Attached files
file | filename |
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8-K - FORM 8-K - Vericel Corp | a59068e8vk.htm |
EX-10.4 - EX-10.4 - Vericel Corp | a59068exv10w4.htm |
EX-10.3 - EX-10.3 - Vericel Corp | a59068exv10w3.htm |
EX-10.2 - EX-10.2 - Vericel Corp | a59068exv10w2.htm |
EX-99.2 - EX-99.2 - Vericel Corp | a59068exv99w2.htm |
EX-10.1 - EX-10.1 - Vericel Corp | a59068exv10w1.htm |
EX-99.1 - EX-99.1 - Vericel Corp | a59068exv99w1.htm |
Exhibit 3.1
BCS/CD-515(Rev. 08/10)
MICHIGAN DEPARTMENT OF ENERGY, LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES |
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Date Received MAR 23 2011 |
FILED MAR 23 2011 |
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This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | ||||||||
Name Aastrom Biosciences, Inc. |
Administrator | |||||||
Address Dominos Farms, Lobby K, 24 Frank Lloyd Wright Drive |
BUREAU OF COMMERCIAL SERVICES | |||||||
City Ann Arbor |
State Michigan |
ZIP Code 48105 |
EFFECTIVE DATE: | |||||
Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office. |
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
For use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162,
Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following
Certificate:
1. | The present name of the corporation is: | |
Aastrom Biosciences, Inc. | ||
2. |
The identification number assigned
by the Bureau is:
529-456 |
3. | Article III of the Articles of Incorporation is hereby amended to read as follows: |
The total authorized shares:
Common Shares 150,000,000
Preferred Shares 5,000,000
Preferred Shares 5,000,000
A statement of all or any of the relative rights, preferences and limitations of the shares of each
class is as follows:
See Rider attached hereto and made a part hereof.
See Rider attached hereto and made a part hereof.
Effective at 9:00 a.m. EST, on February 18, 2010, every eight outstanding shares of Common Stock
will be combined into and automatically become one share of
outstanding Common Stock of the
Corporation. The Corporation will not issue fractional shares on
account of the foregoing reverse stock split; all shares that are held by a shareholder as of the
effective date hereof shall be aggregated and each fractional share resulting from the reverse
stock split after giving effect to such aggregation shall be cancelled. In lieu of any interest in
a fractional share to which a shareholder would otherwise be entitled as a result of such reverse
stock split, such shareholder will be paid a cash amount for such fractional shares equal to the
product obtained by multiplying (a) the fraction to which the shareholder would otherwise be
entitled by (b) the per share closing price of the Corporations Common Stock on the trading day
immediately prior to the effective time of the Reverse Stock Split, as such price is reported on
the NASDAQ Capital Market.
COMPLETE ONLY ONE OF THE FOLLOWING:
4. Profit or Nonprofit Corporations: For amendments adopted by unanimous consent of incorporators
before the first meeting of the board of directors or trustees.
The foregoing amendment to the Articles of Incorporation was duly adopted on the ______________ day of
______________ , __________ , in accordance with the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the Board of Directors or Trustees.
Signed this __________ day of ______________ , __________
(Signature) | (Signature) | |
(Type or Print Name) | (Type or Print Name) | |
(Signature) | (Signature) | |
(Type or Print Name) | (Type or Print Name) |
5. Profit Corporation Only: Shareholder or Board Approval
The foregoing amendment to the Articles of Incorporation proposed by the board was duly adopted on the
21st day of March
, 2011 , by the: (check one of the following)
x | shareholders at a meeting in accordance with Section 611(3) of the Act. | ||
c | written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.) | ||
c | written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act. | ||
c | board of a profit corporation pursuant to section 611(2) of the Act. |
Profit Corporations and Professional Service Corporations
Signed this 22 day of March , 2011
By
|
/s/ Timothy Mayleben | |
(Signature of an authorized officer or agent) | ||
Timothy Mayleben,
President & CEO |
||
(Type or Print Name) |
RIDER TO ARTICLE III
PART A: COMMON STOCK
Section 1.
Voting Rights. One Vote Per Share. The holders of shares of Common Stock shall
be entitled to one vote for each share so held with respect to all matters voted on by the holders
of shares of Common Stock of the Corporation.
Section 2. Liquidation Rights. Subject to preferences applicable to any outstanding
shares of Preferred Stock, all distributions made or funds paid to the holders of Common Stock upon
the occurrence of any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation shall be made on the basis of the number of shares of Common Stock held
by each of them. A consolidation or merger of the Corporation with or into another
corporation or entity shall be regarded as a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section 2 unless such consolidation or merger is not
intended to effect a change in the ownership or control of the Corporation or of its assets and is
not intended to alter materially the business or assets of the Corporation, including, by way of
example and without limiting the generally of the foregoing: (i) a consolidation or merger which
merely changes the identity, form or place of organization of the Corporation, or which is between
or among the Corporation and any of its direct or indirect subsidiaries, or (ii) following such
merger or consolidation, shareholders of the Corporation immediately prior to such event own not
less than 51% of the voting power of such corporation immediately after such merger or
consolidation on a pro rata basis.
Section 3. Dividends. Dividends may be paid on the Common Stock as and when declared by the
Board of Directors, subject to preferences applicable to any outstanding shares of Preferred Stock.
PART B. PREFERRED STOCK
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors
of the Corporation is hereby authorized, within the limitations and restrictions stated in these
Restated Articles of Incorporation, to fix or alter the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences of any wholly unissued series of
Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or any of them, and to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series but not below the number of shares of such series
then outstanding. In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.