Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 117 564K
10: EX-10.10 Amendment #1 Stock Option Plan 4 23K
11: EX-10.11 Amendment #2 Stock Option Plan 1 9K
12: EX-10.12 Amendment #3 Stock Option Plan 2 13K
13: EX-10.13 Loan Agreement 22 71K
14: EX-10.14 Amendment #1 Loan Agreement 2 13K
15: EX-10.15 Amendment #2 Loan Agreement 2 14K
16: EX-10.16 Credit Agreement 141 486K
17: EX-10.17 Amendment #1 Credit Agreement 21 35K
18: EX-10.18 Amendment #2 Credit Agreement 4 17K
2: EX-10.2 Stock Purchase Agreement 45 213K
19: EX-10.20 Saturn Membership Regulations 38 131K
20: EX-10.21 Amendment #1 Membership Regulations 1 10K
21: EX-10.22 Amendment #2 Membership Regulations 4 21K
22: EX-10.23 Amendment #3 Membership Regulations 1 10K
23: EX-10.24 Amendment #4 Membership Regulations 1 11K
24: EX-10.25 Sublease 8 35K
25: EX-10.26 Amendment to Sublease 1 12K
3: EX-10.3 Methuen Division 21 100K
4: EX-10.4 Stock Purchase Agreement 6 31K
5: EX-10.5 Agreement and Plan of Merger 44 222K
6: EX-10.6 Split Dollar Agreement 12 40K
7: EX-10.7 Independent Contractor 6 26K
8: EX-10.8 Amendment to Independent Contractor 1 11K
9: EX-10.9 Saturn Stock Option Plan 12 46K
26: EX-23.1 Consent Pricewaterhousecoopers LLP 1 9K
27: EX-23.2 Consent Ernst & Young 1 9K
28: EX-27.1 Financial Data Schedule 1 11K
EX-10.22 — Amendment #2 Membership Regulations
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EXHIBIT 10.22
AMENDMENT NO. 2 TO MEMBERSHIP REGULATIONS
The undersigned members of SATURN ELECTRONICS TEXAS, L.L.C. (the "Company")
hereby amend the Membership Regulations of the Company dated February 25, 1998,
as amended by an Amendment No. 1 dated September 21, 1998 (the "Regulations") as
follows:
1. Creation of New Class of Interests. The Members hereby create two classes
of Interests by deleting the definition of "Interest" in Section I of the
Regulations and replacing it with the following definition:
"Interest" means a Member's share of the Profits and Losses of, and the
right to receive distributions from, the Company. The Interests of the
Company shall consist of two classes, Voting Interests and Non-Voting
Interests. The Voting Interests shall have full voting rights. The
Non-Voting Interests shall be identical to the Voting Interests except that
Members holding Non-Voting Interests shall have no voice or vote in any
matter requiring the consent or approval of the Members under these
Regulations, the Act or otherwise, including, but not limited to, no right
to vote on or approve the matters specified in Section 5.1.3 of these
Regulations."
2. Amendment of Other Definitions and New Definitions. The definitions of
"Membership Rights" and "Percentage" set forth in Section I of the
Regulations are deleted and replaced with the following definitions, and
new definitions for "Non-Voting Interest," "Voting Class Percentage" and
"Voting Interest" are added:
"Membership Rights" means all of the rights of a Member in the Company,
including a Member's: (i) right to a share of the Profits and Losses of,
and to receive distributions from, the Company; (ii) right to inspect the
Company's books and records; (iii) right to participate in the management
and affairs of, and to vote on matters coming before, the Company to the
extent set forth in these Regulations; provided, however, Members holding
Non-Voting Interests shall not have the rights specified in this subsection
(iii); and (iv) unless these Regulations or the Articles of Organization
provide to the contrary, right to act as an agent of the Company."
"Non-Voting Interest" means an Interest in the Company which does not have
voting rights and which is described in the definition of "Interest."
"Percentage" means, as to a Member, the percentage set forth after the
Member's name on Exhibit A under the column "Total Percentages," as amended
from time to time, and as to any holder of any Interest who is not a
Member, the Percentage of the Member whose Interest has been acquired by
such holder, to the extent the holder has succeeded to that Member's
Interest.
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"Voting Class Percentage" means, as to a Member, the percentage of
Voting Interests set forth after the Member's name on Exhibit A under
the column "Class Percentages."
"Voting Interest" means an Interest in the Company which has voting
rights and which is described in the definition of "Interest."
3. Meetings of and Voting by Members. Subsections 5.2.1 and 5.2.2 of the
Regulations are deleted in their entireties and amended to read as
follows:
"5.2. Meetings of and Voting by Members.
5.2.1. A meeting of the Members may be called at any time by the
Manager or by those Members holding at least thirty percent
(30%) of the Voting Class Percentages then held by Members
holding Voting Interests. Meetings of Members shall be held at
the Company's registered office or at any place in Southeastern
Michigan designated by the Person calling the meeting. Not less
than three (3) nor more than thirty (30) days before each
meeting, the Person calling the meeting shall give written notice
of the meeting to each Member entitled to vote at the meeting.
The notice shall state the time, place, and purpose of the
meeting. Notwithstanding the foregoing provisions, each Member
who is entitled to notice waives notice if before or after the
meeting the Member signs a waiver of the notice that is filed
with the records of Members' meetings, or is present at the
meeting in person or by proxy. Unless these Regulations provide
otherwise, at a meeting of Members, the presence in person or by
proxy of Members holding not less than seventy-five percent
(75%) of the Voting Class Percentages then held by Members
holding Voting Interests constitutes a quorum. A Member may vote
either in person or by written proxy signed by the Member or by
its duly authorized attorney in fact.
5.2.2. Wherever these Regulations require the determination or approval
of the Members as set forth in Section 5.1.3, the affirmative
vote of Members holding seventy-five percent (75%) or more of
the Voting Class Percentages then held by Members holding Voting
Interests shall be required to approve the matter."
4. Management Incentives. The following is added to the end of Section 6.5
of the Regulations:
"Any Interests granted by the Company and/or Transferred by the Members
as part of any management incentive program shall consist solely of
Non-Voting Interests."
5. Dissolution. Section 7.1 of the Regulations is deleted in its entirety
and amended to read
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as follows:
"7. 1. Events of Dissolution.
The Company shall be dissolved and its affairs wound up upon the
happening of any of the following events:
7.1.1. When the period fixed for its duration in the Articles has
expired; or
7.1.2. upon the written agreement of the Members holding Voting
Interests; or
7.1.3. upon the written request of any Member holding more than thirty
percent (30%) of the Voting Class Percentages if the products
manufactured and/or sold by the Company do not qualify for
minority sourced credit by the original equipment manufacturers
ultimately purchasing the products. Before such written request
is made, the Members shall use their best efforts to requalify
such products for minority sourced credit within one hundred
eighty (180) days. In the event the disqualification is the
result of the existing ownership structure of the Company as of
February 25, 1998, the Members shall proceed to change the
ownership structure of the Company pursuant to the provisions of
Section 6.1.4. For purposes of the operation of Section 6.1.4,
the date of the Saturn Transfer Notice shall be the date the
Company receives notice that its products no longer qualify as
minority sourced products; or
7.1.4. upon the written request of any Member holding more than thirty
percent (30%) of the Voting Class Percentages in the event any
other Member (the "Competing Member") makes an investment,
either directly or indirectly, of greater than thirty percent
(30%) in any business that supplies Battery Cables, Ground
Straps or Trailer Tow Harnesses to Automotive Customers in the
Territory.
In an attempt to avoid dissolution of the Company pursuant to
this Section 7.1.4, the Competing Member shall give written
notice to the other Members of its intention to make such an
investment on the date of signing of a memorandum of
understanding regarding such investment. The other Members
holding Voting Interests shall have the right to call a meeting
of the Members to discuss the subject of the competing
investment. Following such meeting, any non-Competing Member
holding more than thirty percent (30%) of the Voting Class
Percentages shall have the right to proceed with dissolution of
the Company or compel the sale of the Competing Member's
Interest pursuant to the procedures set forth in Section 6.1.4.
For purposes of the operation of Section 6.1.4, the date of the
Transfer Notice referenced in Section 6.1.4 shall be the date
that the Competing Member signs a memorandum of understanding."
6. Amendments to Regulations. The third sentence of Section 9.4 of the
Regulations is
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amended in its entirety to read as follows:
"Except as expressly provided otherwise herein, these Regulations may
not be amended without the written consent of all of the Members holding
Voting Interests."
7. Ratification of Regulations. All other terms and provisions of the
Regulations are ratified and affirmed and remain in full force and
effect.
This Amendment is signed by all the members of the Company as of the
28th day of February, 1999.
SATURN ELECTRONICS & ENGINEERING, INC.
By /s/ W. Tsuha
-------------------------------------------------
Wallace K. Tsuha, Jr.
Chairman, CEO and President
UNITED TECHNOLOGIES AUTOMOTIVE, INC.
By /s/ Edwin L. Buker
-------------------------------------------------
Edwin L. Buker
President, Electrical Systems - Americas
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/29/00 | | | | | | | None on these Dates |
| | 9/21/98 | | 1 |
| | 2/25/98 | | 1 | | 3 |
| List all Filings |
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