EXHIBIT 3.117
RESTATED CERTIFICATE OF INCORPORATION
OF
THE TITAN CORPORATION
THE TITAN CORPORATION, a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The name of the Corporation is THE TITAN CORPORATION. This Corporation
was originally incorporated under the name "Electronic Memories & Magnetics
Corporation." The date of filing the Corporation's original Certificate of
Incorporation with the Secretary of State of the State of Delaware was July 11,
1969.
2. The text of the Certificate of Incorporation as amended or supplemented
heretofore is hereby restated to read as herein set forth in full:
First: The name of this Corporation is The Titan Corporation.
Second: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at that address is The Corporation Trust
Company.
Third: The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
Fourth: The Corporation is authorized to issue two classes of shares of
stock, which shall be designated Preferred Stock and Common Stock, respectively.
The total number of shares of all classes of stock which the Corporation shall
have authority to issue shall be 22,500,000, consisting of 2,500,000 shares of
Preferred Stock of the par value of $1 per share, and 20,000,000 shares of
Common Stock of the par value of $.01 per share.
Preferred Stock: Preferred Stock may be issued from time to time in one or
more series. The initial series of Preferred Stock is designated $1.00
Cumulative Convertible Preferred Stock (referred to hereinafter as the "Initial
Series Preferred Stock"), and the number of shares of the Initial Series
Preferred Stock is 1,068,102 shares.
1. Initial Series of Preferred Stock. The powers, preferences and rights,
and qualifications, limitations or restrictions thereof, of the Initial Series
Preferred Stock shall be as follows:
(a) Dividends. The holders of outstanding shares of Initial Series
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors of the Corporation out of any funds legally available therefor,
cash dividends at the rate of One Dollar ($1.00) per shares per annum. Dividends
shall be payable quarterly on the 10th day of each March, June, September and
December in each year. Such dividends shall be cumulative and shall accrue
daily, whether or not earned or declared, from the date of issuance or, in the
case of Initial Series
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Preferred Stock issued when other shares of such stock are outstanding, from the
end of the last quarterly dividend period for which dividends have been paid in
full on outstanding Initial Series Preferred Stock. No dividend or other
distribution, other than a dividend solely in shares of the class or series upon
which it is distributed, shall be paid upon or declared or set apart for any
share of any class or series junior as to dividends to the Initial Series
Preferred Stock for any quarterly dividend period unless the dividends accrued
and payable on the Initial Series Preferred Stock for that period and all prior
periods have been paid or declared. No interest shall be payable on any
accumulation of unpaid dividends.
(b) Voting Rights. The holders of shares of Initial Series Preferred Stock
shall be entitled to one-third vote per share in the election of directors and
all other matters coming before any vote of the stockholders. Except as
otherwise provided by law and hereinbelow, such shares shall not vote as a
class.
If and whenever accrued dividends on the Initial Series Preferred Stock
shall not have been paid, or declared and a sum sufficient for the payment
thereof set aside, in an amount equivalent to six (6) quarterly dividends on all
shares of Initial Series Preferred Stock at the time outstanding, then and in
such event the holders of the Initial Series Preferred Stock, voting separately
as a class, shall be entitled at any annual meeting of the stockholders or
special meeting held in place thereof, or at a special meeting of the holders of
the Initial Series Preferred Stock called as hereinafter provided, to elect two
(2) directors. Such right of the holders of Initial Series Preferred Stock to
elect two (2) directors may be exercised until all dividends in default on the
Initial Series Preferred Stock shall have been paid in full or declared and
funds sufficient therefor set aside, and when so paid or provided for the right
of the holders of Initial Series Preferred Stock to elect such number of
directors shall cease, but subject always to the same provisions for the vesting
of such voting rights in the case of any such future dividends default or
defaults. At any time when such voting rights shall have so vested in the
holders of the Initial Series Preferred Stock, the Secretary of the Corporation
may, and upon the written request of the holders of not less than twenty five
percent of the number of shares of the Initial Series Preferred Stock then
outstanding, addressed to him at the principal office of the Corporation, shall,
call special meeting of the holders of the Initial Series Preferred Stock for
the election of the directors to be elected by them as hereinafter provided, to
be held in the case of such written request within forty (40) days after
delivery of such request, and in either case to be held at the place and upon
the notice provided by law and in the By-Laws for the holding or meetings of
stockholders; provided, however, that the Secretary shall not be required to
call such a special meeting in the case of any such request received less than
ninety (90) days before the date fixed for the next ensuing annual meeting of
stockholders. No such special meeting and no adjournment thereof shall be held
on a date less than thirty (30) days before the annual meeting of the
stockholders or a special meeting held in place thereof next succeeding the time
when the holders of the Initial Series Preferred Stock become entitled to elect
directors as above provided. If at any such annual or special meeting or any
adjournment thereof the holders of at least a majority of the Initial Series
Preferred Stock then outstanding shall be present or represented by proxy, then
by vote of the holders of at least a majority of the shares of Initial Series
Preferred Stock present or so represented at such meeting, the then authorized
number of directors of the Corporation shall be increased by two (2) and the
holders of the Initial Series Preferred Stock shall be entitled to elect the
additional directors so provided for. The directors so elected shall serve until
the next annual meeting or until their respective successors shall be elected
and
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qualify, provided, however, that whenever the holders of the Initial Series
Preferred Stock shall be divested of voting rights as above provided, the terms
of office of all persons elected as directors by the holders of the Initial
Series Preferred Stock as a class, or elected to fill any vacancies resulting
from the death, resignation or removal of directors so elected by the holders of
Initial Series Preferred Stock, shall forthwith terminate, and the authorized
number of directors shall be reduced accordingly.
If, during any interval between any special meeting of the holders of the
Initial Series Preferred Stock for the election of directors to be elected by
them as provided above and next ensuing annual meeting of stockholders, or
between annual meetings of stockholders, or between annual meetings of
stockholders, or between annual meetings of stockholders for the election of
directors, and while the holders of the Initial Series Preferred Stock shall be
entitled to elect two (2) directors, the number of directors who have been
elected by the holders of the Initial Series Preferred Stock shall, by reason of
resignation, death or removal be less than the total number of directors subject
to election by the holders of the Initial Series Preferred Stock, (i) the
vacancy or vacancies in the directors elected by the holders of the Initial
Series Preferred Stock may be filled by a majority vote of the remaining
directors then in office, although less than a quorum, and (ii) if such vacancy
or vacancies be not so filled within forty (40) days after the creation thereof,
the Secretary of the Corporation shall call a special meeting of the holders of
the Initial Series Preferred Stock and such vacancy or vacancies shall be filled
at such special meeting of the holders of the Initial Series Preferred Stock and
such vacancy or vacancies shall be filled at such special meeting.
No director elected by the vote of the holders of Initial Series Preferred
Stock as a class, or elected by other directors to fill a vacancy resulting from
the death, resignation or removal of a director elected by such class vote, may
be removed from office by the vote or written consent of stockholders unless
such vote or written consent includes that of the holders of a majority of the
outstanding shares of Initial Series Preferred Stock.
So long as any shares of Initial Series Preferred Stock are outstanding,
the Corporation shall not, by an amendment to the Certificate of Incorporation
or by merger or consolidation or in any other manner, authorize or increase any
class or series of stock ranking prior to the Initial Series Preferred Stock
either as to payment of dividends or distribution of assets or both, or change
the preferences or limitation of the Initial Series Preferred Stock in any
material respect adverse to the holders thereof, without the affirmative vote or
written consent of the holders of at least two-thirds (2/3rds) of the shares of
Initial Series Preferred Stock at the time outstanding.
(c) Redemption. Shares of Initial Series Preferred Stock shall be
redeemable on and after, but not before, the fifth anniversary of the date upon
which the Agreement of Consolidation of which this Certificate is a part is
filed with the Secretary of State of the State of Delaware (the "filing date").
The Redemption Price per share shall be the amount shown in the following table
plus an amount equal to any accrued and unpaid dividends (whether or not earned
or declared) to the date fixed for redemption.
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REDEMPTION PRICE
PER SHARE
(EXCLUSIVE OF
DATE OF REDEMPTION UNPAID DIVIDENDS)
----------------
On and after fifth anniversary date of the filing date and prior to sixth $ 21.50
anniversary date thereof
On and after sixth anniversary date of the filing date and prior to seventh 21.25
anniversary date thereof
On and after seventh anniversary date of the filing date and prior to eighth 21.00
anniversary date thereof
On and after eighth anniversary date of filing date and prior to ninth anniversary 20.75
date thereof
On and after ninth anniversary date of filing date and prior to tenth anniversary 20.50
date thereof
On and after tenth anniversary date of filing date and prior to eleventh anniversary 20.25
date thereof
On and after eleventh anniversary date of the filing date 20.00
When the shares of Initial Series Preferred Stock shall have become subject
to redemption, they may be redeemed in whole or in part, but only at the option
of the Corporation, by the vote of its Board of Directors, at any time, or from
time to time, at the then applicable Redemption Price. In case of the redemption
of a part only of the shares then outstanding, the shares to be redeemed shall
be selected pro rata or by lot or in such other manner as the Board of Directors
may determine. At least thirty (30) days prior notice of every redemption shall
be mailed to the record holders of the shares to be redeemed at their addresses
shown on the books of the Corporation. Notice shall also be published at least
once not less then thirty (30) days prior to the redemption date in a daily
newspaper printed in the English language and published and of general
circulation in the Borough of Manhattan, City of New York.
If such notice of redemption shall have been made by the Corporation, and
if on or before the date fixed for redemption an amount in cash sufficient to
pay the Redemption Price of the shares called for redemption shall have been
deposited as a trust fund for the benefit of holders of such shares, with a bank
or trust company in the Borough of Manhattan, City of New York or City of Los
Angeles, California, and having capital, surplus and undivided profits of at
least $5,000,000.00, then after the making of such deposit the holders of such
shares shall be entitled to no rights whatsoever except (a) the right to receive
payment of the Redemption Price from such bank or trust company or from the
Corporation, as hereinafter provided, upon surrender of the certificates thereof
and (b) the right to exercise prior to the close of business on the date fixed
for redemption the right to convert the shares so called for redemption into
Common Stock as set forth herein below.
Any funds so deposited which shall not be required for such redemption
because of the exercise of such right to convert subsequent to the date of such
deposit shall be returned to the Corporation forthwith. Any interest accrued on
the funds so deposited shall belong to the Corporation and be paid to it from
time to time. Any funds so deposited by the Corporation and unclaimed at the end
of two years from the date fixed for such redemption shall be repaid to the
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Corporation, upon its request, after which repayment the holders of such shares
so called for redemption shall look only to the Corporation for payment of the
Redemption Price thereof.
On or after the date fixed for redemption and stated in such notice, each
holder of shares called for redemption shall surrender his certificate or
certificates evidencing such shares to the Corporation at the place designated
in such notice and shall thereupon be entitled to receive payment of the
Redemption Price. In case less than all the shares represented by any such
surrendered certificates are redeemed, a new certificate shall be issued
representing the unredeemed shares.
The Corporation shall not redeem or purchase less than all of the shares of
the Initial Series Preferred Stock outstanding at any time unless all dividends
upon the Initial Series Preferred Stock for all previous quarterly dividend
periods and for the current quarterly dividend period shall have paid or
declared and funds therefor set apart. The shares of Initial Series Preferred
Stock shall not be subject to the operation of a purchase, retirement or sinking
fund.
All shares of Initial Series Preferred Stock which shall have been redeemed
as herein provided shall be permanently retired and shall not be reissued and
the Corporation may from time to time take such appropriate corporate action as
maybe necessary to reduce the authorized Initial Series Preferred Stock
accordingly.
(d) Liquidation Preference. In the event of a voluntary or involuntary
liquidation or winding up or dissolution of the Corporation, the holders of
shares of Initial Series Preferred Stock shall be entitled to be paid Twenty
Dollars ($20.00) per share plus, in each case, a further amount equal to the
dividends unpaid and accrued thereon to the date of such distribution, and no
more, before any payment shall be made or any assets distributed to the holders
of any stock of any class or series ranking junior in liquidation to the Initial
Series Preferred Stock.
If the amounts payable upon liquidation on shares of Initial Series
Preferred Stock have been paid in full, the remaining assets and funds of the
Corporation shall be distributed among the holders of the Common Stock and the
holders of stock of any other class or series ranking junior in liquidation to
Initial Series Preferred Stock according to their respective interests; however,
if the amounts available for distribution upon liquidation to holders of Initial
Series Preferred Stock and of shares of any class or series ranking on a parity
with Initial Series Preferred Stock in liquidation are not sufficient to pay in
full the holders of all outstanding shares of Initial Series Preferred Stock and
of such class or series ranking on a parity with it, then such amounts shall be
distributed ratably among the holders of Initial Series Preferred Stock and the
holders of shares of such other class or series ranking on a parity with Initial
Series Preferred Stock, in proportion to the full preferential amounts to which
the holders of such shares are respectively entitled.
A consolidation or merger of this Corporation with or into any other
corporation or corporations, shall not be deemed to be a liquidation,
dissolution, or winding up within the meaning of this paragraph (d).
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(e) Conversion Rights. The holders of shares of Initial Series Preferred
Stock shall have conversion rights as follows:
(1) Each holder of shares of Initial Series Preferred Stock may at any
time on or prior to the close of business on such date, if any, as may have
been fixed for the redemption of said shares in any notice of redemption
given pursuant to the provisions hereof, upon surrender of the certificates
therefor, convert any or all of his shares of Initial Series Preferred
Stock into full paid and nonassessable shares of the Common Stock of the
Corporation at the rate of one-third (1/3rd) shares of Common Stock for
each share of Initial Series Preferred Stock surrendered for conversion,
provided, however, that no payment or adjustment shall be made on account
of any dividends due or accumulated on shares of Initial Series Preferred
Stock surrendered for conversion. Such conversion rights shall be exercised
by surrendering for such purpose to the Corporation, at any place where the
Corporation shall maintain a transfer agency for its Common Stock or its
Initial Series Preferred Stock, certificates representing the shares to be
converted, duly endorsed in blank or accompanied by proper instruments of
transfer, and upon such surrender the person exercising such option to
convert shall be deemed to be holder of record of the shares of Common
Stock issuable upon such conversion, notwithstanding that the shares
register of the Corporation shall then be closed or the certificates
representing such shares of Common Stock shall not then be actually
delivered to him.
(2) The number of shares of Common Stock into which shares of Initial
Series Preferred Stock may be converted shall be subject to adjustment from
time to time in certain cases as follows:
(a) In case the Corporation shall (i) pay a dividend in shares of
its Common Stock, (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller number
of shares, or (iv) issue by reclassification of its shares of Common Stock
any shares of the Corporation, the number and kind of shares into which the
Initial Series Preferred Stock is convertible shall be adjusted so that the
holder of any shares of Initial Series Preferred Stock thereafter
surrendered for conversion shall be entitled to receive the number and kind
of shares of the Corporation which he would have owned or have been
entitled to receive after the happening of any of the events described
above, had such a share of Initial Series Preferred stock been converted
immediately prior to the happening of such event. Such adjustment shall be
made whenever any of the events listed above shall occur and shall become
effective retroactively immediately after the record date in the case of
dividend and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification.
(b) In the case the Corporation shall issue rights or warrants to
all holders of its Common Stock entitling them to subscribe for or purchase
shares of Common Stock at a price per share less than the current market
price per share of Common Stock (as defined in Paragraph (d) below) at the
record date mentioned below, the number of shares of Common Stock into
which each share of Initial Series Preferred Stock shall thereafter be
convertible shall be determined by multiplying the number of
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shares of Common Stock into which such share of Initial Series Preferred
Stock was theretofore convertible by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding on the record
date for determination of holders entitled to receive such rights or
warrants plus the number of additional shares of Common Stock offered for
subscription or purchase, and of which the denominator shall be the number
of shares of Common Stock outstanding on such record date plus the number
of shares which the aggregate offering price (before deduction of
underwriting discounts or commissions and expenses) of the total number of
shares so offered would purchase at such current market price. Such
adjustment shall be made whenever such rights or warrants are issued, and
shall become affective retroactively immediately after the record date for
the determination of stockholders entitled to receive such rights or
warrants.
(c) In case the Corporation shall distribute to all holders of its
Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions) or rights to subscribe of warrants (excluding
those referred to in Paragraph (b) above), then in each such case the
number of shares of Common Stock into which each share of Initial Series
Preferred Stock shall thereafter be convertible shall be determined by
multiplying the number of shares of Common Stock into which such share of
Initial Series Preferred Stock was theretofore convertible by a fraction,
of which the numerator shall be the current market price per share of
Common Stock (as defined in Paragraph (d) below) at the record date
mentioned below, and of which the denominator shall be such current market
price per share of the Common Stock, less the then fair market value (as
determined by the Board of Directors of the Corporation, whose
determination shall be conclusive) of the portion of the evidences of
indebtedness, assets, rights to subscribe or warrants so distributed
applicable to one share of Common Stock. Such adjustment shall be made
whenever any such distribution is made and shall become effective
retroactively immediately after the record date for the determination of
shareholders entitled to receive such distribution.
(d) For the purpose of any computation under Paragraphs (b) and
(c) above, the current market price per share of Common Stock at any record
date shall be deemed to be the average of the daily closing prices for the
thirty consecutive business days commencing forty-five business days before
such record date. The closing price for each day shall be the last reported
sale price (regular way) or, in case no such reported sale takes place on
such day, the average of the reported closing bid and asked prices (regular
way), in either case on the New York Stock Exchange, or, if the Common
Stock is not listed on such Exchange, on the principal national securities
exchange on which the Common Stock is listed, or if not listed on any
national securities exchange, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time
to time by the Corporation for the purpose.
(e) In case of any capital reorganization or any reclassification
of the capital stock of the Corporation or in case of the consolidation or
merger of the Corporation with or into another corporation or the sale or
conveyance of all or substantially all of the assets of the Corporation to
another corporation, each share of Initial Series Preferred Stock shall be
convertible, as of the day following the date upon
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which such reorganization, reclassification, consolidation, merger, sale or
conveyance becomes effective, into the same hind and amount of securities
(including shares of stock) or other assets, or both, which were issuable
or distributable to the holders of outstanding shares of Common, Stock of
the Corporation upon such reorganization, reclassification, consolidation,
merger, sale or conveyance, in respect of that number of shares of Common
Stock into which such share of Initial Series Preferred Stock might have
been converted immediately prior to such reorganization, reclassification,
consolidation, merger, sale or conveyance; and in any such case,
appropriate adjustments (as determined by the Board of Directors) shall be
made in the application of the provisions herein set forth with respect to
the rights and interests thereafter of the holders of shares of Initial
Series Preferred Stock, to the end that the provisions set forth herein
(including provisions with respect to changes in, and other adjustments of,
the conversion rate) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or other assets thereafter
deliverable upon the conversion of shares of Initial Series Preferred
Stock.
(f) Whenever the number of shares of Common Stock or other
securities deliverable upon the conversion of shares of Initial Series
Preferred Stock shall be adjusted pursuant to the provisions hereof, the
Corporation shall forthwith file, at its principal office and with any
transfer agent or agents for shares of Initial Series Preferred Stock and
for shares of Common Stock, a statement, signed by the President or one of
the Vice Presidents of the Corporation, and by its Treasurer or one of its
Assistant Treasurers, stating the adjusted number of its shares of Common
Stock or other securities deliverable per share or Initial Series Preferred
Stock calculated to the nearest one-hundredth (1/100) and setting forth in
reasonable detail the method of calculation and the facts requiring such
adjustment and upon which such calculation is based. Each adjustment shall
remain in effect until a subsequent adjustment hereunder is required.
(g) The Corporation shall at all times reserve and keen available
out of its authorized but unissued shares of Common Stock the full number
of shares of Common Stock deliverable upon conversion of all the then
outstanding shares of Initial Series Preferred Stock and shall take all
such action as may be necessary to enable the Corporation lawfully to issue
such shares of Common Stock upon the conversion of shares of Initial Series
Preferred Stock.
(h) No fractional shares of Common Stock shall be issued upon
conversion, but in lieu thereof non-dividend bearing, non-voting scrip
(exchangeable for full shares) shall be issued in such term, bearer or
registered, in such denominations, expiring after such reasonable time and
containing such provision for the sale of the full number of shares of
Common Stock for which such scrip is exchangeable for the account of the
holders of such scrip and such other terms and provisions, as the Board of
Directors of the Corporation may from time to time determine prior to the
issue of such scrip. The Corporation may, however, at its option, in lieu
of issuing such scrip, make such equitable provision for the stockholders
entitled to such scrip as the Board of directors may determine, including
payment in cash, or sale of stock to the extent of such scrip and
distribution of the net proceeds or otherwise. The number of full shares
issuable upon conversion shall be computed on the basis of the aggregate
number of
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shares of Initial Series Preferred Stock evidenced by certificates
surrendered for conversion at one time by the same holder.
(i) All shares of Initial Series Preferred Stock which shall have
been surrendered for conversion as herein provided shall be permanently
retired and shall not be reissued, and the Corporation may from time to
time take such appropriate corporate action as may be necessary to reduce
the authorized Initial Series Preferred Stock accordingly.
2. Other Series of Preferred Stock. With respect to any and all series of
Preferred Stock other than Initial Series Preferred Stock, the Board of
Directors of the Corporation is hereby expressly authorized to fix by resolution
or resolutions:
(i) The distinctive designation and number of shares comprising such
series, which number may (except where otherwise provided by the Board of
Directors in creating such series) be increased or decreased (but not below
the number of shares than outstanding) from time to time by like action of
the Board of Directors;
(ii) The dividend rights and rate of such series, the conditions and
times upon which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other class of stock
or series thereof, or any other series of the same class, and whether
preferential dividends, if any, shall be cumulative or non-cumulative;
(iii) Whether and the conditions upon which the shares of such series
shall be subject to redemption by the Corporation and the times, prices and
other terms and provisions upon which the shares of the series may be
redeemed;
(iv) Whether or not the shares of the series shall be subject to the
operation of a retirement or sinking fund to be applied to the purchase or
redemption of such shares and, if such retirement or sinking fund be
established, the annual amount thereof and the terms and provisions
relative to the operation thereof;
(v) Whether or not the shares of the series shall be convertible into
or exchangeable for shares of any other class or classes, or of any other
series of the same class, and, if provision is made for conversion or
exchange, the times prices, rates, adjustments, and other terms and
conditions of such conversion or exchange;
(vi) Whether or not the shares of the series shall have voting rights,
in addition to the voting rights provided by law, and, if so, the terms of
such voting rights;
(vii) The rights of the share of the series in the event of voluntary
or involuntary liquidation, dissolution, or upon the distribution of assets
of the Corporation;
(viii) Any other powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such series, as the Board of
Directors may deem advisable and as shall not be inconsistent with the
provisions of this Certificate of Incorporation.
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Voting Rights of Common Stock: The holders of Common Stock of the
Corporation shall be entitled to one vote per share in the election of directors
and upon each other matter coming before any vote of stockholders.
Fifth: No holders of any shares of any class or series of stock of the
Corporation shall have any preemptive right to subscribe to any additional
issues of any class or series of stock or other securities of the Corporation.
Sixth: Whenever the vote of stockholders at a meeting thereof is required
or permitted to be taken for in connection with any corporate action, the
meeting and vote of stockholders may be dispensed with and such action may be
taken with the written consent of stockholders having not less than the minimum
percentage of the total vote required by statute for the proposed corporate
action, provided that prompt notice be given to all stockholders of the taking
of corporate action without a meeting and by less than unanimous written
consent.
Seventh: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
Eighth: Meetings of stockholders may be held at such place, either within
or without the State of Delaware, as may be designated by or in the manner
provided in the By-Laws. 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.
Ninth: 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.
Tenth: In addition to the other powers expressly granted by statute, the
Board of Directors of the Corporation shall have the power to repeal, alter or
amend the By-Laws of the Corporation.
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Eleventh: Headings are for convenience of reference only and do not limit,
extend or otherwise affect the meaning of any section, subsection or paragraph.
3. This Restated Certificate of Incorporation was duly adopted by the Board
of Directors, at a meeting thereof duly called and held pursuant to the By-laws
on November 6, 1986, at which meeting a quorum was present and acting
throughout, in accordance with Section 245 of the Delaware General Corporation
Law.
4. The Restated Certificate of Incorporation only restates and integrates
and does not further amend the provisions of the Corporation's Certificate of
Incorporation as heretofore amended, and there is no discrepancy between those
provisions and the provisions of the Restated Certificate of Incorporation.
IN WITNESS WHEREOF, The Titan Corporation has caused this Restated
Certificate of Incorporation to be made and to be signed by Gene W. Ray, its
President, and attested by D. Marshall Nelson, its Secretary, this 6th day of
November, 1986.
THE TITAN CORPORATION
By: /s/ Gene W. Ray
-------------------
Gene W. Ray,
President
ATTEST:
/s/ D. Marshall Nelson
- ------------------------
D. Marshall Nelson,
Secretary
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
The Titan Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of The Titan Corporation
resolutions were duly adopted setting forth two proposed amendments to the
Restated Certificate of Incorporation of said Corporation, declaring said
amendments to be advisable and directing that the amendments proposed be
considered at the next annual meeting of the stockholders of said Corporation.
The first amendment renumbers Articles Ninth, Tenth and Eleventh of the
Restated Certificate of Incorporation as Articles Tenth, Eleventh and Twelfth
and adds a new Article Ninth to the Restated Certificate of Incorporation to
read in its entirety as follows:
"Ninth: A director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as director, except to the extent such limitation of liability is
prohibited by Delaware General Corporation Law as the same exists or may
hereafter be amended."
The second amendment amends the opening paragraph of Article Fourth of the
Restated Certificate of Incorporation, which paragraph now reads as follows:
"Fourth: The Corporation is authorized to issue two classes of shares of
stock, which shall be designated Preferred Stock and Common Stock, respectively.
The total number of shares of all classes of stock which the Corporation shall
have authority to issue shall be 22,500,000, consisting of 2,500,000 shares of
Preferred Stock of the par value of $1.00 per share, and 20,000,000 shares of
Common Stock of the par value of $.01 per share."
so that from and after adoption of the second amendment, said paragraph shall
read as follows:
"Fourth: The Corporation is authorized to issue two classes of stock, which
shall be designated Preferred Stock and Common Stock, respectively. The total
number of shares of all classes of stock which the Corporation shall have the
authority to issue shall be 32,500,000, consisting of 2,500,000 shares of
Preferred Stock of the par value of $1.00 per share, and 30,000,000 shares of
Common Stock of the par value of $.01 per share."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the annual meeting of the stockholders of said Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
2
IN WITNESS WHEREOF, The Titan Corporation has caused this Certificate to be
signed by Gene W. Ray, its President and Chief Executive Officer, and attested
by D. Marshall Nelson, its Secretary, this 25th day of June, 1987.
THE TITAN CORPORATION
By: /s/ Gene W. Ray
----------------------
President
ATTEST:
By: D. Marshall Nelson
--------------------------
Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/22/1998
981408772 - 0720430
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
THE TITAN CORPORATION
The Titan Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
FIRST: The Board of Directors of the Corporation declared an amendment to
the Corporation's Certificate of Incorporation, as amended (the "Certificate")
advisable and approved a resolution to delete Article Fourth of the Certificate
in its entirety and replace it with the following:
Fourth: The Corporation is authorized to issue two classes of
stock, which shall be designated Preferred Stock and Common
Stock, respectively. The total number of shares of all classes
of stock which the Corporation shall have the authority to
issue shall be 102,500,000, consisting of 2,500,000 shares of
Preferred Stock of the par value of $1.00 per share, and
100,000,000 shares of Common Stock of the par value of $.01
per share.
SECOND: Thereafter, the Board of Directors called a Special Meeting of the
Stockholders for October 21, 1998, at which the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and attached by its duly authorized officer this 21st day
of October, 1998.
By: /s/ CHERRYL BARR
----------------------------------
Cherryl Barr, Assistant Secretary
2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE TITAN CORPORATION
The Titan Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does herby certify:
FIRST: That the Board of Directors of the Corporation declared an amendment
to the Corporation's Restated Certificate of Incorporation, as amended (the
"Certificate"), advisable and approved a resolution to amend the opening
paragraph of Article Fourth of the Certificate to read as follows:
Fourth: The Corporation is authorized to issue two classes of
stock, which shall be designated Preferred Stock and Common
Stock, respectively. The total number of shares of all classes
of stock which the Corporation shall have the authority to
issue shall be 205,000,000, consisting of 5,000,000 shares of
Preferred Stock, par value $1.00 per share, and 200,000,000
shares of Common Stock, par value $.01 share.
SECOND: That thereafter, pursuant to resolutions of the Board of Directors,
the annual meeting of the Corporation's stockholders was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting on May 30, 2000 the necessary number of
shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, The Titan Corporation has caused this Certificate of
Amendment to be signed by its duly authorized officer, as of the 2nd day of
June, 2000.
The Titan Corporation
/s/ GENE RAY
-----------------------------
Gene W. Ray, Chairman, Chief Executive Officer
and President
ATTEST:
/s/ NICHOLAS J. COSTANZA
- ---------------------------
Name: Nicholas J. Costanza
Senior Vice President, General Counsel and Secretary
CERTIFICATE OF MERGER
OF
SATURN VI ACQUISITION CORP.
WITH AND INTO
THE TITAN CORPORATION
(UNDER SECTION 251 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
The Titan Corporation, a Delaware corporation ("Titan"), hereby certifies
that:
1. The name and state of incorporation of such of the constituent
corporations is as follows:
(a) The Titan Corporation, a Delaware corporation ("Titan"); and
(b) Saturn VI Acquisition Corp., a Delaware corporation ("Saturn").
2. The Agreement and Plan of Merger (the "Merger Agreement"), dated as of
June 2, 2005 and amended June 28, 2005, by and between Titan and Saturn has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 251 of the General
Corporation Law of the State of Delaware.
3. The surviving corporation in the merger is The Titan Corporation (the
"Surviving Corporation"). At the effective time of the merger, the name of the
Surviving Corporation will be changed to "L-3 Communications Titan Corporation."
4. Article First of the Amended and Restated Certificate of Incorporation
of Titan shall be amended by changing the name to "L-3 Communications Titan
Corporation" and as amended will be the Certificate of Incorporation of the
Surviving Corporation.
5. The executed Merger Agreement is on the file at an office of the
Surviving Corporation at 3303 Science Park Road, San Diego, CA 92121.
6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of the constituent
corporation.
7. This certificate of merger and merger provided for herein shall become
effective upon filing with Secretary of State of the State of Delaware.
2
IN WITNESS WHEREOF, Titan has caused this certificate to be signed as of
the 29th day of July, 2005.
THE TITAN CORPORATION
By: /s/ Mark W. Sopp
-------------------------------------
Name: Mark W. Sopp
Title: Senior Vice President, Chief
Financial Officer and Treasurer
