EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 05/20/1994
944090455 - 2404523
CERTIFICATE OF INCORPORATION
OF
VALENTEC SYSTEMS, INC.
The undersigned, for the purposes of forming a corporation pursuant to the
General corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: The name of the Corporation is: Valentec Systems, Inc.
SECOND: The registered Office of the Corporation is to be located at 32
Loockerman Square, Suite L-100, in the City of Dover, County of Kent, State of
Delaware, 19901. The name of its registered agent at that address is The
Practice-Hall Corporation System, Inc.
THIRD: The Purpose of the Corporation is to engage in any lawful actor
activity for which a Corporation may be organised under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of shares of stock which the Corporation
shall have authority to issue is one thousand (1,000) shares, par value $,01 per
share, all of which shall be designated "Common Stock."
FIFTH: The name and mailing address of the Incorporator is:
RICHARD A. GOLDBERG, BEQ.
% SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN
919 THIRD AVENUE, 20th FLOOR
NEW YORK, NEW YORK 10022
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
(a) to adopt, amend or repeal the By-Laws of the Corporation in such
manner and subject to such limitations any, as shall be set forth in the
By-Laws;
(b) to allot and authorize the issuance of the authorized but
unissued shares of the Corporation, including the declaration of dividends
payable in shares of any class to stockholders of any class; and
(c) to exercise all of the powers of the Corporation, insofar as the
same may lawfully be vested by this certificate in the board of directors.
[ILLEGIBLE]
SEVENTH: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for branch of a fiduciary duty as a director;
provided, however, that to the extent required by the provisions of Section
102(b)(7) of the General Corporation Law of to State of Delaware or any
successor statute, or any other laws of the State of Delaware, this provision
shall not eliminate or limit the liability of a director(i) for any breach of
the director's duty of loyalty to the Corporation or its stockholder, (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 General Corporation Law
of the State of Delaware or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law of the
State of Delaware hereafter it amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended General
Corporation Law of the State of Delaware. Any repeal or modification of this
paragraph SEVENTH by the stockholders of the Corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability of
a director of the Corporation existing as of the time of such repeal or
modification.
IN WITNESS WHEREOF, I have hereonto set my hand this 20th day of May,
1994:
/s/ Richard A. Goldberg
-----------------------------
Richard A. Goldberg
Sole Incorporator
[ILLEGIBLE]
State of Delaware
Secretary of State
Division of Corporations
Delivered 09:12 AM 09/24/2003
FILED 10:07 AM 09/24/2003
SRV 030613150 - 2404523 FILE
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION
VALENTEC SYSTEMS, INC., a corporation organized under the laws of
Delaware, the Certificate of Incorporation of which was filed in the office of
the Secretary of State on the 20th day May, 1984 and thereafter voided for
non-payment of taxes, now desiring to procure a revival of its Certificate of
Incorporation, hereby certifies as follows:
1. The name borne by the corporation at the time its Certificate of
Incorporation became void is Valentec Systems, Inc.
2. Its registered office in the State of Deleware is located at
Corporation Trust Center, 1209 Orange Street, City of Washington, County of Now
Castle and the name of its registered agent at such address is The Corporation
Trust Company.
3. The date when revival of the Certificate of Incorporation of this
corporation is to commence is 28th day of Februry, 2003, since being prior to
the Certificate of Incorporation became void. Revival of the Certificate of
Incorporation is to be perpetual.
4. This corporation was duly organized under the laws of Delaware and
carried on the business authorized by its Certificate of Incorporation until the
1st day of March, 2003, at which time its Certificate of Incorporation became
inoperative and void for non-payment of taxes and this Certificate for Renewal
and Revival is filed by authority of the duly elected directors of the
corporation with the laws of Delaware.
IN WITNESS WHEREOF, said Valentec Systems, Inc. in compliance with
Section 312 of Title 8 of the Delaware Code has caused this Certificate to be
signed by Steve Shows, its last and acting Vice President, this 23rd day of
September, 2003.
VALENTEC SYSTEMS, INC.
By: /s/ Steve Shows
-------------------------------
Steve Shows, Vice President