EXHIBIT 3.11
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PACKARD BIOSCIENCE COMPANY
PACKARD BIOSCIENCE COMPANY, a corporation incorporated under the
General Corporation Law of Delaware (the "Corporation"), hereby amends and
restates its Certificate of Incorporation, which was originally filed with the
Secretary of State on August 8, 1975 under the name Canberra Industries, Inc.,
and amended and restated on March 21, 2000, as follows:
FIRST: The name of the corporation is Packard BioScience Company.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle;
and the name of the registered agent of the Corporation is the State of Delaware
at such address is Corporation Service Company.
THIRD: A. The nature of the business to be conducted and the purposes
to be promoted by the Corporation are as follows:
1. To engage in the development, manufacture,
use, sale, purchase, and distribution of electronic or mechanical equipment,
products, instruments and machinery.
2. To engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
B. The Corporation shall have all powers
granted by law and all powers granted under the General Corporation Law of the
State of Delaware.
FOURTH: A. The total number and classes of shares of
stock which the Corporation shall have authority to issue is (a) Two Hundred
Million (200,000,000) shares of Common Stock, all of which arc $.002 par value
and (b) One Million (1,000,000) shares of Preferred Stock, all of which are $.01
par value.
B. Shares of Preferred Stock may be issued from
time to time in one or more series. The Board of Directors is hereby authorized
to fix the voting rights, if any, designations, preferences and the relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, of any unissued shares of Preferred Stock;
and to fix the number of shares constituting such series, and to increase or
decrease the number of shares of any such series (but not the number of shares
thereof then outstanding).
C. There shall be no preemptive rights granted
to any stockholder.
D. Except as otherwise provided by law, or by
the resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences or
any series of Preferred Stock, the Common Stock shall have the exclusive right
to vote for the election of directors and for all other purposes. Each share of
Common Stock shall have one vote, and the Common Stock shall vote together as a
single class. There shall be no cumulative voting rights granted to any
stockholder.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors. The number
of directors which shall constitute the whole Board of Directors shall be fixed
by, or in the manner provided in, the By-Laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the Corporation would have if there
were no vacancies. No election of directors need be by written ballot.
2. In furtherance and not in limitation of the powers
conferred by law, the Board of Directors is expressly authorized and empowered
to make, alter and repeal the By-Laws of the Corporation by a majority vote at
any regular or special meeting of the Board of Directors or by written consent.
SEVENTH: 1. The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in another capacity while holding such
office, and shall continue as to a person who had ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
2. No director shall he personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director in his capacity as a director; provided,
however, that a director shall be liable to the extent provided by applicable
law (i) for the 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) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
3. Expenses incurred by an officer or director
of the Corporation in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it shall be ultimately
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determined that such officer or director is not entitled to be indemnified by
the Corporation as authorized by the Delaware General Corporation Law. Such
expenses incurred by other employees and agents of the Corporation may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
4. No amendment to or repeat of this Article
SEVENTH shall apply to or have any effect on the liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal, nor shall any such
amendment or repeal have any adverse effect on the right to indemnification or
the obligation of the Corporation to pay in advance expenses incurred by an
officer or director of the Corporation in defending any action, suit or
proceeding arising out of or with respect to any acts or omissions occurring
prior to such amendment or repeal.
EIGHTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article EIGHTH.
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IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation, which restates and integrates and further amends the provisions
of the Amended and Restated Certificate of Incorporation of this Corporation,
and which has been duly adopted in accordance with Sections 242 and 245 of the
Delaware General Corporation Law has been executed by its duty authorized
officer and attested this 19th day of April, 2000.
Attest: PACKARD BIOSCIENCE COMPANY
/s/ Timothy O. White, Jr. By: /s/ George Serrano
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Timothy O. White, Jr. George Serrano
Secretary Vice President
STATE OF CONNECTICUT)
) ss. Meriden
COUNTY OF NEW HAVEN )
On this 19th day of April, 2000, before me, the undersigned officer,
personally appeared George Serrano, who acknowledged himself to be a Vice
President of Packard BioScience Company, a Delaware corporation, and that he as
such officer, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself as such officer, and the said George Serrano acknowledged said
instrument to be the act and deed of said corporation, that his signing is his
act and deed and that the facts stated therein are true.
IN WITNESS WHEREOF, I hereunto set my hand.
/s/ Jacqueline A. Sheppard
----------------------------------------
Notary Public
My Commission Expires: 4/30/03
(SEAL)
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CERTIFICATE OF MERGER
OF
PABLO ACQUISITION CORP.
(A DELAWARE CORPORATION)
WITH AND INTO
PACKARD BIOSCIENCE COMPANY
(A DELAWARE CORPORATION)
Pursuant to Section 251(c) of the General Corporation Law of the State
of Delaware, Packard BioScience Company, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
Name State of Incorporation
- ---- ----------------------
Packard BioScience Company Delaware
Pablo Acquisition Corp. Delaware
SECOND: That an Agreement and Plan of Merger, dated as of July 13,
2001, by and among PerkinElemer, Inc., a Massachusetts corporation, and the
constituent corporations has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Subsection (c) of Section 251 of the General Corporation Law of
the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is
Packard BioScience Company.
FOURTH: That the Amended and Restated Certificate of Incorporation of
Packard BioScience Company in effect immediately prior to the merger shall be
the Certificate of Incorporation of the surviving corporation of the merger,
amended so that Article FOURTH of such Certificate of Incorporation reads in its
entirety as follows: "The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 1,000, all of which shall
consist of common stock, $.01 par value per share."
FIFTH: That the executed Agreement and Plan of Merger is on file at an
office of the surviving corporation. The address of said office is 45 William
Street, Wellesley, MA 02481.
SIXTH: That a copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, upon request and without cost, to any
stockholder of any constituent corporation.
SEVENTH: That this Certificate of Merger shall be effective upon
filing.
IN WITNESS WHEREOF, Packard BioScience Company has caused this
Certificate to be executed by its duly authorized officer this 13th day of
November, 2001.
PACKARD BIOSCIENCE COMPANY
By: /s/ Timothy O. White, Jr.
-------------------------------
Name: Timothy O. White, Jr.
Title: Vice President
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * * *
Packard Bioscience Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware
DOES HEREBY CERTIFY:
That the registered office of the corporation in the state of Delaware
is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle.
That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to the
aforementioned registered office as changed.
That the changes in the registered office and registered agent of the
corporation as set forth herein were duly authorized by resolution of the Board
of Directors of the corporation.
IN WITNESS WHEREOF, the corporation has caused this Certificate to be
signed by an authorized officer, this 20th day of June, 2002.
/s/ John L. Healey
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/s/ Assistant Secretary
-----------------------------------------
(Title)
/s/ JOHN L. HEALY