EXHIBIT 3.1.59
CERTIFICATE OF MERGER
MERGING
SUN ACQUISITION SUBSIDIARY, INC.
WITH AND INTO
SCI SYSTEMS, INC.
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Pursuant to Section 251 of the General Corporation Law of
the State of Delaware
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SCI Systems, Inc., a Delaware corporation ("SCI"), DOES HEREBY CERTIFY
AS FOLLOWS:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
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SCI Systems, Inc. Delaware
Sun Acquisition Subsidiary, Inc. Delaware
SECOND: That the Amended and Restated Agreement and Plan of
Reorganization (the "Merger Agreement"), dated as of July 13, 2001, among
Sanmina Corporation, a Delaware corporation, SCI and Sun Acquisition Subsidiary,
Inc., a Delaware corporation ("SUN"), setting forth the terms and conditions of
the merger of SUN with and into SCI (the "Merger"), has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 251 of the Delaware Law.
THIRD: The name of the surviving corporation in the Merger is SCI
Systems, Inc. (the "Surviving Corporation").
FOURTH: That pursuant to the Merger Agreement, from and after the
effective time of the Merger, the Certificate of Incorporation of the Surviving
Corporation shall be amended and restated in its entirety to read as set forth
in Exhibit A attached hereto.
FIFTH: That an executed copy of the Merger Agreement is on file at the
principal place of business of the Surviving Corporation at the following
address: SCI Systems, Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805.
SIXTH: That a copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: That the Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.
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IN WITNESS WHEREOF, SCI Systems, Inc. has caused this Certificate of
Merger to be executed in its corporate name as of the 6th day of December, 2001.
SCI SYSTEMS, INC.
By: /s/ A. Eugene Sapp, Jr.
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President and Chief Executive Officer
[SIGNATURE PAGE TO THE CERTIFICATE OF MERGER]
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EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
SCI SYSTEMS, INC.
1. The name of this corporation is SCI Systems, Inc.
2. The address of the corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, Zip Code 19801. The name of its registered
agent at such address is The Corporation Trust Company,
3. The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
4. The corporation is authorized to issue one class of shares to
be designated "Common Stock". The number of shares of Common Stock authorized to
be issued is One Thousand (1,000), with par value of $0.001 per share.
5. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter, amend
or repeal the Bylaws of the corporation.
6. The election of directors need not be by written ballot unless
the Bylaws of the corporation shall so provide.
7. (a) To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or as may hereafter be amended, a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Neither any amendment nor repeal of this Article, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article, shall eliminate or reduce the effect of this Article in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.
(b) The corporation shall indemnify each of the
corporation's directors and officers in each and every situation where under
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time ("Section 145"), the Corporation is permitted or empowered to
make such indemnification. The corporation may, in the sole discretion of the
Board of Directors of the corporation, indemnify any other person who may be
indemnified pursuant to
Section 145 to the extent the Board of Directors deems advisable, as permitted
by Section 145. The Corporation shall promptly make or cause to be made any
determination required to be made pursuant to Section 145.
8. Advance notice of new business and stockholder nomination for
the election of directors shall be given in the manner and to the extent
provided in the Bylaws of the corporation.
9. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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