Exhibit 3 (1)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THERMO VOLTEK CORP.
Thermo Voltek Corp. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware,
hereby certifies as follows, pursuant to Section 242 of the
General Corporation Law of the State of Delaware:
1. That Article FOURTH of the Certificate of Incorporation
of the Corporation, as amended on November 12, 1992, is hereby
amended to increase the number of authorized shares of the
Corporation's Common Stock, $0.05 par value per share, from 10
million shares to 25 million shares and that such amendment is
hereby effected by amending the first sentence of said Article to
read as follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is
twenty-five million (25,000,000) shares, and the
par value of each such share is five cents
($0.05)."
2. That the Board of Directors of the Corporation at a
meeting held on June 12, 1996, duly adopted the following
resolutions:
RESOLVED, that it is in the best interests of the
Corporation that the authorized common stock of
the Corporation, $.05 par value, be increased to
25 million shares, and that, upon the approval of
such increase by the Corporation's Stockholders,
the proper officers of the Corporation be, and
each of them hereby are, authorized, empowered and
directed to execute on behalf of the Corporation a
Certificate of Amendment to the Corporation's
Restated Certificate of Incorporation to reflect
such increase, and to file, or cause to be filed,
such Certificate of Amendment with the Secretary
of State of the State of Delaware.
RESOLVED, that the Board of Directors recommend to the
Stockholders for approval at a Special Meeting of
Stockholders to be held on August 8, 1996 the
increase in authorized shares of the Corporation's
common stock to 25 million shares as approved by
the Directors in the preceding resolution.
PAGE
3. That on August 8, 1996, at the Corporation's Special
Meeting of Stockholders, the Amendment to the Corporation's
Restated Certificate of Incorporation was duly adopted by the
affirmative vote of Stockholders of the Corporation holding a
majority of the shares of Common Stock, $0.05 par value per
share, of the Corporation in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, this Certificate of Amendment has been
executed on behalf of the undersigned corporation by its duly
authorized officer and attested to by its duly authorized
Secretary this 15th day of August, 1996.
THERMO VOLTEK CORP.
By: John W. Wood Jr.
----------------
John W. Wood Jr.
President and
Chief Executive Officer
ATTEST:
By: Sandra L. Lambert
----------------------------
Sandra L. Lambert
Secretary