EXHIBIT 3.99
Corporations Section Geoffrey S. Connor
P.O. Box 13697 Secretary of State
Austin, Texas 78711-3697
[GRAPHIC OMITTED]
Office of the Secretary of State
The undersigned, as Secretary of State of Texas, does hereby certify that the
attached is a true and correct copy of each document on file in this office as
described below:
AVISYS, INCORPORATED
Filing Number: 117804700
Articles Of Incorporation January 04, 1991
Articles Of Amendment March 15, 1999
Articles Of Amendment April 05, 2000
In testimony whereof, I have
hereunto signed my name officially
and caused to be impressed hereon
the Seal of State at my office in
Austin, Texas on June 11, 2004.
[GRAPHIC OMITTED]
Secretary of State
Come visit us on the internet at http://.www.sos.state.tx.us/
----------------------------
PHONE (512) 463-5555 FAX(512) 463-5709 TTY7-1-1
Prepared by: SOS-WEB
EXHIBIT 3.99
ARTICLES OF INCORPORATION
OF
AVISYS, INCORPORATED
ARTICLE ONE
The name of the corporation is AVISYS, Incorporated.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is the transaction of any and
all lawful business for which corporations may be incorporated under the Texas
Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority to
issue is Ten Thousand (10,000) shares of the par value of Twenty dollars
($20.00) per share
ARTICLE FIVE
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of not less than One Thousand
Dollars ($1,000.00) consisting of money, labor done or property actually
received
ARTICLE SIX
The street address of its initial registered office is RR 1, Box 353 McQueeney,
Texas 78123-9801. The name of its initial registered agent at such address is
Ronald Austin Gates
ARTICLE SEVEN
The number of directors constituting the initial board of directors is one (1)
and the name and address of the person who is co serve as director until the
first annual meeting of the shareholders or until their successors are elected
and qualified is
Name Address
Ronald A. Gates RR 1, Box 353
- ---------------------------------------- -----------------------------------
McQueeney, Texas 78123
-----------------------------------
- ----------------------------------------
Incorporator
ARTICLE EIGHT
The name and address of the Incorporator are
Name Address
Ronald A. Gates RR 1, Box 353
- ---------------------------------------- -----------------------------------
McQueeney, Texas 78123
-----------------------------------
- ----------------------------------------
Incorporator
2
EXHIBIT 3.99
ARTICLE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
AVISYS, INCORPORATED
Pursuant to the provisions of Article 4.04 of the Texas Business Act,
AVISYS, INCORPORATED, a Texas corporation (the "Corporation") adopts the
following Articles of Amendment to its Articles of Incorporation.
ARTICLE ONE
The name of the Corporation is AVISYS, INCORPORATED.
ARTICLE TWO
ARTICLE FOUR of the original Articles of Incorporation is hereby
amended to read in its entirety as follows.
"ARTICLE FOUR
The aggregate number of shares that the corporation shall have
the authority to issue is One Million (1,000,000) shares of common
stock, with no par value.
The corporation shall have the authority to purchase, directly
or indirectly, its own shares to the extent of the aggregate of
unrestricted capital surplus available therefor and unrestricted
reduction surplus available therefor.
No shareholder of the corporation shall have the right of
cumulative voting at any election of directors or upon any other matter
No holder of securities of the corporation shall be entitled
as a matter of right, preemptive or otherwise, to subscribe for or
purchase any securities of the corporation now or hereafter authorized
to be issued, or securities held in the treasury of the corporation,
whether issued or sold for cash or other consideration or as a dividend
or otherwise. Any such securities maybe issued or disposed of by the
Board of Directors to such persons and on such terms as in its
discretion it shall deem advisable "
ARTICLE THREE
ARTICLE NINE is hereby added to read in its entirety as follows.
"ARTICLE NINE
No director shall be liable to the corporation or its
shareholders for monetary damages for an act or omission hi the
director's capacity as a director,
except that this Article does not eliminate or limit the Liability of
a director to the extent the director is found liable for
a. a breach of the director's duty of loyalty to the
corporation or its shareholders,
b. an act or omission not in good faith that constitutes
a breach of duty of the director to the corporation
or an act or omission that involves intentional
misconduct or a knowing violation of the law;
c. a transaction from which the director received an
improper benefit, whether or not the benefit resulted
from an action taken within the scope of the
director's office, or
d. an act or omission for which the liability of the
director is expressly provided by an applicable
statute,
Any repeal or modification of this Article by the shareholders
of the corporation shall be prospective only and shall not adversely
affect any limitation on the liability of a director of the corporation
existing at the time of such repeal or modification."
ARTICLE FOUR
ARTICLE TEN is hereby added to read in its entirety as follows:
"ARTICLE TEN
Any action required by the Texas Business Corporation Act to
be taken at any annual or special meeting of shareholders, or any
action which may be taken at any annual or special meeting of
shareholders, may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of shares
having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all
shares entitled to vote on the action were present and voted Any such
written consents shall be executed, dated and filed with the
corporation in the manner required by Article 9.10A of the Texas
Business Corporation Act "
ARTICLE FIVE
The foregoing amendment was adopted by the shareholders of the
Corporation on March 4, 1999.
ARTICLE SIX
The number of shares of the Corporation outstanding at the time of such
adoption was Fifty (50); and the number of shares entitled to vote thereon was
Fifty (50).
2
ARTICLE SEVEN
The holders of all of the shares outstanding and entitled to vote on
said amendment have signed a consent in writing adopting said amendment.
ARTICLE EIGHT
The manner in which any exchange, reclassification or cancellation of
issued shares provided for in these Articles of Amendment shall be effected is
as follows: each one (1) of the Fifty (50) currently issued outstanding shares
of the Corporation's $20.00 par value common stock (the "Prior Common Stock")
shall be, and is hereby, changed and reclassified into Ten Thousand Two Hundred
(10,200) shares of the Corporation's no par value Common Stock (the "New Common
Stock") without any further act of the Corporation or its shareholders, and each
holder of a certificate evidencing any of the issued and outstanding shares of
Prior Common Stock shall be entitled, upon surrender of such certificate, to
receive a new certificate evidencing the number of Bally paid and non assessable
shares of the New Common Stock into which the shares of Prior Common Stock are
changed and reclassified by these Articles of Amendment.
ARTICLE NINE
The manner in which these Articles of Amendment effect a change in the
amount of stated capital, and the amount of stated capital, as changed by these
Articles of Amendment, are as follows the One Thousand Dollars ($1,000) of
stated capital an the books of the Corporation as a result of the Issuance of
Fifty (50) shares of Prior Common Stock is transferred to the surplus account of
the Corporation as a result of the New Common Stock being without par value, and
the amount of stated capital of the Corporation after these Articles of
Amendment are effective shall be Zero Dollars ($0.00)
Dated March 4, 1999.
AVISYS, INCORPORATED
By:
--------------------------------
Ronald A. Gates
President
3
EXHIBIT 3.99
ARTICLE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
AVISYS, INCORPORATED
Pursuant to the provisions of Article 4.04 of the Texas Business Act,
AVISYS, INCORPORATED, a Texas corporation (the "Corporation") adopts the
following Articles of Amendment to its Articles of Incorporation.
ARTICLE ONE
The name of the Corporation is AVISYS, INCORPORATED.
ARTICLE TWO
Article Four of the original Articles of Incorporation is hereby
amended to read in its entirety as follows.
"The aggregate number of shares that the corporation shall have the
authority to issue is Twenty Million (20,000,000), of which Ten Million
(10,000,000) shall be designated Voting Common Stock, with no par value, Five
Million (5,000,000) shall be designated Non Voting Common Stock with no per
value, and Five Million (5,000,000) shall be designated Preferred Stock, with no
par value Voting Common Stock and Non Voting Common Stock are sometimes referred
to collectively in these Articles of Incorporation as "Common Stock"
Except as otherwise provided by law or by resolution or resolutions
providing for the issue of any series of shares of Preferred Stock, the holders
of the Voting Common Stock shall exclusively possess voting power for the
election of directors and for all other purposes, and the holders of Non Voting
Common Stock shall have no right to vote with respect to any matter except to
the extent such right to vote is expressly required by statute notwithstanding
any provisions of the Articles of Incorporation of the Corporation.
Except as otherwise provided by the resolution or resolutions providing
for the issue of any series of shares of Preferred Stock, the holders of shares
of Common Stock shall be entitled to the exclusion of the holders of shares of
Preferred Stock of any and all series, to receive such dividends and
distributions, out of funds legally available therefore, when, as and if they
may be declared by the Board of Directors.
Except as otherwise provided by the resolution or resolutions providing
for the issue of any series of shares of Preferred Stock, to the event of any
liquidation, dissolution or winding up of the corporation, whether voluntary or
involuntary, the holders of shares of Common Stock shall be entitled, to the
exclusion of the holders of shares of Preferred Stock of any and all series, to
share ratably according to the number of shares of Common Stock held by them, in
all assets of the corporation available for distribution to its shareholders
The Board of Directors is hereby authorized, at its option, from time
to time, to divide all or part of the Preferred Stock into series thereof, to
fix and determine the designations,
preferences, limitations, and relative rights, including without limitation
voting rights, of each series and to increase or decrease the number of shares
within each such series; provided, however, that the Board of Directors may not
decrease the number of shares within a series to less than the number of shares
within such series that are then Issued. Designations, preferences, limitations
and relative rights of shares of Preferred Stock may vary between series in any
and all respects, but all shares of the same series shall be identical in all
respects
No shareholder of the corporation shall have the right of cumulative
voting at any election of directors or upon any other matter.
Except as may be provided by resolution or resolutions providing for
the issue of any series of shares of Preferred Stock, no holder of securities of
the corporation shall be entitled as a matter of right, preemptive or otherwise,
to subscribe for or purchase any securities of the corporation now or hereafter
authorized to be issued, or securities held in the treasury of the corporation,
whether issued or sold for cash or other consideration or as a dividend or
otherwise Any such securities may be Issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable."
ARTICLE THREE
The foregoing amendment was adopted by the shareholders of the
Corporation on March 28, 2000
ARTICLE FOUR
The number of shares of the Corporation outstanding at the time of such
adoption was Five Hundred Thirteen Thousand (513,000), and the number of shares
entitled to vote thereon was Five Hundred Thirteen Thousand (513,000)
ARTICLE FIVE
The holders of alt of the shares outstanding and entitled to vote on
said amendment have signed a consent in writing adopting said amendment
ARTICLE SIX
The manner in which any exchange, reclassification or cancellation of
issued shares provided for in these Articles of Amendment shall be effected is
as follows each one (l) of the Five Hundred Thirteen Thousand (513,000)
currently issued outstanding shares of the Corporation's no par value common
stock (the "Prior Common Stock") shall be, and is hereby, changed and
reclassified into One (1) share of the Corporation's no par value Voting Common
Stock (the "New Common Stock") without any further at of the Corporation or its
shareholders, and each holder of a certificate evidencing any of the issued and
outstanding shares of Prior Common Stock shall be entitled, upon surrender of
such certificate, to receive a new certificate evidencing the number of fully
paid and non assessable shares of the New Common Stock into which the shares of
Prior Common Stock are changed and reclassified by these Articles of Amendment.
2
ARTICLE SEVEN
These Articles of Amendment do not effect a change in the amount of
stated capital of the Corporation.
Dated April 5 , 2000
---------------------------------
AVISYS, INCORPORATED
a Texas corporation
By:
------------------------------------------------
Ronald A. Gates
President
EXHIBIT 3.99
Corporations Section Geoffrey S. Connor
P.O. Box 13697 Secretary of State
Austin, Texas 78711-3697
[GRAPHIC OMITTED]
Office of the Secretary of State
June 16, 2004
Oliver Sandlin
3409 Executive Center Drive, Suite 205
Austin, TX 78731 USA
RE:
It has been our pleasure to approve and place on record your articles of merger.
The appropriate evidence is attached for your files. Payment of the filing fee
is acknowledged by this letter.
If we can be of further service at any time, please let us know.
Sincerely,
Corporations Section
Statutory Filings Division
Enclosure
Come visit us on the internet at http://.www.sos.state.tx.us/
----------------------------
PHONE (512) 463-5555 FAX(512) 463-5709 TTY7-1-1
Prepared by: Katy Blaylock
EXHIBIT 3.99
Corporations Section Geoffrey S. Connor
P.O. Box 13697 Secretary of State
Austin, Texas 78711-3697
[GRAPHIC OMITTED]
Office of the Secretary of State
CERTIFICATE OF MERGER
The undersigned, as Secretary of State of Texas, hereby certifies that the
attached articles of merger of
L3C CORPORATION
Foreign Business Corporation
DE, USA
[Entity not of Record, Filing Number Not Available]
Into
L-3 Communications Avisys Corporation
Domestic Business Corporation
[Filing Number: 117804700]
[formerly: AVISYS, INCORPORATED
have been filed in this office as of the date of this certificate.
Accordingly, the undersigned, as Secretary of State, and by the virtue of the
authority vested in the secretary by law, hereby issues this certificate of
merger.
Dated: 06/16/2004
Effective: 06/16/2004
[GRAPHIC OMITTED]
Geoffrey S. Connor
Secretary of State
Come visit us on the internet at http://.www.sos.state.tx.us/
----------------------------
PHONE (512) 463-5555 FAX(512) 463-5709 TTY7-1-1
Prepared by: Katy Blaylock
EXHIBIT 3.99
ARTICLES OF MERGER
OF
L3C CORPORATION
(a Delaware corporation)
INTO
AVISYS, INCORPORATED
(a Texas corporation)
Pursuant to Articles 5.01 and 5.04 of the Texas Business Corporation
Act (the "MCA"), the undersigned domestic corporations adopt the following
Articles of Merger for the purpose of merging Newco into the Surviving
Corporation (each as defined herein):
1. The names of the merging corporations are:
(a) L3C Corporation, Inc., a Delaware corporation ("Newco"), the
existence of which will cease following the merger contemplated herein;
and
(b) AVISYS, Incorporated, a Texas corporation ("Surviving
Corporation"), which shall be the surviving corporation of such merger.
2. The Plan of Merger attached as Exhibit A hereto (the "Plan") was
unanimously approved by the directors of each of the undersigned corporations in
the manner prescribed by the TBCA.
3. The name of the Surviving Corporation shall be amended to be "L-3
Communications Avisys Corporation" upon effectiveness of the merger.
4. An executed copy of the Plan is on file at the principal place of
business of the Surviving Corporation located at 8801 Wall Street, Building
8-800; Austin, Texas 78754.
5. A copy of the Plan will be furnished by each surviving and acquiring
corporation, on written request and without cost, to any shareholder of each
domestic corporation that is a party to the Plan and, to the extent required by
the TBCA, to any creditor or obligee of any party to the Plan.
6. The Plan was approved and unanimously adopted by written consent of
the shareholders of the Surviving Corporation dated effective June 14, 2004.
Only those shareholders possessing shares of the Surviving Corporation's Voting
Common Stock were entitled to participate in the vote to approve and adopt the
Plan: The number of shares of the Surviving Corporation's Voting Common Stock
outstanding as of the date of Plan approval and the number of shares of such
class voted for and against the Plan, respectively, was as follows;
======================================================================================================================
Designation of
Class or Series Number of Shares Number of Votes Number of Votes Number of Votes
Shaves Outstanding Entitled to Be Cast Cast for Cast Against
- ----------------------------------------------------------------------------------------------------------------------
Voting Common 417,000 417,000 417,000 0
Stock
======================================================================================================================
7. The Plan was approved and adopted by, vote of the sole shareholder
of Newco on June 14, 2004. The number of shares of Newco's Common Stock
outstanding as of the date of Plan approval and the number of shares of such
class voted for and against the Plan, respectively, was as follows:
======================================================================================================================
Class or Series Number of Shares Number of Votes Number of Votes Number of Votes
Shares Outstanding Entitled to Be Cast Cast for Cast Against
- ----------------------------------------------------------------------------------------------------------------------
Common 100 100 100 0
======================================================================================================================
8. The Plan and performance of its terms were duly authorized by all
action required by the laws udder which L3C Corporation was incorporated and by
its constituent documents.
[EXECUTION PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties to the aforementioned merger have duly executed
these Articles of Merger as of this 15th day of June, 2004.
L3C CORPORATION
By:
------------------------------------------------
Name: Christopher C. Cambria
Title: President and Secretary
AVISYS, INCORPORATED
By:
------------------------------------------------
Name:
Title:
3
IN WITNESS WHEREOF, the parties to the aforementioned merger have duly executed
these Articles of Merger as of this 15th day of June, 2004.
L3C CORPORATION
By:
------------------------------------------------
Name:
Title:
AVISYS, INCORPORATED
By:
------------------------------------------------
Name: Ronald A. Gates
Title: President
4
EXHIBIT 3.99
EXHIBIT A
PLAN OF MERGER
EXHIBIT 3.99
PLAN OF MERGER
OF
L3C CORPORATION
(a Delaware corporation)
INTO
AVISYS, INCORPORATED
(a Texas corporation)
THIS AGREEMENT AND PLAN OF MERGER (this "Plan") is entered into on this
15th day of line, 2004 by and between AVISYS, Incorporated, a Texas corporation
("Corporation"), and L3C Corporation, a Delaware corporation ("Newco").
ARTICLE I
PLAN OF MERGER
1.01 A plan of merger under the provisions of Articles 5.01 and 5.03 of the
Texas Business Corporation Act (the "MCA"), and Section 252 of the Delaware
General Corporation Law (the "DGCL") is adopted as follows:
(a) At the Effective Time, Newco will be merged into the
Corporation (the "Merger"). The Corporation, as it exists from
and after the Effective Time, is sometimes referred to herein
as the "Surviving Corporation". The Surviving Corporation
shall do business in accordance with and be governed by the
laws of the State of Texas.
(b) Surviving Corporation's name will be "L-3 Communications
Avisys Corporation".
1.02 The Effective Time of the Merger shall be 11:59 pm, prevailing local time
in New York City, New York, on June 16th, 2004.
ARTICLE II
TERMS AND CONDITIONS
2.01 At the Effective Time, the existence of Newco as a distinct entity will
cease. Thereafter, Surviving Corporation will succeed to the rights, title and
interest in and to all assets and property owned by Newco, without reversion or
impairment, without any further act, and without any transfer or assignment
having occurred, but subject to any liens or other encumbrances upon such assets
and property, Surviving Corporation will also be subject to all the debts and
obligations of Newco as the primary obligor, except as otherwise provided by law
or contract, and only Surviving Corporation shall be liable for such debts or
obligations.
2.02 Surviving Corporation will carry on business with the assets of the parties
to the Merger as in existence immediately prior to the Merger.
2.03 Pursuant to Article 5.04C of the Texas Business Corporation Act ("TBCA"),
the Surviving Corporation shall be responsible and obligated to pay all fees and
franchise taxes of Newco, if any.
ARTICLE III
CONVERTING SHARES
3.01 At the Effective Time, each full share of the issued and outstanding common
stock of the Corporation will be cancelled and extinguished and automatically
converted into the right to receive (i) a sum per share of cash determined in
accordance with that certain Merger Agreement between L-3 Communications
Corporation, a Delaware corporation, Newco and the Corporation executed June 7,
2004 ("Merger Agreement"), and (ii) a pro-rata share of any contingent
consideration, if any, as more fully described in the Merger Agreement.
3.02 All shares of capital stock of the Corporation that are owned directly or
indirectly by the Corporation or by Newco immediately prior to the Effective
Time shall be canceled as of the Effective Time without conversion, and no
consideration shall be delivered in exchange therefor.
3.03 Shares of capital stock of the Corporation issued and outstanding
immediately prior to the Effective Time that are held by any holder who is
entitled to demand and properly demands appraisal of such shares pursuant to,
and who complies in all respects with, the provisions of Articles 5.11, 5.12,
and 5.13 of the TBCA (such statutory provisions, the "Appraisal Rights
Sections", and such shares, "Dissenting Shares") shall not be converted into the
right to receive consideration, but instead the holder of such Dissenting Shares
shall be entitled solely to payment by Corporation of the fair value of such
Dissenting Shares in accordance with the provisions of the Appraisal Rights
Sections. At the Effective Time, the Dissenting Shares shall no longer be
outstanding and shall automatically be cancelled and shall cease to exist, and
each holder of Dissenting Shares shall cease to have any rights with respect
thereto, except the right to receive the fair value of such shares in accordance
with the provisions of the Appraisal Rights Sections. Notwithstanding the
foregoing, if any holder fails to perfect or otherwise waives, withdraws or
loses the right to appraisal under the Appraisal Rights Sections, or a court of
competent jurisdiction determines that such holder is not entitled to the relief
provided by the Appraisal Rights Sections, then the right of such holder to be
paid the fair value of such Dissenting $hares under the Appraisal Rights
Sections shall cease and such Dissenting Shares shall be deemed to have been
converted at the Effective Time into, and shall have become, the right to
receive cash and, subject to the terms and conditions hereof, a pro-rata share
of any contingent consideration, if any, all as more fully described in the
Merger Agreement.
3.04 Also at the Effective Time, each share of common stock, par value $0.0001
per share, of Newco issued and outstanding immediately prior to the consummation
of the Merger contemplated herein shall be converted into one validly issued,
fully paid and nonassessable share of common stock, par value $0.01 per share,
of the Surviving Corporation. Each certificate evidencing ownership of shares'
of the common stock of Newco will thereafter evidence ownership of such shares
of capital stock of the Surviving Corporation.
2
ARTICLE IV
ARTICLES OF INCORPORATION AND BYLAWS OF THE SURVIVING
CORPORATION
4.01 The Articles of Incorporation of the Corporation, as in effect immediately
prior to the Effective Time, shall be the Articles of Incorporation of the
Surviving Corporation until thereafter amended in accordance with the provisions
therein and as provided by the Texas Statute.
4.02 Upon the Effective Date, the name of the Surviving Corporation shall be
amended to be "L-3 Communications Avisys Corporation".
4.03 The Bylaws of Newco, as in effect immediately prior to the Effective Time,
shall be the Bylaws of the Surviving Corporation until thereafter amended.
ARTICLE V
DIRECTORS
5.01 The following person shall serve as the sole director of Surviving
Corporation until the next annual meeting or until his successors have been
elected and qualified:
Christopher C. Cambria
* * *
3
IN WITNESS WHEREOF, each of the undersigned has caused this Plan of Merger to be
executed this 15th day of June, 2004.
L3C CORPORATION
a Delaware corporation
By:
------------------------------------------------
Name: Christopher C. Cambria
Title: President and Secretary
AVISYS, INCORPORATED
a Texas corporation
By:
------------------------------------------------
Ronald Gates, President
4
IN WITNESS WHEREOF, each of the undersigned has caused this Plan of Merger to be
executed this 15th day of June, 2004.
L3C CORPORATION
a Delaware corporation
By:
------------------------------------------------
Name:
Title:
AVISYS, INCORPORATED
a Texas corporation
By:
------------------------------------------------
Ronald Gates, President
5
