Exhibit 3.7
Form BCA-2.10 ARTICLES OF INCORPORATION
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(Rev. Jan. 1999) This space for use by Secretary of State
Jesse White SUMBIT IN DUPLICATE!
Secretary of State -----------------------
Department of Business Services FILED This space for use by
Springfield, IL 62756 Secretary of State
hppt://www.sos.state.il.us MAR 5 1999
- ---------------------------------- Date 3-5-99
Payment must be made by certi-
fied check, cashier's check, Illi- JESSE WHITE Franchise Tax $ 25.00
nois attorney's check, Illinois SECRETARY OF STATE Filing Fee $ 75.00
C.P.A's check or money order, -------
payable to "Secretary of State." $100.00
Approved: [ILLEGIBLE]
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1. CORPORATE NAME: GA ACQUISITION ILLINOIS, INC.
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(The corporate name must contain the word "corporation", "company,"
"incorporated," "limited" or an abbreviation thereof.)
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2. Initial Registered Agent: CT CORPORATION SYSTEM
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First Name Middle Initial Last Name
Initial Registered Office: 208 South LaSalle Street
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Number Street Suite #
Chicago IL Cook 60604
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City County Zip Code
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3. Purpose or purposes for which the corporation is organized:
(If not sufficient space to cover this point, add one or more sheets of
this size.)
To engage in activity for which corporations may be formed under the
Illinois Business Corporation Act of 1983.
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4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:
Par Value Number of Shares Number of Shares Consideration to be
Class per Share Authorized Proposed to be Issued Received Therefor
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common $ 0.01 100 100 $100
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TOTAL = $100
Paragraph 2: The preferences, qualifications, limitations, restrictions
and special or relative rights in respect of the shares of each class are:
(If not sufficient space to cover this point, add one or more sheets of
this size.)
one class of common stock
EXPEDITED
038-101-1
MAR 5 1999
SECRETARY OF STATE
5. OPTIONAL: (a) Number of directors constituting the initial board of
directors of the corporation:_________________________________
(b) Names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or
until their successors are elected and qualify:
Name Residential Address City, State, ZIP
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6. OPTIONAL: (a) It is estimated that the value of all property to
be owned by the corporation for the following
year wherever located will be: $___________
(b) It is estimated that the value of the property
to be located within the State of Illinois
during the following year will be: $___________
(c) It is estimated that the gross amount of
business that will be transacted by the
corporation during the following year will be: $___________
(d) It is estimated that the gross amount of
business that will be transacted from places of
business in the State of Illinois during the
following year will be: $___________
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7. OPTIONAL: OTHER PROVISIONS
Attach a separate sheet of this size for any other provision to be
included in the Articles of Incorporation, e.g., authorizing
preemptive rights, denying cumulative voting, regulating internal
affairs, voting majority requirements, fixing a duration other
than prepetual, etc.
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8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)
The undersigned incorporator(s) hereby declare(s), under penalties or
prejury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated March 3 1999 1999
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(Month & Day) Year
Signature and Name Address
1. /s/ Sanford B. Kaynor, Jr. 1. 599 Lexington Avenue
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Signature Street
SANFORD B. KAYNOR, JR New York, New York 10022
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(Type or Print Name) City/Town State ZIP Code
2. 2.
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Signature Street
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(Type or Print Name) City/Town State ZIP Code
3. 3.
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Signature Street
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(Type or Print Name) City/Town State ZIP Code
(Signature must be in BLACK INK on original document. Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies).
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
president or vice president and verified by him, and attested by its secretary
or assistant secretary.
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FEE SCHEDULE
o The initial franchise tax is assessed at the rate of 15/1000 of 1 percent
($1.50 per $1,000) on the paid-in capital represented in this state, with
a minimum of $25.
o The filing fee is $75.
o The minimum total due (franchise tax + filing fee) is $100.
(Applies when the Consideration to be Received as set forth in Item 4 does
not exceed $16,667)
o The Department of Business Services in Springfield will provide assistance
in calculating the total fees if necessary.
Illinois Secretary of State Springfield, IL 62756
Department of Business Services Telephone (217) 782-9522 or
782-9523
Form BCA-11.25 ARTICLES OF MERGER
(Rev. Jan. 1999) CONSOLIDATION OR EXCHANGE File # 6038-101-1
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Jesse White SUMBIT IN DUPLICATE
Secretary of State -----------------------
Department of Business Services FILED This space for use by
Springfield, IL 62756 Secretary of State
Telephone (217) 782-6961 MAR 18 1999
hppt://www.sos.state.il.us Date 3/18/99
- ---------------------------------- JESSE WHITE
DO NOT SEND CASH! SECRETARY OF STATE Filing Fee $100.00
Remit payment in check or money
order, payable to "Secretary of Approved: [ILLEGIBLE]
State."
Filing Fee is $100, but if merger
or consolidation involves more
than 2 corporations, $50 for each
additional corporation.
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1. Names of the corporations proposing to merge, and the state or country of
their incorporation:
State or Country Corporation
Name of Corporation of Incorporation File Number
GA ACQUISITION ILLINOIS, INC. ILLINOIS 6038-101-1
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GA ACQUISITION DELAWARE, INC. DELAWARE
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2. The law of the state or country under which each corporation is
incorporated permits such merger, consolidation or exchange.
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3. (a) Name of the surviving corporation: GA ACQUISITION ILLINOIS, INC.
(b) It shall be governed by the laws of: ILLINOIS
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If not sufficient space to cover this point, add one or more sheets of
this size.
4. Plan of merger is as follows:
GA ACQUISITION DELAWARE, INC. will be merged with and into GA ACQUISITION
ILLINOIS, INC. with GA Acquisitions Illinois, Inc. surviving.
GA Acquisition Illinois' Articles of Incorporation shall remain in full
effect.
All the issued and outstanding shares of stock of each of GA Acquisition
Delaware, Inc. GA Acquisition Illinois, Inc. are owned by Precision
Partners, Inc. GA Acquisition Illinois, Inc.'s stock shall remain issued
and outstanding. The shares of GA Acquisition Delaware, Inc.'s stock and
rights therein shall be canceled.
The bylaws of GA Acquisition Illinois, Inc. in effect on the date of the
merger shall remain the bylaws of the surviving company. The directors and
officers of GA Acquisition Illinois, Inc. shall serve the same positions
with the surviving company until their successors have been elected and
qualified.
EXPEDITED
MAR 18 1999
SECRETARY OF STATE
5. Plan of merger was approved, as to each corporation not organized in
Illinois, incompliance with the laws of the state under which it is
organized, and (b) as to each Illinois corporation, as follows:
(The following items are not applicable to mergers under ss.11.30 -- 90%
owned subsidiary provisions. See Article 7.)
(Only "X" one box for each Illinois corporation)
By the shareholders, a reso-
lution of the board of directors By written consent of the
having been duly adopted and shareholders having not less
submitted to a vote at a meeting than the minimum number of votes
of shareholders. Not less than required by statute and by the By written consent of
the minimum number of votes articles of incorporation. ALL the shareholders
required by statute and by the Shareholders who have not entitled to vote on
articles of incorporation voted consented in writing have been the action, in
in favor of the action taken. given notice in accordance with accordance with
Name of Corporation (ss. 11.20) ss. 7.10 (ss. 11.220) ss. 7.10 & ss. 11.20
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GA ACQUISITION ILLINOIS, INC. |_| |_| |X|
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6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of
Illinois:
a. The surviving, new or acquiring corporation may be served with
process in the State of Illinois in any proceeding for the
enforcement of any obligation of any corporation organized under the
laws of the State of Illinois which is a party to the merger,
consolidation or exchange and in any proceeding for the enforcement
of the rights of a dissenting shareholder of any such corporation
organized under the laws of the State of Illinois against the
surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby
is irrevocably appointed as the agent of the surviving, new or
acquiring corporation to accept service of process in any such
proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to
the dissenting shareholders of any corporation organized under the
laws of the State of Illinois which is a party to the merger,
consolidation or exchange the amount, if any, to which they shall be
entitled under the provisions of "The Business Corporation Act of
1983" of the State of Illinois with respect to the rights of
dissenting shareholders.
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7. (Complete this item if reporting a merger under 11.30-90% owned
subsidiary provision)
a. The number of outstanding shares of each class of each merging
subsidiary corporation and the number of such shares of each class
owned immediately prior to the adoption of the plan or merger by the
parent corporation, are:
Total Number of Shares Number of Shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
_____________________ ______________________ ________________________________
_____________________ ______________________ ________________________________
_____________________ ______________________ ________________________________
_____________________ ______________________ ________________________________
_____________________ ______________________ ________________________________
b. (Not applicable to 100% owned subsidiaries)
The date of mailing a copy of the plan of merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was ____________________, _________.
(Month & Day) Year
Was written consent for the merger or written waiver of the 30-day
period by the holders of all the outstanding shares of all
subsidiary corporations received? |_| Yes |_| No
(If the answer is "No," the duplicate copies of the Articles of
Merger may not be delivered to the Secretary of State until after 30
days following the mailing of a copy of the plan of merger and of
the notice of the right to dissent to the shareholders of each
merging subsidiary corporation.)
8. The undersigned corporations have caused these articles to be signed by
their duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true. (All signatures must be in
BLACK INK.)
Dated March 10, 1999 GA ACQUISITION ILLINOIS, INC.
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(Month & Day) (Year) (Exact Name of Corporation)
attested by /s/ Melvin Johnson by /s/ James Ashton
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(Signature of Secretary (Signature of President or Vice
or Assistant Secretary) President)
MELVIN JOHNSON, VP &
Asst. Secretary Dr. James Ashton, President & CEO
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(Type or Print Name and (Type or Print Name and Title)
Title)
Dated March 10, 1999 GA Acquisition Delaware, Inc.
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(Month & Day) (Year) (Exact Name of Corporation)
attested by /s/ Melvin Johnson by /s/ James Ashton
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(Signature of Secretary (Signature of President or Vice
or Assistant Secretary) President)
MELVIN JOHNSON, VP &
Asst. Secretary Dr. James Ashton, President & CEO
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(Type or Print Name and (Type or Print Name and Title)
Title)
Dated
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(Month & Day) (Year) (Exact Name of Corporation)
attested by
by
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(Signature of Secretary (Signature of President or Vice
or Assistant Secretary) President)
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(Type or Print Name and (Type or Print Name and Title)
Title)
C-195-8
Form BCA-10.30 ARTICLES OF AMENDMENT File # 6038-101-1
(Rev. Jan. 1995)
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SUBMIT IN DUPLICATE
George H. Ryan FILED ---------------------
Secretary of State MAR 19 1999 This space for use
Department of Business Services by Secretary of
Springfield, IL 62756 JESSE WHITE State
Telephone (217) 782-1832 SECRETARY OF STATE
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Remit payment in check or
money order, payable to Franchise Tax $
"Secretary of State." Filing Fee* $25.00
Penalty $
* The filing fee for articles
of amendment - $25.00 Approved: /s/
[Illegible initials]
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1. CORPORATE NAME: GA ACQUISITION ILLINOIS, INC.
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(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on
MARCH 17 1999 in the manner indicated below. ("X" one box only)
|_| By a majority of the Incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
|_| By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note [Illegible])
|_| By a majority of the board of directors, in accordance with Section
10.15, shares having been issued [illegible] shareholder action not
being required for the adoption of the amendment;
(Note 3)
|_| By the shareholders, in accordance with Section 10.20, a resolution
of the board of directors having been duly adopted and submitted to
the shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
|_| By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by shareholders having not less than the minimum number of votes
required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
(Note 4&5)
|X| By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
GENERAL AUTOMATION, INC.
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(NEW NAME)
All changes other than name include [illegible]
EXPEDITED
MAR 19 1999
SECRETARY OF STATE
Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or affected by this amendment, is as follows:
(if not applicable, insert "No change")
NO CHANGE
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital
replaces the terms Stated Capital and Paid-in Surplus and is equal to the
total of these accounts) is as follows: (if not applicable, insert "No
change")
NO CHANGE
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (if not applicable,
insert "No change")
Before Amendment After Amendment
Paid-in Capital $ NO CHANGE $ NO CHANGE
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(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated MARCH 17, 1999 GA ACQUISITION ILLINOIS, INC.
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(Exact Name of Corporation at
date of execution)
attested by /s/ Melvin D. Johnson by /s/ James E. Ashton
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(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)
MELVIN D. JOHNSON, ASSIST. SECRETARY JAMES E. ASHTON, PRESIDENT
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(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated ______________________, 19 ___
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