EXHIBIT 3A

 

                       RESTATED ARTICLES OF INCORPORATION

 

                                       OF

 

                                  INNOVEX, INC.

 

 

         Pursuant to the provisions of Chapter 302A of the Minnesota Statutes,

known as the Minnesota Business Corporation Act, and amendments thereto, the

following Restated Articles of Incorporation are adopted and shall supersede and

take the place of the existing Articles of Incorporation and all amendments

thereto.

 

                                   ARTICLE I.

                                      Name

 

         The name of the corporation shall be Innovex, Inc.

 

                                   ARTICLE II.

                                Business Purposes

 

         The purpose for which this corporation is organized are as follows:

 

         a.       General business purposes.

 

         b.       To do everything necessary, proper, advisable or convenient

                  for the accomplishment of the purposes herein above set forth,

                  and to do all other things incidental thereto or connected

                  therewith, which are not forbidden by the laws under which

                  this corporation is organized, by other laws, or by these

                  Articles of Incorporation.

 

         c.       To carry out the purposes hereinabove set forth in any state,

                  territory, district or possession of the United States, or in

                  any foreign country to the extent that such purposes are

                  forbidden by law, to limit in any certificate for application

                  to do business, the purposes or purpose which the corporation

                  proposes to carry on therein to such as are not forbidden by

                  law thereof.

 

                                  ARTICLE III.

                                    Duration

 

         The duration of the corporation shall be perpetual.

 

                                   ARTICLE IV.

                                Registered Office

 

         The location and post office address of the registered office of the

corporation in the State of Minnesota is 1313 5th Street S., Hopkins, Minnesota

55343.

 

                                   ARTICLE V.

                            Powers of the Corporation

 

         This corporation shall have all the powers granted to private

corporations organized for profit by said Minnesota Business Corporation Act,

and in furtherance and not in limitation of the powers conferred by the laws of

the State of Minnesota upon corporations organized for the foregoing purposes,

the corporation shall have the power:

 

         a.       To acquire, hold, mortgage, pledge or dispose of the shares,

                  bonds, securities or other evidences of indebtedness of the

                  United States of America, or of any domestic or foreign

                  corporation, and while the holder of such shares to exercise

                  all the privileges of ownership, including the right to vote

                  thereon, to the same extent as a natural person might or could

                  do, by the president of this corporation or by proxy appointed

                  to him, unless some other person, by resolution of the Board

                  of Directors, shall be appointed to vote such shares.

 

         b.       To purchase or otherwise acquire on such terms and in such

                  manner as the Bylaws of this corporation from time to time

                  provide, and to own all shares of the capital stock of this

                  corporation, and to reissue the same from time to time.

 

         c.       When and as authorized by the vote of the holders of not less

                  than a majority of the shares entitled to vote, at a

                  shareholders' meeting called for that purpose, or when

                  authorized upon the written consent of the holders of a

                  majority of such shares, to sell, lease, exchange or otherwise

                  dispose of all, or substantially all of its property and

                  assets including its goodwill, upon such terms and for such

                  consideration which may be money, shares, bonds, or other

                  instruments for the payment of money or other property as the

                  Board of Directors deems expedient or advisable.

 

         d.       To acquire, hold, lease, encumber, convey or otherwise dispose

                  of, either alone or in conjunction with others, real and

                  personal property within or without the state and to take real

                  and personal property by will or gift.

 

         e.       To acquire, hold, take over as a going concern and thereafter

                  to carry on, mortgage, sell or otherwise dispose of, either

                  alone or in conjunction with others, the rights, property,

                  shares, bonds, securities and other evidences of indebtedness,

                  including commodities and business of any person, entity,

                  partnership, limited partnership, association or corporation

                  heretofore or hereafter engaged in any business, the purpose

                  of which is similar to the purposes set forth in Article II of

                  these Articles of Incorporation.

 

         f.       To enter into any lawful arrangement for sharing profits,

                  union of interests, reciprocal association or cooperative

                  association with any corporation, association, partnership,

                  individual or other legal entity, for the carrying on of any

                  business, the purpose of which is similar to the purposes set

                  forth in Article II of these Articles of Incorporation or

                  limited partnership the purposes of which are similar to such

                  person.

 

                                   ARTICLE VI.

                            Mergers and Consolidation

 

         Any agreement for the consolidation or merger with one or more foreign

or domestic corporations may be authorized by vote of the holders of a majority

of the shares entitled to vote.

 

                                  ARTICLE VII.

                                  Capital Stock

 

         Section 1. The aggregate number of shares which this corporation shall

have authority to issue is 30,000,000 shares, par value $0.04 each, which shall

be known as "common stock."

 

         Section 2. Each of the common shares of this corporation now issued,

having a par value of $0.10 per share, shall be equal to and is hereby changed

into two and one-half fully paid nonassessable shares of this corporation,

having a par value of $0.04 per share, authorized to be issued under the

Articles of Incorporation, as hereby amended. Certificates for common shares

having a par value of $0.04 per share shall be issued in place and upon

surrender of certificates for shares having a par value of $0.10 per share now

issued, on the aforesaid basis; provided, however, that upon this amendment to

the Articles of Incorporation becoming effective, the holders of said shares now

issued shall thereupon cease to be holders of said shares and shall become

holders of the herein authorized common shares upon the basis hereinabove

specified, whether or not certificates representing said herein authorized

common shares are then issued and delivered.

 

         Section 3. The powers and duties of the shareholders and the Board of

Directors with respect to the common shares shall include:

 

         a.       The holders of the common stock shall be entitled to receive,

                  when and as declared by the Board of Directors, out of

                  earnings or surplus legally available therefor, dividends,

                  payable either in cash, in property or in shares of the

                  capital stock of the corporation.

 

         b.       The common stock may be allotted as and when the Board of

                  Directors shall determine, and, under and pursuant to the laws

                  of the State of Minnesota, the Board of Directors shall have

                  the power to fix or alter, from time to time, in respect of

                  shares then unallotted, any and all of the following: The

                  dividend rate; the redemption price; the liquidation price;

                  the conversion rights and the sinking or purchase fund rights

                  of shares of any class, or of any series of any class, or the

                  number of shares constituting any series of any class. The

                  Board of Directors shall also have the power to fix the terms,

                  provisions and conditions of options to purchase or subscribe

                  for shares of any class or classes, including the price and

                  conversion basis thereof, and to authorize the issuance

                  thereof. The Board of Directors shall also have the power to

                  issue shares of stock of the corporation for cash, services,

                  property, securities or assets of other business enterprises,

                  or otherwise, as it may from time to time deem expedient.

 

         c.       No holder of stock in the corporation shall be entitled to any

                  cumulative voting rights.

 

         d.       No holder of stock of the corporation shall have any

                  preferential, preemptive or other rights of subscription to

                  any shares of any class of stock of the corporation allotted

                  or sold or to be allotted or sold now or hereafter authorized,

                  or to any obligations convertible into the stock of the

                  corporation of the class, or any right of subscription to any

                  part thereof.

 

                                  ARTICLE VIII.

                                 Stated Capital

 

         The minimum amount of stated capital with which the corporation will

begin business is $1,000.00.

 

                                   ARTICLE IX.

                        Management and Additional Powers

 

         Section 1. The management and conduct of the business of the

corporation shall be vested in a Board of Directors, which shall consist of such

number of directors, not less than the minimum permitted by law, as shall be

fixed in the Bylaws, or in the absence of such provision in the Bylaws, as shall

be determined by the shareholders at any annual or special meeting thereof. The

term of the first Board of Directors, as hereinafter identified, shall extend

until the first shareholders' meeting subsequent to incorporation.

 

         Section 2. Except as otherwise herein provided, the term of office of

each director of the corporation shall be for a period of one (1) year, and

until his successor is elected and qualified, unless the director is removed as

provided by law.

 

         Section 3. At the first shareholders' meeting of the corporation

subsequent to incorporation, director or directors shall be elected to serve

until the next annual meeting of shareholders and until a successor or

successors are elected and qualified. Thereafter, all directors shall be elected

for the full term of one (1) year and until their respective successors are

elected and qualified, unless removed as provided by law. If a vacancy in the

Board of Directors occurs during the term of any director, a successor director

to serve during the unexpired portion of said term may be elected by the

remaining directors.

 

         Section 4. The Board of Directors shall have the authority to accept or

reject subscription for capital stock made after incorporation and may grant

options to purchase or subscribe for capital stock. The Board of Directors shall

from time to time fix and determine the consideration for which the corporation

shall issue and sell its capital stock, and also the dividends to be paid by the

corporation upon the capital stock. The Board of Directors shall have authority

to fix the terms and conditions of rights to convert any securities of this

corporation into shares and to authorize the issuance of such conversion rights.

 

         Section 5. The Board of Directors shall have the authority to issue

bonds, debentures or other securities convertible into capital stock or other

securities of any class, or bearer warrants or other evidences of optional

rights to purchase and/or subscribe to capital stock or other securities of any

class, upon such terms, in such manner, and under such conditions as may be

fixed by resolution of the Board prior to the issue thereof.

 

         Section 6. The Board of Directors shall have the authority to make and

alter the Bylaws, subject to the power of the shareholders to change or repeal

the Bylaws.

 

         Section 7. A quorum for any meeting of shareholders to transact

business of this corporation except as otherwise specifically provided herein or

by law shall be the presence in person or by proxy of the holders of a majority

of the shares of common stock of the corporation outstanding and of record on

the record date set for such meeting.

 

         Section 8. No contract or other transaction between the corporation and

any person, firm, association or corporation, and no other act of this

corporation shall, in the absence of fraud, be invalidated or in any way

affected by the fact that any of the directors of the corporation are, directly

or indirectly, pecuniarily or otherwise interested in such contract, transaction

or other act or related to or interested in such person, firm, association or

corporation, as director, stockholder, officer, employee, member or otherwise.

Any director of the corporation, individually, or any firm or association of

which any director may be a member may be a party to or may be pecuniarily or

otherwise interested in any contract or transaction of the corporation, provided

that the fact that he individually or such firm or association is so interested

shall be disclosed or known to the Board of Directors or a majority of such

members thereof as shall be present at any meeting of the Board of Directors, or

of any committee of directors having the powers of the full Board, at which

action upon any such contract, transaction or other act is taken, and if such

fact shall be so disclosed or known, any director of this corporation so related

or otherwise interested may be counted in determining the presence of a quorum

at any meeting of the Board of Directors of such committee at which action upon

any such contract, transaction or act shall be taken and may vote thereat with

respect to such action with like force and effect as if he were not so related

or interested. Any director of the corporation may vote upon any contract or

other transaction between the corporation and any subsidiary or affiliated

corporation.

 

         Section 9. Officers and directors of this corporation may hold

positions as officers and directors of any other corporations in related

businesses, and their efforts to advance such corporations will not constitute a

breach of fiduciary loyalty to this corporation in the absence of a showing of

bad faith.

 

                                   ARTICLE X.

                                    Directors

 

         Section 1. No director of the corporation shall be personally liable to

the corporation or its shareholders for monetary damages for breach of fiduciary

duty as a director, except for liability (i) for any breach of the director's

duty of loyalty to the corporation or its shareholders; (ii) for acts or

omissions not in good faith or that involve intentional misconduct or a knowing

violation of law; (iii) under section 302A.559 or 80A.23 of Minnesota Statutes;

(iv) for any transaction from which the director derived any improper personal

benefit; or (v) for any act or omission occurring prior to the date when this

provision becomes effective.

 

         Section 2. The provisions of this Article XIII shall not be deemed to

limit or preclude indemnification of a director by the corporation for any

liability of a director which has not been eliminated by the provisions of this

Article XIII.

 

         Section 3. If Minnesota Statutes hereafter are amended to authorize the

further elimination or limitation of the liability of directors, then the

liability of a director of the corporation shall be eliminated or limited to the

fullest extent permitted by the Minnesota Statutes, as so amended.

 

                                   ARTICLE XI.

                                    Amendment

 

         Any provisions contained in these Articles of Incorporation may be

amended solely by the affirmative vote of the holders of a majority of the stock

entitled to vote.