| Preview
Subscribers | 2002 |
Information for Prospective Franchisees
Information for Prospective Franchisees (151K)
Doc #145173: Click preview link for longer preview.
PAK MAIL CENTERS OF AMERICA, INC.
INFORMATION FOR PROSPECTIVE FRANCHISEES
REQUIRED BY FEDERAL TRADE COMMISSION
* * * * * *
TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS
INFORMATION. WE HAVEN'T CHECKED IT, AND DON'T KNOW IF IT'S CORRECT. IT SHOULD
HELP YOU MAKE UP YOUR MIND. STUDY IT CAREFULLY. WHILE IT INCLUDES SOME
INFORMATION ABOUT YOUR CONTRACT, DON'T RELY ON IT ALONE TO UNDERSTAND YOUR
CONTRACT. READ ALL OF YOUR CONTRACT CAREFULLY. BUYING A FRANCHISE IS A
COMPLICATED INVESTMENT. TAKE YOUR TIME TO DECIDE. IF POSSIBLE, SHOW YOUR
CONTRACT AND THIS INFORMATION TO AN ADVISOR, LIKE A LAWYER OR AN ACCOUNTANT. IF
YOU FIND ANYTHING YOU THINK MAY BE WRONG OR ANYTHING IMPORTANT THAT'S BEEN LEFT
OUT, YOU SHOULD LET US KNOW ABOUT IT. IT MAY BE AGAINST THE LAW.
THERE MAY ALSO BE LAWS ON FRANCHISING IN YOUR STATE. ASK YOUR STATE
AGENCIES ABOUT THEM.
FEDERAL TRADE COMMISSION
------------------------
WASHINGTON, D.C. 20580
----------------------
The Date of Issuance of this Offering Circular is:
February 28, 2002
{PAGE}
FRANCHISE OFFERING CIRCULAR
[GRAPHIC OMITTED] PAK MAIL CENTERS OF AMERICA, INC.
[GRAPHIC OMITTED] (a Colorado corporation)
7173 South Havana Street, Suite 600
Englewood, Colorado 80112
Outside Colorado: (800) 778-6665
In Colorado: (303) 957-1000
www.pakmail.com
---------------
Pak Mail Centers of America, Inc., a Colorado corporation, is offering
franchises for the operation of a business which offers a variety of packaging,
shipping, mailing, communications and information products and services. The
initial franchise fee is $27,950. In addition, franchisees pay us between $2,500
and $4,000 for initial inventory and supplies, between $8,935 and $9,835 for a
point-of-sale computer system and software and between $550 and $1,000 for
marketing items. The total estimated initial investment for a Pak Mail Center
franchise, including the initial franchise fee and these other start up costs
paid to us, ranges from $61,961 to $117,211.
Risk Factors:
1. THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE US ONLY IN
COLORADO. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS
FAVORABLE SETTLEMENT. IT MAY ALSO COST YOU MORE TO SUE US IN
COLORADO THAN IN YOUR HOME STATE.
2. THE FRANCHISE AGREEMENT STATES THAT COLORADO LAW GOVERNS THE
AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND
BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.
3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.
Information comparing franchisors is available. Call the state
administrators listed in Exhibit A or your public library for sources of
information.
Registration of this franchise by a state does not mean that the state
recommends it or has verified the information in this Offering Circular. If you
learn that anything in this Offering Circular is untrue, contact the Federal
Trade Commission and the state authority listed in Exhibit A.
Effective date: February 28, 2002
{PAGE}
TABLE OF CONTENTS
ITEM PAGE
---- ----
1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES.......................1
2 BUSINESS EXPERIENCE...................................................3
3 LITIGATION............................................................8
4 BANKRUPTCY............................................................8
5 INITIAL FRANCHISE FEE.................................................9
6 OTHER FEES...........................................................11
7 INITIAL INVESTMENT...................................................13
8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.....................16
9 FRANCHISEE'S OBLIGATIONS.............................................18
10 FINANCING............................................................19
11 FRANCHISOR'S OBLIGATIONS.............................................20
12 TERRITORY............................................................25
13 TRADEMARKS...........................................................26
14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION......................27
15 OBLIGATION TO PARTICIPATE IN THE ACTUAL
OPERATION OF THE FRANCHISE BUSINESS..................................27
16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.........................28
17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION................28
18 PUBLIC FIGURES.......................................................30
19 EARNINGS CLAIMS......................................................30
20 LIST OF OUTLETS......................................................32
21 FINANCIAL STATEMENTS.................................................34
22 CONTRACTS............................................................35
23 RECEIPT.......................................................Last Page
{PAGE}
EXHIBITS
Exhibit AList of State Agencies/Agents for Service of Process
Exhibit B Franchise Agreement
Exhibit I Premises and Exclusive Area Addendum
Exhibit II Owner's Guaranty and Assumption
Exhibit III Statement of Ownership
Exhibit IV Authorization Agreement for Prearranged
Payments
Exhibit V Build-Out Program Addendum
Exhibit VI Renewal Amendment
Exhibit VII Transfer Amendment
Exhibit C List of Franchisees
Exhibit D Franchisees Who Have Left the System
Exhibit E Financial Statements
Exhibit F Amendment to Franchise Agreement (Conversion)
Exhibit G Operations Manual Table of Contents
Exhibit H Confidentiality and Noncompetition Agreement
Exhibit I Promissory Note, Addendum and Conditional Assignment of
Franchise Agreement
Exhibit J Closing Acknowledgement
Exhibit K Receipt of Offering Circular
{PAGE}
ITEM 1
------
THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES
The Franchisor.
--------------
The name of the franchisor is Pak Mail Centers of America, Inc. For ease of
reference, Pak Mail Centers of America, Inc. will be referred to as "we", "us"
or "PAK MAIL" in this Offering Circular. We will refer to the person who buys
the franchise as "you" throughout this Offering Circular. If the franchisee is a
corporation, partnership or limited liability company, certain provisions of the
Franchise Agreement also apply to the owners as noted in the Franchise
Agreement. PAK MAIL's principal offices are located at 7173 South Havana Street,
Suite 600, Englewood, Colorado 80112. We presently do business under the name
"Pak Mail Centers of America, Inc." and "Pak Mail." We were formed on January
27, 1984, as a Colorado corporation. We have no predecessors or affiliates. Our
agents for service of process are listed on Exhibit A.
Our Business.
------------
We operate and franchise the operation of stores, known as "PAK MAIL
Centers," offering a variety of packaging, shipping, mailing, communications and
information products and services to residential and commercial customers. PAK
MAIL Centers utilize the services of both the U.S. Postal Service and private
carriers. PAK MAIL Centers offer parcel and freight shipping; custom packaging
and crating; freight forwarding; residential and office moving; package
receiving; priority through parcel post mail service; coverage against loss and
breakage; electronic commerce; facsimile transmissions; notary public services;
money orders; photocopying; passport and identification photos; laminating;
custom printing; custom rubber stamps; key making; and the sales of packaging
materials, office supplies, greeting cards, gift wrapping and other items and
materials which we approve. Not all Centers offer all of these services and
products. Sales of each of these products and services as a percentage of total
sales will vary from Center to Center.
PAK MAIL Centers operate under our distinctive business format, systems,
methods, procedures, designs, layouts and specifications ("System"). We
franchise the operation of PAK MAIL Centers under our trade and service mark
"PAK MAIL" and other logos, trademarks, service marks and commercial symbols
("Marks").
The Franchise.
-------------
Our Franchise Agreement ("Franchise Agreement"), which is attached as
Exhibit B to this Offering Circular, must be signed for each PAK MAIL franchise
you purchase. You will receive the right to use our Marks and System to operate
your PAK MAIL Center ("Center"), at your business premises which we must first
approve ("Franchised Location").
We also offer a "Conversion Franchise," which is a franchise established by
converting an operating packaging and shipping center to a PAK MAIL Center. If
you purchase a Conversion Franchise, you sign the Amendment to Franchise
Agreement, attached to this Offering Circular as Exhibit F, in addition to
signing the Franchise Agreement. Unless stated otherwise in this Offering
Circular, the purchaser of a Conversion Franchise has the same franchise
relationship with us as the purchaser of a traditional franchise.
145173
| | Pak Mail Centers of America Inc.
|
| Preview
Subscribers | 2002 |
Rights Agreement
Rights Agreement (169K)
Doc #201497: Click preview link for longer preview.
===============================================================================
RIGHTS AGREEMENT
Dated as of May 31, 2002
By and Between
ENPRO INDUSTRIES, INC.
and
THE BANK OF NEW YORK
as Rights Agent
===============================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
1. Certain Definitions.....................................................................................1
2. Appointment of Rights Agent.............................................................................5
3. Issue of Right Certificates.............................................................................5
4. Form of Right Certificates..............................................................................7
5. Countersignature and Registration.......................................................................7
6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed,
Lost or Stolen Right Certificates.......................................................................7
7. Exercise of Rights; Purchase Price; Expiration Date of Rights...........................................8
8. Cancellation of Right Certificates......................................................................9
9. Company Covenants Concerning Securities and Rights.....................................................10
10. Record Date............................................................................................11
11. Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights........................11
12. Certificate of Adjusted Purchase Price or Number of Securities.........................................19
13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power...................................19
14. Fractional Rights and Fractional Securities............................................................22
15. Rights of Action.......................................................................................23
16. Agreement of Rights Holders............................................................................24
17. Right Certificate Holder Not Deemed a Shareholder......................................................24
18. Concerning the Rights Agent............................................................................25
19. Merger or Consolidation or Change of Name of Rights Agent..............................................25
20. Duties of Rights Agent.................................................................................25
21. Change of Rights Agent.................................................................................27
22. Issuance of New Right Certificates.....................................................................28
23. Redemption.............................................................................................28
</TABLE>
<PAGE>
TABLE OF CONTENTS
(continued)
<TABLE>
<CAPTION>
PAGE
<S> <C>
24. Exchange...............................................................................................29
25. Notice of Certain Events...............................................................................30
26. Notices................................................................................................31
27. Supplements and Amendments.............................................................................31
28. Successors; Certain Covenants..........................................................................32
29. Benefits of This Agreement.............................................................................32
30. Governing Law..........................................................................................32
31. Severability...........................................................................................32
32. Descriptive Headings, Etc..............................................................................32
33. Determinations and Actions by the Directors............................................................32
34. Counterparts...........................................................................................33
EXHIBIT A......................................................................................................A-1
EXHIBIT B......................................................................................................B-1
EXHIBIT C......................................................................................................C-1
</TABLE>
-ii-
<PAGE>
RIGHTS AGREEMENT
This RIGHTS AGREEMENT, dated as of May 31, 2002 (this "AGREEMENT"), is
made and entered into by and between EnPro Industries, Inc., a North Carolina
corporation (the "COMPANY"), and The Bank of New York, a New York banking
corporation (the "RIGHTS AGENT").
RECITALS
WHEREAS, on May 22, 2002, the Directors of the Company authorized and
declared a dividend distribution of one right (a "RIGHT") for each share of
common stock, par value $0.01 per share, of the Company (each, a "COMMON
SHARE") outstanding as of the Rights Dividend Effective Time (as defined in
Section 1(aa)) on the date upon which the Separation (as defined in Section
1(cc)) occurs (the "RECORD DATE"), each Right initially representing the right
to purchase one one-hundredth of a Preferred Share (as defined in Section 1(s))
on the terms and subject to the conditions herein set forth, and further
authorized and directed the issuance of one Right (subject to adjustment as
provided herein) with respect to each Common Share issued or delivered by the
Company (whether originally issued or delivered from the Company's treasury)
after the Record Date but prior to the earlier of the Distribution Date (as
defined in Section 1(i)) and the Expiration Date (as defined in Section 1(k))
or as provided in Section 22.
NOW, THEREFORE, in consideration of the mutual agreements herein set
forth, the parties hereto hereby agree as follows:
1. Certain Definitions. For purposes of this Agreement, the
following terms have the meanings indicated:
(a) "ACQUIRING PERSON" means any Person (other than the Company
or any Related Person) that, together with all Affiliates and Associates of
such Person, is the Beneficial Owner of 15% or more of the then-outstanding
Common Shares; provided, however, that a Person will not be deemed to have
become an Acquiring Person solely as a result of a reduction in the number of
Common Shares outstanding unless and until such time as (i) such Person or any
Affiliate or Associate of such Person thereafter becomes the Beneficial Owner
of additional Common Shares representing 1% or more of the then-outstanding
Common Shares, other than as a result of a stock dividend, stock split or
similar transaction effected by the Company in which all holders of Common
Shares are treated equally, or (ii) any other Person that is the Beneficial
Owner of Common Shares representing 1% or more of the then-outstanding Common
Shares thereafter becomes an Affiliate or Associate of such Person.
Notwithstanding the foregoing, (x) if the Directors of the Company determine in
good faith that a Person who would otherwise be an "ACQUIRING PERSON" as
defined pursuant to the foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly as practicable a
sufficient number of Common Shares so that such Person would no longer be an
"ACQUIRING PERSON" as defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall not be deemed to be an "ACQUIRING PERSON"
for any purposes of this Agreement, and (y) Goodrich shall
1
<PAGE>
not be deemed to be an "ACQUIRING PERSON" at any time prior to the
effectiveness of the Separation.
(b) "AFFILIATE" and "ASSOCIATE" will have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act, as in effect on the date of this Agreement, provided however,
that a Person will not be deemed to be the Affiliate or Associate of another
Person solely because either or both Persons are or were Directors of the
Company.
(c) A Person will be deemed the "BENEFICIAL OWNER" of, and to
"BENEFICIALLY OWN," any securities:
(i) the beneficial ownership of which such Person or any
of such Person's Affiliates or Associates, directly or indirectly, has
the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement
or understanding (whether or not in writing), or upon the exercise of
conversion rights, exchange rights, warrants, options or other rights
(in each case, other than upon exercise or exchange of the Rights);
provided, however, that a Person will not be deemed the Beneficial
Owner of, or to Beneficially Own, securities tendered pursuant to a
tender or exchange offer made by or on behalf of such Person or any of
such Person's Affiliates or Associates until such tendered securities
are accepted for purchase or exchange; or
(ii) which such Person or any of such Person's Affiliates
or Associates, directly or indirectly, has or shares the right to vote
or dispose of, including pursuant to any agreement, arrangement or
understanding (whether or not in writing); or
(iii) of which any other Person is the Beneficial Owner,
if such Person or any of such Person's Affiliates or Associates has
any agreement, arrangement or understanding (whether or not in
writing) with such other Person (or any of such other Person's
Affiliates or Associates) with respect to acquiring, holding, voting
or disposing of any securities of the Company;
provided, however, that a Person will not be deemed the Beneficial Owner of, or
to Beneficially Own, any security (A) if such Person has the right to vote such
security pursuant to an agreement, arrangement or understanding (whether or not
in writing) which (1) arises solely from a revocable proxy given to such Person
in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations of the Exchange Act and
(2) is not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report), or (B) if such beneficial ownership arises
solely as a result of such Person's status as a "clearing agency," as defined
in Section 3(a)(23) of the Exchange Act; provided further, however, that
nothing in this paragraph (c) will cause a Person engaged in business as an
underwriter of securities to be the Beneficial Owner of, or to Beneficially
Own, any securities acquired through such Person's participation in good faith
in an underwriting syndicate until the expiration of 40 calendar days after the
date of such acquisition, or such later date as the Directors of the Company
may determine in any specific case.
201497
|
EnPro Industries
As referenced in this Rights Agreement:
enpro – gt;
EXHIBIT 4.2
===============================================================================
RIGHTS AGREEMENT
Dated as of May 31, 2002
By and Between
ENPRO INDUSTRIES, INC.
and
THE BANK OF NEW YORK
as Rights Agent
===============================================================================
<PAGE>
TABLE
enpro – as of May 31, 2002 (this "AGREEMENT"), is
made and entered into by and between EnPro Industries, Inc., a North Carolina
corporation (the "COMPANY"), and The Bank of New York, a
enpro – the greatest aggregate
voting power of such corporation or other legal entity.
(g) "COMPANY" means EnPro Industries, Inc., a North Carolina
corporation.
(h) "DISTRIBUTION AGREEMENT" means the Distribution Agreement, by
and
enpro – as set forth in the Rights Agreement, dated as of May
31, 2002, Agreement between EnPro Industries, Inc. (the "COMPANY") and
The Bank of New York, as Rights Agent, as it
enpro – prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:
EnPro Industries, Inc.
5605 Carnegie Boulevard
Suite 500
Charlotte, North Carolina 28209
Attention: General Counsel
(b)
dt 5654
;
|
 BNY
As referenced in this Rights Agreement:
BANK OF NEW YORK
– AGREEMENT
Dated as of May 31, 2002
By and Between
ENPRO INDUSTRIES, INC.
and
THE BANK OF NEW YORK
as Rights Agent
===============================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION&
Bank of New York, – into by and between EnPro Industries, Inc., a North Carolina
corporation (the "COMPANY"), and The Bank of New York, a New York banking
corporation (the "RIGHTS AGENT").
RECITALS
WHEREAS, on May 22, 2002,
Bank of New York, – the
Rights, in substantially the form attached as Exhibit B.
(z) "RIGHTS AGENT" means The Bank of New York, unless and until a
successor Rights Agent has become such pursuant to the terms
Bank of New York, – dated as of May
31, 2002, Agreement between EnPro Industries, Inc. (the "COMPANY") and
The Bank of New York, as Rights Agent, as it may from time to time be
supplemented or amended
Bank of New York
– prepaid,
addressed (until another address is filed in writing with the Company) as
follows:
The Bank of New York
28 East 28th Street
8th Floor
New York, New York 10016
Attention: Jeff Grosse
(
dt 42861
|
| Preview
Subscribers | 2003 |
Deposit Agreement
Deposit Agreement (47K)
Doc #215624: Click preview link for longer preview.
DEPOSIT AGREEMENT
-----------------
STRICTLY CONFIDENTIAL
---------------------
October 10, 2003
Rob Bakshi
Dear Rob:
This letter agreement (the "Agreement") sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C. Ltd., a direct or indirect wholly-owned subsidiary of the
Offeror's Parent (the "Offeror") to make an offer (the "Offer") on
substantially the terms and conditions set forth in the support agreement
between Silent Witness Enterprises Ltd. (the "Company") and the Offeror and
the Offeror's Parent dated the date hereof (the "Support Agreement"), to
purchase all of the issued and outstanding common shares (the "Shares") of
the Company.
This Agreement also sets out the terms and conditions of the agreement by
you (the "Shareholder") to deposit, or cause to be deposited, under the
Offer: (i) the 274,836 Shares presently owned beneficially by the
Shareholder; (ii) all Shares, if any, issued upon the exercise of certain
stock options or any other rights convertible or exercisable for shares
held by the Shareholder; and (iii) any Shares subsequently acquired by the
Shareholder (the "Shareholder's Shares"), and sets out the obligations and
commitments of the Shareholder in connection therewith. References in this
Agreement to the Shares held or to be acquired by the Shareholder include
the associated rights issued pursuant to the Company's "Rights Plan" (as
defined in the Support Agreement).
ARTICLE 1
THE OFFER
1.1 TIMING OF THE OFFER.
-------------------
The Offeror's Parent agrees to cause the Offeror to make the Offer for all
of the Shares within the time and upon the terms as provided for in the
Support Agreement, and subject to the conditions therein contained.
1.2 MODIFICATION OF OFFER.
---------------------
The Offeror's Parent agrees that it will not cause or permit the Offeror to
amend, modify or change the Offer without the prior written consent of the
Shareholder, which consent shall not be unreasonably withheld, and to
provide a draft of any proposed amendment, modification or change to the
Offer to the Shareholder and to consult with the Shareholder with respect
to the terms and conditions of such proposed amendment, modification or
change of the Offer. The covenants in the foregoing sentence shall not
apply in respect of any amendments, modifications or changes to the Offer
in accordance with section 1.1(e) of the Support Agreement provided that
the Offeror and the Offeror's Parent shall not, without the consent of the
Shareholder:
(a) increase the number or percentage of Shares required to satisfy
the "Minimum Condition" (as defined in the Support Agreement) or
decrease the number or percentage of Shares required to satisfy
the Minimum Condition below 50% of the outstanding Shares,
decrease the consideration per Share payable under the Offer,
change the form of consideration payable under the Offer (other
than to add additional consideration) or decrease the number of
Shares sought under the Offer;
(b) impose additional material conditions to the Offer;
(c) in the event all of the "Bid Conditions" (as defined in the
Support Agreement) are satisfied or waived, extend the period
during which Shares may be deposited under the Offer without
taking up and paying for Shares validly deposited thereunder and
not withdrawn except as required by applicable law; or
(d) modify or amend the Offer or any terms thereof in a manner
adverse to the Shareholder.
1.3 GENERAL.
-------
Subject to the terms and conditions of the Support Agreement, the Offeror's
Parent hereby covenants to use, and to cause the Offeror to use, its
reasonable best efforts to successfully complete the Offer and the
transactions contemplated by this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
-------------------------------------------------
The Shareholder hereby represents and warrants to the Offeror's Parent
that:
(a) Authorization. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and
binding agreement enforceable by the Offeror's Parent against the
Shareholder in accordance with its terms subject, however, to
limitations with respect to enforcement imposed by law in
connection with bankruptcy or similar proceedings, the equitable
power of the courts to stay proceedings before them and the
execution of judgements and to the extent that equitable remedies
such as specific performance and injunction are in the discretion
of the court from which they are sought.
(b) Ownership of Shares. The Shareholder: (i) is the sole beneficial
owner of 274,836 Shares which are currently held by the
Shareholder; and (ii) is the holder of 312,500 options (the
"Options") to purchase Shares, if exercised, at exercise prices
ranging from Cdn.$4.79 to Cdn.$12.25 per Share and no share
appreciation rights. Except as stated in this paragraph, the
Shareholder does not own or control, directly or indirectly, any
other Shares or options, rights or other entitlements to acquire
Shares. The Shareholder has the exclusive right to dispose of the
Shareholder's Shares as provided in this Agreement and the
Shareholder is not a party to, bound or affected by or subject
to, any charter or by-law provision, statute, regulation,
judgment, order, decree or law of which a breach would occur as a
result of the execution and delivery of this Agreement or the
consummation of any of the transactions provided for in this
Agreement.
(c) Good Title. All the Shareholder's Shares and Options are now, and
at the time the Offeror directly or indirectly takes up and pays
for the Shareholder's Shares under the Offer will be beneficially
owned by the Shareholder with good and marketable title, free and
clear of any and all mortgages, liens, charges, restrictions,
security interests, adverse claims, pledges, encumbrances and
demands or rights of others of any nature or kind whatsoever.
(d) No Agreements. No person, firm or corporation has any agreement
or option, or any right or privilege (whether by law, pre-emptive
or contractual) capable of becoming an agreement or option, for
the purchase, acquisition or transfer from the Shareholder, or
any registered holder of the Shareholder's Shares, of any of the
Shareholder's Shares, or any interest therein or right thereto,
except pursuant to this Agreement.
(e) Voting. Neither the Shareholder nor any registered holder of the
Shareholder's Shares has previously granted or agreed to grant
any ongoing proxy in respect of the Shareholder's Shares or
entered into any voting trust, vote pooling or other agreement
with respect to the right to vote, call meetings of shareholders
or give consents or approvals of any kind as to the Shareholder's
Shares.
(f) No Proceeding Pending. There is no claim, action, lawsuit,
arbitration, mediation or other proceeding pending or, to the
best of the knowledge, information and belief of the Shareholder,
threatened against the Shareholder, which relates to this
Agreement or otherwise materially impairs the ability of the
Shareholder to consummate the transactions contemplated hereby.
215624
|
Honeywell Int'l
As referenced in this Deposit Agreement:
honeywell international – Dear Rob:
This letter agreement (the "Agreement") sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C. Ltd., a direct or indirect
honeywell international – be sent.
(a) If to the Offeror's Parent or the Offeror, addressed as follows:
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962
Attention: Senior Vice President and General Counsel
Facsimile: (
honeywell international – Attention: Senior Vice President and General Counsel
Facsimile: (973) 455-4217
with a copy to:
Honeywell International Inc.
1600 Utica Avenue S
Suite 300
St. Louis Park, MN 55416
Attention: Vice President
honeywell international – in two
or more counterparts, all of which taken together will constitute one
binding agreement.
HONEYWELL INTERNATIONAL INC.
By: /s/ Anne T. Madden
--------------------
Anne T. Madden,
Vice President-Corporate Planning
and Development
dt 14948
;
Rob Bakshi;
| 678669 B.C. Ltd.;
Silent Witness Enterprises Ltd.
|
| Preview
Subscribers | 2003 |
Deposit Agreement
Deposit Agreement (38K)
Doc #215625: Click preview link for longer preview.
DEPOSIT AGREEMENT
-----------------
STRICTLY CONFIDENTIAL
---------------------
October 10, 2003
Vinod Bakshi
Dear Vinod:
This letter agreement (the "Agreement") sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C. Ltd., a direct or indirect wholly-owned subsidiary of the
Offeror's Parent (the "Offeror") to make an offer (the "Offer") on
substantially the terms and conditions set forth in the support agreement
between Silent Witness Enterprises Ltd. (the "Company") and the Offeror and
the Offeror's Parent dated the date hereof (the "Support Agreement"), to
purchase all of the issued and outstanding common shares (the "Shares") of
the Company.
This Agreement also sets out the terms and conditions of the agreement by
you (the "Shareholder") to deposit, or cause to be deposited, under the
Offer: (i) the 256,654 Shares presently owned beneficially by the
Shareholder; (ii) all Shares, if any, issued upon the exercise of certain
stock options or any other rights convertible or exercisable for shares
held by the Shareholder; and (iii) any Shares subsequently acquired by the
Shareholder (the "Shareholder's Shares"), and sets out the obligations and
commitments of the Shareholder in connection therewith. References in this
Agreement to the Shares held or to be acquired by the Shareholder include
the associated rights issued pursuant to the Company's "Rights Plan" (as
defined in the Support Agreement).
ARTICLE 1
THE OFFER
1.1 TIMING OF THE OFFER.
-------------------
The Offeror's Parent agrees to cause the Offeror to make the Offer for all
of the Shares within the time and upon the terms as provided for in the
Support Agreement, and subject to the conditions therein contained.
1.2 MODIFICATION OF OFFER.
---------------------
The Offeror's Parent agrees that it will not cause or permit the Offeror to
amend, modify or change the Offer without the prior written consent of the
Shareholder, which consent shall not be unreasonably withheld, and to
provide a draft of any proposed amendment, modification or change to the
Offer to the Shareholder and to consult with the Shareholder with respect
to the terms and conditions of such proposed amendment, modification or
change of the Offer. The covenants in the foregoing sentence shall not
apply in respect of any amendments, modifications or changes to the Offer
in accordance with section 1.1(e) of the Support Agreement provided that
the Offeror and the Offeror's Parent shall not, without the consent of the
Shareholder:
(a) increase the number or percentage of Shares required to satisfy
the "Minimum Condition" (as defined in the Support Agreement) or
decrease the number or percentage of Shares required to satisfy
the Minimum Condition below 50% of the outstanding Shares,
decrease the consideration per Share payable under the Offer,
change the form of consideration payable under the Offer (other
than to add additional consideration) or decrease the number of
Shares sought under the Offer;
(b) impose additional material conditions to the Offer;
(c) in the event all of the "Bid Conditions" (as defined in the
Support Agreement) are satisfied or waived, extend the period
during which Shares may be deposited under the Offer without
taking up and paying for Shares validly deposited thereunder and
not withdrawn except as required by applicable law; or
(d) modify or amend the Offer or any terms thereof in a manner
adverse to the Shareholder.
1.3 GENERAL.
-------
Subject to the terms and conditions of the Support Agreement, the Offeror's
Parent hereby covenants to use, and to cause the Offeror to use, its
reasonable best efforts to successfully complete the Offer and the
transactions contemplated by this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
-------------------------------------------------
The Shareholder hereby represents and warrants to the Offeror's Parent
that:
(a) Authorization. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and
binding agreement enforceable by the Offeror's Parent against the
Shareholder in accordance with its terms subject, however, to
limitations with respect to enforcement imposed by law in
connection with bankruptcy or similar proceedings, the equitable
power of the courts to stay proceedings before them and the
execution of judgements and to the extent that equitable remedies
such as specific performance and injunction are in the discretion
of the court from which they are sought.
(b) Ownership of Shares. The Shareholder: (i) is the sole beneficial
owner of 256,654 Shares which are currently held by the
Shareholder; (ii) holds no options (the "Options"); and (iii)
holds no share appreciation rights. Except as stated in this
paragraph, the Shareholder does not own or control, directly or
indirectly, any other Shares or options, rights or other
entitlements to acquire Shares. The Shareholder has the exclusive
right to dispose of the Shareholder's Shares as provided in this
Agreement and the Shareholder is not a party to, bound or
affected by or subject to, any charter or by-law provision,
statute, regulation, judgment, order, decree or law of which a
breach would occur as a result of the execution and delivery of
this Agreement or the consummation of any of the transactions
provided for in this Agreement.
(c) Good Title. All the Shareholder's Shares are now, and at the time
the Offeror directly or indirectly takes up and pays for the
Shareholder's Shares under the Offer will be beneficially owned
by the Shareholder with good and marketable title, free and clear
of any and all mortgages, liens, charges, restrictions, security
interests, adverse claims, pledges, encumbrances and demands or
rights of others of any nature or kind whatsoever.
(d) No Agreements. No person, firm or corporation has any agreement
or option, or any right or privilege (whether by law, pre-emptive
or contractual) capable of becoming an agreement or option, for
the purchase, acquisition or transfer from the Shareholder, or
any registered holder of the Shareholder's Shares, of any of the
Shareholder's Shares, or any interest therein or right thereto,
except pursuant to this Agreement.
(e) Voting. Neither the Shareholder nor any registered holder of the
Shareholder's Shares has previously granted or agreed to grant
any ongoing proxy in respect of the Shareholder's Shares or
entered into any voting trust, vote pooling or other agreement
with respect to the right to vote, call meetings of shareholders
or give consents or approvals of any kind as to the Shareholder's
Shares.
(f) No Proceeding Pending. There is no claim, action, lawsuit,
arbitration, mediation or other proceeding pending or, to the
best of the knowledge, information and belief of the Shareholder,
threatened against the Shareholder, which relates to this
Agreement or otherwise materially impairs the ability of the
Shareholder to consummate the transactions contemplated hereby.
215625
|
Honeywell Int'l
As referenced in this Deposit Agreement:
honeywell international – Dear Vinod:
This letter agreement (the "Agreement") sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C. Ltd., a direct or indirect
honeywell international – be sent.
(a) If to the Offeror's Parent or the Offeror, addressed as follows:
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962
Attention: Senior Vice President and General Counsel
Facsimile: (
honeywell international – Attention: Senior Vice President and General Counsel
Facsimile: (973) 455-4217
with a copy to:
Honeywell International Inc.
1600 Utica Avenue S
Suite 300
St. Louis Park, MN 55416
Attention: Vice President
honeywell international – in two
or more counterparts, all of which taken together will constitute one
binding agreement.
HONEYWELL INTERNATIONAL INC.
By: /s/ Anne T. Madden
--------------------
Anne T. Madden,
Vice President-Corporate Planning
and Development
dt 14949
;
Vinod Bakshi;
| 678669 B.C. Ltd.;
Silent Witness Enterprises Ltd.
|
| Preview
Subscribers | 2003 |
Deposit Agreement
Deposit Agreement (47K)
Doc #215626: Click preview link for longer preview.
DEPOSIT AGREEMENT
-----------------
STRICTLY CONFIDENTIAL
---------------------
October 10, 2003
Opinder Singh Gill
1043 53 St. E
Vancouver, B.C.
V5X 1J7
Dear Tom:
This letter agreement (the "Agreement") sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C. Ltd., a direct or indirect wholly-owned subsidiary of the
Offeror's Parent (the "Offeror") to make an offer (the "Offer") on
substantially the terms and conditions set forth in the support agreement
between Silent Witness Enterprises Ltd. (the "Company") and the Offeror and
the Offeror's Parent dated the date hereof (the "Support Agreement"), to
purchase all of the issued and outstanding common shares (the "Shares") of
the Company.
This Agreement also sets out the terms and conditions of the agreement by
you (the "Shareholder") to deposit, or cause to be deposited, under the
Offer: (i) the 81,700 Shares presently owned beneficially by the
Shareholder; (ii) all Shares, if any, issued upon the exercise of certain
stock options or any other rights convertible or exercisable for shares
held by the Shareholder; and (iii) any Shares subsequently acquired by the
Shareholder (the "Shareholder's Shares"), and sets out the obligations and
commitments of the Shareholder in connection therewith. References in this
Agreement to the Shares held or to be acquired by the Shareholder include
the associated rights issued pursuant to the Company's "Rights Plan" (as
defined in the Support Agreement).
ARTICLE 1
THE OFFER
1.1 TIMING OF THE OFFER.
-------------------
The Offeror's Parent agrees to cause the Offeror to make the Offer for all
of the Shares within the time and upon the terms as provided for in the
Support Agreement, and subject to the conditions therein contained.
1.2 MODIFICATION OF OFFER.
---------------------
The Offeror's Parent agrees that it will not cause or permit the Offeror to
amend, modify or change the Offer without the prior written consent of the
Shareholder, which consent shall not be unreasonably withheld, and to
provide a draft of any proposed amendment, modification or change to the
Offer to the Shareholder and to consult with the Shareholder with respect
to the terms and conditions of such proposed amendment, modification or
change of the Offer. The covenants in the foregoing sentence shall not
apply in respect of any amendments, modifications or changes to the Offer
in accordance with section 1.1(e) of the Support Agreement provided that
the Offeror and the Offeror's Parent shall not, without the consent of the
Shareholder:
(a) increase the number or percentage of Shares required to satisfy
the "Minimum Condition" (as defined in the Support Agreement) or
decrease the number or percentage of Shares required to satisfy
the Minimum Condition below 50% of the outstanding Shares,
decrease the consideration per Share payable under the Offer,
change the form of consideration payable under the Offer (other
than to add additional consideration) or decrease the number of
Shares sought under the Offer;
(b) impose additional material conditions to the Offer;
(c) in the event all of the "Bid Conditions" (as defined in the
Support Agreement) are satisfied or waived, extend the period
during which Shares may be deposited under the Offer without
taking up and paying for Shares validly deposited thereunder and
not withdrawn except as required by applicable law; or
(d) modify or amend the Offer or any terms thereof in a manner
adverse to the Shareholder.
1.3 GENERAL.
-------
Subject to the terms and conditions of the Support Agreement, the Offeror's
Parent hereby covenants to use, and to cause the Offeror to use, its
reasonable best efforts to successfully complete the Offer and the
transactions contemplated by this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
-------------------------------------------------
The Shareholder hereby represents and warrants to the Offeror's Parent
that:
(a) Authorization. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and
binding agreement enforceable by the Offeror's Parent against the
Shareholder in accordance with its terms subject, however, to
limitations with respect to enforcement imposed by law in
connection with bankruptcy or similar proceedings, the equitable
power of the courts to stay proceedings before them and the
execution of judgements and to the extent that equitable remedies
such as specific performance and injunction are in the discretion
of the court from which they are sought.
(b) Ownership of Shares. The Shareholder: (i) is the sole beneficial
owner of 81,700 Shares which are currently held by the
Shareholder; (ii) is the holder of no options to purchase Shares;
and (iii) is the holder of 33,750 share appreciation rights
("Share Appreciation Rights") to receive a cash payment based on
the price of the Shares or the right to receive Shares. Except as
stated in this paragraph, the Shareholder does not own or
control, directly or indirectly, any other Shares or options,
rights or other entitlements to acquire Shares. The Shareholder
has the exclusive right to dispose of the Shareholder's Shares as
provided in this Agreement and the Shareholder is not a party to,
bound or affected by or subject to, any charter or by-law
provision, statute, regulation, judgment, order, decree or law of
which a breach would occur as a result of the execution and
delivery of this Agreement or the consummation of any of the
transactions provided for in this Agreement.
(c) Good Title. All the Shareholder's Shares and Share Appreciation
Rights are now, and at the time the Offeror directly or
indirectly takes up and pays for the Shareholder's Shares under
the Offer will be beneficially owned by the Shareholder with good
and marketable title, free and clear of any and all mortgages,
liens, charges, restrictions, security interests, adverse claims,
pledges, encumbrances and demands or rights of others of any
nature or kind whatsoever.
(d) No Agreements. No person, firm or corporation has any agreement
or option, or any right or privilege (whether by law, pre-emptive
or contractual) capable of becoming an agreement or option, for
the purchase, acquisition or transfer from the Shareholder, or
any registered holder of the Shareholder's Shares, of any of the
Shareholder's Shares, or any interest therein or right thereto,
except pursuant to this Agreement.
(e) Voting. Neither the Shareholder nor any registered holder of the
Shareholder's Shares has previously granted or agreed to grant
any ongoing proxy in respect of the Shareholder's Shares or
entered into any voting trust, vote pooling or other agreement
with respect to the right to vote, call meetings of shareholders
or give consents or approvals of any kind as to the Shareholder's
Shares.
215626
|
Honeywell Int'l
As referenced in this Deposit Agreement:
honeywell international – Dear Tom:
This letter agreement (the "Agreement") sets out the terms and conditions
upon which Honeywell International Inc. (the "Offeror's Parent") will cause
678669 B.C. Ltd., a direct or indirect
honeywell international – be sent.
(a) If to the Offeror's Parent or the Offeror, addressed as follows:
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962
Attention: Senior Vice President and General Counsel
Facsimile: (
honeywell international – Attention: Senior Vice President and General Counsel
Facsimile: (973) 455-4217
with a copy to:
Honeywell International Inc.
1600 Utica Avenue S
Suite 300
St. Louis Park, MN 55416
Attention: Vice President
honeywell international – two
or more counterparts, all of which taken together will constitute one
binding agreement.
{PAGE}
HONEYWELL INTERNATIONAL INC.
By: /s/ Anne T. Madden
--------------------
Anne T. Madden,
Vice President-Corporate Planning
and Development
dt 14950
;
Opinder Singh Gill;
| 678669 B.C. Ltd.;
Silent Witness Enterprises Ltd.
|
| Preview
Subscribers | 2002 |
Letter Agreement Re: Voting Agreements
Letter Agreement Re: Voting Agreements (4K)
Doc #215693: Click preview link for longer preview.
December 5, 2002
Victoria and Eagle Strategic Fund
c/o Victoria and Eagle Asset Management S.A.
via Nassa 33
Lugano, Switzerland
Niklaus F. Zenger
Kanalstrasse 31
Glattbrugg, Switzerland
George K. Broady
c/o Ultrak, Inc.
1301 Waters Ridge Drive
Lewisville, Texas 75057
Myriam Hernandez
Rossliweg 12
Oberbipp
Switzerland
Ladies and Gentlemen:
215693
|
Honeywell Int'l
As referenced in this Letter Agreement Re: Voting Agreements:
honeywell international – the Voting Agreements, dated as of August 8, 2002
(the "Voting Agreement"), by and among Honeywell International Inc., a
Delaware corporation ("Honeywell") and the individuals and entities listed
on each Schedule A
honeywell international – to the matters stated herein by signing
and returning this letter.
{PAGE}
Very truly yours,
HONEYWELL INTERNATIONAL INC.
By: /s/ Roger Fradin
---------------------------------
Name: Roger Fradin
Title: President, ACP
Consented to and acknowledged:
dt 15011
;
Victoria and Eagle Strategic Fund;
Victoria and Eagle Asset Management S.A.;
| Niklaus F. Zenger;
George K. Broady;
More... |
| Preview
Subscribers | 2002 |
Voting Agreement
Voting Agreement (26K)
Doc #215713: Click preview link for longer preview.
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of August 8, 2002, by
and between Honeywell International Inc., a Delaware corporation
("Honeywell"), and the individuals and entities listed on Schedule A hereto
(collectively, the "Stockholders").
RECITALS
--------
A. Honeywell, UTAH, Inc., a Delaware corporation (the "Company"), and
certain subsidiaries of the Company are entering into an Asset . . .
215713
|
Honeywell Int'l
As referenced in this Voting Agreement:
honeywell international – VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of August 8, 2002, by
and between Honeywell International Inc., a Delaware corporation
("Honeywell"), and the individuals and entities listed on Schedule A
honeywell international, – Agreement dated August 8, 2002, entered into between the record
owner of such shares and Honeywell International, Inc.
The Stockholder shall cause a counterpart of this Agreement to be deposited
with
honeywell international – this Agreement to be duly executed as of the day and year first above
written.
HONEYWELL INTERNATIONAL INC.
By: /s/ Daniel K. Clift
---------------------------------------
Name: Daniel K. Clift
Title: Director, Corp. Development
VICTORIA
dt 15029
;
|
 Fried Frank
As referenced in this Voting Agreement:
Fried, Frank – Honeywell:
To the address set forth in the Asset Purchase Agreement
With a copy to:
Fried, Frank , Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, California 90071-3406
dt 36701
|
| Preview
Subscribers | 2002 |
Voting Agreement
Voting Agreement (23K)
Doc #215714: Click preview link for longer preview.
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of August 8, 2002, by
and between Honeywell International Inc., a Delaware corporation
("Honeywell"), and the individual listed on Schedule A hereto (the
"Stockholder").
RECITALS
--------
A. Honeywell, UTAH, Inc., a Delaware corporation (the "Company"), and
certain subsidiaries of the Company are entering into an Asset Purchase
Agreement of . . .
215714
|
Honeywell Int'l
As referenced in this Voting Agreement:
honeywell international – VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of August 8, 2002, by
and between Honeywell International Inc., a Delaware corporation
("Honeywell"), and the individual listed on Schedule A hereto (the
"
honeywell international, – Agreement dated August 8, 2002, entered into between the record
owner of such shares and Honeywell International, Inc.
The Stockholder shall cause a counterpart of this Agreement to be deposited
with
honeywell international – this Agreement to be duly executed as of the day and year first
above written.
HONEYWELL INTERNATIONAL INC.
By: /s/ Daniel K. Clift
-------------------------------------
Name: Daniel K. Clift
Title: Director, Corporate Development
/s/
dt 15030
;
|
Fried Frank
As referenced in this Voting Agreement:
Fried, Frank – Honeywell:
To the address set forth in the Asset Purchase Agreement
With a copy to:
Fried, Frank , Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, California 90071-3406
dt 36702
|
| Preview
Subscribers | 2001 |
By-Laws [Amended 2001]
By-Laws [Amended 2001] (57K)
Doc #215765: Click preview link for longer preview.
By-laws
of
Honeywell International Inc.
Amended as of
July 3, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I--OFFICES.........................................................................1
SECTION 1. Registered Office...........................................................1
SECTION 2. Other Offices...............................................................1
ARTICLE II--MEETINGS OF STOCKHOLDERS.......................................................1
SECTION 1. Place of Meetings...........................................................1
SECTION 2. Annual Meetings.............................................................1
SECTION 3. Special Meetings............................................................1
SECTION 4. Notice of Meetings..........................................................1
SECTION 5. Quorum......................................................................2
SECTION 6. Order of Business...........................................................2
SECTION 7. Voting......................................................................2
SECTION 8. Inspectors..................................................................2
ARTICLE III--DIRECTORS.....................................................................3
SECTION 1. Powers......................................................................3
SECTION 2. Number, Election and Terms..................................................3
SECTION 3. Advance Notice of Stockholder Business and Nominations......................3
SECTION 4. Place of Meetings...........................................................6
SECTION 5. Regular Meetings............................................................6
SECTION 6. Special Meetings............................................................6
SECTION 7. Notice of Meetings..........................................................6
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 8. Quorum and Manner of Acting..................................................7
SECTION 9. Resignation..................................................................7
SECTION 10. Removal of Directors........................................................7
SECTION 11. Compensation of Directors...................................................7
ARTICLE IV--COMMITTEES OF THE BOARD.........................................................7
SECTION 1. Appointment and Powers of Audit Committee....................................7
SECTION 2. Other Committees.............................................................8
SECTION 3. Action by Consent; Participation by Telephone or Similar Equipment...........8
SECTION 4. Changes in Committees; Resignations; Removals................................8
ARTICLE V--OFFICERS.........................................................................9
SECTION 1. Number and Qualifications....................................................9
SECTION 2. Resignations.................................................................9
SECTION 3. Removal......................................................................9
SECTION 4. Vacancies....................................................................9
SECTION 5. Chairman of the Board........................................................9
SECTION 6. Vice Chairman of the Board..................................................10
SECTION 7. Chief Executive Officer.....................................................10
SECTION 8. President...................................................................10
SECTION 9. Vice Presidents.............................................................10
SECTION 10. General Counsel............................................................10
SECTION 11. Treasurer..................................................................10
SECTION 12. Secretary..................................................................10
SECTION 13. Controller.................................................................11
SECTION 14. Bonds of Officers..........................................................11
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
SECTION 15. Compensation...............................................................11
SECTION 16. Officers of Operating Companies or Divisions...............................11
ARTICLE VI--CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC........................................11
SECTION 1. Contracts...................................................................11
SECTION 2. Checks, etc.................................................................11
SECTION 3. Loans.......................................................................12
SECTION 4. Deposits....................................................................12
ARTICLE VII--CAPITAL STOCK.................................................................12
SECTION 1. Stock Certificates and Uncertificated Shares................................12
SECTION 2. List of Stockholders Entitled to Vote.......................................12
SECTION 3. Stock Ledger................................................................12
SECTION 4. Transfers of Capital Stock..................................................13
SECTION 5. Lost Certificates...........................................................13
SECTION 6. Fixing of Record Date.......................................................13
SECTION 7. Registered Owners...........................................................13
ARTICLE VIII--FISCAL YEAR..................................................................14
ARTICLE IX--SEAL...........................................................................14
ARTICLE X--WAIVER OF NOTICE................................................................14
ARTICLE XI--AMENDMENTS.....................................................................14
ARTICLE XII--EMERGENCY BY-LAWS.............................................................14
SECTION 1. Emergency Board of Directors................................................15
SECTION 2. Membership of Emergency Board of Directors..................................15
SECTION 3. Powers of the Emergency Board...............................................15
{/TABLE}
iii
{PAGE}
{TABLE}
{S} {C}
SECTION 4. Stockholders' Meeting.......................................................15
SECTION 5. Emergency Corporate Headquarters............................................15
SECTION 6. Limitation of Liability.....................................................15
215765
|
Honeywell Int'l
As referenced in this By-Laws [Amended 2001]:
honeywell international – ex-3ii.txt
{DESCRIPTION}EXHIBIT 3(II)
{TEXT}
{PAGE}
Exhibit 3(ii)
By-laws
of
Honeywell International Inc.
Amended as of
July 3, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE
honeywell international – Corporate Headquarters............................................15
SECTION 6. Limitation of Liability.....................................................15
{/TABLE}
iv
{PAGE}
By-laws
of
Honeywell International Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of Honeywell
International Inc. (
honeywell
international – of
Honeywell International Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of Honeywell
International Inc. (hereinafter called the Corporation) within the State of
Delaware shall be in the City
"honeywell international – SEAL
The Corporation's seal shall be circular in form and shall include the
words "Honeywell International Inc., Delaware, 1985, Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required by
dt 15075
| |
| Preview
Subscribers | 2000 |
By-Laws
By-Laws (59K)
Doc #215845: Click preview link for longer preview.
By-laws
of
Honeywell International Inc.
Amended as of
May 26, 2000
{PAGE}
TABLE OF CONTENTS
ARTICLE I-OFFICES......................................................1
SECTION 1. Registered Office........................................1
SECTION 2. Other Offices............................................1
ARTICLE II-MEETINGS OF STOCKHOLDERS....................................1
SECTION 1. Place of Meetings........................................1
SECTION 2. Annual Meetings..........................................1
SECTION 3. Special Meetings.........................................1
SECTION 4. Notice of Meetings.......................................1
SECTION 5. Quorum...................................................2
SECTION 6. Order of Business........................................2
SECTION 7. Voting...................................................2
SECTION 8. Inspectors...............................................2
ARTICLE III-DIRECTORS..................................................3
SECTION 1. Powers...................................................3
SECTION 2. Number, Election and Terms...............................3
SECTION 3. Advance Notice of Stockholder Business and Nominations...3
SECTION 4. Place of Meetings........................................6
SECTION 5. Regular Meetings.........................................6
SECTION 6. Special Meetings.........................................6
SECTION 7. Notice of Meetings.......................................6
i
{PAGE}
SECTION 8. Quorum and Manner of Acting..............................7
SECTION 9. Resignation..............................................7
SECTION 10. Removal of Directors.....................................7
SECTION 11. Compensation of Directors................................7
ARTICLE IV-COMMITTEES OF THE BOARD.....................................7
SECTION 1. Appointment of Powers of Audit Committee.................7
SECTION 2. Other Committees.........................................8
SECTION 3. Action by Consent, Participation by Telephone or Similar
Equipment..............................................8
SECTION 4. Changes in Committees; Resignations; Removals............9
ARTICLE V-OFFICERS.....................................................9
SECTION 1. Number and Qualifications................................9
SECTION 2. Resignations.............................................9
SECTION 3. Removal..................................................9
SECTION 4. Vacancies...............................................10
SECTION 5. Chairman of the Board...................................10
SECTION 6. Vice Chairman of the Board..............................10
SECTION 7. Chief Executive Officer.................................10
SECTION 8. President...............................................10
SECTION 9. Vice Presidents.........................................10
SECTION 10. General Counsel.........................................10
SECTION 11. Treasurer...............................................11
SECTION 12. Secretary...............................................11
SECTION 13. Controller..............................................11
SECTION 14. Bonds of Officers.......................................11
ii
{PAGE}
SECTION 15. Compensation............................................11
SECTION 16. Officers of Operating Companies or Divisions............12
SECTION 17. Provisions Relating to Michael R. Bonsignore............12
ARTICLE VI-CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC....................12
SECTION 1. Contracts...............................................12
SECTION 2. Checks, etc.............................................12
SECTION 3. Loans...................................................13
SECTION 4. Deposits................................................13
ARTICLE VII-CAPITAL STOCK.............................................13
SECTION 1. Stock Certificates and Uncertificated Shares............13
SECTION 2. List of Stockholders Entitled to Vote...................13
SECTION 3. Stock Ledger............................................14
SECTION 4. Transfers of Capital Stock..............................14
SECTION 5. Lost Certificates.......................................14
SECTION 6. Fixing of Record Date...................................14
SECTION 7. Registered Owners.......................................15
ARTICLE VIII-FISCAL YEAR..............................................15
ARTICLE IX-SEAL.......................................................15
ARTICLE X-WAIVER OF NOTICE............................................15
ARTICLE XI-AMENDMENTS.................................................15
ARTICLE XII-EMERGENCY BY-LAWS.........................................16
SECTION 1. Emergency Board of Directors............................16
SECTION 2. Membership of Emergency Board of Directors..............16
iii
{PAGE}
SECTION 3. Powers of the Emergency Board...........................16
SECTION 4. Stockholders' Meeting...................................16
SECTION 5. Emergency Corporate Headquarters........................17
SECTION 6. Limitation of Liability.................................17
iv
{PAGE}
By-Laws
of
Honeywell International Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of
Honeywell International Inc. (hereinafter called the
Corporation) within the State of Delaware shall be in the City
of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation may also have an
office or offices and keep the books and records of the
Corporation, except as may otherwise be required by law, in
such other place or places, either within or without the State
of Delaware, as the Board of Directors of the Corporation
(hereinafter called the Board) may from time to time determine
or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of Stockholders
of the Corporation shall be held at the registered office of
the Corporation in the State of Delaware or at such other
place, within or without the State of Delaware, as may from
time to time be fixed by the Board or specified or fixed in the
respective notices or waivers of notice thereof.
SECTION 2. Annual Meetings. The annual meeting of
Stockholders of the Corporation for the election of directors
and for the transaction of any other proper business shall be
215845
|
Honeywell Int'l
As referenced in this By-Laws:
honeywell international – TYPE}EX-3
{SEQUENCE}2
{FILENAME}0002.txt
{TEXT}
Exhibit 3(ii)
-------------
By-laws
of
Honeywell International Inc.
Amended as of
May 26, 2000
{PAGE}
TABLE OF CONTENTS
ARTICLE I-OFFICES......................................................1
honeywell international – Emergency Corporate Headquarters........................17
SECTION 6. Limitation of Liability.................................17
iv
{PAGE}
By-Laws
of
Honeywell International Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of
Honeywell International Inc. (
honeywell international – of
Honeywell International Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of
Honeywell International Inc. (hereinafter called the
Corporation) within the State of Delaware shall be in the
"honeywell international – SEAL
The Corporation's seal shall be circular in form and shall
include the words "Honeywell International Inc., Delaware,
1985, Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required
dt 15152
| |
| Preview
Subscribers | 2004 |
Bylaws [Amended 2004]
Bylaws [Amended 2004] (70K)
Doc #220256: Click preview link for longer preview.
BYLAWS
OF
LOCKHEED MARTIN CORPORATION
(Incorporated under the laws of Maryland, August 26, 1994, and herein referred to as the Corporation)
ARTICLE I
STOCKHOLDERS
Section 1.01. ANNUAL MEETINGS. The Corporation shall hold an annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation at such date during the month of April in each year as shall be determined by the Board of Directors. Subject to Article I, Sectio |