-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kwpdvm8tLn6BQ51cH3v0m0k5DR9dQZuRR25SedikgDbbIeTU+n/yi9XlICi8S7bE GSJOidIQBju1xa+FiyiiSA== 0000893877-96-000422.txt : 19961213 0000893877-96-000422.hdr.sgml : 19961213 ACCESSION NUMBER: 0000893877-96-000422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19961130 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC AEROSPACE & ELECTRONICS INC CENTRAL INDEX KEY: 0000790023 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 911744587 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26088 FILM NUMBER: 96679776 BUSINESS ADDRESS: STREET 1: 434 OLDS STATION ROAD CITY: WENATCHEE STATE: WA ZIP: 98801 BUSINESS PHONE: 5096648000 MAIL ADDRESS: STREET 2: 434 OLDS STATION ROAD CITY: WENATCHEE STATE: WA ZIP: 98801 FORMER COMPANY: FORMER CONFORMED NAME: PCT HOLDINGS INC /NV/ DATE OF NAME CHANGE: 19950223 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES LTD DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES SYSTEMS LTD DATE OF NAME CHANGE: 19890618 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 1996 PACIFIC AEROSPACE & ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Washington 0-26088 91-1744587 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation or organization) 434 Olds Station Road, Wenatchee, WA 98801 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (509) 664-8000 PCT HOLDINGS, INC. (Former name or former address, if changed since last report) Item 5. Other Events Effective as of November 30, 1996, PCT Holdings, Inc., a Nevada corporation ("PCTH"), merged into Pacific Aerospace & Electronics, Inc., a Washington corporation(the "Company"), in order to effect a change in PCTH's domicile from Nevada to Washington (the "Reincorporation Merger"), with the Company as the surviving entity. Prior to the Reincorporation Merger, the Company was a wholly-owned subsidiary of PCTH, organized for the purpose of reincorporating PCTH in Washington. Immediately prior to the Reincorporation Merger, the Company had no assets or liabilities. The Reincorporation Merger was approved by the shareholders of PCTH at the 1996 annual meeting of shareholders, for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. Upon the effectiveness of the Reincorporation Merger, the directors and executive officers of PCTH became the directors and executive officers of the Company. The Company's business, mailing address, principal executive offices and telephone number are the same as those of PCTH. Upon the effectiveness of the Reincorporation Merger, each outstanding share of the $.001 par value common stock of PCTH was automatically converted into one share of the $.001 par value common stock of the Company (the "Common Stock"), and each of the warrants to purchase common stock of PCTH sold in PCTH's registered public offering in July 1996 was automatically converted into warrants to purchase the Common Stock (the "Warrants"). It will not be necessary for shareholders or warrantholders of the Company to exchange their existing certificates. The Common Stock sold in PCTH's registered public offering in July 1996 and the Warrants continue to be traded on the Nasdaq National Market System, after the Reincorporation Merger, under the symbols "PCTH" and "PCTHW", respectively. Item 7. Financial Statements and Exhibits A. Financial Statements -------------------- None required. B. Exhibits -------- The following are filed as exhibits to this Current Report: 2.1 Agreement and Plan of Merger between PCT Holdings, Inc. and Pacific Aerospace & Electronics, Inc. dated November 25, 1996. 3.4 Articles of Incorporation of Pacific Aerospace & Electronics, Inc., as filed on September 20, 1996, with the Secretary of State of the State of Washington. 3.5 Articles of Merger of PCT Holdings, Inc. into Pacific Aerospace & Electronics, Inc. filed with the Nevada Secretary of State effective as of 11:59 p.m. PST on November 30, 1996. 3.6 Articles of Merger of PCT Holdings, Inc. with and into Pacific Aerospace & Electronics, Inc. filed with the Washington Secretary of State effective as of 11:59 p.m. PST on November 30, 1996. 3.7 Bylaws of Pacific Aerospace & Electronics, Inc. 4.1 Form of specimen certificate for the Common Stock. 4.2 Form of specimen certificate for the Warrants. 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 hereunto duly authorized. PACIFIC AEROSPACE & ELECTRONICS, INC. (Successor Issuer to PCT Holdings, Inc.) By: /s/ DONALD A. WRIGHT ---------------------------- Donald A. Wright President and Chief Executive Officer (Principal Executive Officer) Dated: December 12, 1996 EXHIBIT INDEX Exhibit Number Description 2.1 Agreement and Plan of Merger between PCT Holdings, Inc. and Pacific Aerospace & Electronics, Inc. dated November 25, 1996. 3.4 Articles of Incorporation of Pacific Aerospace & Electronics, Inc., as filed on September 20, 1996, with the Secretary of State of the State of Washington. 3.5 Articles of Merger of PCT Holdings, Inc. into Pacific Aerospace & Electronics, Inc. filed with the Nevada Secretary of State effective as of 11:59 p.m. PST on November 30, 1996. 3.6 Articles of Merger of PCT Holdings, Inc. with and into Pacific Aerospace & Electronics, Inc. filed with the Washington Secretary of State effective as of 11:59 p.m. PST on November 30, 1996. 3.7 Bylaws of Pacific Aerospace & Electronics, Inc. 4.1 Form of specimen certificate for the Common Stock. 4.2 Form of specimen certificate for the Warrants. EX-2.1 2 AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated November-25, 1996, between PCT Holdings, Inc., a Nevada corporation (the "Merging Corporation"), and Pacific Aerospace & Electronics, Inc., a Washington corporation (the "Surviving Corporation"). The Merging Corporation and the Surviving Corporation are sometimes referred to collectively as the "Constituent Corporations." WHEREAS, the shareholders and Board of Directors of each of the Constituent Corporations have deemed it advisable and for the mutual benefit of the Constituent Corporations and their respective shareholders that the Merging Corporation be merged into the Surviving Corporation pursuant to the provisions of the Washington Business Corporation Act, Title 23B of the Revised Code of Washington and the Nevada General Corporation Law (the "Merger"). NOW, THEREFORE, in accordance with the laws of the states of Washington and Nevada, the Constituent Corporations agree that, subject to the following terms and conditions, (i) the Merging Corporation shall be merged into the Surviving Corporation, (ii) the Surviving Corporation shall continue to be governed by the laws of the State of Washington, and (iii) the terms and conditions of the Merger, and the mode of carrying them into effect, shall be as follows: 1. Constituent Corporations. The name of the Merging Corporation is PCT Holdings, Inc. The Merging Corporation is a corporation organized under and governed by the laws of Nevada. The address of its principal place of business is 434 Olds Station Road, Wenatchee, Washington 98801. The name of the Surviving Corporation is Pacific Aerospace & Electronics, Inc. The Surviving Corporation is a corporation organized under and governed by the laws of Washington. The address of its principal place of business is 434 Olds Station Road, Wenatchee, Washington 98801. 2. Merger; Conversion of Shares. On the effective date of the Merger, (i) the Merging Corporation shall be merged with and into the Surviving Corporation, (ii) each outstanding share of common stock of the Merging Corporation, solely by virtue of the Merger and without any further action on the part of the Constituent Corporations or their shareholders, shall be changed into one share of common stock of the Surviving Corporation, and (iii) each of the outstanding shares of common stock of the Surviving Corporation shall be automatically canceled and returned to the status of authorized but unissued shares. 3. Options and Warrants. On the effective date of the Merger, each outstanding and unexercised option or warrant to purchase common stock of the Merging Corporation shall become an option or warrant, respectively, to purchase common stock of the Surviving Corporation, on the basis of one share of common stock of the Surviving Corporation for each share of common stock of the Merging Corporation issuable pursuant to any such option or warrant of the Merging Corporation and otherwise on the same terms and conditions and at the same exercise price per share as provided in any such option or warrant. 4. Effect of Merger. The effect of the Merger shall be as provided by the applicable provisions of the laws of Washington and Nevada. Without limiting the generality of the foregoing, and subject thereto, on the effective date, the separate existence of the Merging Corporation shall cease, and the Merging Corporation shall be merged in accordance with the provisions of this Agreement with and into the Surviving Corporation, which shall possess all the properties and assets, and all the rights, privileges, powers, immunities and franchises, of whatever nature and description, and shall be subject to all restrictions, disabilities, duties and liabilities of each of the Constituent Corporations; and all such things shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate or other property, or any interest therein, vested by deed or otherwise in either of the Constituent Corporations, shall be vested in the Surviving Corporation without reversion or impairment. 5. Articles of Incorporation. The Articles of Incorporation of the Surviving Corporation shall remain unchanged. 6. Effective Date. The effective date of the merger shall be the date on which executed counterparts of this Agreement or conformed copies thereof, together with duly executed Articles of Merger, have been duly filed by the Constituent Corporations in the office of the Washington Secretary of State pursuant to Section 23B.11.050 of the Washington Business Corporation Act and the office of the Nevada Secretary of State pursuant to Section 92A.200 of the Nevada General Corporation Law, or at such time thereafter as is provided in such Articles of Merger. 7. Abandonment. At any time before the effective date of the Merger, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by the Board of Directors of either the Merging Corporation or the Surviving Corporation or both, notwithstanding the approval of this Agreement by the shareholders of the Merging Corporation or by the sole stockholder of the Surviving Corporation, or by both. 8. Amendment. At any time before or after approval by the shareholders of the Constituent Corporations, this Agreement may be amended in any manner (except that any of the principal terms may not be amended without the approval of the shareholders of the Constituent Corporations), as may be determined in the judgment of the respective Boards of Directors of the Constituent Corporations to be necessary, desirable or expedient in order to clarify the intention of the parties thereto or to effect or facilitate the purpose and intent of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan of Merger to be duly executed on the date first above written. "MERGING CORPORATION" "SURVIVING CORPORATION" PCT HOLDINGS, INC. PACIFIC AEROSPACE & ELECTRONICS, INC. By /s/ Donald A. Wright By /s/ Donald A. Wright ------------------------------ -------------------------- Donald A. Wright, President Donald A. Wright, President EX-3.4 3 ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION OF PACIFIC AEROSPACE & ELECTRONICS, INC. ARTICLE I Name The name of this Corporation is Pacific Aerospace & Electronics, Inc. ARTICLE II Capital Stock A. Authorized Capital. This Corporation is authorized to issue a total of one hundred five million (105,000,000) shares, $.001 par value per share, consisting of one hundred million (100,000,000) shares to be designated "Common Stock" and five million (5,000,000) shares to be designated "Preferred Stock." Subject to any rights expressly granted to Preferred Stock issued pursuant to Paragraph B of this Article, the Common Stock shall have all the rights ordinarily associated with common shares, including but not limited to general voting rights, general rights to dividends, and liquidation rights. The Preferred Stock shall have the rights and preferences described in Paragraph B of this Article or in any resolution of the Board of Directors adopted pursuant to Paragraph B. B. Issuance of Preferred Stock in Series. The Preferred Stock may be issued from time to time in one or more series in any manner permitted by law and these Articles of Incorporation, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for its issuance, prior to the issuance of any shares thereof. The Board of Directors shall have the authority to fix and determine, subject to the provisions hereof, the rights and preferences of the shares of any series so established. Unless otherwise provided in the resolution establishing a series of shares of Preferred Stock, prior to the issuance of any shares of a series so established or to be established, the Board of Directors may by resolution amend the relative rights and preferences of the shares of such series, and, after the issuance of shares of a series whose number has been designated by the Board of Directors, the resolution establishing the series may be amended by the Board of Directors to decrease (but not below the number of shares of such series then outstanding) the number of shares of that series. ARTICLE III No Preemptive Rights Except as may otherwise be provided by the Board of Directors, no holder of any shares of this Corporation shall have any preemptive right to purchase, subscribe for or otherwise acquire any securities of this Corporation of any class or kind now or hereafter authorized. ARTICLE IV Number of Directors This Corporation shall have at least one director, the actual number to be fixed in accordance with the Bylaws. ARTICLE V No Cumulative Voting There shall be no cumulative voting of shares in this Corporation. ARTICLE VI Shareholder Voting on Significant Corporate Action Any corporate action for which the Washington Business Corporation Act, as then in effect, would otherwise require approval by either a two-thirds vote of the shareholders of this Corporation or by a two-thirds vote of one or more voting groups shall be deemed approved by the shareholders or the voting group(s) if it is approved by the affirmative vote of the holders of a majority of shares entitled to vote or, if approval by voting groups is required, by the holders of a majority of shares within each voting group entitled to vote separately. Notwithstanding this Article, effect shall be given to any other provision of these Articles that specifically requires a greater vote for approval of any particular corporate action. ARTICLE VII Limitation on Director Liability To the fullest extent permitted by Washington law, a director of this Corporation shall not be liable to the Corporation or its shareholders for monetary damages for his or her conduct as a director. Any amendment to or repeal of this Article shall not adversely affect any right of a director of this Corporation hereunder with respect to any acts or omissions of the director occurring prior to amendment or repeal. ARTICLE VIII Indemnification of Directors To the fullest extent permitted by its Bylaws and Washington law, this Corporation is authorized to indemnify any of its directors and officers. The Board of Directors shall be entitled to determine the terms of indemnification, including advance of expenses, and to give effect thereto through the adoption of Bylaws, approval of agreements, or by any other manner approved by the Board of Directors. Any amendment to or repeal of this Article shall not adversely affect any right of an individual with respect to any right to indemnification arising prior to such amendment or repeal. ARTICLE IX Registered Office and Registered Agent A. The first registered agent of this Corporation in the State of Washington is JGB Service Corporation. B. The street address of the first registered agent at the registered office of this Corporation in the State of Washington is One Union Square, Suite 3600, 600 University Street, Seattle, WA 98101. ARTICLE X Incorporator The name and address of the incorporator are as follows: Donald A. Wright 434 Olds Station Road Wenatchee, WA 98801 DATED: September 16, 1996. /s/ Donald A. Wright ------------------------ Donald A. Wright Incorporator CONSENT TO APPOINTMENT AS REGISTERED AGENT The undersigned hereby consents to serve as registered agent for Pacific Aerospace & Electronics, Inc. in the State of Washington. DATED this 17th day of September, 1996. JGB SERVICE CORPORATION By /s/ Marishka Marten ------------------------- Marishka Marten Its Assistant Secretary Address of Registered Agent: One Union Square, Suite 3600 600 University Street Seattle, WA 98101 EX-3.5 4 ARTICLES OF MERGER Exhibit 3.5 ARTICLES OF MERGER OF PCT HOLDINGS, INC. INTO PACIFIC AEROSPACE & ELECTRONICS, INC. Pursuant to Nev. Rev. Stat. ss.92A.200, the undersigned corporation hereby submits the following Articles of Merger for filing with the Nevada Secretary of State, for the purpose of merging PCT HOLDINGS, INC., a Nevada corporation (the "Merging Corporation"), with and into PACIFIC AEROSPACE & ELECTRONICS, INC., a Washington corporation (the "Surviving Corporation"). The Merging Corporation and the Surviving Corporation are sometimes referred to collectively as the "Constituent Corporations." 1. The Agreement and Plan of Merger between the Surviving Corporation and the Merging Corporation is attached as Exhibit A and is incorporated herein by this reference. 2. Pursuant to Nev. Rev. Stat. ss.92A.190(a), the Merger is permitted under Washington law, the Surviving Corporation's state of incorporation, and the Surviving Corporation has complied with Washington law in effecting the Merger. 3. Pursuant to Nev. Rev. Stat. ss.92A.190(c), the Nevada Secretary of State may send copies of process received by it for either of the Constituent Corporations to the Surviving Corporation at 434 Olds Station Road, Wenatchee, Washington 98801. 4. Pursuant to Nev. Rev. Stat. ss.92A.200(2), the Agreement and Plan of Merger has been adopted by the Board of Directors of each of the Constituent Corporations. 5. Pursuant to Nev. Rev. Stat. ss.92A.200(4)(a), the sole shareholder of the Surviving Corporation approved and adopted the Agreement and Plan of Merger by a written consent dated November 25, 1996. 6. Pursuant to Nev. Rev. Stat.ss.92A.200(4)(b), the Agreement and Plan of Merger was approved and adopted by vote of the shareholders of the Merging Corporation on November 12, 1996. The Merging Corporation has only one class of stock. The total number of votes entitled to be cast by the shareholders of the Merging Corporation was 9,728,309. Votes cast in favor of the Agreement and Plan of Merger totaled 5,141,774, and votes against the Agreement and Plan of Merger totaled 2,710. The number of votes cast in favor of the Agreement and Plan of Merger was sufficient to constitute approval and adoption of the Agreement and Plan of Merger by the shareholders of the Merging Corporation. 7. Pursuant to Nev. Rev. Stat. ss.92A.200(5), the Articles of Incorporation of the Surviving Corporation are attached as Exhibit B and are incorporated herein by this reference. 8. Pursuant to Nev. Rev. Stat. ss.92A.240, the Merger shall be effective at 11:59 p.m., Pacific Standard Time, on November 30, 1996. Executed on November 25, 1996. PACIFIC AEROSPACE & ELECTRONICS, INC. By: /s/ Donald A. Wright --------------------------------- Donald A. Wright Its: President By: /s/ Sheryl A. Symonds -------------------------------- Sheryl A. Symonds Its: Secretary STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On November 25, 1996, before me personally appeared DONALD A. WRIGHT, to me known to be the PRESIDENT of PACIFIC AEROSPACE & ELECTRONICS, INC., the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. /s/ Marishka T. Omundson-Marten ------------------------------- Name (Printed):Marishka T. Omundson-Marten --------------------------- NOTARY PUBLIC in and for the State of Washington, residing at Seattle ------- My appointment expires: 8-28-97. --------- STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On November 25, 1996, before me personally appeared SHERYL A. SYMONDS, to me known to be the SECRETARY of PACIFIC AEROSPACE & ELECTRONICS, INC., the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. /s/ Marishka T. Omundson-Marten ------------------------------- Name (Printed):Marishka T. Omundson-Marten --------------------------- NOTARY PUBLIC in and for the State of Washington, residing at Seattle ------- My appointment expires: 8-28-97. --------- EX-3.6 5 ARTICLES OF MERGER ARTICLES OF MERGER OF PCT HOLDINGS, INC. WITH AND INTO PACIFIC AEROSPACE & ELECTRONICS, INC. Pursuant to RCW 23B.11.050, the undersigned President of PCT Holdings, Inc., a Nevada corporation, and the undersigned President of Pacific Aerospace & Electronics, Inc., a Washington corporation, certify as follows: 1. The Agreement and Plan of Merger governing the merger of PCT Holdings, Inc. with and into Pacific Aerospace & Electronics, Inc. is attached hereto as Exhibit A and is incorporated herein by this reference. 2. A. On November 12, 1996, the shareholders of PCT Holdings, Inc. entitled to vote approved and adopted the Agreement and Plan of Merger, pursuant to RCW 23B.11.070 and applicable Nevada law. B. By a written consent dated November 25, 1996, the sole shareholder of Pacific Aerospace & Electronics, Inc. approved and adopted the Agreement and Plan of Merger, pursuant to RCW 23B.11.030. 3. These Articles of Merger shall be effective at 11:59 p.m., Pacific Standard Time, on November 30, 1996. IN WITNESS WHEREOF, the undersigned officers have executed these Articles of Merger in an official and authorized capacity under penalty of perjury on November 25, 1996. PCT HOLDINGS, INC. By: /s/ Donald A. Wright ------------------------------ Donald A. Wright Its: President PACIFIC AEROSPACE & ELECTRONICS, INC. By: /s/ Donald A. Wright ------------------------------- Donald A. Wright Its: President EX-3.7 6 BYLAWS Exhibit 3.7 BYLAWS OF PACIFIC AEROSPACE & ELECTRONICS, INC. SECTION 1. SHAREHOLDERS AND SHAREHOLDERS' MEETINGS 1.1 Annual Meeting. The annual meeting of the shareholders of this corporation (the "Corporation") for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at the principal office of the Corporation, or at some other place either within or without the State of Washington as designated by the Board of Directors, on the day and at the time specified in Exhibit A, which is attached hereto and incorporated herein by this reference, or on such other day and time as may be set by the Board of Directors. If the specified day is a Sunday or a legal holiday, then the meeting will take place on the next business day at the same time or on such other day and time as may be set by the Board of Directors. 1.2 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board, the President, a majority of the Board of Directors, or any shareholder or shareholders holding in the aggregate one-tenth of the voting power of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. The meetings shall be held at such time and place as the Board of Directors may prescribe, or, if not held upon the request of the Board of Directors, at such time and place as may be established by the President or by the Secretary in the President's absence. Only business within the purpose or purposes described in the meeting notice may be conducted. 1.3 Notice of Meetings. Written notice of the place, date and time of the annual shareholders' meeting and written notice of the place, date, time and purpose or purposes of special shareholders' meetings shall be delivered not less than 10 (or, if required by Washington law, 20) or more than 60 days before the date of the meeting, either personally, by facsimile, or by mail, or in any other manner approved by law, by or at the direction of the President or the Secretary, to each shareholder of record entitled to notice of such meeting. Mailed notices shall be deemed to be delivered when deposited in the mail, first-class postage prepaid, correctly addressed to the shareholder's address shown in the Corporation's current record of shareholders. 1.4 Waiver of Notice. Except where expressly prohibited by law or the Articles of Incorporation, notice of the place, date, time and purpose or purposes of any shareholders' meeting may be waived in a signed writing delivered to the Corporation by any shareholder at any time, either before or after the meeting. Attendance at the meeting in person or by proxy waives objection to lack of notice or defective notice of the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. 1.5 Shareholders' Action Without a Meeting. The shareholders may take any action without a meeting that they could properly take at a meeting, if one or more written consents setting forth the action so taken are signed by all of the shareholders entitled to vote with respect to the subject matter and are delivered to the Corporation for inclusion in the minutes or filing with the corporate records. If required by Washington law, all nonvoting shareholders must be given written notice of the proposed action at least ten days before the action is taken, unless such notice is waived in a manner consistent with these Bylaws. Actions taken under this section are effective when all consents are in the possession of the Corporation, unless otherwise specified in the consent. A shareholder may withdraw consent only by delivering a written notice of withdrawal to the Corporation prior to the time that all consents are in the possession of the Corporation. 1.6 Telephone Meetings. Shareholders may participate in a meeting of shareholders by means of a conference telephone or any similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting. 1.7 List of Shareholders. At least ten days before any shareholders' meeting, the Secretary of the Corporation or the agent having charge of the stock transfer books of the Corporation shall have compiled a complete list of the shareholders entitled to notice of a shareholders' meeting, arranged in alphabetical order and by voting group, with the address of each shareholder and the number, class, and series, if any, of shares owned by each. 1.8 Quorum and Voting. The presence in person or by proxy of the holders of a majority of the votes entitled to be cast on a matter at a meeting shall constitute a quorum of shareholders for that matter. If a quorum exists, action on a matter shall be approved by a voting group if the votes cast within a voting group favoring the action exceed the votes cast within the voting group opposing the action, unless a greater number of affirmative votes is required by the Articles of Incorporation or by law. If the Articles of Incorporation or Washington law provide for voting by two or more voting groups on a matter, action on a matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group. 1.9 Adjourned Meetings. If a shareholders' meeting is adjourned to a different place, date or time, whether for failure to achieve a quorum or otherwise, notice need not be given of the new place, date or time if the new place, date or time is announced at the meeting before adjournment. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in these Bylaws, that determination shall apply to any adjournment thereof, unless Washington law requires fixing a new record date. If Washington law requires that a new record date be set for the adjourned meeting, notice of the adjourned meeting must be given to shareholders as of the new record date. Any business may be transacted at an adjourned meeting that could have been transacted at the meeting as originally called. 1.10 Proxies. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by an agent. No appointment shall be valid after 11 months from the date of its execution unless the appointment form expressly so provides. An appointment of a proxy is revocable unless the appointment is coupled with an interest. No revocation shall be effective until written notice thereof has actually been received by the Secretary of the Corporation or any other person authorized to tabulate votes. SECTION 2. BOARD OF DIRECTORS 2.1 Number and Qualification. The business affairs and property of the Corporation shall be managed under the direction of a Board of Directors, the number of members of which is set forth in Exhibit A. The Board of Directors may increase or decrease this number by resolution. A decrease in the number of directors shall not shorten the term of an incumbent director. 2.2 Election - Term of Office. The directors shall be elected by the shareholders at each annual shareholders' meeting or at a special shareholders' meeting called for such purpose. Despite the expiration of a director's term, the director continues to serve until his or her successor is elected and qualified or until there is a decrease in the authorized number of directors. 2.3 Vacancies. Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, retirement, disqualification, removal, increase in the number of directors, or otherwise, may be filled for the remainder of the term by the Board of Directors, by the shareholders, or, if the directors in office constitute less than a quorum of the Board of Directors, by an affirmative vote of a majority of the remaining directors. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs. 2.4 Quorum and Voting. At any meeting of the Board of Directors, the presence in person (including presence by electronic means such as a telephone conference call) of a majority of the number of directors presently in office shall constitute a quorum for the transaction of business. Notwithstanding the foregoing, in no case shall a quorum be less than one-third of the authorized number of directors. If a quorum is present at the time of a vote, the affirmative vote of a majority of the directors present at the time of the vote shall be the act of the Board of Directors and of the Corporation except as may be otherwise specifically provided by the Articles of Incorporation, by these Bylaws, or by law. A director who is present at a meeting of the Board of Directors when action is taken is deemed to have assented to the action taken unless: (a) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or to transacting business at the meeting; (b) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. 2.5 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place, date and time as shall from time to time be fixed by resolution of the Board. 2.6 Special Meetings. Special meetings of the Board of Directors may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary or Treasurer, or any two or more directors. 2.7 Notice of Meetings. Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Any special meeting of the Board of Directors must be preceded by at least two days' notice of the date, time, and place of the meeting, but not of its purpose, unless the Articles of Incorporation or these Bylaws require otherwise. Notice may be given personally, by facsimile, by mail, or in any other manner allowed by law. Oral notice shall be sufficient only if a written record of such notice is included in the Corporation's minute book. Notice shall be deemed effective at the earliest of: (a) receipt; (b) delivery to the proper address or telephone number of the director as shown in the Corporation's records; or (c) five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid. Notice of any meeting of the Board of Directors may be waived by any director at any time, by a signed writing, delivered to the Corporation for inclusion in the minutes, either before or after the meeting. Attendance or participation by a director at a meeting shall constitute a waiver of any required notice of the meeting unless the director promptly objects to holding the meeting or to the transaction of any business on the grounds that the meeting was not lawfully convened and the director does not thereafter vote for or assent to action taken at the meeting. 2.8 Directors' Action Without A Meeting. The Board of Directors or a committee thereof may take any action without a meeting that it could properly take at a meeting if one or more written consents setting forth the action are signed by all of the directors, or all of the members of the committee, as the case may be, either before or after the action is taken, and if the consents are delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Such action shall be effective upon the signing of a consent by the last director to sign, unless the consent specifies a later effective date. 2.9 Committees of the Board of Directors. The Board of Directors, by resolutions adopted by a majority of the members of the Board of Directors in office, may create from among its members one or more committees and shall appoint the members thereof. Each such committee must have two or more members, who shall be directors and who shall serve at the pleasure of the Board of Directors. Each committee of the Board of Directors may exercise the authority of the Board of Directors to the extent provided in its enabling resolution and any pertinent subsequent resolutions adopted in like manner, provided that the authority of each such committee shall be subject to applicable law. Each committee of the Board of Directors shall keep regular minutes of its proceedings and shall report to the Board of Directors when requested to do so. 2.10 Telephone Meetings. Members of the Board of Directors or of any committee appointed by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting. 2.11 Compensation of Directors. The Board of Directors may fix the compensation of directors as such and may authorize the reimbursement of their expenses. SECTION 3. OFFICERS 3.1 Officers Enumerated - Election. The officers of the Corporation shall consist of such officers and assistant officers as may be designated by resolution of the Board of Directors. The officers may include a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and any assistant officers. The officers shall hold office at the pleasure of the Board of Directors. Unless otherwise restricted by the Board of Directors, the President may appoint any assistant officer, the Secretary may appoint one or more Assistant Secretaries, and the Treasurer may appoint one or more Assistant Treasurers; provided that any such appointments shall be recorded in writing in the corporate records. 3.2 Qualifications. None of the officers of the Corporation need be a director. Any two or more corporate offices may be held by the same person. 3.3 Duties of the Officers. Unless otherwise prescribed by the Board of Directors, the duties of the officers shall be as follows: Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at meetings of the Board of Directors and of the shareholders, shall be responsible for carrying out the plans and directives of the Board of Directors, and shall report to and consult with the Board of Directors. The Chairman of the Board shall have such other powers and duties as the Board of Directors may from time to time prescribe. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall exercise the usual powers pertaining to such office. The Chief Executive Officer shall be in general charge of the business and affairs of the Corporation, subject to control by the Board of Directors. The Chief Executive Officer shall report to and consult with the Board of Directors and shall have such other powers and duties as the Board of Directors may from time to time prescribe. President. The President shall exercise the usual executive powers pertaining to the office of President. In the absence of a Chairman of the Board, the President shall preside at meetings of the Board of Directors and of the shareholders, perform the other duties of the Chairman of the Board prescribed in this section, and shall have such other powers and duties as the Board of Directors may from time to time designate. In addition, if there is no Secretary in office, the President shall perform the duties of the Secretary. Vice President. Each Vice President shall perform such duties as the Board of Directors may from time to time designate. In addition, the Vice President, or if there is more than one, the most senior Vice President available, shall act as President in the absence or disability of the President. Secretary. The Secretary shall be responsible for and shall keep, personally or with the assistance of others, records of the proceedings of the directors and shareholders; authenticate records of the Corporation; attest all certificates of stock in the name of the Corporation; keep the corporate seal, if any, and affix the same to, or cause a facsimile thereof to be printed on, certificates of stock and other proper documents; keep a record of the issuance of certificates of stock and the transfers of the same, or cause such a record to be kept; and perform such other duties as the Board of Directors may from time to time designate. Treasurer. The Treasurer shall have the care and custody of, and be responsible for, all funds and securities of the Corporation and shall cause to be kept regular books of account. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the Corporation in such depositories as may be designated by the Board of Directors. In general, the Treasurer shall perform all of the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned by the Board of Directors. Assistant Officers. Assistant officers may consist of one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Each assistant officer shall perform those duties assigned to him or her from time to time by the Board of Directors, the President, or the officer who appointed him or her. 3.4 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting. 3.5 Removal. Any officer or agent may be removed by action of the Board of Directors with or without cause, but any removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create any contract rights. SECTION 4. SHARES AND CERTIFICATES OF SHARES 4.1 Share Certificates. Share certificates shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President or a Vice President, and attested by the Secretary or an Assistant Secretary. Share certificates may be sealed with the corporate seal, if any. Facsimiles of the signatures and seal may be used as permitted by law. Every share certificate shall state: (a) the name of the Corporation; (b) that the Corporation is organized under the laws of the State of Washington; (c) the name of the person to whom the share certificate is issued; (d) the number, class and series (if any) of shares that the certificate represents; and (e) if the Corporation is authorized to issue shares of more than one class or series, that upon written request and without charge, the Corporation will furnish any shareholder with a full statement of the designations, preferences, limitations and elative rights of the shares of each class or series, and the authority of the Board of Directors to determine variations for future series. 4.2 Consideration for Shares. Shares of the Corporation may be issued for such consideration as shall be determined by the Board of Directors to be adequate. The consideration for the issuance of shares may be paid in whole or in part in cash, or in any tangible or intangible property or benefit to the Corporation, including but not limited to promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Establishment by the Board of Directors of the amount of consideration received or to be received for shares of the Corporation shall be deemed to be a determination that the consideration so established is adequate. 4.3 Transfers. Shares may be transferred by delivery of the certificate, accompanied either by an assignment in writing on the back of the certificate, or by a written power of attorney to sell, assign and transfer the same, signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares of stock shall be transferred on the books of the Corporation until the outstanding certificate therefor has been surrendered to the Corporation. 4.4 Loss or Destruction of Certificates. In the event of the loss or destruction of any certificate, a new certificate may be issued in lieu thereof upon satisfactory proof of such loss or destruction, and upon the giving of security against loss to the Corporation by bond, indemnity or otherwise, to the extent deemed necessary by the Board of Directors, the Secretary, or the Treasurer. 4.5 Fixing Record Date. The Board of Directors may fix in advance a date as the record date for determining shareholders entitled: (i) to notice of or to vote at any shareholders' meeting or any adjournment thereof; (ii) to receive payment of any share dividend; or (iii) to receive payment of any distribution. The Board of Directors may in addition fix record dates with respect to any allotment of rights or conversion or exchange of any securities by their terms, or for any other proper purpose, as determined by the Board of Directors and by law. The record date shall be not more than 70 days and, in case of a meeting of shareholders, not less than 10 days (or such longer period as may be required by Washington law or applicable federal securities law or the rules of any exchange or automated quotation system on which shares of the Corporation are listed or quoted) prior to the date on which the particular action requiring determination of shareholders is to be taken. If no record date is fixed for determining the shareholders entitled to notice of or to vote at a meeting of shareholders, the record date shall be the date before the day on which notice of the meeting is mailed. If no record date is fixed for the determination of shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the Corporation's own shares), the record date shall be the date on which the Board adopted the resolution declaring the distribution. If no record date is fixed for determining shareholders entitled to a share dividend, the record date shall be the date on which the Board of Directors authorized the dividend. SECTION 5. BOOKS, RECORDS AND REPORTS 5.1 Records of Corporate Meetings, Accounting Records and Share Registers. The Corporation shall keep, as permanent records, minutes of all meetings of the Board of Directors and shareholders, and all actions taken taken without a meeting, and all actions taken by a committee exercising the authority of the Board of Directors. The Corporation or its agent shall maintain, in a form that permits preparation of a list, a list of the names and addresses of its shareholders, in alphabetical order by class of shares, and the number, class, and series, if any, of shares held by each. The Corporation shall also maintain appropriate accounting records, and at its principal place of business shall keep copies of: (a) its Articles of Incorporation or restated Articles of Incorporation and all amendments in effect; (b) its Bylaws or restated Bylaws and all amendments in effect; (c) minutes of all shareholders' meetings and records of all actions taken without meetings for the past three years; (d) the year-end balance sheets and income statements for the past three fiscal years, prepared as required by Washington law; (e) all written communications to shareholders generally in the past three years; (f) a list of the names and business addresses of its current officers and directors; and (g) its most recent annual report to the Secretary of State. 5.2 Copies of Corporate Records. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the Chairman of the Board, President, Vice President, Secretary or Assistant Secretary. 5.3 Examination of Records. A shareholder shall have the right to inspect and copy, during regular business hours at the principal office of the Corporation, in person or by his or her attorney or agent, the corporate records referred to in the last sentence of Section 5.1 of these Bylaws if the shareholder gives the Corporation written notice of the demand at least five business days before the date on which the shareholder wishes to make such inspection. In addition, if a shareholder's demand is made in good faith and for a proper purpose, a shareholder may inspect and copy, during regular business hours at a reasonable location specified by the Corporation, excerpts from minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors, records of actions taken by the Board of Directors without a meeting, minutes of shareholders' meetings held or records of action taken by shareholders without a meeting not within the past three years, accounting records of the Corporation, or the record of shareholders; provided that the shareholder shall have made a demand describing with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect, and provided further that the records are directly connected to the shareholder's purpose. This section shall not affect any right of shareholders to inspect records of the Corporation that may be otherwise granted to the shareholders by law. 5.4 Financial Statements. Not later than four months after the end of each fiscal year, or in any event prior to its annual meeting of shareholders, the Corporation shall prepare a balance sheet and income statement in accordance with Washington law. The Corporation shall furnish a copy of each to any shareholder upon written request. SECTION 6. FISCAL YEAR The fiscal year of the Corporation shall be as set forth in Exhibit A. SECTION 7. CORPORATE SEAL The corporate seal of the Corporation, if any, shall be in the form shown on Exhibit A. SECTION 8. MISCELLANEOUS PROCEDURAL PROVISIONS The Board of Directors may adopt rules of procedure to govern any meetings of shareholders or directors to the extent not inconsistent with law, the Corporation's Articles of Incorporation, or these Bylaws, as they are in effect from time to time. In the absence of any rules of procedure adopted by the Board of Directors, the chairman of the meeting shall make all decisions regarding the procedures for any meeting. SECTION 9. AMENDMENT OF BYLAWS The Board of Directors is expressly authorized to make, alter and repeal the Bylaws of the Corporation, subject to the power of the shareholders of the Corporation to change or repeal the Bylaws. SECTION 10. INDEMNIFICATION OF DIRECTORS AND OTHERS 10.1 Grant of Indemnification. Subject to Section 10.2, each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the Corporation or who, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of this or another corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, as then in effect, against all expense, liability and loss (including attorneys' fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators. 10.2 Limitations on Indemnification. Notwithstanding Section 10.1, no indemnification shall be provided hereunder to any such person to the extent that such indemnification would be prohibited by the Washington Business Corporation Act or other applicable law as then in effect, nor, except as provided in Section 10.4 with respect to proceedings seeking to enforce rights to indemnification, shall the Corporation indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. 10.3 Advancement of Expenses. The right to indemnification conferred in this section shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, except where the Board of Directors shall have adopted a resolution expressly disapproving such advancement of expenses. Such an advancement of expenses shall be made upon delivery to the Corporation of an undertaking, by or on behalf of the claimant, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such claimant is not entitled to be indemnified for such expenses under this Section 10.3. 10.4 Right to Enforce Indemnification. If a claim under Section 10.1 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition authorized under Section 10.3 is not paid within 20 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. It shall be a defense to any such action (other than an action with respect to expenses authorized under Section 10.3) that the claimant has not met the standards of conduct which make it permissible hereunder or under the Washington Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein or in the Washington Business Corporation Act nor (except as provided in Section 10.3) an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled. 10.5 Nonexclusivity. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section shall be valid to the extent consistent with Washington law. 10.6 Indemnification of Employees and Agents. The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Corporation on the same terms and with the same scope and effect as the provisions of this section with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act or on such other terms as the Board may deem proper. 10.7 Insurance and Other Security. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by the individual in that capacity or arising from his or her status as an officer, director, agent, or employee, whether or not the Corporation would have the power to indemnify such person against the same liability under the Washington Business Corporation Act. The Corporation may enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this section. 10.8 Amendment or Modification. This section may be altered or amended at any time as provided in these Bylaws, but no such amendment shall have the effect of diminishing the rights of any person who is or was an officer or director as to any acts or omissions taken or omitted to be taken prior to the effective date of such amendment. 10.9 Effect of Section. The rights conferred by this section shall be deemed to be contract rights between the Corporation and each person who is or was a director or officer. The Corporation expressly intends each such person to rely on the rights conferred hereby in performing his or her respective duties on behalf of the Corporation. SECTION 11. REPRESENTATION OF SHARES OF OTHER CORPORATIONS Unless otherwise restricted by the Board of Directors, the Chairman, President, and any Vice President of the Corporation are each authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of other corporations standing in the name of the Corporation. This authority may be exercised by such officers either in person or by a duly executed proxy or power of attorney. EXHIBIT A Section 1.1. Date and time of annual shareholders' meeting: First Tuesday in November at 10:00 a.m. Section 2.1. Number of members of Board of Directors, unless and until changed by resolution of the Board of Directors: One Section 6. Fiscal year: June 1 through May 31 Section 7. Corporate Seal: As imprinted on this page. Date Bylaws Adopted: September 20, 1996 EX-4.1 7 FORM OF COMMON STOCK CERTIFICATE Exhibit 4.1 [Form of the Face of the Common Stock Certificate] NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT [LOGO] NUMBER 100,000,000 Authorized Shares of Common SHARES Stock - -------- Par Value:$.001 per share ------- 5,000,000 Authorized Shares of Preferred Stock Par Value:$.001 per share PACIFIC AEROSPACE & ELECTRONICS, INC. Organized under the laws of the State of Washington THIS CERTIFIES THAT IS THE RECORD HOLDER OF COMMON SHARES OF PACIFIC AEROSPACE & ELECTRONICS, INC. transferrable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate property endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ Sheryl A. Symonds [SEAL] /s/ Donald A. Wright - --------------------------- ------------------------- Secretary President INTERWEST TRANSFER CO. INC. P.O. BOX 17136/ SALT LAKE CITY UTAH 84117 COUNTERSIGNED & REGISTERED ___________________________________________________ COUNTERSIGNED Transfer Agent - Authorized Signature [Form of the Reverse of the Common Stock Certificate] NOTICE: Signature must be guaranteed by a firm which is a member of a registered national stock exchange, or by a bank (other than a saving bank), or a trust company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian ______ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors Survivorship and not as tenants Act ________________________ in common (State) Additional abbreviations may also be used though not in the above list. For Value Received, __________ hereby sell, assign and transfer unto [Please insert social security or other identifying number of assignee - --------------------------------.] - ------------------------------------------------------------------------------ (Please print or typewrite name and address, including zip code, of assignee.) - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint - ------------------------------------------------------------------------------ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ------------------- ------------------------------------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever EX-4.2 8 FORM OF WARRANT CERTIFICATE Exhibit 4.2 [Form of the Face of the Warrant Certificate] VOID AFTER 5 P.M. MOUNTAIN TIME ON JULY 15, 2001 WARRANTS TO PURCHASE COMMON STOCK W_____ _________ Warrants PACIFIC AEROSPACE & ELECTRONICS, INC. CUSIP 693758 11 2 THIS CERTIFIES THAT or registered assigns, is the registered holder of the number of Warrants ("Warrants") set forth above. Each Warrant entitles the holder thereof to purchase from Pacific Aerospace & Electronics, Inc. , a Washington corporation ("Company"), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement hereinafter more fully described ("Warrant Agreement"), one fully paid and nonassessable share of common stock, $0.001 par value, of the Company ("Common Stock") upon presentation and surrender of this Warrant Certificate, with the Election to Purchase on the reverse side of this Warrant Certificate filled in, together with payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes, paid either in cash, by wire transfer of good funds or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company, at any time prior to 5:00 P.M., Mountain time, on July 15, 2001 or, if such Warrant is redeemed as provided in the Warrant Agreement, at any time prior to the effective time of such redemption, at the stock transfer office in Holladay, Utah, of Interwest Transfer Co., Inc., warrant agent of the Company ("Warrant Agent"), or at the designated office of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $4.6875, subject to certain adjustments, including, if the Company's audited fiscal 1997 net income (adjusted to exclude any expense relating to the vesting of any employee options or warrants) does not exceed $1,500,000, a one-time downward adjustment of the Exercise Price to (i) $3.90625 if such net income is $800,000 to $1,500,000, (ii) $3.125 such net income is $500,000 to $799,999, or (iii) $2.34375 if such net income is less than $500,000. The number and kind of securities or other property for which the Warrants are exercisable are subject to further adjustment in certain events, such as mergers, splits, stock dividends, recapitalizations and the like, to prevent dilution, as described in the Warrant Agreement. The Company may redeem any or all outstanding and unexercised Warrants at any time upon 30 days' notice, at a price equal to $0.25 per Warrant, if the Daily Price (as defined below) has equaled or exceeded 200% of the then-current Exercise Price of the Warrants for 20 consecutive trading days immediately preceding the date of notice of such redemption. The term "Daily Price" means, for any relevant day, the closing bid price on that day as reported by the principal exchange or quotation system on which prices for the Common Stock are reported. All Warrants not previously exercised or redeemed will expire on July 15, 2001. This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of July 1, 1996, between the Company and the Warrant Agent ("Warrant Agreement"). The registered holder of this Warrant Certificate consents to all of such terms, provisions and conditions by acceptance of this Warrant Certificate. The Warrant Agreement is incorporated herein by reference and made a part hereof, and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at 434 Olds Station Road, Wenatchee, Washington 98801, Attention: President. The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants, Common Stock or other securities, but shall have the option to issue fractions of Warrants, Common Stock or other securities or to make adjustment therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, as amended, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of Warrants if, in the opinion of the Board of Directors of the Company, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may, but is not required to, purchase Warrants submitted for exercise for a cash price equal to the difference between the market price of the securities obtainable upon such exercise and the exercise price of such Warrants. This Warrant Certificate, with or without other Warrant Certificates, upon proper surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Warrant Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Warrant Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Warrant Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever. Nothing contained in the Warrant Agreement or herein may be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, any right to give or withhold consent to any corporate action (whether at any meeting of stockholders or by giving or withholding consent to any merger, recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or any right to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement). No holder of this Warrant Certificate shall have any right to receive dividends or subscription rights or any other rights that any stockholders of the Company may have until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate is surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to deliver certificates for shares of Common Stock purchasable upon such transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that: (a) this Warrant Certificate is transferable on the transfer books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and (b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by the holder of this Warrant Certificate at the time of surrender. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. WITNESS the facsimile signature of a duly authorized officer of the Company. Dated: July 15, 1996. PACIFIC AEROSPACE & ELECTRONICS, INC. [SEAL] By: /s/ Donald A. Wright ---------------------------------- President INTERWEST TRANSFER CO. INC. P.O. BOX 17136/ SALT LAKE CITY UTAH 84117 COUNTERSIGNED & REGISTERED ___________________________________________________ COUNTERSIGNED Transfer Agent - Authorized Signature [Form of the Reverse of the Warrant Certificate] ELECTION TO PURCHASE [To be executed by the Registered Holder to exercise Warrants] The undersigned Registered Holder hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares and herewith tenders payment for such shares in cash or by a certified or official bank check payable to the order of the Company or has made a wire transfer to the Company of good funds in the amount of ______________________ and in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of ______________________ __________________ whose address is __________________________________________ and that such certificate be delivered to ____________________________________ whose address is _____________________________________________________________. If said number of shares is less than all of the shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing Warrants to purchase the remaining balance of the shares be registered in the name of ____________________________________________________ whose address is _____________________________________________________________ and that such certificate be delivered to ____________________________________ - -------------------------------------------. Dated:________________________ Signature___________________________________ (Signature must conform in all respects to name of Registered Holder as it appears on the face of the Warrant Certificate.) INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------ Signature Guaranteed: ASSIGNMENT (To be executed by the Registered Holder to transfer Warrants) FOR VALUE RECEIVED, the undersigned Registered Holder hereby sells, assigns and transfers unto - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ (Please print name and address of assignee) ____________________________________ of the Warrants evidenced by this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________________ as Attorney to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________________ Signature __________________________________ (Signature must conform in all respects to name of Registered Holder as it appears on the face of the Warrant Certificate.) INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------ Signature Guaranteed: -----END PRIVACY-ENHANCED MESSAGE-----