EXHIBIT 3.17
CERTIFICATE OF INCORPORATION
OF
BILC ACQUISITION CORP.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts amendatory thereof and supplemental thereto, and known,
identified and referred to as the "General Corporation Law of the State of
Delaware" or the "General Corporation Law") , hereby certifies that:
FIRST: The name of the corporation (hereinafter referred to as
the "Corporation") is:
BILC ACQUISITION CORP.
SECOND: The address, including street, number, city and
county, of the registered office of the Corporation in the State of Delaware is
1013 Centre road, Wilmington, Delaware 19805, County of New Castle; and the name
of the registered agent of the Corporation in the State of Delaware is
Corporation Service 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 of stock which the
Corporation shall have authority to issue is 20,000 shares of common stock,
having a par value of $.01 per share.
FIFTH: The name and the mailing address of the incorporator is
as follows:
NAME MAILING ADDRESS
- ---- ---------------
Robert L. Lawrence c/o Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Fl.
New York, New York 10019
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of any
receiver or receivers appointed for this Corporation under Section 279 of Title
8 of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
EIGHTH: 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. After the original or other By-laws of the
Corporation have been adopted, amended, or repealed, as the
case may be, in accordance with the provisions of Section 109
of the General Corporation Law of the State of Delaware, and,
after the Corporation has received any payment for any of its
stock, the power to adopt, amend, or repeal the By-laws of the
Corporation may be exercised by the Board of Directors of the
Corporation; provided, however, that any provision for the
classification of Directors of the Corporation for staggered
terms pursuant to the provisions of subsection (d) of Section
141 of the General Corporation Law of the State of Delaware
shall be set forth in an initial By-law or in a By-law adopted
by the stockholders entitled to vote of the Corporation unless
provisions for such classification shall be set forth in this
Certificate of Incorporation.
3. Whenever the Corporation shall be authorized
to issue only one class of stock, each outstanding share shall
entitle the holder thereof to notice of, and the right to vote
at, any meeting of stockholders. Whenever the Corporation
shall be authorized to issue more than one class of stock, no
outstanding share of
2
any class of stock which is denied voting power under the
provisions of the certificate of incorporation shall entitle
the holder thereof to the right to vote at any meeting of
stockholders except as the provisions of paragraph (2) of
subsection (b) of Section 242 of the General Corporation Law
of the State of Delaware shall otherwise require; provided,
that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of
said class.
NINTH: No director of the Corporation shall have any personal
liability to the Corporation or to any of its stockholders for monetary damages
for breach of fiduciary duty as a director; provided, however, that this
provision eliminating such personal liability of a director 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 stockholders, (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 or (iv) for any
transaction from which the director derived an improper personal benefit. If the
General Corporation Law is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation law as so amended. Any repeal or
modification of this Article NINTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
TENTH: The Corporation shall, to the fullest extent permitted
by the General Corporation Law, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have the power to indemnify under
the General Corporation Law from and against any and all of the expenses,
liabilities or other matters referred to in or covered by the General
Corporation Law, 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 his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has 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.
ELEVENTH: 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 ELEVENTH.
Signed on October 27, 1997.
/s/ Robert L. Lawrence
--------------------------------------
ROBERT L. LAWRENCE, Incorporator
3
CERTIFICATE OF MERGER
OF
BILC ACQUISITION CORP.
AND
ILC TECHNOLOGY, INC.
It is hereby certified that:
1. The constituent business corporations participating
in the merger herein certified are:
(i) BILC Acquisition Corp., which is
incorporated under the laws of the State of Delaware ("BILC"); and
(ii) ILC Technology, Inc., which is incorporated
under the laws of the State of California.
2. An Agreement and Plan of Merger (the "Merger
Agreement"), dated as of October 30, 1997, as amended by Amendment No. 1 dated
as of January 6, 1998, among BEC Group, Inc., BILC, and ILC Technology, Inc.,
setting forth the terms and conditions of the merger of ILC with and into BILC
has been approved, adopted, certified, executed, and acknowledged by each of the
aforesaid constituent corporations in accordance with the provisions of
subsection (c) of Section 252 of the General Corporation Law of the State of
Delaware.
3. BILC shall be the surviving corporation (the
"Surviving Corporation") and the Certificate of Incorporation of BILC as in
force and effect upon the effective date of the merger, shall be the Certificate
of Incorporation of the Surviving Corporation, except that Article First thereof
relating to the name of the corporation, is hereby amended and changed by
striking out the Article First thereof and by substituting in lieu thereof a new
Article First as follows:
"First: The name of the corporation (hereinafter referred to
as the "Corporation") is: ILC Technology, Inc."
4. The name of the Surviving Corporation in the merger
herein certified is BILC, which will continue its existence as the Surviving
Corporation under the new name of "ILC Technology, Inc." upon the effective date
of said merger pursuant to the provisions of the General Corporation Law of the
State of Delaware.
5. The executed Merger Agreement between the aforesaid
constituent corporations is on file at the principal place of business of the
Surviving Corporation, the address of which is as follows:
ILC Technology, Inc., 399 Java Drive, Sunnyvale, California
94089.
6. A copy of the Merger Agreement will be furnished by
the Surviving Corporation, on request, and without costs, to any stockholder of
each of the aforesaid constituent corporations.
7. The total number of shares of stock which ILC
Technology, Inc. has authority to issue is 10,000,000 shares, no par value.
Dated: As of March 11, 1998
BILC Acquisition Corp.
By: /s/ Desiree Destefano
-----------------------------------
Name: Desiree Destefano
Title: Vice President, Finance
Dated: As of March 11, 1998
ILC Technology, Inc.
By: /s/ Henry C. Baumgartner
-----------------------------------
Name: Henry C. Baumgartner
Title: Chief Executive Officer
CERTIFICATE OF MERGER
OF
WOLFRAM ELECTRIC, INC.
INTO
ILC TECHNOLOGY, INC.
****************
The undersigned corporation
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
ILC TECHNOLOGY, INC. a Delaware Corporation
WOLFRAM ELECTRIC, INC., a Nevada Corporation
SECOND: That an Agreement of Merger between the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is ILC
TECHNOLOGY, INC., a Delaware corporation.
FOURTH: That the Certificate of incorporation of ILC TECHNOLOGY, INC., a
Delaware corporation which is surviving the merger, shall be the Certificate of
Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at an office of the
surviving corporation, the address of which is ILC Technology, Inc., 399 Java
Drive, Sunnyvale, CA 94089.
SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: That this Certificate of Merger shall be effective on June 30, 1999.
ILC TECHNOLOGY, INC.
/s/ William C. Sullivan
-----------------------------------------
William C. Sullivan, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ILC TECHNOLOGY, INC.
ILC Technology, 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 the
unanimous written consent of its members, filed with the minutes of the Board
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of ILC Technology, 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 Optoelectronics NC, Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have 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.
FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on January 1, 2000.
IN WITNESS WHEREOF, said ILC Technology. Inc., has caused this
certificate to be signed by William C. Sullivan, its Secretary, this 29th day of
November, 1999.
/s/ William C. Sullivan
-----------------------
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
PerkinElmer Optoelectronics NC, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.
The Board of Directors of PerkinElmer Optoelectronics NC, Inc. adopted
the following resolution on the 3rd day of January, 2001.
Resolved, that the registered office of in the state of Delaware be and
it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle, and the authorization of the present
registered agent of this corporation be and the same is hereby withdrawn, and
THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed
the registered agent of this corporation at the address of its registered
office.
IN WITNESS WHEREOF, PerkinElmer Optoelectronics NC, Inc. has caused
this statement to be signed by John L. Healy, this 3d day of January, 2001.
/s/ John L. Healy
-----------------------------------
Assistant Secretary
PerkinElmer Optoelectronics NC, Inc.