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):
November 27, 1996
THE SCOTSMAN GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland 033-68444 52-0665775
State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
8211 Town Center Drive
Baltimore, Maryland 21236
(Address of principal executive offices) (Zip Code)
(410) 931-6000
(Registrant's telephone number)
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Item 5. Other Events.
On December 2, 1996, The Scotsman Group, Inc. (the "Registrant") filed
Articles of Amendment with the Maryland State Department of Assessments and
Taxation (the "SDAT") which will, when they become effective, amend the
Registrant's Charter to, among other things, reflect the change of the
Registrant's name to Williams Scotsman, Inc. On the same date, the SDAT issued a
certificate which acknowledged that the Articles of Amendment were received and
approved for record. The Articles of Amendment shall become effective on January
1, 1997.
The Registrant's decision to change its name and in accordance
therewith, amend its Charter, was approved by the unanimous written consent of
its Board of Directors and of its sole stockholder, Scotsman Holdings, Inc., on
November 27, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SCOTSMAN GROUP, INC.
Date: December 11, 1996 By: /s/ Gerard E. Holthaus
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Gerard E. Holthaus
President
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EXHIBIT INDEX
Page
3(i). Amended and Restated Charter reflecting Articles of
Amendment dated December 2, 1996 (compiled for
purposes of this filing only). 5
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EXHIBIT 3(i). AMENDED AND RESTATED CHARTER REFLECTING ARTICLES OF AMENDMENT
DATED DECEMBER 2, 1996
AMENDED AND RESTATED CHARTER
FIRST: The name of the corporation (which is hereinafter called the
"Corporation") is:
Williams Scotsman, Inc.
SECOND: (a) The purposes for which and any of which the Corporation
is formed and the business and objects to be carried on and promoted by it are:
(1) To buy, sell, lease, distribute, manufacture, construct,
repair, deal in and deal with, store and transport mobile offices, road
trailers, modular building structures, and storage products and containers of
all types.
(2) To engage in any one or more businesses or transactions,
or to acquire all or any portion of the securities of any entity engaged in any
one or more businesses or transactions which the Board of Directors of the
Corporation may from time to time authorize or approve, whether or not related
to the businesses described elsewhere in this Article or to any other business
at the time or theretofore engaged in by the Corporation.
(b) The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the terms of any other
clause of this or any other Article of the Charter of the Corporation, and each
shall be regarded as independent; and they are intended to be and shall be
construed as powers as well as purposes and objects of the Corporation and shall
be in addition to and not in limitation of the general powers of corporations
under the General Laws of the State of Maryland.
FOURTH: The present address of the principal office of the
Corporation in this State is 8211 Town Center Drive, Baltimore, Maryland 21236.
FIFTH: The name and address of the resident agent of the
Corporation are John B. Ross, 8211 Town Center Drive, Baltimore, Maryland 21236.
The resident agent is a citizen and resident of the State of Maryland.
SIXTH: (a) The total number of shares of stock which the
Corporation has authority to issue is 10,000,000 shares of capital stock, par
value $0.01 per share. All such shares are of one class and are classified as
"Common Stock."
SEVENTH: The number of directors of the Corporation shall be
four, which number may be increased or decreased pursuant to the By-Laws of the
Corporation, but shall never be less than the minimum number permitted by the
General Laws of the State of Maryland now or hereafter in force. The names of
the directors who will serve until the first annual meeting and until their
successors are elected and qualify are as follows: Trace Butler, Barry P.
Gossett, Richard G. Jackson and Albert Leland.
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EIGHTH: (a) The following provisions are hereby adopted for the
purpose of defining, limiting and regulating the powers of the Corporation and
of the directors and stockholders:
(1) The Board of Directors of the Corporation is hereby
empowered to authorize the issuance from time to time of shares of its stock of
any class, whether now or hereafter authorized, or securities convertible into
shares of its stock of any class or classes, whether now or hereafter
authorized, for such consideration as may be deemed advisable by the Board of
Directors and without any action by the stockholders.
(2) No holder of any stock or any other securities of the
Corporation, whether now or hereafter authorized, shall have any preemptive
right to subscribe for or purchase any stock or any other securities of the
Corporation other than such, if any, as the Board of Directors, in its sole
discretion, may determine and at such price or prices and upon such other terms
as the Board of Directors, in its sole discretion, may fix; and any stock or
other securities which the Board of Directors may determine to offer for
subscription may, as the Board of Directors in its for sole discretion shall
determine, be offered to the holders of any class, series or type of stock or
other securities at the time outstanding to the exclusion of the holders of any
or all other classes, series or types of stock or other securities at the time
outstanding.
(3) The Board of Directors of the Corporation shall,
consistent with applicable law, have power in its sole discretion to determine
from time to time in accordance with sound accounting practice or other
reasonable valuation methods what constitutes annual or other net profits,
earnings, surplus, assets, liabilities, or net assets in excess of capital; to
fix and vary from time to time the amount to be reserved as working capital, or
determine that retained earnings or surplus shall remain in the hands of the
Corporation; to set apart out of any funds of the Corporation such reserve or
reserves in such amount or amounts and for such proper purpose or purposes as it
shall determine and to abolish any such reserve or any part thereof; to
distribute and pay distributions or dividends in stock, cash or other securities
or property, out of surplus or any other funds or amounts legally available
therefor, at such times and to the stockholders of record on such dates as it
may, from time to time, determine; and to determine whether and to what extent
and at what times and places and under what conditions and regulations the
books, accounts and documents of the Corporation, or any of them, shall be open
to the inspection of stockholders, except as otherwise provided by statute or by
the By-Laws, and, except as so provided, no stockholder shall have any right to
inspect any book, account or document of the Corporation unless authorized so to
do by resolution of the Board of Directors.
(4) Unless the By-Laws otherwise provide, any officer or
employee of the Corporation (other than a director) may be removed at any time
with or without cause by the Board of Directors or by any committee or superior
officer upon whom such power of removal may be conferred by the By-Laws or by
authority of the Board of Directors.
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(5) Notwithstanding any provision of law requiring the
authorization of any action by a greater proportion than a majority of the total
number of shares of all classes of capital stock or of the total number of
shares of any class of capital stock, such action shall be valid and effective
if authorized by the affirmative vote of the holders of a majority of the total
number of shares of all classes outstanding and entitled to vote thereon, except
as otherwise provided in the charter.
(6) The Corporation shall indemnify (A) its directors and
officers, whether serving the Corporation or at its request any other entity, to
the full extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (B) other employees and
agents to such extent as shall be authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such by-laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of the
charter of the Corporation shall limit or eliminate the right to indemnification
provided hereunder with respect to acts or omissions occurring prior to such
amendment or repeal.
(7) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its stockholders
for money damages. No amendment of the charter of the Corporation or repeal of
any of its provisions shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to any act or omission
which occurred prior to such amendment or repeal.
(8) The Corporation reserves the right from time to time to
make any amendments of its charter which may now or hereafter be authorized by
law, including any amendments changing the terms or contract rights, as
expressly set forth in its charter, of any of its outstanding stock by
classification, reclassification or otherwise.
(9) A contract or other transaction between the Corporation
and any of its directors or between the Corporation and any other Corporation,
firm or other entity in which any of its directors is a director or has a
material financial interest is not void or voidable solely because of any one or
more of the following: the common directorship or interest; the presence of the
director at the meeting of the Board Of Directors which authorizes, approves, or
ratifies the contract or transaction; or the counting of the vote of the
director for the authorization, approval, or ratification of the contract or
transaction.
This Section applies if:
(a) the fact of the common directorship or interest is disclosed or known
to: the Board of Directors and the Board authorizes, approves, or ratifies the
contract or transaction by the affirmative vote of a majority of disinterested
directors, even if the disinterested directors constitute less than a quorum; or
the stockholders entitled to vote, and the contract or transaction is
authorized, approved, or ratified by a majority of the votes cast by the
stockholders entitled to vote other than the votes of shares owned of record or
beneficially by the interested director or Corporation, firm, or other entity;
or
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(b) the contract or transaction is fair and reasonable to the Corporation.
Common or interested directors or the stock owned by them or by an
interested Corporation, firm, or other entity may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or at a meeting of
the stockholders, as the case may be, at which the contract or transaction is
authorized, approved, or ratified. If a contract or transaction is not
authorized, approved, or ratified in one of the ways provided for in clause (a)
of the second sentence of this Section, the person asserting the validity of the
contract or transaction bears the burden of proving that the contract or
transaction was fair and reasonable to the Corporation at the time it was
authorized, approved, or ratified. The procedures in this Section do not apply
to the fixing by the Board of Directors of reasonable compensation for a
director, whether as a director or in any other capacity.
(b) The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of the charter of the Corporation, or construed as or deemed by
inference or otherwise in any manner to exclude or limit any powers conferred
upon the Board of Directors under the General Laws of the State of Maryland now
or hereafter in force.
NINTH: The duration of the Corporation shall be perpetual.
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