Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MONARCH CEMENT CO | mcc-form8k_dec52014.htm |
| EX-3.2 - EXHIBIT 3.2 - MONARCH CEMENT CO | mcc-ex32.htm |
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
THE MONARCH CEMENT COMPANY
The undersigned, The Monarch Cement Company, a Kansas corporation (the "Corporation"), for the purposes of amending the Articles of Incorporation of the Corporation, in accordance with the General Corporation Code of Kansas, does hereby make and execute this Certificate of Amendment of Articles of Incorporation and does certify that:
I. The name of the Corporation is The Monarch Cement Company, which is also the name under which the Corporation was originally incorporated.
II. The Kansas Business ID number for the Corporation is 0100776.
III. Resolutions were duly adopted by the Board of Directors of the Corporation setting forth the proposed amendment to the Articles of Incorporation of the Corporation herein contained, declaring the advisability of said amendment and recommending the approval by the stockholders of the Corporation of said amendment, in accordance with K.S.A. 17-6602.
IV. The amendment to the Articles of Incorporation of the Corporation adopted by resolution of the Board of Directors of the Corporation is as follows:
RESOLVED, that Article SIXTH of the Articles of Incorporation of The Monarch Cement Company be amended by adding the following paragraph immediately following the first paragraph (comprising a single sentence) of said Article SIXTH:
Effective as of the time of effectiveness of the amendment to these Articles of Incorporation providing for the addition of this paragraph of Article SIXTH in accordance with the General Corporation Code of Kansas (the "Effective Time") and without regard to any other provision of these Articles of Incorporation, this corporation shall and hereby does effect a 1-for-600 reverse stock split of its Capital Stock and Class B Capital Stock such that (I) each one (1) share of Capital Stock, either issued or outstanding or held by this corporation as treasury stock, immediately prior to the Effective Time shall be and hereby is automatically reclassified, converted and changed (without any further act) into one-six hundredth (1/600th) of a fully paid and nonassessable share of Capital Stock without increasing or decreasing the amount of stated capital or paid-in surplus of this corporation, provided that no fractional shares of Capital Stock shall be issued to any registered holder of fewer than 600 shares of Capital Stock immediately prior to the Effective Time, and that instead of issuing fractional shares of Capital Stock to such holders, each share of Capital Stock held by any such holder immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment of $30.00 (subject to any applicable U.S. federal, state and local withholding tax) on a pre-split basis, without interest; and (II) each one (1) share of Class B Capital Stock, either issued or outstanding or held by this corporation as treasury stock, immediately prior to the Effective Time shall be and hereby is automatically reclassified, converted and changed (without any further act) into one-six hundredth (1/600th) of a fully paid and nonassessable share of Class B Capital Stock without increasing or decreasing the amount of stated capital or paid-in surplus of this corporation, provided that no fractional shares of Class B Capital Stock shall be issued to any registered holder of fewer than 600 shares of Class B Capital Stock immediately prior to the Effective Time, and that instead of issuing fractional shares of Class B Capital Stock to such holders, each share of Class B Capital Stock held by any such holder immediately prior to the Effective Time shall be canceled and converted into the right to receive a cash payment of $30.00 (subject to any applicable U.S. federal, state and local withholding tax) on a pre-split basis, without interest, and provided further that, notwithstanding subparagraph (5) of paragraph (e) of Article SIXTH, no shares of Class B Capital Stock shall convert, or shall be deemed to be converted, into Capital Stock as a result of, or in connection with, the 1-for-600 reverse stock split of Capital Stock and Class B Capital Stock provided for above and the related payment of cash in lieu of any fractional shares, which subparagraph (5) shall be suspended, and shall not be operative, in connection therewith.
V. The amendment to the Articles of Incorporation of the Corporation herein contained was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended.
VI. The amendment to the Articles of Incorporation of the Corporation herein contained shall be effective as of 6:00 p.m. Central Time on December 17, 2014.
I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct. Executed this 5th day of December, 2014.
| THE MONARCH CEMENT COMPANY | |||
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By:
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/s/ Walter H. Wulf, Jr. | |
| Name: Walter H. Wulf, Jr. | |||
| Title: President and Chairman of the Board | |||