1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995,
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NO. 0-10235
GENTEX CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2030505
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 N. CENTENNIAL, ZEELAND, MICHIGAN 49464
(Address of principal executive offices) (Zip Code)
(616) 772-1800
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
--------- ---------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
--------- ---------
APPLICABLE ONLY TO CORPORATE USERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class at October 13, 1995
----- -------------------
Common Stock, $0.06 Par Value 16,851,936
Exhibit Index located at page 12
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PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
At September 30, 1995 and December 31, 1994
ASSETS
September 30, 1995 December 31, 1994
------------------ -----------------
CURRENT ASSETS
Cash and cash equivalents $12,456,645 $11,183,991
Short term investments 19,344,636 8,146,964
Accounts receivable, net 14,194,599 11,086,980
Inventories 5,763,297 5,303,552
Prepaid expenses and other 865,995 715,466
------------ -----------
Total current assets 52,625,172 36,436,953
PLANT AND EQUIPMENT - NET 18,077,994 17,172,523
OTHER ASSETS
Long-term investments 28,362,496 26,282,085
Patents and other assets, net 2,106,842 598,918
------------ -----------
Total other assets 30,469,338 26,881,003
------------ -----------
Total assets $101,172,504 $80,490,479
============ ===========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Accounts payable $5,038,498 $4,115,391
Accrued liabilities 6,772,811 4,621,936
------------ -----------
Total current liabilities 11,811,309 8,737,327
DEFERRED INCOME TAXES 997,923 377,691
SHAREHOLDERS' INVESTMENT
Common stock 1,011,116 990,569
Additional paid-in capital 36,426,589 31,875,455
Other shareholders' equity 50,925,567 38,509,437
------------ -----------
Total shareholders' investment 88,363,272 71,375,461
------------ -----------
Total liabilities and
shareholders' investment $101,172,504 $80,490,479
============ ===========
See accompanying notes to condensed consolidated financial statements.
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GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30 September 30
--------------------- ----------------------
1995 1994 1995 1994
---- ---- ---- ----
NET SALES $26,800,804 $23,092,959 $78,864,491 $64,960,431
COST OF GOODS SOLD 16,381,157 13,652,274 47,754,591 37,229,039
----------- ----------- ----------- -----------
Gross profit 10,419,647 9,440,685 31,109,900 27,731,392
OPERATING EXPENSES:
Research and development 1,433,673 1,244,969 4,353,045 3,664,214
Selling, general
& administrative 2,998,945 2,671,366 9,412,245 7,132,428
----------- ----------- ----------- -----------
Total operating expenses 4,432,618 3,916,335 13,765,290 10,796,642
----------- ----------- ----------- -----------
Income from operations 5,987,029 5,524,350 17,344,610 16,934,750
OTHER INCOME (EXPENSE)
Interest, net 743,323 452,177 2,057,260 1,110,869
Other 8,309 3,837 60,410 61,332
----------- ----------- ----------- -----------
Total other income 751,632 456,014 2,117,670 1,172,201
----------- ----------- ----------- -----------
Income before provision
for federal income taxes 6,738,661 5,980,364 19,462,280 18,106,951
PROVISION FOR FEDERAL INCOME TAXES 2,161,000 2,003,000 6,301,000 6,038,000
----------- ----------- ----------- -----------
NET INCOME $ 4,577,661 $ 3,977,364 $13,161,280 $12,068,951
=========== =========== =========== ===========
EARNINGS PER SHARE $0.27 $0.23 $0.77 $0.71
WEIGHTED DAILY AVERAGE OF
COMMON STOCK OUTSTANDING 17,209,184 17,008,495 17,112,874 16,969,747
See accompanying notes to condensed consolidated financial statements.
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GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1995 and 1994
1995 1994
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $13,161,280 $12,068,951
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 2,370,799 2,223,254
Gain on disposal of equipment (8,107) (3,700)
Deferred income taxes 522,199 391,428
Amortization of deferred compensation 224,997 268,801
Change in assets and liabilities:
Accounts receivable, net (3,107,619) (3,683,121)
Inventories (459,745) (847,771)
Prepaid expenses and other (52,496) 65,995
Accounts payable 923,107 2,870,030
Accrued liabilities 2,150,875 623,427
----------- -----------
Net cash provided by
operating activities 15,725,290 13,977,294
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (Increase) in short-term investments (11,197,672) 1,302,214
Plant and equipment additions (3,190,567) (2,786,956)
Proceeds from sale of plant and equipment 5,000 3,700
Increase in long-term investments (2,131,974) (11,680,407)
Increase in other assets (1,577,879) (86,552)
----------- -----------
Net cash used for
investing activities (18,093,092) (13,248,001)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock and tax benefit of
stock plan transactions 3,640,456 4,090,485
----------- -----------
Net cash provided by
financing activities 3,640,456 4,090,485
----------- -----------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 1,272,654 4,819,778
CASH AND CASH EQUIVALENTS,
beginning of period 11,183,991 5,979,530
----------- -----------
CASH AND CASH EQUIVALENTS,
end of period $12,456,645 $10,799,308
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) The condensed consolidated financial statements included herein have
been prepared by the Registrant, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It is
suggested that these condensed consolidated financial statements be
read in conjunction with the financial statements and notes thereto
included in the Registrant's 1994 annual report on Form 10-K.
(2) In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting
of only a normal and recurring nature, necessary to present fairly the
financial position of the Registrant as of September 30, 1995, and
December 31, 1994, and the results of operations and cash flows for
the interim periods presented.
(3) Inventories consisted of the following at the respective quarter end:
September 30, 1995 December 31, 1994
------------------ -----------------
Raw materials $3,540,685 $3,568,074
Work-in-process 260,065 275,183
Finished goods 1,962,547 1,460,295
---------- ----------
$5,763,297 $5,303,552
========== ==========
(4) The Company owns four U.S. Patents for automatic mirrors and
electrochromic devices that were the subject of patent infringement
claims asserted against Donnelly Corporation ("Donnelly") during 1990
to 1993. All of those claims, except for the patent infringement
claim against the Donnelly "Polychromic" rearview mirror, were either
adjudicated or resolved in a May 1993 settlement. Gentex received
$3.6 million in damages and settlement fees.
Despite the May 1993 settlement agreement, in November 1993, Donnelly
requested that the U.S. Patent and Trademark office (USPTO) re-examine
certain claims it had granted to Gentex in the Company's U.S. Patent
No. 5,128,799. The USPTO agreed to do so, which is not unusual, and
that re-examination is proceeding.
In the case of Gentex Corporation vs. Donnelly Corporation (No. 1:93
CV 430), filed in U.S. District Court for the Western District of
Michigan, Southern Division, the patent infringement claim against
Donnelly's "Polychromic" rearview mirror was adjudicated by the
Federal District Court in March 1994, when it granted Donnelly's
motion for summary judgment of non-infringement of Gentex U.S. Patent
No. 5,128,799 by the Donnelly "Polychromic" rearview mirror. However,
Gentex appealed that March 1994 judgment to the Court of Appeals for
the Federal Circuit. Oral arguments were heard on that appeal in
November 1994, and a decision is pending.
The Company also is in litigation with Donnelly on the July 1993 and
October 1994 suits Donnelly filed for alleged patent infringement by
the Company's products. The July 1993 case of Donnelly Corporation
vs. Gentex Corporation (No. 1:93 CV 530), filed in U.S. District Court
for the Western District of Michigan, Southern Division, is related to
alleged infringement of three Donnelly patents directed to the use of
lights in mirrors ("light and rearview mirror assembly patents") and
of one Donnelly patent directed to the use of a rearview mirror with a
dark or color-matched seal ("dark or color-matched seal patent"). The
Company responded to this suit and denied infringement of each patent,
asserting that the Donnelly patents are invalid and unenforceable and
asserting that Donnelly had failed to comply with the patent marking
statute, precluding recovery of pre-suit damages.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
(4) (Cont.)
From May 1994 to April 1995, both parties filed a number of motions on
issues related to the July 1993 case. The Court ruled on the majority
of those motions in August and September 1995. The motions and
decisions were as follows:
A. May 1994: Donnelly made a motion for a preliminary injunction
against the Company's alleged infringement of the Donnelly dark or
color-matched seal patent. In a September 25, 1995, order, the Court
denied this motion.
B. June 1994: Gentex made a motion for summary judgment of
invalidity of that same patent. In an August 29, 1995, order, the
Court denied this motion and vacated the October 1995 trial date.
This case has now been set for a jury trial in the February 1996 term.
C. April 1995: Gentex made motions (1) for summary judgment of the
non-infringement and invalidity of the three Donnelly light and
rearview mirror assembly patents, and (2) for partial summary judgment
precluding Donnelly from recovering any damages for certain acts of
alleged infringement.
In the August 29, 1995, order, the Court granted the Company's motion
for summary judgment of invalidity of two of the three Donnelly light
and rearview mirror assembly patents [C.(1)] and dismissed Donnelly's
claim for infringement of the third light and rearview mirror assembly
patent without prejudice, noting that Donnelly desired to abandon that
claim. In the September 25, 1995, order, the Court denied Gentex's
motions for partial summary judgment [C.(2)], noting that its August
29, 1995, order granting summary judgment of patent invalidity
resolved some of Gentex's motions regarding damages.
D. April 1995: Donnelly filed motions for partial summary judgment
seeking to dismiss certain defenses asserted by the Company (1)
against the dark or color-matched seal patent and (2) against two of
the light and rearview mirror assembly patents. Donnelly also filed
motions seeking summary judgment of alleged infringement of (3) the
dark or color-matched seal patent, and (4) one of the light and
rearview mirror assembly patents. (5) Donnelly also made a motion for
summary judgment that Donnelly had properly marked its electrochromic
mirrors.
In the August 29, 1995, order, the Court denied Donnelly motions
D.(1), D.(2) and D.(4). In the September 25, 1995, order, the Court
denied Donnelly motion D.(3) and granted Donnelly motion D.(5).
In the October 1994 case of Donnelly Corporation vs. Gentex
Corporation (No. 1:94 CV 695), filed in U.S. District Court for the
Western District of Michigan, Southern Division, Donnelly's complaint,
as amended, alleged that the Company's rearview mirror products
infringe three Donnelly patents directed to the use of ultraviolet
stabilizers to protect electrochromic mirrors from the harmful effects
of ultraviolet radiation (U.S. Patent Nos. 5,355,245, 5,340,503 and
5,073,012). Donnelly also made a motion for a preliminary injunction.
The Company responded to this suit, denying infringement and asserting
that the Donnelly patents are invalid and unenforceable because
Donnelly engaged in inequitable conduct before the U.S. Patent and
Trademark Office in obtaining these patents. This case is in the
discovery stage and no trial date has been scheduled.
In June 1995, the Company filed suit against Donnelly Corporation (No.
4:95 CV 120) in the U.S. District Court for the Western District of
Michigan, Southern Division, for a judgment declaring three Donnelly
patents to be invalid and not infringed by the Company. Two of those
Donnelly patents are directed to rearview mirrors having an optical
display, such as a compass heading readout ("compass mirror patents"),
and the other Donnelly patent is directed to rearview mirrors made
with a certain type of glass coating ("color suppressed coating
patent"). After limited discovery in this case, on September 7, 1995,
Donnelly counterclaimed alleging that the Company's products infringe
one of its compass mirror patents and its color suppressed coating
patent. On October 18, 1995, the Company filed a motion for summary
judgment of patent invalidity with respect to the two compass mirror
patents. Oral argument on that motion is scheduled for February 27,
1996. Discovery is just beginning in this case and no trial date has
been scheduled.
While the ultimate results of patent litigation cannot be predicted
with certainty, management believes that they will not have a material
adverse effect on the Company's financial statements.
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GENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS:
THIRD QUARTER 1995 VERSUS THIRD QUARTER 1994
Net Sales. Net sales for the third quarter of 1995 increased
by approximately $3,708,000, or 16%, when compared with the third
quarter last year. Net sales of the Company's automotive mirrors
increased by 26% as automatic mirror unit shipments increased from
approximately 425,000 in the third quarter of 1994 to 542,000 in the
current quarter. This increase primarily reflected increased
penetration on domestic and foreign 1996 model year vehicles for
interior and exterior electrochromic Night Vision Safety(TM) (NVS(R))
Mirrors. Net sales of the Company's fire protection products
decreased 17%, primarily due to reduced shipments of its strobe
warning light to a major customer that has developed its own strobe
product.
Cost of Goods Sold. As a percentage of net sales, cost of
goods sold increased from 59% in the third quarter of 1994 to 61% for
the comparable period in 1995. This increased percentage primarily
reflects automotive customer price reductions for the 1995 and 1996
model years and changes in the Company's product mix of automotive
mirror shipments.
Operating Expenses. Research and development expenses
increased approximately $189,000, but remained at 5% of net sales,
when compared with the same quarter last year, primarily reflecting
additional staffing and contractual research and engineering services.
Selling, general and administrative expenses increased approximately
$328,000, but decreased from 12% to 11% of net sales, when compared
with the third quarter of 1994. This increased expense primarily
reflected higher patent litigation legal expense accruals of $950,000,
compared to $730,000 last year.
Other Income - Net. Other income increased by approximately
$296,000 when compared with the third quarter of 1994, primarily due
to the higher investable fund balances and higher interest rates.
NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS NINE MONTHS ENDED
SEPTEMBER 30, 1994
Net Sales. Net sales for the nine months ended September 30,
1995, increased by approximately $13,904,000, or 21%, when compared to
the same period last year. Net sales of the Company's automotive
mirrors increased by 29% as automatic mirror unit shipments increased
from approximately 1,264,000 in the first nine months of 1994 to
1,567,000 in the first nine months of 1995. This increase primarily
reflected increased penetration on domestic and foreign 1995 and 1996
model year vehicles for interior and exterior electrochromic Night
Vision Safety(TM) (NVS(R)) Mirrors. Net sales of the Company's fire
protection products decreased 6% as reduced shipments of its strobe
warning light to a major customer that has developed its own strobe
more than offset a 15% sales increase to other customers.
Cost of Goods Sold. As a percentage of net sales, cost of
goods sold increased from 57% in the first nine months of 1994 to 61%
for the comparable period in 1995. This increased percentage
primarily reflects automotive customer price reductions for the 1995
and 1996 model years and changes to the Company's product mix of
automotive mirror shipments.
Operating Expenses. For the nine months ended September 30,
1995, research and development expenses increased approximately
$689,000, but remained at 6% of net sales, when compared to the same
period last year, primarily reflecting additional staffing and
contractual research and engineering services. Selling, general and
administrative expenses increased approximately $2,280,000, and
increased from 11% to 12% of net sales, when compared to the first
nine months of 1994. This increased expense primarily reflected
higher patent litigation legal expense accruals of $3,050,000,
compared to $1,300,000 last year.
7
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ITEM 2. RESULTS OF OPERATIONS (CONT.) :
NINE MONTHS ENDED SPETEMBER 30, 1995 VERSUS NINE MONTHS ENDED
SEPTEMBER 30, 1994 (CONT.)
Other Income - Net. Other income for the nine months ended
September 30, 1995, increased by approximately $946,000 as compared to
the first nine months of 1994, primarily due to the higher investable
fund balances and higher interest rates.
FINANCIAL CONDITION:
Management considers the Company's working capital and
long-term investments totaling approximately $69,176,000 at September
30, 1995, together with internally generated cash flow and an
unsecured $5,000,000 line of credit from a bank, to be sufficient to
cover anticipated cash needs for the foreseeable future.
TRENDS AND DEVELOPMENTS:
The Company currently supplies NVS(R) Mirrors to BMW, Chrysler
Corporation, Ford Motor Company and General Motors Corporation under
long-term contracts. The General Motors contract is through the 1998
model year, and the contracts with BMW are for the four-year period
ending March 31, 1999. The term of the Ford contract is through
December 1999, and the Chrysler contract runs through the 1999 Model
Year.
The Company has agreed to price reductions over the life of its
long-term contracts and continues to experience pricing pressures from
its automotive customers, which have affected, and which will continue
to affect its margins to the extent that the Company is unable to
offset the price reductions with productivity improvements,
engineering cost reductions and increases in unit sales volume. In
addition, the Company continues to experience pressure for raw
material cost increases.
The total costs to defend the Company in the July 1993, October
1994 and June 1995 suits involving certain patents owned by Donnelly
Corporation will be affected by the duration and activity level, and
are not determinable at this time. However, if the current activity
level continues, management currently believes that patent litigation
expenses will be incurred at the ongoing level of approximately
$1,000,000 per quarter.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In June 1995, the Company filed suit against Donnelly Corporation
(No. 4:95 CV 120) in the U.S. District Court for the Western
District of Michigan, Southern Division, for a judgment declaring
three Donnelly patents to be invalid and not infringed by the
Company. Two of those Donnelly patents (U.S. Patent Nos.
5,416,313 and 5,285,060) are directed to rearview mirrors having
an optical display, such as a compass heading readout ("compass
mirror patents"), and the other Donnelly patent (U.S. Patent No.
5,424,865) is directed to rearview mirrors made with a certain
type of glass coating ("color suppressed coating patent").
After limited discovery in this case, on September 7, 1995,
Donnelly counterclaimed alleging that the Company's products
infringe one of its compass mirror patents (U.S. Patent No.
5,416,313) and its color suppressed coating patent (U.S. Patent
No. 5,424,865). On October 18, 1995, the Company filed a motion
for summary judgment of invalidity with respect to the two compass
mirror patents. Oral argument on that motion is scheduled for
February 27, 1996. Discovery is just beginning in this case and
no trial date has been scheduled.
From May 1994 to April 1995, both parties filed a number of
motions on issues related to the July 1993 case (Donnelly
Corporation vs. Gentex Corporation (No. 1:93 CV 530). The Court
ruled on those motions in August and September 1995. The motions
and decisions were as follows:
A. May 1994: Donnelly made a motion for a preliminary
injunction against the Company's alleged infringement of the
Donnelly dark or color-matched seal patent. In a September 25,
1995, order, the Court denied this motion.
B. June 1994: Gentex made a motion for summary judgment of
invalidity of that same patent. In an August 29, 1995, order, the
Court denied this motion and vacated the October 1995 trial date.
This case has now been set for a jury trial in the February 1996
term.
C. April 1995: Gentex made motions (1) for summary judgment of
the non-infringement and invalidity of the three Donnelly light
and rearview mirror assembly patents, and (2) for partial summary
judgment precluding Donnelly from recovering any damages for
certain acts of alleged infringement.
In the August 29, 1995, order, the Court granted the Company's
motion for summary judgment of invalidity of two of the three
Donnelly light and rearview mirror assembly patents [C.(1)] and
dismissed Donnelly's claim for infringement of the third light and
rearview mirror assembly patent without prejudice, noting that
Donnelly desired to abandon that claim. In the September 25,
1995, order, the Court denied Gentex's motions for partial summary
judgment [C.(2)], noting that its August 29, 1995, order granting
summary judgment of patent invalidity resolved some of Gentex's
motions regarding damages.
D. April 1995: Donnelly filed motions for partial summary
judgment seeking to dismiss certain defenses asserted by the
Company (1) against the dark or color-matched seal patent and (2)
against two of the light and rearview mirror assembly patents.
Donnelly also filed motions seeking summary judgment of alleged
infringement of (3) the dark or color-matched seal patent, and (4)
one of the light and rearview mirror assembly patents. (5)
Donnelly also made a motion for summary judgment that Donnelly had
properly marked its electrochromic mirrors.
In the August 29, 1995, order, the Court denied Donnelly motions
D.(1), D.(2), and D.(4). In the September 25, 1995, order, the
Court denied Donnelly motion D.(3) and granted Donnelly motion
D.(5).
9
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings (cont.)
On August 10, 1995, Donnelly amended its complaint in the October
1994 case of Donnelly vs. Gentex (No. 1:94 CV 695) to allege
infringement of a third Donnelly patent (U.S. Patent No.
5,073,012), also directed to the use of ultraviolet stabilizers to
protect electrochromic mirrors from the harmful effects of
ultraviolet radiation.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on Page 12.
(b) No reports on Form 8-K were filed during the three months ended
September 30, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENTEX CORPORATION
Date 11/01/95 /s/ Fred T. Bauer
------------- ------------------------
Fred T. Bauer
Chairman and Chief
Executive Officer
Date 11/01/95 /s/ Enoch C. Jen
------------- ------------------------
Enoch C. Jen
Vice President-Finance,
Principal Financial and
Accounting Officer
11
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3(a)(1) Registrant's Articles of Incorporation were filed in 1981 as Exhibit 2(a) to a
Registration Statement on Form S-18 (Registration No. 2-74226C), an Amendment to those
Articles was filed as Exhibit 3 to Registrant's Report on Form 10-Q in August of 1985, an
additional Amendment to those Articles was filed as Exhibit 3(a)(i) to Registrant's Report
on Form 10-Q in August of 1987, and an additional Amendment to those Articles was filed as
Exhibit 3(a)(2) to Registrant's Report on Form 10-K dated March 10, 1992, all of which are
hereby incorporated herein by reference.
3(a)(2) Amendment to Articles of Incorporation, adopted on May 12, 1994, was filed as Exhibit 3(a)(2)
to Registrant's Report on Form 10-Q dated April 28, 1995, and the same is hereby incorporated
herein by reference.
3(b) Registrant's Bylaws as amended and restated August 18, 1995.
4(a) A specimen form of certificate for the Registrant's common stock, par value $.06 per share,
was filed as part of a Registration Statement on Form S-18 (Registration No. 2-74226C) as
Exhibit 3(a), as amended by Amendment No. 3 to such Registration Statement, and the same is
hereby incorporated herein by reference.
4(b) Shareholder Protection Rights Agreement, dated as of August 26, 1991, including as Exhibit A
the form of Certificate of Adoption of Resolution Establishing Series of Shares of Junior
Participating Preferred Stock of the Company, and as Exhibit B the form of Rights Certificate
and of Election to Exercise, was filed as Exhibit 4(b) to Registrant's report on Form 8-K on
August 20, 1991, and the same is hereby incorporated herein by reference.
4(b)(1) First Amendment to Shareholder Protection Rights Agreement, effective April 1, 1994, was
filed as Exhibit 4(b)(1) to Registrant's report on Form 10-Q on April 29, 1994, and the
same is hereby incorporated herein by reference.
10(a)(1) A Lease dated August 15, 1981, was filed as part of a Registration Statement (Registration
Number 2-74226C) as Exhibit 9(a)(1), and the same is hereby incorporated herein by reference.
10(a)(2) A First Amendment to Lease dated June 28, 1985, was filed as Exhibit 10(m) to Registrant's
Report on Form 10-K dated March 18, 1986, and the same is hereby incorporated herein by
reference.
*10(b)(1) Gentex Corporation Qualified Stock Option Plan (as amended and restated, effective May 11,
1995), was filed as Exhibit 10(b)(1) to Registrant's Report on Form 10-Q dated August 1,
1995, and the same is hereby incorporated herein by reference.
*10(b)(2) Gentex Corporation 1987 Incentive Stock Option Plan (as amended through May 24, 1989), was
filed as Exhibit 10(g)(3) to Registrant's Report on Form 10-K dated March 1, 1990, and the
same is hereby incorporated herein by reference.
*10(b)(3) Gentex Corporation Restricted Stock Plan was filed as Exhibit 10(b)(3) to Registrant's Report
on Form 10-K dated March 10, 1992, and the same is hereby incorporated herein by reference.
*10(b)(4) Gentex Corporation Non-Employee Director Stock Option Plan as amended through March 5, 1993,
was filed as Exhibit 10(b)(4) to Registrant's Report on Form 10-K dated March 5, 1993, and
the same is incorporated herein in reference.
10(e) The form of Indemnity Agreement between Registrant and each of the Registrant's directors was
filed as a part of a Registration Statement on Form S-2 (Registration No. 33-30353) as Exhibit
10(k) and the same is hereby incorporated herein by reference.
27 Financial Data Schedule
------------------------
* Indicates a compensatory plan or arrangement.
12
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Exhibit 3(b)
BYLAWS
OF
GENTEX CORPORATION
A MICHIGAN CORPORATION
AS AMENDED AND RESTATED AUGUST 18, 1995
ARTICLE I. OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be as specified in the Articles of Incorporation or such other place as
determined by the Board of Directors if notice thereof is filed with the state
of Michigan. The Corporation shall keep records containing the names and
addresses of all shareholders, the number, class and series of shares held by
each, and the dates when they respectively became holders of record thereof, at
its registered office or at the office of its transfer agent.
SECTION 2. OTHER OFFICES. The business of the Corporation may be
transacted in such locations other than the registered office, within or
outside the state of Michigan, as the Board of Directors may from time to time
determine.
ARTICLE II. CAPITAL STOCK
SECTION 1. STOCK CERTIFICATES. Certificates representing shares of the
Corporation shall be in such form as is approved by the Board of Directors.
Certificates shall be signed capital stock, by the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, President or a Vice
President, and by the Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary of the Corporation, and shall be sealed with the seal of the
Corporation, or a facsimile thereof, if one be adopted. The signatures of the
officers may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself, or its
employees. In the event an officer who has signed, or whose facsimile
signature has been placed upon, a certificate ceases to be such officer before
the certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of issue.
SECTION 2. REPLACEMENT OF LOST OR DESTROYED CERTIFICATES. In the event
of the loss or destruction of a stock certificate, no new certificate shall be
issued in place thereof until the Corporation has received from the registered
holder such assurances, representations, warranties and/or guarantees as the
Board of Directors, in its sole discretion, shall deem advisable, and until the
Corporation receives such indemnification protecting it against any claim that
may be made on account of such lost or destroyed certificate, or the issuance
of any new certificate in place thereof, including an indemnity bond in such
amount and with sureties, if any, as the Board of Directors, in its sole
discretion, deems advisable. Any new
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certificate issued in place of any such lost or destroyed certificate shall be
plainly marked "duplicate," upon its face.
SECTION 3. TRANSFER OF SHARES. Shares of stock of the Corporation
shall be transferable only upon the books of the Corporation. The old
certificates shall be surrendered to the Corporation by delivery thereof to the
person in charge of the stock transfer books of the Corporation, or to such
other person as the Board of Directors may designate, properly endorsed for
transfer, and such certificates shall be cancelled before a new certificate is
issued. The Corporation shall be entitled to treat the person in whose name
any share, right or option is registered as the owner thereof for all purposes,
and shall not be bound to recognize any equitable or other claim with respect
thereto, regardless of any notice thereof, except as may be spcifically
required by the laws of the state of Michigan.
SECTION 4. RULES GOVERNING STOCK CERTIFICATES. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration of
certificates of stock, and may appoint a transfer agent and a registrar of
transfer, and may require all such certificates to bear the signature of such
transfer agent and of such registrar of transfers.
SECTION 5. RECORD DATE FOR STOCK RIGHTS. The Board of Directors may
fix a date not exceeding sixty (60) days preceding the date of payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the shareholders entitled to receive payment of
any such dividends, or any such allotment of rights, or to exercise the rights
with respect to any such change, conversion, or exchange of capital stock;
provided, however, that such date shall not precede the date on which the Board
takes action to establish the record date. Only shareholders of record on the
date so fixed shall be entitled to receive payment of such dividends, or
allotment of rights, or exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date is fixed.
In the event the Board of Directors shall fail to fix a record date as
provided in this section of these Bylaws, the record date for the purposes
specified herein shall be the close of business on the date on which the
resolution of the Board of Directors relating thereto is adopted.
SECTION 6. DIVIDENDS. The Board of Directors, in its discretion, may
from time to time declare and direct payment of dividends or other
distributions upon its outstanding shares out of funds legally available for
such purposes, which dividends may be paid in cash, the Corporation's bonds or
the Corporation's property, including the shares or bonds of other
corporations. In the event a dividend is paid or any other distribution made,
in any part, from sources other than earned surplus, payment or distribution
thereof shall be accompanied by written notice to the shareholders (a)
disclosing the amounts by which the dividend or distribution affects stated
capital, capital surplus and earned surplus, or (b) if such amounts are not
determined at the time of the notice, disclosing the approximate effect
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of the dividend or distribution upon stated capital, capital surplus and earned
surplus, and stating that the amounts are not yet determinable.
In addition, the Board of Directors, in its discretion, from time to
time may declare and direct the payment of a dividend in shares of this
Corporation, upon its outstanding shares, in accordance with and subject to the
provisions of the Michigan Business Corporation Act. A share divided or other
distribution of shares of the Corporation shall be accompanied by a written
notice to shareholders (a) disclosing the amounts by which the distributions
affect stated capital, capital surplus and earned surplus, or (b) if such
amounts are not determinable at the time of the notice, disclosing the
approximate effect of the distribution upon stated capital, capital surplus and
earned surplus, and stating that the amounts are not yet determinable.
SECTION 7. TREASURY SHARES. Shares that have been issued and
reacquired by the Corporation shall constitute authorized but unissued shares.
SECTION 8. REDEMPTION OF CONTROL SHARES. Control shares acquired in a
control share acquisition, with respect to which no acquiring person statement
has been filed with the Corporation, shall, at any time during the period
ending sixty (60) days after the last acquisition of control shares or the
power to direct the exercise of voting power of control shares by the acquiring
person, be subject to redemption by the Corporation. After an acquiring person
statement has been filed with the Corporation and after the meeting at which
the voting rights of the control shares acquired in a control share acquisition
are submitted to the shareholders, the shares shall be subject to redemption by
the Corporation unless the shares are accorded full voting rights by the
shareholders as provided in Section 798 of the Michigan Business Corporation
Act. Redemptions of shares pursuant to this bylaw shall be at the fair value
of the shares pursuant to procedures adopted by the Board of Directors of the
Corporation.
The terms "control shares," "control share acquisition," "acquiring
person statement," "acquiring person," and "fair value" as used in this bylaw,
shall have the meanings ascribed to them, respectively, in Chapter 7B of the
Michigan Business Corporation Act.
ARTICLE III. SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held
at such place, within or outside the state of Michigan, as may be determined
from time to time by the Board of Directors.
SECTION 2. ANNUAL MEETING. Annual meetings of shareholders for
election of directors and for such other business as may come before the
meeting shall be held on such date prior to the first day of June of each year
as the Board of Directors may determine from time to time.
SECTION 3. SPECIAL MEETINGS. Special meetings of sharholders shall be
called at the direction of the Board of Directors by the Chairman or the
Secretary, or upon receipt by
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either of them of a request in writing, stating the purpose or purposes
thereof, and signed by shareholders of record owning 50 percent of the voting
shares of the Corporation issued and outstanding, or by a majority of the
directors then in office.
SECTION 4. RECORD DATE FOR NOTICE AND VOTE. The Board of Directors may
fix a date not more than sixty (60) nor less than ten (10) days before the date
of a shareholders' meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at the meeting or adjournments
thereof; provided, however, that such date shall not precede the date on which
the Board takes action to establish the record date. In the event the Board of
Directors fails to fix such a record date, the record date for determination of
shareholders shall be the close of business on the day next preceding the day
on which notice is given.
SECTION 5. NOTICE OF SHAREHOLDER MEETINGS. Written notice of the time,
place, and purposes of any meeting of shareholders shall be given to
shareholders entitled to vote thereat, not less than ten (10) nor more than
sixty (60) days before the date of the meeting, which notice may be given
either by delivery in person to such shareholders or by mailing such notice to
shareholders at their addresses as the same appear on the stock books of the
Corporation; provided, however, that attendance of a person at a meeting of
shareholders, in person or by proxy, constitutes a waiver of notice of the
meeting, except when the shareholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business, because the meeting is not lawfully called or convened.
SECTION 6. VOTING LISTS. The Corporation's officer or agent having
charge of its stock transfer books shall prepare and certify a complete list of
the shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof, which list shall be arranged alphabetically within each class and
series, and shall show the address of and number of shares held by each
shareholder. The list shall be produced at the time and place of the meeting
of shareholders and be subject to inspection by any shareholder at any time
during the meeting. If for any reason these requirements with respect to this
shareholder list have not been complied with, any shareholder, either in person
or by proxy, who in good faith challenges the existence of sufficient votes to
carry any action at the meeting, may demand that the meeting be adjourned and
the same shall be adjourned until the requirements are complied with; provided,
however, that failure to comply with such requirements does not affect the
validity of any action taken at the meeting before such demand is made.
SECTION 8. QUORUM. Shares equaling a majority of all of the voting
shares of the capital stock of the Corporation issued and outstanding
(excluding treasury stock), represented in person or by proxy, shall constitute
a quorum at the meetings of shareholders. Meetings at which less than a quorum
is represented may be adjourned by a vote of a majority of the shares present
to a further date without further notice other than the announcement at such
meeting, and when the quorum shall be present upon such adjourned date, any
business may be transacted which might have been transacted at the meeting as
originally called. Shareholders present in person or by proxy at any meeting
of
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shareholders may continue to do business until adjournment, notwithstanding the
withdrawal of shareholders to leave less than a quorom.
SECTION 9. CONDUCT OF MEETINGS. The officer who is to preside at
meetings of shareholders pursuant to Article V of these Bylaws, or his or her
designee, shall determine the agenda and the order in which business shall be
conducted unless the agenda and the order of business have been fixed by the
Board of Directors. Such officer or designee shall call meetings of
shareholders, to order and shall preside unless otherwise determined by the
affirmative vote of a majority of all of the voting shares of the Corporation
issued and outstanding other than treasury shares. The Secretary of the
Corporation shall act as secretary of all meetings of shareholders, but in the
absence of the Secretary, or his or her inability or refusal to act as
secretary, the presiding officer shall appoint any person to act as Secretary
of the meeting.
SECTION 10. INSPECTORS OF ELECTIONS. The Board of Directors may, in
advance of a meeting of shareholders, appoint one or more inspectors to act at
the meeting or any adjournment thereof. In the event inspectors are not so
appointed, or an appointed inspector fails to appear or act, the person
presiding at the meeting of shareholders may, and on request of a shareholder
entitled to vote thereat shall appoint one or more persons to fill such vacancy
or vacancies, or to act as inspector. The inspector(s) shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots, or consents, hear and determine
challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots or consents, determine the results, and do such
acts as are proper to conduct the election or vote with fairness to all
shareholders.
ARTICLE IV. DIRECTORS
SECTION 1. BOARD OF DIRECTORS. The authority and size of the Board of
Directors, and the procedures for nominating, electing and removing directors
shall be as specified in the Corporation's Articles of Incorporation.
SECTION 2. RESIGNATION. A director may resign by written notice to
the Corporation, which resignation is effective upon its receipt by the
Coporation or at a subsequent time as set forth in the written notice of
resignation.
SECTION 3. PLACE OF MEETINGS AND RECORDS. The directors shall hold
their meetings, and maintain the minutes of the proceedings of meetings of
shareholders, Board of Directors, and executive and other committees, if any,
and keep the books and records of account for the Corporation, in such place or
places, within or outside the state of Michigan, as the Board may from time to
time determine.
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SECTION 4. REGULAR MEETINGS OF THE BOARD. Regular meetings of the
Board of Directors may be held at such times and places and pursuant to such
notice, if any, as may be established from time to time by resolution of the
Board of Directors.
SECTION 5. SPECIAL MEETINGS OF THE BOARD. Special meetings of the
Board of Directors may be called by the Chairman of the Board, the President or
the Secretary, and shall be called by one of them upon the written request of a
majority of the directors. Written notice of the time and place of special
meetings of the Board shall be given by regular mail, telegram, or personal
delivery to each director at least twenty-four (24) hours prior thereto.
Notices of special meetings may state a purpose or purposes for the meeting,
but such notices shall not be required to state any purpose and shall not be
deemed deficient if the statement or purpose is incomplete or inaccurate.
SECTION 6. QUORUM AND VOTE. A majority of the members of the Board
then in office constitutes a quorum for the transaction of business, and the
vote of a majority of the members present at any meeting at which a quorum is
present constitutes the action of the Board of Directors.
SECTION 7. ACTION OF THE BOARD WITHOUT A MEETING. Any action required
or permitted to be taken pursuant to authorization voted at a meeting of the
Board of Directors may be taken without a meeting if, before or after the
action, all members of the Board of Directors consent thereto in writing. Such
written consent shall be filed with the minutes of the proceedings of the Board
of Directors and the consent shall have the same effect as a vote of the Board
of Directors for all purposes.
SECTION 8. REPORT TO SHAREHOLDERS. At least once in each year the
Board of Directors shall cause a financial report of the Corporation for the
preceding fiscal year to be made and distributed to each shareholder within
four (4) months after the end of each fiscal year. The report shall include
the Corporation's statement of income, its year-end balance sheet and, if
prepared by the Corporation, its statement of source and application of funds.
SECTION 9. CORPORATE SEAL. The Board of Directors may provide a
suitable corporate seal, which seal shall be kept in the custody of the
Secretary and used by him or her.
SECTION 10. COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, and/or reasonable
compensation for attendance at meetings of the Board or of any committee of
which they are a member, and the Board of Directors may distinguish between
directors on the basis of time devoted to the Company's affairs including travel
time and/or between directors who are employees of the Corporation and other
directors in establishing such compensation.
SECTION 11. EXECUTIVE COMMITTEE. The Board of Directors may by
resolution establish an executive or other committee composed of two (2) or
more of the directors to exercise such powers and authority of the Board of
Directors to the extent provided in such
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resolution and not prohibited by the Michigan Business Corporation Act for the
management of the business and affairs of the Corporation. Such committees and
each member thereof shall serve at the pleasure of the Board of Directors.
SECTION 12. COMPENSATION COMMITTEE. The Compensation Committee shall
be responsible for annually reviewing the Corporation's policy for compensation
of executive officers and making recommendations with respect to that policy to
the Board of Directors. Consistent with that policy, the Committee shall make
all compensation decisions for executive officers, including the grant of stock
options or other stock based incentives under formally adopted plans. The
Committee shall consist of not less than three (3) directors who are not
employees of the Corporation, except that the Chairman of the Board may serve
on the Committee irrespective of his employment status, and all members shall
serve at the pleasure of the Board of Directors.
SECTION 13. AUDIT COMMITTEE. The Audit Committee shall be responsible
for annually making recommendations to the Board of Directors with respect to
the selection of independent public accountants to serve as the Corporation's
auditors, and for reviewing the scope of their audit, their audit report, and
any recommendations made by them. The Committee shall consist of not less than
two (2) directors who are not employees of the Corporation, and the members
shall serve at the pleasure of the Board of Directors.
SECTION 14. OTHER COMMITTEES. The Board of Directors may, by
resolution, establish such other committees from time to time as they think
advisable, with such purposes, authority, and membership as is set forth in
the resolution establishing any such committee.
ARTICLE V. OFFICERS
SECTION 1. DESIGNATION OF OFFICERS. The officers of the Corporation
shall consist of a President, a Secretary, a Treasurer and such other offices
as may be established by the Board of Directors, including a Chairman of the
Board, one or more Vice Presidents and such Assistant Secretaries and Assistant
Treasurers as the Board may deem proper. The officers of the Corporation need
not be directors or shareholders. Any two or more offices may be held by the
same person, but an officer shall not execute, acknowledge, or verify any
instrument in more than one capacity if the instrument is required by law to be
executed, acknowledged, or verified by two or more officers. In addition, the
Board of Directors, by specific resolution, may authorize the Chief Executive
Officer to appoint Assistant Secretaries and Assistant Treasurers, which
subordinate, assistant officers may be removed at any time, with or without
cause, by the Chief Executive Officer or the Board of Directors.
SECTION 2. ELECTION OF OFFICERS. The officers of the Corporation
shall be elected at the first meeting of the Board of Directors, or by action
taken pursuant to written consent, after the annual meeting of shareholders.
Officers shall hold office for terms of one (1) year and until their respective
successors are elected and qualified, or until resignation or removal.
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SECTION 3. RESIGNATION AND REMOVAL. An officer may resign by written
notice to the Corporation, which resignation is effective upon its receipt by
the Corporation or at a subsequent time specified in the notice of resignation.
Officers of the Corporation serve at the pleasure of the Board of Directors and
may be removed by the Board at any time, with or without cause.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, if one be elected, shall be elected by the directors from among the
directors then serving. Unless otherwise determined by the Board of Directors,
the Chairman of the Board shall preside at all meetings of the shareholders and
at all meetings of the Board of Directors. The Chairman of the Board shall
perform such other duties as may be determined by resolution of the Board of
Directors including, if the board shall so determine, acting as the Chief
Executive Officer of the Corporation, in which case the Chairman shall have
general supervision, direction, and control of the business of the Corporation
and shall have the general powers and duties of management usually vested in or
incident to the office of the chief executive officer of a corporation.
SECTION 5. PRESIDENT. Unless the Board of Directors shall determine
otherwise, the President shall be the Chief Executive Officer as well as the
Chief Operating Officer of the Corporation and shall have general supervision,
direction, and control of the business of the Corporation as well as the duty
and responsibility to implement and accomplish the objectives of the
Corporation. In the absence or nonelection of a Chairman, or if so determined
by the Board of Directors, the President shall preside at all meetings of
shareholders and at all meetings of the Board of Directors, and the President
shall perform such other duties as may be assigned by the Board of Directors.
SECTION 6. VICE PRESIDENTS. In the absence of the President and the
Chairman of the Board, or in the event of their death, inability or refusal to
act, the Executive Vice President, if one has been elected, or other Vice
Presidents in the order designated at the time of their election, or in the
absence of such designation, then in the order of their election, shall perform
the duties of the President. The Executive Vice President and the other Vice
Presidents shall have such authority and shall perform such duties as shall be
assigned to them by the Board of Directors and may be designated by such
special titles as the Board of Directors shall approve.
SECTION 7. TREASURER. The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. The
Treasurer shall deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors or the President, taking proper
vouchers for such disbursements. The Treasurer shall render to the President
and Board of Directors, or any member thereof, at such times as they may
request within reason, an account of all transactions as Treasurer and of the
financial condition of the Corporation, and in general the Treasurer shall
perform all in incident to the Office of the Treasurer and such other duties as
may be assigned by the Board of Directors. The Treasurer may be required to
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give bond for the faithful performance of his duties in such sum and with such
surety, at the expense of the Corporation, as the Board of Directors may from
time to time require.
SECTION 8. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of sharholders and directors and all other notices
required by law or by these Bylaws, and in the case of his or her absence or
refusal or neglect to do so, any such notice may be given by any person so
directed by the Chief Executive Officer or by the directors. The Secretary
shall record all of the proceedings of minutes of shareholders and of the
directors in one or more books provided for that purpose, and shall perform all
duties incident to the office of Secretary, and such other duties as may be
assigned by the Board of Directors.
SECTION 9. OTHER OFFICES. Other officers elected by the Board of
Directors shall have such authority and shall perform such duties in the
management of the Corporation as may be determined by resolution of the Board of
Directors not inconsistent with these Bylaws.
ARTICLE VI. CONTRACTS, LOANS, CHECKS, AND LEGAL ACTION
SECTION 1. CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation, and no evidences of indebtedness shall be issued in its name,
unless authorized by a resolution of the Board of Directors. Such
authorization may be general or confined to specific instances.
SECTION 3. CHECKS. All checks, drafts, or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation, not otherwise
employed, shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositories as the Board of Directors
may determine.
ARTICLE VII. FISCAL YEAR
The fiscal year of this Corporation shall end on the 31st day of
December of each year.
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ARTICLE VIII. NOTICES
SECTION 1. NOTICES. Whenever any notice is required to be given under
the provisions of any law, the Articles of Incorporation for this Corporation,
or by these Bylaws, it shall not be construed or interpreted to mean personal
notice, unless expressly so stated, and any notice so required shall be deemed
to be sufficient if given in writing by mail, by depositing the same in a post
office box, postage prepaid, or delivery to a telegraph company, addressed to
the person entitled thereto at his last known address, and such notice shall be
deemed to have been given on the day of such mailing or delivery to a telegraph
company. Shareholders not entitled to vote shall not be entitled to receive
notice of any meetings, except as otherwise provided by law or these Bylaws.
SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of any law, or the Articles of Incorporation for
this Corporation, or these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE IX. AMENDMENTS
These Bylaws may be amended, repealed, or new Bylaws adopted either by
a majority vote of the Board of Directors at any regular or special meeting of
the Board, and without prior notice of intent to do so, or by majority vote of
shareholders at any annual or special meeting, if notice of the proposed
amendment, repeal, or adoption be contained in the notice of such meeting.
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3-MOS
DEC-31-1995
SEP-30-1995
12,456,645
19,344,636
14,410,624
(216,025)
5,763,297
52,625,172
29,707,730
(11,629,736)
101,172,504
11,811,309
0
1,011,116
0
0
87,352,156
101,172,504
26,800,804
26,800,804
16,381,157
20,813,775
(751,632)
21,000
0
6,738,661
2,161,000
4,577,661
0
0
0
4,577,661
0.27
0.27
