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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RVM INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE [APPLIED FOR]
(State of incorporation or organization) (I.R.S. Employer Identification Number)
P.O. BOX 10002, 861 EAST TALLMADGE, AKRON, OHIO 44310-0002
(Address of Principal executive office) (Zip Code)
Registrant's telephone number, including area code: (330) 630-4528
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
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ITEM 1. GENERAL INFORMATION
(a) Registrant was organized as a corporation under the laws of the State
of Delaware on March 31, 1997.
(b) Registrant's fiscal year ends on March 31.
ITEM 2. TRANSACTION OF SUCCESSION
(a) Registrant is the successor to Ravens Metal Products, Inc., a
corporation organized under the laws of the State of Delaware (the
"Predecessor"), which, until completion of the transaction described in
Item 2(b), below, had its Common Stock, par value $.01 per share,
registered pursuant to Section 12(g) of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) Predecessor has reorganized its operations into a holding company
structure pursuant to Section 251(g) of the Delaware General
Corporation Law (the "Reorganization"). The Reorganization complied in
all respects with the requirements of Section 251(g). Under the
Reorganization, Predecessor became a wholly-owned subsidiary of
Registrant. To effect the Reorganization, Predecessor first caused
Registrant to be incorporated as a wholly-owned Delaware subsidiary of
Predecessor and then Ravens, Inc. ("Ravens") to be incorporated as a
wholly-owned Delaware subsidiary of Registrant.
Pursuant to that certain Agreement and Plan of Reorganization dated
March 24, 1997, among Predecessor, Registrant and Ravens (the
"Agreement"), Predecessor merged with Ravens (the "Merger");
Predecessor was the surviving corporation in the Merger, but adopted
the name Ravens, Inc. At the effective time of the Merger:
(i) Each share of Common Stock of Predecessor (the "Predecessor
Common Stock") issued and outstanding immediately prior to the
Merger was converted into one share of Common Stock of
Registrant (the "Registrant Common Stock"), having the same
designations, rights, powers and preferences, and
qualifications, limitations and restrictions thereof, as the
shares of Predecessor Common Stock so converted.
(ii) Each share of Predecessor Common Stock or preferred stock
issued but held by Predecessor in its treasury immediately
prior to the Merger was contributed to the capital of
Registrant and converted into one share of Registrant Common
Stock or preferred stock, respectively, and is held in
Registrant's treasury.
(iii) Each share of the capital stock of Registrant held by
Predecessor immediately prior to the Merger was
contributed by Predecessor to Registrant, where it is
held as treasury stock.
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The Reorganization was effected by action of the Board of Directors of
each constituent corporation (Predecessor, Registrant and Ravens),
without a vote of shareholders of any of the corporations, as permitted
by Section 251(g) of the Delaware General Corporation Law and the
corporate governance documents of each constituent corporation.
Approval of the shareholders of none of the corporations was either
required or sought. In a reorganization pursuant to Section 251(g),
dissenters' rights of appraisal are not available to any shareholder of
any of these three constituent corporations.
The provisions of the Certificate of Incorporation of Registrant,
including those relating to its authorized capital stock and the
designations, rights, powers, preferences, qualifications, limitations
and restrictions of such capital stock, are identical to those of the
Restated Certificate of Incorporation of Predecessor immediately prior
to the Merger. As a result of the Reorganization, Predecessor's
shareholders received securities of the same class evidencing the same
proportional interests in Registrant, as those previously held by them
in Predecessor. The provisions of the By-Laws of Registrant are
identical to the provisions of the Amended By-Laws of Predecessor in
effect immediately prior to the Merger.
In accordance with Section 251(g) of the Delaware General Corporation
Law, certain changes were effected to the Certificate of Incorporation
of Predecessor, as the surviving corporation in the Merger, to ensure,
among other things, that no action requiring a vote of shareholders of
Predecessor (as the surviving corporation) can be taken without a
corresponding vote of the shareholders of Registrant.
The Board of Directors of Registrant and Predecessor (as the surviving
corporation) are identical to the Board of Directors of Predecessor as
constituted at the time of the Merger. Management of Registrant and
Predecessor (both immediately prior to the Merger and as the surviving
corporation) are substantially identical, except that, while Lowell
Morgan will continue as President of Predecessor (as the surviving
corporation), Richard D. Pollock will serve as President of Registrant.
The capital structure and balance sheet of Registrant immediately after
the Reorganization were substantially the same as those of Predecessor
immediately prior thereto.
The Merger qualifies as a reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended, and, as a result thereof,
the shareholders of Predecessor will not recognize gain or loss for
United States federal income tax purposes.
ITEM 3. SECURITIES TO BE REGISTERED
The Common Stock, par value $.01 per share, of the Registrant is being
registered pursuant hereto (the "Common Stock"). The Registrant's Certificate of
Incorporation authorizes the issuance of 3,000,000 shares of Common Stock, of
which 1,934,255 shares are issued and outstanding and none of which are held in
the Registrant's treasury or otherwise for the account of the Registrant.
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ITEM 4. DESCRIPTION OF CAPITAL STOCK
The information required by this item is incorporated by reference to
Predecessor's registration statement on Form 10 filed with the Securities and
Exchange Commission on September 13, 1965, to register its common stock under
Section 12(g) of the Securities Exchange Act of 1934. That filing references
Predecessor's Class A Common Stock and Class B Common Stock; subsequently,
Predecessor amended its Certificate of Incorporation to eliminate the Class B
Common Stock and rename the Class A Common Stock as Common Stock. The
description of Predecessor's Common Stock, as set forth in that filing, is
comparable to the description of the Common Stock of Registrant, RVM Industries,
Inc., successor to Predecessor as a result of the holding company reorganization
under Section 251(g) of the Delaware General Corporation Law, which was
completed on March 31, 1997.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None are required, since the capital structure and balance sheet of
Registrant immediately after the Reorganization were substantially the
same as those of Predecessor immediately prior thereto.
(b) Exhibits
2 Agreement and Plan of Reorganization among Ravens Metal
Products, Inc., RVM Industries, Inc. and Ravens, Inc.
3.1 Certificate of Incorporation of Registrant
3.2 By-Laws of Registrant
5 Opinion of Brouse & McDowell, a Legal Professional Association
as to the legality of the shares to be registered
21 Subsidiaries of Registrant
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
RVM Industries, Inc.
By /s/ Jacob Pollock
------------------------------------
Chairman and Chief Executive Officer
Date: March 31, 1997
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RAVENS METAL PRODUCTS, INC.
FORM 8-B REGISTRATION STATEMENT
INDEX OF EXHIBITS
2 Agreement and Plan of Reorganization among
Ravens Metal Products, Inc., RVM Industries, Inc.
and Ravens, Inc.
3.1 Certificate of Incorporation of Registrant
3.2 By-Laws of Registrant
5 Opinion of Brouse & McDowell, a Legal Professional
Association as to the legality of the shares to be registered
21 Subsidiaries of Registrant
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RVM INDUSTRIES, INC.
FORM 8-B
MARCH 31, 1997
EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION
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AGREEMENT AND PLAN OF REORGANIZATION
AMONG RAVENS METAL PRODUCTS, INC.,
RVM INDUSTRIES, INC. AND RAVENS, INC.
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of March
24, 1997, is entered into by and among Ravens Metal Products, Inc., a Delaware
corporation (the "Company"), RVM Industries, Inc., a Delaware corporation and a
direct, wholly owned subsidiary of the Company ("RVM"), and Ravens, Inc., a
Delaware corporation and a direct, wholly owned subsidiary of RVM ("Ravens").
RECITALS
A. The Company's authorized capital stock consists of (i)
3,000,000 shares of common stock, par value $.01 per share
("Company Common Stock"), of which 1,934,255 shares are issued
and outstanding and no shares are held in treasury, and (ii)
300,000 shares of preferred stock, without par value, none of
which is currently outstanding.
B. RVM's authorized capital stock consists of (i) 3,000,000
shares of common stock, par value $.01 per share ("RVM Common
Stock"), of which 100 shares are issued and outstanding and no
shares are held in treasury and (ii) 300,000 shares of
preferred stock, without par value, none of which is currently
outstanding.
C. The designations, rights and preferences, qualifications,
limitations and restrictions of the RVM Common Stock are
the same as those of the Company Common Stock.
D. The certificate of incorporation and the by-laws of RVM
immediately after the Effective Time (defined below) will
contain provisions identical to the Restated Certificate of
Incorporation and By-Laws of the Company immediately before
the Effective Time (other than with respect to matters
excepted or required by Section 251(g) of the General
Corporation Law of the State of Delaware (the "DGCL")).
E. The directors of the Company immediately prior to the Merger
(defined below) will be the directors of RVM as of the
Effective Time.
F. RVM and Ravens are newly formed corporations organized solely
for the purpose of effecting the restructuring herein
contemplated.
G. The Company desires to create a new holding company structure
by merging the Company with Ravens (with the Company being the
surviving corporation) and converting each outstanding share
of Company Common Stock into a like number of shares of RVM
Common Stock, all in accordance with the terms and conditions
of this Agreement.
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H. The Boards of Directors of RVM, Ravens and the Company have
approved this Agreement and the merger of the Company with
Ravens upon the terms and subject to the conditions set forth
in this Agreement (the "Merger").
I. Pursuant to authority granted by the Board of Directors of the
Company, the Company will, immediately prior to the Effective
Time of the Merger, contribute to the capital of RVM all the
shares of RVM Common Stock then owned of record and
beneficially by the Company.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained in this Agreement, and intending to be legally bound
hereby, the Company, RVM and Ravens hereby agree as follows:
ARTICLE I
THE MERGER
Section 1.1 The Merger. In accordance with Section 251(g) of the DGCL and
subject to and upon the terms and conditions of this Agreement, the Company
shall, at the Effective Time, be merged with Ravens, the separate corporate
existence of Ravens shall cease and the Company shall continue as the surviving
corporation. The Company, as the surviving corporation after the Merger, is
hereinafter sometimes referred to as the "Surviving Corporation." At the
Effective Time, the effect of the Merger shall be as provided in Section 259 of
the DGCL.
Section 1.2 Effective Time. The Merger shall become effective upon the filing,
after the date hereof and on or before March 31, 1997, of a copy of this
Agreement with the Secretary of State of the State of Delaware (the time of such
filing being referred to herein as the "Effective Time").
Section 1.3 Certificate of Incorporation. From and after the Effective Time,
until thereafter amended as provided by law, the certificate of incorporation
of the Surviving Corporation will be the Certificate of Incorporation of the
Company, as in effect immediately prior to the Effective Time, except for the
following amendments (required or permitted by applicable law) to the
certificate of incorporation of the Surviving Corporation.
(i) Article 1 of the certificate of incorporation of of the Surviving
Corporation will state in its entirety as follows:
"ARTICLE 1
"The name of the corporation (the "Corporation") is Ravens, Inc."
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(ii) Article 5 of the certificate of incorporation of of the Surviving
Corporation will state in its entirety as follows:
"ARTICLE 5
The aggregate number of shares which the Corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock
having a par value of One Penny($.01) per share."
(iii) A new Article 12 of the certificate of incorporation of the Surviving
Corporation will state in its entirety as follows:
"ARTICLE 12
Any act or transaction by or involving the Corporation that requires
for its adoption under the General Corporation Law of the State of
Delaware or its certificate of incorporation the approval of the
stockholders of the Corporation shall, by virtue of this reference to
Section 251(g) of the General Corporation Law of the State of Delaware,
require, in addition, the approval of the stockholders of RVM
Industries, Inc., a Delaware corporation (or any successor by merger),
so long as such corporation or its successor is the ultimate parent,
directly or indirectly, of this Corporation, by the same vote that is
required by the General Corporation Law of the State of Delaware and/or
the certificate of incorporation of this Corporation. For the purposes
of this Article 12, the term "parent" shall mean a corporation that
owns, directly or indirectly, at least a majority of the outstanding
capital stock of this Corporation entitled to vote in the election of
directors of this Corporation without regard to the occurrence of any
contingency."
Section 1.4 By-Laws. From and after the Effective Time, the By-Laws of the
Company, as in effect immediately prior to the Effective Time, shall be the
by-laws of the Surviving Corporation until thereafter amended as provided
therein or by applicable law.
Section 1.5 Directors. The directors of the Company immediately prior to the
Effective Time shall be the initial directors of the Surviving Corporation and
will hold office from the Effective Time until their successors are duly elected
or appointed and qualified in the manner provided in the certificate of
incorporation and the by-laws of the Surviving Corporation or as otherwise
provided by law.
Section 1.6 Officers. The officers of the Company immediately prior to the
Effective Time shall be the initial officers of the Surviving Corporation and
will hold office from the Effective Time until their successors are duly elected
or appointed and qualified in the manner provided in the
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certificate of incorporation and the by-laws of the Surviving Corporation or as
otherwise provided by law.
Section 1.7 Additional Actions. Subject to the terms of this Agreement, the
parties hereto shall take all such reasonable and lawful action as may be
necessary or appropriate in order to effectuate the Merger. If, at any time
after the Effective Time, the Surviving Corporation shall consider or be advised
that any deeds, bills of sale, assignments, assurances or any other actions or
things are necessary or desirable to vest, perfect or confirm, of record or
otherwise, in the Surviving Corporation its right, title or interest in, to or
under any of the rights, properties or assets acquired or to be acquired by the
Surviving Corporation as a result of, or in connection with, the Merger or
otherwise to carry out this Agreement, the officers and directors of the
Surviving Corporation shall be authorized to execute and deliver, in the name
and on behalf of each of Ravens and the Company, all such deeds, bills of sale,
assignments and assurances and to take and do, in the name and on behalf of each
of Ravens and the Company, all such other actions and things as may be necessary
or desirable to vest, perfect or confirm any and all right, title and interest
in, to and under such rights, properties or assets in the Surviving Corporation
or otherwise to carry out this Agreement.
Section 1.8 Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of RVM, the Company or the holder of
any of the following securities:
(a) Each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted
into and thereafter represent one duly issued, fully paid and
nonassessable share of RVM Common Stock.
(b) Each share of the Company's capital stock, if any, whether
preferred or common, issued but held by the Company in its
treasury immediately prior to the Effective Time shall be
converted into and thereafter represent one duly issued, fully
paid and nonassessable share of RVM preferred stock or Common
Stock held by RVM in its treasury.
(c) From and after the Effective Time, holders of certificates
formerly evidencing Company Common Stock shall cease to have
any rights as shareholders of the Company, except as provided
by law; provided, however, that such holders shall have the
rights set forth in Section 1.9 hereof.
Section 1.9 Notice to Shareholders of the Company; Exchange of Certificates. As
soon as practicable after the Effective Time, a notice describing the Merger
will be sent to each holder of Company Common Stock as of the date thereof,
together with instructions for surrendering certificates representing shares of
Company Common Stock in exchange for certificates representing shares of RVM
Common Stock. Until surrendered for exchange, each outstanding certificate that,
immediately prior to the Effective Time, evidenced Company Common Stock shall
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be deemed and treated for all corporate purposes to evidence the ownership of
the number of shares of RVM Common Stock into which such shares of Company
Common Stock were converted pursuant to the provisions of Sections 1.8 (a) and
(b) hereof.
ARTICLE II
ACTIONS TO BE TAKEN IN
CONNECTION WITH THE MERGER
Section 2.1 Company Indebtedness. The Company will continue as the Surviving
Corporation, will retain all its assets, and will continue to be liable for all
its debt ("Company Debt") and other obligations. However, since the Company will
change its name as a result of the Merger, it will, if required by any lender,
execute, acknowledge and deliver any and all instruments and documents required
to confirm the liability of the Surviving Corporation for the Company Debt.
Section 2.2 Stock Plans. In connection with the Merger, the Company will cease
to be a public company, and RVM, from and after the Effective Time, will perform
all obligations of the Company pursuant to any stock option or other stock plan
of the Company ("Stock Plans").
Section 2.3 Reservation of Shares. As soon as practicable after the Effective
Time, RVM will reserve sufficient shares of RVM Common Stock to provide for the
issuance of RVM Common Stock upon exercise of options outstanding under the
Stock Plans.
ARTICLE III
CONDITIONS OF MERGER
Section 3.1 Conditions Precedent. The obligations of the parties to this
Agreement to consummate the Merger and the transactions contemplated by this
Agreement shall be subject to fulfillment or waiver by the parties of the
condition that, at the Effective Time, no order, statute, rule, regulation,
executive order, injunction, stay, decree, judgment or restraining order shall
have been enacted, entered, promulgated or enforced by any court or governmental
or regulatory authority or instrumentality which prohibits or makes illegal the
consummation of the Merger or the transactions contemplated hereby.
ARTICLE IV
COVENANTS
Section 4.1 Election of Directors. Immediately prior to the Effective Time, the
Company, in its capacity as the sole stockholder of RVM, will elect each person
who is then a member of the board of directors of the Company as a member of the
board of directors of RVM, each of whom
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shall serve until the first annual meeting of shareholders of RVM to be held
following the expiration of his term, and until his successor shall have been
elected and qualified.
Section 4.2 Employee Benefit Plans. From and after the Effective Time, the
Surviving Corporation and RVM will take or cause to be taken all further
actions, if any, necessary or desirable in order for RVM to assume (or become a
participating employer in) each employee benefit plan and agreement of the
Company, or to adopt comparable plans, all to the extent deemed appropriate by
the Surviving Corporation and RVM and permitted under applicable law.
Section 4.3 Contribution of Treasury Stock. At the Effective Time, the Company
will contribute to the capital of RVM all the Company Common Stock then held in
the treasury of the Company.
Section 4.4 Contribution of Outstanding RVM Stock. Immediately prior to the
Effective Time, the Company will contribute to the capital of RVM all shares of
RVM Common Stock then outstanding and owned of record and beneficially by the
Company.
ARTICLE V
TERMINATION AND AMENDMENT
Section 5.1 Termination. This Agreement may be terminated and the Merger
contemplated hereby may be abandoned at any time prior to the Effective Time by
action of the Board of Directors of the Company, RVM or Ravens if it should
determine that for any reason the completion of the transactions provided for
herein would be inadvisable or not in the best interest of such corporation or
its stockholders. In the event of such termination and abandonment, this
Agreement shall become void and neither the Company, RVM or Ravens nor their
respective stockholders, directors or officers shall have any liability with
respect to such termination and abandonment.
Section 5.2 Amendment. This Agreement may be supplemented, amended or modified
by the mutual consent of the Boards of Directors of the parties to this
Agreement.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1 Governing Law. Except with respect to matters contained herein
governed by the DGCL, this Agreement has been executed and delivered in the
State of Ohio and shall be governed by and construed and enforced under the laws
of the State of Ohio, regardless of the laws that might otherwise govern under
applicable Ohio principles of conflicts of law.
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Section 6.2 Counterparts. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.
Section 6.3 Entire Agreement. This Agreement, including the documents and
instruments referred to herein, constitutes the entire agreement and supersedes
all other prior agreements and undertakings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.
IN WITNESS WHEREOF, RVM, Ravens and the Company have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
RAVENS METAL PRODUCTS, INC.
By /s/ Jacob Pollock
--------------------------------------
Chairman and Chief Executive Officer
RVM INDUSTRIES, INC.
By /s/ Jacob Pollock
--------------------------------------
Chairman and Chief Executive Officer
RAVENS, INC.
By /s/ Jacob Pollock
--------------------------------------
Chairman and Chief Executive Officer
7
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I, Nicholas T. George, Secretary of Ravens Metal Products, Inc., do hereby
certify that the Board of Directors of Ravens Metal Products, Inc. approved and
adopted this Agreement at a meeting duly called for the purpose on March 24,
1997 pursuant to Section 251(g) of the Delaware General Corporation Law and that
the conditions specified in the first sentence of said Section 251(g) have been
satisfied.
/s/ Nicholas T. George
----------------------
Nicholas T. George
Secretary
I, Nicholas T. George, Secretary of RVM Industries, Inc., do hereby certify that
the Board of Directors of RVM Industries, Inc. approved and adopted this
Agreement at a meeting duly called for the purpose on March 24, 1997 pursuant to
Section 251(g) of the Delaware General Corporation Law and that the conditions
specified in the first sentence of said Section 251(g) have been satisfied.
/s/ Nicholas T. George
----------------------
Nicholas T. George
Secretary
I, Nicholas T. George, Secretary of Ravens, Inc., do hereby certify that the
Board of Directors of Ravens, Inc. approved and adopted this Agreement at a
meeting duly called for the purpose on March 24, 1997 pursuant to Section 251(g)
of the Delaware General Corporation Law and that the conditions specified in the
first sentence of said Section 251(g) have been satisfied.
/s/ Nicholas T. George
----------------------
Nicholas T. George
Secretary
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RVM INDUSTRIES, INC.
FORM 8-B
MARCH 31, 1997
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
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CERTIFICATE OF INCORPORATION
OF RVM INDUSTRIES, INC.
ARTICLE 1
The name of the corporation (the "Corporation") is RVM Industries, Inc.
ARTICLE 2
The address of the registered office in Delaware of the Corporation is
1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name and
address of the registered agent of the Corporation are The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801.
ARTICLE 3
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE 4
The Corporation may have and maintain offices at such places within and
without Delaware as the Board of Directors of the Corporation may determine from
time to time.
ARTICLE 5
The aggregate number of shares which the Corporation shall have
authority to issue is Three Million Three Hundred Thousand (3,300,000) shares,
of which Three Million (3,000,000) shares shall be Common Stock having a par
value of One Penny ($.01) per share, and Three Hundred Thousand (300,000) shares
shall be Preferred Stock having a par value of One Penny ($.01) per share.
The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law and the provisions of this Article, to provide for
the issuance of shares of Preferred stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
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The authority of the Board of Directors with respect to each series
shall include all rights conferred by the General Corporation Law upon
directors, including, but not limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights or priorities, if any, of
payment of dividends on shares of that series;
(c) Whether the shares of that series shall have voting rights in
addition to the voting rights provided by law, and, if so, the
terms of such voting rights;
(d) Whether the shares of that series shall have conversion
privileges, and, if so, the terms and conditions of such
privileges, including provision for adjustment of conversion
rate(s) in relation to such events as the Board of Directors
shall determine;
(e) Whether the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable,
and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different
redemption dates;
(f) Whether there shall be a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, and the relative rights of priority, if
any, of payment of shares of that series; and
(h) Any other relative rights, preferences and limitations of that
series now or hereafter permitted by law.
Dividends declared on outstanding shares of Preferred Stock shall be
set apart for payment or paid before any dividend shall be declared or set apart
for payment or paid on the Common Stock with respect to the same dividend
period.
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If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.
ARTICLE 6
One-third of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders. If voting by
classes is required, this provision shall apply with respect to each such class.
ARTICLE 7
In addition to the powers conferred under the General Corporation Law,
the Board of Directors of the Corporation shall have power to adopt, amend, or
repeal the by-laws of the Corporation, subject to the right of the stockholders
of the Corporation entitled to vote with respect thereto to amend and repeal
by-laws adopted by the Board of Directors.
ARTICLE 8
The election of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.
ARTICLE 9
Notwithstanding any other provision of this Certificate of
Incorporation or the by-laws of the Corporation (subject to this Article and in
addition to any other vote that may be required by law, this Certificate of
Incorporation or the by-laws of the Corporation), the affirmative vote of the
holders of at least two-thirds of the outstanding shares of the stock of the
Corporation entitled to vote shall be required (i) to amend, alter or repeal any
provision of this Certificate of Incorporation; (ii) to amend, alter or repeal
any by-law of the Corporation at any meeting of shareholders; (iii) for the
merger or consolidation of the Corporation with or into any other corporation or
business entity; (iv) for the sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of related transactions) of
all or substantially all of the assets of the Corporation; and (v) for the
voluntary dissolution or liquidation of the Corporation; provided, however, that
the foregoing requirement shall not apply if the Board of Directors of the
Corporation has approved or consented to such amendment, merger, consolidation,
sale or other disposition of assets, dissolution or liquidation.
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ARTICLE 10
Except as otherwise provided in Section 102(b)(7) of the General
Corporation Law, as amended from time to time, or in any analogous provision of
any successor law, no director of the Corporation shall have personal liability
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
ARTICLE 11
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by law, and all rights conferred herein upon
stockholders and directors are granted subject to this reservation.
ARTICLE 12
The name and address of the incorporator is Nicholas T. George, 3200
West Market Street, Suite 300, Akron, Ohio 44333.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true and,
accordingly, I have hereunto set my hand this 21st day of March 1997.
/s/ Nicholas T. George
----------------------
Nicholas T. George
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<PAGE> 1
RVM INDUSTRIES, INC.
FORM 8-B
MARCH 31, 1997
EXHIBIT 3.2
BY-LAWS
<PAGE> 2
BY-LAWS
OF
RVM INDUSTRIES, INC.
ARTICLE 1
Stockholders
SECTION 1.01. PLACE OF MEETINGS. Every meeting of the stockholders shall be held
at such place within or without the State of Delaware as shall be specified or
fixed in the notice of such meeting or in the waiver of notice thereof.
SECTION 1.02. ANNUAL MEETING. An annual meeting of stockholders shall be held
for the election of directors at such date, time and place, either within or
without the State of Delaware, as may be designated by resolution of the Board
of Directors from time to time.
At an annual meeting of the stockholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before an annual meeting business must be (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered or mailed to and received at the
principal executive offices of the Corporation, not less than forty days nor
more than sixty days prior to the meeting; provided, however, that in the event
that less than sixty days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned hy the
stockholder, and (d) any material interest of the stockholder in such business.
<PAGE> 3
Notwithstanding anything in the By-Laws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this Section 1.02. If the chairman of the annual meeting determines
that business was not properly brought before the meeting and in accordance with
the provisions of this Section 1.02, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.
SECTION 1.03. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the President, or by the Board of Directors, and the President or the
Secretary shall call a special meeting of Stockholders on the written request of
holders of fifty percent (50%) or more of the shares of stock of the Corporation
entitled to vote in the election of directors, which written request shall state
the purpose or purposes of such meeting
SECTION 1.04. NOTICE OF MEETINGS--WAIVER. Written notice stating the place, day,
and hour of the meeting, and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, Secretary, or such other officer
or person authorized to call the meeting, to each registered holder 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 registered holder at
his address as it appears on the stock transfer books of the Corporation, with
postage on it prepaid. Attendance at a meeting shall constitute a waiver of
notice of the meeting, except when the person attends a meeting for the express
and sole purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened. Waiver
by a stockholder in writing of a notice of stockholders meeting shall be
equivalent to the giving of such notice. Business transacted at any special
meeting of stockholders shall be limited to the purposes set forth in the
notice.
SECTION 1.05. QUORUM. A quorum at a meeting of stockholders shall consist of
the number of shares as provided by the Certificate of Incorporation. The
stockholders present at a duly organized meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum. If, however, such quorum shall not be present at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person, shall have the power to adjourn the meeting from time to time,
without notice other than the announcement at the meeting, until a quorum shall
be present. At such adjourned meeting, at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
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SECTION 1.06. FIXING RECORD DATE. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a date as the record date for any such determination of
stockholders. Such date shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. If no such record date is fixed:
(i) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and
(ii) The record date for determining stockholders for any purpose other
than that specified in (i) above shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating
thereto.
When a determination of stockholders entitled to notice of or to vote
at any meeting of stockholders has been made a) provided in this Section such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjourned meeting.
SECTION 1.07. LIST O(POUND) STOCKHOLDERS. The Secretary shall prepare and make,
or cause to be prepared and made, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
SECTION 1.08 PROXIES A stockholder may vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact.
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<PAGE> 5
ARTICLE 2
The Board of Directors
SECTION 2.01. POWERS, NUMBER AND QUALIFICATIONS. The business and affairs of
the Corporation shall be managed by the Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders, and
which may adopt such rules and regulations not inconsistent with the Certificate
of Incorporation or these By-Laws or applicable laws as it may deem proper for
the conduct of its meetings and the management of the Corporation. The Board of
Directors shall determine the number of directors of the Board, provided,
however, that in no event shall the Board of Directors consist of less than
three nor more than nine members, who need not be stockholders, and further
provided, however, that the number of directors shall not be reduced so as to
shorten the term of any director at the time in office. The chairman of the
board shall be the director elected by a majority of the other directors at the
annual meeting of the directors. The chairman shall preside at all meetings of
the stockholders and directors.
SECTION 2.02. ELECTION. Directors shall be elected at the annual meeting of
stockholders. Each director elected shall hold office until his successor is
elected and qualified or until his earlier death, resignation or removal.
SECTION 2.03. CLASSIFICATION OF DIRECTORS. The Board of Directors shall be
divided into three classes, as nearly equal in number as the then total number
of directors constituting the entire Board permits with the term of office of
one class expiring each year. At the annual meeting of stockholders in 1986,
directors of the first class shall be elected to hold office for a term expiring
at the next succeeding annual meeting, directors of the second class shall be
elected to hold office for a term expiring at the second succeeding annual
meeting and directors of the third class shall be elected to hold office for a
term expiring at the third succeeding annual meeting, and at each annual
election held after such classification and election, directors of the class
whose terms expire at that time shall be chosen for a three year term to succeed
those whose terms expire. If the classes are uneven in number, the third class
shall have one less, or one more, as the case may be, than the first and second
classes.
SECTION 2.04. VACANCIES. Any vacancy occurring in the Board of Directors may be
filed by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected or appointed to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office provided that any appointment of a director to fill a directorship
created by an increase in the number of directors shall continue only until the
next election of directors by stockholder.
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<PAGE> 6
SECTION 2.05. PLACE OF MEETINGS. Meetings of the Board of Directors, annual,
regular or special, may be held either within or without the State of Delaware.
Members of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this by-law shall constitute presence in person at such meeting.
SECTION 2.06. ANNUAL MEETINGS. The Board of Directors shall meet each year
immediately following the annual meeting of the stockholders at such time as may
be practicable for the purpose of organization, election of officers, and
consideration of any other business that may be considered properly by the Board
at the meeting. The annual meeting of the Board of Directors may be held at any
other time and place specified in a notice given as provided in Section 2.07 of
these By-Laws for special meetings of the Board of Directors or in a waiver of
notice thereof.
SECTION 2.07. SPECIAL MEETINGS. Upon the call of the chairman of the Corporation
at any place within or without the State of Delaware, special meetings of the
Board of Directors may be held upon notice by letter, telegram, cable, telecopy,
or other facsimile transmission . Notice of each special meeting of the Board,
i(pound) mailed, shall be addressed to each director at the address designated
by him for that purpose or, if none is designated, at his last known address at
least three days before the date on which the meeting is to be held, or such
notice shall be sent to each director at such address by telegram, cable,
telecopy or other facsimile transmission, or be delivered to him personally, not
later than two days before the date on which such meeting is to be held. Notice
of any meeting of the Board of Directors may be waived in writing signed by the
person or persons entitled to the notice, whether before or after the time of
the meeting. Attendance at a meeting shall constitute a waiver of notice of the
meeting, except when the person attends a meeting for the express and sole
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened. Except to the
extent required by law, neither the business to be transacted at, nor the
purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of the meeting.
SECTION 2.08. QUORUM. A majority of the number of directors fixed by the By-Laws
shall constitute quorum for the transaction of business. 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 unless the act of a greater number is required by
statute, the Certificate of Incorporation, or the By-Laws. Any action that may
be taken at a meeting of the directors or of a committee, may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
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<PAGE> 7
SECTION 2.09. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may appoint unanimously another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authorities of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting
any agreement of merger or consolidation, recommending to the stockholders the
sale, lease, or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the By-Laws of the
Corporation; and unless the resolution designating it expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
SECTION 2.10. COMPENSATION. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors and/or a stated salary
for acting as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE 3
The Officers
SECTION 3.01. OFFICERS. The Officers of the Corporation shall consist of a Chief
Executive Officer, President, Vice President, Secretary, Treasurer, and such
other Officers and Assistant Officers and agents as may be deemed necessary by
the Board of Directors, each of whom shall be elected or appointed by the Board
of Directors at such time as it may determine. Each of the Officers shall serve
at the pleasure of the Board of Directors for such compensation as may be fixed
by the Board. Any two or more Offices may be held by the same person, except the
Offices of President and Secretary. Officers need not be directors of the
Corporation.
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<PAGE> 8
SECTION 3.02. VACANCIES. Whenever any vacancies shall occur in any office by
death, resignation, increase in the number of offices of the Corporation, or
otherwise, the same may be filled by the Board of Directors, and the officer so
elected shall hold office until his successor is chosen and qualified.
SECTION 3.03(a). CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
active executive management of the operations of the Corporation, subject,
however, to the control of the Board of Directors. The Chief Executive Officer
shall have full authority to execute powers of attorney appointing other
corporations, partnerships, or individuals the agent of the Corporation.
SECTION 3.03(b). THE PRESIDENT. The primary duty of the President shall be to
exercise general supervision over the affairs of the Corporation, subject,
however, to the control of the Board of Directors. The President shall perform
such other duties as the By-Laws provide or the Board of Directors may
prescribe.
SECTION 3.04. THE VICE PRESIDENT. A Vice President shall perform all duties
incumbent upon the President during the absence or disability of the President,
and shall perform such other duties as the By-Laws may provide or the Board of
Directors may prescribe.
SECTION 3.05. THE SECRETARY. The Secretary shall attend all meetings of the
stockholders and of the Board of Directors, and shall keep, or cause to be kept
in a book provided for the purpose, a true and complete record of the
proceedings of these meetings. He shall be custodian of the records and the seal
of the Corporation and see that the seal is affixed to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized. He shall attend to the giving of all notices and shall perform such
other duties as the By-Laws may provide or the Board of Directors may prescribe.
SECTION 3.06. THE TREASURER. The Treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the Corporation. He shall be the legal custodian of all moneys, notes,
securities, and other valuables that may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board of Directors, and shall keep this bank account in the
name of the corporation. He shall furnish at meetings of the Board of Directors,
or whenever requested, a statement of the financial condition of the
Corporation, and shall perform such other duties as the By-Laws may provide or
the Board of Directors may prescribe.
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<PAGE> 9
SECTION 3.07. TRANSFER OF AUTHORITY. In case of the absence of any officer of
the Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may transfer the powers or duties of that
officer to any other officer or to any director or employee of the Corporation,
provided a majority of the full Board of Directors concurs.
ARTICLE 4
Capital Stock
SECTION 4.01. CERTIFICATES REPRESENTING SHARES. Each holder of the Capital Stock
of the Corporation shall be entitled to a certificate signed by the Chairman or
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation, and
sealed with the seal of the Corporation or a facsimile thereof certifying the
number of shares owned by him in the Corporation. Any or all of the signatures
on the certificate may be a facsimile. In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such Officer at the date of
its issue.
SECTION 4.02. TRANSFER OF SHARES. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Canceled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation or
a person authorized by any of them.
A person in whose name shares of capital stock are registered on the books of
the Corporation shall be deemed the owner thereof to receive dividends, to vote
as such owner and for all other purposes as respects the Corporation. The
Corporation shall be entitled to recognize the exclusive right of a person
registered in its books as the owner of .shares to receive dividends, and to
vote as such owner, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
No transfer of shares of capital stock shall be valid as against the
Corporation, its stockholders and creditors for any purpose, except to render
the transferee liable for the debts of the Corporation to the extent provided by
law, until such transfer shall have been entered on the books of the Corporation
by an entry showing from and to whom transferred.
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<PAGE> 10
SECTION 4.03. LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner o(pound) the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and give the Corporation and
its transfer agents and registrars, or such of them as the Board may require, a
bond in such form in such sums and with such surety or sureties as the Board may
direct, to indemnify the Corporation and its transfer agents and registrars
against any claim that may be made against any of them on account of the
continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
ARTICLE 5
Corporate Seal and Fiscal Year
SECTION 5.01. SEAL. The seal of the Corporation shall be circular in form and
mounted upon a metal die, suitable for impressing the same upon paper. About the
upper periphery of the seal shall appear the words "Ravens Metal Products, Inc."
and about the lower periphery of it the word "Delaware". In the center of the
seal shall appear the words "Corporate Seal" and "1986".
SECTION 5.02. FISCAL YEAR. The fiscal year of the corporation shall begin on the
first day of April in each year and end on the last day of March in the
following year.
ARTICLE 6
Special Corporate Acts
Negotiable Instruments, Deeds and Contracts
All checks, drafts, notes, bonds, bills of exchange, and orders for the
payment of money of the Corporation; all deeds, mortgages, and other written
contracts and agreements to which the Corporation shall be a party; and all
assignments or endorsements of stock certificates, registered bonds, or other
securities owned by the Corporation, shall, unless otherwise directed by the
Board of Directors, or unless otherwise required by law, be signed by the Chief
Executive Officer or the President or by any two of the following officers who
are different persons: Vice President, Secretary, Chief Financial Officer, or
Treasurer. The Board of Directors may, however, authorize any one of such
officers to sign any of such instruments, for and on behalf of the Corporation,
without necessity of
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<PAGE> 11
countersignature; may designate officers or employees of the Corporation, other
than those named above, who may, in the name of the Corporation, sign such
instruments; and may authorize the use of facsimile signatures of any of such
persons. Any shares of stock issued by any other corporation and owned or
controlled by the Corporation may be voted at any stockholders' meeting of the
other corporation by the Chief Executive Officer of the Corporation, if he be
present; or, in his absence, by the President or any Vice President of the
Corporation who may be present; and, in the event the Chief Executive Officer,
the President, and Vice President shall be absent, then by such person as the
Chief Executive Officer of the Corporation shall, by duly executed proxy,
designate to represent the Corporation at such stockholders' meeting.
ARTICLE 7
Amendments
Except as provided in the Certificate of Incorporation, the power to
alter, amend, or repeal the By-Laws, or to adopt new By-Laws is vested in the
Board of Directors, subject to repeal or change by action of the stockholders.
The By-Laws may contain any provisions for the regulation and management of the
affairs of the Corporation not prohibited by law or the Certificate of
Incorporation.
ARTICLE 8
Indemnification
SECTION 8.01. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceedings, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or an officer of the Corporation, 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 to the fullest extent and in the manner set forth in and permitted by
the General Corporation Law, and any other applicable law, as from time to time
in effect. Such right of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled apart from the
foregoing provisions. The foregoing provisions of this Section 8.1 shall be
deemed to be contract between the Corporation and each director and officer who
serves in such capacity at any time while this ARTICLE 8 and the relevant
provisions of the General Corporation Law and other applicable law, if any, are
in effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.
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<PAGE> 12
SECTION 8.02. INDEMNIFICATION OF OTHER PERSONS. The Corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was an employee or agent of the Corporation as a director, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise, 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 to the extent and in the manner set forth
in and permitted by the General Corporation Law, and any other applicable law,
as from time to time in effect. Such right of indemnification shall not be
deemed exclusive of any other rights to which any such person may be entitled
apart from the foregoing provisions.
ARTICLE 9
Books and Records
SECTION 9.01. BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
stockholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate of Incorporation or at the
office of the transfer agent or registrar of the Corporation, a record
containing the names and addresses of all stockholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record thereof.
SECTION 9.02. FORM OF RECORDS. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
SECTION 9.03. INSPECTION OF BOOKS AND RECORDS. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
inspection of the stockholders.
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EXHIBIT 5
March 31, 1997
RVM Industries, Inc.
861 East Tallmadge Avenue
Akron, Ohio 44310-0002
Re: Registration on Form 8-B of the Common Stock
of RVM Industries, Inc.
Gentlemen:
We are acting as counsel to RVM Industries, Inc. (the "Company") in
connection with the registration of its common stock on Form 8-B pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Common Stock").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereon we are of the
opinion that, when the registration statement on Form 8-B filed by the Company
under the Securities Exchange Act of 1934 (the "Exchange Act") to register its
Common Stock thereunder has become effective, the Common Stock will be duly
registered under the Exchange Act, and no further registration thereunder will
be required.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form 8-B being filed by the Company with the
Securities and Exchange Commission to effect registration of the Common Stock
under the Exchange Act. .
Very truly yours,
Brouse & McDowell
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF REGISTRANT
Ravens, Inc., a Delaware corporation
Albex Aluminum, Inc., an Ohio corporation
Signs and Blanks, Inc., an Ohio corporation
