EXHIBIT 3.17
CERTIFICATE OF INCORPORATION
OF
JHK ACQUISITION CORPORATION
1. The name of the corporation is:
JHK Acquisition Corporation
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of such
shares is One Cent ($.01) amounting in the aggregate to Ten Dollars ($10.00).
5. The Board of Directors is authorized to make, alter or repeal the
bylaws of the corporation. Election of directors need not be by written ballot.
6. The name and mailing address of the incorporator is:
Steven J. Cox
Science Applications International Corporation
10260 Campus Point Drive, MS F-3
San Diego, CA 92121
7. The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified is as follows:
NAME MAILING ADDRESS
---- ---------------
Steven J. Cox 10260 Campus Point Drive
San Diego, CA 92121
H. Thomas Hicks 10260 Campus Point Drive
San Diego, CA 92121
8. The corporation is to have perpetual existence.
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.
10. 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 except for liability (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 Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 20th day of January, 1994.
/s/ Steven J. Cox
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STEVEN J. COX
2
CERTIFICATE OF MERGER OF JHK & ASSOCIATES
INTO JHK ACQUISITION CORPORATION
(Under Section 252 of the General Corporation Law
of the State of Delaware)
JHK Acquisition Corporation hereby certifies that:
1. The name and state of incorporation of each of the constituent
corporations are:
(a) JHK & Associates, a California Corporation; and
(b) JHK Acquisition Corporation, a Delaware Corporation.
2. An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by JHK & Associates, JHK
Acquisition Corporation and Science Applications International
Corporation, a Delaware corporation, in accordance with the
provisions of Section 252 of the General Corporation Law of the
State of Delaware.
3. The name of the surviving corporation is JHK Acquisition
Corporation. Upon the merger becoming effective, the name of the
surviving corporation shall be changed to, and its new name shall
be, JHK & Associates, Inc.
4. The Certificate of Incorporation of JHK Acquisition Corporation
shall be the Certificate of Incorporation of the surviving
corporation.
5. The surviving corporation is a corporation of the State of Delaware.
6. The executed Agreement and Plan of Merger is on file at the
principal place of business of JHK Acquisition Corporation, at 10260
Campus Point Drive, San Diego, California 92121.
7. A copy of the Agreement and Plan of Merger will be furnished by JHK
Acquisition Corporation on request and without cost, to any
stockholder of any constituent corporation.
8. The authorized capital stock of JHK & Associates consists of
2,000,000 shares of common stock, par value $.10 per share.
IN WITNESS WHEREOF, JHK Acquisition Corporation has caused this
Certificate to be signed by H. Thomas Hicks, its President, and Attested to by
Steven J. Cox, its Secretary, on April 1, 1994.
JHK ACQUISITION CORPORATION
By: /s/ H. Thomas Hicks
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H. Thomas Hicks, President
ATTEST:
By: /s/ Steven J. Cox
-----------------
Steven J. Cox, Secretary
2
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
JHK & ASSOCIATES, INC.
John M. Worthington hereby certifies that:
1. He is the duly elected and acting President of JHK & Associates, Inc.,
a Delaware corporation.
2. The Certificate of Incorporation of this corporation was originally
filed with the Secretary of State of the State of Delaware on January 21, 1994.
3. This Certificate of Amendment to the Certificate of Incorporation has
been duly approved by the Board of Directors of this corporation.
4. This Certificate of Amendment to the Certificate of Incorporation has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware by the Board of Directors and
the sole stockholder of this corporation.
5. Article 1 to the Certificate of Incorporation of this corporation is
hereby amended in its entirety to read as follows:
"1. The name of the corporation is:
TransCore ITS, Inc."
IN WITNESS WHEREOF, JHK & Associates, Inc. has caused this Certificate of
Amendment to the Certificate of Incorporation to be signed by its President and
attested to by its Secretary this 1st day of February, 2000.
JHK & ASSOCIATES, INC.
/s/ John M. Worthington
-----------------------
John M. Worthington
President
Attest:
By: /s/ Claudia F. Wiegand
----------------------
Claudia F. Weigand
Secretary