EXHIBIT 3.21
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION
(UNDER G.L. 156B)
ARTICLE I
The name of the corporation is:
EG&G Holdings, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To manufacture instruments and components. Notwithstanding the
foregoing, the purpose of the corporation is to engage in any lawful
Massachusetts Business Corporation Law, more specifically to
manufacture instruments and components
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 inch
sheets of paper, leaving a left hand margin of at least 1 inch for
binding. Additions to more than one article may be continued on a
single sheet so long as each article requiring each such addition is
clearly indicated.
(Mass. - 1635 - 7/12/90)
ARTICLE III
The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation is authorized to
issue is as follows:
WITHOUT PAR VALUE STOCKS
- --------------------------------------
TYPE NUMBER OF SHARES
- --------------------------------------
COMMON: 200,000
- --------------------------------------
PREFERRED
- --------------------------------------
WITH PAR VALUE STOCKS
- -----------------------------------------------------------
TYPE NUMBER OF SHARES PAR VALUE
- -----------------------------------------------------------
COMMON
- -----------------------------------------------------------
PREFERRED
- -----------------------------------------------------------
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established with any class.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of business and
affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders: (If there are no provisions state
"None".)
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII
a. The post office address of the corporation IN MASSACHUSETTS is: 45
William Street, Wellesley, Massachusetts 02181
b. The name, residence and post office address (if different) of the
directors and officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: William F. Roppenecker 1066 Wittenberg Road, Mount Tremper, NY 12457
Treasurer: Peter A. Broadbent 45 Hampshire Road, Wellesley, MA 02181
Clerk: John S. Donahue 4 Essex Place, Chelmsford, MA 01824
Directors: John S. Donahue 4 Essex Place, Chelmsford, MA 01824
Murray Gross 9 Eliot Lane, Weston, MA 02193
Fred B. Parks 404 Katahdin Drive, Lexington, MA 02173
c. The fiscal year of the corporation shall end on the last day of the
month of: December
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation,
if any, is: C T CORPORATION SYSTEM, 2 Oliver Street, Boston, Massachusetts 02109
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above have been duly elected.
IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose
signature(s) appear below as incorporator(s) and whose names and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as Incorporator(s) this 16th day of December 1994.
/s/ Kristen Tirrell
- --------------------------------------------------------------------------------
Kristen Tirrell 2 Oliver Street, Boston, Massachusetts 02109
/s/ Lauren Kreatz
- --------------------------------------------------------------------------------
Lauren Kreatz 2 Oliver Street, Boston, Massachusetts 02109
/s/ Siobhan Vincent
- --------------------------------------------------------------------------------
Siobhan Vincent 2 Oliver Street, Boston, Massachusetts 02109
Note: If an already-existing corporation is acting as Incorporator, type in the
exact name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.
484630
[STAMP: SECRETARY OF STATE
RECEIVED 1994 DEC 16 PM 3:50
CORPORATION DIVISION]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS CHAPTER 156B, SECTION 12
-------------------------------------
I hereby certify that, upon an examination of these articles of
organization, duly submitted to me, it appears that the provisions of the
General Laws relative to the organization or corporations have been complied
with, and I hereby approve said articles and the filing fee in the amount of
$200 having been paid, said articles are deemed to have been filed with me this
16th day of December 1994.
Effective date
/s/ Michael Joseph Connolly
Michael J. Connolly
Secretary of State
FILING FEE: 1/10 OF 1% of the total amount of the authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock having a par
value less than one dollar, or no par stock, shall be deemed to have a par value
of one dollar per share.
[STAMP/SEAL: A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE: 12/9/02 CLERK: /s/__________]
-------
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
________________________________________________
________________________________________________
________________________________________________
Telephone:______________________________________
THE COMMONWEALTH OF MASSACHUSETTS
FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY NO. 04-2436772
Secretary of State
ONE ASHBURTON PLACE FEDERAL IDENTIFICATION
BOSTON, MASS. 02108 NO. 04-2436772
000484630
ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 79
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114.
Make checks payable to the Commonwealth of Massachusetts
MERGER* OF [Not Reg] EG&G Holdings, Inc., a Delaware
Corporation and EG&G Holdings, Inc.,
a Massachusetts Corporation
the constituent corporations
into
[S] EG&G Holdings, Inc.
the surviving* corporation organized under the laws of Massachusetts as
specified in the agreement referred to in Paragraph 1 below.
The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:
1. An agreement of merger* has been duly adopted in compliance
with the requirements of subsections (b) and (c) of General Laws, Chapter 156B,
Section 79, and will be kept as provided by subsection (c) thereof. The
resulting* surviving* corporation will furnish a copy of said agreement to any
of its stockholders, or to any person who was a stockholder of any constituent
corporation, upon written request and without charge.
2. The effective date of the merger* determined pursuant to the
agreement referred to in paragraph 1 shall be upon filing with the Secretary of
State of Massachusetts
3. (For a merger)
** The following amendments to the articles of organization of
the SURVIVING corporation to be effected pursuant to the
agreement of merger referred to in paragraph 1 are as follows:
NONE
*Delete the inapplicable words.
**If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall
be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
left hand margin of at least 1 inch for binding. Additions to more than
one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
(MASS. - 1676 - 10/12/89)
(b) The total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue is as
follows:
- ---------------------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
--------------------------------------------------------------------------------
PAR
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
- ---------------------------------------------------------------------------------------------------------------
Preferred $
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Common
- ---------------------------------------------------------------------------------------------------------------
**(c) If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.
NONE
***(d) Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its voluntary
dissolution, for restrictions upon the transfer of shares of stock of any class,
or for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:
NONE
[deleted] other than Massachusetts.)
The following information shall not for any purpose be treated as a permanent
part of the articles of organization of the surviving* corporation.
(a) The post office address of the principal office of the
surviving* corporation in Massachusetts is: 45 William Street, Wellesley, MA
02181
(b) The name, residence and post office address of each of the
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:
Name Residence Post Office Address
President William F. Roppenecker 1066 Wittenberg Road
Mount Tremper, NY 12457
Treasurer Peter A. Broadbent 45 Hampshire Road
Wellesley, MA 02181
Clerk John S. Donahue 4 Essex Place
Chelmsford, MA 01824
Directors John S. Donahue 4 Essex Place, Chelmsford, MA 01824
Murray Gross 9 Eliot Lane, Weston, MA 02193
Fred B. Parks 404 Katahdin Drive, Lexington, MA 02173
(c) The date adopted on which the fiscal year of the surviving*
corporation ends is: calendar year
(d) The date fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: 10:00 a.m. on third Tuesday in
May
*Delete the inapplicable words.
**If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall
be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
left hand margin of at least 1 inch for binding. Additions to more than
one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
[Deleted]
FOR MASSACHUSETTS CORPORATIONS
The undersigned Vice President* and Assistant Clerk* of EG&G Holdings,
Inc. a corporation organized under the laws of Massachusetts further state under
the penalties of perjury that the agreement of merger* referred to in paragraph
1 has been duly executed on behalf of such corporation and duly approved in the
manner required by General Laws, Chapter 156B, Section 79.
/s/ John S. Donahue Vice President*
-----------------------------------
/s/ William C. Sullivan Assistant Clerk*
-----------------------------------
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned Theodore P. Theodores + and John S. Donahue ++ of EG&G
Holdings, Inc. a corporation organized under the laws of Delaware further state
under the penalties of perjury that the agreement of merger* referred to in
paragraph 1, has been duly adopted by such corporation in the manner required by
the laws of Delaware.
/s/ T. P. Theodores +
-----------------------------------
/s/ John S. Donahue ++
-----------------------------------
*Delete the inapplicable words.
+ Specify the officer having powers and duties corresponding to those of the
President or Vice President of a Massachusetts corporation organized under
General Laws, Chapter 156B.
++ Specify the officer having power and duties corresponding to the Clerk or
Assistant Clerk of such a Massachusetts corporation.
(MASS. - 1676)
485220
[STAMP: SECRETARY OF STATE
RECEIVED 1994 DEC 22 AM 11:54
CORPORATION DIVISION]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF CONSOLIDATION* MERGER*
(GENERAL LAWS, CHAPTER 156B, SECTION 79)
I hereby approve the within articles of merger* and, the filing fee in
the amount of $250.00 having been paid, said articles are deemed to have been
filed with me this 22nd day of December, 1994.
Effective Date /s/ Michael Joseph Connolly
12/22/94
MICHAEL JOSEPH CONNOLLY
Secretary of State
[STAMP/SEAL: A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE: 12/6/02 CLERK: /s/_______ ]
--------
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF MERGER TO BE SENT
TO: CT CORPORATION SYSTEM
2 Oliver Street
Boston, Massachusetts 02109
Telephone: (617) 482-4420
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
FEDERAL IDENTIFICATION
NO.04-2436772
MICHAEL JOSEPH CONNOLLY 000484630
Secretary of State
ONE ASHBURTON PLACE FEDERAL IDENTIFICATION
BOSTON, MASS. 02108 NO. 95-2947861
ARTICLES OF MERGER*
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 79
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114.
Make checks payable to the Commonwealth of Massachusetts
MERGER* OF [S] EG&G Holdings, Inc., a Massachusetts
Corporation and
[Not Reg] Frank Hill Associates, Inc. a California
Corporation
the constituent corporations
into
EG&G Holdings, Inc.
the surviving* corporation organized under the laws of Massachusetts as
specified in the agreement referred to in Paragraph 1 below.
The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:
1. An agreement of merger* has been duly adopted in compliance
with the requirements of subsections (b) and (c) of General Laws, Chapter 156B,
Section 79, and will be kept as provided by subsection (c) thereof. The
resulting* surviving* corporation will furnish a copy of said agreement to any
of its stockholders, or to any person who was a stockholder of any constituent
corporation, upon written request and without charge.
2. The effective date of the merger* determined pursuant to the
agreement referred to in paragraph 1 shall be Upon filing
3. (For a merger)
** The following amendments to the articles of
organization of the SURVIVING corporation to be effected
pursuant to the agreement of merger referred to in paragraph 1
are as follows:
NONE
*Delete the inapplicable words.
**If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall
be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
left hand margin of at least 1 inch for binding. Additions to more than
one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
(MASS. - 1676 - 10/12/89)
(b) The total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue is as
follows:
- -----------------------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
------------------------------------------------------------------------------------
PAR
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
- -----------------------------------------------------------------------------------------------------------------
Preferred $
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Common
- -----------------------------------------------------------------------------------------------------------------
**(c) If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.
NONE
***(d) Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its voluntary
dissolution, for restrictions upon the transfer of shares of stock of any class,
or for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:
NONE
4. (This paragraph 4 may be deleted if the surviving* corporation
is organized under the laws of a state other than Massachusetts.)
The following information shall not for any purpose be treated as a permanent
part of the articles of organization of the surviving* corporation.
(a) The post office address of the principal office of the
surviving* corporation in Massachusetts is: 45 William Street, Wellesley, MA
02181
(b) The name, residence and post office address of each of the
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:
Name Residence Post Office Address
President William F. Roppenecker 1066 Wittenberg Road
Mount Tremper, NY 12457
Treasurer Peter A. Broadbent 45 Hampshire Road
Wellesley, MA 02181
Clerk John S. Donahue 4 Essex Place
Chelmsford, MA 01824
Directors John S. Donahue 4 Essex Place, Chelmsford, MA 01824
Murray Gross 9 Eliot Lane, Weston, MA 02193
Fred B. Parks 404 Katahdin Drive, Lexington, MA 02173
(c) The date adopted on which the fiscal year of the surviving*
corporation ends is: calendar year
(d) The date fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: 10:00 a.m. on third Thursday in
May
*Delete the inapplicable words.
**If there are no provisions state "NONE."
NOTE: If the space provided under article 3 is insufficient, additions shall
be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
left hand margin of at least 1 inch for binding. Additions to more than
one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
[Deleted]
FOR MASSACHUSETTS CORPORATIONS
The undersigned Vice President* and Assistant Clerk* of EG&G Holdings,
Inc. a corporation organized under the laws of Massachusetts further state under
the penalties of perjury that the agreement of merger* referred to in paragraph
1 has been duly executed on behalf of such corporations and duly approved in the
manner required by General Laws, Chapter 156B, Section 79.
/s/ John S. Donahue Vice President*
-----------------------------------
/s/ William C. Sullivan Assistant Clerk*
-----------------------------------
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned William C. Sullivan + and John S. Donahue ++ of Frank
Hill Associates, Inc. a corporation organized under the laws of ____________
further state under the penalties of perjury that the agreement of merger*
referred to in paragraph 1, has been duly adopted by such corporation in the
manner required by the laws of California.
/s/ William C. Sullivan +
-----------------------------------
/s/ John S. Donahue ++
-----------------------------------
*Delete the inapplicable words.
+ Specify the officer having powers and duties corresponding to those of the
President or Vice President of a Massachusetts corporation organized under
General Laws, Chapter 156B.
++ Specify the officer having power and duties corresponding to the Clerk or
Assistant Clerk of such a Massachusetts corporation.
(MASS. - 1676)
488235 40499
[STAMP:
RECEIVED JAN 11 1995
SECRETARY OF STATE CORPORATION DIVISION]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF CONSOLIDATION* MERGER*
(GENERAL LAWS, CHAPTER 156B, SECTION 79)
I hereby approve the within articles of consolidation* merger* and, the
filing fee in the amount of $250 having been paid, said articles are deemed to
have been filed with me this 11th day of January 1995.
Effective Date /s/ Michael Joseph Connolly
1/11/95
MICHAEL JOSEPH CONNOLLY
Secretary of State
[STAMP/SEAL: A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE: 12/6/02 CLERK: /s/________]
-------
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF MERGER TO BE SENT
TO: CT CORPORATION SYSTEM
2 Oliver Street
Boston, Massachusetts 02109
Telephone: (617) 482-4420
*Delete the inapplicable words.
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. 88-0273473 NO. 95-2947861
000484630
THE COMMONWEALTH OF MASSACHUSETTS
/s/ BS WILLIAM FRANCIS GALVIN 081
--------- Secretary of the Commonwealth 052
Examiner One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER*
(GENERAL LAWS, CHAPTER 156B, SECTION 79)
MERGER* OF [Not Reg] Westpart Corporation
[S] EG&G Holdings, Inc.
the constituent corporations, into
EG&G Holdings, Inc.
/*one of the constituent corporations organized under the laws of:
Massachusetts
The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:
1. An agreement of merger* has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 79, and will be
kept as provided by Subsection (c) thereof. The surviving* corporation
will furnish a copy of said agreement to any of its stockholders, or to
any person who was a stockholder of any constituent corporation, upon
written request and without charge.
2. The effective date of the merger* determined pursuant to the
agreement of *merger shall be the date approved and filed by the
Secretary of the Commonwealth: If a later effective date is desired,
specify such date which shall not be more than thirty days after the
date of filing:
3. (For a merger)
** The following amendments to the Articles of Organization of the
surviving corporation have been effected pursuant to the agreement of
merger: NONE
(For a consolidation)
(a) The purpose of the resulting corporation is to engage in the
following business activities:
*Delete the inapplicable words.
**If there are no provisions state "NONE."
NOTE: If the space provided under any article or item on this form
is insufficient, additions shall be set forth on separate
8 1/2 x 11 inch sheets of paper, leaving a left hand margin of
at least 1 inch for binding. Additions to more than one
article may be continued on a single sheet so long as each
article requiring each such addition is clearly indicated.
(MASS. - 1676 - 6/30/95)
(For a consolidation)
(a) State the total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized to issue:
- ------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
- ------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------------------------------------------------------
Common: Common:
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Preferred: Preferred:
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.
**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
ITEM 4 BELOW MAY BE DELETED IF THE RESULTING/SURVIVING CORPORATION IS ORGANIZED
UNDER THE LAWS OF A STATE OTHER THAN MASSACHUSETTS.
4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the *resulting / *surviving corporation.
(a) The street address (post office boxes are not acceptable) of the *resulting
/ *surviving corporation in Massachusetts is: 45 William Street, Wellesley, MA
02181
**If there are no provisions state "NONE."
(MASS. - 1676)
(b) The name, residential address and post office address of each director and
officer of the *resulting / *surviving corporation is:
POST OFFICE
NAME RESIDENTIAL ADDRESS ADDRESS
President: William F. Roppenecker 1066 Wittenberg Road Same
Mt. Tremper, NY 12457
Treasurer: Daniel T. Heaney 10 Hillcrest Rd. Same
Reading, MA 01867
Clerk: William C. Sullivan 11 Crest Drive Same
Dover, MA 02030
Directors: Murray Gross 9 Eliot Lane Same
Weston, MA 02193
John S. Donohue 4 Essex Place Same
Chelmsford, MA 01824
Fred B. Parks 404 Katahdin Drive Same
Lexington, MA 02173
(c) The fiscal year ended (i.e. tax year) of the *surviving corporation shall
end on the last day of the month of: December.
(d) The name and business address of the resident agent, if any, of the
*surviving corporation is: c/o C T Corporation System, 2 Oliver Street, Boston,
MA 02109
ITEM 5 BELOW MAY BE DELETED IF THE RESULTING/SURVIVING CORPORATION IS ORGANIZED
UNDER THE LAWS OF MASSACHUSETTS.
5. The *resulting / *surviving corporation hereby agrees that it may be sued in
the Commonwealth of Massachusetts for any prior obligation of any constituent
Massachusetts corporation, any prior obligation of any constituent foreign
corporation qualified under General Laws, Chapter 181, and any obligations
hereafter incurred by the *resulting / *surviving corporation, including the
obligation created by General Laws, Chapter 156B, Section 85, so long as any
liability remains outstanding against the corporation in the Commonwealth of
Massachusetts, and it hereby irrevocably appoints the Secretary of the
Commonwealth as its agent to accept service of process in any action for the
enforcement of such obligation, including taxes, in the same manner as provided
in Chapter 181.
FOR MASSACHUSETTS CORPORATIONS
The undersigned Vice President* and Assistant Clerk* of EG&G Holdings, Inc., a
corporation organized under the laws of Massachusetts, further state under the
penalties of perjury that the agreement of *consolidation / *merger has been
duly executed on behalf of such corporation and duly approved in the manner
required by General Laws, Chapter 156B, Section 78.
/s/ John S. Donahue , *Vice President
- -------------------------------------------------
John S. Donahue
/s/ William C. Sullivan , *Assistant Clerk
- -------------------------------------------------
William C. Sullivan
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned + John S. Donahue and ++ William C. Sullivan of Westpart
Corporation, a corporation organized under the laws of Nevada, further state
under the penalties of perjury that the agreement of *merger has been duly
adopted by such corporation in the manner required by the laws of Nevada.
+ /s/ John S. Donahue
----------------------------------------
John S. Donahue, Vice President
++ /s/ William C. Sullivan
----------------------------------------
William C. Sullivan, Assistant Secretary
*Delete the inapplicable words.
+ Specify the officer having powers and duties corresponding to those of the
president or vice president of a Massachusetts corporation organized under
General Laws, Chapter 156B.
++ Specify the officer having power and duties corresponding to the clerk or
assistant clerk of such a Massachusetts corporation.
511993
[STAMP: SECRETARY OF
THE COMMONWEALTH
1995 SEP 12 PM 3:53
CORPORATION DIVISION]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF *CONSOLIDATION / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 79)
I hereby approve the within articles of *Consolidation / *Merger and,
the filing fee in the amount of $250 having been paid, said articles are deemed
to have been filed with me this 12th day of September 1995.
Effective Date
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
[STAMP/SEAL: A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE: 12/6/02 CLERK: /s/______]
-------
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Brenda J. Cullen c/o C T Corporation System
2 Oliver Street
Boston, Massachusetts 02109
Telephone: 1-800-225-2034
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. 04-2436772 NO. 94-1739268
EG&G Holdings, Inc. Reticon Corporation
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN 081
Secretary of the Commonwealth 052
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF *CONSOLIDATION / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 79)
MERGER* OF Reticon Corporation
EG&G Holdings, Inc.
the constituent corporations, into
EG&G Holdings, Inc.
/*one of the constituent corporations organized under the laws of:
Massachusetts
The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:
1. An agreement of merger* has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 79, and will be
kept as provided by Subsection (c) thereof. The *surviving corporation
will furnish a copy of said agreement to any of its stockholders, or to
any person who was a stockholder of any constituent corporation, upon
written request and without charge.
2. The effective date of the *merger determined pursuant to the
agreement of *merger shall be the date approved and filed by the
Secretary of the Commonwealth: If a later effective date is desired,
specify such date which shall not be more than thirty days after the
date of filing:
Close of business July 24, 1998
3. (For a merger)
** The following amendments to the Articles of Organization of the
surviving corporation have been effected pursuant to the agreement of
merger: NONE
(For a consolidation)
(a) The purpose of the resulting corporation is to engage in the
following business activities:
*Delete the inapplicable words.
NOTE: If the space provided under article 3 is insufficient,
additions shall be set forth on separate 8 1/2 x 11 inch
sheets of paper, leaving a left hand margin of at least 1 inch
for binding. Additions to more than one article may be
continued on a single sheet so long as each article requiring
each such addition is clearly indicated.
(For a consolidation)
(a) State the total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized to issue:
- ------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
- ------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------------------------------------------------------
Common: Common:
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Preferred: Preferred:
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, special or relative rights or privileges of each class
and of each series then established.
**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
ITEM 4 BELOW MAY BE DELETED IF THE RESULTING/SURVIVING CORPORATION IS ORGANIZED
UNDER THE LAWS OF A STATE OTHER THAN MASSACHUSETTS.
4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the *surviving corporation.
(a) The street address of the *surviving corporation in Massachusetts is: (post
office boxes are not acceptable) 45 William Street, Wellesley, MA 02481
**If there are no provisions state "None."
(b) The name, residential address and post office address of each director and
officer of the *resulting / *surviving corporation is:
NAME RESIDENTIAL ADDRESS
President: Gregory L. Summe c/o EG&G, Inc., 45 William St., Wellesley, MA 02481
Treasurer: Daniel T. Heaney 10 Hillcrest Road, Reading, MA 01867
Clerk: Philip Ayers 5 Acorn Circle, Medfield, MA 02052
Directors: Murray Gross 9 Eliot Lane, Weston, MA 02493
Philip Ayers 5 Acorn Circle, Medfield, MA 0202
John F. Alexander II 16 Liberty Drive, Southboro, MA 01772
William C. Sullivan (VP) 11 Crest Drive, Dover, MA 02030
(c) The fiscal year ended (i.e. tax year) of the *surviving corporation shall
end on the last day of the month of: December.
(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:
CT Corporation System, 2 Oliver Street, Boston, MA 02109
ITEM 5 BELOW MAY BE DELETED IF THE RESULTING/SURVIVING CORPORATION IS ORGANIZED
UNDER THE LAWS OF MASSACHUSETTS.
FOR MASSACHUSETTS CORPORATIONS
The undersigned *Vice President and *Clerk of EG&G Holdings, Inc., a corporation
organized under the laws of Massachusetts, further state under the penalties of
perjury that the agreement of *consolidation / *merger has been duly executed on
behalf of such corporation and duly approved in the manner required by General
Laws, Chapter 156B, Section 78.
/s/ William C. Sullivan , *Vice President
- --------------------------------------------------
/s/ Philip Ayers , *Clerk
- --------------------------------------------------
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned + Andres Buser, Vice President and ++ Philip Ayers, Secretary,
of Reticon Corporation, a corporation organized under the laws of California,
further state under the penalties of perjury that the agreement of *merger has
been duly adopted by such corporation in the manner required by the laws of
California.
+ /s/ Andres Buser
-------------------------------
++ /s/ Philip Ayers
-------------------------------
*Delete the inapplicable words.
+ Specify the officer having powers and duties corresponding to those of the
president or vice president of a Massachusetts corporation organized under
General Laws, Chapter 156B.
++ Specify the officer having power and duties corresponding to the clerk or
assistant clerk of such a Massachusetts corporation.
624883 617
[STAMP: SECRETARY OF
THE COMMONWEALTH
98 JUL 27 PM 2:30]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF *CONSOLIDATION / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 79)
I hereby approve the within articles of *Consolidation / *Merger and,
the filing fee in the amount of $250 having been paid, said articles are deemed
to have been filed with me this 27th day of July 1998.
Effective date July 27, 1998
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
[STAMP/SEAL: A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE: 12/6/02 CLERK: /s/_______]
-------
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
EG&G Holdings, Inc., c/o Legal Department
45 William Street
Wellesley, MA 02481
Telephone: 781-431-4113
FEDERAL IDENTIFICATION
NO.042436772
THE COMMONWEALTH OF MASSACHUSETTS
/s/ WILLIAM FRANCIS GALVIN 021
- -------- Secretary of the Commonwealth
Examiner One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, William C. Sullivan, *Vice President,
-------------------------------------------------------
and John L. Healy, *Assistant Clerk,
-------------------------------------------------------
of EG&G Holdings, Inc.,
-------------------------------------------------------------------------
(Exact name of corporation)
located at 45 William Street, Wellesley, MA 02481
------------------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
I
- ----------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on November
12, 1999, by vote of:
1,272 shares of common stock of 1,272 shares outstanding,
- ----- ------------ -----
(type, class & series, if any)
- ----- shares of ------------ of ----- shares outstanding, and
(type, class & series, if any)
- ----- shares of ------------ of ----- shares outstanding,
(type, class & series, if any)
(1) **being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article may be
made on a single sheet so long as each article requiring each such addition is
clearly indicated.
(MASS. - 1636 - 9/25/95)
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
- ------------------------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
Common: Common:
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Preferred: Preferred:
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Change the total authorized to:
- ------------------------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
Common: Common:
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Preferred: Preferred:
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Article I.
The name of the corporation is PerkinElmer Holdings, Inc.
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which even the amendment will become effective on such later date.
Later effective date: _______________________________.
SIGNED UNDER THE PENALTIES OF PERJURY, this 12th day of November, 1999,
/s/ William C. Sullivan William C. Sullivan , *Vice President,
- ----------------------------------------------------
/s/ John L. Healy John L. Healy , *Assistant Clerk.
- ----------------------------------------------------
*Delete the inapplicable words.
(MASS. - 1636)
681113 105041074
[STAMP: SECRETARY OF
THE COMMONWEALTH
99 NOV 18 AM 11:57
CORPORATION DIVISION]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within articles of *Consolidation / *Merger and,
the filing fee in the amount of $100 having been paid, said articles are deemed
to have been filed with me this 18th day of November 1999.
Effective date
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
[STAMP/SEAL: A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE: 12/6/02 CLERK: /s/_________ ]
-------
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
#1965827
C T CORPORATION SYSTEM
2 Oliver Street
Boston, Massachusetts 02109
FEDERAL IDENTIFICATION NO. FEDERAL IDENTIFICATION NO.
04-2436772 04-2865691
HOLDINGS N/C VENTURES 3/15/85
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN 081
Secretary of the Commonwealth 051
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)
MERGER* OF EG&G Ventures, Inc. and PerkinElmer
Holdings, Inc.
the constituent corporations, into
PerkinElmer Holdings, Inc.
/*one of the constituent corporations.
The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:
1. An agreement of merger* has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The *surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.
2. The effective date of the *merger determined pursuant to the agreement
of *merger shall be the date approved and filed by the Secretary of the
Commonwealth: If a later effective date is desired, specify such date which
shall not be more than thirty days after the date of filing:
3. (For a merger) ** The following amendments to the Articles of
Organization of the surviving corporation have been effected pursuant to the
agreement of merger: none
*Delete the inapplicable words.
NOTE: If the space provided under article 3 is insufficient, additions shall
be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
left hand margin of at least 1 inch for binding. Additions to more than
one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
(For a consolidation)
(a) The purpose of the resulting corporation is to engage in the following
business activities:
(b) State the total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue:
- ------------------------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
Common: Common:
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Preferred: Preferred:
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, special or relative rights or privileges of each class
and of each series then established.
**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
**If there are no provisions state "None."
4. The information contained in Item 4 is not a permanent part of the
Articles of Organization of the *surviving corporation.
(a) The street address of the *surviving corporation in Massachusetts is:
(post office boxes are not acceptable) 45 William Street, Wellesley, MA 02481
(b) The name, residential address and post office address of each director
and officer of the *surviving corporation is:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: Robert F. Friel 16 Longmeadow Dr., Westwood, MA 02090
Treasurer: Robert F. Friel 16 Longmeadow Dr., Westwood, MA 02090
Clerk: John L. Healy 50 Rolling Meadow Dr., Holliston, MA 0174
Directors: Robert F. Friel 16 Longmeadow Dr., Westwood, MA 02090
Terrance L. Carlson 25 Crescent Street, Waltham, MA 02453
John L. Healy 50 Rolling Meadow Dr., Holliston, MA 0174
(c) The fiscal year ended (i.e. tax year) of the *surviving corporation
shall end on the last day of the month of: December.
(d) The name and business address of the resident agent, if any, of the
*surviving corporation is: CT Corporation, 101 Federal Street, Boston, MA 02110
The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of by the stockholders of such corporation *merger has been
duly executed on behalf of such corporation and duly approved in the manner
required by General Laws, Chapter 156B, Section 78.
/s/ Terrance L. Carlson , *Vice President,
- --------------------------------------------------
Terrance L. Carlson
/s/ John L. Healy , *Clerk,
- --------------------------------------------------
John L. Healy
of EG&G Ventures, Inc.----------------------------
(Name of constituent corporation)
/s/ Robert F. Friel , *President,
- --------------------------------------------------
Robert F. Friel
/s/ John L. Healy , *Clerk,
- ----------------------------------------------------
John L. Healy
of PerkinElmer Holdings, Inc.--------------------------------------
- -------------------------------------------------------------------
(Name of constituent corporation)
*Delete the inapplicable words.
762260 105141674
[STAMP: SECRETARY OF
THE COMMONWEALTH
01 JUL 23 PM 3:08
CORPORATE DIVISION]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF *CONSOLIDATION / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)
I hereby approve the within articles of *Merger and, the filing fee in
the amount of $250 having been paid, said articles are deemed to have been filed
with me this 23rd day of July 2001.
Effective date: _____________________________________
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
[STAMP/SEAL: A TRUE COPY ATTEST
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
DATE: 12/6/02 CLERK: /s/________ ]
-------
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
CT Corporation/Lisa Shdeed
101 Federal Street
Boston, MA 02110
Telephone: 617-675-6400