EXHIBIT 3.1.57
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. APPLIED FOR NO. 04-2393279
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)
merger of
SANM Acquisition Subsidiary, Inc.
and
Hadco Corporation
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the constituent corporations, into
Hadco Corporation
one of the constituent corporations
The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:
1. An agreement of merger has been duly adopted to compliance with the
requirements of General Laws, Chapter of 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The surviving corporation will furnish a
copy of said agreement to any its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.
2. The effective date of the merger determined pursuant to the agreement
of merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a later effective date is desired, specify such date which
should not be more than thirty days after the date of filing.
3. (For a merger)
The following amendments to the Articles of Organization of the
surviving corporation have been effected pursuant to the agreement of merger:
See Exhibit A attached hereto.
Delete the inapplicable word. **if there are no provisions state "None".
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper with a left margins of at least 1 inch. Additions to more than one article
may be made on a single sheet as long as each article requiring each addition so
clearly indicated.
(FOR A CONSOLIDATION)
(a) The purpose of the resulting corporation is to engage in the following
business activities:
(b) State the total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue.
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WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: Common:
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Preferred: Preferred:
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**(c) if more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.
**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
**(e) Other unlawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
** If there are not provisions state "None".
-2-
EXHIBIT A
TO
ARTICLES OF MERGER
OF SANM ACQUISITION SUBSIDIARY, INC.
WITH AND INTO
HADCO CORPORATION
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To carry on a general manufacturing and merchandising business
and to carry on any and all business permitted by the laws of the Commonwealth
of Massachusetts with respect to a corporation organized under Chapter 156B of
the General Laws.
ARTICLE III
State the total number of shares and par value, if any, of each class
of stock which the corporation is authorized to issue.
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WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: NONE Common: 1,000 $0.01
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Preferred: NONE Preferred: NONE
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ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
Not applicable.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon
the transfer of shares of stock any class are:
None.
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or any class of stockholders:
No Director or officer shall be disqualified by his office from dealing
or contracting as vendor, purchaser or otherwise, whether in his
individual capacity or through any other corporation, trust,
association, firm or joint venture in which he is interested as a
stockholder, director, trustee, partner or otherwise, with the
corporation or any corporation, trust, association, firm or joint
venture in which the corporation shall be a stockholder or otherwise
interested or which shall hold stock or be otherwise interested in the
corporation, nor shall any such dealing or contract be avoided, nor
shall any Director or officer so dealing or contracting be liable to
account for any profit or benefit realized through any such dealing or
contract to the corporation or to any stockholder or creditor thereof
solely because of the fiduciary relationship established by reason of
his holding such Directorship or office. Any such interest of a
Director shall not disqualify him from being counted in determining the
existence of a quorum at any meeting nor shall any such interest
disqualify him from voting or consenting as a Director or having his
vote or consent counted in connection with any such dealing or
contract.
No stockholder shall be disqualified from dealing or contracting as
vendor, purchaser or otherwise, either in his individual capacity or
through any other corporation, trust, association, firm or joint
venture in which he is interested as a stockholder, director, trustee,
partner or otherwise, with the corporation or any corporation, trust,
association, firm or joint venture in which the corporation shall be a
stockholder or otherwise interested or which he hold stock or be
otherwise interested in the corporation, nor shall any such dealing or
contract be avoided, nor shall any stockholder so dealing or
contracting be liable to account for any profit or benefit realized
through any such contract or dealing to the corporation or to any
stockholder or creditor thereof by reason of such stockholder holding
stock in the corporation to any amount, nor shall any fiduciary
relationship be deemed to be established by such stockholding.
Meetings of the stockholders of the corporation may be held at any
place within the United States.
The corporation may be a partner in any business enterprise it would
have power to conduct by itself.
The Directors may make, amend or repeal the By-Laws in whole or in
part, except with respect to any provision thereof which by law or the
By-Laws requires action by the stockholders.
No Director of the corporation shall be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
Director notwithstanding any statutory provision or other law imposing
such liability, except for liability of a Director (i) for any
breach of the Director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Sections 61 or 62 of Chapter 156B of the Massachusetts General
Laws, or (iv) for any transaction from which the Director derived an
improper personal benefit. No amendment or repeal of this paragraph
shall apply to or have any effect on the liability or alleged liability
of any Director of the corporation for or with respect to any acts or
omissions of such Director occurring prior to such amendment or repeal.