Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Texas Standard Oil Company 101 474K
2: EX-2.1 Purchase and Sale Agreement 23 80K
3: EX-3.1 Articles of Incorporation 4 12K
4: EX-3.2 Articles of Amendment of Articles of Incorporation 7 20K
5: EX-3.3 Amended and Restated Bylaws 12 42K
6: EX-5.1 Opinion of Haynes and Boone, LLP 3 13K
7: EX-10.1 Promissory Note to Roberson Oil Company 2 11K
8: EX-10.3 2002 Equity Incentive Plan 17 85K
9: EX-23.2 Consent of Hein & Associates LLP 1 7K
10: EX-23.3 Consent of Ryder Scott Company, L.P. 1 7K
11: EX-99.1 Form of Letter to Record Holders 2± 8K
12: EX-99.2 Form of Letter to Clients 2 11K
13: EX-99.3 Form of Letter of Transmittal 8 41K
EX-3.2 — Articles of Amendment of Articles of Incorporation
| EX-3.2 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 3.2
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TEXAS STANDARD OIL COMPANY
PURSUANT to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation adopted the following amendments to
its Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is Texas Standard Oil Company.
ARTICLE TWO
The following amendments to the Articles of Incorporation were adopted
by all of the shareholders of the Corporation entitled to vote thereon by a
written unanimous consent dated January 4, 2002:
1. ARTICLE IV of the Articles of Incorporation of the Corporation is
amended in its entirety so that, as amended, ARTICLE IV shall be and read as
follows:
"ARTICLE IV
The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is One Hundred Ten Million
(110,000,000) shares, consisting of: (i) One Hundred Million (100,000,000)
shares of common stock, par value $.01 per share (the "Common Stock"), and (ii)
Ten Million (10,000,000) shares of preferred stock, par value $.001 per share
(the "Preferred Stock"). Shares of any class of capital stock of the Corporation
may be issued for such consideration and for such corporate purposes as the
Board of Directors of the Corporation (the "Board of Directors") may from time
to time determine.
1
A. COMMON STOCK. Each share of Common Stock of the Corporation shall
have identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the shareholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held. Subject to the prior rights and preferences, if any,
applicable to shares of any Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock, or otherwise) as may be declared thereon by the Board
of Directors at any time from time to time out of any funds of the Corporation
legally available therefor. Subject to the prior rights and preferences, if any,
applicable to shares of any Preferred Stock or any series thereof, in the event
of any voluntary or involuntary liquidation, dissolution, or winding-up of the
Corporation, the holders of shares of the Common Stock shall be entitled to
receive all of the remaining assets of the Corporation available for
distribution to its shareholders, ratably in proportion to the number of shares
of the Common Stock held by them. A liquidation, dissolution, or winding-up of
the Corporation, as such terms are used in this paragraph, shall not be deemed
to be occasioned by or to include any consolidation or merger of the Corporation
with or into any other corporation or corporations or other entity or a sale,
lease, exchange, or conveyance of all or a part of the assets of the
Corporation.
B. PREFERRED STOCK. The Preferred Stock may be divided into and issued
from time to time in one or more series as may be fixed and determined by the
Board of Directors. The relative rights and preferences of the Preferred Stock
of each series shall be such as shall be stated in any resolution or resolutions
adopted by a majority
2
vote of the Board of Directors setting forth the designation of the series and
fixing and determining the relative rights and preferences thereof (a
"Directors' Resolution"). The Board of Directors is hereby authorized to fix and
determine the powers, designations, preferences, and relative, participating,
optional or other rights, as between series and as between the Preferred Stock
or any series thereof and the Common Stock, and the qualifications, limitations
or restrictions thereof, if any, including, without limitation, full or limited
voting powers, preferential rights to receive dividends or assets upon
liquidation, rights of conversion or exchange into Common Stock, Preferred Stock
or any series of other securities, any right of the Corporation to exchange or
convert shares into Common Stock, Preferred Stock or any series of other
securities, or any redemption provision or sinking fund provisions, all as shall
be stated in a Directors' Resolution. The shares of Preferred Stock or any
series thereof may have full or limited voting powers, or be without voting
powers, all as shall be stated in a Directors' Resolution. Except where
otherwise set forth in the Directors' Resolution providing for the issuance of
any series of Preferred Stock, the number of shares comprising such series may
be increased or decreased (but not below the number of shares then outstanding)
from time to time by like action of the Board of Directors. The shares of
Preferred Stock of any one series shall be identical with the other shares in
the same series in all respects except as to the dates from and after which
dividends thereon shall cumulate, if cumulative.
C. REACQUIRED SHARES OF PREFERRED STOCK. Shares of any series of any
Preferred Stock that have been redeemed (whether through the operation of a
sinking fund or otherwise), purchased by the Corporation, or which, if
convertible or
3
exchangeable, have been converted into, or exchanged for, shares of stock of any
other class or classes or any evidences of indebtedness shall have the status of
authorized and unissued shares of Preferred Stock and may be reissued as a part
of the series of which they were originally a part or may be reclassified and
reissued as part of a new series of Preferred Stock or as part of any other
series of Preferred Stock, all subject to the conditions or restrictions on
issuance set forth in the Directors' Resolution providing for the issuance of
any series of Preferred Stock and to any filing required by law.
D. INCREASE IN AUTHORIZED PREFERRED STOCK. The number of authorized
shares of Preferred Stock may only be increased or decreased by the affirmative
vote of the holders of a majority of the stock of the Corporation entitled to
vote without the separate vote of holders of Preferred Stock as a class.
E. GENERAL. Subject to the foregoing provisions of these Articles of
Incorporation, the Corporation may issue shares of its Common Stock and
Preferred Stock from time to time for such consideration (not less than the par
value thereof) as may be fixed by the Board of Directors of the Corporation,
which is expressly authorized to fix the same in its absolute and uncontrolled
discretion subject to the foregoing conditions. Shares so issued for which the
full consideration shall have been paid or delivered to the Corporation shall be
deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares. The Corporation shall have authority
to create and issue rights and options entitling their holders to purchase
shares of the Corporation's capital stock of any class or series or other
securities of the Corporation, and such rights and options shall be evidenced by
instrument(s) approved
4
by the Board of Directors of the Corporation. The Board of Directors of the
Corporation shall be empowered to set the exercise price, duration, times for
exercise, and other terms of such options or rights; provided, however, that the
consideration to be received for any shares of capital stock subject thereto
shall not be less than the par value thereof.
F. NO CUMULATIVE VOTING. At each election for directors each
shareholder entitled to vote at such election shall not have the right to
cumulate his votes by giving one candidate as many votes as the number of such
directors multiplied by his shares shall equal, nor by distributing such votes
on the same principle among any number of such candidates.
G. NO PREEMPTIVE RIGHTS. No holder of securities of the corporation
shall be entitled as a matter of right, preemptive or otherwise, to subscribe
for or purchase any securities of the corporation now or hereafter authorized to
be issued, or securities held in the treasury of the corporation, whether issued
or sold for cash or other consideration or as a dividend or otherwise. Any such
securities may be issued or disposed of by the board of directors to such
persons and on such terms as in its discretion it shall deem advisable."
2. ARTICLE V of the Articles of Incorporation of the Corporation is
amended in its entirety so that, as amended, ARTICLE V shall be and read as
follows:
"ARTICLE V
Special meetings of shareholders may be called by the president, the
board of directors, or the holders of fifty percent (50%) of all shares entitled
to vote at the proposed special meeting."
5
3. ARTICLE VI of the Articles of Incorporation of the Corporation is
amended in its entirety so that, as amended, ARTICLE VI shall be and read as
follows:
"ARTICLE VI
The corporation will not commence business until it has received for
the issuance of its shares consideration in the value of One Thousand Dollars
($1000.00)."
4. ARTICLE XI is an addition to the original of the Articles of
Incorporation of the Corporation, which shall be and read as follows:
"ARTICLE XI
The Corporation elects not to be governed by the Business Combination
Law, Part 13 of the Act, or any successor statute of like tenor."
5. ARTICLE XII is an addition to the original of the Articles of
Incorporation of the Corporation, which shall be and read as follows:
"ARTICLE XII
Any action required by statute to be taken at a meeting of the
shareholders of the Company, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting, without prior notice and
without a vote if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which all shares entitled to vote on the action were present and
voted. Any such signed consent, or a signed copy thereof, shall be placed in the
minute book of the Company. All notices with respect to such consent required by
the applicable statute shall be sent by the Company in a timely manner."
6
ARTICLE THREE
The number of shares of the Corporation outstanding at the time of such
adoption was 1,256,471 shares of Common Stock, $.01 par value per share, and the
number of shares entitled to vote thereon was 1,256,471 shares of Common Stock,
$.01 par value per share.
ARTICLE FOUR
The holders of all of the shares outstanding and entitled to vote on
this amendment have signed a written unanimous consent adopting this amendment
in accordance with Article 9.10 and any written notice required by Article 9.10
has been given.
ARTICLE FIVE
This amendment does not provide for an exchange, reclassification or
cancellation of issued shares of the Corporation's capital stock.
ARTICLE SIX
This amendment effects no change in the amount of stated capital of the
Corporation.
DATED: January 4, 2002.
TEXAS STANDARD OIL COMPANY
By /s/ TIMOTHY M. ROBERSON
-------------------------------
Timothy M. Roberson, President
7
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950129-02-000145 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 23, 4:19:57.1pm ET 
