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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - June 19, 1998
U S INDUSTRIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22388 99-0273889
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
54 Stiles Road, Salem, New Hampshire 03079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code-(603) 890-3680
EIF Holdings, Inc.
(Former name or former address, if changed since last report)
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<PAGE>
ITEM 5. OTHER EVENTS
Effective June 22, 1998, EIF Holdings, Inc., a Hawaii
corporation ("EIF"), completed a recapitalization and
reincorporation (collectively, the "Reincorporation"), whereby
the surviving company (or successor registrant) is U S Industrial
Services, Inc., a Delaware corporation ("US Industrial"). US
Industrial has a capitalization of 25,000,000 shares of common
stock, $.01 par value ("US Industrial Common Stock") of which
2,461,820 shares are estimated to be outstanding after the
Reincorporation, and 20,000,000 shares of Preferred Stock, $.01
par value ("US Industrial Preferred Stock"), none of which are
outstanding. Immediately prior to the migration stage of the
Reincorporation, EIF effected a one-for-ten reverse stock split,
which reduced the number of outstanding shares of EIF common
stock, no par value ("EIF Common Stock"), to an estimated
2,461,820 shares, without giving effect to the issuance of shares
which were subject to the Reincorporation. The Reincorporation
was effected by a migratory merger between EIF and US Industrial,
which was a newly-formed, wholly-owned subsidiary of EIF, and
upon the merger the outstanding shares of EIF Common Stock were
exchanged on a one-for-one basis for shares of US Industrial
Common Stock. US Industrial is negotiating with two of its
lenders regarding the conversion of their indebtedness into
shares of US Industrial Preferred Stock.
Upon the Reincorporation US Industrial succeeded to all the
business, properties, assets and liabilities of EIF. The
Reincorporation did not result in any change of management.
Pursuant to Rule 12g-3(f) under the Securities Exchange Act
of 1934, as amended, by reason of the Reincorporation, the US
Industrial Common Stock became registered pursuant to Section
12(g) thereof. The US Industrial Common Stock is traded on the
OTC-Bulletin Board under the symbol "USIS". Letters of
Transmittal are being sent to the former EIF shareholders
requesting that they exchange their EIF stock certificates for US
Industrial stock certificates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1 Certificate of Incorporation for US Industrial,
dated January 8, 1998.
3.2 By-Laws for US Industrial.
3.3 Article of Amendment to Articles of Incorporation
of EIF, dated June 15, 1998, as filed with the
Director of the Department of Commerce and
Consumer Affairs of the State of Hawaii on June
19, 1998.
3.4 Articles of Merger of EIF into US Industrial,
dated June 15, 1998, as filed with the Director of
the Department of Commerce and Consumer Affairs of
the State of Hawaii on June 22, 1998.
3.5 Certificate of Merger of EIF into US Industrial,
dated May 4, 1998, as filed with the Secretary of
State of the State of Delaware on June 22, 1998.
10.1 Agreement and Plan of Merger, dated March 2, 1998,
between EIF and US Industrial.
99.1 Press Release, dated June 24, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
U S INDUSTRIAL SERVICES, INC.
By: /s/ J. Drennan Lowell
-------------------------
Name: J. Drennan Lowell
Title: Vice President, Chief
Financial Officer and
Treasurer
Dated: June 26, 1998
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EXHIBIT INDEX
Exhibit Description
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3.1 Certificate of Incorporation for US Industrial,
dated January 8, 1998.
3.2 By-Laws for US Industrial.
3.3 Article of Amendment to Articles of Incorporation
of EIF, dated June 15, 1998, as filed with the
Director of the Department of Commerce and
Consumer Affairs of the State of Hawaii on June
19, 1998.
3.4 Articles of Merger of EIF into US Industrial,
dated June 15, 1998, as filed with the Director of
the Department of Commerce and Consumer Affairs of
the State of Hawaii on June 22, 1998.
3.5 Certificate of Merger of EIF into US Industrial,
dated May 4, 1998, as filed with the Secretary of
State of the State of Delaware on June 22, 1998.
10.1 Agreement and Plan of Merger, dated March 2, 1998,
between EIF and US Industrial.
99.1 Press Release, dated June 24, 1998.
CERTIFICATE OF INCORPORATION
OF
U S INDUSTRIAL SERVICES, INC.
The undersigned, for the purpose of organizing a
corporation pursuant to the provisions of the General Corporation
Law of the State of Delaware, does make and file this Certificate
of Incorporation and does hereby certify as follows:
FIRST: Name. The name of the corporation is U S
----- ----
Industrial Services, Inc. (hereinafter referred to as the
"Corporation").
SECOND: Registered Office. The registered office of
------ -----------------
the Corporation is to be located in the City of Wilmington,
County of New Castle, in the State of Delaware. The name of its
registered agent is the Corporation Service Company, whose
address is 1013 Centre Road, Wilmington, Delaware 19805.
THIRD: Purpose. 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 the State of
Delaware.
FOURTH: Capital Stock. The total number of shares of
------ -------------
stock which the Corporation shall have authority to issue is
twenty-five million (25,000,000) shares of common stock, $.01 par
value per share (hereinafter referred to as "Common Stock") and
twenty million (20,000,000) shares of preferred stock, $.01 par
value per share (hereinafter referred to as "Preferred Stock").
A. Provisions relating to Preferred Stock. Shares of
--------------------------------------
Preferred Stock may be issued from time to time in series, and
the Board of Directors of the Corporation is hereby authorized,
subject to the limitations provided by law, to establish and
designate one or more series of the Preferred Stock, to fix the
number of shares constituting each series, and to fix the
designations, powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations
or restrictions thereof, of each series and the variations and
the relative rights, preferences and limitations as between
series, and to increase and to decrease the number of shares
constituting each series. The authority of the Board of
Directors of the Corporation with respect to each series shall
include, but shall not be limited to, the authority to determine
the following:
(i) The designation of such series.
(ii) The number of shares initially constituting such
series.
(iii) The increase, and the decrease to a number not
less than the number of the outstanding shares of such series, of
the number of shares constituting such series theretofore fixed.
(iv) The rate or rates, and the conditions upon and the
times at which dividends on the shares of such series shall be
paid, the preference or relation which such dividends shall bear
to the dividends payable on any other class or classes or on any
other series of stock of the Corporation, and whether or not such
dividends shall be cumulative, and, if such dividends shall be
cumulative, the date or dates from and after which they shall
accumulate.
(v) Whether or not the shares of such series shall be
redeemable, and, if such shares shall be redeemable, the terms
and conditions of such redemption, including, but not limited to,
the date or dates upon or after which such shares shall be
redeemable and the amount per share which shall be payable upon
such redemption, which amount may vary under different conditions
and at different redemption dates.
(vi) The rights to which the holders of the shares of
such series shall be entitled upon the voluntary or involuntary
liquidation, dissolution or winding up of, or upon any
distribution of the assets of, the Corporation, which rights may
be different in the case of a voluntary liquidation, dissolution
or winding up than in the case of such an involuntary event.
(vii) Whether or not the shares of such series shall
have voting rights, in addition to the voting rights provided by
law, and, if such shares shall have such voting rights, the terms
and conditions thereof, including, but not limited to, the right
of the holders of such shares to vote as a separate class either
alone or with the holders of shares of one or more other series
of Preferred Stock and the right to have more than one vote per
share.
(viii) Whether or not a sinking fund or a purchase fund
shall be provided for the redemption or purchase of the shares of
such series, and, if such a sinking fund or purchase fund shall
be provided, the terms and conditions thereof.
(ix) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class
or classes or any other series of the same or any other class or
classes of stock of the corporation, and, if provision be made
for conversion or exchange, the terms and conditions of
conversion or exchange, including, but not limited to, any
provision for the adjustment of the conversion or exchange rate
or the conversion or exchange price.
(x) Any other relative rights, preferences and
limitations.
B. Provisions relating to Common Stock.
-----------------------------------
(i) Subject to the preferential dividend rights
applicable to shares of the Preferred Stock, as determined by the
Board of Directors of the Corporation pursuant to the provisions
of part A of this Article FOURTH, the holders of shares of the
Common Stock shall be entitled to receive such dividends as may
be declared by the Board of Directors of the Corporation.
(ii) Subject to the preferential liquidation rights and
except as determined by the Board of Directors of the Corporation
pursuant to the provisions of part A of this Article FOURTH, in
the event of any voluntary or involuntary liquidation,
dissolution or winding up of, or any distribution of the assets
of, the Corporation, the holders of shares of the Common Stock
shall be entitled to receive all of the assets of the Corporation
available for distribution to its stockholders ratably in
proportion to the number of shares of the Common Stock held by
them.
(iii) Except as otherwise determined by the Board of
Directors of the Corporation pursuant to the provisions of part A
of this Article FOURTH, the holders of shares of the Common Stock
shall be entitled to vote on all matters at all meetings of the
stockholders of the Corporation, and shall be entitled to one
vote for each share of the Common Stock entitled to vote at such
meeting, voting together with the holders of the Preferred Stock
who are entitled to vote, and not as a separate class.
FIFTH: Incorporator. The name and mailing address of
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the incorporator is:
Name Mailing Address
---- ---------------
Bruce A. Rich Reid & Priest LLP
40 West 57th Street
New York, NY 10019
SIXTH: Compromise. Whenever a compromise or
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arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation
and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application
in a summary way of this Corporation or of any creditor or
stockholder thereof or on the application of any receiver or
receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section
279 of Title 8 of the Delaware Code, order a meeting of the
creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization
of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the
said application has been made, be binding on all the creditors
or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also
on this Corporation.
SEVENTH: Board of Directors and By-Laws. All
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corporate powers shall be exercised by the Board of Directors,
except as otherwise provided by statute, by this Certificate of
Incorporation, by the By-Laws, or by any agreement among all of
the stockholders. The By-Laws may be adopted, amended or
repealed by the Board of Directors of the Corporation, except as
otherwise provided by law, but any by-law made by the Board of
Directors is subject to amendment or repeal by the stockholders
of the Corporation.
EIGHTH: Limited Liability. A director of the
------ -----------------
Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General
Corporation Law is hereafter amended to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.
NINTH: Indemnification. 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 complete action, suit
or proceeding, whether civil, criminal, administrative or
investigative, or by or in the right of the Corporation to
procure judgment in its favor, by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer, employee 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 if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, in
accordance with and to the full extent permitted by statute.
Expenses (including attorneys' fees) incurred in defending any
civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the
Corporation as authorized in this Article. The indemnification
provided by this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification may be
entitled under this Certificate of Incorporation or any agreement
or vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
IN WITNESS WHEREOF, the undersigned, being the sole
incorporator hereinbefore named, hereby declares and certifies
that the facts herein stated are true, and accordingly have
hereunto set my hand this 8th day of January, 1998.
/s/ Bruce A. Rich
---------------------------------
Bruce A. Rich, Incorporator
U S INDUSTRIAL SERVICES, INC.
(A DELAWARE CORPORATION)
BY-LAWS
ARTICLE I
Stockholders' Meetings; Voting
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Section 1.1. Annual Meetings. An annual meeting of stockholders
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shall be held for the election of directors on the second Thursday in May
of each year, if not a legal holiday, and, if a legal holiday, then on the
next day not a legal holiday, at such time and place either within or
without the State of Delaware as may be designated by the Board of
Directors from time to time. Any other proper business may be transacted
at the annual meeting.
Section 1.2. Special Meetings. Special meetings of stockholders
----------------
may be called at any time by the Chairman of the Board, the President, the
Board of Directors, or as provided in Section 2.2, to be held at such date,
time and place either within or without the State of Delaware as may be
stated in the notice of the meeting. A special meeting of stockholders
shall be called by the Secretary upon the written request, stating the
purpose of the meeting, of stockholders who together own of record at least
forty percent (40%) of the outstanding shares of stock entitled to vote at
such meeting.
Section 1.3. Notice of Meetings. Whenever stockholders are
------------------
required or permitted to take any action at a meeting, a written notice of
the meeting shall be given which shall state the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given not less than ten nor more
than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed
to the stockholder at his address as it appears on the records of the
Corporation. The Corporation shall, at the written request of any
stockholder, cause such notice to such stockholder to be confirmed to such
other address and/or by such other means as such stockholder may reasonably
request, provided that if such written request is received after the date
any such notice is mailed, such request shall be effective for subsequent
notices only.
Section 1.4. Adjournments. Any meeting of stockholders, annual
------------
or special, may adjourn from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original
meeting. 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.
Section 1.5. Quorum. At each meeting of stockholders, except
------
where otherwise provided by law or the Certificate of Incorporation or
these By-Laws, the holders of a majority of the outstanding shares of each
class of stock entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum. With respect to any
matter on which stockholders vote separately as a class, the holders of a
majority of the outstanding shares of such class shall constitute a quorum
for a meeting with respect to such matter. Two or more classes or series
of stock shall be considered a single class for purposes of determining
existence of a quorum for any matter to be acted on if the holders thereof
are entitled or required to vote together as a single class at the meeting
on such matter. In the absence of a quorum, the stockholders so present
may, by majority vote, adjourn the meeting from time to time in the manner
provided by Section 1.4 of these By-Laws until a quorum shall attend.
Section 1.6. Organization. Meetings of stockholders shall be
------------
presided over by the Chairman of the Board, or in his absence by the
President, or in his absence by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 1.7. Voting; Proxies. Unless otherwise provided in the
---------------
Certificate of Incorporation, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of
stock held by him which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long
as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy
bearing a later date with the Secretary of the Corporation. Voting at
meetings of stockholders need not be by written ballot and need not be
conducted by inspectors unless the holders of a majority of the outstanding
shares of any class of stock entitled to vote thereon present in person or
by proxy at such meeting shall so determine. At all meetings of
stockholders for the election of directors, such election and all other
elections and questions shall, unless otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, be decided by the vote of
the holders of a majority of the outstanding shares of all classes of stock
entitled to vote thereon present in person or by proxy at the meeting,
voting as a single class.
Section 1.8. Fixing Date for Determination of Stockholders of
------------------------------------------------
Record. In order that the Corporation may determine the stockholders
------
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or 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 record date, which 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 record date is fixed: (1) 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;
(2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first
written consent is expressed; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the
day on which the Board adopts the resolution relating thereto. A determi-
nation of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the
adjourned meeting.
Section 1.9. List of Stockholders Entitled to Vote. The
-------------------------------------
Secretary shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the 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 1.10. Consent of Stockholders in Lieu of Meeting. To
------------------------------------------
the extent provided by any statute at the time in force, whenever the vote
of stockholders at a meeting thereof is required or permitted to be taken
for or in connection with any corporate action, by any statute, by the
Certificate of Incorporation or by these By-Laws, the meeting and prior
notice thereof and vote of stockholders may be dispensed with if the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted shall
consent in writing to such corporate action without a meeting by less than
unanimous written consent and notice thereof shall be given to those
stockholders who have not consent in writing.
ARTICLE II
Board of Directors
------------------
Section 2.1. Powers; Number; Qualifications. The business and
------------------------------
affairs of the Corporation shall be managed by or under the direction of
the Board of Directors, except as may be otherwise provided by law or in
the certificate of incorporation. The number of Directors which shall
constitute the whole Board of Directors shall not be less than three (3)
nor more than nine (9), with the initial Board consisting of four (4)
Directors. Within such limits, the number of directors may be fixed from
time to time by vote of the stockholders or of the Board of Directors, at
any regular or special meeting, subject to the provisions of the
Certificate of Incorporation.
Section 2.2. Election; Term of Office; Resignation; Removal;
----------------------------------------------
Vacancies; Special Elections. Except as otherwise provided in this Section
----------------------------
2.2, the directors shall be elected annually at the annual meeting of the
stockholders. Each director (whenever elected) shall hold office until the
annual meeting of stockholders or any special meeting of stockholders
called to elect directors next succeeding his election and until his
successor is elected and qualified or until his earlier resignation or
removal, except as provided in the Certificate of Incorporation. Any
director may resign at any time upon written notice to the Board of
Directors or to the Chairman of the Board or to the President of the
Corporation. Such resignation shall take effect at the time specified
therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. Any director may be
removed with or without cause at any time upon the affirmative vote of the
holders of a majority of the outstanding shares of stock of the Corporation
entitled to vote for the election of such director, given at a special
meeting of such stockholders called for the purpose. If any vacancies
shall occur in the Board of Directors, by reason of death, resignation,
removal or otherwise, or if the authorized number of directors shall be
increased, the directors then in office shall continue to act, and such
vacancies may be filled by a majority of the directors then in office,
though less than a quorum; provided, however, that whenever the holders of
any class or classes of stock or series thereof are entitled to elect one
or more directors by the provisions of the Certificate of Incorporation,
vacancies and newly created directorships of such class or classes or
series shall be filled by a majority of the directors elected by such class
or classes or series thereof then in office though less than a quorum or by
a sole remaining director so elected. Any such vacancies or newly created
directorships may also be filled upon the affirmative vote of the holders
of a majority of the outstanding shares of stock of the Corporation
entitled to vote for the election of directors, given at a special meeting
of the stockholders called for the purpose.
Section 2.3. Regular Meetings. Regular meetings of the Board of
----------------
Directors may be held at such places within or without the State of
Delaware and at such times as the Board may from time to time determine,
and if so determined notice thereof need not be given.
Section 2.4. Special Meetings. Special meetings of the Board of
----------------
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, by the President or
by any two directors. Reasonable notice thereof shall be given by the
person or persons calling the meeting.
Section 2.5. Telephonic Meetings Permitted. Unless otherwise
-----------------------------
restricted by the Certificate of Incorporation or these By-Laws, any member
of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee, as the case may
be, by means of a 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 2.6. Quorum; Vote Required for Action. At all meetings
--------------------------------
of the Board of Directors the presence of a majority of the total number of
directors shall constitute a quorum for the transaction of business. The
vote of at least a majority of the directors present at any meeting at
which a quorum is present shall be necessary to constitute and shall be the
act of the Board unless the Certificate of Incorporation or these By-Laws
shall otherwise provide. In case at any meeting of the Board a quorum
shall not be present, the members of the Board present may adjourn the
meeting from time to time until a quorum shall attend.
Section 2.7. Organization. Meetings of the Board of Directors
------------
shall be presided over by the Chairman of the Board, or in his absence by
the President, or in their absence by a chairman chosen at the meeting.
The Secretary shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 2.8. Action by Directors Without a Meeting. Unless
-------------------------------------
otherwise restricted by the Certificate of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if
all members of the Board or such committee, as the case may be, consents
thereto in writing, and the writing or writings are filed with the minutes
of proceedings of the Board or committee.
Section 2.9. Compensation. Directors, as such, may receive
------------
annual stipends for and a fixed sum and expenses for attendance at each
regular or special meeting of the board, and for attendance as members of
committees of which he is a member; provided, that nothing herein contained
shall be construed to preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor; and provided
further, that directors may be granted stock options, stock appreciation
rights and similar rights pursuant to the Corporation's stock option plans
and other plans, as from time to time in effect.
ARTICLE III
Section 3.1. Committees. The Board of Directors may, by
----------
resolution passed by a majority of the total number of directors, designate
an Executive Committee, a Compensation Committee, an Audit Committee, and
one or more committees, each committee to consist of one or more of the
directors of the Corporation. Any such committee, to the extent provided
in the resolution of the Board, and unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, shall have and may exercise
all the powers and authority of the Board in the management of the business
and affairs of the Corporation, to the full extent permitted by law.
Section 3.2. Committee Rules. Unless the Board of Directors
---------------
otherwise provides, each committee designated by the Board may adopt, amend
and repeal rules for the conduct of its business. In the absence of a
provision by the Board or a provision in the rules of such committee to the
contrary, the entire authorized number of members of such committee shall
constitute a quorum for the transaction of business, the vote of all such
members present at a meeting shall be the act of such committee, and in
other respects each committee shall conduct its business pursuant to
Article II of these By-Laws.
ARTICLE IV
Officers
--------
Section 4.1. Officers; Election. As soon as practicable after
------------------
the annual meeting of stockholders in each year, the Board shall elect a
President and a Secretary. The Board may also elect a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Vice Presidents,
one or more Assistant Secretaries, a Treasurer and one or more Assistant
Treasurers and may give any of them such further designations or alternate
titles as it considers desirable. Any number of offices may be held by the
same person.
Section 4.2. Term of Office; Resignation; Removal; Vacancies.
-----------------------------------------------
Except as otherwise provided in the resolution of the Board of Directors
electing any officer, each officer shall hold office until the first
meeting of the Board after the annual meeting of stockholders next
succeeding his election, and until his successor is elected and qualified
or until his earlier resignation or removal. Any officer may resign at any
time upon written notice to the Board, to the Chairman of the Board or to
the President of the Corporation. Such resignation shall take effect at
the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective.
The Board may remove any officer with or without cause at any time,
provided that such action by the Board shall require the vote of a majority
of the whole Board. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the
election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall or may be filled for the unexpired portion of
the term by the Board at any regular or special meeting in the manner
provided in Section 4.1 for election of officers following the annual
meeting of stockholders.
Section 4.3. Chairman of the Board. The Chairman of the Board
---------------------
shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present. He shall have and may exercise
such powers and perform such other duties as are, from time to time,
assigned to him by the Board and as may be provided by law.
Section 4.4. President. The President shall be the chief
---------
executive officer and shall have general charge and supervision of the
business of the Corporation. In addition, he shall perform all duties
incident to such office, and such other duties as, from time to time, may
be assigned to him by the Board or as may be provided by law. In the
absence of the Chairman of the Board, the President shall preside at all
meetings of stockholders. He shall have general and active management of
the business of the Corporation and shall see that all orders and
resolutions of the Board are carried into effect; subject, however, to the
right of the Board to delegate any specific powers, except such as may be
by statute exclusively conferred on the President, to any other officer or
officers of the Corporation.
Section 4.5. Vice Presidents. The Vice President or Vice
---------------
Presidents (including Executive Vice Presidents and Senior Vice
Presidents), shall perform the duties as shall be assigned to him by the
Board of Directors.
Section 4.6. Secretary. The Secretary shall have the duty to
---------
record the proceedings of the meetings of the stockholders, the Board of
Directors and any committees in a book to be kept for that purpose; he
shall see that all notices are duly given in accordance with the provisions
of these By-Laws or as required by law; he shall be custodian of the
records of the Corporation; he may affix the corporate seal to any document
the execution of which, on behalf of the Corporation, is duly authorized,
and when so affixed may attest the same; and, in general, he shall perform
all duties incident to the office of secretary of a corporation, and such
other duties as, from time to time, may be assigned to him by the Board,
the Chairman of the Board, or the President or as may be provided by law.
Section 4.7. Treasurer. The Treasurer shall have charge of and
---------
be responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time, be selected by
or under authority of the Board of Directors; if required by the Board, he
shall give a bond for the faithful discharge of his duties, with such
surety or sureties as the Board may determine; he shall keep or cause to be
kept full and accurate records of all receipts and disbursements in books
of the Corporation and shall render to the Chairman of the Board, the
President and to the Board, whenever requested, an account of the financial
condition of the Corporation; and, in general, he shall perform all the
duties incident to the office of treasurer of a corporation, and such other
duties as may be assigned to him by the Board, the Chairman of the Board,
or the President or as may be provided by law.
Section 4.8. Other Officers. The other officers, if any, of the
--------------
Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in a resolution adopted by the Board of
Directors which is not inconsistent with these By-Laws and, to the extent
not so stated, as generally pertain to their respective offices, subject to
the control of the Board. The Chairman of the Board or the President may
appoint persons to serve as Assistant Secretaries of the Corporation and to
hold such office as determined at the time of appointment but not beyond
the period in Section 4.2. The Board may require any officer, agent or
employee to give security for the faithful performance of his duties.
ARTICLE V
Stock
-----
Section 5.1. Certificates. Every holder of stock in the
------------
Corporation shall be entitled to have a certificate signed by or in the
name of the Corporation by the Chairman of the Board of Directors or the
President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. If such
certificate is manually signed by one officer or manually countersigned by
a transfer agent or by a registrar, any other signature on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the
date of issue.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates;
---------------------------------------------
Issuance of New Certificates. The Corporation may issue a new certificate
----------------------------
of stock in the place of any certificate theretofore issued by it, alleged
to have been lost, stolen or destroyed, and the Corporation may require the
owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged
loss, theft or destruction of any such certificate or the issuance of such
new certificate.
ARTICLE VI
Miscellaneous
-------------
Section 6.1. Seal. The Corporation may have a corporate seal
----
which shall have the name of the Corporation inscribed thereon and shall be
in such form as may be approved from time to time by the Board of
Directors. The corporate seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.
Section 6.2. Waiver of Notice of Meetings of Stockholders,
---------------------------------------------
Directors and Committees. Whenever notice is required to be given by law
------------------------
or under any provision of the Certificate of Incorporation or these
By-Laws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent
to notice. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, 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 stockholders, directors, or members
of a committee of directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation or these
By-Laws.
Section 6.3. 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 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 6.4. Dividends. Dividends upon the stock of the
---------
Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, bonds, in
property, or in shares of stock, subject to the provisions of the
Certificate of Incorporation.
Section 6.5. Reserves. Before the payment of any dividend,
--------
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purposes as the
directors shall think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve.
Section 6.6. Checks. All checks or demands for money and notes
------
of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.
Section 6.7. Fiscal Year. The fiscal year of the Corporation
-----------
shall be the year ending September 30.
Section 6.8. Offices. The registered office of the Corporation
-------
shall be in the City of Wilmington, County of New Castle, State of
Delaware. The Corporation may also have offices at such other places
within or outside the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE VII
Amendments
----------
Section 7.1. Amendments. These by-laws may be altered, amended
----------
or repealed at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment or repeal be contained in
the notice of such special meeting.
ARTICLE VIII
Indemnification
---------------
Section 8.1. Indemnification. The Corporation shall indemnify
---------------
to the fullest extent permitted by law any person made or threatened to be
made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person, or
a person of whom he or she is the legal representative, is or was a
director, officer, employee or agent of the Corporation or any predecessor
of the Corporation, or serves or served any other enterprise as a director,
officer, employee or agent at the request of the Corporation or any
predecessor of the Corporation. For purposes of this Article, references
to "the Corporation" shall be deemed to include any subsidiary of the
Corporation now or hereafter organized under the laws of the State of
Delaware.
Section 8.2. Expenses. The Corporation may pay any expenses
--------
reasonably incurred by a director or officer in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ulti-
mately be determined that he or she is not entitled to be indemnified by
the Corporation under this Article or otherwise. The Corporation may, by
action of its Board of Directors, provide for the payment of such expenses
incurred by employees and agents of the Corporation as it deems
appropriate.
Section 8.3. Non-Exclusive. The rights conferred on any person
-------------
under this Article shall not be deemed exclusive of any other rights that
such person may have or hereafter acquire under any statute, provision of
the Corporation's Certificate of Incorporation, By-Laws, agreement, vote of
stockholders or indemnification and to the advancement of expenses under
this Article shall be deemed to be provided by a contract between the
Corporation and the director, officer, employee or agent who serves in such
capacity at any time while these By-Laws and any other relevant provisions
of the Delaware General Corporation Law and any other applicable law, if
any, are in effect. Any repeal or modification thereof shall not affect
any rights or obligations then existing.
Nonrefundable Filing Fee: $50.00 DOMESTIC PROFIT
General Amendment
Submit Original and
One True Copy
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF AMENDMENT
(SECTION 415-61, HAWAII REVISED STATUTES)
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment. certify as follows:
1. The name of the corporation is:
EIF Holdings, Inc.
----------------------------------------------------------------------
2. The Amendment(s) adopted are attached to these Articles of Amendment
(see page 2).
3. The total number of shares outstanding is: 24,618,201
--------------------------
4. If adoption of the amendments) was at a meeting, complete the
following:
The meeting of the shareholders was held on May 4 1998
---------------------------
(Month Day Year)
---------------------------------------------------------------------------
Number of Shares Number of Shares Voting
Class/Series Voting For Amendment Against Amendment
---------------------------------------------------------------------------
Common 12,673,282 189,700
---------------------------------------------------------------------------
5. If adoption of the amendment(s) was by unanimous consent, complete the
following:
By written consent dated
---------------------------------------------
(Month Day Year)
the shareholders unanimously adopted the amendment(s).
6. If the amendment(s) provides for any exchange, reclassification, or
cancellation of issued shares, attach a statement describing the
manner in which the exchange, reclassification, or cancellation shall
be effected.
See attached
----------------------------------------------------------------------
We certify under the penalties of Section 415-136, Hawaii Revised Statutes,
that we have read the above statements, and that the same are true and
correct.
Witness our hands this day of , 19 98 .
-------- ------------------ ----
Frank J. Fradella, Chairman J. Drennan Lowell, Secretary & Treasurer
----------------------------- -----------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Frank J. Fradella /s/ J. Drennan Lowell
----------------------------- -----------------------------------------
Signature of Officer Signature of Officer
Signatures must be in black ink.
Articles must be signed by two individuals who are officers of the
corporation.
(See Reverse Side For Instructions)
D1-7
Rev. 7/96 B14 (Fee)
<PAGE>
RESOLVED, that, the Articles of Incorporation be,
and it hereby is, amended by addition of the following
provision to Article IV:
Effective on the date and at the time this Article of
Amendment is filed with the Director of the Department
of Commerce and Consumer Affairs of the State of Hawaii
(the "Effective Date"), each share of the Company's
Common Stock, no par value, issued and outstanding
immediately prior to the Effective Date (the "Old
Common Stock") shall automatically and without any
action on the part of the holder thereof be
reclassified as and changed, pursuant to a one-for-ten
reverse stock split of the Company's outstanding Common
Stock, no par value (the "New Common Stock"), subject
to the treatment of fractional share interests as
described below. Each holder of a certificate or
certificates which immediately prior to the Effective
Date represented outstanding shares of Old Common Stock
(the "Old Certificates," whether one or more) shall be
entitled to receive upon surrender of such Old
Certificates to the Company's Transfer Agent for
cancellation, a certificate or certificates (the "New
Certificates," whether one or more) representing the
number of whole shares of the New Common Stock into
which and for which the shares of the Old Common Stock
formerly represented by such Old Certificates so
surrendered, are reclassified under the terms hereof.
From and after the Effective Date, Old Certificates
shall represent only the right to receive New
Certificates pursuant to the provisions hereof. No
certificates or scrip representing fractional share
interests in New Common Stock will be issued, and no
such fractional share interest will entitle the holder
thereof to vote, or to any rights of a shareholder of
the Company. Any fraction of a share of New Common
Stock to which the holder would otherwise be entitled
will be adjusted upward or downward to the nearest
whole share. If more than one Old Certificate shall be
surrendered at one time for the account of the same
shareholder, the number of full shares of New Common
Stock for which New Certificates shall be issued shall
be computed on the basis of the aggregate number of
shares represented by the Old Certificates so
surrendered. In the event that the Company's Transfer
Agent determines that a holder of Old Certificates has
not tendered all his certificates for exchange, the
Transfer Agent shall carry forward any fractional share
until all certificates of that holder have been
presented for exchange such that payment for fractional
shares to any one person shall not exceed the value of
one share. If any new Certificate is to be issued in a
name other than that in which the Old Certificates
surrendered for exchange are issued, the Old
Certificates so surrendered shall be properly endorsed
and otherwise in proper form for transfer, and the
person or persons requesting such exchange shall affix
any requisite stock transfer tax stamps to the Old
Certificates surrendered, or provide funds for their
purchase, or establish to the satisfaction of the
Transfer Agent that such taxes are not payable. From
and after the Effective Date the amount of capital
represented by the shares of the New Common Stock into
which and for which the shares of the Old Common Stock
are classified under the terms hereof shall be the same
as the amount of capital represented by the shares of
Old Common Stock so reclassified, until thereafter
reduced or increased in accordance with applicable law.
As a result of this Amendment, the authorized stock of
the Company shall not change and therefore shall remain
25,000,000 shares of Common Stock, no par value per
share, until thereafter reduced or increased in
accordance with applicable law.
FURTHER RESOLVED, that at any time prior to the filing
of the foregoing amendment to the Company's Articles of
Incorporation effecting a Reverse Stock Split,
notwithstanding authorization of the proposed amendment by
the shareholders of the Company, the Board of Directors may
abandon such proposed amendment without further action by
the shareholders.
<PAGE>
Statement Describing Manner in Which Exchange, Reclassification
---------------------------------------------------------------
or Cancellation of Shares Shall be Effected
-------------------------------------------
This statement below describing the manner in which the
exchange, reclassification or cancellation of shares shall be
effected is also contained in the amendment to the Articles of
Incorporation.
Each holder of a certificate or certificates which
immediately prior to the Effective Date represented
outstanding shares of Old Common Stock (the "Old
Certificates," whether one or more) shall be entitled
to receive upon surrender of such Old Certificates to
the Company's Transfer Agent for cancellation, a
certificate or certificates (the "New Certificates,"
whether one or more) representing the number of whole
shares of the New Common Stock into which and for which
the shares of the Old Common Stock formerly represented
by such Old Certificates so surrendered, are
reclassified under the terms hereof. From and after
the Effective Date, Old Certificates shall represent
only the right to receive New Certificates pursuant to
the provisions hereof. No certificates or scrip
representing fractional share interests in New Common
Stock will be issued, and no such fractional share
interest will entitle the holder thereof to vote, or to
any rights of a shareholder of the Company. Any
fraction of a share of New Common Stock to which the
holder would otherwise be entitled will be adjusted
upward or downward to the nearest whole share. If more
than one Old Certificate shall be surrendered at one
time for the account of the same shareholder, the
number of full shares of New Common Stock for which New
Certificates shall be issued shall be computed on the
basis of the aggregate number of shares represented by
the Old Certificates so surrendered. In the event that
the Company's Transfer Agent determines that a holder
of Old Certificates has not tendered all his
certificates for exchange, the Transfer Agent shall
carry forward any fractional share until all
certificates of that holder have been presented for
exchange such that payment for fractional shares to any
one person shall not exceed the value of one share. If
any new Certificate is to be issued in a name other
than that in which the Old Certificates surrendered for
exchange are issued, the Old Certificates so
surrendered shall be properly endorsed and otherwise in
proper form for transfer, and the person or persons
requesting such exchange shall affix any requisite
stock transfer tax stamps to the Old Certificates
surrendered, or provide funds for their purchase, or
establish to the satisfaction of the Transfer Agent
that such taxes are not payable. From and after the
Effective Date the amount of capital represented by the
shares of the New Common Stock into which and for which
the shares of the Old Common Stock are classified under
the terms hereof shall be the same as the amount of
capital represented by the shares of Old Common Stock
so reclassified, until thereafter reduced or increased
in accordance with applicable law.
ARTICLES OF MERGER
OF
EIF HOLDINGS, INC.
(A HAWAII CORPORATION)
INTO
U S INDUSTRIAL SERVICES, INC.
(A DELAWARE CORPORATION)
(Pursuant to Section 415-74 of
the Business Corporation Act of the State of Hawaii)
The undersigned corporation organized and existing
under and by virtue of the Business Corporation Act of the State
of Hawaii, DOES HEREBY CERTIFY:
1. The name and state of incorporation of each of the
constituent corporations (the "Constituent Corporations") to the
merger (the "Merger") is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
EIF Holdings, Inc. Hawaii
U S Industrial Services, Inc. Delaware
2. An Agreement and Plan of Merger, dated March 2,
1998, among the Constituent Corporations (the "Merger
Agreement"), a copy of which is attached hereto as Exhibit A, has
---------
been approved, adopted, certified, and executed by each of the
Constituent Corporations in accordance with the requirements of
Section 415-73 of the Business Corporation Act of the State of
Hawaii.
3. The name of the surviving corporation of the Merger
is U S Industrial Services, Inc. (the "Surviving Corporation").
EIF Holdings, Inc. shall be the merging corporation (the "Merging
Corporation").
4. The Certificate of Incorporation of the Surviving
Corporation shall be its Certificate of Incorporation.
5. The outstanding stock of EIF Holdings, Inc. is as
follows:
NAME OUTSTANDING SHARES
---- ------------------
EIF Holdings, Inc. 24,618,201 shares of Common
Stock, no par value per share.
6. The outstanding stock of U S Industrial Services,
Inc. is as follows:
NAME OUTSTANDING SHARES
---- ------------------
U S Industrial Services, Inc. 100 shares of Common Stock,
$.01 par value per share.
7. The Merger Agreement was approved by the vote of
the shareholders of the Merging Corporation at its Annual Meeting
on May 4, 1998, pursuant to the following vote:
FOR AGAINST ABSTAIN
--- ------- -------
12,844,182 39,400 7,400
8. The Merger Agreement was approved by the vote of
the shareholder of the Surviving Corporation by a Written Consent
of Sole Shareholder dated May 4, 1998, pursuant to the following
vote:
FOR AGAINST ABSTAIN
--- ------- -------
100 0 0
9. The Surviving Corporation hereby consents to the
service of process in the State of Hawaii for the enforcement of
any obligation of the Merging Corporation and in any proceeding
for the enforcement of the rights of a dissenting shareholder of
the Merging Corporation against the Surviving Corporation, if
any.
10. Gary G. Grimmer, Carlsmith Ball Wichman Case &
Ichiki, P.O. Box 656, Honolulu, Hawaii 96809-0656, a resident of
the State of Hawaii, is hereby irrevocably appointed as the agent
of the Surviving Corporation to accept service of process in the
proceedings specified in clause 9.
11. The Surviving Corporation hereby agrees that it
will promptly pay dissenting shareholders the amount, if any, to
which they are entitled to pursuant to the Business Corporation
Act of the State of Hawaii.
12. This Certificate of Merger shall be effective on
the date and at the time it is filed with the Director of the
Department of Commerce and Consumer Affairs of the State of
Hawaii.
IN WITNESS WHEREOF, this Certificate of Merger has been
executed on this 15th day of June, 1998.
EIF HOLDINGS, INC.
By: /s/ Frank J. Fradella
--------------------------
Frank J. Fradella
President
By: /s/ J. Drennan Lowell
--------------------------
J. Drennan Lowell
Secretary and Treasurer
U S INDUSTRIAL SERVICES, INC.
By: /s/ Frank J. Fradella
--------------------------
Frank J. Fradella
President
By: /s/ J. Drennan Lowell
--------------------------
J. Drennan Lowell
Secretary and Treasurer
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger, dated March 2, 1998 (the
"Agreement"), between EIF Holdings, Inc., a Hawaii corporation
("EIF Holdings"), and U S Industrial Services, Inc., a Delaware
corporation ("US Industrial") (EIF Holdings and US Industrial are
sometimes referred to herein collectively as the "Constituent
Corporations").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, US Industrial was incorporated in the State of
Delaware on January 9, 1998, and is the wholly-owned subsidiary
of EIF Holdings; and
WHEREAS, the Board of Directors of EIF Holdings believes
that it is in the best interest of EIF Holdings to reincorporate
in the State of Delaware by merging with and into US Industrial
pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises,
the mutual agreements and undertakings herein given and other
good and valuable consideration, the parties hereto agree, in
accordance with the applicable provisions of the statutes of
Hawaii and Delaware, respectively, which permit such merger, EIF
Holdings shall be, and hereby is, merged with and into US
Industrial, at the Effective Time (as herein defined), and that
the terms and conditions of the merger hereby agreed to (the
"Merger") shall be as hereinafter set forth:
ARTICLE ONE
Principal Terms of Merger
Section 1.01. Merger. At the Effective Time (as herein
------
defined), EIF Holdings shall merge with and into US Industrial
provided that this Agreement has not been terminated pursuant to
Section 4.02 herein.
Section 1.02. Effective Time of Merger. The Merger shall
------------------------
become effective as of the completion of all filing requirements
specified in Sections 4.03 and 4.04 of this Agreement, and such
date and time is hereinafter referred to as the "Effective Time."
ARTICLE TWO
Certificate of Incorporation, By-Laws and Directors
Section 2.01. Certificate of Incorporation. The
----------------------------
Certificate of Incorporation of US Industrial in effect at the
Effective Time of the Merger shall be the Certificate of
Incorporation of US Industrial, to remain unchanged until amended
as provided by law.
Section 2.02. By-Laws. The By-Laws of US Industrial in
-------
effect at the Effective Time of the Merger shall be the By-Laws
of US Industrial, to remain unchanged until amended as provided
by law.
Section 2.03. Directors. EIF Holdings, in its capacity as
---------
sole shareholder of US Industrial, shall elect as directors of US
Industrial those individuals elected by the shareholders of EIF
Holdings prior to the Effective Time of the Merger, and such
persons shall serve as directors of US Industrial until the next
annual meeting of the stockholders of US Industrial.
ARTICLE THREE
Exchange and Cancellation of Shares
At the Effective Time of the Merger, all issued and
outstanding shares of EIF Holdings common stock, no par value
(the "Old Common Stock") shall be canceled and the corporate
existence of the said corporation shall cease. Shares of US
Industrial's common stock, par value $.01 per share (the "New
Common Stock") shall be issued to the shareholders of EIF
Holdings as a result of the Merger as herein provided.
Section 3.01. The Surviving Corporation Common Stock. Each
--------------------------------------
share of Old Common Stock which is outstanding prior to the
Effective Time of the Merger shall be converted into one issued
and outstanding share of New Common Stock and, from and after the
Effective Time of the Merger, the holders of all of said issued
and outstanding shares of Old Common Stock shall automatically be
and become holders of shares of New Common Stock upon the basis
above specified, whether or not certificates representing said
shares are then issued and delivered.
Section 3.02. Cancellation of Old Common Stock. After the
--------------------------------
Effective Time of the Merger, each holder of record of any
outstanding certificate or certificates theretofore representing
shares of Old Common Stock may surrender the same to American
Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New
York, New York 10005, and such holder shall be entitled upon such
surrender to receive in exchange therefor a certificate or
certificates representing an equal number of shares of New Common
Stock. Until so surrendered, each outstanding certificate which,
prior to the Effective Time of the Merger, represented one or
more shares of Old Common Stock shall be deemed for all corporate
purposes to evidence ownership of an equal number of shares of
New Common Stock. Upon the surrender of a certificate or
certificates representing shares of Old Common Stock, a proper
officer of US Industrial shall cancel said certificate or
certificates.
ARTICLE FOUR
Adoption and Termination
Section 4.01. Submission to Vote of Shareholders. This
----------------------------------
Agreement shall be submitted to the shareholders of EIF Holdings,
as provided by applicable law, and shall take effect, and be
deemed to be the Agreement and Plan of Merger of the Constituent
Corporations, upon the approval or adoption thereof by said
shareholders of EIF Holdings in accordance with the requirements
of the laws of the State of Hawaii.
Section 4.02. Termination of Agreement. Anything herein or
------------------------
elsewhere to the contrary notwithstanding, this Agreement may be
abandoned by EIF Holdings by an appropriate resolution of its
Board of Directors at any time prior to the Effective Time of the
Merger if such Board of Directors believes that the Merger is not
in the best interests of EIF Holdings or in the event that the
shareholders who hold more than two (2%) percent of the
outstanding and issued shares of Old Common Stock dissent from
the Merger and seek appraisal rights pursuant to Sections 415-80
and 415-81 of the Hawaii Business Corporation Act.
Section 4.03. Filing of Articles of Merger in the State of
--------------------------------------------
Hawaii. As soon as practicable after the requisite shareholders
------
approval referenced in Section 4.01 herein, Articles of Merger to
effectuate the terms of this Agreement shall be executed and
acknowledged by US Industrial and thereafter delivered to the
Commissioner of Securities of the Department of Commerce and
Consumer Affairs of the State of Hawaii for filing and recording
in accordance with applicable law, unless this Agreement has been
terminated pursuant to Section 4.02 herein.
Section 4.04. Filing of Certificates of Merger in the State
---------------------------------------------
of Delaware. As soon as practicable after the requisite
-----------
shareholder approval referenced in Section 4.01 herein, a
Certificate of Merger to effectuate the terms of this Agreement
shall be executed by each of the Constituent Corporations and
thereafter delivered to the Secretary of the State of Delaware
for filing and recording in accordance with applicable law,
unless this Agreement has been terminated pursuant to Section
4.02 herein.
ARTICLE FIVE
Effect of Merger
Section 5.01. Effect of Merger. At the Effective Time of
----------------
the Merger, the Constituent Corporations shall be a single
corporation, which shall be US Industrial, and the separate
existence of EIF Holdings shall cease except to the extent
provided by the laws of the States of Hawaii and Delaware. US
Industrial shall thereupon and thereafter possess all the rights,
privileges, immunities and franchises, of both a public and
private nature, of each of the Constituent Corporations; and all
property, real, personal and mixed, and all debts due on whatever
account, including subscriptions to shares, and all other choses
in action, and all and every other interest of, or belonging to,
or due to each of the Constituent Corporations, shall be taken
and deemed to be vested in US Industrial without further act or
deed; and the title to all real estate, or any interest therein,
vested in either of the Constituent Corporations shall not revert
or be in any way impaired by reason of the Merger. US Industrial
shall thenceforth be responsible and liable for all of the
liabilities and obligations of each of the Constituent
Corporations and any claim existing or action or proceeding
pending by or against either of the Constituent Corporations may
be prosecuted to judgment as if the Merger had not taken place,
or the Surviving Corporation may be substituted in its place, and
neither the rights of creditors nor any liens upon the property
of either of the Constituent Corporations shall be impaired by
the Merger. US Industrial shall assume any stock option or
similar employee benefits plan of EIF Holdings, and all
contractual rights of EIF Holdings for the issuance of shares of
the Old Common Stock, and such issuances or reserves for
issuances shall be of shares of New Common Stock on an as-
converted basis as set forth in Section 3.01 hereof.
Section 5.02. Business Combinations With American Eco. US
---------------------------------------
Industrial hereby acknowledges that American Eco Corporation, an
Ontario corporation ("American Eco"), beneficially owns 8,800,000
shares of Old Common Stock at the date of this Agreement and
further recognizes that, as a result of such stock ownership,
American Eco could be deemed to be an Interested Stockholder (as
that term is defined under Section 203 of the General Corporation
Law of the State of Delaware) of US Industrial after the
consummation of the Merger. US Industrial hereby represents and
warrants to EIF Holdings that the Board of Directors of US
Industrial has considered the stock ownership that American Eco
will have in US Industrial at the Effective Time of the Merger in
approving this Agreement. US Industrial further acknowledges
that, as a result of its assumption of all of EIF Holdings'
obligations pursuant to this Agreement and the consummation of
the Merger, American Eco will consummate a certain stock purchase
agreement pursuant to which American Eco will purchase 10,000,000
shares of New Common Stock. US Industrial hereby represents and
warrants to EIF Holdings that the Board of Directors of US
Industrial has approved such stock purchase.
ARTICLE SIX
Post Merger Undertakings
Section 6.01 Service of Process. US Industrial hereby
------------------
agrees that it may be served with process within the State of
Hawaii in any proceeding for the enforcement of any obligation of
EIF Holdings and in any proceeding for the enforcement of the
rights of any dissenting shareholder of EIF Holdings.
Section 6.02 Appointment of Agent for Service of Process.
-------------------------------------------
US Industrial shall appoint a resident of Hawaii as its duly
appointed agent to accept service of process delivered pursuant
to Section 6.01 herein. Such agency shall be deemed to be given
with an interest and shall be irrevocable.
Section 6.03 Payments to Dissenting Shareholders. US
-----------------------------------
Industrial shall promptly pay to any shareholders of EIF Holdings
who dissent from the Merger the amount, if any, to which such
dissenting shareholders shall be entitled with respect to the
Merger pursuant to applicable law.
ARTICLE SEVEN
Miscellaneous
Section 7.01 Further Actions. Each of the Constituent
---------------
Corporations shall take or cause to be taken all action, or do,
or cause to be done, all things necessary, proper or advisable
under the laws of the States of Hawaii and Delaware to consummate
and make effective the Merger following approval of the Merger by
the shareholders of EIF Holdings in accordance with the laws of
said States.
Section 7.02. Amendments. At any time prior to the
----------
Effective Time of the Merger (notwithstanding any shareholder
approval), if authorized by their respective Board of Directors,
the parties hereto may, by written agreement, amend or supplement
any of the provisions of this Agreement. Any written instrument
or agreement referred to in this section shall be validly and
sufficiently authorized for the purposes of this Agreement if
signed on behalf of each of the Constituent Corporations by a
person authorized to sign this Agreement.
Section 7.03. Counterparts. This Agreement may be
------------
executed in any number of counterparts, each of which shall be
deemed to be an original instrument, but all such counterparts
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Constituent Corporations,
pursuant to the approval and authority duly given by resolutions
adopted by their respective Board of Directors have caused this
Agreement and Plan of Merger to be executed by an authorized
officer of each party hereto, and the corporate seal affixed on
the date above first written.
U S INDUSTRIAL SERVICES, INC.
(a Delaware corporation)
By /s/ Frank J. Fradella
--------------------------
Name: Frank J. Fradella
Title: Chairman
By /s/ J. Drennan Lowell
--------------------------
Name: J. Drennan Lowell
Title: Secretary and Treasurer
EIF HOLDINGS, INC.
(a Hawaii corporation)
By /s/ Frank J. Fradella
--------------------------
Name: Frank J. Fradella
Title: Chairman
By /s/ J. Drennan Lowell
--------------------------
Name: J. Drennan Lowell
Title: Secretary and Treasurer
CERTIFICATE OF MERGER
OF
EIF Holdings, Inc.
(A HAWAII CORPORATION)
INTO
U S INDUSTRIAL SERVICES, INC.
(A DELAWARE CORPORATION)
(Pursuant to Section 252 of
the General Corporation Law of the State of Delaware)
The undersigned corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:
1. The name and state of incorporation of each of the
constituent corporations (the "Constituent Corporations") to the
merger (the "Merger") is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
EIF Holdings, Inc. Hawaii
U S Industrial Services, Inc. Delaware
2. An Agreement and Plan of Merger, dated May 4, 1998,
among the Constituent Corporations and other party thereto has
been approved, adopted, certified, executed and acknowledged by
each of the Constituent Corporations in accordance with the
requirements of Section 252(c) of the General Corporation Law of
the State of Delaware.
3. The name of the surviving corporation of the Merger
is U S Industrial Services, Inc. (the "Surviving Corporation").
EIF Holdings, Inc. shall be the merging corporation.
4. The Certificate of Incorporation of the Surviving
Corporation shall be its Certificate of Incorporation.
5. The executed Agreement and Plan of Merger is on
file at the principal place of business of the Surviving
Corporation. The address of the principal place of business of
the Surviving Corporation is 54 Stiles Road, Salem, New Hampshire
03079.
6. A copy of the Agreement and Plan of Merger will be
furnished by the Surviving Corporation, on request and without
cost to any stockholder of either Constituent Corporation.
7. The authorized capital stock of each Constituent
Corporation that is not a corporation of the State of Delaware is
as follows:
NAME AUTHORIZED CAPITAL STOCK
---- ------------------------
EIF Holdings, Inc. 25,000,000 shares of Common Stock,
no par value per share. 20,000,000
shares of Preferred Stock, $.01 par
value per share.
8. This Certificate of Merger shall be effective on
the date and at the time it is filed with the Secretary of State
of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Merger has been
executed on this 4th day of May, 1998.
U S INDUSTRIAL SERVICES, INC.
BY: /s/ Frank J. Fradella
-----------------------
Frank J. Fradella
Chairman
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger, dated March 2, 1998 (the
"Agreement"), between EIF Holdings, Inc., a Hawaii corporation
("EIF Holdings"), and U S Industrial Services, Inc., a Delaware
corporation ("US Industrial") (EIF Holdings and US Industrial are
sometimes referred to herein collectively as the "Constituent
Corporations").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, US Industrial was incorporated in the State of
Delaware on January 9, 1998, and is the wholly-owned subsidiary
of EIF Holdings; and
WHEREAS, the Board of Directors of EIF Holdings believes
that it is in the best interest of EIF Holdings to reincorporate
in the State of Delaware by merging with and into US Industrial
pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises,
the mutual agreements and undertakings herein given and other
good and valuable consideration, the parties hereto agree, in
accordance with the applicable provisions of the statutes of
Hawaii and Delaware, respectively, which permit such merger, EIF
Holdings shall be, and hereby is, merged with and into US
Industrial, at the Effective Time (as herein defined), and that
the terms and conditions of the merger hereby agreed to (the
"Merger") shall be as hereinafter set forth:
ARTICLE ONE
Principal Terms of Merger
Section 1.01. Merger. At the Effective Time (as herein
------
defined), EIF Holdings shall merge with and into US Industrial
provided that this Agreement has not been terminated pursuant to
Section 4.02 herein.
Section 1.02. Effective Time of Merger. The Merger shall
------------------------
become effective as of the completion of all filing requirements
specified in Sections 4.03 and 4.04 of this Agreement, and such
date and time is hereinafter referred to as the "Effective Time."
ARTICLE TWO
Certificate of Incorporation, By-Laws and Directors
Section 2.01. Certificate of Incorporation. The
----------------------------
Certificate of Incorporation of US Industrial in effect at the
Effective Time of the Merger shall be the Certificate of
Incorporation of US Industrial, to remain unchanged until amended
as provided by law.
Section 2.02. By-Laws. The By-Laws of US Industrial in
-------
effect at the Effective Time of the Merger shall be the By-Laws
of US Industrial, to remain unchanged until amended as provided
by law.
Section 2.03. Directors. EIF Holdings, in its capacity as
---------
sole shareholder of US Industrial, shall elect as directors of US
Industrial those individuals elected by the shareholders of EIF
Holdings prior to the Effective Time of the Merger, and such
persons shall serve as directors of US Industrial until the next
annual meeting of the stockholders of US Industrial.
ARTICLE THREE
Exchange and Cancellation of Shares
At the Effective Time of the Merger, all issued and
outstanding shares of EIF Holdings common stock, no par value
(the "Old Common Stock") shall be canceled and the corporate
existence of the said corporation shall cease. Shares of US
Industrial's common stock, par value $.01 per share (the "New
Common Stock") shall be issued to the shareholders of EIF
Holdings as a result of the Merger as herein provided.
Section 3.01. The Surviving Corporation Common Stock. Each
--------------------------------------
share of Old Common Stock which is outstanding prior to the
Effective Time of the Merger shall be converted into one issued
and outstanding share of New Common Stock and, from and after the
Effective Time of the Merger, the holders of all of said issued
and outstanding shares of Old Common Stock shall automatically be
and become holders of shares of New Common Stock upon the basis
above specified, whether or not certificates representing said
shares are then issued and delivered.
Section 3.02. Cancellation of Old Common Stock. After the
--------------------------------
Effective Time of the Merger, each holder of record of any
outstanding certificate or certificates theretofore representing
shares of Old Common Stock may surrender the same to American
Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New
York, New York 10005, and such holder shall be entitled upon such
surrender to receive in exchange therefor a certificate or
certificates representing an equal number of shares of New Common
Stock. Until so surrendered, each outstanding certificate which,
prior to the Effective Time of the Merger, represented one or
more shares of Old Common Stock shall be deemed for all corporate
purposes to evidence ownership of an equal number of shares of
New Common Stock. Upon the surrender of a certificate or
certificates representing shares of Old Common Stock, a proper
officer of US Industrial shall cancel said certificate or
certificates.
ARTICLE FOUR
Adoption and Termination
Section 4.01. Submission to Vote of Shareholders. This
----------------------------------
Agreement shall be submitted to the shareholders of EIF Holdings,
as provided by applicable law, and shall take effect, and be
deemed to be the Agreement and Plan of Merger of the Constituent
Corporations, upon the approval or adoption thereof by said
shareholders of EIF Holdings in accordance with the requirements
of the laws of the State of Hawaii.
Section 4.02. Termination of Agreement. Anything herein or
------------------------
elsewhere to the contrary notwithstanding, this Agreement may be
abandoned by EIF Holdings by an appropriate resolution of its
Board of Directors at any time prior to the Effective Time of the
Merger if such Board of Directors believes that the Merger is not
in the best interests of EIF Holdings or in the event that the
shareholders who hold more than two (2%) percent of the
outstanding and issued shares of Old Common Stock dissent from
the Merger and seek appraisal rights pursuant to Sections 415-80
and 415-81 of the Hawaii Business Corporation Act.
Section 4.03. Filing of Articles of Merger in the State of
--------------------------------------------
Hawaii. As soon as practicable after the requisite shareholders
------
approval referenced in Section 4.01 herein, Articles of Merger to
effectuate the terms of this Agreement shall be executed and
acknowledged by US Industrial and thereafter delivered to the
Commissioner of Securities of the Department of Commerce and
Consumer Affairs of the State of Hawaii for filing and recording
in accordance with applicable law, unless this Agreement has been
terminated pursuant to Section 4.02 herein.
Section 4.04. Filing of Certificates of Merger in the State
---------------------------------------------
of Delaware. As soon as practicable after the requisite
-----------
shareholder approval referenced in Section 4.01 herein, a
Certificate of Merger to effectuate the terms of this Agreement
shall be executed by each of the Constituent Corporations and
thereafter delivered to the Secretary of the State of Delaware
for filing and recording in accordance with applicable law,
unless this Agreement has been terminated pursuant to Section
4.02 herein.
ARTICLE FIVE
Effect of Merger
Section 5.01. Effect of Merger. At the Effective Time of
----------------
the Merger, the Constituent Corporations shall be a single
corporation, which shall be US Industrial, and the separate
existence of EIF Holdings shall cease except to the extent
provided by the laws of the States of Hawaii and Delaware. US
Industrial shall thereupon and thereafter possess all the rights,
privileges, immunities and franchises, of both a public and
private nature, of each of the Constituent Corporations; and all
property, real, personal and mixed, and all debts due on whatever
account, including subscriptions to shares, and all other choses
in action, and all and every other interest of, or belonging to,
or due to each of the Constituent Corporations, shall be taken
and deemed to be vested in US Industrial without further act or
deed; and the title to all real estate, or any interest therein,
vested in either of the Constituent Corporations shall not revert
or be in any way impaired by reason of the Merger. US Industrial
shall thenceforth be responsible and liable for all of the
liabilities and obligations of each of the Constituent
Corporations and any claim existing or action or proceeding
pending by or against either of the Constituent Corporations may
be prosecuted to judgment as if the Merger had not taken place,
or the Surviving Corporation may be substituted in its place, and
neither the rights of creditors nor any liens upon the property
of either of the Constituent Corporations shall be impaired by
the Merger. US Industrial shall assume any stock option or
similar employee benefits plan of EIF Holdings, and all
contractual rights of EIF Holdings for the issuance of shares of
the Old Common Stock, and such issuances or reserves for
issuances shall be of shares of New Common Stock on an as-
converted basis as set forth in Section 3.01 hereof.
Section 5.02. Business Combinations With American Eco. US
---------------------------------------
Industrial hereby acknowledges that American Eco Corporation, an
Ontario corporation ("American Eco"), beneficially owns 8,800,000
shares of Old Common Stock at the date of this Agreement and
further recognizes that, as a result of such stock ownership,
American Eco could be deemed to be an Interested Stockholder (as
that term is defined under Section 203 of the General Corporation
Law of the State of Delaware) of US Industrial after the
consummation of the Merger. US Industrial hereby represents and
warrants to EIF Holdings that the Board of Directors of US
Industrial has considered the stock ownership that American Eco
will have in US Industrial at the Effective Time of the Merger in
approving this Agreement. US Industrial further acknowledges
that, as a result of its assumption of all of EIF Holdings'
obligations pursuant to this Agreement and the consummation of
the Merger, American Eco will consummate a certain stock purchase
agreement pursuant to which American Eco will purchase 10,000,000
shares of New Common Stock. US Industrial hereby represents and
warrants to EIF Holdings that the Board of Directors of US
Industrial has approved such stock purchase.
ARTICLE SIX
Post Merger Undertakings
Section 6.01 Service of Process. US Industrial hereby
------------------
agrees that it may be served with process within the State of
Hawaii in any proceeding for the enforcement of any obligation of
EIF Holdings and in any proceeding for the enforcement of the
rights of any dissenting shareholder of EIF Holdings.
Section 6.02 Appointment of Agent for Service of Process.
-------------------------------------------
US Industrial shall appoint a resident of Hawaii as its duly
appointed agent to accept service of process delivered pursuant
to Section 6.01 herein. Such agency shall be deemed to be given
with an interest and shall be irrevocable.
Section 6.03 Payments to Dissenting Shareholders. US
-----------------------------------
Industrial shall promptly pay to any shareholders of EIF Holdings
who dissent from the Merger the amount, if any, to which such
dissenting shareholders shall be entitled with respect to the
Merger pursuant to applicable law.
ARTICLE SEVEN
Miscellaneous
Section 7.01 Further Actions. Each of the Constituent
---------------
Corporations shall take or cause to be taken all action, or do,
or cause to be done, all things necessary, proper or advisable
under the laws of the States of Hawaii and Delaware to consummate
and make effective the Merger following approval of the Merger by
the shareholders of EIF Holdings in accordance with the laws of
said States.
Section 7.02. Amendments. At any time prior to the
----------
Effective Time of the Merger (notwithstanding any shareholder
approval), if authorized by their respective Board of Directors,
the parties hereto may, by written agreement, amend or supplement
any of the provisions of this Agreement. Any written instrument
or agreement referred to in this section shall be validly and
sufficiently authorized for the purposes of this Agreement if
signed on behalf of each of the Constituent Corporations by a
person authorized to sign this Agreement.
Section 7.03. Counterparts. This Agreement may be
------------
executed in any number of counterparts, each of which shall be
deemed to be an original instrument, but all such counterparts
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Constituent Corporations,
pursuant to the approval and authority duly given by resolutions
adopted by their respective Board of Directors have caused this
Agreement and Plan of Merger to be executed by an authorized
officer of each party hereto, and the corporate seal affixed on
the date above first written.
U S INDUSTRIAL SERVICES, INC.
(a Delaware corporation)
By /s/ Frank J. Fradella
--------------------------
Name: Frank J. Fradella
Title: Chairman
By /s/ J. Drennan Lowell
--------------------------
Name: J. Drennan Lowell
Title: Secretary and Treasurer
EIF HOLDINGS, INC.
(a Hawaii corporation)
By /s/ Frank J. Fradella
--------------------------
Name: Frank J. Fradella
Title: Chairman
By /s/ J. Drennan Lowell
--------------------------
Name: J. Drennan Lowell
Title: Secretary and Treasurer
FOR FURTHER INFORMATION
J. Drennan Lowell
Vice President, Chief Financial Officer
(603)890-3680 Ext. 13
FOR IMMEDIATE RELEASE
EIF HOLDINGS ANNOUNCES REVERSE STOCK SPLIT AND MIGRATORY
MERGER AND NAME CHANGE
SALEM, NH, June 24, 1998 -- EIF Holdings, Inc. (OTCBB: EIFH) today
announced that the Company had completed a 10:1 reverse stock
split as approved by its shareholders in May. Immediately
thereafter, EIF Holdings was merged into its wholly owned
subsidiary, US Industrial Services, Inc., a Delaware corporation.
Upon the merger each outstanding share of EIF Holdings Common
Stock was exchanged for one share of US Industrial Services
Common Stock. The US Industrial Common Stock is traded on the
OTCBB under the symbol USIS.
Commenting on the transactions, Frank Fradella, Chairman and CEO
of US Industrial Services stated, "The US Industrial Services
name better describes what this company is about, which should
have a positive impact on our market identity. We expect that
the higher share price resulting from the reverse split, in
combination with changing the state of incorporation from Hawaii
to Delaware, will facilitate the Company's planned move toward
NASDAQ small cap qualification."
US Industrial Services, Inc., provides specialized maintenance
services for clients in the industrial, and environmental
sectors. The company offers a full range of services to clients
located throughout the United States.
# # #
