Nexiq Technologies Inc – ‘10KSB’ for 9/29/96 – EX-3.1

As of:  Friday, 12/20/96   ·   For:  9/29/96   ·   Accession #:  950135-96-5365   ·   File #:  0-19717

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Wpi Group, Inc.                                       10     62K 
 2: EX-3.1      Amended Restated Articles of Incorporation             2     12K 
 3: EX-4.3      Revolving Line of Credit                               6     24K 
 4: EX-4.4      First Amendment to Commercial Loan Agreement           6     22K 
 5: EX-4.5      Revolving Line of Credit Prommissory Note              6     24K 
 6: EX-4.6      Second Amendment to Commercial Loan Agreement          7     27K 
 7: EX-10.8     Change in Control Plan                                 5     23K 
 8: EX-13       Portions of the 1996 Annual Report                    18     91K 
 9: EX-21       Subsidiaries                                           1      6K 
10: EX-23       Consent of Arthur Andersen LLP                         1      6K 
11: EX-24       Power of Attorney                                      1      7K 
12: EX-27       Financial Data Schedule                                1     10K 

EX-3.1   —   Amended Restated Articles of Incorporation

EX-3.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

Exhibit 3.1                                                                     

AMENDED AND RESTATED

 ARTICLES OF INCORPORATION

OF

 WPI GROUP, INC.

 AS AMENDED FEBRUARY 7, 1996

FIRST:     The name of the corporation is WPI GROUP, INC.           

SECOND:    The period of the corporation's duration is perpetual.   

     THIRD:     The principal purpose or purposes for which the corporation is
organized are:                                                                  

To manufacture all kinds and varieties of mechanical appliances,    
instruments, machines and products, particularly transformers and all other     
electrical appliances, equipment, appurtenances, goods and devices capable of   
being employed in connection with the generation, distribution and use of       
electricity, and to sell and dispose of the same when manufactured.             

The corporation is further empowered to transact any and all lawful 
business for which corporations may be incorporated under RSA 293-A.            

     FOURTH:    The aggregate number of shares that the corporation shall have
authority to issue is Twenty Million (20,000,000) shares of One Cent ($.01) par 
value common stock.                                                             

    FIFTH:     The capital stock will be sold or offered for sale within the
meaning of RSA 421-B.                                                           

SIXTH:     Shareholders shall have no preemptive rights to acquire  
unissued or treasury shares or securities convertible into such shares or       
carrying a right to subscribe to or acquire shares.                             

   SEVENTH:   Provisions for the regulation of the internal affairs of the
corporation are contained in the corporation's bylaws.                          

  EIGHTH:    To the fullest extent now or hereafter permitted by law, no
director or officer of the corporation shall be personally liable to the        
corporation or its shareholders for monetary damages for breach of fiduciary    
duty as a director or officer. No amendment or repeal                           

EX-3.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd

of this article shall have any effect on any right or protection of any director
or officer for or with respect to acts or omissions occurring prior to such     
amendment or repeal.                                                            

NINTH:     The number of directors constituting the current board of
directors is five (5) and the names and addresses of the persons who serve as   
directors, until the next annual meeting of shareholders and until their        
successors are elected and shall qualify are:                                   

Name                                  Address           
----                                  -------           

Michael H. Foster                   Mill Street, P.O. Box 267       
                     Warner, NH  03278

Robert C. McCray                    Pine Valley Mill                
                      Milford, NH  03055

Frederick H. Fruitman               c/o Loeb Partners               
               61 Broadway
                      New York, NY 10006

Peter D. Danforth                   c/o Kearsarge Capital           
                Fund, L.P.
                   41 Brook Street
                         Manchester, NH  03104

Paul G. Giovacchini                 c/o Signal Capital              
                 Corporation
                     55 Ferncroft Road
                      Danvers, MA  01923

 TENTH:     The address of the registered office of the corporation is
40 Stark Street, Manchester, New Hampshire  03101 and the name of its           
registered agent is John A. Graf.                                               

ATTEST:                 /s/ John A. Graf    
                                 -----------------------------
             Secretary

Dates Referenced Herein

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
Filed on:		12/20/96							None on these Dates
For Period End:		9/29/96
		2/7/96		1
									List all Filings