EXHIBIT 3.13
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:15 PM 03/16/2001
010132601 - 3362988
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PERKINELMER LIMS, INC.
PerkinElmer LIMS, Inc., a corporation organized and existing under the
laws of the state of Delaware, hereby certifies as follows:
1. Pursuant to Section 241 and 245 of the General Corporation Law
of the State of Delaware, this Amended and Restated Certificate of Incorporation
restates, integrates and further amends the provisions of the original
Certificate of Incorporation, as amended to the date of this filing. The
original Certificate of Incorporation of this corporation was filed with the
Secretary of State of the State of Delaware on March 1, 2001. This Amended and
Restated Certificate of Incorporation has been duly adopted by the directors of
the corporation. The corporation has not received any payment for any of its
stock.
2. The text of the original Certificate of Incorporation, as
amended to the date of this filing, is hereby restated and amended to read in
its entirety as follows:
FIRST: The name of the corporation (the "Corporation") is
PerkinElmer LIMS, Inc.
SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares which the Corporation
shall have the authority to issue is Ten-Thousand (10,000) shares. All such
shares are to be without par value.
FIFTH: The name and mailing address of the incorporator is
P. Ragan Richard, Suite 701, 445 North Blvd., Baton Rouge, Louisiana 70802.
SIXTH: The Corporation shall be managed by, and all
corporate powers shall be vested in, a board of directors, as set from time to
time in the bylaws of the Corporation or a resolution of the board of directors.
Election of directors need not be by written ballot except and to the extent
provided in the by-laws of the Corporation. The board of directors is authorized
to make, alter or repeal the by-laws of the Corporation. The initial board of
directors shall be composed of the following three individuals whose names and
addresses are listed below, to serve until the first annual meeting of
shareholders or until their successors have been
elected and qualified, and the powers of the sole incorporator shall cease and
terminate upon the filing of the Certificate of Incorporation with the Secretary
of State of the State of Delaware.
Terrance L. Carlson
45 William Street
Wellesley, MA 02481
Robert F. Friel
45 William Street
Wellesley, MA 02481
John L. Healy
45 William Street
Wellesley, MA 02481
SEVENTH: To the full extent permitted by the General
Corporation Law of the State of Delaware, including without limitation, Section
102(b)(7), or any other applicable laws presently or hereafter in effect, no
director of the Corporation shall be personally liable to the Corporation or its
stockholders for or with respect to any acts or omissions in the performance of
his or her duties as a director of the Corporation. Any repeal or modification
of this Article seventh shall not adversely affect any right or protection of a
director of the Corporation existing immediately prior to such repeal or
modification.
EIGHTH: Each person who is or was or had agreed to become a
director or officer of the Corporation, or each such person who is or was
serving or had agreed to serve at the request of the Board of Directors or an
officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, benefit plan or other enterprise (including the heirs,
executors, administrators and estate of such person), may be indemnified by the
Corporation to the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect and as set forth in the by-laws of the Corporation. Without limiting the
generality or the effect of the foregoing, the Corporation may enter into one or
more agreements with any person which provides for indemnification greater or
different than that provided in this Article. Any repeal or modification of this
Article Eighth shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification.
NINTH: In furtherance and not in limitation of the rights,
powers, privileges and discretionary authority granted or conferred by the
General Corporation Law of the State of Delaware or other statutes or laws of
the State of Delaware, the Board of Directors is expressly authorized to make,
alter, amend or repeal the by-laws of the Corporation, without any action on the
part of the stockholders, but the stockholders may make additional by-laws and
may alter, amend or repeat any by-law whether adopted by them or otherwise. The
Corporation may in its by-laws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
TENTH: The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provisions contained in
this Certificate of Incorporation, 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 now or hereafter prescribed herein
or by applicable law; and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, directors or any other persons whomsoever by
and pursuant to this Certificate of Incorporation in its present form or
hereafter amended are granted subject to this reservation.
IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been signed under the seal of the Company this 14th day of
March, 2001.
PERKINELMER LIMS, INC.
By: /s/ Stephen DeFalco
-----------------------------
Name: Stephen DeFalco
Title: President
[SEAL]
Sworn to and Subscribed before me
this 15th day of March, 2001.
/s/ Geraldine A. Murillo
GERALDINE A. MURILLO
NOTARY PUBLIC
MY COMMISSION EXPIRES: NOV. 30, 2005
Acknowledgment as to
PerkinElmer LIMS, Inc.
State of /s/ Connecticut
---------------------------
County of /s/ Fairfield
----------------------------------
BEFORE ME, the undersigned authority, personally came and appeared
Stephen DeFalco who, being duly sworn, declared and acknowledged before me that
PerkinElmer LIMS, Inc. has not received any payment for any of its stock, that
he is the President of PerkinElmer, LIMS, Inc. and that in such capacity he was
duly authorized by the Board of Directors to and did execute the foregoing
Amended and Restated Certificate of Incorporation on behalf of such corporation,
for the purposes therein expressed, as his and such corporation's free act and
deed, and that the facts stated therein are true.
/s/ Stephen DeFalco
--------------------------------------
Stephen DeFalco, President
Sworn to and subscribed before me
this 15th day of March, 2001.
/s/ Geraldine A. Murillo
- ------------------------------------
NOTARY PUBLIC
GERALDINE A. MURILLO
NOTARY PUBLIC
MY COMMISSION EXPIRES: NOV. 30, 2005
[SEAL]
CERTIFICATE OF MERGER
OF
ANALYTICAL AUTOMATION SPECIALISTS, INC.
WITH AND INTO
PERKINELMER LIMS. INC.
The undersigned corporation, acting pursuant to Section 252 of the
Delaware General Corporation Law and Section 112 of the Louisiana Business
Corporation Law, hereby certifies as follows:
FIRST: That the name and state of incorporation of each of the merging
corporations is as follows:
Name State of Incorporation
- ---- ----------------------
PerkinElmer LIMS, Inc. Delaware
Analytical Automation Specialists, Inc. Louisiana
SECOND: That an Agreement and Plan of Merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the parties in accordance with the requirements of Section 252 of the
Delaware General Corporation Law and Section 112 of the Louisiana Business
Corporation Law.
THIRD: That the name of the surviving corporation of the merger is
PerkinElmer LIMS, Inc.
FOURTH: That the Certificate of Incorporation of PerkinElmer LIMS, Inc.
shall be the Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement and Plan of Merger is on file at the
principal place of business of PerkinElmer LIMS, Inc., located at 761 Main
Avenue, Norwalk, CT 06859.
SIXTH: That a copy of the Agreement and Plan of Merger will be
furnished by PerkinElmer LIMS, Inc., on request and without cost, to any
stockholder of either party to the merger.
SEVENTH: This Certificate of Merger shall be effective on the date of
its filing with the Secretaries of State of the States of Delaware and
Louisiana.
EIGHTH: The authorized capital stock of the foreign corporation which
is a party to the merger is as follows:
Corporation Class Number of Shares Par Value
----------- ----- ---------------- ---------
Analytical Automation Common 100 None
Specialists, Inc.
This Certificate of Merger is executed by PerkinElmer LIMS, Inc.,
acting through its President, on the date indicated below.
PerkinElmer LIMS, Inc.
Attest: /s/ Phillip Ayers By: /s/ Stephen DeFalco
----------------------------------- -------------------------
Phillip Ayers Stephen DeFalco
Secretary President
Dated: /s/ March 29, 2001
-----------------------------------
Acknowledgment as to
PerkinElmer LIMS, Inc.
State of /s/ Connecticut
------------------------------
County of /s/ Fairfield
------------------------------
BEFORE ME, the undersigned authority, personally came and appeared
Stephen DeFalco who, being duly sworn, declared and acknowledged before me that
he is the President of PerkinElmer LIMS, Inc. and that in such capacity he was
duly authorized to and did execute the foregoing Certificate of Merger on behalf
of such corporation, for the purposes therein expressed, as his and such
corporation's free act and deed, and that the facts stated therein are true.
/s/ Stephen DeFalco
--------------------------------
Stephen DeFalco
Sworn to and subscribed before me
this 29th day of March, 2001.
/s/ Geraldine A. Murillo
- -----------------------------------------
NOTARY PUBLIC
GERALDINE A. MURILLO
[SEAL] NOTARY PUBLIC
MY COMMISSION EXPIRES: NOV. 30, 2005
PERKINELMER LIMS, INC.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
PerkinElmer LIMS, Inc., 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 Board of Directors of said corporation, by unanimous
written consent of its members, adopted a resolution proposing and declaring
advisable the following amendment to the Restated Certificate of Incorporation
of said corporation:
RESOLVED, that in accordance with the applicable provisions of Sections
242 and 228 of the General Corporation Law of the State of Delaware,
the Restated Certificate of Incorporation of PerkinElmer LIMS, Inc. be
amended by changing the first Article thereof so that, as amended, said
Article shall be and read as follows:
The name of the corporation is PerkinElmer Labworks, Inc.
SECOND: That in lieu of a meeting and vote of shareholders, the sole
shareholder has given unanimous written consent to said amendment in accordance
with the provisions of Section 228 of the General Corporation Law of the State
of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said PerkinElmer LIMS, Inc. has caused this
certificate to be signed by Philip Ayers, its Secretary , this 3d day of April,
2001.
/s/ Philip Ayers
-----------------------------------------
By: Philip Ayers
Secretary