Exhibit 3.93
STATE OF DELAWARE )
) ss,
NEW CASTLE COUNTY )
I, Leo J. Dugan, Jr., Recorder of Deeds for New Castle County,
Delaware, do hereby certify that Certified Copy of Certificate of Incorporation
of "KLEIN ASSOCIATES INC." was received for record in this office on November 3,
1969 and the same appears of record in the Recorder's Office for said County.
Witness my hand and Official Seal, this third day of November, A.D,
1969.
---------------------------------------
Recorder.
CERTIFICATE OF INCORPORATION
OF
KLEIN ASSOCIATES INC.
1. The name of the corporation is
KLEIN ASSOCIATES INC.
2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is:
To conduct undersea search and survey; to develop, manufacture, sell
and lease, magnetic, optical, electrical and mechanical equipment; to engage in
research and consulting; to purchase and sell electronic and related equipment;
to design, construct, manufacture, sell and lease marine, submarine and other
vehicles; to maintain testing and standards facilities; to manufacture and sell
machine and/or mechanical parts, and electrical and electronic components; and
to design, manufacture, sell and lease recording apparatus and related parts and
supplies.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and
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privileges of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.
In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this Certificate of Incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.
The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the business and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent business
and purposes.
4. The total number of shares of stock which the corporation shall have
authority to issue is one hundred fifty thousand (150,000) and the par value of
each of such shares is One Cent ($0.01) amounting in the aggregate to Fifteen
Hundred Dollars ($1,500.00).
5A. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
- ---- ----------------
B. J. Consono 100 West Tenth Street
Wilmington, Delaware
F. J. Obara, Jr. 100 West Tenth Street
Wilmington, Delaware
J. L. Rivera 100 West Tenth Street
Wilmington, Delaware
2
5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:
NAME MAILING ADDRESS
- ---- ---------------
Martin Klein Route 111, R.F.D. #2
Salem, New Hampshire
Muriel Jacobs 334 Collins Avenue
Mount Vernon, New York
Joseph A. Louis 334 Collins Avenue
Mount Vernon, New York
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
To set apart out of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or by-laws, expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in accordance with statute,
to sell, lease or exchange all or substantially all of the property and assets
of the corporation, including its good
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will and its corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.
8. In the absence of fraud, no contract or other transaction between
this corporation and any other corporation or any partnership or association
shall be affected or invalidated by the fact that any director or officer of
this corporation is pecuniarily or otherwise interested in or is a director,
member or officer of such other corporation or of such firm, association or
partnership or is a party to or is pecuniarily or otherwise interested in such
contract or other transaction or in any way connected with any person or
persons, firm, association, partnership, or corporation pecuniarily or otherwise
interested therein; any director may be counted in determining the existence of
a quorum at any meeting of the board of directors of this corporation for the
purpose of authorizing any such contract or transaction with like force and
effect as if he were not so interested, or were not a director, member or
officer of such other corporation, firm, association or partnership.
9. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
10. The corporation shall indemnify its officers and directors to the
extent permitted by the General Corporation Law of Delaware.
11. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 31st day of
October, 1969.
B. J. Consono
-----------------------
F. J. Obara, Jr.
-----------------------
J. L. Rivera
-----------------------
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STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 31st day of October A.D. 1969, personally
came before me, a Notary Public for the State of Delaware, B. J. Consono, F. J.
Obara, Jr. and J. L. Rivera, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledge the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.
GIVEN under my hand and seal of office the day and year foresaid.
A. Dana Atwell
-----------------------------------
Notary Public
A. DANA ATWELL
NOTARY PUBLIC
APPOINTED OCT. 27, 1969
STATE OF DELAWARE
TERM TWO YEARS
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, Eugene Bunting, Secretary of the State of the State of Delaware, do
hereby certify that the above and foregoing is a true and correct copy of
Certificate of Incorporation of the "KLEIN ASSOCIATES INC.", as received and
filed in this office the third day of November, A.D. 1969, at 2 o'clock P.M.
IN TESTIMONY WHEREOF, I have hereunder set my hand and official seal at
Dover this third day of November in the year of our Lord one thousand nine
hundred and sixty-nine.
------------------------------
Secretary of State
------------------------------
Ass't Secretary of State
DELAWARE
PAGE 1
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "KLEIN ASSOCIATES INC.", CHANGING ITS NAME FROM "KLEIN ASSOCIATES
INC." TO "L-3 COMMUNICATIONS KLEIN ASSOCIATES, INC.", FILED IN THIS OFFICE ON
THE THIRTY-FIRST DAY OF OCTOBER, A.D. 2003, AT 11:50 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
-------------------------------------------
Harriet Smith Windsor, Secretary of State
0732415 8100 AUTHENTICATION: 2723092
030700424 DATE: 10-31-03
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:00 PM 10/31/2003
FILED 11:50 AM 10/31/2003
SRV 030700424 - 0732415 FILE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KLEIN ASSOCIATES INC.
(Pursuant to Sections 242 and 228 of the
General Corporation Law of the State of Delaware)
------------------------------------------------------------------------
Christopher C. Cambria hereby certifies that:
1. He is the Vice President and Secretary of Klein Associates Inc., a
Delaware corporation (the "Corporation").
2. Article I of the Certificate of Incorporation of the Corporation is
hereby amended to read in full as follows:
"l. The name of the corporation (hereinafter called the "Corporation")
is L-3 Communications Klein Associates, Inc."
3. The foregoing amendment of the Certificate of Incorporation of the
Corporation has been duly approved by the Board of Directors of the Corporation.
4. The foregoing amendment of the Certificate of Incorporation of the
Corporation has been duly approved by the required vote of shareholders entitled
to vote on such matter, pursuant to and in accordance with Sections 242 and 228
of the General Corporation Law of the State of Delaware. The total number of
shares entitled to vote on the foregoing matter is 820,900 shares of Common
Stock. The number of outstanding shares voting in favor of the foregoing
amendment was 820,900 (100%), which equaled or exceeded the vote required. The
percentage vote required to approve the foregoing amendment of the Certificate
of Incorporation of the Corporation was a majority of the outstanding shares of
Common Stock.
I further declare under penalty of perjury under the laws of the State
of Delaware that the matters set forth in this Certificate of Amendment are true
and correct of my own knowledge.
Dated: October 30, 2003
-----------------------------------
Christopher C. Cambria, Vice President and Secretary
