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-3.1 — Articles of Incorporation
| EX-3.1 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
TEXAS STANDARD OIL COMPANY
The undersigned natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Texas Business Corporation
Act, hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is TEXAS STANDARD OIL COMPANY.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose or purposes for which the corporation is organized are:
In general, to transact any or all lawful business for which
corporations may be organized under the Texas Business Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is One Hundred Million (100,000,000) shares of common stock
of the par value of one cent ($0.01) each. The corporation shall have the
authority to purchase, directly or indirectly, its own shares to the extent of
the aggregate of unrestricted capital surplus available therefor and
unrestricted reduction surplus available therefor.
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.
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.
ARTICLE V
Special meetings of shareholders may be called by the holders of ten
percent of all shares entitled to vote at the proposed special meeting.
ARTICLE VI
The corporation will not commence business until it has received for
the issuance of its shares consideration at least equal to the par value of such
shares issued, consisting of any tangible or intangible benefit to the
corporation or other property of any kind or nature, including cash, promissory
notes, services performed, contracts for services to be performed, other
securities of the corporation, or securities of any other corporation, domestic
or foreign, or other entity.
ARTICLE VII
The street address of the corporation's initial registered office is
6371 Richmond Ave., Suite 100, Houston, Texas 77057 and the name of its initial
registered agent at such address is Timothy M. Roberson.
2
ARTICLE VIII
The number of directors constituting the initial board of directors is
one (1) and the name and address of the person who is to serve as director until
the first annual meeting of the shareholders or until his successors are elected
and qualify is:
Name Address
----- -------
Timothy M. Roberson 6371 Richmond Ave., Suite 100
Houston, Texas 77057
ARTICLE IX
The name and address of the incorporator is:
Name Address
---- -------
Timothy M. Roberson 6371 Richmond Ave., Suite 100
Houston, Texas 77057
3
ARTICLE X
No director of the corporation shall be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director occurring after August 31, 1987, except for liability
(i) for any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
from which the director received an improper benefit, whether or not the benefit
resulted from an act taken within the scope of the director's office, (iv) for
acts or omissions for which the liability of a director is expressly provided by
statute, or (v) for acts related to an unlawful stock repurchase or payment of a
dividend. Any repeal or amendment of this Article by the shareholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or amendment. In addition to the circumstances in
which a director of the corporation is not personally liable as set forth in the
preceding sentences, a director shall not be liable to the fullest extent
permitted by any amendment to the Texas statutes hereafter enacted that further
limits the liability of a director.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of March,
2001.
/s/ TIMOTHY M. ROBERSON
--------------------------------------
Timothy M. Roberson
Incorporator
4
↑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 —
Wed., Apr. 17, 10:35:23.0pm ET 