-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MXiopIKp5xQAFSIi8l7dmjRIShmV0jmVkXMVdwYlhqM3Trhtbs7VK5LINkI9Sf/i 2u1WA247Gy2rpujABOlDEQ== 0000950124-95-000480.txt : 19950615 0000950124-95-000480.hdr.sgml : 19950615 ACCESSION NUMBER: 0000950124-95-000480 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950131 FILED AS OF DATE: 19950224 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GELMAN SCIENCES INC CENTRAL INDEX KEY: 0000310252 STANDARD INDUSTRIAL CLASSIFICATION: 3821 IRS NUMBER: 381614806 STATE OF INCORPORATION: MI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07828 FILM NUMBER: 95514811 BUSINESS ADDRESS: STREET 1: 600 SOUTH WAGNER RD CITY: ANN ARBOR STATE: MI ZIP: 48103-9019 BUSINESS PHONE: 3136650651 MAIL ADDRESS: STREET 1: 600 S WAGNER RD STREET 2: 600 S WAGNER RD CITY: ANN ARBOR STATE: MI ZIP: 48103-9019 FORMER COMPANY: FORMER CONFORMED NAME: GELMAN INSTRUMENT CO DATE OF NAME CHANGE: 19600201 10-Q 1 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 1995 -------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to --------- --------- Commission file number I7828 ---------------- GELMAN SCIENCES INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) MICHIGAN 38-1614806 - - - - ------------------------------- -------------------------- (State or other jurisdiction of (I.R.S.Employer incorporation or organization) (Identification Number) 600 South Wagner Road, Ann Arbor, Michigan 48103-9019 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (313) 665-0651 ----------------------------------------------- (Registrant's telephone number, including area code) 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 and 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 ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. At February 22, 1995 6,235,625 shares were outstanding of the Company's $.10 par value common stock. -1- 2 GELMAN SCIENCES INC. INDEX
Page PART I. Financial Information Number - - - - ------------------------------- ------- ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets of January 31, 1995 (Unaudited) and July 31, 1994 . . . . . . . . . . . . . . . . . . . . 3 Condensed Unaudited Consolidated Statements of Operations for the three and six months ended January 31, 1995 and 1994 . . . . . . . . . . . . . . 4 Condensed Unaudited Consolidated Statements of Cash Flows for the six months ended January 31, 1995 and 1994 . . . . . . . . . . . . . . 5 Condensed Notes to Unaudited Consolidated Financial Statements . . . . . . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . 7 PART II. OTHER INFORMATION - - - - --------------------------- Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . 10 Item 4 Submission of Matters to a Vote of Security Holders . . 11 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 12 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
-2- 3 GELMAN SCIENCES INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands)
January 31 July 31 1995 1994 ----------- ----------- ASSETS (Unaudited) Current Assets: Cash $ 1,906 $ 1,525 Accounts receivable, less allowances 21,680 20,859 Inventories: Finished products 5,785 5,790 Work in process 1,689 1,555 Raw material and purchased parts 6,709 6,645 --------- --------- 14,183 13,990 Other current assets 4,485 3,849 --------- --------- Total Current Assets 42,254 40,223 Property, Plant and Equipment 65,552 63,554 Less Allowances for Depreciation (35,252) (34,392) --------- --------- 30,300 29,162 Intangibles and Other Assets 2,348 2,302 --------- --------- Total Assets $ 74,902 $ 71,687 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable $ 1,718 $ 1,549 Accounts payable 4,396 5,611 Accrued expenses 8,208 7,784 Current maturities of long-term debt 4,070 1,829 --------- --------- Total Current Liabilities 18,392 16,773 Long-Term Debt, Exclusive of Current Maturities 20,739 21,820 Other Long-Term Liabilities 2,156 2,659 Stockholders' Equity: Preferred stock, par value $1.00 per share Common stock, par value $.10 per share 622 613 Additional capital 14,670 14,055 Retained earnings 19,579 17,092 Translation adjustments (806) (875) Less loan to Employee Stock Ownership Plan (450) (450) --------- --------- Total Stockholders' Equity 33,615 30,435 --------- --------- Total Liabilities and Stockholders' Equity $ 74,902 $ 71,687 ========= =========
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. -3- 4 GELMAN SCIENCES INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In Thousands, except per share data)
Three Months Ended Six Months Ended January 31 January 31 ---------------------- ---------------------- 1995 1994 1995 1994 ---------- ---------- ----------- ---------- Net Sales $ 24,018 $ 23,282 $ 48,185 $ 45,576 Cost and Expenses: Cost of products sold 11,573 11,654 23,583 23,030 Selling and administrative 8,808 8,410 17,320 16,299 Research and development 1,316 1,106 2,624 2,326 Other income - net (117) (21) (122) (78) --------- --------- --------- --------- Operating Earnings 2,438 2,133 4,780 3,999 Interest Expense 449 400 882 878 --------- --------- --------- --------- Earnings Before Income Taxes 1,989 1,733 3,898 3,121 Provision For Income Taxes 733 639 1,411 1,129 --------- --------- --------- --------- Net Earnings $ 1,256 $ 1,094 $ 2,487 $ 1,992 ========= ========= ========= ========= Primary Earnings Per Share $ 0.19 $ 0.18 $ 0.38 $ 0.32 ========= ========= ========= ========= Weighted Average Common and Common Equivalent Shares Outstanding 6,605 6,220 6,597 6,183 ========= ========= ========= =========
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. -4- 5 GELMAN SCIENCES INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands)
Six Months Ended January 31 --------------------- 1995 1994 ---------- ---------- Operating Activities Net earnings $ 2,487 $ 1,992 Loss on disposal of assets 25 - Depreciation and amortization 2,092 2,251 Increase in inventories (150) (1,153) Increase in accounts receivable (724) (1,737) Increase in other current assets (620) (345) Increase (decrease) in current liabilities (675) 814 Decrease in liabilities for environmental activities (522) (746) Tax benefit from exercised stock options 220 191 Other 38 56 -------- -------- Net Cash Provided by Operating Activities 2,171 1,323 Financing Activities Long-term debt borrowings 14,420 15,683 Principal payments on long-term debt (13,267) (14,114) Proceeds from exercised stock options 386 499 -------- -------- Net Cash Provided by Financing Activities 1,539 2,068 Investing Activities Capital expenditures (3,207) (3,446) Proceeds from sale of assets 34 3 (Increase) decrease in intangibles and other assets (71) (222) -------- -------- Net Cash Used in Investment Activities (3,244) (3,665) Effects of Exchange Rate Changes on Cash (85) 15 -------- -------- Net change in cash during the period 381 (259) Cash at beginning of period 1,525 1,142 -------- -------- Cash at end of period $ 1,906 $ 883 ======== ========
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. -5- 6 GELMAN SCIENCES INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS GENERAL In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position of Gelman Sciences Inc. and subsidiaries as of January 31, 1995, and the results of their operations and cash flows for the three months and six months ended January 31, 1995 and 1994. These financial statements should be read in conjunction with the financial statements and notes set forth in the Company's Annual Report and Form 10-K for the year ended July 31, 1994. The results of operations for the three months and six months ended January 31, 1995 and 1994 are not necessarily indicative of the results of the full year. PUBLIC OFFERING On January 27, 1995 the Company filed a registration statement with the Securities and Exchange Commission to sell 1,000,000 shares of common stock in an underwritten public offering. The Company has granted the underwriters an option for 30 days to purchase up to an additional 150,000 shares of common stock solely to cover overallotment. The net proceeds from the sale of common stock will be used to repay a term note payable to NBD Bank N.A. and to reduce outstanding indebtedness under the Company's Credit Agreement. POLLUTION RELATED MATTERS The Company has settled several lawsuits related to groundwater contamination and has begun remediation activities. The remediation plan requires the Company to treat the groundwater to the extent necessary to reduce the contaminants to a defined level. Management estimates that remediation will take eight years. Total costs to the Company of pollution-related activities will be dependent upon the efficacy and duration of the remediation plan and obtaining a cost-free repository for treated groundwater. The ultimate costs to be incurred could exceed the amount provided of $1.1 million at January 31, 1995. However, it is the opinion of management that these additional costs, if any, will not have a material adverse effect on the Company's operations because the cash outflows would be spread over many future years. -6- 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Comparison of Six Months ended January 31, 1995 and 1994 Net sales for the six months ended January 31, 1995 increased $2.6 million or 5.7% to $48.2 million as compared to net sales of $45.6 million for the six months ended January 31, 1994. Net sales for the six months ended January 31, 1994 included (a) non-recurring sales of $3.0 million related to the Company's Australian non-core product lines that have been divested and (b) a special shipment of $800,000 of roll stock membrane to a single customer. This customer has placed its annual order this year; however, the shipment dates are spread over the next twelve months. Sales in the first half of fiscal 1995 were favorably affected by the weakened U.S. dollar, which increased reported sales by $798,000. The Company's sales growth, adjusted for these items, was 13.4%. Sales to customers in North, Central and South America increased 10.8% over the same period of the prior fiscal year primarily due to a 31.6% increase in sales of medical devices. Sales to customers in Europe increased 17.0% mainly due to increases in sales of process filtration products in Italy and France. Sales to customers in the Asia/Pacific region declined 28.0% as a result of the divestiture of the Australian non-core product lines. Without the effect of these sales, Asia/Pacific sales would have increased 22.5%, primarily attributable to increases in sales of process filtration products in Japan and Korea. Worldwide sales of laboratory products, medical devices and process filtration products increased 11.1%, 23.6% and 19.7%, respectively. Worldwide sales of microporous membranes decreased 8.2% as a result of the special shipment to a single customer in the first half of fiscal 1994. Without the effect of this shipment, sales of microporous membranes would have increased 14.7%. Gross profit increased $2.1 million or 9.1% to $24.6 million in the six months ended January 31, 1995, as compared to $22.5 million in the six months ended January 31, 1994. As a percentage of net sales, gross profit increased to 51.1% from 49.5%. The improvement in gross profit is primarily attributable to the divestiture of the lower margin non-core product lines and improved operating efficiencies, which was partially offset by a less favorable product mix due to lower membrane sales as a percentage of sales. Selling and administrative expenses increased $1.0 million or 6.3% to $17.3 million in the six months ended January 31, 1995, compared to $16.3 million in the six months ended January 31, 1994. The increase in selling and administrative expenses was primarily due to efforts to implement the Company's growth strategy, particularly in the international markets. -7- 8 Research and development expenses increased to $2.6 million in the six months ended January 31, 1995 as compared to $2.3 million in the six months ended January 31, 1994, or 12.8%. As a percentage of net sales, these expenses were 5.4% compared to 5.1%. The higher research and development spending is a result of an increased effort to develop and modify products to meet customer requirements. The effective tax rate for each of the six months ended January 31,1995 and 1994 was 36.2%. Net earnings increased $495,000 or 24.8% to $2.5 million or $.38 per share for the six months ended January 31, 1995, compared to $2.0 million or $.32 per share for the six months ended January 31, 1994. As a percentage of sales, net earnings were 5.2% compared to 4.4% . Comparison of Three Months ended January 31, 1995 and 1994 Net sales for the second quarter ended January 31, 1995 increased by 3.2% to $24.0 million as compared to $23.3 million for the second quarter of fiscal 1994. The second quarter sales for fiscal 1994 were affected by the two items discussed under the six month sales comparison in the amount of $2.3 million. The second quarter fiscal 1995 sales were favorably affected by the weakened U.S. dollar, which increased reported sales by $474,000. The Company's sales growth for the second quarter of fiscal 1995 versus the same period last fiscal year, adjusted for the two items mentioned and the fluctuation in foreign currency, was 12.3%. Worldwide sales of laboratory products, medical devices and process filtration products increased 12.9%, 17.6% and 22.2%, respectively, as compared to the second quarter of fiscal 1994. The sales growth in these markets is primarily attributable to a more intensive selling and marketing program, especially its focus on sales outside the United States. Membrane sales decreased 21.8% because of the large shipment mentioned under the six month comparison. Without this shipment, microporous membrane sales increased 12.1% as compared to the second quarter of fiscal 1994. Net earnings for the second quarter ended January 31, 1995 were $1.3 million as compared to $1.1 million for the second quarter ended January 31, 1994. The second quarter of fiscal 1994 was favorably affected by the large shipment of roll stock membrane which increased earnings by $260,000. Without this transaction, net earnings in the second quarter of fiscal 1995 would have increased 50.5%. This transaction favorably impacted the gross profit in the second quarter of fiscal year 1994 by 0.5%. Therefore, on a comparable basis, gross profit as a percentage of sales increased from 49.5% to 51.9% for the second quarter of fiscal 1995. -8- 9 LIQUIDITY AND CAPITAL RESOURCES The Company generated cash from operations in the amount of $2.2 million and increased borrowings by $1.2 million for the six months ended January 31, 1995. The funds were used for capital expenditures of $3.2 million and to finance trade receivables attributable to higher sales in the last month of the second quarter, which is a seasonal pattern. Working capital was $23.9 million and $23.4 million at January 31, 1995 and July 31, 1994, respectively. The working capital at January 31, 1995 includes the classification of a $3.5 million term note due December 31, 1995 as a current liability. At January 31, 1995, the Company's unused portion of its Credit Agreement was $7.5 million. On January 27, 1995, the Company filed a Registration Statement with the Securities and Exchange Commission to sell 1,000,000 shares of common stock in an underwritten public offering. The Company granted the underwriters an option for 30 days to purchase up to an additional 150,000 shares of common stock solely to cover overallotment. The net proceeds from the sale will be used to repay the term note and to reduce outstanding indebtedness under the Company's Credit Agreement. The proceeds should be received at the end of March. -9- 10 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is involved in various legal actions in the normal course of business. In addition, the Company is currently a party to various legal actions arising under statutes regulating the discharge of materials into or otherwise protecting the environment. These have been described in the Company's 1994 Annual Report, in Item 1. "Environmental Regulations" and Item 3. "Legal Proceedings" of the Company's Form 10-K for the year ended July 31, 1994, and in Item 1. "Legal Proceedings in Part II of the Company's Form 10-Q for the quarter ended October 31, 1994. The following sets forth these environmental matters to the extent any material developments have occurred since the filing of the Company's Form 10-Q for the quarter ended October 31, 1994. Campbell, et al. v. Gelman Sciences Inc. (Circuit Court for Washtenaw County, Michigan, Case No. 91-41524-CE). On July 30, 1991, a complaint was filed against the Company by five individuals residing in the Westover residential subdivision located near the main facility of the Company for damages for anticipated expenses for future medical monitoring asserted to be necessary as a result of exposure to air and groundwater allegedly contaminated by the Company. On August 26, 1991, the Company filed its answer, denying liability and asking the Court to dismiss this lawsuit. On October 23, 1992, the Court entered an Order granting summary judgment to the Company, and, on December 11, 1992, the case was dismissed. The plaintiffs appealed the dismissal. On February 8, 1995, the Michigan Court of Appeals affirmed the dismissal. Laird, et ano v. Gelman Sciences Inc., et ano (Circuit Court for Washtenaw County, Michigan, Case No. 93-623 CZ). On May 12, 1993, two owners of a business located near the main facility of the Company brought this action against the Company and its Chairman for damages associated with alleged contamination of the groundwater supply of that business. On December 1, 1994, the parties agreed to settle this case. The Company paid the plaintiffs $30,000 and the case was dismissed on stipulation of the parties on January 3, 1995. "Thermo Chem" Superfund Site, Muskegon, Michigan. By correspondence dated January 2, 1992, the United States Environmental Protection Agency ("USEPA") identified the Company as a potentially responsible party ("PRP") under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") for past and future response costs in connection with the Thermo Chem Superfund site, a waste chemical reclamation and disposal site. The USEPA issued an Administrative Order mandating remediation of the site to a number of generator PRPs. On July 22, 1994, the Company and the USEPA entered into a settlement agreement under which the Company agreed to pay $124,100. A consent order based on that agreement became effective February 8, 1995. Payment is due by March 10, 1995. -10- 11 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Shareholders, held on December 15, 1994, the Shareholders approved an amendment to the Restated Articles of Incorporation to increase the authorized shares of Common Stock of Gelman Sciences Inc. from 8,000,000 to 15,000,000. The Shareholder votes were 5,178,994 or 93.21% "For" 365,039 or 6.57% "Against", and 12,313 or 0.22% "Abstain". At the same meeting, the Shareholders approved an amendment to the Gelman Sciences Inc. 1988 Stock Option Plan to permit the Company to grant employee stock options with respect to up to 400,000 additional shares of Common Stock of the Company. The Shareholder votes were 3,353,352 or 60.35% "For", 1,006,627 or 18.12% "Against", and 21,895 or 0.39% "Abstain", and 1,174,472 or 21.14% "Broker's Non Vote". Further, the Shareholders elected four directors as follows: Dr. Hajime Kimura, M.D., Ph.D., was re-elected as a director for a two-year term expiring with the 1996 Annual Meeting. The Shareholder votes were 5,544,008 or 99.78% "For", and 12,338 or 0.22% "Withheld". Mr. Charles Gelman was re-elected as a director for a three- year term expiring with the 1997 Annual Meeting. The Shareholder votes were 5,541,466 or 99.73% "For", and 14,880 or 0.27% "Withheld". Mr. Charles Newman was re-elected as a director for a three- year term expiring with the 1997 Annual Meeting. The Shareholder votes were 5,545,155 or 99.80% "For", and 11,191 or 0.20% "Withheld". Mr. Robert Collins was re-elected as a director for a three- year term expiring with the 1997 Annual Meeting. The Shareholder votes were 5,545,357 or 99.80% "For", and 10,989 or 0.20% "Withheld". -11- 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS (3) Articles of Incorporation and Bylaws (1) Restated Articles of Incorporation for Amendment of Article III to increase the authorized shares of Common Stock to 15,000,000. (4) Instruments Defining the Rights of Security Holders (1) Pursuant to 17 CFR 229.601(b)(4)(iii), instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under each instrument does not exceed 10% of the total consolidated assets of the Company. The Company hereby agrees to furnish a copy of each such instrument to the Commission upon its request. (10) Material Contracts (1) Warrant Agreement, Dated September 2, 1994, with Dr. Hajime Kimura. (11) Statement re computation of per share earnings for the three and six months ended January 31, 1995 and 1994. (B) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the fiscal quarter ended January 31, 1995. -12- 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GELMAN SCIENCES INC. --------------------------------- (Registrant) Date: February 24, 1995 Charles Gelman -------------------------------- Chairman of the Board and Chief Executive Officer Date: February 24, 1995 James J. Fahrner -------------------------------- Vice President, Finance and Chief Financial Officer -13- 14 EXHIBIT INDEX
PAGE EXHIBIT DESCRIPTION NUMBER - - - - ------- ----------- ------ (3) Articles of Incorporation and Bylaws (1) Restated Articles of Incorporation for Amendment of Article III to increase the authorized shares of Common Stock to 15,000,000. (4) Instruments Defining the Rights of Security Holders (1) Pursuant to 17 CFR 229.601(b)(4)(iii), instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under each instrument does not exceed 10% of the total consolidated assets of the Company. The Company hereby agrees to furnish a copy of each such instrument to the Commission upon its request. (10) Material Contracts (1) Warrant Agreement, Dated September 2, 1994, with Dr. Hajime Kimura. (11) Statement re computation of per share earnings for the three and six months ended January 31, 1995 and 1994. (27) Financial Data Schedule
EX-3 2 EX-3 1 EXHIBIT 3 (Please do not write in spaces below - for Department use) MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU EFFECTIVE DATE FILED Date Received If different than Michigan Department of Commerce Dec 11 1980 date of filing: DEC 29 1980 DIRECTOR Corporation Number 240-273 (SEE INSTRUCTIONS ON REVERSE SIDE) ARTICLES OF INCORPORATION (Domestic Profit Corporation) These Articles of Incorporation are signed by the incorporator(s) for the purpose of forming a profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows: ARTICLE I (See Part 2 of instructions on Page 4.) The name of the corporation is G. S. I. Sciences, Inc. (See Part 3 of instructions on Page 4.) ARTICLE II (If space below is insufficient, continue on Page 3.) The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan. ARTICLE III The total authorized capital stock is 1. Common Shares 1,000 Par Value Per Share $0.10 Preferred Shares None Par Value Per Share $ and/or shares without par value as follows 2. Common Shares Stated Value Per Share $ Preferred Shares Stated Value Per Share $ 3. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: (If space below is insufficient, continue on Page 3.) None Page 1 2 ARTICLE IV 1. The address of the initial registered office is: (See Part 5 of instructions on Page 4.) 600 South Wagner Road Ann Arbor Michigan 48106 NO. AND STREET CITY ZIP 2. Mailing address of the initial registered office if different than above (See Part 5 of instructions on Page 4.) Michigan P. 0. Box CITY ZIP 3. The name of the initial resident agent at the registered office is: Charles Gelman ARTICLE V (See Part 6 of instructions on Page 4.) The name(s) and address(es) of the incorporator(s) is (are) as follows: Name Residence or Business Address Larry 0. Dunn 600 South Wagner Road, Ann Arbor, Michigan 48106 ARTICLE VI OPTIONAL (Delete Article VI if not applicable.) When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or an application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation. ARTICLE VII OPTIONAL (Delete Article VII if not applicable.) Any action required or permitted by this act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting to which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing. Page 2 3 (Use space below for continuation of previous Articles and/or for additional Articles.) Please indicate which article you are responding to and/or insert any desired additional provisions authorized by the act by adding additional articles here. ARTICLE VIII In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized, without stockholder approval, to make, amend, alter or repeal the Bylaws of the corporation. The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. I (We), the incorporator(s) sign my (our) name(s) this 9th day of December 1980 /s/ Larry O. Dunn, Treas. Page 3 (INSTRUCTIONS ON PAGE 4) 4 MAIL RETURNED COPY TO (Fill in Name and Address Here) Telephone Gelman Sciences Area Code 600 South Wagner Road Ann Arbor, Michigan 48106 INFORMATION AND INSTRUCTIONS ARTICLES OF INCORPORATION - PROFIT DOMESTIC CORPORATIONS 1. Submit one original copy of the Articles of Incorporation. Upon the filing, a microfilm copy will be prepared for the records in the Corporation and Securities Bureau. The original copy of the document will be returned as evidence of the filing. Please complete the box above to reflect the name, street and number (or P.O. Box), city, state and zip code to which the copy is to be returned. 2. Article I-The corporate name of a domestic profit corporation is required to contain one of the following words or abbreviations: "Corporation", "Company", "Incorporated", "Limited", "Corp.", "Co.", "Inc.", or "Ltd." 3. Article II may state, in general terms, the character of the particular business to be carried on. Under Section 202(b) of the law, it is a sufficient compliance to state substantially, alone or with specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act. The law requires, however, that educational corporations must state their specific purposes. 4. Article III (2)-The law requires the incorporators of a domestic corporation having shares without par value to submit in writing the amount of consideration proposed to be received for each share which shall be allocated to stated capital. Such stated value may be indicated either in Article III (2) or in a written statement accompanying the Articles of Incorporation. 5. Article IV-A post office box is not permitted to be designated as the address of the registered office in part 1 of Article IV. The mailing address in part 2 of Article IV may differ from the address of the registered office only if a post office box address in the same city as the registered office is designated as the mailing address. 6. Article V-The law requires one or more incorporators. The addresses should include a street number and name (or other designation), in addition to the name of the city and state. 7. The duration of the corporation should be stated in the Articles only if the duration is not perpetual. 8. The Articles must be signed in ink by each incorporator. The names of the incorporators as set out in Article V should correspond with the signatures. 9. Since the corporate documents are microfilmed for the Bureau's files, it is imperative that the document submitted for filing be legible so that a usable microfilm can be obtained. Corporate documents with poor black and white contrast, whether due to the use of a worn typewriter ribbon or due to a poor quality of reproduction, will be rejected. 10. An effective date, not later than 90 days after the date of filing, may be stated on page 3 of the Articles of Incorporation. 11. FEES: Filing Fee.............................................$10.00 Franchise Fee-1/2 mill (.0005) on each dollar of authorized capital stock, with a minimum franchise fee of.................................................$25.00 ------ (Make fee payable to State of Michigan) 12. Mail Articles of Incorporation and fees to: Michigan Department of Commerce Corporation and Securities Bureau Corporation Division P.O. Box 30054 Lansing, Michigan 48909 PAGE 4 5 NOTE: This form is prepared for use upon the merger of parent and subsidiary corporations. If more than two corporations are involved, change this form accordingly.) (Please do not write in spaces below - for Department use) MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU FILED DATE RECEIVED Michigan Department of Commerce JAN 30 1981 JAN 27 1981 Acting DIRECTOR CORPORATION NUMBER 240-273 CERTIFICATE OF MERGER OF Gelman Sciences, Inc. (634-516) (Name of Parent Corporation) AND G.S.I. Sciences, Inc. (240-273) (Name of Subsidiary Corporation) Pursuant to the provisions of Section 711 and 712 (and Section 733 if foreign corporation is one of the parties to the merger). Act 284, Public Acts of 1972, as amended, the undersigned Gelman Sciences, Inc. a corporation organized and existing under the laws of the state of Delaware (hereinafter referred to as the parent corporation) owning at least 90% of the outstanding shares of each class of G.S.I. Sciences, Inc. (name of subsidiary corporation) a corporation organized and existing under the laws of the state of Michigan (hereinafter referred to as the subsidiary corporation ) executes the following certificate of merger: 1. (Include the following paragraph only if a foreign corporation is one of the parties to the merger.) The laws of the jurisdiction under which Gelman Sciences, Inc. is incorporated permit this type of merger. (name of foreign corporation) 2. The plan of merger is as follows: FIRST: (a) The name of each constituent corporation is as follows: Gelman Sciences, Inc. G.S.I. Sciences, Inc. (b) The name of the surviving corporation is G.S.I. Sciences, Inc. (NOTE: See Item 9 if subsidiary is to be the surviving corporation.) 6 3. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows: Designation and number of shares Indicate class or Indicate class or in each class or series of shares series entitled Name of each corporation series outstanding entitled to vote to vote as a class Gelman Sciences, Inc. 1,944,759 shares of common stock common stock, $.10 par value G.S.I. Sciences, Inc. 1,000 shares of common stock common stock, $.10 par value
(If number of shares is subject to change prior to effective date, state manner in which such change may occur.) The number of shares of Gelman Sciences, Inc. may change as a result of the exercise of outstanding stock options. 4. The terms and conditions of the proposed merger, including the manner and basis of converting the shares of each constituent corporation into shares, bonds or other securities of the surviving corporation, and into cash or other consideration, are as follows: SEE ATTACHED RIDER 5. (A statement of any amendment to the articles of incorporation of the surviving corporation to be affected by the merger.) (NOTE: See Item 9.) The articles of incorporation shall be amended and restated and be filed simultaneously with the merger. 6. (A statement of other provisions with respect to the merger.) 7 7. The number of outstanding shares of each class of the subsidiary corporation and the number of shares of each class owned by the parent corporation is as follows:
Total shares Shares owned by Class outstanding parent corporation Common Stock, $.10 par value 1,000
8. (Use the appropriate alternative paragraph if the parent corporation owns less than 100% of the shares of the domestic subsidiary). Delete paragraph that does not apply. A copy or summary of the plan of merger was mailed to each shareholder of the subsidiary corporation on the _____ day of _________, 19___. OR A copy or summary of the plan of merger was not mailed to the minority shareholders of the subsidiary corporation because written waivers of mailing were obtained from all of the minority shareholders. 9. (Approval of shareholders of a Michigan parent corporation is required under Section 713 if the plan of merger amends its articles of incorporation or if a subsidiary corporation is to be the surviving corporation. If applicable, use this Item 9.) The plan of merger was adopted by the board of directors of Gelman Sciences, Inc. (parent corporation) and approved by the shareholders of said corporation. 10. (Use this Item 10 only if an effective date, not later than 90 days after date of filing, is desired.) The effective date of the certificate of merger shall be ______ day of __________________, 19___. 11. Signed this 22nd day of January, 1981 12: Gelman Sciences, Inc. BY: /s/ Charles Gelman (Signature of Chairperson or Vice-Chairperson, President or Vice-President) Charles Gelman, President (Type or print name and title) 8 RIDER TO CERTIFICATE OF MERGER OF GELMAN SCIENCES, INC. AND G.S.I. SCIENCES, INC. 1. Each share of the Common Stock of the par value $.10 of Gelman Sciences, Inc. issued and outstanding at the effective date of the merger, and each Share held in its treasury and all rights in respect thereof shall, by virtue of the merger and without any action on the part of the holder thereof, be converted upon the merger becoming effective, into one share of Common Stock of a par value of $.10 per share of G.S.I. Sciences, Inc. Outstanding certificates representing shares of the Common Stock of Gelman Sciences, Inc. shall thenceforth represent the same number of shares of Common Stock of G.S.I. Sciences, Inc., and the holder thereof shall have the same rights which he would have if such certificates had been issued by G.S.I. Sciences, Inc. Upon the surrender of any such certificate to G.S.I. Sciences, Inc. at the office of its transfer agent, the transferee or any other holder of the certificate surrendered shall receive in exchange therefor a certificate or certificates of G.S.I. Sciences, Inc. 2. The 1,000 shares of Common Stock of G.S.I. Sciences, Inc. which are presently issued and outstanding and owned and held by Gelman Sciences, Inc. shall, on the effective date of the merger, be cancelled and given the status of authorized and unissued shares. 3. All shares of the Common Stock of G.S.I. Sciences, Inc. into which shares of Gelman Sciences, Inc. are converted shall be fully paid and non-assessable. 9 The Common Stock shall consist of a single class having equal rights, privileges and powers. The holder of each outstanding share of Common Stock shall have one vote per share with respect to all matters submitted to a vote of shareholders. The number of authorized shares of any class of stock of the corporation, including but without limitation the Common Stock and Preferred Stock, may be increased or decreased by the affirmative vote of the holders of the majority of the stock of the corporation entitled to vote, without regard to class. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by law or by any provision herein or in the bylaws, the meeting and vote of shareholders may be dispensed with if the action is taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent. GELMAN SCIENCES, INC. By: Edward J. Levitt Secretary 10 Name of person or organization Preparer's name and business remitting fees: telephone number: Gelman Sciences Inc. Edward J. Levitt (313) 913-6433 INFORMATION AND INSTRUCTIONS 1. The amendment cannot be filed until this form, or a comparable document, is submitted. 2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporation and Securities Bureau. The original will be returned to the address appearing in the box on the front as evidence of filing. Since this document will be maintained on optical disk media, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to the provisions of sections 631 of the Act for the purpose of amending the articles of incorporation of a domestic profit corporation or nonprofit corporation. Do not use this form for restated articles. A nonprofit corporation is one incorporated to carry out any lawful purpose or purposes not involving pecuniary profit or gain for its directors, officers, shareholders, or members. A nonprofit corporation formed on a nonstock directorship basis, as authorized by Section 302 of the Act, may or may not have members, but if it has members, the members are not entitled to vote. 4. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. 5. Item 4 - The articles being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included. 6. This document is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article. 7. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by a majority of the incorporators if more than one listed in Article V of the Articles of Incorporation if a profit corporation, and all the incorporators if a nonprofit corporation. If the amendment is otherwise adopted, Item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation. 8. FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order. NONREFUNDABLE FEE.............................................................................. $10.00 TOTAL MINIMUM FEE.............................................................................. $10.00 ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE: each additional 20,000 authorized shares or portion thereof. $30.00 maximum fee for first 10,000,000 authorized shares $5,000.00 each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares $30.00 maximum fee per filing for authorized shares in excess of 10,000,000 shares............................... $200,000.00
9. Mail form and fee to: The office is located at: Michigan Department of Commerce 6546 Mercantile Way Corporation and Securities Bureau Lansing, MI 48910 Corporation Division Telephone: (517) 334-6302 P.O. Box 30054 Lansing, MI 48909-7554 11 RECEIVED FILED JAN 29 1981 Michigan Department of Commerce MICHIGAN DEPT. OF COMMERCE JAN 30 1981 Acting Director Restated Articles of Incorporation of G.S.I. Sciences, Inc. 1. These Restated Articles of Incorporation are executed pursuant to the provisions of Sections 641-651, Act 284, Public Acts of 1972, as amended. 2. The present name of the corporation is G. S. I. Sciences, Inc. 3. All of the former names of the corporation are as follows: None. 4. The date of -filing the original articles of incorporation was December 29, 1980. 5. The following Restated Articles of Incorporation supersede the original Articles of Incorporation as amended and shall be the Articles of Incorporation of the corporation: ARTICLE FIRST The name of the corporation is Gelman Sciences Inc. ARTICLE SECOND The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan. ARTICLE THIRD The total number of shares which the corporation shall have authority to issue is 4,500,000 of which 4,000,000 shall be shares of Common Stock with a par value of $.10 per share, and 500,000 shall be Preferred Stock with a par value of $1.00 per share. The Preferred Stock shall be issued from time to time in one or more series of such number of shares with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights 12 upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of each such series of Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby expressly vested in the Board of Directors, provided that the holders of shares of Preferred Stock shall have no rights to participate with the holders of Common Stock In any distribution of dividends in excess of the preferential dividends fixed for such Preferred Stock or in the assets of the corporation available for distribution to shareholders in excess of the preferential amount fixed for such Preferred Stock. The Common Stock shall consist of a single class having equal rights, privileges and powers. The holder of each outstanding share of Common Stock shall have one vote per share with respect to all matters submitted to a vote of shareholders. The number of authorized shares of any class of stock of the corporation, including but without limitation the Common Stock and the Preferred Stock, may be increased or decreased by the affirmative vote of the holders of the majority of the stock of the corporation entitled to vote, without regard to class. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by law or by any provision herein or in the bylaws, the meeting and vote of shareholders may be dispensed with if the action is taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent. ARTICLE FOURTH A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: None. -2- 13 ARTICLE FIFTH The address of the current registered office is: 600 South Wagner Road, Ann Arbor, Michigan 48106. The name of the current resident agent is: Charles Gelman. ARTICLE SIXTH Reserved. ARTICLE SEVENTH In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized, without stockholder approval, to make, amend, alter or repeal the Bylaws of the corporation. ARTICLE EIGHTH Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equitable jurisdiction within the State of Michigan may, on the application in a summary way of this corporation or of any creditor or shareholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Michigan law, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Michigan law, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, agree to any compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, of this corporation, as the case may be, and also on this corporation. -3- 14 ARTICLE NINTH The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. These Restated Articles of Incorporation were duly adopted by the shareholder on the 29th day of December, 1980, in accordance with the provisions of Section 642, Act 284, Public Acts of 1972, amended. The necessary number of shares as required by statute were voted in favor of the Restated Articles of Incorporation. Signed this 22nd day of January, 1981. By Charles Gelman, President -4- 15 RECEIVED FILED DEC 18 1985 DEC 18 1985 MICHIGAN DEPT. OF COMMERCE Administrator MICHIGAN DEPT OF COMMERCE Corporation & Securities Bureau DEC 18 1985 RESTATED Articles of Incorporation of Gelman Sciences Inc. 1. Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Articles: 2. The present name of the corporation is Gelman Sciences Inc. 3. The corporation identification number (CID) assigned by the Bureau is as follows: 240-273 4. All former names of the corporation are as follows: G. S. I. Sciences, Inc. 5. The date of filing the original articles of incorporation was December 29, 1980. 6. The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation of the corporation: ARTICLE FIRST The name of the corporation is Gelman Sciences Inc. ARTICLE SECOND The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan, ARTICLE THIRD The total number of shares which the corporation shall have authority to issue is 4,500,000 of which 4,000,000 shall be shares of Common Stock with a par value of $.10 per share, and 500,000 shall be Preferred Stock with a par value of $1.00 per share. The Preferred Stock shall be issued from time to time in one or more series of such number of shares with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable 16 on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of each such series of Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby expressly vested in the Board of Directors, provided that the holders of shares of Preferred Stock shall have no rights to participate with the holders of Common Stock in any distribution of dividends in excess of the preferential dividends fixed for such Preferred Stock or in the assets of the corporation available for distribution to shareholders in excess of the preferential amount fixed for such Preferred Stock. The Common Stock shall consist of a single class having equal rights, privileges and powers. The holder of each outstanding share of Common Stock shall have one vote per share with respect to all matters submitted to a vote of shareholders. The number of authorized shares of any class of stock of the corporation, including but without limitation the Common Stock and the Preferred Stock, may be increased or decreased by the affirmative vote of the holders of the majority of the stock of the corporation entitled to vote, without regard to class. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by law or by any provision herein or in the bylaws, the meeting and vote of shareholders may be dispensed with if the action is taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent. ARTICLE FOURTH A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: None. -2- 17 ARTICLE FIFTH The address of the current registered office is: 600 South Wagner Road, Ann Arbor, Michigan 48106. The name of the current resident agent is: Charles Gelman. ARTICLE SIXTH The business and affairs of the Company shall be managed by or under the direction of a Board of Directors consisting of not less than 3 or more than 11 directors, the exact number of directors to be determined from time to time solely by a resolution adopted by an affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1985 Annual Meeting of Shareholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of shareholders, commencing in 1986, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes of directors so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director. When the number of directors is increased by the Board of Directors and any newly created directorships are filled by the Board, there shall be no classification of the additional directors until the next annual meeting of shareholders. A director shall hold office until the meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Newly created directorships resulting from an increase in the number of directors and any vacancy on the Board of Directors may be filled by an affirmative vote of a majority of the Board of Directors then in office. If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. A director elected by the Board of Directors to fill a vacancy shall hold office until the next meeting of shareholders called for the election of directors and until his or her successor shall be elected and shall qualify. A director or the entire Board of Directors may be removed only for cause. Notwithstanding the foregoing, whenever the holders of any one or more classes of preferred stock or series thereof issued by the Company shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling -3- 18 of vacancies and other features of such directorship shall be governed by the terms of these Restated Articles of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article. This Article Sixth may not be amended by written consent of shareholders, and may only be amended by the affirmative vote of 60% of the shares represented at the meeting of shareholders considering the amendment, in addition to the vote otherwise required by the Michigan Business Corporation Act. ARTICLE SEVENTH In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized, without stockholder approval, to make, amend, alter or repeal the Bylaws of the corporation. ARTICLE EIGHTH Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equitable jurisdiction within the State of Michigan may, on the application in a summary way of this corporation or of any creditor or shareholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Michigan law, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Michigan law, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, agree to any compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, of this corporation, as the case may be, and also on this corporation. ARTICLE NINTH The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. -4- 19 These Restated Articles of incorporation were duly adopted on the 10th day of December, 1985, in accordance with the provisions of Section 642 of the Act and were duly adopted by the shareholders. The necessary number of shares as required by statute were voted in favor of these Restated Articles. Signed this 10th day of December, 1985. By: Charles Gelman, President -5- 20 RECEIVED FILED DEC 17 1987 DEC 17 1987 MICHIGAN DEPT. OF COMMERCE Administrator CORPORATION DIVISION MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau Restated Articles of Incorporation of Gelman Sciences Inc. 1. Pursuant to the provisions of Act 234, Public Acts of 1972, as amended, the undersigned corporation executes the following Articles: 2. The present name of the corporation in Gelman Sciences Inc. 3. The corporation identification number (CID) assigned by the Bureau is as follows: 240-273 4. All former names of the corporation are as follows: G.S.I. Sciences, Inc. 5. The date of filing the original articles of incorporation was December 29, 1980. 6. The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation of the corporation: ARTICLE FIRST The name of the corporation is Gelman Sciences Inc. ARTICLE SECOND The purpose or purposes for which the corporation is organized in to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan. ARTICLE THIRD The total number of shares which the corporation shall have authority to issue is 4,500,000 of which 4,000,000 shall be shares of Common Stock with a par value of $.10 per share, and 500,000 shall be Preferred Stock with a par value of $1.00 per share. The Preferred Stock shall be issued from time to time in one or more series of such number of shares with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or 21 noncumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, all an shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of each such series of Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby expressly vested in the Board of Directors, provided that the holders of shares of Preferred Stock shall have no rights to participate with the holders of Common Stock in any distribution of dividends in excess of the preferential dividends fixed for such Preferred Stock or in the assets of the corporation available for distribution to shareholders in excess of the preferential amount fixed for such Preferred Stock. The Common Stock shall consist of a single class having equal rights, privileges and powers. The holder of each outstanding share of Common Stock shall have one vote per share with respect to all matters submitted to a vote of shareholders. The number of authorized shares of any class of stock of the corporation, including but without limitation the Common Stock and the Preferred Stock, may be increased or decreased by the affirmative vote of the holders of the majority of the stock of the corporation entitled to vote, without regard to class. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by law or by any provision herein or in the bylaws, the meeting and vote of shareholders may be dispensed with if the action in taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent. ARTICLE FOURTH A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: None. -2- 22 ARTICLE FIFTH The address of the current registered office is: 600 South Wagner Road, Ann Arbor, Michigan 48106. The name of the current resident agent is: Charles Gelman. ARTICLE SIXTH The business and affairs of the Company shall be managed by or under the direction of a Board of Directors consisting of not less than 3 or more than 11 directors, the exact number of directors to be determined from time to time solely by a resolution adopted by an affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1985 Annual Meeting of Shareholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of shareholders, commencing in 1986, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes of directors so as to maintain the number of directors in each class as nearly equal an possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director. When the number of directors is increased by the Board of Directors and any newly created directorships are filled by- the Board, there shall be no classification of the additional directors until the next annual meeting of shareholders. A director shall hold office until the meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Newly created directorships resulting from an increase in the number of directors and any vacancy an the Board of Directors may be filled by an affirmative vote of a majority of the Board of Directors then in office. If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. A director elected by the Board of Directors to fill a vacancy shall hold office until the next meeting of shareholders called for the election of directors and until his or her successor shall be elected and shall qualify. A director or the entire Board of Directors may be removed only for cause. -3- 23 Notwithstanding the foregoing, whenever the holders of any one or more classes of preferred stock or series of preferred stock or series thereof issued by the Company shall have the right, voting separately by class or series to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the terms of these Restated Articles of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article. This Article Sixth may not be amended by written consent of shareholders, and may only be amended by the affirmative vote of 60% of the shares represented at the meeting of shareholders considering the amendment, in addition to the vote otherwise required by the Michigan Business Corporation Act. ARTICLE SEVENTH In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized, without stockholder approval, to make, amend, alter or repeal the Bylaws of the corporation. ARTICLE EIGHTH Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equitable jurisdiction within the State of Michigan may, on the application in a summary way of this corporation or of any creditor or shareholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Michigan law, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Michigan law, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths In value of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this corporation, as the case may be, agree to any compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, of this corporation, as the case may be, and also on this corporation. -4- 24 ARTICLE NINTH The corporation reserves the right to amend, alters change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. These Restated Articles of Incorporation were duly adopted an the 10th day of December 1985, in accordance with the provisions of Section 642 of the Act and were duly adopted by the shareholders. The necessary number of shares as required by statute were voted in favor of these Restated Articles. ARTICLE TENTH A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of the director's fiduciary duty. However, this Article Tenth shall not eliminate or limit the liability of a director for any of the following: (1) A breach if the director's duty of loyalty to the Corporation or its shareholders. (2) Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law. (3) A violation of Section 551(1) of the Michigan Business Corporation Act. (4) A transaction from which the director derived an improper personal benefit. (5) An act or omission occurring before March 1, 1987. Any repeal or modification of this Article Tenth by the shareholders of the Corporation shall not adversely affect any right or protection of any director of the Corporation existing at the time of, or for or with respect to, any acts or omissions occurring before such repeal or modification. Signed this 16th day of December, 1987. BY Charles Gelman, President -5- 25 DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization MAILING ADDRESS INDICATED IN THE BOX remitting fees: BELOW. Include name, street and number Honigman Miller (or P.O. box). city, state and ZIP code. Schwartz and Cohn Jeanette M. Sermo Preparer's name and business Honigman Miller Schwartz & Cohn telephone number: 2290 First National Building Jeanette M. Sermo Detroit, Michigan 48226 (313) 256-7634 INFORMATION AND INSTRUCTIONS 1. This form is issued under the authority of Act 284. P.A. of 1972. as amended. The articles of incorporation cannot be restated until this form, or a comparable document, is submitted. 2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to sections 641 through 643 of the Act for the purpose of restating the articles of incorporation of a domestic profit corporation. Restated articles of incorporation are an integration into a single instrument of the current provisions of the corporation's articles of incorporation along with any desired amendments to those articles. 4. Restated articles of incorporation which do not amend the articles of incorporation may be adopted by the board of directors without a vote of the shareholders. Restated articles of incorporation which amend the articles of incorporation require adoption by the shareholders. Restated articles of incorporation submitted before the first meeting of the board of directors require adoption by all of the incorporators. 5. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. 6. The duration of the corporation should be stated in the restated articles of incorporation only if it is not perpetual. 7. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. 8. If the restated articles are adopted before the first meeting of the board of directors, this document must be signed in ink by all of the incorporators. It the restated articles merely restate and integrate the articles. but do not amend, this document must be signed in ink by an authorized officer or agent of the corporation. If the restated articles amend the articles of incorporation, this document must be signed in ink by the president, vice-president, chairperson, or vice-chairperson. 9. FEES: Filing fee (Make remittance payable to State of Michigan)............................................. $10.00 Franchise fee (payable only if authorized capital stock has increased) - 1/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock. 10. Mail form and fee to: Michigan Department of Commerce, Corporation and Securities Bureau, Corporation Division, P. O. Box 30054, Lansing, MI 48909, Telephone (517) 373-0493 26 MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) DATE RECEIVED FILED MAR 21 1994 APR 13 1994 APR 18 1994 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION FOR USE BY DOMESTIC CORPORATIONS (PLEASE READ INFORMATION AND INSTRUCTIONS ON LAST PAGE) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The present name of the corporation is: Gelman Sciences Inc. 2. The corporation identification number (CID) assigned by the Bureau is: 240 - 273 3. The location of its registered office is: 600 South Wagner Road Ann Arbor, Michigan 48106 (Street Address) (City) (ZIP Code) 4. Article III of the Articles of Incorporation is hereby amended to read as follows: See attached Exhibit A 27 5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b) a. [ ] The foregoing amendment to the Articles of Incorporation was duly adopted on the ______day of _________, 19___, in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees. Signed this _____ day of _____________, 19___ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ (Signatures of all incorporators; type or print name under each signature) b. [ ] The foregoing amendment to the Articles of Incorporation was duly adopted on the 17th day of, December, 1993. The amendment: (check one of the following) [ ] was duly adopted in accordance with Section 611(2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment. [ ] was duly adopted by the written consent of all the directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis. [ ] was duly adopted by the written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.) [ ] was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with Section 407(3) of the Act. Signed this 14th day of March , 1994 By James J. Fahrner Vice President-Finance (Type or Print Name) (Type or Print Title) 28 DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization MAILING ADDRESS INDICATED IN THE BOX remitting fees: BELOW. Include name, street and number Gelman Sciences Inc. (or P.O. box), city, state and ZIP code. Preparer's name and business Stanley E. Everett telephone number: Brouse & McDowell Stanley E. Everett 500 First National Tower (216) 535-5711 Akron, OH 44308 INFORMATION AND INSTRUCTIONS 1. The amendment cannot be filed until this form, or a comparable document, is submitted. 2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the record of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic profit or nonprofit corporation. Do not use this form for restated articles. A nonprofit corporation is one incorporated to carry out any lawful purpose or purposes not involving pecuniary profit or gain for its directors, officers, shareholders, or members. A nonprofit corporation organized on a nonstock directorship basis, as authorized by Section 302 of the Act, may or may not have members, but if it has members, the members are not entitled to vote. 4. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. 5. Item 4 - The article being amended must be set forth in its entirety. However, if the article being amended is divided Into separately identifiable sections, only the sections being amended need be included. 6. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. 7. It the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators listed in Article V of the Articles of Incorporation. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation. 8. FEES: Filing fee (Make remittance payable to State of Michigan)............................................ $10.00 Franchise fee for profit corporations (payable only if authorized capital stock has increased) - 1/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock. 9. Mail form and fee to: Michigan Department of Commerce Corporation and Securities Bureau Corporation Division P.O. Box 30054 6546 Mercantile Way Lansing, MI 48909 Telephone: (517) 334-6302 29 EXHIBIT A CERTIFICATE GELMAN SCIENCES INC. Gelman Sciences Inc., a Michigan corporation ("Company"), hereby certifies that at its annual meeting of shareholders, held December 17, 1993 upon notice duly given, a proposal to amend the Company's Restated Articles of Incorporation to increase the authorized shares of its common stock was duly adopted by the affirmative vote of a majority of the outstanding shares, in accordance with Section 611(2) of the Michigan Business Corporation Act (the "Act"). Article III of the Restated Articles of Incorporation of the Company hereby is amended in its entirety to read as follows: ARTICLE THIRD The total number of shares which the corporation shall have authority to issue is 8,500,000 of which 8,000,000 shall be shares of Common Stock with a par value of $.10 per share, and 500,000 shall be Preferred Stock with a par value of $1.00 per share. The Preferred Stock shall be issued from time to time in one or more series of such number of shares with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of each such series of Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby expressly vested in the Board of Directors, provided that the holders of shares of Preferred Stock shall have no rights to participate with the holders of Common Stock in any distribution of dividends in excess of the preferential dividends fixed for such Preferred Stock or in the assets of the corporation available for distribution to shareholders in excess of the preferential amount fixed for such Preferred Stock. 30 The Common Stock shall consist of a single class having equal rights, privileges and powers. The holder of each outstanding share of Common Stock shall have one vote per share with respect to all matters submitted to a vote of shareholders. The number of authorized shares of any class of stock of the corporation, including but without limitation the Common Stock and the Preferred Stock, may be increased or decreased by the affirmative vote of the holders of the majority of the stock of the corporation entitled to vote, without regard to class. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by law or by any provision herein or in the bylaws, the meeting and vote of shareholders may be dispensed with if the action is taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent. GELMAN SCIENCES INC. By: James J. Fahrner Vice President-Finance 31 MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU Date Received (FOR BUREAU USE ONLY) FEB 10 1995 FILED FEB 10 1995 Name Edward J. Levitt Administrator GELMAN SCIENCES INC. MICHIGAN DEPARTMENT OF COMMERCE Address CORPORATION & SECURITIES BUREAU 600 South Wagner Road City State Zip Code Ann Arbor MI 48103-9019 EFFECTIVE DATE: DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION FOR USE BY DOMESTIC PROFIT CORPORATIONS (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The present name of the corporation is: GELMAN SCIENCES INC. 240-273 2. The identification number assigned by the Bureau is: 3. The location of the registered office is: 600 South Wagner Road Ann Arbor Michigan 48103-9019 (Street Address) (City) (Zip Code) 4. Article III of the Articles of Incorporation is hereby amended to read as follows: SEE ATTACHED EXHIBIT A 32 5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH. a. [ ] The foregoing amendment to the Articles of Incorporation was duly adopted on the ___ day of _______________, 19___, in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees. Signed this ____day of ________19___ (Signature) (Signature) (Type or Print Name) (Type or Print Name) (Signature) (Signature) (Type or Print Name) (Type or Print Name) b. [ ] The foregoing amendment to the Articles of Incorporation was duly adopted on the 15th day of December, 1994 . The amendment: (check one of the following) [x] was duly adopted in accordance with Section 611(2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment. [ ] was duly adopted by the written consent of all directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis. [ ] was duly adopted by the written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.) [ ] was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation. Signed this 7th day of February 1995 By Charles Gelman (Only Signature of President, Vice-President, Chairperson, or Vice-Chairperson) Charles Gelman Chairman of the Board (Type or Print Title) 33 EXHIBIT A CERTIFICATE GELMAN SCIENCES INC. Gelman Sciences Inc., a Michigan corporation ("Company"), hereby certifies that at its annual meeting of shareholders, held December 15, 1994 upon notice duly given, a proposal to amend the Company's Restated Articles of Incorporation to increase the authorized shares of its common stock was duly adopted by the affirmative vote of a majority of the outstanding shares, in accordance with Section 611(2) of the Michigan Business Corporation Act (the "Act"). Article III of the Restated Articles of Incorporation of the Company hereby is amended in its entirety to read as follows: ARTICLE THIRD The total number of shares which the corporation shall have authority to issue is 15,500,000 of which 15,000,000 shall be shares of Common Stock with a par value of $.10 per share, and 500,000 shall be Preferred Stock with a par value of $1.00 per share. The Preferred Stock shall be issued from time to time in one or more series of such number of shares with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of Stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) may have such other relative, participating, optional or other special rights, qualifications, limitation or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of each such series of Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby expressly vested in the Board of Directors, provided that the holders of shares of Preferred Stock shall have not rights to participate with the holders of Common Stock in any distribution of dividends in excess of the preferential dividends fixed for such Preferred Stock or in the assets of the corporation available for distribution to shareholders in excess of the preferential amount fixed for such Preferred Stock. EX-10 3 EX-10 1 EXHIBIT 10 WARRANT AGREEMENT TO: Dr. Hajime Kimura, M.D., Ph.D. FROM: Charles Gelman DATE: September 2, 1994 Pursuant to and in accordance with a resolution of the Board of Directors of Gelman Sciences Inc. (the "Corporation") adopted at its meeting on September 2, 1994, the Corporation hereby grants you a warrant (the "Warrant") to purchase 9,000 shares of the Common Stock, $0.10 par value, of the Corporation (the "Shares") at $14.25 per Share, upon the terms and conditions contained in this Agreement. 1. The Warrant is not intended to be an incentive stock option within the meaning of the Internal Revenue Code of 1986, as amended. 2. The Warrant may not be transferred by you otherwise than by will or by the laws of descent and distribution and, during your lifetime, the Warrant is exercisable only by you. 3. Subject to the terms contained in this Agreement, you may exercise the Warrant in whole or in part beginning on the date of this Agreement. 4. This Warrant will expire (to the extent not previously exercised) on the tenth anniversary of the date of this Agreement, unless terminated earlier upon your termination of service as a member of the Board of Directors of the Corporation or your death, which are governed by Paragraphs 5 and 6 of this Agreement, respectively. 5. If your service as a member of the Board of Directors of the Corporation terminates for any reason other than your death, you have the right for a period of 90 days following such termination, but in no event subsequent to the expiration date of the Warrant, to exercise that portion of the Warrant, if any, which is exercisable by you on the date of termination of your service. 2 6. If your service as a member of the Board of Directors of the Corporation terminates by reason of your death, the Warrant, to the extent it is exercisable on the date of your death, may be exercised for a period of 180 days following your death, but in no event subsequent to the expiration date of the Warrant, by your legal representative or by the person or persons to whom your rights shall pass by will or by the laws of descent and distribution. 7. The Warrant shall be exercised by giving a written notice to the Secretary of the Corporation. Such notice shall specify the number of Shares to be purchased, the name in which you desire to have the shares registered, your address and your social security number and shall be accompanied by payment in full in cash of the aggregate exercise price for the number of Shares purchased and by the representation required by Paragraph 10 of this Agreement if the Shares to be issued upon exercise of the Warrant have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such exercise shall be effective only upon the actual receipt of such written notice and no rights or privileges of a shareholder of the Corporation in respect of any of the Shares issuable upon exercise of any part of the Warrant shall inure to you or any other person who is entitled to exercise the Warrant unless and until certificates representing such Shares shall have been issued. 8. Nothing contained in this Agreement, nor any action taken by the Corporation, shall confer upon you any right with respect to continuation of your service as a member of the Board of Directors of the Corporation. 9. If, upon or as a result of your exercise of the Warrant, there shall be payable by the Corporation any amount for income tax withholding, you will pay such amount to the Corporation to reimburse the Corporation for such income tax withholding. 10. Unless a registration statement covering the Shares subject to the Warrant is in effect under the Securities Act, all Shares purchased upon the exercise of the Warrant shall be acquired for investment and not with a view to, or for, sale in connection with any distribution thereof and each notice of exercise of the Warrant shall be accompanied by a representation in writing signed by you to that effect. The Corporation may place a legend upon any certificate representing the Shares purchased pursuant to exercise of the Warrant noting that the transfer of such Shares may be restricted under the Securities Act. 11. In the event that the outstanding shares of Common Stock of the Corporation shall be increased by a stock dividend or changed into or exchanged for a different number of kind of shares of stock or other securities of the Corporation or of another corporation, whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares or otherwise, the number, price and kind of Shares subject to the Warrant shall be appropriately adjusted. 2 3 12. The Shares issued upon exercise of the Warrant may consist in whole or in part of the authorized and unissued or reacquired Common Stock of the Corporation. Sincerely yours, Charles Gelman Chairman of the Board and CEO The above is agreed to and accepted: /s/ H. Kimura Dr. Hajime Kimura, M.D., Ph.D. Dated: Sept. 12, 1994 3 EX-11 4 EX-11 1 EXHIBIT 11 COMPUTATION OF EARNINGS PER COMMON SHARE PRIMARY AND FULLY DILUTED
Three Months Ended Six Months Ended January 31 January 31 --------------------- --------------------- 1995 1994 1995 1994 ---------- ---------- ---------- ---------- Net income for computing primary and fully diluted earnings per common share $1,256,000 $1,094,000 $2,487,000 $1,992,000 Primary shares Weighted average number of common shares outstanding 6,205,245 5,673,656 6,173,976 5,654,729 Additions from assumed exercise of stock options and warrants 399,655 546,435 422,797 528,114 ---------- ---------- ---------- ---------- Weighted average of common and common equivalent shares 6,604,900 6,220,091 6,596,773 6,182,843 ========== ========== ========== ========== Fully diluted shares Weighted average number of common shares outstanding 6,205,245 5,673,656 6,173,976 5,654,729 Additions from assumed exercise of stock options and warrants 399,655 621,744 422,797 565,704 ---------- ---------- ---------- ---------- Weighted average of common and common equivalent shares 6,604,900 6,295,400 6,596,773 6,220,433 ========== ========== ========== ========== Net income per common share Primary $ 0.19 $ 0.18 $ 0.38 $ 0.32 ========== ========== ========== ========== Fully diluted $ 0.19 $ 0.18 $ 0.38 $ 0.32 ========== ========== ========== ==========
Primary additions from assumed exercise of stock options and warrants is net of assumed purchase of common shares at the average market price during the period. Fully diluted earnings per share was determined in the same manner except that the greater of the period end or period average stock price was used. EX-27 5 EX-27
5 This schedule contains summary financial information extracted from (a) Gelman Sciences Inc. Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the six months ended January 31, 1995 and the Consolidated Balance Sheet as of January 31, 1995 and is qualified in its entirety by reference to such (b) Form 10-Q for the second quarter ended January 31, 1995. 0000310252 GELMAN SCIENCES INC. 1,000 U.S. DOLLARS 6-MOS JUL-31-1995 AUG-01-1994 JAN-31-1995 1 1,906 0 22,669 989 14,183 42,254 65,552 35,252 74,902 18,392 20,739 622 0 0 32,993 74,902 48,185 48,185 23,583 23,583 19,704 118 882 3,898 1,411 2,487 0 0 0 2,487 .38 .38
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