EXHIBIT 3.1.42
ARTICLES OF MERGER
OF AWI,
COLORADO MANUFACTURING TECHNOLOGY, INC., AND
SCI MANUFACTURING, INC
WITH AND INTO
SCI TECHNOLOGY, INC. 1.
I.
The Agreement and Plan of Merger attached hereto an Exhibit A (the
"Plan"), under which AWI, a California corporation; Colorado Manufacturing
Technology, Inc. ("CMT"), a Colorado corporation; and SCI Manufacturing, Inc.
("SCI Manufacturing"), an Alabama corporation, (collectively, the "Merging
Corporations") shall merge with and into SCI Technology, Inc. ("SCI
Technology"), an Alabama corporation, (collectively, the Merging Corporations
and SCI Technology are referred to herein as the "Constituent Corporations")
with SCI Technology to be the surviving corporation of the merger and to operate
under the corporate name "SCI Technology, Inc.," was duly approved by unanimous
written consent of the Boards of Directors of the Constituent Corporations on
January 30, 1990.
II.
All Four Million Nine Hundred Fifty-Two Thousand Four Hundred and
Eighty-Two (4,952,482) outstanding common shares and Five Million Three Hundred
Ninety-Eight Thousand (5,398,000) outstanding preferred shares of AWI, Two
Million Sixty-Two Thousand One Hundred and Twenty-Five (2,062,125) outstanding
shares of CMT, One Thousand (1,000) outstanding shares of SCI Manufacturing and
One Thousand (1,000) outstanding shares of SCI Technology were entitled to vote
on the Plan and duly approved the Plan by unanimous written consent on January
30, 1990.
III.
The Articles of Incorporation for each Alabama corporation which is a
party to this merger are filed in the respective counties listed below.
CORPORATION COUNTY
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SCI Manufacturing Madison
SCI Technology Madison
IV.
The merger shall be effective in the State of Alabama as of the time of
delivery to the Secretary of State of Alabama of these Articles of Merger so
certified and upon the issuance by the Secretary of State of Alabama of a
certificate of merger (the "Effective Date"). The merger shall be effective in
the State of California as of the Effective Date upon the delivery of a
counterpart
original of such Articles of Merger to the Office of the Secretary of State of
California for filing. The merger shall be effective in the State of Colorado as
of the Effective Date upon the delivery of a counterpart original of such
Articles of Merger to the Office of Secretary of State of Colorado for filing.
Each merger of a Merging Corporation with and into SCI Technology shall be
deemed a separate transaction and deemed effective as to each Constituent
Corporation as of the Effective Date in the state of incorporation of such
Constituent Corporation, regardless of the consummation of any of the other
transactions or the Effective Date as to any other Constituent Corporation.
IN WITNESS WHEREOF, the Constituent Corporations have caused these
Articles of Merger to be executed by their duly authorized officers and their
corporate seals affixed hereto, this 30th day of January, 1990.
AWI
By: /s/ Olin B. King
------------------------------------
Olin B. King, President
By: /s/ Michael M. Sullivan
------------------------------------
Michael M. Sullivan, Secretary
Attest: /s/ James R. Daniel
-----------------------------
James R. Daniel
Treasurer
[CORPORATE SEAL]
[SIGNATURES CONTINUED ON NEXT PAGE]
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COLORADO MANUFACTURING
TECHNOLOGY, INC.
By: /s/ A. Eugene Sapp, Jr.
------------------------------------
A. Eugene Sapp, Jr., President
By: /s/ Michael M. Sullivan
------------------------------------
Michael M. Sullivan, Secretary
Attest: /s/ James R. Daniel
-----------------------------
James R. Daniel
Treasurer
[CORPORATE SEAL]
SCI MANUFACTURING, INC.
By: /s/ A. Eugene Sapp, Jr.
------------------------------------
A. Eugene Sapp, Jr., President
By: /s/ Michael M. Sullivan
------------------------------------
Michael M. Sullivan, Secretary
Attest: /s/ James R. Daniel
----------------------------
James R. Daniel
Treasurer
[CORPORATE SEAL]
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[SIGNATURES CONTINUED ON NEXT PAGE]
SCI TECHNOLOGY, INC.
By: /s/ A. Eugene Sapp, Jr.
------------------------------------
A. Eugene Sapp, Jr., President
By: /s/ Michael M. Sullivan
------------------------------------
Michael M. Sullivan, Secretary
Attest: /s/ James R. Daniel
----------------------------
James R. Daniel
Treasurer
[CORPORATE SEAL]
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is entered into as of this 30th day
of January, 1990 (the "Agreement"), between AWI, a California corporation;
COLORADO MANUFACTURING TECHNOLOGY, INC. ("CMT"), a Colorado corporation; SCI
MANUFACTURING, INC. ("SCI Manufacturing"), an Alabama corporation (collectively
the "Merging Corporations"), and SCI TECHNOLOGY, INC., an Alabama corporation
(the "Surviving Corporation"). The Merging Corporations and the Surviving
Corporation are hereinafter sometimes referred to collectively as the
"Constituent Corporations."
W I T N E S S E T H
WHEREAS, AWI, a duly organized and validly existing corporation under
the laws of the State of California, is a wholly owned subsidiary of SCI
Manufacturing; and
WHEREAS, CMT, a duly organized and validly existing corporation under
the laws of the State of Colorado, is a wholly owned subsidiary of SCI
Manufacturing; and
WHEREAS, SCI Manufacturing, a duly organized and validly existing
corporation under the laws of the State of Alabama, is a wholly owned subsidiary
of SCI Systems (Alabama), Inc. ("SCI Alabama"); and
WHEREAS, SCI Technology, a duly organized and validly existing
corporation under the laws of the State Alabama, is a wholly owned subsidiary of
SCI Alabama; and
WHEREAS, the Boards of Directors of each of the Constituent
Corporations deem it advisable and for the benefit of each of the Constituent
Corporations and their respective shareholders that the Merging Corporations
merge with and into the Surviving Corporation, with the Surviving Corporation to
be the surviving corporation of the merger as an Alabama corporation and to
continue the business of the Constituent Corporations after the merger is
effective under the name "SCI Technology, Inc."; and
WHEREAS, the Boards of Directors of each of the Constituent
Corporations and the shareholders of the Merging Corporations have approved this
Agreement and the merger contemplated herein, pursuant to Sections 10-2A-140,
10-2A-142, 10-2A-66 and 10-2A-56 of the Alabama Business Corporation Act;
Sections 7-7-101, 7-7-103, 7-5-108(3) and 7-4-122(1) of the Colorado Corporation
Code; and Sections 1101, 1201, 1202, 307(b) and 603(a) of the California General
Corporation Law;
NOW, THEREFORE, for and in consideration of the above premises and of
the mutual agreements and covenants hereinafter contained, it is hereby agreed
by the parties hereto, subject to the conditions hereinafter not forth, that the
Merging Corporations be merged with and into the
Surviving Corporation, the corporate existence of which shall be continued as an
Alabama corporation under the name of "SCI Technology, Inc." and thereafter, the
individual existence of the Merging Corporations shall cease. Further, the terms
and conditions of the merger hereby agreed upon and the mode of carrying the
same into effect and the manner of dealing with the shares of each of the
Constituent Corporations are as follows:
1.
The designation and number of outstanding shares of each class and
series of stock for each of the Constituent Corporations are as follows:
(a) The Merging Corporations:
(i) AWI has authorized capital consisting of Twelve
Million (12,000,000) shares of no par value common stock, of
which Four Million Nine Hundred Fifty-Two Thousand Four
Hundred and Eighty-Two (4,952,482) shares are outstanding and
held by SCI Manufacturing, and Six Million (6,000,000) shares
of preferred stock of which Five Million Three Hundred
Ninety-Eight Thousand (5,398,000) shares are outstanding and
held by SCI Manufacturing.
(ii) CMT has authorized capital consisting of Ten Million
(10,000,000) shares of no par value common stock, of which Two
Million Sixty-Two Thousand One Hundred and Twenty-Five
(2,062,125) shares are outstanding and held by SCI
Manufacturing.
(iii) SCI Manufacturing has authorized capital consisting
of One Thousand (1,000) shares of ten cent ($0.10) par value
common stock, of which One Thousand (1,000) shares are
outstanding and held by SCI Alabama.
(b) The Surviving Corporation has authorized capital consisting of
One Thousand (1,000) shares of ten cent ($0.10) par value common stock, of which
One Thousand (1,000) shares are outstanding and held by SCI Alabama.
2.
The merger herein contemplated shall be effective in the State of
Alabama as of the time and date of filing of the Articles of Merger, to which
this Agreement shall be attached as an exhibit and incorporated by reference
therein, with the office of the Secretary of State of Alabama, and upon issuance
of a certificate of merger by the Secretary of State of Alabama (the "Effective
Date"); it shall be effective in the State of California as of the Effective
Date upon the delivery of a counterpart original of such Articles of Merger to
the Office of the Secretary of State of California for filing; and it shall be
effective in the State of Colorado as of the Effective Date upon the delivery of
a counterpart original of such Articles of Merger to the Office of the Secretary
of State of Colorado for
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filing. Each merger of a Merging Corporation with and into the Surviving
Corporation shall be deemed a separate transaction and deemed effective as to
each Constituent Corporation as of the Effective Date in the state of
incorporation of such Constituent Corporation, regardless of the consummation of
any of the other transactions or the Effective Date as to any other Constituent
Corporation.
3.
The Articles of Incorporation of the Surviving Corporation shall remain
unchanged by the merger contemplated herein.
4.
From and after the Effective Date, the Articles of Incorporation of the
Merging Corporations shall be deemed repealed and the Articles of Incorporation
of the Surviving Corporation shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.
5.
From and after the Effective Date, the By-Laws of the Merging
Corporations shall be deemed repealed and the By-Laws of the Surviving
Corporation shall continue in effect until the same shall be altered, amended or
repealed as therein provided or an provided by law.
6.
Upon the Effective Date, the directors and officers of the Surviving
Corporation shall be as follows:
DIRECTORS
Olin B. King
A. Eugene Sapp, Jr.
James R. Daniel
Name of Officer Office
A. Eugene Sapp, Jr. President
James R. Daniel Treasurer
Michael M. Sullivan Secretary
Wayne Shortridge Assistant Secretary
Said persons shall hold office until the next annual meeting of the shareholders
and directors of the Surviving Corporation and until their respective successors
are elected or appointed in accordance with the By-Laws of the Surviving
Corporation.
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7.
Upon the Effective Date, all of the assets and liabilities of AWI, CMT
and SCI Manufacturing shall be transferred to the Surviving Corporation in
exchange for the cancellation of all of the outstanding shares of the common and
preferred stock of AWI and CMT held by SCI Manufacturing and all of the
outstanding shares of the common stock of SCI manufacturing held by SCI Alabama.
8.
Upon the Effective Date, the separate existence of the Merging
Corporations shall cease, and in accordance with the terms of this Agreement,
the Surviving Corporation shall possess all the rights, privileges, immunities,
purposes and franchises, of a public as well as of a private nature, of the
Merging Corporations, and all property, real, personal and mixed, tangible and
intangible, all debts due on whatever account, and all other chosen in action
and all and every other interest of or belonging to or due to the Merging
Corporations shall be taken and deemed to be transferred to and vented in the
Surviving Corporation without further act or deed; and all property, rights and
privileges, powers and franchises and all and every other interest shall be
thereafter as effectively the property of the Surviving Corporation as they were
of the Merging Corporations. The Surviving Corporation shall thenceforth be
responsible and liable for all the liabilities and obligations of the Merging
Corporations, and any claim existing or action or proceeding pending may be
prosecuted as if the merger had not taken place, or the Surviving Corporation
may be substituted in its place. Neither the rights of creditors nor any liens
upon the property of the Merging Corporations shall be impaired by the merger.
9.
If at any time the Surviving Corporation shall consider or be advised
that any further assignments or assurances in law or any things are necessary or
desirable to vest in said corporation, according to the terms hereof, the title
to any property or rights of the Merging Corporations, the proper officers and
directors of the Merging Corporations shall and will execute and make all such
proper assignments and assurances and do all things necessary or proper to vest
title in such property or rights in the Surviving Corporation, and otherwise to
carry out the purposes of this Agreement.
10.
With respect to all leases and other agreements, instruments or
obligations under which any of the Constituent Corporations are obligated to
obtain a consent prior to the merger herein contemplated or in order to comply
with the conditions thereof, or to vest the respective interest herein in the
Surviving Corporation, the Constituent Corporations shall each exercise all
reasonable efforts to obtain such consent prior to the Effective Date.
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11.
From the date of this Agreement until the Effective Date or until the
abandonment of the merger pursuant to the provisions hereof, the Constituent
Corporations shall continue to conduct their respective businesses in the
ordinary course and none of the Constituent Corporations shall, without the
prior written consent of the others, engage in any transaction or incur any
obligations except in the ordinary course of business or as otherwise authorized
by this Agreement.
12.
Anything herein to the contrary notwithstanding, this Agreement may be
terminated and abandoned at any time prior to the filing of the Articles of
Merger by mutual consent of the Boards of Directors of all of the Constituent
Corporations, expressed in an instrument in writing signed on behalf of each by
its President and its Secretary.
13.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall be
deemed one and the same Agreement.
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IN WITNESS WHEREOF, the Constituent Corporations have caused this
Agreement to be executed on their respective behalf and the foregoing attested
by their respective duly authorized officers, as of the date hereinabove first
written.
SURVIVING CORPORATION:
SCI TECHNOLOGY, INC.
By: /s/ A. Eugene Sapp, Jr.
---------------------------------
A. Eugene Sapp, Jr., President
Attest: /s/ Michael M. Sullivan
-------------------------------
Michael M. Sullivan, Secretary
[CORPORATE SEAL]
MERGING CORPORATIONS
AWI
By: /s/ Olin B. King
---------------------------------
Olin B. King, President
Attest: /s/ Michael M. Sullivan
------------------------------
Michael M. Sullivan, Secretary
[CORPORATE SEAL]
[SIGNATURES CONTINUED NEXT PAGE]
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COLORADO MANUFACTURING,
TECHNOLOGY, INC.:
By: /s/ A. Eugene Sapp, Jr.
---------------------------------
A. Eugene Sapp, Jr., President
Attest: /s/ Michael M. Sullivan
-------------------------------
Michael M. Sullivan, Secretary
[CORPORATE SEAL]
SCI MANUFACTURING, INC.
By: /s/ A. Eugene Sapp, Jr.
---------------------------------
A. Eugene Sapp, Jr., President
Attest: /s/ Michael M. Sullivan
-------------------------------
Michael M. Sullivan, Secretary
[CORPORATE SEAL]
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