EXHIBIT 3.1.44
ARTICLES OF MERGER OF
EOG, INC.
(A DELAWARE CORPORATION)
WITH AND INTO
SCI TECHNOLOGY, INC.
(A ALABAMA CORPORATION)
Pursuant to the provisions of Section 10-2B-11.05 of the Alabama
Business Corporation Act, the undersigned corporations adopt the following
Articles of Merger.
1. An Agreement and Plan of Merger (the "Plan of Merger") has
been adopted in accordance with the provisions of 10-2B-11.03
of the Alabama Business Corporation Act providing for the
merger of EOG, Inc. with and into SCI Technology, Inc. (the
"Merger"). A copy of the Agreement and Plan of Merger is
attached hereto as Exhibit A.
2. The name and state of domicile of the constituent corporations
are as follows:
(a) EOG, Inc., a Delaware corporation ("EOG") and
(b) SCI Technology, Inc., an Alabama corporation ("SCI
Technology").
3. The Agreement and Plan of Merger was duly authorized and
approved by the directors and the sole shareholder of EOG
pursuant to Section 251 of the Delaware General Corporation
Law. All 1,000 shares of EOG presently issued and outstanding
voted to approve the Plan of Merger.
4. The Agreement and Plan of Merger was duly authorized and
approved by the directors and sole shareholder of SCI
Technology pursuant to Section 10-2B-11.03 of the Alabama
Business Corporation Act. All 1,000 shares of SCI Technology
presently issued and outstanding voted to approve the Plan of
Merger.
5. SCI Technology will be the entity surviving the Merger (the
"Surviving Corporation"), and the Articles of Incorporation of
SCI Technology, as filed with the Secretary of State of
Alabama, will be the Articles of Incorporation of SCI
Technology following the Merger.
6. The Articles of Incorporation of SCI Technology, Inc. are
filed in Madison County, Alabama.
7. The Merger shall be effective on June 30, 2001, at 11:59 p.m.
[REMAINDER OF PAGE INTENTIONAL LEFT BLANK]
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger"), dated as of
June 15, 2001, is by and between SCI TECHNOLOGY, INC., an Alabama corporation,
and each of SCI/EOG Holdings, Inc., a Delaware corporation, and EOG Holdings,
Inc., a Delaware corporation (collectively, the "Constituent Entities").
STATEMENT OF FACTS
The Board of Directors and sole shareholder of each of the Constituent
Entities have determined that it is advisable, and for the benefit of each of
SCI/EOG Holdings, Inc. and EOG, Inc. to merge with and into SCI TECHNOLOGY, INC.
on the terms and conditions hereinafter set forth, and by resolutions duly
adopted have approved the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Constituent Entities agree as
follows:
1. Each of SCI/EOG Holdings, Inc. and EOG, Inc. (sometimes
referred to herein as the "Terminating Corporations") shall be merged with and
into SCI TECHNOLOGY, INC., an Alabama corporation (sometimes referred to herein
as the "Surviving Corporation"), in accordance with the provisions of the
applicable statutes of the states of Delaware and Alabama, (the "Merger"). Upon
the consummation of the Merger, the separate existence of the Terminating
Corporations shall cease and the Surviving Corporation shall continue to exist
and shall be the surviving corporation.
2. The Articles of Incorporation, Bylaws, directors and officers
of SCI Technology, Inc. prior to the effective time and date of the Merger shall
be the Articles of Incorporation, Bylaws, Directors and officers of the
Surviving Corporation, without amendment.
3. At the Effective Time (as defined below), each share of stock
of the Terminating Corporations issued and outstanding immediately prior to the
Effective Time shall be automatically and without further action cancelled and
retired without consideration. Each share of stock held in the Surviving
Corporation issued and outstanding immediately prior to the Effective Time shall
remain issued and outstanding.
4. The directors and the proper officers of each of the
Constituent Entities are hereby authorized, empowered and directed to do any and
all acts and things, and to make, execute, deliver, file and record any and all
instruments, papers and documents necessary, proper or convenient to carry out
the Merger (including, without limitation, filing a description or plan of
merger or resolutions adopting the same in any form whatsoever, so long as such
document filed is not inconsistent with this Plan of Merger).
5. The merger of the Terminating Corporations and the Surviving
Corporation shall be effective upon the filing of the articles of merger and/or
certificates of merger necessary to effect the Merger, or such other date and
time as may be specified therein, or such other date and time as the directors
and proper officers of the Terminating Corporations and the Surviving
Corporation may determine (the "Effective Time").
[Remainder of this page intentionally left blank.]
-2-
IN WITNESS WHEREOF, the Constituent Entities have each caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
SURVIVING ENTITY:
SCI TECHNOLOGY, INC.
By: /s/ Michael M. Sullivan
---------------------------------
Name: Michael M. Sullivan
Title: General Counsel & Secretary
TERMINATING CORPORATIONS:
SCI/EOG HOLDINGS, INC.
By: /s/ Michael M. Sullivan
---------------------------------
Name: Michael M. Sullivan
Title: General Counsel & Secretary
EOG, INC.
By: /s/ Michael M. Sullivan
---------------------------------
Name: Michael M. Sullivan
Title: General Counsel & Secretary
IN WITNESS WHEREOF, the Surviving Corporation has executed these
Articles of Merger this ____ day of June, 2001.
SCI TECHNOLOGY, INC.
(SURVIVING CORPORATION)
By: /s/ Michael M. Sullivan
---------------------------------
Name: Michael M. Sullivan
Title: General Counsel & Secretary
-2-