Exhibit 3.102
RESTATED CERTIFICATE OF INCORPORATION
OF
INDUSTRIAL TRAINING SYSTEMS CORP.
To: The Secretary of State State of New Jersey
Pursuant to the provisions of Section 14A:9-5 of the New Jersey Business
Corporation Act, the undersigned corporation hereby executes the following
Restated Certificate of Incorporation:
FIRST: The name of the corporation is INDUSTRIAL TRAINING SYSTEMS CORP.
SECOND: The location of the corporation's registered office in this State
is 20 West Stow Road, Marlton, New Jersey 08053. The name of the registered
agent thereon and in charge thereof, upon whom process against this corporation
may be served, is George E. Willis.
THIRD: The purposes for which the corporation is formed are:
(a) To engage, without limitation, in any activity within the
purposes for which corporations may be organized under the New Jersey Business
Corporation Act and any amendments thereto.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 7,000,000 itemized by classes and par value of shares as
follows:
Per Value
Class No. of Shares Per share
----- ------------- ---------
Common 5,000,000 $.Ol
Preferred 2,000,000 $1.00
The relative rights, preferences and limitations of the shares of
each class are as follows:
Preferred. The Board of Directors is authorized to adopt at any time, or
from time to time, amendments to the Certificate of Incorporation in respect of
any unissued and/or treasury shares of preferred stock, and thereby to fix or
change the division of shares of the preferred stock into classes and/or into
series within any class or classes, and the determination of the relative
rights, preferences and limitations of the shares of any class or series. The
authority of the Board with respect to each class or series of preferred stock
shall include, but not be limited to, determination of the following:
(a) The number of shares constituting that class or series and the
distinctive designation of that class or series;
(b) The dividend rate on the shares of that class or series, whether
dividends shall be cumulative, and, if so, from which dates or dates;
(c) Whether that class or series shall have voting rights, in addition to
any voting rights provided by Law, and, if so, the terms of such voting rights;
(d) Whether that class or series shall have conversion privileges and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;
(e) Whether or not shares of that class or series shall be redeemable,
including the date or dates upon or after which they shall be redeemable, and
the amount per share payable in
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case of redemption, which amount may vary under different conditions;
(f) The rights of the shares of that class or series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation; and
(g) Any other relative rights, preferences and limitations of that class
or series as may be permitted or required by Law.
Common. Each share of common stock shall be entitled to one vote on all
matters submitted to a vote of stockholders. The common stockholders shall be
entitled to such dividends as may be declared by the Board of Directors from
time to time, provided that required dividends, if any, on the preferred stock
have been paid or provided for. In the event of the liquidation, dissolution, or
winding up, whether voluntary or involuntary, of the corporation, the assets and
funds of the corporation available for distribution to stockholders, and
remaining after the payment to holders of preferred stock of the amounts to
which they are entitled, shall be divided and paid to the holders of the common
stock according to their respective shares.
FIFTH: (a) The number of directors which shall constitute the whole Board
of Directors shall be not less than three nor more than fifteen. The exact
number of directors within such maximum and minimum shall be determined by
resolution duly adopted by the Board of Directors by a majority vote of the
entire Board. No decrease in the number of directors shall shorten the term of
any incumbent directors.
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(b) The Board of Directors shall be divided into three classes, as nearly
equal in number as the then total number of directors constituting the whole
Board permits. At the annual meeting of stockholders in 1986, directors of the
first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting and
directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting. At each annual meeting of stockholders
following such initial classification and election, the number of directors
equal to the number of the class whose terms expire at the time of such meeting
shall be elected to hold office until the third succeeding annual meeting of
stockholders. Each director shall hold office until his successor is elected and
qualified, or until his earlier resignation or removal.
(c) Newly elected directorships resulting from any increase in the
authorized number of directors and any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the entire Board,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of the class to which they have been
elected expires.
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(d) Any directors elected pursuant to any special voting rights of one or
more series of Preferred Stock shall be excluded from, and for no purpose be
counted in, the scope and operation of the foregoing provisions of this Article
Fifth.
SIXTH: The number of directors constituting the current Board of Directors
of the corporation is four. The name and addresses of the directors are as
follows:
NAME ADDRESS
---- -------
Jack A. Cowan, Jr. 20 West Stow Road
Marlton, New Jersey 08053
John M. Evans 20 West Stow Road
Marlton, New Jersey 08053
Velda T. Cowan 20 West Stow Road
Marlton, New Jersey 08053
Sherry D. Evans 20 West Stow Road
Marlton, New Jersey 08053
SEVENTH: The duration of the corporation is perpetual.
EIGHTH: Unless otherwise required by Law, no action required to be taken
or which may be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, and the power of stockholders to
consent in writing, without a meeting, to the taking of any action is
specifically denied.
NINTH: 1.(A) In addition to any affirmative vote required by Law or this
certificate or incorporation, and except as otherwise expressly provided in
Paragraph 2 of this Article Ninth:
(I) any merger or consolidation of the Corporation or any Subsidiary (as
hereinafter defined) with (a) any Interested Stockholder (as hereinafter
defined) or (b) any other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of an Interested Stockholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions), to or with any
Interested Stockholder or any Affiliate of any Interested Stockholder, of any
assets of the Corporation or any Subsidiary having an aggregate Fair Market
Value (as hereinafter defined) of $1,000,000 or more; or
(iii) the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $1,000,000
or more; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or
(v) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving an Interested Stockholder)
which has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Stockholder or any Affiliate of any Interested Stockholder; shall
require the affirmative vote of the holders of at least eighty percent (80%) of
the then outstanding shares of each class of the capital stock of the
Corporation (the "Voting Stock"). Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by Law or in any agreement with any national
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securities exchange or otherwise. Notwithstanding any other provision of this
certificate of incorporation to the contrary, for purposes of this Article
Ninth, each share of the Voting Stock shall have one vote.
(B) The term "Business Combination" as used in this Article Ninth shall
mean any transaction which is referred to in any one or more of clauses (I)
through (v) of sub-paragraph (A) of this paragraph 1.
2. The provisions of paragraph 1 of this Article Ninth shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required byLaww and any other
provision of this certificate of incorporation, if all of the conditions
specified in either of the following sub-paragraphs (A) and (B) are met:
(A) The Business Combination shall have been approved by a majority of the
Continuing Directors (as hereinafter defined); provided, however, that such
approval shall only be effective if obtained at a meeting at which a Continuing
Director Quorum (as hereinafter defined) is present.
(B) All of the following conditions shall have been met:
(i) The aggregate amount of (x) cash and (y) Fair Market Value as of
the date of the consummation of the Business Combination of consideration
other than cash, to be received per share by holders of each class of the
Corporation's capital stock in such Business Combination shall be at least
equal to the highest amount determined under sub-clauses (a), (b)and (c)
below:
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting
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dealers' fees) paid by the Interested Stockholder for any share of
class acquired by it (1) within the two-year period immediately
prior to the first public announcement of the proposal of the
Business Combination (the "Annoucement Date") or (2) in the
transaction in which it became an Interested Stockholder, whichever
is higher;
(b) the Fair Market Value per share of such class on the
Announcement Date or on the Date on which the Interested Stockholder
became an Interested Stockholder (such latter date is referred to in
this Article Ninth as the "Determination Date"), whichever is
higher; and
(c) (if applicable) the highest preferential amount per share
to which the holders of shares of such class would be entitled in
the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation, regardless of
whether the Business Combination to be consummated constitutes such
an event.
(ii) The consideration to be received by holders of a particular
class of outstanding Voting Stock shall be in cash or in the same form as
the Interested Stockholder has previously paid for shares such class
Voting Stock. If the Interested Stockholder has paid for shares of any
class of Voting Stock with varying forms of consideration , the form of
consideration for such class of Voting Stock shall be either cash or the
form used to acquire the largest number of shares of such class of Voting
Stock previously acquired by it. if the Interested Shareholder shall not
have previously acquired shares of a particular class, the form of
consideration to be received by holders of such class shall be cash.
(iii) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly (except proportionately as a stockholder),of any loans,
advances, guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation, whether in
anticipation of or in connection with such Business Combination or
otherwise.
(iv) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder (or any
subsequent provisions replacing such Act, rules or regulations) shall be
mailed to public stockholders of the Corporation at least 30 days prior to
the consummation of such Business Combination (whether or not such proxy
or information statement is required to be mailed pursuant to such Act or
subsequent provisions).
3. For the purposes of this Article Ninth: (A) The term "person" shall
mean any individual, firm, corporation, or other entity.
(B) The term "Interested Stockholder" shall mean any person (other than
the Corporation or any Subsidiary and other than any profit-sharing, employee
stock ownership or other employee benefit plan of the Corporation or any
Subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such capacity) who or which:
(i) is the beneficial owner (as hereinafter defined) of more than ten
percent (10%) of the Voting Stock; or
(ii) is an Affiliate (as hereinafter defined) of the Corporation and at
any time within the two-year period immediately prior to the date in question
was the beneficial owner of the ten percent (10%) or more of the Voting Stock;
or
(iii) is an assignee of or has otherwise succeeded to any shares of Voting
Stock which were at any time within the two-year period immediately prior to the
date in question beneficially owned by any Interested Stockholder, if such
assignment or succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the meaning of the
Securities Act of 1933; provided, that a person shall be an Interested
Stockholder only if it first came within this definition subsequent to June 30,
1986.
(c) A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates has,
directly or indirectly (a) the right to acquire (whether such right is
exercisable immediately or
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only after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring'. holding,
voting or disposing of any shares of Voting Stock.
(D) For the purposes of determining whether a person is an Interested
Stockholder pursuant to sub-paragraph (B) of this paragraph 3, the number of
shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of subparagraph (c) of this paragraph 3 but shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding or upon exercise of conversion rights,
warrants or options, or otherwise.
(E) The terms "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on June 30,
1986.
(F) The term "Subsidiary" means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in subparagraph (B) of this paragraph 3, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.
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(G) The term "Continuing Director" means any member of the Board of
Directors of the Corporation who is unaffiliated with the Interested Stockholder
and was a member of the Board prior to the time that the Interested Stockholder
became an Interested Stockholder and is recommended or elected to succeed a
Continuing Director by a majority of Continuing Directors, provided that such
recommendation or election shall only be effective if made at a meeting at which
a Continuing Director Quorum is present.
(H) The term "Continuing Director Quorum" means three Continuing Directors
capable of exercising the powers conferred upon them under the provisions of the
certificate of incorporation or By-Laws of the Corporation or by Law.
(I) The term "Fair Market Value" means: (I) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such
stock during the 30-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations System or any
system then in use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock as determined by the
Board in good faith; and (ii) in the case of property other than cash or stock,
the fair market value of such property on the date
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in question as determined in good faith by a majority of Continuing Directors,
provided that such determination shall only be effective if made at a meeting at
which a Continuing Director Quorum is present.
(J) In the event of any Business Combination in which the Corporation
survives, the phrase "other consideration to be received" as used in sub-
paragraphs (B)(I) and (ii) of paragraph 2 of this Article Ninth shall include
the shares of Common Stock and/or the shares of any other class of voting Stock
retained by the holders of such shares.
4. The Board of Directors shall have discretion to interpret the meaning
of the provisions of this Article Ninth, and their applicability with respect to
various factual situations, and the determinations of the Board in such regard
shall be conclusive and binding.
5. Nothing contained in this Article Ninth shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.
6. Notwithstanding any other provisions of this certificate of
incorporation or the by-laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by Law, this certificate of
incorporation or the by-laws of the Corporation), the affirmative vote of the
holders of eighty percent (8o%) or more of the outstanding shares of each class
of Voting Stock shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article Ninth.
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TENTH: Notwithstanding any other provisions of this certificate of
incorporation or the by-laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by Law, this certificate of
incorporation or the by-laws of the Corporation), the affirmative vote of the
holders of seventy percent (70%) or more of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) shall be required to amend, alter,
change or repeal this Article TENTH, or Article FIFTH or Article EIGHTH of this
certificate of incorporation.
IN WITNESS WHEREOF, the corporation has executed this document on the
eighth day of July, 1986.
INDUSTRIAL TRAINING SYSTEMS CORP.
By
JOHN M. EVANS
President
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