RESTATED CERTIFICATE OF INCORPORATION
OF
THE PERKIN-ELMER CORPORATION
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
We, the undersigned, Gaynor N. Kelley and William B.
Sawch, being the duly elected and acting Chairman of the
Board and Secretary, respectively, of The Perkin-Elmer
Corporation, do hereby certify that:
1. The name of the corporation is The Perkin-Elmer
Corporation (the "Corporation").
2. The Certificate of Incorporation of the
Corporation was filed by the Department of State on December
13, 1939.
3. The Certificate of Incorporation of the
Corporation, as heretofore amended and restated, is amended
to effect a change authorized by Section 801 of the Business
Corporation Law of the State of New York; namely, to amend
Article THIRD thereof to increase the total number of shares
of Common Stock, par value $1.00 per share, which the
Corporation is authorized to issue from sixty million
(60,000,000) to ninety million (90,000,000).
4. To effect the foregoing amendment and to
integrate such amendment into a Restated Certificate of
Incorporation of the Corporation, the text of the
Certificate of Incorporation of the Corporation is hereby
restated to read in its entirety as follows:
FIRST: The name of the corporation is THE PERKIN-
ELMER CORPORATION.
SECOND: The purposes for which the Corporation is
formed are:
(a) To design, invent, develop, manufacture,
produce, purchase, lease or otherwise acquire, use, exploit,
process, fabricate, rebuild, service, transport, sell,
market at wholesale or retail or otherwise dispose of,
import, export, lease, distribute, provide and deal in and
with, whether as principal or agent, or through franchised
dealers, distributors or otherwise, optical, electrical,
electro-optical, mechanical, electro-mechanical, electronic,
astronomical, astrological, astronavigational, general
purpose digital computer, data communications, electronic
processing, information handling, industrial or commercial
thermal, electric arc, plasma flame or other, spraying,
coating, scientific, analytical, precision, laboratory,
industrial, commercial, educational, process control and
instructional systems, instruments, products, apparatus,
equipment and devices, including components, peripherals,
interfaces, parts, accessories, supplies, machinery, tools,
equipment, wares, merchandise, materials, equipment and
goods, of every kind and description, in any way, in whole
or in part, related or incidental thereto.
(b) To undertake, conduct, assign, promote and
engage in research, exploration, laboratory design and
developmental work or studies for its own account, as a
consultant or otherwise, in connection with or related to
any of the businesses of the Corporation.
(c) To design, invent, develop, manufacture,
produce, purchase, lease or otherwise acquire, use, exploit,
process, fabricate, rebuild, service, transport, sell,
market at wholesale or retail or otherwise dispose of,
import, export, lease, distribute, provide and deal in and
with, whether as principal or agent, or through franchised
dealers, distributors, or otherwise, raw materials,
products, goods, wares, merchandise, materials and other
personal property, tangible or intangible, and rights,
interests or privileges therein of every kind and
description, wheresoever situated.
(d) To acquire by purchase, exchange, lease, devise
or otherwise, and to hold, own, operate, maintain, manage,
improve, develop, and exploit, and to sell, transfer,
convey, lease, mortgage, exchange or otherwise deal with or
dispose of, real property, improved and unimproved,
wheresoever situated, and any rights, interests or
privileges therein.
(e) To provide services of every kind and nature in
connection with or related or incidental to the businesses
of the Corporation.
(f) To acquire by purchase, exchange, or otherwise,
all or any part of, or any interest in, the properties,
assets, rights, business and goodwill of any person, firm,
association or corporation heretofore or hereafter engaged
in any business for which a corporation may now or hereafter
be organized under the Business Corporation Law of the State
of New York, or under any act amendatory thereof,
supplemental thereto or substituted therefor; to pay for the
same in cash, property or its own or other securities; to
hold, operate, lease, reorganize, liquidate, sell or in any
manner dispose of the whole or any part thereof; in
connection therewith to assume or guarantee performance of
any of the liabilities, obligations or contracts of such
persons, firms, associations or corporations; and after such
acquisition to operate the properties, assets and rights so
acquired and to conduct the whole or any part of the
business so acquired.
(g) To acquire by purchase, subscription or
otherwise, and to invest in, receive, hold, own, guarantee,
sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares
of the capital stock, or any voting trust certificates in
respect of the shares of capital stock, scrip, warrants,
rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any
corporation, joint stock companies, partnerships, firms,
syndicates, associations, firms, trusts or persons, public
or private, or by the government of the United States of
America, or by any foreign government, or by any state,
territory, province, municipality or other political
subdivision or by any governmental agency, and as owner
thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and
things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.
(h) To such an extent as a corporation organized
under the laws of the State of New York may now or hereafter
lawfully do, to do, either as principal or agent and either
alone or in connection with other corporations, firms or
individuals, all and everything necessary, suitable,
convenient or proper for, or in connection with, or incident
to the accomplishment of any of the purposes or the
attainment of any one or more of the objects enumerated
herein, or in Section 202 of the Business Corporation Law of
New York (which shall be considered both as purposes and
powers), or designed directly or indirectly to promote the
interests of the Corporation or to enhance the value of its
properties; and in general carry on any business in
connection therewith and incident thereto not forbidden by
the laws of the State of New York and use all the powers
conferred upon corporations by the laws of the State of New
York.
THIRD: The total number of shares which may be
issued by the Corporation is ninety million (90,000,000)
shares of Common Stock, all of which shall have a par value
of one dollar ($1.00) per share, and one million (1,000,000)
shares of Preferred Stock, all of which shall have a par
value of one dollar ($1.00) per share.
The Preferred Stock shall be issued in one or more
series. The Board of Directors is hereby expressly
authorized to issue the shares of Preferred Stock in such
series, and to fix from time to time before issuance the
number of shares to be included in any series and the
designation, relative rights, preferences and limitations of
all shares of such series. The authority of the Board of
Directors with respect to each series shall include without
limitation thereto, the determination of all of the
following, and the shares of each series may vary from the
shares of any other series in any or all of the following
respects:
(1) The number of shares constituting such series,
and the designation thereof to distinguish the shares of
such series from the shares of all other series;
(2) The annual dividend rate on the shares of such
series, whether such dividends are payable in installments
and whether such dividends shall be cumulative and, if
cumulative, the date from which such dividends shall
accumulate;
(3) The preference, if any, of the shares of such
series in the event of any voluntary or involuntary
liquidation or dissolution of the Corporation;
(4) The voting rights, if any, of the shares of such
series, in addition to the voting rights prescribed by law,
and the terms and conditions of exercise of any such voting
rights;
(5) The redemption price or prices, if any, of the
shares of such series and the terms and conditions of any
such redemption;
(6) The right, if any, of the shares of such series
to be converted into shares of any other series or class,
and the terms and conditions of any such conversion; and
(7) Any other relative rights, preferences and
limitations of the shares of such series.
FOURTH: No holder of any shares of stock of any
class of the Corporation shall as such holder have any
preemptive right to purchase any shares or securities of any
class which at any time may be sold or offered for sale by
the Corporation.
FIFTH: The office of the Corporation shall be
located in the Borough of Manhattan, City of New York,
County of New York, State of New York; and the Secretary of
State shall mail a copy of process in any action or
proceeding against the Corporation which may be served upon
him to CT Corporation System, 1633 Broadway, New York, New
York 10019.
SIXTH: The duration of the Corporation shall be
perpetual.
SEVENTH: The number of directors shall be not less
than three and not more than fifteen. The directors need
not be stockholders.
EIGHTH: The Corporation may issue and sell its
authorized shares for such consideration (but not less than
the par value thereof) as from time to time may be fixed by
the Board of Directors.
NINTH: CT Corporation System, 1633 Broadway, New
York, New York 10019 is hereby designated as the registered
agent of the Corporation upon whom process in any action or
proceeding against it may be served.
TENTH: (a) Notwithstanding any other provisions of
this Certificate of Incorporation or the By-laws of the
Corporation, no transaction between the Corporation and any
Controlling Person (as hereinafter defined) shall be valid
nor shall any such transaction be consummated unless (i)
such transaction is expressly approved by at least a vote of
the Disinterested Directors (as hereinafter defined) who at
the time constitute at least a majority of the entire Board
of Directors of the Corporation, or (ii) such transaction is
approved by the affirmative vote of not less than two-thirds
of the voting power of the shares of each class of the
Corporation's capital stock entitled to vote thereon held by
Disinterested Shareholders (as hereinafter defined), or
(iii) if such transaction would result in payment of cash or
other property to the shareholders of the Corporation, such
transaction is consummated and provides for the payment to
each of the shareholders other than such Controlling Person
upon the consummation thereof, in exchange for all the
shares of the Corporation's capital stock held by each of
such shareholders, consideration which, as to both amount
and kind, is equal to or greater than the highest per share
price actually paid by or for the account of such
Controlling Person for the same class of shares of capital
stock held by each of such shareholders during both the two-
year period prior to the time any such Controlling Person
became such and the two-year period prior to the
consummation of such transaction.
(b) For purposes of this Article TENTH: (i) the
term "Controlling Person" means any individual, corporation,
partnership, trust, association or other organization or
entity (including any group formed for the purpose of
acquiring, voting or holding securities of the Corporation)
which either directly, or indirectly through one or more
intermediaries, owns, beneficially or of record, or controls
by agreement, voting trust or otherwise, at least 1% of the
voting power of any class of capital stock of the
Corporation, and such term also includes any corporation,
partnership, trust, association, or other organization or
entity in which one or more Controlling Persons have the
power, through the ownership of voting securities, by
contract, or otherwise, to influence significantly any of
the management, activities or policies of such corporation,
partnership, trust, association or other organization or
entity; (ii) the term "Disinterested Director" means a
director (excluding any director who is a Controlling
Person) who was either a member of the Board of Directors of
the Corporation prior to the time such Controlling Person
became a Controlling Person or who subsequently became a
director of the Corporation and whose election, or
nomination for election, was approved by the vote of at
least a majority of the Disinterested Directors of the
Corporation voting on such nomination or election; and (iii)
the term "Disinterested Shareholders" means those holders of
the Corporation's capital stock entitled to vote on the
transaction, none of which is a Controlling Person.
(c) The provisions of this Article TENTH shall
not be amended without the affirmative vote of not less than
two-thirds of the voting power of the shares of each class
of the capital stock of the Corporation entitled to vote
thereon; provided, however, that if, at the time of such
vote, there shall be one or more Controlling Persons, either
(i) such affirmative vote shall include the affirmative vote
in favor of such amendment of not less than two-thirds of
the voting power of the shares of each class of the
Corporation's capital stock entitled to vote thereon held by
Disinterested Shareholders, or (ii) such amendment shall
have been approved by at least a majority vote of
Disinterested Directors who at the time constitute at least
a majority of the entire Board of Directors of the
Corporation.
(d) The provisions of this Article TENTH shall be
in addition to any other provisions of the New York Business
Corporation Law or this Certificate of Incorporation or the
By-laws of the Corporation, each as amended from time to
time, applicable to the authorization and consummation by
the Corporation of any transaction or amendment contemplated
by this Article TENTH.
ELEVENTH: The Corporation is subject to the
following restrictions:
a. Except as otherwise provided in this Article
ELEVENTH, no purchase by the Corporation from any
Controlling Person (as hereinafter defined) of shares of any
stock of the Corporation owned by such Controlling Person
shall be made at a price exceeding the average price paid by
such Controlling Person for all shares of stock of the
Corporation acquired by such Controlling Person during the
two-year period preceding the date of such proposed purchase
unless such purchase is approved by the affirmative vote of
not less than a majority of the voting power of the shares
of stock of the Corporation entitled to vote held by
Disinterested Shareholders (as hereinafter defined).
b. The provisions of this Article ELEVENTH shall
not apply to (i) any offer to purchase made by the
Corporation which is made on the same terms and conditions
to the holders of all shares of stock of the Corporation,
(ii) any purchase by the Corporation of shares owned by a
Controlling Person occurring after the end of two years
following the date of the last acquisition by such
Controlling Person of stock of the Corporation, (iii) any
transaction which may be deemed to be a purchase by the
Corporation of shares of its stock which is made in
accordance with the terms of any stock option or other
employee benefit plan now or hereafter maintained by the
Corporation, or (iv) any purchase by the Corporation of
shares of its stock at prevailing market prices pursuant to
a stock repurchase program.
c. Notwithstanding any other provision to the
contrary, the provisions of this Article ELEVENTH shall not
be amended without the affirmative vote of not less than a
majority of the stock of the Corporation entitled to vote
thereon; provided, however, that if, at the time of the such
vote, there shall be one or more Controlling Persons, such
affirmative vote shall include the affirmative vote in favor
of such amendment of not less than a majority of the voting
power of the shares of stock of the Corporation entitled to
vote thereon held by Disinterested Shareholders.
d. For purposes of this Article ELEVENTH: (i)
the term "Controlling Person" means any individual,
corporation, partnership, trust, association or other
organization or entity (including any group formed for the
purpose of acquiring, voting or holding securities of the
Corporation) which either directly, or indirectly through
one or more intermediaries, owns, beneficially or of record,
or controls by agreement, voting trust or otherwise, at
least 1% of the voting power of the stock of the
Corporation, and such term also includes any corporation,
partnership, trust, association or other organization or
entity in which one or more Controlling Persons have the
power, through the ownership of voting securities, by
contract, or otherwise, to influence significantly any of
the management, activities or policies of such corporation,
partnership, trust, association, other organization or
entity and (ii) the term "Disinterested Shareholders" means
those holders of the stock of the Corporation entitled to
vote on any matter, none of which is a Controlling Person.
5. The restatement of, and amendment to, the
Certificate of Incorporation of the Corporation were
authorized in accordance with Sections 807 and 803(a) of the
Business Corporation Law of the State of New York by
resolutions of the Board of Directors of the Corporation
duly adopted on July 15, 1993, and by votes cast, in person
or by proxy, by the holders of a majority of all outstanding
shares entitled to vote thereon at the Annual Meeting of
Shareholders of the Corporation held on October 21, 1993.
IN WITNESS WHEREOF, we have executed this
Certificate this 21st day of October, 1993, and we affirm
the statements contained herein as true under penalties of
perjury.
/s/ Gaynor N. Kelley
Gaynor N. Kelley
Chairman of the Board
/s/ William B. Sawch
William B. Sawch
Secretary
CERTIFICATE OF MERGER
OF
APPLIED BIOSYSTEMS, INC.
INTO
THE PERKIN-ELMER CORPORATION
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
We, the undersigned, Gaynor N. Kelley and William B.
Sawch, being respectively the Chairman of the Board and
Secretary of The Perkin-Elmer Corporation, pursuant to the
provisions of Section 905 of the Business Corporation Law of
the State of New York, do hereby certify as follows:
1. The Perkin-Elmer Corporation, a corporation
organized under the laws of the State of New York ("Perkin-
Elmer"), owns all of the issued and outstanding shares of
capital stock of Applied Biosystems, Inc., a corporation
organized under the laws of the State of California
("Applied Biosystems").
2. The authorized capital stock of Applied Biosystems
consists of 1,000 shares of common stock, no par value, all
of which are issued and outstanding and owned by Perkin-
Elmer.
3. (a) The Certificate of Incorporation of Perkin-
Elmer was filed by the New York Department of State on
December 13, 1939.
(b) The Certificate of Incorporation of Applied
Biosystems was filed by the Secretary of State of the State
of California on September 18, 1980, and its application for
authority to do business in the State of New York was filed
by the New York Department of State on September 13, 1983.
(c) The merger is permitted by the provisions of
the General Corporation Law of the State of California and
is in compliance therewith.
4. The surviving corporation owns all of the
outstanding shares of capital stock of the corporation to be
merged.
5. This effective date of the merger shall be July 1,
1994.
6. The Plan of Merger was duly adopted by the Board of
Directors of Perkin-Elmer on June 16, 1994.
IN WITNESS WHEREOF, this Certificate has been executed
this 17th day of June, 1994 and the statements contained
therein are affirmed as true under penalties of perjury.
THE PERKIN-ELMER CORPORATION
By: /s/ Gaynor N. Kelley
Gaynor N. Kelley
Chairman of the Board
By: /s/ William B. Sawch
William B. Sawch
Secretary