<PAGE> 1
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):
July 17, 1998
INTEGRA, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13177 13-3605119
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1060 First Avenue
King of Prussia, Pennsylvania 19406
(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code (610) 992-2600
Apogee, Inc., 1018 West Ninth Avenue, King of Prussia, Pennsylvania
(Former Name or Former Address, if Changed Since Last Report)
page 1 of 23 pages
Index to Exhibits at Page 4
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Item 5. Other Events.
On July 17, 1998, the Company filed an amendment to its
Certificate of Incorporation amending Article FIRST of its Certificate of
Incorporation to change the corporate name of the Company from Apogee, Inc. to
Integra, Inc. (the "Name Change Amendment"). The Name Change Amendment was
approved by the holders of a majority of the issued and outstanding shares of
common stock, $.01 par value (the "Common Stock"), of the Company, on July 15,
1998 at the Company's Annual Meeting of Stockholders.
On July 20, 1998, the Company's Common Stock commenced trading
on the American Stock Exchange under its new name Integra, Inc. and new symbol
"IGR". Previously, the Company's Common Stock traded under the symbol "APG".
page 2 of 23 pages
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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 hereunto duly authorized.
INTEGRA, INC.
By /s/ Mark D. Gibson
---------------------------------
Name: Mark D. Gibson
Title: Chief Financial Officer
Dated: August 12, 1998
page 3 of 23 pages
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<TABLE>
<CAPTION>
Index to Exhibits
Exhibit Sequential
Number Description Page Location
------ ----------- -------------
<S> <C> <C>
3. Amended and Restated Certificate of Incorporation of
the Company as amended to date. 5
99. Press Release dated July 17, 1998. 22
</TABLE>
page 4 of 23 pages
<PAGE> 1
Exhibit 3
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
APOGEE, INC.
Pursuant to Sections 242 and 245 of the
Delaware General Corporation Law
Apogee, Inc., a corporation existing under the laws of the
State of Delaware (the "Corporation"), does hereby certify as follows: the name
of the Corporation is Apogee, Inc.;
(a) the name under which the Corporation was originally
incorporated was New ACS, Ltd.;
(b) the Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover,
Delaware, on the 11th day of December, 1991;
(c) this Amended and Restated Certificate of
Incorporation has been duly adopted in accordance
with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware, (i)
the Board of Directors of the Corporation having duly
adopted a resolution approving such amendment and
restatement and declaring its advisability at a
meeting of the Board of Directors of the Corporation
duly called and held in conformity with the By-laws
of the Corporation and (ii) in lieu of a meeting and
vote of stockholders, the holders of the capital
stock of the Corporation having not less than the
minimum number of votes necessary to approve such
amendment and restatement at a meeting at which all
stockholders having a right to vote thereon were
present and voted having duly consented in writing to
the adoption of such amendment and restatement and
written notice thereof in accordance with Section
228(c) of the General Corporation Law of the State of
Delaware having been given to the stockholders who
did not so consent.
(d) the Certificate of Incorporation of the Corporation
is hereby amended and restated to read in full as
follows:
page 5 of 23 pages
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
APOGEE, INC.
THE UNDERSIGNED, for the purpose of forming a
corporation pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify
as follows:
FIRST: The name of the corporation is APOGEE, INC.
(the "Corporation").
SECOND: The address of the Corporation's registered
office in the State of Delaware is 32 Loockerman Square, Suite
L-100, Dover, Delaware 19901, County of Kent, and the name of
the Corporation's registered agent at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose for which the Corporation is
organized 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: The total number of shares of capital stock
which the Corporation shall have authority to issue is
1,000,000 shares of Preferred Stock, $.01 par value per share
(the "Preferred Stock"), and 20,000,000 shares of Common
Stock, $.01 par value per share (the "Common Stock"). The
powers, designations, preferences and relative, participating,
optional or other special rights, qualifications, limitations
or restrictions of the Preferred Stock and the Common Stock
shall be as follows:
1. (a) The Preferred Stock may be issued
from time to time as shares of one or more series of Preferred
Stock, and in the resolutions or resolutions providing for the
issue of shares of each particular series, before issuance,
the Board of Directors of the Corporation is expressly
authorized to fix:
(i) the distinctive designation of such series
and the number of shares which shall
constitute such series, which number may be
increased (except where otherwise provided
by the Board of Directors in creating such
series) or decreased (but not below the
number of shares thereof then outstanding)
from time to time by like action of the
Board of Directors;
(ii) the rate of dividends payable on such
series, whether or not dividends shall be
cumulative, the date or dates from which
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dividends shall accrue and, if cumulative,
the relationship which such dividends shall
bear to dividends payable on any other
series;
(iii) whether or not the shares of such series
shall be subject to redemption by the
Corporation and, if so, the times, prices
and other terms and conditions of such
redemption;
(iv) whether or not the shares of such series
shall be subject to the operation of a
sinking fund or a fund of a similar nature
and, if so, the terms thereof;
(v) the rights of the shares of each series in
case of liquidation, dissolution or winding
up of the Corporation, whether voluntary or
involuntary, or upon any distribution of its
assets;
(vi) whether or not the shares of such series
shall be convertible into or exchangeable
for shares of any other series or class of
stock of the Corporation and, if so, the
terms of conversion or exchange;
(vii) whether or not the shares of such series
shall have voting rights in addition to the
voting rights provided by law and in
paragraph 5 below and, if so, the nature and
extent thereof; and
(viii) the consideration to be received by the
Corporation for the shares of such series.
(b) shares of the Preferred Stock of any one series shall
be identical with each other in all respects except
as to the dates from which dividends thereon shall
accrue or be cumulative.
(c) In case the stated dividends and the amounts, if any,
payable on liquidation, dissolution or winding up of
the Corporation are not paid in full, the shares of
each series of the Preferred Stock, after the payment
in full of such dividends and amounts to all series
of the Preferred Stock ranking senior to such series
and before any payment to any series ranking junior
thereto, shall share ratably in the payment of
dividends, including accumulations, if any, in
accordance with the sums which would be payable on
said shares if all dividends were declared and paid
in full, and in any distribution of assets other than
by way of dividends, in accordance with the sums
which would be payable on such distribution if all
sums payable were discharged in full.
(d) Upon the issuance of any series of Preferred Stock, a
certificate setting forth the resolution or
resolutions (including the designation, description
and terms of such series) adopted by the Board of
Directors with respect to such series shall be made
and filed in accordance with the then applicable
requirements, if any, of the laws of the State of
Delaware, or, if no
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certificate is then so required, such certificate
shall be signed and acknowledged on behalf of the
Corporation by its President or a Vice President, and
its corporate seal shall be affixed thereto and
attested by its Secretary or an Assistant Secretary,
and such certificate shall be filed and kept on file
at the principal office of the Corporation in the
State of Delaware or at such other place or places as
the Board of Directors shall designate.
2. The holders of each series of the
Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, but only out of funds of
the Corporation legally available for the payment of
dividends, dividends in cash at the annual rate for such
series provided by the Board of Directors in the certificate
made pursuant to subparagraph (d) of paragraph 1 with respect
to such series, before any dividends shall be declared and
paid upon or set apart for the holders of any series of the
Preferred Stock ranking junior to such series as to dividends
or of any Junior Stock (as hereinafter defined), payable in
respect of each calendar quarter on a date, which shall be
provided by the Board of Directors in such certificate with
respect to such series, within fifty (50) days following the
end of such quarter. Such dividends on the Preferred Stock
shall be payable to holders of such series of record on the
date, not exceeding fifty (50) days preceding the dividend
payment date, fixed for such purpose by the Board of Directors
with respect to such series in advance of the payment of each
particular dividend.
3. If so provided by the Board of Directors
in the certificate made pursuant to subparagraph (d) of
paragraph 1 with respect to any series of the Preferred Stock,
the Corporation may redeem the whole or any part of such
series, at such time or times and from time to time and at
such redemption price or prices as may be provided by the
Board of Directors in such certificate and otherwise upon the
terms and conditions fixed by the Board of Directors for any
such redemptions.
4. In the event of any liquidation,
dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of each series of the
Preferred Stock then outstanding shall be entitled to receive,
after the payment in full of all amounts to which the holders
of all series of the Preferred Stock ranking senior thereto
are entitled, out of the assets of the Corporation, before any
distribution or payment shall be made to the holders of any
series of the Preferred Stock ranking junior to such series
upon liquidation, dissolution or winding up of the Corporation
or of any Junior Stock, the amount, if any, for each share
provided by the Board of Directors in the certificate made
pursuant to subparagraph (d) of paragraph 1. If payment shall
have been made in full to the holders of each series of the
Preferred Stock, the remaining assets of the Corporation shall
be distributed among the holders of the Junior Stock,
according to their respective rights and preferences and pro
rata in accordance with their respective holdings.
page 8 of 23 pages
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5. On all matters with respect to which
holders of the Preferred Stock or of certain series thereof
are entitled to vote as a single class, each holder of
Preferred Stock afforded such class voting right shall be
entitled to one vote for each share held.
6. For purposes of this Article FOURTH, the
term "Junior Stock" shall mean the Common Stock and any other
class of stock of the Corporation hereafter authorized which
shall rank junior to all series of the Preferred Stock as to
all dividends or preference on dissolution, liquidation or
winding up of the Corporation.
7. Subject to all rights of the Preferred
Stock, dividends may be paid on the Common Stock as and when
declared by the Board of Directors of the Corporation out of
any funds of the Corporation legally available for the payment
thereof.
8. After payment shall have been made in
full to the holders of the Preferred Stock in the event of any
liquidation, dissolution or winding-up of the affairs of the
Corporation, the remaining assets of the Corporation shall be
distributed to the holders of the Common Stock on a pro rata
basis.
9. Unless the Board of Directors shall
provide in any certificate made pursuant to subparagraph (d)
of paragraph 1 with respect to a series of the Preferred Stock
that the holders of shares of such series shall have voting
rights for the election of directors and for all other
purposes, the holders of the Common Stock shall possess full
voting power for the election of directors and for all other
purposes, each holder of Common Stock entitled to vote being
entitled to one vote for each share of Common Stock held of
record by such holder.
FIFTH: Subject to the provisions of the General
Corporation Law of the State of Delaware, the number of
directors of the Corporation shall be determined as provided
by the By-Laws.
SIXTH: The Corporation shall indemnify and hold
harmless any director, officer, employee or agent of the
Corporation from and against any and all expenses and
liabilities that may be imposed upon or incurred by him in
connection with, or as a result of, any proceeding in which he
may become involved, as a party or otherwise, by reason of the
fact that he is or was such a director, officer, employee or
agent of the Corporation, whether or not he continues to be
such at the time such expenses and liabilities shall have been
imposed or incurred, to the extent permitted by the laws of
the State of Delaware, as they may be amended from time to
time.
SEVENTH: In furtherance and not in limitation of the
general powers conferred by the laws of the State of Delaware,
the Board of Directors is
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expressly authorized to make, alter or repeal the By-Laws of
the Corporation, except as specifically stated therein.
EIGHTH: Whenever a compromise or 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.
NINTH: Except as otherwise required by the laws of
the State of Delaware, the stockholders and directors shall
have the power to hold their meetings and to keep the books,
documents and papers of the Corporation outside of the State
of Delaware, and the Corporation shall have the power to have
one or more offices within or without the State of Delaware,
at such places as may be from time to time designated by the
By-Laws or by resolution of the stockholders or Directors.
Elections of directors need not be by ballot unless the
By-Laws of the Corporation shall so provide.
TENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
ELEVENTH: 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)
for the unlawful payment of dividends or unlawful stock
purchases under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which
the director derived any improper personal benefit. If the
General Corporation Law of the State of Delaware is amended to
page 10 of 23 pages
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further eliminate or limit 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 General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and
shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such
repeal or modification.
TWELFTH: The Corporation expressly elects not to be
governed by the provisions of Section 203 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation caused its
corporate seal to be hereunto affixed and this Amended and
Restated Certificate of Incorporation to be signed by Caroline
H. Fleming, its Vice President, and attested by Robert A.
Ouimette, its Secretary, this 15th day of November, 1992.
APOGEE, INC.
By /s/ Caroline H. Fleming
-------------------------
Caroline H. Fleming
Vice President
(Corporate Seal)
ATTEST:
/s/ Robert A. Ouimette
-----------------------------
Robert A. Ouimette
Assistant Secretary
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CERTIFICATE OF DESIGNATION OF
8% CUMULATIVE PREFERRED STOCK
OF
APOGEE, INC.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
We, Caroline H. Fleming, Vice President, and Robert
A. Ouimette, Assistant Secretary, of Apogee, Inc., a
corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"),
in accordance with the provisions of Section 103 thereof, DO
HEREBY CERTIFY:
That pursuant to the authority conferred upon the
Board of Directors by Article Fourth of the Certificate of
Incorporation of the Corporation, and in accordance with the
provisions of Section 151 of the General Corporation Law of
the State of Delaware, on November 10, 1993, the Board of
Directors of the Corporation adopted the following resolution
creating a class of its Preferred Stock, $.01 par value,
designated as 8% Cumulative Preferred Stock:
RESOLVED, that pursuant to the
authority vested in the Board of
Directors of this Corporation in
accordance with the provisions of
Article Fourth of its Certificate of
Incorporation (the "Certificate of
Incorporation"), a class of Preferred
Stock, $.01 par value, of the
Corporation, be and it hereby is,
created, and that the designation and
amount thereof and the voting powers,
preferences and relative, participating,
optional and other special rights of the
shares of such class, and the
qualifications, limitations or
restrictions thereof, are as follows:
(1)Designation and Amount. An
aggregate of 10,000 shares of Preferred
Stock, $.01 par value, of the
Corporation are hereby constituted as a
class designated as "8% Cumulative
Preferred Stock." Such number of shares
may be increased or decreased by
resolution of the Board of Directors;
provided, that no decrease shall reduce
the number of shares of such class to a
number less than the
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number of shares of such class then
outstanding plus the number of shares of
such class reserved for issuance upon
the exercise of outstanding options,
rights or warrants or upon the
conversion of any outstanding securities
issued by the Corporation convertible
into shares of such class.
(2) Dividends. The holders
of the 8% Cumulative Preferred Stock
shall be entitled to receive dividends
in cash, when and as declared by the
Board of Directors, but only out of any
funds of the Corporation legally
available therefor. The dividend rate
for the 8% Cumulative Preferred Stock
shall be $8.00 per share per annum, and
shall be payable quarterly on March 31,
June 30, September 30 and December 31 in
each year commencing December 31, 1993.
If dividends with respect to the 8%
Cumulative Preferred Stock are to be
declared for any dividend period, then
not less than 20 days prior to the date
for payment of such dividend, the Board
of Directors shall by resolution declare
a dividend for such quarterly period,
out of funds legally available therefor,
at the rate prescribed herein. Dividends
shall be cumulative on shares of 8%
Cumulative Preferred Stock from the date
of original issuance thereof. If the
full amount of the dividends on the 8%
Cumulative Preferred Stock, including
all accumulated and unpaid dividends,
payable upon any quarterly payment date
is not so paid, then such dividends
shall cumulate until so paid. No
interest, or sum of money in lieu of
interest, shall be payable in respect of
any dividend payment or payments on the
8% Cumulative Preferred Stock that may
be in arrears. If full cumulative
dividends are not paid on the 8%
Cumulative Preferred Stock, all
dividends declared on shares of the 8%
Cumulative Preferred Stock shall be paid
pro rata to the holders of the
outstanding 8% Cumulative Preferred
Stock. So long as any shares of 8%
Cumulative Preferred Stock are
outstanding, the Corporation shall not
declare, pay or set aside for payment
any dividends or
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other distributions in respect of Junior
Stock (as hereinafter defined), other
than dividends payable in shares of
Common Stock to all holders of Common
Stock, or call for redemption
or redeem any shares of Junior Stock
unless full cumulative dividends for all
past dividend periods shall have been
declared and paid on the 8% Cumulative
Preferred Stock.
(3) Liquidation, Dissolution or
Winding Up. The amount payable on the 8%
Cumulative Preferred Stock in the event
of any liquidation, dissolution or
winding up of the Corporation, whether
voluntary or involuntary, shall be $100
per share plus an amount equal to all
dividends per share accrued (whether or
not declared) during the dividend period
in which such liquidation, dissolution
or winding up occurs and all cumulated
and unpaid dividends per share accrued
during prior dividend periods. The
merger or consolidation of the
Corporation into or with another
corporation, the merger or consolidation
of any other corporation into or with
the Corporation, or the sale, transfer,
mortgage, pledge or lease of all or
substantially all the assets of the
Corporation shall not be deemed to be a
liquidation, dissolution or winding up
of the Corporation.
(4) Redemption. (a) The
Corporation shall have the right, but
not the obligation, to redeem all or
part of the outstanding shares of the 8%
Cumulative Preferred Stock at any time
or from time to time. The price at which
such stock shall be redeemed shall be
$100 per share plus an amount equal to
all dividends per share accrued (whether
or not declared) during the dividend
period in which the redemption occurs
and all cumulated and unpaid dividends
per share, if any, accrued during prior
dividend periods. If less than all of
the outstanding shares of the 8%
Cumulative Preferred Stock shall be
redeemed, the particular shares to be
redeemed shall be allocated among the
holders
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of the 8% Cumulative Preferred
Stock on a pro rata basis.
(b) Notice of any redemption
specifying the date fixed for said
redemption and the place where the
amount to be paid upon redemption is
payable shall be mailed, postage
prepaid, at least 30 days, but not more
than 60 days, prior to said redemption
date to the holders of record of the 8%
Cumulative Preferred Stock to be
redeemed at their respective addresses
as the same shall appear on the books of
the Corporation. If such notice of
redemption shall have been so mailed,
and if on or before the redemption date
specified in such notice all funds
necessary for such redemption shall have
been set aside by the Corporation
separate and apart from its other funds,
in trust for the account of the holders
of the shares to be redeemed (and so as
to be and continue to be available
therefor), then, on and after said
redemption date, notwithstanding that
any certificate for shares of the 8%
Cumulative Preferred Stock so called for
redemption shall not have been
surrendered for cancellation, the shares
represented thereby so called for
redemption shall be deemed to be no
longer outstanding, the right to receive
dividends thereon shall cease to accrue,
and all rights with respect to such
shares of the 8% Cumulative Preferred
Stock so called for redemption shall
forthwith cease and terminate, except
only the right of the holders thereof to
receive out of the funds so set aside in
trust, the amount payable on redemption
thereof, but without interest. However,
if such notice of redemption shall have
been so mailed, and if prior to the date
of redemption specified in such notice
said funds shall be deposited in trust
for the account of the holders of the
shares to be redeemed (and so as to be
and continue to be available therefor),
with a bank or trust company named in
such notice doing business in the
Borough of Manhattan in the City of New
York and having capital, surplus and
undivided profits of at least
$50,000,000,
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<PAGE> 12
thereupon and without awaiting the
redemption date, all shares of 8%
Cumulative Preferred Stock with
respect to which such notice shall have
been mailed and such deposit shall have
been so made shall be deemed to be no
longer outstanding, and all rights with
respect to such shares of 8% Cumulative
Preferred Stock shall forthwith, upon
such deposit in trust, cease and
terminate, except only the right of the
holders thereof on or after the
redemption date to receive from such
deposit the amount payable on redemption
thereof, but without interest. In case
the holders of shares of 8% Cumulative
Preferred Stock which shall have been
redeemed shall not within three years
after the redemption date claim any
amount so deposited in trust for the
redemption of such shares, such bank or
trust company shall, upon demand, pay
over to the Corporation any such
unclaimed amount so deposited with it,
and shall thereupon be relieved of all
responsibility in respect thereof, and
thereafter the holders of such shares
shall look only to the Corporation for
payment of the redemption price thereof,
but without interest.
(c) Any then outstanding shares
of 8% Cumulative Preferred Stock shall
be redeemed by the Corporation on
December 31, 1998. Such redemption shall
be at a redemption price and shall be
effected in the same manner and with the
same effect as provided in paragraphs
(a) and (b) hereof for the redemption of
shares of 8% Cumulative Preferred Stock
at the option of the Corporation.
(d) Any then outstanding shares
of 8% Cumulative Preferred Stock shall
be redeemed by the Corporation upon the
closing of the initial sale to the
public by the Corporation of shares of
its capital stock pursuant to a
registration statement filed with and
declared effective by the Securities and
Exchange Commission under the Securities
Act of 1933, as amended. Such redemption
shall be at a redemption price and shall
be effected in the
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<PAGE> 13
same manner and with the same effect as
provided in paragraphs (a) and (b) hereof
for the redemption of shares of 8%
Cumulative Preferred Stock at the option of
the Corporation.
(e) For purposes hereof:
"Junior Stock" shall mean the
Common Stock of the Corporation, any other
stock over which the 8% Cumulative Preferred
Stock has a preference as to payment of
dividends or as to distribution of assets
and any securities of whatever form which
are convertible into or exchangeable for
Junior Stock.
(5) Amendment. The consent of the
holders of at least two-thirds of the
outstanding shares of the 8% Cumulative
Preferred Stock, given in person or by
proxy, either in writing or at a special
meeting called for the purpose, shall be
necessary to effect or validate any one or
more of the following:
(a) the authorization
of, or any increase in the
authorized amount of, any
additional class of stock of
the Corporation ranking prior
to or on a parity with the 8%
Cumulative Preferred Stock; or
(b) the amendment,
change or alteration of the
Certificate of Incorporation of
the Corporation so as to affect
adversely the rights or
preferences of the 8%
Cumulative Preferred Stock or
the holders thereof.
This Certificate of Designation was authorized by
resolution duly adopted by the Board of Directors of the
Corporation at a meeting thereof held on November 10, 1993.
IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be hereunder affixed and this Certificate of
Designation to be signed by
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<PAGE> 14
Caroline H. Fleming, its Vice President, and attested to by
Robert A. Ouimette, its Assistant Secretary, on the 17th day
of November, 1993.
AAPOGEE, INC.
/s/ Caroline H. Fleming
-------------------------------
Caroline H. Fleming
Vice President
[SEAL]
Attest:
/s/ Robert A. Ouimette
-------------------------------
Robert A. Ouimette
Assistant Secretary
page 18 of 23 pages
<PAGE> 15
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * *
Apogee, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is
The Prentice-Hall Corporation System, Inc., 1013 Centre Road,
Wilmington, DE 19805 and the present registered office of the
corporation is in the county of New Castle.
The Board of Directors of Apogee, Inc. adopted the
following resolution on the 10th day of September, 1997.
Resolved, that the registered office of Apogee, Inc. in the
state of Delaware be and it hereby is changed to Corporation
Trust center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, and the authorization of the present
registered agent of this corporation be and the same is hereby
withdrawn, and The Corporation Trust Company, shall be and is
hereby constituted and appointed the registered agent of this
corporation at the address of its registered office.
In Witness Whereof, Apogee, Inc. has caused this
statement to be signed by Robert A. Ouimette, its Assistant
Secretary*, this 10th day of September 1997.
/s/ Robert A. Ouimette
----------------------
*Any authorized officer or the chairman or Vice-Chairman of the
Board of Directors may execute this certificate.
page 19 of 23 pages
<PAGE> 16
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
APOGEE, INC.
Pursuant to Section 242 of
the General Corporation Law of
the State of Delaware
Apogee, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The Amended and Restated Certificate of Incorporation
of the Corporation is hereby amended by deleting Article FIRST of the
Certificate of Incorporation in its present form and substituting therefor a new
Article FIRST in the following form:
"FIRST: The name of the corporation is Integra, Inc. (the
"Corporation")."
SECOND: The amendment to the Amended and Restated Certificate
of Incorporation of the Corporation set forth in this Certificate of Amendment
has been duly adopted in accordance with the applicable provisions of Section
242 of the General Corporation Law of the State of Delaware, (a) the Board of
Directors of the Corporation having duly adopted a resolution setting forth such
amendment and declaring its advisability by means of a written consent in lieu
of a meeting of the Board of Directors of the Corporation and (b) at a meeting
and vote of
page 20 of 23 pages
<PAGE> 17
stockholders, the holders of a majority of the issued and outstanding capital
stock of the Corporation having voted in favor of the adoption of such
amendment.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Amendment as of the 15th day of July, 1998.
APOGEE, INC.
By /s/ Lawrence M. Davies
------------------------------
Name: Lawrence M. Davies
Title: President
page 21 of 23 pages
<PAGE> 1
Exhibit 99
APOGEE, INC. CHANGES ITS NAME TO INTEGRA, INC.; COMPANY'S STOCK SYMBOL
TO BE CHANGED FROM APG TO IGR
July 17, 1998 11:07 AM EDT
KING OF PRUSSIA, Pa., July 17 /PRNewswire/ -- Apogee, Inc. (Amex: APG)
announced today it has received approval from its Board of Directors
and shareholders to change the name of the Company to Integra, Inc.
(Amex: IGR). The vote occurred on July 15, 1998, at the Company's
annual meeting of stockholders.
The new name reflects the Company's previously announced decision to
focus on its successful Integra behavioral managed care division. The
sale of its outpatient behavioral group practices to PsychPartners,
L.L.C., was completed in May 1998.
"The Integra name is well established and respected within the
behavioral health and science community for providing quality managed
care services," said Lawrence M. Davies, President and Chief Operating
Officer of Integra. "The change will more accurately demonstrate the
Company's primary concentration in managed behavioral healthcare, and
further the Company's repositioning activities."
Effective Monday, July 20, the stock symbol for the Company will change
from APG to IGR on the American Stock Exchange. The name change does
not require current stockholders to surrender stock certificates. All
new certificates issued will bear the Integra name.
Integra, Inc., based in King of Prussia, Pennsylvania, provides managed
behavioral health care services and offers full and shared risk
arrangements to employers and managed care organizations to perform
behavioral health services on a capitated, sub-capitated and case rate
basis. In addition, the Company provides other behavioral health
services including: employee assistance programs, third party clinical
case management and claims adjudication. Integra currently provides
services to over 900,000 covered lives.
Matters discussed above contain forward-looking statements that are
based on the Company's estimated assumptions and projections. Major
factors which could cause results to differ materially from those
expected by management include: the timing and nature of reimbursement
charges, the nature of changes in laws and regulations that govern
various aspects of the Company's business, new criteria adopted to
determine medical necessity for behavioral health services, the outcome
of post-payment reviews of the Company's billings to Medicare patients
in long-term care facilities, including a review in the State of
Florida by the Department of Justice, successful renegotiation of the
Company's Credit Facility, changes in procedures by third party payors,
pricing of managed care and other third party contracts, the number and
productivity of clinicians, the direction and success of competitors,
management retention and unanticipated market changes. The above should
be read in conjunction with the Company's consolidated Financial
Statement and notes
page 22 of 23 pages
Index to Exhibits at Page 4
<PAGE> 2
thereto in its Form 10-K as well as the current Form 10-Q reports. The
Company does not undertake any obligation to update the information
contained herein, which speaks only as of this date. SOURCE: Integra,
Inc.
page 23 of 23 pages
