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NET INCOME .................................. $ 1,063 $ 772
=========== ===========
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING ......................... 3,568,385 3,568,385
=========== ===========
NET INCOME PER COMMON SHARE-BASIC AND DILUTED $ 0.30 $ 0.22
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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MINUTEMAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars-unaudited0
THREE MONTHS ENDED
-------------------
3/31/00 3/31/99
OPERATING ACTIVITIES
Net income .............................................. $ 1,063 $ 772
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation ....................................... 506 506
Amortization ....................................... 79 79
Other .............................................. (2) 15
Changes in operating assets and liabilities:
Accounts receivable and due from affiliates ........ (4,191) (2,315)
Inventories ........................................ (530) (1,082)
Prepaid expenses and refundable income taxes ....... 325 157
Accounts payable, accrued expenses and
income taxes payable .............................. 2,356 1,582
------- -------
NET CASH USES IN OPERATING ACTIVITIES ......... (394) (286)
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net ......... (147) (442)
Maturities of short-term investments .................... 1,094 1
------- -------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ..... 947 (441)
FINANCING ACTIVITIES
Dividends paid ..................................... (394) (394)
------- -------
NET CASH USED IN FINANCING ACTIVITIES ......... (394) (394)
------- -------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ............................... 159 (1,121)
Cash and cash equivalents at beginning of period ........ 322 1,590
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ............... $ 481 $ 469
======= =======
See accompanying notes to condensed consolidated financial statements.
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MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(1) The Condensed Consolidated Balance Sheets, as of March 31, 2000 and
December 31, 1999, and the Condensed Consolidated Statements of Income and
Cash Flows for the periods ended March 31, 2000 and 1999, in the opinion of
the Company, reflect all adjustments (which, except as noted below, include
only normal recurring adjustments) necessary to present fairly the
financial position, the results of operations and cash flows, as of and for
the periods then ended. Certain information and footnote disclosures
normally included in Financial Statements, prepared in accordance with
generally accepted accounting principles have been condensed or omitted,
pursuant to S.E.C. rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed Financial Statements be
read in conjunction with the Financial Statements and the Notes, thereto,
included in the Company's Annual Report on Form 10-K, for the year-ended
December 31, 1999.
(2) The results of operations for the three month period ended March 31, 2000
and 1999 are not necessarily indicative of the results to be expected for
the full year.
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MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(3) It is the Company's policy to take an annual physical inventory, in
conjunction with the preparation of the Annual Financial Statements. At
times, other than year-end, it is necessary to estimate the breakdown of
raw materials, work-in-process, and finished goods inventories. The
estimate for the period ended March 31, 2000, and the components of the
December 31, 1999 inventories, based on the physical count, both primarily
on a LIFO basis, were as follows:
(000'S) (000'S)
3-31-00 12-31-99
-------- --------
Finished goods $ 7,450 $ 7,760
Work in process 9,590 8,451
Raw materials 4,267 4,403
-------- --------
$ 21,307 $ 20,614
Less LIFO & other reserves (2,250) (2,087)
-------- --------
Total at LIFO cost $ 19,057 $ 18,527
======== ========
4) The Company entered into an unsecured Line of Credit arrangement for
short-term debt with a financial institution, which expires in November,
2000. Under the terms of this agreement the Company may borrow up to $5
million on terms mutually agreeable to the Company and financial
institution. There are no requirements for compensating balances or
restrictions of any kind involved in this arrangement.
5) Comprehensive income for the First Quarter ended March 31, 2000 increased
to $1,061,000 from $787,000 in the First Quarter, 1999.
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MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
MARCH 31, 2000
RESULTS OF OPERATIONS:
The company achieved record sales for the First Quarter, 2000 representing an
increase of 18.2% over the same period a year ago. The record net sales for any
quarter of $22,606,000, fueled by a strong domestic dealer demand, included
increases across most product lines and favorable responses to our product
introductions.
Gross profit increased $1,365,000 or 24.0% over the same quarter in 1999 due to
the higher sales volume, as well as the positive effects of a price increase
implemented in the first quarter of 2000. Cost containment additionally
contributed to an increase in gross profit percentage as a percent of sales.
Operating profits for the current quarter were up 29.6% over the same quarter in
1999. Operating expenses for the first three months of 2000 were $5,155,000 as
compared to $4,222,000 for the same period in 1999 mainly due to increased
personnel and promotional costs.
Net Income for the First Quarter ended March 31, 2000 increased 37.7% to
$1,063,000 or 30 cents per share, up from $772,000 or 22 cents per share in the
First Quarter, 1999.
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MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)
MARCH 31, 2000
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION:
The company had working capital of $31.4 million at March 31, 2000 and $30.3
million at December 31, 1999. This represents a current ratio of 4.0 and 4.7 for
these periods, respectively.
Cash, cash equivalents, and short-term investments represented 8.7% and 12.1% of
this working capital at March 31, 2000 and December 31, 1999 which, when not in
use, is invested in bank certificates of deposit and Euro dollar certificate
investments. This decrease is due primarily to significantly higher sales during
the first quarter of 2000.
The company had shareholders' equity of $33.9 million at March 31, 2000 and
$33.3 million at December 31, 1999 which, when compared to total liabilities,
represented an equity to liability ratio of 1.5 and 1.6, respectively.
The Company has more than sufficient capital resources and is in a strong
financial position to meet business and liquidity needs as they arise. The
Company foresees no unusual future events that will materially change the
aforementioned summarization.
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MINUTEMAN INTERNATIONAL, INC.
AND SUBSIDIARIES
PART II - OTHER INFORMATION
MARCH 31, 2000
(4) Submission of Matters to a Vote of Security Holders:
No matters were submitted to vote of security holders during the Quarter
ended March 31, 2000.
ITEM 6 - Exhibits and reports on Form 8-K
ITEM 6(a): The By Laws and amendments thereto are included as Exhibits
pursuant to item 601 (b)(3)(ii) of Regulation S-K
ITEM 6(b):
A Form 8-K was not filed for the Quarter ended March 31, 2000.
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed, on its behalf, by the
undersigned, thereunto duly authorized.
MINUTEMAN INTERNATIONAL, INC.
/s/ Jerome E. Rau May 4, 2000
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Jerome E. Rau Date
Chairman of the Board and Director
(Principal Executive Officer)
/s/ Thomas J. Nolan May 4, 2000
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Thomas J. Nolan Date
Chief Financial Officer,
Secretary & Treasurer
(Principal Financial Officer And
Principal Accounting Officer)
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Item 6(a)
BY-LAWS
OF
MINUTEMAN INTERNATIONAL INC.
ARTICLE I
OFFICES
The principal office of the corporation in the State of Illinois shall be
located in the City of Chicago and County of Cook. The corporation may have such
other offices, either within or without the State of Illinois, as the business
of the corporation may require from time to time.
The registered office of the corporation required by The Business
Corporation Act to be maintained in the State of Illinois may be, but need not
be, identical with the principal office in the State of Illinois, and the
address of the registered office may be changed from time to time by the board
of directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the last Friday in December each year, beginning with the year 1951, at
the hour of 10:00 A.M., for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of directors shall not
be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as conveniently may be.
SECTION 2. SPECIAL MEETINGS. Special meeting of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation.
SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or any special meeting called by the board of directors.
A waiver of notice signed by all shareholders may designate any place, either
within or without the State of Illinois, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Illinois, except as otherwise provided in Section 5 of this article.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place,
day and hour of the meeting and, in case of special meeting, the purpose or
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purposes for which the meeting is called, shall be delivered not less than ten
nor more than forty days before the date of the meeting, either personally or by
mail. By or at the direction of the president, or the secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the records of the corporation, with postage thereon prepaid.
SECTION 5. MEETING TO ALL SHAREHOLDERS. If all of the shareholders shall
meet at any time and place, either within or without the State of Illinois, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.
SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting or shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case forty days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitle to notice of or to vote at a meeting of
shareholders, preceding such meeting. In lieu of closing the stock transfer
books, the board of directors may fix advance a date as the record date for any
such determination of shareholders, such date in any case to be not more than
forty days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting or shareholders, or shareholders entitled to receive
payment or a dividend, that date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
or shareholders.
SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or transfer
book, or a duplicate there of kept in this State, shall be prima facie evidence
as to who are the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.
SECTION 8. QUORUM. A majority of the outstanding shares of the corporation,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders; provided, that if less than a majority of the outstanding shares
are represented at said meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.
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SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its executive, unless otherwise provided in the
proxy.
SECTION 10. VOTING OF SHARES. Subject to the provisions of Section 12 of
this article, each outstanding share, regardless of class, shall be entitled to
one vote upon each matter submitted to vote at a meeting of shareholder.
SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision as the board of directors of such corporation may
determine.
Shares standing in the name of a deceased person may be voted by him
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name or a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 12. CUMULATIVE VOTING. In all elections for directors, every
shareholder shall have the right to vote, in person or by proxy, the number of
shares owned by him, for as many persons as there are directors to be elected,
or to cumulate said shares, and give one candidate as many votes as the number
of directors multiplied by the number of his shares shall equal, or to
distribute them on the same principle among as many candidates as he shall see
fit.
SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
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SECTION 14. VOTING BY BALLOT. Voting on any questions or for any election
may be viva voce unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be three, each director shall hold office until the next
annual meeting of shareholders or until his successor shall have been elected
and qualified. Directors need not be residents of Illinois or shareholders of
the corporation.
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this by-law, immediately after, and at
the same place as, the annual meeting of shareholders. The board of directors
may provide, by resolution, the time and place, either within or without the
State of Illinois, for the holding of additional regular meetings without other
notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the board of directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least 3
days previously thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver or notice or such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. 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.
SECTION 6. QUORUM. A majority of the board of directors shall constitute a
quorum for transaction of business at any meeting of the board of directors,
provided, that if less than a majority of the directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
<PAGE> 5
SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.
SECTION 9. COMPENSATION. By resolution of the board of directors, the
directors may be paid their expenses, if any, or attendance at each meeting of
the board, and may be paid a fixed sum for attendance at meetings or a stated
salary as directors. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation thereof.
SECTION 10. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a president,
one or more vice-presidents (the number thereof to be determined by the board of
directors), a treasurer, and a secretary, and such assistant treasurers,
assistant secretaries, or other officers as may be elected or appointed 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. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until be shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgement
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, or the person so
removed.
SECTION 4. VACANCIES. A vacancy in an office because of death, resignation,
removal, disqualification or otherwise, may be filled by the board of directors
for the unexpired portion of the term.
SECTION 5. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall in general supervise and control all of the
business and affairs of the corporation. He shall preside at all meetings of the
shareholders and of the
<PAGE> 6
board of directors. He may sign, with the secretary or any other proper officer
of the corporation thereunto authorized by the board of directors, certificates
for shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the board of directors from time to time.
SECTION 6. THE VICE-PRESIDENTS. In the absence of the president or in the
event of his inability or refusal to act, the vice-president (or in the event
there be more than one vice-president, the vice-presidents in the order
designated or in the absence of any designation, then in the order or their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation, and shall perform such
other duties as from time to time may be assigned to him by the board of
directors.
SECTION 7. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Articles
V of these by-laws; (b) in general perform all the duties incident to the office
of treasurer and such other duties as from time to time may be assigned to him
by the president or by the board of directors.
SECTION 8. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and the seal of the corporation and see that the seal of
the corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of these by-laws; (d) keep a register of the post-office address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
sign with the president, or a vice-president, certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
board of directors; (f) have general charge of the stock transfer books of the
corporation; (g) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required by the board of directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution
<PAGE> 7
of the board of directors. The assistant treasurer and assistant secretaries, in
general shall perform such duties as shall be assigned to them by the treasurer
or the secretary, respectively, or by the president or the board of directors.
SECTION 10. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V
CONTRACT, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited form time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and shall be
sealed with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the corporation as the board of directors may prescribe.
SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be made only on the books of the corporation by the holder of record
<PAGE> 8
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the corporation shall be deemed the
owner thereof for all purposes as regards the corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
in each year and end on the last day of December in each year.
ARTICLE VIII
DIVIDENDS
The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.
ARTICLE IX
SEAL
The board of directors shall provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the corporation
and the words, "Corporate Seal, Illinois."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these by-laws or under the provisions of the articles of incorporation or
under the provisions or The Business Corporation Act of the State of Illinois, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted at any meeting of the board of directors of the corporation by a
majority vote of the directors present at the meeting.
<PAGE> 9
AMENDMENT TO BY LAWS
ARTICLE TWO- SECTION 12, CUMULATIVE VOTING, was eliminated by shareholder
and Board of Director approval pursuant to Articles of Amendment to Articles of
Incorporation dated February 10, 1987, duly filed with the Illinois Secretary of
State.
ARTICLE TWO- SHAREHOLDERS- SECTION 8. QUORUM, was amended by the Board of
Directors on September 12, 1988, to define a quorum as not less than 33 1/3% of
the outstanding shares of common stock in compliance with the NASD requirements
requiring all NASDAQ listed companies, including the Company, to comply with
these new requirements prior to February 1, 1989.
ARTICLE III- DIRECTORS -SECTION 2., NUMBER TENURE AND QUALIFICATIONS, was
amended by the Board of Directors on September 12, 1988, to increase the number
of directors to Five (5) and to require two outside directors in compliance with
the NASD requirements requiring all NASDAQ listed companies, including the
Company, to comply with these new requirements prior to February 1, 1989.
ARTICLE III - DIRECTORS- SECTION 8, VACANCIES, was amended by the Board of
Directors on September 12, 1988, to allow that any vacancy occurring on the
Board of Directors and directorship to be filled by an increase in the number of
directors, may be temporarily filled by election by a majority of the then
existing directors and subject to shareholder ratification at the next annual
meeting; or may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. This amendment to the By Laws
mad made in compliance with the NASD requirements requiring all NASDAQ listed
companies, including the Company, to comply with these new requirements prior to
February 1, 1989.
ARTICLE TWO -SECTION ONE, ANNUAL MEETING, was amended by shareholder
approval on April 21, 1995 to provide that the Annual Meeting occur at any time
prior to May 31st of each year to allow Minuteman International, Inc. greater
flexibility and avoid conflicts with its customer demands.
ARTICLE III- DIRECTORS- SECTION 2., NUMBER, TENURE AND QUALIFICATIONS, was
amended by shareholder approval on April 20, 1999, to increase the number of
directors from five to six.
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