-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hl86fxWOdjkMP8V4uCFMPx63f+0nlIIA9MOTu0AQqtyTltU0IluCOUJmNntvNEgd UcgBn5MtYsjyKE/WkguyAQ== 0000897069-96-000207.txt : 19960724 0000897069-96-000207.hdr.sgml : 19960724 ACCESSION NUMBER: 0000897069-96-000207 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960722 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHLAND CRANBERRIES INC /WI/ CENTRAL INDEX KEY: 0000818010 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 391583759 STATE OF INCORPORATION: WI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08563 FILM NUMBER: 96597283 BUSINESS ADDRESS: STREET 1: 800 FIRST AVE SO STREET 2: P O BOX 8020 CITY: WISCONSIN RAPIDS STATE: WI ZIP: 54494 BUSINESS PHONE: 7154244444 S-4 1 NORTHLAND CRANBERRIES, INC. FORM S-4 As filed with the Securities and Exchange Commission on July 22, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ___________________ NORTHLAND CRANBERRIES, INC. (Exact name of registrant as specified in its charter) Wisconsin 0171 39-1583759 (State of (Primary Standard Industrial (I.R.S. Employer incorporation) Classification Code Number) Identification No.) 800 First Avenue South Wisconsin Rapids, Wisconsin 54494 (715) 424-4444 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _______________________ John A. Pazurek Vice President-Finance and Treasurer Northland Cranberries, Inc. 800 First Avenue South Wisconsin Rapids, Wisconsin 54494 (715) 424-4444 Facsimile (715) 422-6800 (Name, address, including zip code, and telephone number, including area code, of agent for service) _________________________ Copy to: Steven R. Barth, Esq Foley & Lardner 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 297-5662 Facsimile: (414) 297-4998 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box [_] CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Each Maximum Maximum Class of Offering Aggregate Amount of Securities to be Amount to be Price per Offering Registration Registered Registered(1) Share(2) Price(2) Fee Class A Common Stock, $.01 par value . . . . . . 500,000 $28.125 $14,062,500 $4,850 (1) The Company's Board of Directors declared a two-for-one stock split to be effected in the form of a 100% stock dividend to be distributed on September 3, 1996 to holders of Class A Common Stock of record at the close of business on August 15, 1996. On the date of such distribution, the amount to be registered hereunder will increase from 500,000 shares to 1,000,000 shares. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based on the average high and low sales prices of the Class A Common Stock reported by the Nasdaq National Market on July 18, 1996. _________________________ If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] _________________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. NORTHLAND CRANBERRIES, INC. FORM S-4 REGISTRATION STATEMENT CROSS REFERENCE SHEET (Pursuant to item 501(b) of Regulation S-K, showing the location in the Prospectus of the information required to be included therein in response to the Items of Part I of Form S-4) Form S-4 Item Prospectus Caption or Number Item Description Location in Prospectus 1. Forepart of the Registration Outside Front Cover Page Statement and Outside Front of Prospectus Cover Page of Prospectus 2. Inside Front and Outside Inside Front and Outside Back Cover Pages of Back Cover Page of Prospectus Prospectus; Available Information 3. Risk Factors, Ratio of Cover Page; The Company; Earnings to Fixed Charges Incorporation of Certain and Other Information Information by Reference 4. Terms of the Transaction * 5. Pro Forma Financial * Information 6. Material Contracts with * Company Being Acquired 7. Additional Information Outstanding Securities Required for Reoffering by Covered by This Prospectus Persons and Parties Deemed to be Underwriters 8. Interests of Named Experts Validity of Securities; and Counsel Experts 9. Disclosure of Commission ** Position on Indemnification for Securities Act Liabilities 10. Information With Respect to The Company; Incorporation S-3 Registrants of Certain Information by Reference 11. Incorporation of Certain Incorporation of Certain Information By Reference Information By Reference 12. Information with Respect to ** S-2 or S-3 Registrants 13. Incorporation of Certain ** Information By Reference 14. Information with Respect to ** Registrants Other Than S-3 or S-2 Registrants 15. Information with Respect to ** S-3 Companies 16. Information with Respect to ** S-2 or S-3 Companies 17. Information with Respect to * Companies Other Than S-3 or S-2 Companies 18. Information if Proxies, * Consents or Authorizations are to be Solicited 19. Information if Proxies, * Consents or Authorizations are not to be Solicited or in an Exchange Offer _______________________ * Inapplicable in connection with the filing of this Registration Statement. Information, however, may be included in subsequent post- effective amendments filed under certain circumstances pursuant to General Instruction H of Form S-4 or in one or more prospectus supplements, filed pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended. ** Not applicable or answer is negative. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Subject to Completion July 22, 1996 PROSPECTUS 500,000 Shares [LOGO] Class A Common Stock ________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMIS- SION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ________________________ This Prospectus covers shares of Class A Common Stock, $.01 par value (the "Class A Common Stock") which may be offered and issued by Northland Cranberries, Inc. (the "Company") from time to time in connection with the merger with or acquisition by the Company, directly or indirectly, of businesses or properties. It is expected that the terms of acquisitions involving the issuance of securities covered by this Prospectus will be determined by direct negotiations with the owners or controlling persons of the businesses or properties to be merged with or acquired by the Company, and that the shares of Class A Common Stock issued will be valued at prices reasonably related to market prices current either at the time a merger or acquisition is agreed upon or at or about the time of delivery of shares. No underwriting discounts or commissions will be paid, although finder's fees may be paid from time to time with respect to specific mergers or acquisitions. Any person receiving any such fees may be deemed to be an Underwriter within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). With the written consent of the Company, this Prospectus, as amended or supplemented if appropriate, has also been prepared for use by persons who have received or will receive, from the Company, Class A Common Stock covered by this Prospectus in connection with mergers or acquisitions and who may wish to sell such stock under circumstances requiring or making desirable its use. See "Outstanding Securities Covered by this Prospectus" for information relating to resales pursuant to this Prospectus of shares of Class A Common Stock issued under the Registration Statement. At July 10, 1996, the Company had 6,367,143 shares of its Class A Common Stock outstanding. These shares are listed on the Nasdaq National Market ("NASDAQ"). The shares offered hereby have been approved for quotation on NASDAQ. On July 19, 1996, the last sale price of the Class A Common Stock on NASDAQ was $28-1/2 per share. All expenses of this offering will be paid by the Company. The date of this Prospectus is _______, 1996. THE COMPANY The Company is the world's largest cranberry grower, with more planted acres of cranberries owned or leased than any other grower. The Company owns or leases over 2,300 planted acres of cranberries at numerous marsh locations in Wisconsin and Massachusetts. In fiscal 1996 the Company harvested approximately 1,900 acres which produced 287,000 barrels, representing approximately 6% of the total cranberries harvested in the world. In each of the past three years, the Company sold substantially all of its crop harvested for processing to two independent fruit juice and sauce processors for their packaging and resale as private label cranberry juice and sauce, pursuant to contracts which expired on March 31, 1996. In 1993 the Company first implemented its "from marsh to market" vertical integration business strategy when it began selling its own Northland/R/ brand fresh cranberries. In August 1995, the Company announced that it would further this strategy by marketing and selling its own Northland brand 100% cranberry juice blends, and other processed consumer branded and private label cranberry products. This initiative was implemented in October 1995 when the Company introduced its Northland brand 100% cranberry juice blends into Wisconsin markets. To date, the Company's premium cranberry juice has penetrated virtually all Wisconsin markets, a significant portion of the Chicago metropolitan market and 17 other major retail marketing areas located primarily throughout the Midwest and Great Lakes regions. In February 1996, the Company entered into a three-year product supply agreement with Rudolf Wild GmbH & Co. of Heidelberg, Germany ("Wild"), one of Europe's largest suppliers of natural compounds for the production of soft drinks and other beverages containing fruit, pursuant to which the Company will supply cranberry concentrate to Wild. The term "Company" refers to Northland Cranberries, Inc., a Wisconsin corporation and its subsidiaries, affiliates and predecessors, unless the context requires otherwise. The executive offices of the Company are located at 800 First Avenue South, Wisconsin Rapids, Wisconsin 54494. The telephone number is (715) 424-4444. RISK FACTORS In addition to the other information contained or incorporated by reference in this Prospectus, prospective investors should carefully consider the following risk factors in evaluating the Company and its business before determining whether to accept as consideration shares of the Class A Common Stock offered hereby. Certain matters discussed in this Prospectus or incorporated herein by reference are forward-looking statements that involve risks and uncertainties, including particularly sentences which include words such as the Company "believes," "anticipates," "expects" or words of similar import. With respect to such statements, the Company claims the protection of the disclosure liability safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1955. Such statements are subject to certain risks and uncertainties, including particularly those important factors set forth below, that could cause actual results to differ materially from those projected. Potential investors are cautioned not to place undue reliance on such forward looking statements, which are made only as of the date hereof. The Company undertakes no obligations to publicly update or release the results of any revision to such forward looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of subsequent events. Readers are cautioned that the following important Risk Factors, in addition to those discussed elsewhere or incorporated by reference herein, could affect the future results of the Company and cause those results to differ materially from those expressed in such forward-looking statements. Untested Business Strategy The Company's experience in the business of marketing and selling value-added processed consumer cranberry products began, on a limited basis, in 1993 when it first marketed its own Northland brand fresh cranberries and was furthered during the Company's 1996 fiscal year through the sale of its Northland brand 100% cranberry juice blends. The business of marketing and selling consumer cranberry products involves substantial risk and there can be no assurance that the Company will be able to manage or sustain its very limited success in this field to date. Important to the success of Northland's strategy is its belief that the demand for cranberry products will exceed the available supply of raw cranberries for at least the next several years and that the redirection of its own internal supply of raw cranberries (and the raw cranberries it purchases from other growers) into its own cranberry products will not increase the overall supply of consumer cranberry products. If the Company's assessment of the cranberry market is incorrect, the Company's internal cranberry supply may not create the benefits and competitive advantages currently anticipated by the Company, which could have a material adverse effect on its results of operations and financial condition. See " -- Cranberry Market; Supply and Demand" below. While the Company has key employees who have experienced the product introduction and sale of its Northland brand fresh cranberries and Northland brand premium cranberry juice blends, the Company's management and employees have limited experience and expertise in the consumer beverage and fruit products businesses. Although the Company has a Director of Sales with juice and beverage industry experience, there can be no assurance that the Company will be able to successfully hire additional qualified personnel or, if hired, retain and integrate such personnel into the Company's operations. Cranberry Market; Supply and Demand An oversupply of cranberries could have a depressing effect on the pricing of raw cranberries and consumer cranberry products. The supply of raw cranberries increased over the last several years, principally due to the maturation of new acreage planted in the United States as a result of growers obtaining permits prior to the enactment in 1990 of the current regulations restricting the further new development of wetland acreage. However, apart from this general trend toward increasing supply, annual cranberry production can fluctuate significantly from year to year depending on agricultural conditions, which can cause dramatic increases or decreases in the overall annual supply of raw cranberries. After 1996, the Company anticipates that additional maturing acreage in the United States will decrease due to the impact of current regulations which became effective in 1990 and restricted the issuance of new permits to allow the further commercial development of wetland acreage. However, there can be no assurance that future federal or state legislation easing the current regulatory restrictions on wetland development will not be enacted. Moreover, although the Company believes that new commercial development of cranberry acreage has been limited in Canada because of its federal "no net loss of wetlands" policy (which has also been adopted by most provinces), there is no available data on the extent of new cranberry acreage development in Canada. Such development could be substantial. Additionally, to date, substantially all of the world's raw cranberries have been grown in North America. In recent years, however, increased attention has been directed at attempts to grow cranberries in locations outside North America and on non-wetland properties. Over the longer- term, there can be no assurance that cranberry production outside North America or on non-wetland properties will not become significant. The Company believes that the demand for cranberry products has also increased substantially over recent years and has generally exceeded the supply of raw cranberries. While the Company believes that the demand for cranberry products at current market prices will continue to exceed the supply of raw cranberries for the next several years, there can be no assurance that the supply of raw cranberries will not increase to meet or exceed market demand or that demand will not decline. Increasing demand for cranberry products, however, may depend on continued heavy advertising expenditures and expanded new cranberry product introductions by Ocean Spray and other branded juice product companies. Additionally, changes in consumer perceptions of the relative healthfulness or safety of cranberries generally could have a material adverse effect on the demand for consumer cranberry products and result in significant changes in cranberry prices. Competition General The markets in which the Company has competed and will compete are large and very competitive. Many of the Company's current and prospective competitors have substantially greater financial, marketing, production and/or distribution resources than the Company and, except in the areas of cranberry growing and fresh fruit sales, substantially more experience in the production, marketing, distribution and sale of cranberry and other consumer products. The Company is subject to substantial competition with respect to the sale of consumer cranberry products, the sale of fresh cranberries and, to a lesser extent, the purchase of raw cranberries. Moreover, the competitive success of the Company's products will depend on consumers' perceptions of their quality and appearance as compared to competitive products. Raw Cranberry Market Ocean Spray dominates the raw cranberry market. Ocean Spray is an agricultural marketing cooperative that enjoys limited protection under the United States anti-trust laws. Northland competes in the market for purchasing raw cranberries with other independent cranberry product handlers and processors for the raw cranberries of other independent growers. The Company could also experience competition for the purchase of raw cranberries from Ocean Spray to the extent Ocean Spray accepts new member growers. The Company believes that competition for the purchase of raw cranberries in the independent market may increase as a result of the Company's current business strategy. Branded Products Market Ocean Spray also dominates the branded consumer cranberry products market. Ocean Spray has significantly more experience in the fruit juice and branded processed cranberry products markets, substantially greater brand name recognition and substantially greater marketing, distribution and financial resources than the Company. There can be no assurance that the Company will be successful in competing against Ocean Spray. Private Label Cranberry Products Market The market for private label cranberry juice, sauce and other processed cranberry products has been supplied primarily by two independent processors, as well as a limited number of other independent raw cranberry brokers and private label juice processors and marketers. These processors have significant experience in the private label fruit juice and processed cranberry products markets and have well established co-packing and bottling operations, distributor networks and customer bases that may be greater than those of the Company or other co-packers that may enter into an alliance with Northland. There can be no assurance that the Company will be successful in competing directly or indirectly against these processors. Moreover, private label cranberry products in general compete against branded cranberry products and, in particular, the branded cranberry products of Ocean Spray. There can be no assurance that any private label processed cranberry products of the Company or its allied co-packers will be able to successfully compete against the similar branded products of Ocean Spray or others. Fresh Cranberry Market The Company already experiences significant direct competition from Ocean Spray in the fresh cranberry market. Ocean Spray has significantly greater marketing, distribution and financial resources than the Company and there can be no assurance that the Company will be able to continue to compete successfully against Ocean Spray in the fresh fruit market. Seasonality While the Company believes that the implementation of its current business strategy has reduced the extreme seasonality of its previous business, there can be no assurance that this will continue and, in any event, it is expected that the Company's results of operations will continue to experience significant seasonality as a result of the traditionally heavier consumer demand for juice products during the summer months and the increased Thanksgiving and Christmas season holiday demand for fresh cranberries and other processed cranberry products. Agricultural Factors; Crop Insurance Northland's cranberry production and current results of operations are subject to the variable effects of weather, crop disease, insect infestation, animal damage, hail and storm damage and water adequacy. These factors can also affect the storage and selling quality of Northland's crop, as well as the quantity and quality of raw cranberries to be purchased by the Company from other growers. Significant reductions in annual per acre yields can result from any of these factors being unfavorable on the Company's marshes and such reductions can have, and have had, a material adverse effect on the Company's results of operations. As a result, the Company's crop yields and production on its individual marshes and on an aggregate basis can and do fluctuate widely from year to year. Additionally, weather conditions and the other agricultural factors described above have delayed by approximately one growing season the development and maturation of Northland's cranberry vines planted within the last five years. While the Company's present federal multi-peril crop insurance coverage provides protection against reduced harvests resulting from adverse growing conditions and hail and storm damage, such policies insure only up to 75% of the previous 10 years' average historical yield from the affected marsh and will reimburse the Company at an effective rate of $52 per barrel of insured lost production this crop year (substantially below the price which could have been received by actually harvesting and delivering or selling such barrel). These reimbursement rates do not and will not take into account or cover the increasing yields expected from newly maturing acreage or the anticipated higher per barrel proceeds which the Company may otherwise achieve by selling its cranberries as fresh fruit or as branded or private label consumer products. These insurance policies also do not cover destruction or spoilage of the Company's crop after its harvest. Dependence on Key Personnel The Company is dependent on certain key management personnel, particularly its President and Chief Executive Officer, John Swendrowski. The Company does not maintain key man life insurance on, or have employment agreements for current employment with, any of its management personnel. The Company's future success will depend, in part, on its ability to retain its management personnel and integrate new management personnel into the Company's operations. Processing and Delivery The Company's principal processing and storage facility and its concentrating facility are located in Wisconsin Rapids, Wisconsin. The Company also operates a smaller processing facility in Hanson, Massachusetts for its Massachusetts-grown cranberry crop. In the event of a fire or other natural disaster, regulatory actions or other causes, particularly if such incidents occurred during or shortly after the annual fall cranberry harvest, the Company's inventory of cranberries at such affected facility would be subject to loss and the Company might be unable to receive and process harvested berries at such facility, supply concentrate (if the event affected the Wisconsin Rapids facility) or process or ship fresh cranberries from such facility. Although the Company has business interruption insurance believed to cover most such circumstances, such an interruption of business could materially and adversely affect the Company's results of operations. The Company intends to enter into contractual arrangements with various providers of materials and services required to produce, package, market and distribute the Company's processed cranberry products, such as co-packers, food and beverage brokers and transportation companies. Accordingly, the Company will rely on a limited number of providers and as a result, poor performance by or the loss of any such provider could have a material adverse effect on the Company's results of operations, especially in the short-term. Regulation As a result of the significant regulatory restrictions in the United States governing the development of wetlands (the preferred growing habitat for cranberries), it is unlikely the Company, or any other cranberry growers or developers in the United States, in the near future will be able to cost-effectively secure additional permits for further significant cranberry marsh expansion on wetland properties. While a recent legislative proposal adopted by the United States House of Representatives attempts to ease these restrictions in certain respects, in its current form such legislation does not preempt state regulation of wetlands development and, therefore, may not significantly affect current restrictions in the United States. The Company is unable to predict the likelihood of enactment of such legislation, what form the proposed legislation may finally take or what impact any such enacted legislation will have on the ability to develop new cranberry marshes. If the current proposal is enacted in a manner which would materially ease restrictions on the development of cranberry marshes, it could lead to an increase in long-term supply which, if not exceeded by demand, could have a depressing effect on the pricing of cranberries and cranberry products. While the Government of Canada and most of Canada's provinces have "no net loss" policies restricting the development of wetlands, the impact of such policies on development of wetlands for cranberry production is uncertain. See " -- Cranberry Market; Supply and Demand" above. The production, packaging, labeling, marketing and distribution of the Company's fresh cranberries and planned processed consumer cranberry products are and will be subject to the rules and regulations of various federal, state and local food and health agencies, including the United States Food and Drug Administration, the United States Department of Agriculture, the Federal Trade Commission and the Environmental Protection Agency ("EPA"). The Company believes it has and will be able to comply in all material respects with such rules, regulations and laws. However, there can be no assurance that future compliance with such rules, regulations and laws will not have a material adverse effect on the Company's results of operations and financial condition. Under the provision of the Agricultural Marketing Agreement Act, a Cranberry Marketing Order was adopted in 1974. This order established the Cranberry Marketing Committee of the United States Department of Agriculture ("CMC"), which is charged with developing a domestic marketing policy by March 1 of each year and making recommendations concerning the allowable supply of cranberries for such year. If the CMC determines that the supply and demand of cranberries will result in unstable market conditions for the forthcoming crop year, the CMC can recommend that the United States Secretary of Agriculture implement a grower allocation program pursuant to the Cranberry Marketing Order. The provisions available for such implementation permit the Secretary to regulate the amount of cranberries which "handlers," such as Ocean Spray and the Company, can accept from growers for domestic marketing. The CMC's jurisdiction is limited to areas within the United States. Therefore, the Company believes that any such order would not affect international allocations or sales. The CMC has never recommended that the Secretary implement an allocation program. However, similar provisions in effect prior to 1974 enabling the Secretary to limit the marketing of cranberries were implemented on three occasions, most recently in 1971. There can be no assurance that the CMC will not determine that the relative supply and demand characteristics require such a grower allocation program in the future, and that, therefore, limitations on the amount of cranberries produced and allotments on growers would be imposed. If such limitations or allotments are imposed on growers, they could have a material adverse effect on the Company's results of operations and financial condition. In January 1996, the EPA granted "treatment as a state" status to the Lac du Flambeau Band of Lake Superior Chippewa Indians pursuant to Section 518 of the federal Clean Water Act, 42 U.S.C. Section 1377. This status allows the Lac du Flambeau Band to set water quality standards within its reservation boundaries and to administer certain other provisions of the Clean Water Act. The EPA has taken the position that off-reservation dischargers must ensure that any discharges entering reservation waters comply with tribal standards. Although the Company owns no marshes within the exterior boundaries of the Lac du Flambeau reservation and thus is not subject to direct tribal regulation, one of its marshes is located near the reservation and thus its operations could be impacted adversely by future tribal water quality standards. Any proposed water quality standards developed by the Lac du Flambeau under the Clean Water Act will require EPA approval. No such standards have been adopted or approved as of the date of this Prospectus, and the Company cannot predict the timing, content, or impact of any potential future standards. It is possible that the Company could be required to incur significantly increased costs in ensuring that its operation located near the reservation does not violate applicable tribal water quality standards. Concentration of Ownership; Anti-takeover Considerations As of July 10, 1996, the current directors and executive officers of the Company in the aggregate controlled 20.7% of the combined voting power of the Class A and Class B Common Stock, including all of the outstanding shares of Class B Common Stock. The shares of Class B Common Stock are entitled to three votes per share on all matters submitted to a vote of shareholders and the shares of Class A Common Stock are entitled to one vote per share on all such matters. As of July 10, 1996, John Swendrowski, the President and Chief Executive Officer of the Company, controlled 15.6% of the combined voting power of the Class A and Class B Common Stock. See "Description of Capital Stock". The voting power of the Company's Class A and Class B Common Stock controlled by the Company's directors and officers in the aggregate, along with the existence of the Class B Common Stock, the voting trust and the shareholders agreement, as well as the Board of Directors' ability to issue, without shareholder approval, Preferred Stock upon such terms and conditions as it may determine and additional Class A Common Stock, could preclude, or make it more difficult to effect, an acquisition of the Company which is not on terms acceptable to the Company's Board of Directors and management. Additionally, the foregoing could also have the effect of enhancing the ability of the Board of Directors and management to maintain their positions with the Company. See "Description of Capital Stock." As described under "Description of Capital Stock -- Certain Statutory Provisions," the Wisconsin Business Corporation Law contains several statutory provisions which could also have the effect of discouraging non-negotiated takeover proposals for the Company or impeding a business combination between the Company and a major shareholder of the Company. Such provisions include (i) limiting the voting power of certain shares of certain public corporations which are held by a person in excess of 20% of the corporations' voting power to 10% of the full voting power of such excess shares; (ii) requiring a super-majority vote of shareholders, in addition to any vote otherwise required, to approve certain business combinations not meeting certain adequacy of price standards; and (iii) prohibiting certain business combinations between a corporation and a major shareholder for a period of three years, unless such acquisition has been approved by the corporation's board of directors prior to the time such major shareholder became a 10% beneficial owner of shares or under certain other circumstances. Possible Stock Price Volatility The Company believes that factors such as regulatory changes allowing the further commercial development of wetland acreage, significant changes in the relative supply and demand for cranberries, the Company's fall harvest results, the Company's limited experience in the processed consumer cranberry products market, significant quarterly fluctuations in the Company's financial results and sales of a significant number of shares of Class A Common Stock into the market by existing shareholders or the Company, together with general stock market or economic conditions, could adversely affect or cause significant volatility in the market price of the Class A Common Stock. PRICE RANGE OF CLASS A COMMON STOCK AND DIVIDENDS The Company's Class A Common Stock is traded on the Nasdaq National Market under the symbol "CBRYA". The following table sets forth, for the periods indicated, the high and low last sale price of the Class A Common Stock and the cash dividends declared thereon. See the cover page of this Prospectus for the last sale price of the Class A Common Stock on the date prior to the date of this Prospectus. On June 26, 1996, the Company's Board of Directors declared a two-for-one stock split to be effected in the form of a 100% stock dividend to be distributed on September 3, 1996 to shareholders of record at the close of business on August 15, 1996. On the date of such distribution, the number of shares of Class A Common Stock covered by this Prospectus will increase from 500,000 to 1,000,000. Cash High Low Dividends Fiscal 1996 November 30, 1995 . . . . . . . . . . . $20 $14-1/2 $0.07 February 28, 1996 . . . . . . . . . . . $22 $17 $0.07 May 31, 1996 . . . . . . . . . . . . . $29-1/4 $19-3/4 $0.07 August 31, 1996 (through July 19, 1996) $31 $26-3/4 (1) ______________________________ (1) On June 26, 1996, the Company's Board of Directors announced an increase in the quarterly cash dividend to $.08 per share, first payable on August 15, 1996 to shareholders of record as of the close of business on August 15, 1996. The Company's Articles of Incorporation provide that the Company must pay cash dividends on its outstanding Class A Common Stock at least equal to 110% of any cash dividends declared on its Class B Common Stock. See "Description of Capital Stock". DESCRIPTION OF CAPITAL STOCK Relative Rights and Limitations The Company's authorized capital stock currently consists of 20,000,000 shares of Class A Common Stock, $.01 par value, 2,000,000 shares of Class B Common Stock, $.01 par value, and 5,000,000 shares of Preferred Stock, $.01 par value. A total of 6,367,143 shares of Class A Common Stock and 318,101 shares of Class B Common Stock were outstanding at July 10, 1996. None of the Preferred Stock has been issued. The outstanding shares of Class A and Class B Common Stock are, and the shares of Class A Common Stock to be issued and sold by the Company in this offering will be, fully paid and nonassessable, except as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law ("WBCL"), which in general provides for personal liability on the part of shareholders in an amount up to the par value of shares owned for the unpaid wages of employees, but not exceeding six months' service in any one case. A Wisconsin trial court decision interpreted this statute to extend liability up to the original issue price, rather than the stated par value, of shares purchased. While this decision was affirmed by the Wisconsin Supreme Court, the precedential value of such affirmation is uncertain due to an equally divided court. Harris Trust and Savings Bank, Chicago, Illinois, is the transfer agent for the Class A Common Stock. As of July 1, 1996 there were 688 holders of record of Class A Common Stock and approximately 3,817 beneficial owners of Class A shares, including shares held by brokers and nominees. The principal relative rights, privileges and limitations of the Company's shares of Class A and Class B Common Stock and Preferred Stock are summarized below. The following description of the Company's classes of capital stock does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Company's Articles of Incorporation, as amended. Class A and Class B Common Stock The following discussion of the characteristics of the shares of Class A and Class B Common Stock is qualified in its entirety by reference to the description below of the Company's authorized but unissued Preferred Stock, which could be issued with certain preferential rights over the shares of Class A and Class B Common Stock. The Class A shares are entitled to one vote per share and the Class B shares are entitled to three votes per share on all matters presented to the Company's shareholders. The holders of the Class A and Class B Common Stock will vote together as a single class on all such matters presented to shareholders, except that the Class A and Class B Common Stock will also each vote separately as a class when required by the WBCL. See "Certain Statutory Provisions" below. A total of 161,231 of the Class B shares owned beneficially by Messrs. Swendrowski and Miles, respectively, are subject to the terms of the Voting Trust which provides Mr. Swendrowski with discretionary power to vote such shares. Holders of shares of Class A Common Stock are entitled to receive cash dividends equal to at least 110% of any cash dividends paid on the shares of Class B Common Stock. Holders of Class B shares are entitled to receive cash dividends when and as declared by the Board of Directors from funds legally available therefor under the WBCL. Cash dividends may be paid on the Class A shares without a concurrent cash dividend being paid on the Class B shares. Pursuant to the Company's Articles of Incorporation, the Board of Directors must pay a dividend or distribution other than in cash on the Class A shares in the same amount as any such noncash dividend or distribution paid on the Class B shares. Each class of Common Stock is entitled to receive shares of the same respective class issued pursuant to stock dividends, stock splits and combinations in the same per share proportion as that distributed on the other class of Common Stock. The shares of Class A Common Stock have no conversion privileges. The shares of Class B Common Stock are convertible at the option of the holder thereof, at any time, into shares of Class A Common Stock on a share-for-share basis. Additionally, the outstanding shares of Class B Common Stock will be automatically converted into Class A shares on a share-for-share basis if, at any time, the outstanding shares of Class B shares fall below 2% of the outstanding Class A shares. Upon liquidation, dissolution or winding up of the Company, after payment of all liabilities due creditors of the Company, the holders of the shares of Class A Common Stock are entitled to receive $1.00 per share (subject to equitable adjustment in the event of stock splits and other similar events) before any payment or distribution may be made to holders of the shares of Class B Common Stock. Thereafter, holders of the shares of Class B Common Stock are entitled to receive $1.00 per share (subject to similar adjustment) before any further payment or distribution is made to the holders of the Class A Common Stock. Thereafter, holders of the Class A shares and Class B shares share on a pro rata basis in all payments or distributions made upon liquidation, dissolution or winding up of the Company. There are no restrictions contained in the Articles of Incorporation on additional issuances of shares of Class A Common Stock by the Company. However, the Company may not issue any additional shares of shares of Class B Common Stock (other than pursuant to stock dividends and stock splits as described above) without the approval of a majority of the votes represented by the outstanding shares of Class A and Class B Common Stock voting together as a single class. The holders of Class A and Class B Common Stock have no redemption privileges or preemptive rights. All of the outstanding shares of Class A and Class B Common Stock are, and the shares of Class A Common Stock offered by the Company hereby when issued and paid for will be, validly issued, fully paid and nonassessable, except as provided in Section 180.0622(2)(b) of the WBCL. Preferred Stock There are 5,000,000 shares of Preferred Stock authorized by the Company's Articles of Incorporation, none of which have been issued. The Company's Board of Directors is authorized to issue from time to time, without shareholder authorization, in one or more designated series, Preferred Stock with such redemption, exchange, conversion, dividend, liquidation and voting rights as may be specified in the particular series. Dividends on any series of Preferred Stock are to be cumulative from the date of issuance, payable at such rate and at such times as designated by the Board of Directors for that series. No dividends or other distributions are to be payable on the shares of Class A and Class B Common Stock unless dividends are paid in full on the Preferred Stock and all sinking fund obligations for the Preferred Stock, if any, are fully funded. In the event of a liquidation or dissolution of the Company, the issued shares of Preferred Stock would have priority over the shares of Class A and Class B Common Stock to receive the amount specified in each particular series out of the remaining assets of the Company. Additionally, the Board of Directors has authority, to the maximum extent permitted by the WBCL, to fix and determine the relative rights and preferences of each series of Preferred Stock. The issuance of one or more series of Preferred Stock could have an adverse effect on certain rights, including voting rights, of the holders of shares of Class A and Class B Common Stock. The Company has no current plans or intention to issue shares of Preferred Stock. Certain Statutory Provisions Under the WBCL, a separate class vote would generally be required to approve an amendment to the Company's Articles of Incorporation (including an amendment made as part of a proposed merger or other reorganization) if the amendment would change in a manner prejudicial to the outstanding holders of a class, the designations, preferences, limitations or other rights of the shares of the class, and in certain other circumstances. Section 180.1150 of the WBCL provides that, unless otherwise provided in a corporation's articles of incorporation, the voting power of shares of an "issuing public corporation" (which is defined as a Wisconsin corporation having more than 500 shareholders of record, at least 100 of whom are residents of the State of Wisconsin), which are held by any person in excess of 20% of the voting power of the issuing public corporation's shares, shall be limited to 10% of the full voting power of such excess shares. This statutory voting restriction is not applicable to shares acquired (i) directly from the Company; (ii) pursuant to an agreement entered into prior to the time that the Company was an issuing public corporation; (iii) in a transaction incident to which shareholders of the Company vote to restore the full voting power of such shares; and (iv) under certain other circumstances. The Company's Articles of Incorporation provide that the shares of Class B Common Stock will not be subject to the voting restrictions of Section 180.1150. Except as may otherwise be provided by law, the requisite affirmative vote of shareholders to approve certain significant corporate actions, including a merger or share exchange with another corporation, sale of all or substantially all of the corporate property and assets, or voluntary liquidation of the Company, is a majority of all the votes entitled to be cast on the transaction by each voting group of outstanding shares entitled to vote thereon. Sections 180.1130 through 180.1134 of the WBCL provide generally that, in addition to the vote otherwise required by the WBCL or the articles of incorporation of an "issuing public corporation," certain business combinations not meeting certain adequacy-of-price standards specified in the statute must be approved by (i) the holders of at least 80% of the votes entitled to be cast and (ii) two-thirds of the votes entitled to be cast by the corporation's outstanding voting shares owned by persons other than a "significant shareholder" who is a party to the transaction or an affiliate or associate thereof. Section 180.1130 defines "business combination" to include, subject to certain exceptions, a merger or share exchange of the issuing public corporation (or any subsidiary thereof) with, or the sale or other disposition of substantially all assets of the issuing public corporation to, any significant shareholder or affiliate thereof. "Significant shareholder" is defined generally to mean a person that is the beneficial owner of 10% or more of the voting power of the outstanding voting shares of the issuing public corporation. Sections 180.1140 through 180.1145 of the WBCL prohibit certain "business combinations" between a "resident domestic corporation," such as the Company, and a person beneficially owning 10% or more of the outstanding voting stock of such corporation (an "interested shareholder") within three years after the date such person became a 10% beneficial owner, unless the business combination or the acquisition of such stock has been approved before the stock acquisition date by the corporation's board of directors. After such three-year period, a business combination with the interested shareholder may be consummated only with the approval of the holders of a majority of the voting stock not beneficially owned by the interested shareholder, unless the combination satisfies certain adequacy-of-price standards intended to provide a fair price for shares held by non-interested shareholders. The above sections of the WBCL, along with the certain exceptions therefrom contained in the Company's Articles of Incorporation and the ability to issue additional shares of Class A Common Stock or Preferred Stock without further shareholder approval (subject to any requirements necessary to maintain the quotation of the Class A shares on NASDAQ) could have the effect, among others, of discouraging takeover proposals for the Company or impeding a business combination between the Company and a major shareholder of the Company. OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS This Prospectus, as appropriately amended or supplemented, may be used from time to time by persons who have received shares of Class A Common Stock covered by the Registration Statement in acquisitions of businesses or properties by the Company, or their transferees, and who wish to offer and sell such shares (such persons are herein referred to as the "Selling Stockholder" or "Selling Stockholders") in transactions in which they and any broker-dealer through whom such shares are sold may be deemed to be underwriters within the meaning of the Act. The Company will receive none of the proceeds from any such sales. Any commissions paid or concessions allowed to any broker-dealer, and, if any broker-dealer purchases such shares as principal, any profits received on the resale of such shares, may be deemed to be underwriting discounts and commissions under the Act. Printing, certain legal, filing and other similar expenses of this offering will be paid by the Company. Selling Stockholders will bear all other expenses of this offering, including any brokerage fees, underwriting discounts or commissions. There presently are no arrangements or understandings, formal or informal, pertaining to the distribution of the shares as described herein. Upon the Company's being notified by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution, a supplemental Prospectus will be filed, pursuant to Rule 424(b) under the Act, setting forth (i) the name of each Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out in this Prospectus, and (vi) other facts material to the transaction. Selling Stockholders may sell the shares being offered hereby from time to time in transactions (which may involve crosses and block transactions) on NASDAQ or such other securities exchange on which the Company's Class A Common Stock may be listed, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices. Selling Stockholders may sell some or all of the shares in transactions involving broker-dealers, who may act solely as agent and/or may acquire shares as principal. Broker-dealers participating in such transactions as agent may receive commissions from Selling Stockholders (and, if they act as agent for the purchaser of such shares, from such purchaser). Participating broker-dealers may agree with Selling Stockholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker-dealer is unable to do so acting as agent for Selling Stockholders, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer's commitment to Selling Stockholders. In addition or alternatively, Shares may be sold by Selling Stockholders and/or by or through other broker-dealers in special offerings, exchange distributions or secondary distributions pursuant to and in compliance with the governing rules of NASDAQ or such other securities exchange on which the Company's Class A Common Stock may be listed, and in connection therewith, commissions in excess of the customary commission prescribed by the rules of such securities exchange may be paid to participating broker-dealers, or, in the case of certain secondary distributions, a discount or concession from the offering price may be allowed to participating broker-dealers in excess of such customary commission. Broker-dealers who acquire shares as principal thereafter may resell such shares from time to time in transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described in the preceding two sentences) on NASDAQ or such other securities exchange on which the Company's Class A Common Stock may be listed, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and, in connection with such resales, may pay to or receive commissions from the purchasers of such shares. Each Selling Stockholder may indemnify any broker-dealer that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Act. VALIDITY OF SECURITIES The legality of the Class A Common Stock issuable hereunder will be passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin. Jeffrey J. Jones, a director of the Company and a partner of Foley & Lardner, beneficially owns 9,303 shares of Class A Common Stock and options to acquire 2,073 additional shares. EXPERTS The financial statements incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended March 31, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission ("Commission"). Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional Offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois, 60661-2511; and Seven World Trade Center, Suite 1300, New York, New York, 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street N.W. Plaza, Washington, D.C. 20549. Such reports and proxy statements can also be inspected at the offices of the Nasdaq National Market, NASDAQ Reports Section, 1735 K Street, N.W., Washington, D.C. 20006-1506. In addition, the Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of such Web site is http://www.sec.gov. The Company has filed with the Commission a Registration Statement on Form S-4 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Class A Common Stock offered hereby. This Prospectus, which constitutes a part of the Registration Statement, does not contain all the information set forth in the Registration Statement and reference is hereby made to the Registration Statement and the exhibits thereto for further information with respect to the Company and the Class A Common Stock. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated herein by reference: 1. Annual Report on Form 10-K for the year ended March 31, 1995. 2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1995. 3. Transition Report on Form 10-Q for the transition period from April 1, 1995 to August 31, 1995. 4. Quarterly Reports on Form 10-Q and 10-Q/A for the quarter ended November 30, 1995. 5. Quarterly Reports on Form 10-Q for the quarters ended February 29, 1996 and May 31, 1996. 6. Current Report on Form 8-K, dated June 21, 1995. 7. The description of the Company's Class A Common Stock contained in its Registration Statement on Form S-1 (No. 33-15383), as incorporated by reference into the Company's Registration Statement on Form 8-A (Exchange Act File No. 0-16130), dated August 13, 1987, and any amendments or reports filed for the purpose of updating such description. 8. All other reports filed by the Company with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Class A Common Stock offered hereby shall be deemed to be incorporated herein by reference. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the Prospectus Supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will furnish without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon the request of such person, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Northland Cranberries, Inc., 800 First Avenue South, Wisconsin Rapids, Wisconsin 54494, Attention: Investor and Public Relation Manager, telephone number (715) 424-4444. No person has been authorized to give information or make any representation not contained or incorporated by reference in this Prospectus in connection with the offer made hereby. If given or made, such information or representation must not be relied upon as having been authorized by the Company, any Selling 500,000 SHARES Shareholders, or any underwriter, agent or dealer. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. [LOGO] TABLE OF CONTENTS THE COMPANY . . . . . . . . . . . . . . . . . . 2 RISK FACTORS . . . . . . . . . . . . . . . . . 3 PRICE RANGE OF CLASS A COMMON STOCK AND DIVIDENDS . . . . . . . . . . . . . . 10 CLASS A COMMON STOCK DESCRIPTION OF CAPITAL STOCK . . . . . . . . . 10 OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS . . . . . . . . . . . . . . . . 14 VALIDITY OF SECURITIES . . . . . . . . . . . . 15 EXPERTS . . . . . . . . . . . . . . . . . . . . 15 AVAILABLE INFORMATION . . . . . . . . . . . . . 16 PROSPECTUS INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . 17 __________, 1996 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. Pursuant to Sections 180.0850 to 180.0858 of the Wisconsin Business Corporation Law, directors and officers of the Company are entitled to mandatory indemnification from the Company against certain liabilities and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding and (ii) in proceedings in which the director or officer is not successful in defense thereof, unless (in the latter case only) it is determined that the director or officer breached or failed to perform his or her duties to the Company and such breach or failure constituted: (a) a willful failure to deal fairly with the Company or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of the criminal law unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. Section 180.0859 of the Wisconsin Business Corporation Law specifically states that it is the public policy of Wisconsin to require or permit indemnification in connection with a proceeding involving securities regulation, as described therein, to the extent required or permitted under Sections 180.0850 to 180.0858 as described above. Additionally, under Section 180.0828 of the Wisconsin Business Corporation Law, directors of the Company are not subject to personal liability to the Company, its shareholders or any person asserting rights on behalf thereof for certain breaches or failures to perform any duty resulting solely from their status as directors, except in circumstances paralleling those in subparagraphs (a) through (d) outlined above. The Company's By-laws require indemnification of the Company's directors and officers to the fullest extent permitted by the Wisconsin Business Corporation Law. The indemnification rights provided as set forth above are not exclusive to any other rights to which a director or an officer of the Company may be entitled. The Company also maintains an insurance policy which provides indemnification for officers and directors against certain liabilities. The general effect of the foregoing provisions may be to reduce the circumstances under which an officer or director may be required to bear the economic burden of the foregoing liabilities and expenses. Item 21. Exhibits and Financial Statement Schedules Exhibits. The exhibits filed herewith or incorporated by reference are set forth in the attached Exhibit Index. Financial Statement Schedules. None Item 22. Undertakings. (A) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed by the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (B) The undersigned registration hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement for the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (C) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (D) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (E) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective, except where the transaction in which the securities being offered pursuant to this registration statement would be exempt from registration (but for the possibility of integration) and which have an immaterial effect on the registrant. (F) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (G) That every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on July 22, 1996. NORTHLAND CRANBERRIES, INC. By: /s/John Swendrowski John Swendrowski President and Chief Executive Officer POWERS OF ATTORNEY Each person whose signature appears below constitutes and appoints John Swendrowski and Jeffrey J. Jones, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below as of July 22, 1996 by the following persons in the capacities indicated. /s/John Swendrowski /s/John A. Pazurek /s/LeRoy J. Miles John Swendrowski John A. Pazurek LeRoy J. Miles President, Chief Executive Vice President - Director Officer and Director Finance and Treasurer (Principal Executive (Principal Accounting Officer and Principal Officer) Financial Officer) /s/Patrick F. Brennan /s/Robert E. Hawk /s/Jeffrey J. Jones Patrick F. Brennan Robert E. Hawk Jeffrey J. Jones Director Director Director /s/Jerold D. Kaminski /s/John C. Seramur Jerold D. Kaminski John C. Seramur Director Director EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 3.1 Articles of Incorporation, as amended. 3.2 By-Laws of the Company, as amended and restated. 4.2 Credit Agreement, dated August 31, 1994, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.2 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.3 Security Agreement Re: Equipment, dated August 31, 1994, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.3 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.4 Security Agreement Re: Crops, dated August 31, 1994, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.4 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.5 Mortgage and Security Agreement with Assignment of Rents, dated August 31, 1994, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.5 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.6 Mortgage and Security Agreement with Assignment of Rents, dated August 31, 1994, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.6 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.7 Secured Promissory Note, dated as of June 14, 1989, issued by the Company to The Equitable Life Assurance Society of the United States. [Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated July 7, 1989.] 4.8 Mortgage and Security Agreement, dated as of June 14, 1989, from the Company to The Equitable Life Assurance Society of the United States. [Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K dated July 7, 1989.] 4.9 Mortgage and Security Agreement dated July 9, 1993, between the Company and The Equitable Life Assurance Society of the United States. [Incorporated by reference to Exhibit 4.8 to the Company's Form 10-Q dated November 12, 1993.] 4.10 Modification Agreement, dated as of July 9, 1993, between the Company and The Equitable Life Assurance Society of the United States. [Incorporated by reference to Exhibit 4.9 to the Company's Form 10-Q dated November 12, 1993.] 4.11 First Amendment to Credit Agreement, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.11 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.12 Revolving Credit Note, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.12 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.13 Term Credit Note One, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.13 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.14 Term Credit Note Two, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.14 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.15 Term Credit Note Three, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.15 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.16 Acquisition Credit Note, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.16 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.17 First Supplement to Security Agreement re: Crops, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.17 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.18 First Supplement to Security Agreement re: Equipment, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.18 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.19 Mortgage and Security Agreement with Assignment of Rents, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.19 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.20 Mortgage and Security Agreement with Assignment of Rents, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.20 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.21 First Supplement to Mortgage and Security Agreement with Assignment of Rents, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.21 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.22 First Supplement to Mortgage and Security Agreement with Assignment of Rents, dated June 6, 1995, between the Company and Harris Trust & Savings Bank. [Incorporated by reference to Exhibit 4.22 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.23 Secured Promissory Note dated July 9, 1993 between the Company and The Equitable Life Assurance Society of the United States. [Incorporated by reference to Exhibit 4.23 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 4.24 Stock Pledge dated July 9, 1993 between the Company and The Equitable Life Assurance Society of the United States. [Incorporated by reference to Exhibit 4.24 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 5.0 Opinion of Foley & Lardner regarding validity of shares. 9.1 Voting Trust Agreement, dated as of June 19, 1987, among John Swendrowski, LeRoy J. Miles, Lawrence R. Kem, Susan Swendrowski, Bette Miles, Barbara Kem, Cranberries Limited, Inc. and Kem Cranberries, Inc. [Incorporated by reference to Exhibit 9.1 to the Company's Form S-1 Registration Statement (Reg. No. 33-15383).] 9.2 Amendment to Voting Trust Agreement, dated October 30, 1992. [Incorporated by reference to Exhibit 9.4 to the Company's Form 10-K for the fiscal year ended March 31, 1993.] 9.3 Swendrowski Voting Trust Termination Letter dated January 18, 1995. [Incorporated by reference to Exhibit 9.3 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 9.4 Lawton Voting Trust Termination Letter dated April 10, 1995. [Incorporated by reference to Exhibit 9.4 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 9.5 Hawk Voting Trust Termination Letter dated March 4, 1994. [Incorporated by reference to Exhibit 9.5 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 10.1 1987 Stock Option Plan, dated June 2, 1987, as amended. [Incorporated by reference to Exhibit 10.5 to the Company's Form 10-K for the fiscal year ended December 31, 1987.] 10.2 Forms of Stock Option Agreement, as amended, under 1987 Stock Option Plan. [Incorporated by reference to Exhibit 10.6 to the Company's Form 10-K for the fiscal year ended December 31, 1987.] 10.3 1989 Stock Option Plan, as amended. [Incorporated by reference to Exhibit 4.4 to the Company's Form S-8 Registration Statement (Reg. No. 33-32525).] 10.4 Forms of Stock Option Agreements under the 1989 Stock Option Plan, as amended. [Incorporated by reference to Exhibits 4.5-4.8 to the Company's Form S-8 Registration Statement (Reg. No. 33-32525).] 10.5 Lease Agreement dated September 5, 1991 between The Equitable Life Assurance Society of the United States and the Company. [Incorporated by reference to Exhibit 10.13 to the Company's Form 10-K for the fiscal year ended March 31, 1992.] 10.6 Agreement dated September 5, 1991 between the Company and Cranberry Hills Partnership. [Incorporated by reference to Exhibit 10.14 to the Company's Form 10-K for the fiscal year ended March 31, 1992.] 10.7 Lease dated March 31, 1994 between Nantucket Conservation Foundation, Inc. and the Company. [Incorporated by reference to Exhibit 10.11 to the Company's Form 10-K for the fiscal year ended March 31, 1994.] 10.8 Key Executive Employment and Severance Agreement dated as of May 8, 1992 between the Company and John Swendrowski. [Incorporated by reference to Exhibit 10.25 to the Company's Form 10-K for the fiscal year ended March 31, 1992.] 10.9 Northland Cranberries, Inc. 1992 Executive Incentive Bonus Plan, as amended and restated. [Incorporated by reference to Exhibit 10.13 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 10.10 Agreement dated June 15, 1992 between the Company and Board na Mona. [Incorporated by reference to Exhibit 10.27 to the Company's Form 10-K for the fiscal year ended March 31, 1992.] 10.11 Lease dated September 13, 1993 between the Company and United Cape Cod Cranberry Limited Partnership, including the form of Purchase and Sale Agreement attached as Exhibit D thereto. [Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K dated September 27, 1993.] 10.12 Northland Cranberries, Inc. proposed 1995 Stock Option Plan. [Incorporated by reference to Exhibit 10.16 to the Company's Form 10-K for the fiscal year ended March 31, 1995.] 21 Subsidiary of the Company. [Incorporated by reference to Exhibit 22 to the Company's Form 10-K for the fiscal year ended March 31, 1992.] 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Foley & Lardner (contained in Exhibit 5.0). 24 Powers of Attorney (included on signature page to this Registration Statement). EX-3.1 2 NORTHLAND CRANBERRIES, INC. ARTICLES OF INCORPORATION EXHIBIT 3.1 ARTICLES OF INCORPORATION OF NORTHLAND CRANBERRIES, INC. The undersigned, a natural person of the age of eighteen or more, acting as sole incorporator for the purpose of forming a Wisconsin corporation under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, adopts the following Articles of Incorporation for the corporation named herein: Article 1 The name of the corporation (hereinafter referred to as the "Corporation") is NORTHLAND CRANBERRIES, INC. Article 2 The period of existence of the Corporation shall be perpetual. Article 3 The purpose or purposes for which the Corporation is organized is to carry on and engage in any lawful activity within the purposes for which corporations may be organized under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes. Article 4 The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Twelve Million (12,000,000) shares, consisting of Ten Million (10,000,000) shares of a class designated as "Class A Common Stock," with a par value of one cent ($.01) per share, and Two Million (2,000,000) shares of a class designated as "Class B Common Stock," with a par value of one cent ($.01) per share. Any and all of such shares of Class A Common Stock and Class B Common Stock may be issued for such consideration, not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. Any and all of such shares so issued, the full consideration for which has been paid or delivered, shall be deemed fully paid capital stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments except as otherwise provided by Section 180.40(6) of the Wisconsin Business Corporation Law or any successor provision thereto, if any. The relative powers, preferences, limitations and rights of the Class A Common Stock and the Class B Common Stock shall be as follows: (1) Voting Rights and Powers. (a) With respect to all matters upon which shareholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding shares of Class A Common Stock and the holders of the outstanding shares of Class B Common Stock shall vote together as a single class, and every holder of any outstanding shares of Class A Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of Class A Common Stock standing in his name on the stock transfer records of the Corporation, and every holder of any outstanding shares of Class B Common Stock shall be entitled to cast thereon three (3) votes in person or by proxy for each share of Class B Common Stock standing in his name on the stock transfer records of the Corporation; provided that, with respect to any proposed corporate action which would require a separate class vote under the Wisconsin Business Corporation Law, the approval of a majority of the votes entitled to be cast by the holders of the class affected by the proposed action, voting separately as a class, shall be obtained in addition to the approval of a majority of the votes entitled to be cast by the holders of the Class A Common Stock and the Class B Common Stock voting together as a single class as hereinbefore provided. (b) The voting power limitations and/or restrictions of Section 180.25(9) of the Wisconsin Business Corporation Law, or any successor provision thereto, shall not apply to any shares of Class B Common Stock transferred to a Permitted Transferee (as hereinafter defined in this Article 4). (2) Dividends and Distributions. (a) As and when cash dividends may be declared from time to time by the Board of Directors out of funds legally available therefor, the cash dividend payable with respect to each share of the Class A Common Stock shall in all cases be in an amount equal to at least one hundred ten percent (110%) of the amount of the cash dividend payable with respect to each share of the Class B Common Stock. Cash dividends may be declared and payable with respect to the Class A Common Stock without a concurrent cash dividend declared and payable with respect to the Class B Common Stock. Distributions declared by the Board of Directors to be in connection with the partial or complete liquidation of the Corporation or any of its subsidiaries shall not be considered to be cash dividends for the purposes of this Paragraph (2). (b) Each share of Class A Common Stock and Class B Common Stock shall be equal in respect to rights to dividends (other than those payable in cash) and distributions (except distributions declared by the Board of Directors to be in connection with the liquidation, dissolution or winding up of the Corporation) when and as declared, in the form of stock or other property of the Corporation, except that in the case of dividends or other distributions payable in stock of the Corporation, including distributions pursuant to stock split-ups or divisions, which occur after the initial issuance of shares of the Class B Common Stock by the Corporation, only shares of Class A Common Stock shall be distributed with respect to the Class A Common Stock and only shares of Class B Common Stock shall be distributed with respect to the Class B Common Stock. (c) In case of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Class A Common Stock shall be entitled to receive out of the assets of the Corporation in money or money's worth the sum of One Dollar ($1.00) per share (the "Class A Payment"), subject to equitable adjustment in the event of any subdivisions, combinations, stock splits or stock dividends involving shares of the Class A Common Stock, before any of such assets shall be paid or distributed to holders of Class B Common Stock. If the assets of the Corporation shall be insufficient to pay the entire Class A Payment to the holders of the then outstanding Class A Common Stock, then the holders of the Class A Common Stock shall share ratably in such assets in proportion to the amounts which would be payable with respect to Class A Common Stock as if the Class A Payment was paid in full. After payment in full of the Class A Payment, the holders of Class B Common Stock shall be entitled to receive out of the remaining assets of the Corporation in money or money's worth the sum of One Dollar ($1.00) per share (the "Class B Payment"), subject to equitable adjustment in the event of any subdivisions, combinations, stock splits or stock dividends involving shares of the Class B Common Stock, before any of such remaining assets shall be paid or distributed to holders of the Class A Common Stock. If the remaining assets of the Corporation shall be insufficient to pay the entire Class B Payment to the holders of the then outstanding Class B Common Stock, then the holders of the Class B Common Stock shall share ratably in such assets in proportion to the amounts which would be payable with respect to Class B Common Stock as if the Class B Payment was paid in full. After payment in full of the Class A Payment and the Class B Payment, any further payments on the liquidation, dissolution or winding up of the business of the Corporation shall be made on an equal basis as to all of the shares of capital stock then outstanding. (3) Restrictions on Transfer of the Class B Common Stock. (a) No beneficial owner (as hereinafter defined) of shares of Class B Common Stock (hereinafter referred to as a "Class B Shareholder") may transfer, and the Corporation shall not register the transfer of, shares of Class B Common Stock, whether by sale, assignment, gift, bequest, appointment or otherwise, except to a Permitted Transferee of such Class B Shareholder. A "Permitted Transferee" shall be defined as (i) the Class B Shareholder; (ii) the spouse of the Class B Shareholder; (iii) any parent and any lineal descendant (including any adopted child) of any parent of the Class B Shareholder or of the Class B Shareholder's spouse; (iv) any trustee, guardian or custodian for, or any executor, administrator or other legal representative of the estate of, any of the foregoing Permitted Transferees; (v) the trustee of a trust (including a voting trust) principally for the benefit of such Class B Shareholder and/or any of his or her Permitted Transferees; and (vi) any corporation, partnership or other entity if a majority of the beneficial ownership thereof is held by the Class B Shareholder and/or any of his or her Permitted Transferees. For the purpose of this Paragraph (3) the term "beneficial owner(s)" of any shares of Class B Common Stock shall mean a person or persons who, or entity or entities which, have or share the power, either singly or jointly, to direct the voting or disposition of such shares. (b) Notwithstanding anything to the contrary set forth herein, any Class B Shareholder may pledge his shares of Class B Common Stock to a pledgee pursuant to a bona fide pledge of such shares as collateral security for indebtedness due to the pledgee, provided that such shares shall not be transferred to or registered in the name of the pledgee and shall remain subject to the provisions of this Paragraph (3). In the event of foreclosure or other similar action by the pledgee, such pledged shares of Class B Common Stock may only be transferred to a Permitted Transferee of the pledgor or converted into shares of Class A Common Stock, as the pledgee may elect. (c) Any purported transfer of shares of Class B Common Stock not permitted hereunder shall be void and of no effect. The purported transferee shall have no rights as a shareholder of the Corporation and no other rights against, or with respect to, the Corporation, except the right to receive shares of Class A Common Stock upon the conversion of his shares of Class B Common Stock into shares of Class A Common Stock. The Corporation may, as a condition to the transfer or the registration of a transfer of shares of Class B Common Stock to a purported Permitted Transferee, require the furnishing of such affidavits or other proof as it deems necessary to establish that such transferee is a Permitted Transferee. (d) The Corporation shall note on the certificates for shares of Class B Common Stock the restrictions on transfer and registration of transfer imposed by this Paragraph (3). (e) Shares of Class B Common Stock shall be registered in the name(s) of the beneficial owner(s) thereof and not in "street" or nominee name. (4) Conversion of the Class B Common Stock. (a) Each share of Class B Common Stock may at any time or from time to time, at the option of the respective holder thereof, be converted into one fully paid and nonassessable (except to the extent of any statutory liability imposed by Section 180.40(6) of the Wisconsin Business Corporation Law) share of Class A Common Stock. Such conversion right shall be exercised by the surrender of the certificate representing such share of Class B Common Stock to be converted to the Corporation at any time during normal business hours at the principal executive offices of the Corporation in Wisconsin Rapids, Wisconsin (to the attention of the Secretary of the Corporation), or if an agent for the registration or transfer of shares of Class B Common Stock is then duly appointed and acting (said agent being referred to in this Article 4 as the "Transfer Agent") then at the office of the Transfer Agent, accompanied by a written notice of the election by the holder thereof to convert and (if so required by the Corporation or the Transfer Agent) by instruments of transfer, in form satisfactory to the Corporation and to the Transfer Agent, if any, duly executed by such holder or his duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Paragraph (4)(e), below. (b) As promptly as practicable after the surrender for conversion of a certificate representing shares of Class B Common Stock in the manner provided in Paragraph (4)(a), above, and the payment in cash of any amount required by the provisions of Paragraphs (4)(a) and (4)(e), the Corporation will deliver, or will cause to be delivered at the office of the Transfer Agent to, or upon the written order of, the holder of such certificate, a certificate or certificates representing the number of full shares of Class A Common Stock issuable upon such conversion, issued in such name or names as such holder may direct. The Corporation shall not, however, upon any such conversion, issue any fractional share of Class A Common Stock, and any shareholder who would otherwise be entitled to receive such fractional share if issued shall receive in lieu thereof a full share of Class A Common Stock. Any such conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the certificate representing shares of Class B Common Stock, and all rights of the holder of such shares as such holder shall cease at such time and the person or persons in whose name or names the certificate or certificates representing the shares of Class A Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock at such time; provided, however, that any such surrender and payment on any date when the stock transfer records of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificate or certificates representing shares of Class A Common Stock are to be issued as the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which such stock transfer records are open. (c) No adjustments in respect of dividends shall be made upon the conversion of any share of Class B Common Stock; provided, however, that if a share shall be converted subsequent to the record date for the payment of a dividend or other distribution on shares of Class B Common Stock but prior to such payment, the registered holder of such share at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such share on the date set for payment of such dividend or other distribution notwithstanding the conversion thereof or the Corporation's default in payment of the dividend or distribution due on such date. (d) The Corporation will at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock as shall be issuable upon the conversion of all of such outstanding shares; provided, however, that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class B Common Stock by delivery of purchased shares of Class A Common Stock which are held in the treasury of the Corporation. If any shares of Class A Common Stock required to be reserved for purposes of conversion hereunder require registration with, or approval of, any governmental authority under any Federal or state law before such shares of Class A Common Stock may be issued upon conversion, the Corporation will use its best efforts to cause such shares to be duly registered or approved, as the case may be. (e) The issuance of certificates for shares of Class A Common Stock upon conversion of shares of Class B Common Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of the share or shares of Class B Common Stock converted, the person or persons requesting the issuance thereof shall pay to the Corporation the full amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid. (f) When the number of outstanding shares of Class B Common Stock falls below two percent (2%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding (or such higher number as results from adjustments for stock splits, stock dividends or other events), the outstanding shares of Class B Common Stock shall be deemed without further act on anyone's part to be immediately and automatically converted into shares of Class A Common Stock, and stock certificates formerly representing outstanding shares of Class B Common Stock shall thereupon and thereafter be deemed to represent a like number of full shares of Class A Common Stock. In the event that any shareholder would otherwise be entitled to receive a fractional share of Class A Common Stock upon any such conversion, such shareholder shall receive in lieu thereof a full share of Class A Common Stock. (5) No Subsequent Issuance of Class B Common Stock. Subsequent to the initial issuance of the shares of Class B Common Stock, the Board of Directors may only issue such shares in the form of a distribution or distributions pursuant to a stock dividend on or split-up of the shares of the Class B Common Stock and only to the then holders of the outstanding shares of the Class B Common Stock in conjunction with and in the same ratio as a stock dividend on or split-up of the shares of the Class A Common Stock. Except as provided in this paragraph (5), the Corporation shall not issue additional shares of Class B Common Stock after the initial issuance of such shares by the Corporation, and all shares of Class B Common Stock surrendered for conversion shall be retired, unless otherwise approved by the affirmative vote of the holders of a majority of the outstanding shares of the Class A Common Stock and Class B Common Stock entitled to vote, voting together as a single class, as provided in Paragraph (1) of this Article 4. (6) No Preemptive Rights. No holder of any issued and outstanding shares of Class A Common Stock or Class B Common Stock shall, as such holder, have any preemptive right in or right to purchase or subscribe for, any new or additional shares of Class A Common Stock and/or Class B Common Stock, or any shares of any other class or series of capital stock, or any obligations or other rights or options to subscribe for or purchase, any capital stock of any class of series, whether now or hereinafter authorized and whether issued by the corporation for cash or other consideration or by way of dividend or other distribution. Article 5 The number of directors constituting the Corporation's initial Board of Directors shall be two (2), and thereafter the number of directors shall be such number (one or more) as may be fixed from time to time or at any time by, or in the manner provided in, the Corporation's Bylaws. The names of the two (2) initial directors are as follows: John Swendrowski Leroy Miles Article 6 The address of the initial registered office of the Corporation is c/o Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, in Milwaukee County. The name of the Corporation's initial registered agent at such address is Jeffrey J. Jones. Article 7 These Articles of Incorporation may be amended pursuant to the Bylaws of this Corporation and as authorized by law at the time of amendment. Article 8 The name and address of the sole incorporator of this Corporation is Todd B. Pfister, c/o Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Executed in duplicate this 1st day of May, 1987. /s/ Todd B. Pfister Todd B. Pfister, Sole Incorporator STATE OF WISCONSIN ) ) SS. COUNTY OF MILWAUKEE ) Personally came before me this 1st day of May, 1987, the above- named Todd B. Pfister, to me known to be the person who executed the foregoing instrument and acknowledged the same. [Notarial Seal] /s/ Steven R. Barth Steven R. Barth Notary Public, State of Wisconsin My commission is permanent. This Instrument was drafted by and should be returned to Todd B. Pfister, c/o Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. This instrument should be recorded in the office of the Register of Deeds of Milwaukee County. ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF NORTHLAND CRANBERRIES, INC. The undersigned officers of Northland Cranberries, Inc., a corporation organized and existing under Chapter 180 of the Wisconsin Statutes (the "Corporation"), do hereby certify: FIRST: That Paragraph (1)(b) of Article IV of the Articles of Incorporation of the Corporation is amended in its entirety to read as follows: The voting power limitations and/or restrictions of Section 180.25(9) of the Wisconsin Business Corporation Law, or any successor provision thereto, shall not apply to any shares of Class B Common Stock held by any person. SECOND: That Paragraph (3) of Article IV of the Articles of Incorporation of the Corporation, entitled "Restrictions on Transfer of the Class B Common Stock," is deleted in its entirety; and that Paragraphs (4), (5) and (6) (including all references thereto) of said Article IV are renumbered and changed to (3), (4) and (5), respectively. THIRD: That the foregoing amendments of the Articles of Incorporation of the Corporation were consented to in writing by the sole shareholder of the Corporation. FOURTH: That the effective time and date of these Articles of Amendment shall be the date of filing of said Articles of Amendment with the office of the Secretary of State of Wisconsin. Executed in duplicate this 20th day of May, 1987. NORTHLAND CRANBERRIES, INC. By: /s/John Swendrowski John Swendrowski, President [NO CORPORATE SEAL] By: /s/LeRoy J. Miles LeRoy J. Miles, Secretary This instrument was drafted by and should be returned to Todd B. Pfister, c/o Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. This instrument should be recorded in the office of the Register of Deeds of Milwaukee County. ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF NORTHLAND CRANBERRIES, INC. The undersigned officers of Northland Cranberries, Inc., a corporation organized and existing under Chapter 180 of the Wisconsin Statutes, do hereby certify: FIRST: That the name of the corporation is Northland Cranberries, Inc. SECOND: That ARTICLE 4 of the Articles of Incorporation of the corporation is amended in its entirety to read as follows: Article 4 The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Seventeen Million (17,000,000) shares, consisting of: (i) Ten Million (10,000,000) shares of a class designated as "Class A Common Stock," with a par value of one cent ($.01) per share; (ii) Two Million (2,000,000) shares of a class designated as "Class B Common Stock," with a par value of one cent ($.01) per share; and (iii) Five Million (5,000,000) shares of a class designated as "Preferred Stock," with a par value of one cent ($.01) per share. Any and all of such shares of Class A Common Stock and Class B Common Stock (collectively, "Common Stock"), or of Preferred Stock, may be issued for such consideration, not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. Any and all of such shares so issued, the full consideration for which has been paid or delivered, shall be deemed fully paid capital stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments except as otherwise provided by Section 180.0622 of the Wisconsin Business Corporation Law or any successor provision thereto, if any. The designation, relative rights, preferences and limitations of the shares of each class and the authority of the Board of Directors of the corporation to establish and to designate series of the Preferred Stock and to fix the variations in the relative rights, preferences and limitations as between such series, shall be as set forth herein. A. Preferred Stock. (1) Series and Variations Between Series. The Board of Directors of the Corporation is authorized, subject to limitations prescribed by the Wisconsin Business Corporation Law and the provisions of this paragraph A, to provide for the issuance of the Preferred Stock in series, to establish or change the number of shares to be included in each such series and to fix the designation, relative rights, preferences and limitations of the shares of each such series. The authority of the Board of Directors of the Corporation with respect to each series shall include, but not be limited to, determination of the following: (i) The number of shares constituting that series and the distinctive designation of that series; (ii) The dividend rate or rates on the shares of that series and/or the method of determining such rate or rates and the timing of dividend payments on the shares of such series; (iii) Whether and to what extent the shares of that series shall have voting rights in addition to the voting rights provided by Wisconsin Business Corporation Law, which might include the right to elect a specified number of directors in any case or if dividends on such series were not paid for a specified period of time; (iv) Whether the shares of that series shall be convertible into shares of stock of any other series, and, if so, the terms and conditions of such conversion, including the price or prices or the rate or rates of conversion and the terms of adjustment thereof; (v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (vi) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation; (vii) The obligation, if any, of the Corporation to retire shares of that series pursuant to a sinking fund; and (viii) Any other relative rights, preferences and limitations of that series. Subject to the designations, relative rights, preferences and limitations provided pursuant to this paragraph A, each share of Preferred Stock shall be of equal rank with each other share of Preferred Stock. (2) Dividends. Before any dividends shall be paid or set apart for payment upon shares of Common Stock, the holders of each series of Preferred Stock shall be entitled to receive dividends at the rate per annum and at such times as specified in the particular series. Dividends on shares of Preferred Stock shall be paid out of any funds legally available for the payment of such dividends, when and if declared by the Board of Directors. Such dividends shall accumulate on each share of Preferred Stock from the date of issuance. All dividends on shares of Preferred Stock shall be cumulative so that if the Corporation shall not pay, on a timely basis, the specified dividend, or any part thereof, on the shares of Preferred Stock then issued and outstanding, such deficiency shall thereafter be fully paid, but without interest, before any dividend shall be paid or set apart for payment on the Common Stock. Any dividend paid upon the Preferred Stock at a time when any accumulated dividends for any prior period are delinquent shall be expressly declared as a dividend in whole or partial payment of the accumulated dividend for the earliest dividend period for which dividends are then delinquent, and shall be so designated to each shareholder to whom payment is made. All shares of Preferred Stock shall rank equally and shall share ratably, in proportion to the rate of dividend of the series, in all dividends paid or set aside for payment for any dividend period or part thereof upon any such shares. Except to the limited extent hereinafter provided, so long as any shares of Preferred Stock shall be outstanding, no dividend, whether in cash, stock or otherwise, shall be paid or declared nor shall any distribution be made on the Common Stock, nor shall any Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, nor shall any moneys be paid to or set aside or made available for a sinking fund for the purchase or redemption of any Common Stock, unless: (i) All dividends on the Preferred Stock of all series for all past dividend periods shall have been paid or shall have been declared and a sum sufficient for the payment thereof set apart; and (ii) The Corporation shall have set aside all amounts theretofore required to be set aside as and for all sinking fund accounts, if any, for the redemption or purchase of all series of Preferred Stock for all past sinking fund payment periods or dates. The foregoing provisions shall not, however, apply to, or in any way restrict (x) any acquisition of Common Stock in exchange solely for Common Stock; (y) the acquisition of Common Stock through application of the proceeds of the sale of Common Stock; or (z) stock dividends or distributions payable only in shares of stock having rights and preferences subordinate to the Preferred Stock. (3) Liquidation, Dissolution or Winding Up. In case of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of each series of Preferred Stock shall be entitled to receive out of the assets of the Corporation in money or money's worth the amount specified in the particular series for each share at the time outstanding together with all accrued but unpaid dividends thereon, before any of such assets shall be paid or distributed to holders of Common Stock. In case of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, if the assets of the Corporation shall be insufficient to pay the holders of all shares of Preferred Stock then outstanding the entire amounts to which they may be entitled, the holders of shares of each outstanding series of Preferred Stock shall share ratable in such assets in proportion to the respective amounts payable in liquidation. (4) Voting Rights. The holders of Preferred Stock shall have only such voting rights as are fixed for shares of each series by the Board of Directors pursuant to this paragraph A or are provided by the Wisconsin Business Corporation Law. B. Common Stock. (1) Voting Rights and Powers. (a) Except as otherwise provided by the WisconsIn Business Corporation Law and except as may be determined by the Board of Directors with respect to the Preferred Stock pursuant to paragraph A of this Article 4, only the holders of Common Stock shall be entitled to vote for the election of directors of the corporation and for all other corporate purposes. With respect to all matters upon which shareholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding shares of Class A Common Stock and the holders of the outstanding shares of Class B Common Stock shall vote together as a single class, and every holder of any outstanding shares of Class A Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of Class A Common Stock standing in his name on the stock transfer records of the Corporation, and every holder of any outstanding shares of Class B Common Stock shall be entitled to cast thereon three (3) votes in person or by proxy for each share of Class B Common Stock standing in his name on the stock transfer records of the Corporation; provided that with respect to any proposed corporate action which would require a separate class vote under the Wisconsin Business Corporation Law, the approval of a majority of the votes entitled to be cast by the holders of the class affected by the proposed action, voting separately as a class, shall be obtained in addition to the approval of a majority of the votes entitled to be cast by the holders of the Class A Common Stock and the Class B Common Stock voting together as a single class as hereinbefore provided. (b) The voting power limitations and/or restrictions of Section 180.1150 of the Wisconsin Business Corporation Law, or any successor provision thereto, shall not apply to any shares of Class B Common Stock held by any person. (2) Dividends and Distributions. (a) Subject to the provisions of this Article 4, the Board of Directors may, in its discretion, out of funds legally available for the payment of dividends and at such times and in such manner as determined by the Board of Directors, declare and pay dividends on the Common Stock. (b) As and when cash dividends may be declared from time to time by the Board of Directors out of funds legally available therefor, the cash dividend payable with respect to each share of the Class A Common Stock shall in all cases be in an amount equal to at least one hundred ten percent (110%) of the amount of the cash dividend payable with respect to each share of the Class B Common Stock. Cash dividends may be declared and payable with respect to the Class A Common Stock without a concurrent cash dividend declared and payable with respect to the Class B Common Stock. Distributions declared by the Board of Directors to be in connection with the partial or complete liquidation of the corporation or any of its subsidiaries shall not be considered to be cash dividends for the purposes of this Paragraph (2). (c) Each share of Class A Common Stock and Class B Common Stock shall be equal in respect to rights to dividends (other than those payable in cash) and distributions (except distributions declared by the Board of Directors to be in connection with the liquidation, dissolution or winding up of the corporation) when and as declared, in the form of stock or other property of the Corporation, except that in the case of dividends or other distributions payable in stock of the Corporation, including distributions pursuant to stock split-ups or divisions, which occur after the initial issuance of shares of the Class B Common Stock by the Corporation, only shares of Class A Common Stock shall be distributed with respect to the Class A Common Stock and only shares of Class B Common Stock shall be distributed with respect to the Class B Common Stock. (3) Liquidation, Dissolution or Winding Up. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, after there shall have been paid to or set aside for the holders of shares of Preferred Stock the full preferential amounts to which they are entitled, the holders of outstanding shares of Common Stock shall be entitled to receive pro rata, according to the number of shares held by each, the remaining assets of the corporation available for distribution as set forth herein. (b) In case of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Class A Common Stock shall be entitled to receive out of the assets of the Corporation in money or money's worth the sum of One Dollar ($1.00) per share (the "Class A Payment"), subject to equitable adjustment in the event of any subdivisions, combinations, stock splits or stock dividends involving shares of the Class A Common Stock, before any of such assets shall be paid or distributed to holders of Class B Common Stock. If the assets of the Corporation shall be insufficient to pay the entire Class A Payment to the holders of the then outstanding Class A Common Stock, then the holders of the Class A Common Stock shall share ratably in such assets in proportion to the amounts which would be payable with respect to Class A Common Stock as if the Class A Payment was paid in full. After payment in full of the Class A Payment, the holders of Class B Common Stock shall be entitled to receive out of the remaining assets of the Corporation in money or money's worth the sum of One Dollar ($1.00) per share (the "Class B Payment"), subject to equitable adjustment in the event of any subdivisions, combinations, stock splits or stock dividends involving shares of the Class B Common Stock, before any of such remaining assets shall be paid or distributed to holders of the Class A Common Stock. If the remaining assets of the Corporation shall be insufficient to pay the entire Class B Payment to the holders of the then outstanding Class B Common Stock, then the holders of the Class B Common Stock shall share ratably in such assets in proportion to the amounts which would be payable with respect to Class B Common Stock as if the Class B Payment was paid in full. After payment in full of the Class A Payment and the Class B Payment, any further payments on the liquidation, dissolution or winding up of the business of the Corporation shall be made on an equal basis as to all of the shares of capital stock then outstanding. (4) Conversion of the Class B Common Stock. (a) Each share of Class B Common Stock may at any time or from time to time, at the option of the respective holder thereof, be converted into one fully paid and nonassessable (except to the extent of any statutory liability imposed by Section 180.0622 of the Wisconsin Business Corporation Law) share of Class A Common Stock. Such conversion right shall be exercised by the surrender of the certificate representing such share of Class B Common Stock to be converted to the Corporation at any time during normal business hours at the principal executive offices of the Corporation in Wisconsin Rapids, Wisconsin (to the attention of the Secretary of the Corporation), or if an agent for the registration or transfer of shares of Class B Common Stock is then duly appointed and acting (said agent being referred to in this Article 4 as the "Transfer Agent") then at the office of the Transfer Agent, accompanied by a written notice of the election by the holder thereof to convert and (if so required by the Corporation or the Transfer Agent) by instruments of transfer, in form satisfactory to the Corporation and to the Transfer Agent, if any, duly executed by such holder or his duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Paragraph (4)(e), below. (b) As promptly as practicable after the surrender for conversion of a certificate representing shares of Class B Common Stock in the manner provided in Paragraph (4)(a), above, and the payment in cash of any amount required by the provisions of Paragraphs (4)(a) and (4)(e), the Corporation will deliver, or will cause to be delivered at the office of the Transfer Agent to, or upon the written order of, the holder of such certificate, a certificate or certificates representing the number of full shares of Class A Common Stock issuable upon such conversion, issued in such name or names as such holder may direct. The Corporation shall not, however, upon any such conversion, issue any fractional share of Class A Common Stock, and any shareholder who would otherwise be entitled to receive such fractional share if issued shall receive in lieu thereof a full share of Class A Common Stock. Any such conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the certificate representing shares of Class B Common Stock, and all rights of the holder of such shares as such holder shall cease at such time and the person or persons in whose name or names the certificate or certificates representing the shares of Class A Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock at such time; provided, however, that any such surrender and payment on any date when the stock transfer records of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificate or certificates representing shares of Class A Common Stock are to be issued as the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which such stock transfer records are open. (c) No adjustments in respect of dividends shall be made upon the conversion of any share of Class B Common Stock; provided, however, that if a share shall be converted subsequent to the record date for the payment of a dividend or other distribution on shares of Class B Common Stock but prior to such payment, the registered holder of such share at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such share on the date set for payment of such dividend or other distribution notwithstanding the conversion thereof or the Corporation's default in payment of the dividend or distribution due on such date. (d) The Corporation will at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock as shall be issuable upon the conversion of all of such outstanding shares; provided, however, that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class B Common Stock by delivery of purchased shares of Class A Common Stock which are held in the treasury of the Corporation. If any shares of Class A Common Stock required to be reserved for purposes of conversion hereunder require registration with, or approval of, any governmental authority under any Federal or state law before such shares of Class A Common Stock may be issued upon conversion, the Corporation will use its best efforts to cause such shares to be duly registered or approved, as the case may be. (e) The issuance of certificates for shares of Class A Common Stock upon conversion of shares of Class B Common Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of the share or shares of Class B Common Stock converted, the person or persons requesting the issuance thereof shall pay to the Corporation the full amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid. (f) When the number of outstanding shares of Class B Common Stock falls below two percent (2%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding (or such higher number as results from adjustments for stock splits, stock dividends or other events), the outstanding shares of Class B Common Stock shall be deemed without further act on anyone's part to be immediately and automatically converted into shares of Class A Common Stock, and stock certificates formerly representing outstanding shares of Class B Common Stock shall thereupon and thereafter be deemed to represent a like number of full shares of Class A Common Stock. In the event that any shareholder would otherwise be entitled to receive a fractional share of Class A Common Stock upon any such conversion, such shareholder shall receive in lieu thereof a full share of Class A Common Stock. (5) No Subsequent Issuance of Class B Common Stock. Subsequent to the initial issuance of the shares of Class B Common Stock, the Board of Directors may only issue such shares in the form of a distribution or distributions pursuant to a stock dividend on or split-up of the shares of the Class B Common Stock and only to the then holders of the outstanding shares of the Class B Common Stock in conjunction with and in the same ratio as a stock dividend on or split-up of the shares of the Class A Common Stock. Except as provided in this paragraph (5), the Corporation shall not issue additional shares of Class B Common Stock after the initial issuance of such shares by the Corporation, and all shares of Class B Common Stock surrendered for conversion shall be retired, unless otherwise approved by the affirmative vote of the holders of a majority of the outstanding shares of the Class A Common Stock and Class B Common Stock entitled to vote, voting together as a single class, as provided in Paragraph (B)(1) of this Article 4. (6) No Preemptive Rights. No holder of any issued and outstanding share of Class A Common Stock, Class B Common Stock or Preferred Stock shall, as such holder, have any preemptive right in or right to purchase or subscribe for, any new or additional shares of Class A Common Stock, Class B Common Stock and/or Preferred Stock, or any shares of any other class or series of capital stock, or any obligations or other rights or options to subscribe for or purchase, any capital stock of any class of series, whether now or hereinafter authorized and whether issued by the corporation for cash or other consideration or by way of dividends or other distribution. THIRD: That the foregoing amendment of the Articles of Incorporation of the corporation was adopted in accordance with Section 180.1003 of the Wisconsin Business Corporation Law by the shareholders of the corporation on the 19th day of August, 1991, by the following vote: VOTE ON ADOPTION Numbers of Shares Affirmative Shares Entitled Votes Affirmative Negative Class Outstanding to Vote Required Votes Cast Votes Cast Class A 2,507,194 2,507,194 1,253,598 1,429,578 504,242 Common Class B 318,101 318,101 477,152 954,303 0 Common* Class A&B 2,825,295 2,825,295 1,730,750 2,383,881 504,242 Combined* * The Class B Shares have three (3) votes per share. Executed in duplicate and seal affixed this 19th day of August, 1991. /s/ John Swendrowski John Swendrowski President, Chief Executive Officer and Treasurer [NO CORPORATE SEAL] /s/ LeRoy J. Miles LeRoy J. Miles Executive Vice President and Secretary This instrument was drafted by and should be returned to Anthony M. Marick of the firm of Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF NORTHLAND CRANBERRIES, INC. 1. The name of the corporation is Northland Cranberries, Inc. 2. The first sentence of Article 4 of the Articles of Incorporation of the Corporation is amended in its entirety to read as follows: Article 4 The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is Twenty-Seven Million (27,000,000) shares, consisting of: (i) Twenty Million (20,000,000) shares of a class designated as "Class A Common Stock," with a par value of one cent ($.01) per share; (ii) Two Million (2,000,000) shares of a class designated as "Class B Common Stock," with a par value of one cent ($.01) per share; and (iii) Five Million (5,000,000) shares of a class designated as "Preferred Stock," with a par value of one cent ($.01) per share. 3. The foregoing amendment to the corporation's Articles of Incorporation was submitted to the corporation's shareholders by the Board of Directors of the corporation and was adopted by such shareholders on August 18, 1995 in accordance with Section 180.1003 of the Wisconsin Business Corporation Law. Executed on behalf of the corporation this 18th day of August, 1995. ___________________________ John A. Pazurek Vice President - Finance and Treasurer This instrument was drafted by and should be returned to Thomas L. Stricker, Jr. of the firm of Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. EX-3.2 3 NORTHLAND CRANBERRIES, INC. BYLAWS EXHIBIT 3.2 Amended Effective January 15, 1996 BYLAWS OF NORTHLAND CRANBERRIES, INC. (a Wisconsin corporation) ARTICLE I. OFFICES 1.01. Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time. 1.02. Registered Office. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office. ARTICLE II. SHAREHOLDERS 2.01. Annual Meeting. The annual meeting of the shareholders shall be held on the first Wednesday in January of each year (beginning in 1997), or on such other date within thirty days before or after such date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as is practicable. 2.02. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the Wisconsin Business Corporation Law, may be called by the Board of Directors or the President. The corporation shall call a special meeting of shareholders in the event that the holders of at least 10% of all of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for a special meeting describing one or more purposes for which it is to be held. The corporation shall give notice of such a special meeting within thirty days after the date that the demand is delivered to the corporation. 2.03. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual or special meeting of shareholders. If no designation is made, the place of meeting shall be the principal office of the corporation. Any meeting may be adjourned to reconvene at any place designated by vote of a majority of the votes represented thereat. 2.04. Notice of Meeting. Written notice stating the date, time and place of any meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than sixty days before the date of the meeting (unless a different time is provided by the Wisconsin Business Corporation Law or the articles of incorporation), either personally or by mail, by or at the direction of the President or the Secretary, to each shareholder of record entitled to vote at such meeting and to such other persons as required by the Wisconsin Business Corporation Law. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock record books of the corporation, with postage thereon prepaid. If an annual or special meeting of shareholders is adjourned to a different date, time or place, the corporation shall not be required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new record date for an adjourned meeting is or must be fixed, the corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new record date. 2.045. Proper Business or Purposes of Shareholder Meetings. To be properly brought before a meeting of shareholders, business must be (a) specified in the notice of the meeting (or any supplement thereto) given by or at the discretion of the Board of Directors or otherwise as provided in Section 2.04 hereof; (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before a meeting by a shareholder, the shareholder must have given written notification thereof, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation, and, in the case of an annual meeting, such notification must be given not later than thirty (30) days in advance of the Originally Scheduled Date of such meeting; provided, however, that if the Originally Scheduled Date of such annual meeting is earlier than the date specified in these bylaws as the date of the annual meeting and if the Board of Directors does not determine otherwise, or in the case of a special meeting of shareholders, such written notice may be so given and received not later than the close of business on the 15th day following the date of the first public disclosure, which may include any public filing with the Securities and Exchange Commission, of the Originally Scheduled Date of such meeting. Any such notification shall set forth as to each matter the shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and, in the event that such business includes a proposal to amend either the articles of incorporation or bylaws of the corporation, the exact language of the proposed amendment; (ii) the name and address of the shareholder proposing such business; (iii) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business; and (iv) any material interest of the shareholder in such business. No business shall be conducted at a meeting of shareholders except in accordance with this Section 2.045, and the chairman of any meeting of shareholders may refuse to permit any business to be brought before such meeting without compliance with the foregoing procedures. For purposes of these bylaws, the "Originally Scheduled Date" of any meeting of shareholders shall be the date such meeting is scheduled to occur as specified in the notice of such meeting first generally given to shareholders regardless of whether any subsequent notice is given for such meeting or the record date of such meeting is changed. Nothing contained in this Section 2.045 shall be construed to limit the rights of a shareholder to submit proposals to the corporation which comply with the proxy rules of the Securities and Exchange Commission for inclusion in the corporation's proxy statement for consideration at shareholder meetings. 2.05. Waiver of Notice. A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the articles of incorporation or these bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the Wisconsin Business Corporation Law (except that the time and place of meeting need not be stated) and be delivered to the corporation for inclusion in the corporate records. A shareholder's attendance at a meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. 2.06. Fixing of Record Date. The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders, shareholders entitled to demand a special meeting as contemplated by Section 2.02 hereof, shareholders entitled to take any other action, or shareholders for any other purpose. Such record date shall not be more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed by the Board of Directors or by the Wisconsin Business Corporation Law for the determination of shareholders entitled to notice of and to vote at a meeting of shareholders, the record date shall be the close of business on the day before the first notice is given to shareholders. If no record date is fixed by the Board of Directors or by the Wisconsin Business Corporation Law for the determination of shareholders entitled to demand a special meeting as contemplated in Section 2.02 hereof, the record date shall be the date that the first shareholder signs the demand. Except as provided by the Wisconsin Business Corporation Law for a court-ordered adjournment, a determination of shareholders entitled to notice of and to vote at a meeting of shareholders is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the corporation's shares) or a share dividend is the date on which the Board of Directors authorized the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date. 2.07. Shareholders' List for Meetings. After a record date for a special or annual meeting of shareholders has been fixed, the corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent may, on written demand, inspect and, subject to the limitations imposed by the Wisconsin Business Corporation Law, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 2.07. The corporation shall make the shareholders' list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders' list shall not affect the validity of any action taken at a meeting of shareholders. 2.08. Quorum and Voting Requirements. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the articles of incorporation or the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Wisconsin Business Corporation Law requires a greater number of affirmative votes. Unless otherwise provided in the articles of incorporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at a meeting at which a quorum is present. Though less than a quorum of the outstanding votes of a voting group are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. 2.09. Conduct of Meeting. The President, and in his absence or discretion, a Vice President in the order provided under Section 4.07 hereof or as chosen by the President, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the shareholders, but, in the absence or upon the request of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting. 2.10. Proxies. At all meetings of shareholders, a shareholder may vote his or her shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his or her attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven months from the date of its signing unless a different period is expressly provided in the appointment form. 2.11. Voting of Shares. Except as provided in the articles of incorporation or in the Wisconsin Business Corporation Law, each outstanding share of Class A Common Stock, is entitled to one vote on each matter voted on at a meeting of shareholders and each outstanding share of Class B Common Stock is entitled to three votes on each matter voted on at a meeting of shareholders. 2.12. Action without Meeting. Any action required or permitted by the articles of incorporation or these bylaws or any provision of the Wisconsin Business Corporation Law to be taken at a meeting of the shareholders may be taken without a meeting and without action by the Board of Directors if a written consent or consents, describing the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the corporation for inclusion in the corporate records. 2.13. Acceptance of Instruments Showing Shareholder Action. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply: (a) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity. (b) The name purports to be that of a personal representative, administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment. (c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment. (d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment. (e) Two or more persons are the shareholders as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners. The corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. ARTICLE III. BOARD OF DIRECTORS 3.01. General Powers and Number. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the Board of Directors. The number of directors of the corporation shall be seven. 3.02. Tenor and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and, if necessary, qualified, or until there is a decrease in the number of directors which takes effect after the expiration of his or her term, or until his or her prior death, resignation or removal. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may be removed from office with or without cause if the votes cast to remove the director exceeds the number of votes cast not to remove such director. A director may resign at any time by delivering written notice which complies with the Wisconsin Business Corporation Law to the Board of Directors, to the President (in his capacity as chairman of the Board of Directors) or to the corporation. A director's resignation is effective when the notice is delivered unless the notice specifies a later effective date. Directors need not be residents of the State of Wisconsin or shareholders of the corporation. 3.025. Shareholder Nomination Procedure. Nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote for the election of directors who complies fully with the requirements of this Section 3.025. Any shareholder entitled to vote for the election of directors at a meeting may nominate a person or persons for election as a director or directors only if written notice of such shareholder's intent to make any such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation not later than: (i) with respect to an election to be held at any annual meeting of shareholders, 30 days in advance of the Originally Scheduled Date of such meeting (provided, however, that if the Originally Scheduled Date of such meeting is earlier than the date specified in these bylaws as the date of the annual meeting and if the Board of Directors does not determine otherwise, such written notice may be so given and received not later than the close of business on the 15th day following the date of the first public disclosure, which may include any public filing with the Securities and Exchange Commission, of the Originally Scheduled Date of such meeting); and (ii) with respect to an election to be held at a special meeting of shareholders, the close of business on the 15th day following the date of first public disclosure, which may include any public filing with the Securities and Exchange Commission, of the Originally Scheduled Date of such meeting. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a director of the corporation if so elected. The chairman of any meeting of shareholders to elect directors and the Board of Directors may refuse to acknowledge the nomination by a shareholder of any person not made in compliance with the foregoing procedure. 3.03. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of shareholders and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be communicated to the directors at or prior to such meeting of shareholders. To the extent practicable, the date, time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings of the Board of Directors shall be communicated amongst and generally agreed upon at any meeting of the Board of Directors. 3.04. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two directors. The President or Secretary may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors, and if no other place is fixed the place of the meeting shall be the principal business office of the corporation in the State of Wisconsin. 3.05. Notice; Waiver. Notice of each special meeting of the Board of Directors shall be given by written notice delivered or communicated in person, by telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than forty-eight hours prior to the meeting. The notice need not prescribe the purpose of the special meeting of the Board of Directors or the business to be transacted at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective when delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or these bylaws or any provision of the Wisconsin Business Corporation Law, a waiver thereof in writing, signed at any time, whether before or after the date and time of meeting, by the director entitled to such notice shall be deemed equivalent to the giving of such notice. The corporation shall retain any such waiver as part of the permanent corporate records. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. 3.06. Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law or by the articles of incorporation or these bylaws, a majority of the number of directors specified in Section 3.01 of these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided by the Wisconsin Business Corporation Law or by the articles of incorporation or by these bylaws, a quorum of any committee of the Board of Directors created pursuant to Section 3.12 hereof shall consist of a majority of the number of directors appointed to serve on the committee. A majority of the directors present (though less than such quorum) may adjourn any meeting of the Board of Directors or any committee thereof, as the case may be, from time to time without further notice. 3.07. Manner of Acting. The affirmative vote of a majority of the directors present at a meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be, unless the Wisconsin Business Corporation Law, the articles of incorporation or these bylaws require the vote of a greater number of directors. 3.08. Conduct of Meetings. The President, and in his absence, a Vice President in the order provided under Section 4.07, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors but in the absence of the Secretary, the presiding officer may appoint any other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director. 3.09. Vacancies. Except as provided below, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by any of the following: (a) the shareholders; (b) the Board of Directors; or (c) if the directors remaining in office constitute fewer than a quorum of the Board of Directors, the directors, by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A vacancy that will occur at a specific later date, because of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs. 3.10. Compensation. The Board of Directors, irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation. 3.11. Presumption of Assent. A director who is present and is announced as present at a meeting of the Board of Directors or any committee thereof created in accordance with Section 3.12 hereof, when corporate action is taken, assents to the action taken unless any of the following occurs: (a) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting; (b) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice that complies with the Wisconsin Business Corporation Law of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. Such right of dissent or abstention shall not apply to a director who votes in favor of the action taken. 3.12. Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the Board of Directors to serve as alternates. Each committee shall have two or more members who shall, unless otherwise provided by the Board of Directors, serve at the discretion of the Board of Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) authorize distributions; (b) approve or propose to shareholders action that the Wisconsin Business Corporation Law requires to be approved by shareholders; (c) fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board committee; (d) amend the corporation's articles of incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; and (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority. 3.13. Telephonic Meetings. Except as herein provided and notwithstanding any place set forth in the notice of the meeting or these bylaws, members of the Board of Directors (and any committees thereof created pursuant to Section 3.12 hereof) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting. If action is to be taken at any meeting held by such means on any of the following: (a) a plan of merger or share exchange; (b) a sale, lease, exchange or other disposition of substantial property or assets of the corporation; (c) a voluntary dissolution or the revocation of voluntary dissolution proceedings; or (d) a filing for bankruptcy, then the identity of each director participating in such meeting must be verified by the disclosure at such meeting by each such director of each such director's social security number to the secretary of the meeting before a vote may be taken on any of the foregoing matters. For purposes of the preceding clause (b), the phrase "sale, lease, exchange or other disposition of substantial property or assets" shall mean any sale, lease, exchange or other disposition of property or assets of the corporation having a net book value equal to 10% or more of the net book value of the total assets of the corporation on and as of the close of the fiscal year last ended prior to the date of such meeting and as to which financial statements of the corporation have been prepared. Notwithstanding the foregoing, no action may be taken at any meeting held by such means on any particular matter which the presiding officer determines, in his or her sole discretion, to be inappropriate under the circumstances for action at a meeting held by such means. Such determination shall be made and announced in advance of such meeting. 3.14. Action without Meeting. Any action required or permitted by the Wisconsin Business Corporation Law to be taken at a meeting of the Board of Directors or a committee thereof created pursuant to Section 3.12 hereof may be taken without a meeting if the action is taken by all members of the Board or of the committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director or committee member and retained by the corporation. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date. ARTICLE IV. OFFICERS 4.01. Number. The principal officers of the corporation shall be a President, the number of Vice Presidents as authorized from time to time by the Board of Directors, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors or the President. The Board of Directors may also authorize any duly authorized officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person. 4.02. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. Each officer shall hold office until his or her successor shall have been duly elected or until his or her prior death, resignation or removal. 4.03. Removal. The Board of Directors may remove any officer and, unless restricted by the Board of Directors or these bylaws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights. 4.04. Resignation. An officer may resign at any time by delivering notice to the corporation that complies with the Wisconsin Business Corporation Law. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. 4.05. Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 4.04 hereof, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date. 4.06. President. The President shall be the Chief Executive Officer of the corporation and, subject to the direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The President shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. 4.07. The Vice Presidents. In the absence of the president or in the event of the President's death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Executive Vice President (or in the event of his absence or inability to act, any Vice President in the order designated by the Board of Directors or President, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President. 4.08. The Secretary. The Secretary shall: (a) keep minutes of the meetings of the shareholders and of the Board of Directors (and of committees thereof) in one or more books provided for that purpose (including records of actions taken by the shareholders or the Board of Directors (or committees thereof) without a meeting); (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by the Wisconsin Business Corporation Law; (c) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents the execution of which on behalf of the corporation under its seal is required and duly authorized; (d) maintain a record of the shareholders of the corporation, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the President or by the Board of Directors. 4.09. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) maintain appropriate accounting records; (c) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04; and (d) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. 4.10. Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors or President may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. 4.11. Other Assistants and Acting Officers. The Board of Directors and President shall have the power to appoint, or to authorize any duly appointed officer of the corporation to appoint, any person to act as assistant to any officer, or as agent for the corporation in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or an authorized officer shall have the power to perform all the duties of the office to which he or she is so appointed to be an assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors, the President or the appointing officer. ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS 5.01. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal, if any, thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers. 5.02. Loans. The President, or any officer designated by the President, shall have the power to contract on behalf of the corporation, and issue evidences of indebtedness, for indebtedness for borrowed money not exceeding Five Hundred Thousand Dollars ($500,000) without further authorization or approval of the Board of Directors. No indebtedness for borrowed money over such amount shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances. 5.03. Checks, Drafts. etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors. 5.04. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors. 5.05. Voting of Securities Owned by this Corporation. Subject to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he be present, or in his absence by any Vice President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, of any Vice President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal, if any, or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation. ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES 6.01. Certificates for Shares. Certificates representing shares of the corporation shall be in such form, consistent with the Wisconsin Business Corporation Law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6.06. 6.02. Facsimile Signatures and Seal. The seal of the corporation, if any, on any certificates for shares may be a facsimile. The signature of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the corporation itself or an employee of the corporation. 6.03. Signature by Former Officers. The validity of a share certificate is not affected if a person who signed the certificate (either manually or in facsimile) no longer holds office when the certificate is issued. 6.04. Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that such endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors. 6.05. Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares. 6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims that certificates for shares have been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser; (b) files with the corporation a sufficient indemnity bond if required by the Board of Directors or any principal officer; and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors. 6.07. Consideration for Shares. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. Before the corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. The corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or otherwise for property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited. 6.08. Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with law as it may deem expedient concerning the issue, transfer and registration of shares of the corporation. ARTICLE VII. SEAL 7.01. The corporation shall have no corporate seal unless otherwise determined by the Board of Directors. ARTICLE VIII. INDEMNIFICATION 8.01. Certain Definitions. All capitalized terms used in this Article VIII and not otherwise hereinafter defined in this Section 8.01 shall have the meaning set forth in Section 180.0850 of the Statute. The following capitalized terms (including any plural forms thereof) used in this Article VIII shall be defined as follows: (a) "Affiliate" shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust or other enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Corporation. (b) "Authority" shall mean the entity selected by the Director or Officer to determine his or her right to indemnification pursuant to Section 8.04. (c) "Board" shall mean the entire then elected and serving Board of Directors of the Corporation, including all members thereof who are Parties to the subject Proceeding or any related Proceeding. (d) "Breach of Duty" shall mean the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851(2) (a) l, 2, 3 or 4 of the Statute. (e) "Corporation," as used herein and as defined in the Statute and incorporated by reference into the definitions of certain other capitalized terms used herein, shall mean this Corporation, including, without limitation, any successor corporation or entity to this Corporation by way of merger, consolidation or acquisition of all or substantially all of the capital stock or assets of this Corporation. (f) "Director or Officer" shall have the meaning set forth in the Statute; provided, that, for purposes of this Article VIII, it shall be conclusively presumed that any Director or Officer serving as a director, officer, partner, trustee, member of any governing or decision- making committee, employee or agent of an Affiliate shall be so serving at the request of the Corporation. (g) "Disinterested Quorum" shall mean a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding. (h) "Party" shall have the meaning set forth in the Statute; provided, that, for purposes of this Article VIII, the term "Party" shall also include any Director or Officer or employee of the Corporation who is or was a witness in a Proceeding at a time when he or she has not otherwise been formally named a Party thereto. (i) "Proceeding" shall have the meaning set forth in the Statute; provided, that, in accordance with Section 180.0859 of the Statute and for purposes of this Article VIII, the term "Proceeding" shall also include all Proceedings (i) brought under (in whole or in part) the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, their respective state counterparts, and/or any rule or regulation promulgated under any of the foregoing; (ii) brought before an Authority or otherwise to enforce rights hereunder; (iii) any appeal from a Proceeding; and (iv) any Proceeding in which the Director or Officer is a plaintiff or petitioner because he or she is a Director or Officer; provided, however, that any such Proceeding under this subsection (iv) must be authorized by a majority vote of a Disinterested Quorum. (j) "Statute" shall mean Sections 180.0850 through 180.0859, inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, as the same shall then be in effect, including any amendments thereto, but, in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than the Statute permitted or required the Corporation to provide prior to such amendment. 8.02. Mandatory Indemnification of Directors and Officers. To the fullest extent permitted or required by the Statute, the Corporation shall indemnify a Director or Officer against all Liabilities incurred by or on behalf of such Director or Officer in connection with a Proceeding in which the Director or Officer is a Party because he or she is a Director or Officer. 8.03. Procedural Requirements. (a) A Director or Officer who seeks indemnification under Section 8.02 shall make a written request therefor to the Corporation. Subject to Section 8.03(b), within sixty days of the Corporation's receipt of such request, the Corporation shall pay or reimburse the Director or Officer for the entire amount of Liabilities incurred by the Director or Officer in connection with the subject Proceeding (net of any Expenses previously advanced pursuant to Section 8.05). (b) No indemnification shall be required to be paid by the Corporation pursuant to Section 8.02 if, within such sixty-day period, (i) a Disinterested Quorum, by a majority vote thereof, determines that the Director or Officer requesting indemnification engaged in misconduct constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be obtained. (c) In either case of nonpayment pursuant to Section 8.03(b), the Board shall immediately authorize by resolution that an Authority, as provided in Section 8.04, determine whether the Director's or Officer's conduct constituted a Breach of Duty and, therefore, whether indemnification should be denied hereunder. (d) (i) If the Board does not authorize an Authority to determine the Director's or Officer's right to indemnification hereunder within such sixty-day period and/or (ii) if indemnification of the requested amount of Liabilities is paid by the Corporation, then it shall be conclusively presumed for all purposes that a Disinterested Quorum has affirmatively determined that the Director or Officer did not engage in misconduct constituting a Breach of Duty and, in the case of subsection (i) above (but not subsection (ii)), indemnification by the Corporation of the requested amount of Liabilities shall be paid to the Director or Officer immediately. 8.04. Determination of Indemnification. (a) If the Board authorizes an Authority to determine a Director's or Officer's right to indemnification pursuant to Section 8.03, then the Director or Officer requesting indemnification shall have the absolute discretionary authority to select one of the following as such Authority: (i) An independent legal counsel; provided, that such counsel shall be mutually selected by such Director or Officer and by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board; (ii) A panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in Wisconsin; provided, that (A) one arbitrator shall be selected by such Director or Officer, the second arbitrator shall be selected by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board, and the third arbitrator shall be selected by the two previously selected arbitrators, and (B) in all other respects (other than this Article VIII), such panel shall be governed by the American Arbitration Association's then existing Commercial Arbitration Rules; or (iii) A court pursuant to and in accordance with Section 180.0854 of the Statute. (b) In any such determination by the selected Authority there shall exist a rebuttable presumption that the Director's or Officer's conduct did not constitute a Breach of Duty and that indemnification against the requested amount of Liabilities is required. The burden of rebutting such a presumption by clear and convincing evidence shall be on the Corporation or such other party asserting that such indemnification should not be allowed. (c) The Authority shall make its determination within sixty days of being selected and shall submit a written opinion of its conclusion simultaneously to both the Corporation and the Director or Officer. (d) If the Authority determines that indemnification is required hereunder, the Corporation shall pay the entire requested amount of Liabilities (net of any Expenses previously advanced pursuant to Section 8.05), including interest thereon at a reasonable rate, as determined by the Authority, within ten days of receipt of the Authority's opinion; provided, that, if it is determined by the Authority that a Director or Officer is entitled to indemnification against Liabilities' incurred in connection with some claims, issues or matters, but not as to other claims, issues or matters, involved in the subject Proceeding, the Corporation shall be required to pay (as set forth above) only the amount of such requested Liabilities as the Authority shall deem appropriate in light of all of the circumstances of such Proceeding. (e) The determination by the Authority that indemnification is required hereunder shall be binding upon the Corporation regardless of any prior determination that the Director or Officer engaged in a Breach of Duty. (f) All Expenses incurred in the determination process under this Section 8.04 by either the Corporation or the Director or Officer, including, without limitation, all Expenses of the selected Authority, shall be paid by the Corporation. 8.05. Mandatory Allowance of Expenses. (a) The Corporation shall pay or reimburse from time to time or at any time, within ten days after the receipt of the Director's or Officer's written request therefor, the reasonable Expenses of the Director or Officer as such Expenses are incurred; provided, the following conditions are satisfied: (i) The Director or Officer furnishes to the Corporation an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct which constitutes a Breach of Duty; and (ii) The Director or Officer furnishes to the Corporation an unsecured executed written agreement to repay any advances made under this Section 8.05 if it is ultimately determined by an Authority that he or she is not entitled to be indemnified by the Corporation for such Expenses pursuant to Section 8.04. (b) If the Director or Officer must repay any previously advanced Expenses pursuant to this Section 8.05, such Director or Officer shall not be required to pay interest on such amounts. 8.06. Indemnification and Allowance of Expenses of Certain Others. (a) The Board may, in its sole and absolute discretion as it deems appropriate, pursuant to a majority vote thereof, indemnify a director or officer of an Affiliate (who is not otherwise serving as a Director or Officer) against all Liabilities, and shall advance the reasonable Expenses, incurred by such director or officer in a Proceeding to the same extent hereunder as if such director or officer incurred such Liabilities because he or she was a Director or Officer, if such director or officer is a Party thereto because he or she is or was a director or officer of the Affiliate. (b) The Corporation shall indemnify an employee who is not a Director or Officer, to the extent he or she has been successful on the merits or otherwise in defense of a Proceeding, for all Expenses incurred in the Proceeding if the employee was a Party because he or she was an employee of the Corporation. (c) The Board may, in its sole and absolute discretion as it deems appropriate, pursuant to a majority vote thereof, indemnify (to the extent not otherwise provided in Section 8.06(b) hereof) against Liabilities incurred by, and/or provide for the allowance of reasonable Expenses of, an employee or authorized agent of the Corporation acting within the scope of his or her duties as such and who is not otherwise a Director or Officer. 8.07. Insurance. The Corporation may purchase and maintain insurance on behalf of a Director or Officer or any individual who is or was an employee or authorized agent of the Corporation against any Liability asserted against or incurred by such individual in his or her capacity as such or arising from his or her status as such, regardless of whether the Corporation is required or permitted to indemnify against any such Liability under this Article VIII. 8.08. Notice to the Corporation. A Director, Officer or employee shall promptly notify the Corporation in writing when he or she has actual knowledge of a Proceeding which may result in a claim of indemnification against Liabilities or allowance of Expenses hereunder, but the failure to do so shall not relieve the Corporation of any liability to the Director, Officer or employee hereunder unless the Corporation shall have been irreparably prejudiced by such failure (as determined, in the case of Directors or Officers only, by an Authority selected pursuant to Section 8.04(a)). 8.09. Severability. If any provision of this Article VIII shall be deemed invalid or inoperative, or if a court of competent jurisdiction determines that any of the provisions of this Article VIII contravene public policy, this Article VIII shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such provisions which are invalid or inoperative or which contravene public policy shall be deemed, without further action or deed by or on behalf of the Corporation, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable; it being understood that it is the Corporation's intention to provide the Directors and Officers with the broadest possible protection against personal liability allowable under the Statute. 8.10. Nonexclusivity of Article VIII. The rights of a Director, Officer or employee (or any other person) granted under this Article VIII shall not be deemed exclusive of any other rights to indemnification against Liabilities or allowance of Expenses which the Director, Officer or employee (or such other person) may be entitled to under any written agreement, Board resolution, vote of shareholders of the Corporation or otherwise, including, without limitation, under the Statute. Nothing contained in this Article VIII shall be deemed to limit the Corporation's obligations to indemnify against Liabilities or allow Expenses to a Director, Officer or employee under the Statute. 8.11. Contractual Nature of Article VIII; Repeal or Limitation of Rights. This Article VIII shall be deemed to be a contract between the Corporation and each Director, Officer and employee of the Corporation and any repeal or other limitation of this Article VIII or any repeal or limitation of the Statute or any other applicable law shall not limit any rights of indemnification against Liabilities or allowance of Expenses then existing or arising out of events, acts or omissions occurring prior to such repeal or limitation, including, without limitation, the right to indemnification against Liabilities or allowance of Expenses for Proceedings commenced after such repeal or limitation to enforce this Article VIII with regard to acts, omissions or events arising prior to such repeal or limitation. ARTICLE IX. CONFLICTS OF INTEREST 9.01. Conflict of Interest Policy. No director, officer or other employee of the corporation shall acquire a cranberry producing property or a controlling interest in any entity which owns or operates such a property without first offering the opportunity to purchase such property or controlling interest to the corporation. This prohibition is not applicable to such properties or interests owned by any director, officer or employee of the corporation prior to the date of incorporation of this corporation. This Section 9.01 may only be amended or deleted pursuant to a vote of the corporation's shareholders. ARTICLE X. AMENDMENTS 10.01. By Shareholders. These bylaws may be amended or repealed and new bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders at which a quorum is in attendance. 10.02. By Directors. Except as otherwise provided by the Wisconsin Business Corporation Law or the articles of incorporation, these bylaws may also be amended or repealed and new bylaws may be adopted by the Board of Directors; provided, however, that the shareholders in adopting, amending or repealing a particular bylaw may provide therein that the Board of Directors may not amend, repeal or readopt that bylaw. 10.03. Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the bylaws then in effect but which is taken or authorized by affirmative vote of not less than the number of votes or the number of directors required to amend the bylaws so that the bylaws would be consistent with such action shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized. EX-5 4 FOLEY & LARDNER OPINION LETTER EXHIBIT 5 FOLEY & LARDNER A T T O R N E Y S A T L A W FIRSTAR CENTER 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5367 A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN MADISON BERLIN CHICAGO TELEPHONE (414) 271-2400 BRUSSELS WASHINGTON, D.C. DRESDEN JACKSONVILLE TELEX 26-819 FRANKFURT ORLANDO LONDON TALLAHASSEE (FOLEY LARD MIL) PARIS TAMPA SINGAPORE WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART TAIPEI WRITER'S DIRECT LINE July 22, 1996 Northland Cranberries, Inc. 800 First Avenue South Wisconsin Rapids, Wisconsin 54496 Ladies and Gentlemen: We have acted as counsel for Northland Cranberries, Inc., a Wisconsin corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-4 (the "Registration Statement"), including the prospectus constituting a part thereof (the "Prospectus"), to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance from time to time by the Company of up to 500,000 shares ("Shares") of the Company's Common Stock, $.01 par value (the "Common Stock"), in the manner set forth in the Registration Statement and Prospectus. In connection therewith, we have examined: (a) the Registration Statement, including the Prospectus; (b) the Company's Articles of Incorporation and By-laws, as amended to date and as proposed to be restated on the effective date of the Registration Statement; (c) proceedings of the Board of Directors of the Company relating to the authorization for issuance of the Shares; and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing under the Wisconsin Business Corporation Law ("WBCL"). 2. The Shares, when issued as described in the Registration Statement and Prospectus and pursuant to the definitive acquisition agreement applicable to such issuance, if any, will be legally issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof, except for debts owing to employees of the Company for services performed, but not exceeding six months' service in any one case, as provided in Section 180.0622(2)(b) of the WBCL. (See Local 257 of Hotel and Restaurant Employees and Bartenders International Union v. Wilson Street East Dinner Playhouse, Inc., Case No. 82-CV-0023, Cir. Ct. Branch 1, Dane County, Wisconsin); provided that prior to issuance of the Shares there shall be taken various actions or proceedings in the manner contemplated by us as counsel, which shall include the following: (a) the completion of the requisite procedures under the applicable provisions of the Act and applicable state securities laws and regulations; and (b) to the extent we determine necessary under applicable law, any applicable agreements and/or the Company's governing documents, the adoption of resolutions by the Board of Directors of the Company authorizing the issuance of any such Shares. We consent to the use of this opinion as an exhibit to the Registration Statement and to the reference of this firm therein. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/FOLEY & LARDNER FOLEY & LARDNER EX-23.1 5 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Northland Cranberries, Inc. on Form S-4 of our report dated June 6, 1995, incorporated by reference in the Annual Report on Form 10-K of Northland Cranberries, Inc. for the year ended March 3, 1995 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Milwaukee, Wisconsin July 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----