EXHIBIT 3.23
Corporations Section Gwyn Shea
P.O. Box 13697 Secretary of State
Austin, Texas 78711-3697
[SEAL]
OFFICE OF THE SECRETARY OF STATE
The undersigned, as Secretary of State of Texas, does hereby certify that the
attached is a true and correct copy of each document on file in this office as
described below:
PERKINELMER AUTOMOTIVE RESEARCH, INC.
Filing Number: 25115700
Articles Of Incorporation September 10, 1968
Articles Of Merger October 01, 1973
Articles Of Amendment July 15, 1977
Change Of Registered Agent/Office May 19, 1978
Change Of Registered Agent/Office January 06, 1985
Change Of Registered Agent/Office July 13, 1990
Articles Of Merger December 27, 1996
Public Information Report (PIR) December 31, 1999
Articles Of Amendment January 27, 2000
In testimony whereof, I have hereunto signed
my name officially and caused to be
impressed hereon the Seal of State at my
office in Austin, Texas on December 06,
2002.
[SEAL]
/s/ Gwyn Shea
Gwyn Shea
Secretary of State
Come visit us on the internet at http://222.sos.state.tx.us
PHONE (512) 463-5555 FAX (512) 463-5709 TTY7-1-1
Prepared by Beverly Mayfield
FILED
In the Office of the
Secretary of State of Texas
SEP 10 1968
/s/ Charles B. Wood
Director, Corp. Division
ARTICLES OF INCORPORATION
AUTOMOTIVE RESEARCH ASSOCIATES, INC.
We, the undersigned natural persons of the age of twenty-one
years or more, at least two of whom are citizens of the State of Texas, acting
as Incorporators of a corporation under the Texas Business Corporation Act, do
hereby adopt the following Articles of Incorporation for such corporation.
ARTICLE ONE
The name of the Corporation is: AUTOMOTIVE RESEARCH
ASSOCIATES, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purposes for which the corporation is organized are as
follows: to manufacture, buy, sell, deal in and with goods, wares and
merchandise, services and real and personal property of every kind and
description, and to do any and all things necessary and incidental to the
carrying on of a business, including the right to own, buy, lease or otherwise
acquire such real estate as may be necessary for carrying out the purpose for
which this corporation is organized, subject to provisions of Article IV, Texas
Miscellaneous Corporation Laws Act, specifically Article 1302-4.01 through
Article 1302-4.07 of the Revised Civil Statutes of Texas, 1925.
ARTICLE FOUR
The aggregate number of shares which the corporation shall
have authority to issue is Five Hundred Thousand (500,000) of the par value of
One Dollar ($1.00) each.
ARTICLE FIVE
The corporation will not commence business until it has
received for the issuance of its shares consideration of the value of One
Thousand Dollars ($1,000.00) consisting of money, labor done or property
actually received, which sum is not less than One Thousand Dollars ($1,000.00)
ARTICLE SIX
The post office address of its initial registered office is:
5404 Bandera Road
San Antonio, Texas
and the name of its initial registered agent at such address is: NORMAN C.
PENFOLD.
ARTICLE SEVEN
The number of Directors constituting the initial Board of
Directors is three (3) and the names and addresses of the persons who are to
serve as Directors until the first annual meeting of the shareholders or until
their successors are elected and qualified are:
NORMAN C. PENFOLD 5404 Bandera Road
San Antonio, Texas
AL HUNDERE 5420 Bandera Road
San Antonio, Texas
EARL W. TRACY, JR. 412 San Antonio Savings Bldg.
San Antonio, Texas
IN WITNESS WHEREOF, we have hereunto set out hands, this 10th
day of September, 1968.
/s/ Phyllis M. Cain
------------------------------------
PHYLLIS M. CAIN
412 San Antonio Savings Bldg.
San Antonio, Texas 78205
/s/ Joe D. Prickett
------------------------------------
JOE D. PRICKETT
412 San Antonio Savings Bldg.
San Antonio, Texas 78205
/s/ Earl W. Tracey, Jr.
------------------------------------
EARL W. TRACY, JR.
412 San Antonio Savings Bldg.
San Antonio, Texas 78205
THE STATE OF TEXAS ]
]
COUNTY OF BEXAR ]
I, LYNDA O'NEILL, a notary public, do hereby certify that on
this 10th day of September, 1968, personally appeared before me PHYLLIS M. CAIN,
JOE D. PRICKETT, and EARL W, TRACY, JR., who each being by me duly sworn
severally declare that they are the persons who signed the foregoing document as
Incorporators, and that the statements therein contained are true.
/s/ Lynda O'Neill
--------------------------------------------
Notary Public in and for Bexar County, Texas
Lynda O'Neill
FILED
In the Office of the
Secretary of State of Texas
OCT 01 1973
/s/ Ted W. Hegl
Director, Corporate Division
ARTICLES OF MERGER
OF DOMESTIC CORPORATION
Pursuant to the provisions of Article 5.04 of the Texas
Business Corporation Act, the undersigned corporations adopt the following
Articles of Merger for the purpose of merging them into one of such
corporations:
1. The Plan of Merger attached hereto and hereby
incorporated herein by reference was approved by the shareholders of each of the
undersigned corporations in the manner prescribed by the Texas Business
Corporation Act.
2. As to each undersigned corporation, the number of
shares outstanding are as follows:
Number of Shares
Name of Corporation Outstanding
------------------- -----------
Automotive Research Associates, Inc. 100,000
- -------------------------------------- -------
Tire Tronics, Inc. 12
- -------------------------------------- -------
3. As to each undersigned corporation, the number of shares voted
for and against such Plan, respectively, are as follows:
Name of Corporation Voted For Voted Against
- ------------------- --------- -------------
Automotive Research Associates, Inc. 100,000 -0-
- ----------------------------------- -------- ------------
Tire Tronics, Inc. 12 -0-
- ----------------------------------- -------- ------------
Dated: August 31, 1973.
AUTOMOTIVE RESEARCH ASSOCIATES, INC.
BY /s/ Norman Penfold
-----------------------------------------
Its President
AND /s/ John S. Donaldson
----------------------------------------
It's Assistant Secretary
FILMED
TIRE TRONICS, INC.
BY /s/ Norman C. Penfold
-----------------------------------------
Its President
AND /s/ John S. Donaldson
----------------------------------------
It's Assistant Secretary
STATE OF TEXAS )
) ss.
COUNTY OF BEXAR )
I, LaVonne Howze, a notary public, do hereby certify that on
this 31st day of August, 1973, personally appeared before me NORMAN C. PENFOLD,
who, being by me first duly sworn, declared that he is the President of
Automotive Research Associates, Inc., that he signed the foregoing document as
President of the corporation and that the statements therein contained are true.
/s/ LaVonne Howze
---------------------------------------
Notary Public in and for
the County of Bexar
State of Texas
STATE OF TEXAS )
) ss.
COUNTY OF BEXAR )
I, LaVonne Howze, a notary public, do hereby certify that on
this 31st day of August, 1973, personally appeared before me NORMAN C. PENFOLD,
who, being by me first duly sworn, declared that he is the President of Tire
Tronics, Inc., that he signed the foregoing document as President of the
corporation and that the statements therein contained are true.
/s/ LaVonne Howze
---------------------------------------
Notary Public in and for
the County of Bexar
State of Texas
AGREEMENT AND PLAN OF MERGER
THIS PLAN AND AGREEMENT OF MERGER dated as of August 1, 1973, among
Automotive Research Associates, Inc., a Texas corporation ("ARA"), Tire Tronics,
Inc., a Texas corporation (the "Company") and EG&G, Inc., a Massachusetts
Corporation (the "Stockholder").
W I T N E S S E T H :
WHEREAS, the parties hereto desire that the Company be merged
with and into ARA pursuant to the terms and provisions hereof providing for such
merger (the "Merger") on the date and at the time provided for herein (the
"Effective Date"); and
WHEREAS, the parties hereto desire to set forth certain
representations, warranties and covenants made by each to the other as an
inducement to the execution and delivery hereof and certain additional
agreements related to the Merger,
NOW, THEREFORE, in consideration of the premises and of the
mutual representations, warranties and covenants herein contained, the parties
hereby agree as follows:
1. Merger. Subject to the terms and conditions herein,
on August 15, 1973, at 10:00 a. m. (or at such earlier or later date and time as
the parties may agree, at the offices of Automotive Research Associates, Inc.,
San Antonio, Texas (or at such other place as the parties may agree), the
Company and ARA shall execute and shall promptly thereafter file with the
appropriate officials of the State of Texas Articles of Merger in substantially
the form attached hereto as Annex A.
At such time (herein called the "Effective Date"), the Company
shall be merged with and into ARA, which is hereby designated as the "Surviving
Corporation, " which shall not be a new corporation and which shall continue its
corporate existence as a Texas corporation to be governed by the laws of the
State of Texas.
At the Effective Date of the Merger:
(a) The Company and ARA shall be a single corporation,
which shall be ARA, the corporation designated herein as the Surviving
Corporation.
(b) The separate existence of the Company shall cease.
(c) The Surviving Corporation shall thereupon and
thereafter possess all the rights, privileges, powers and franchises,
and be subject to all the restrictions, disabilities and duties of the
Company and ARA, and all and singular, the rights, privileges, powers
and franchises of each of the Company and ARA, and all property, real
and personal, and all debts due to either the Company or ARA on
whatever account, as well as all other things in action or belonging to
the Company or ARA shall be vested in the Surviving Corporation, and
all property, rights, privileges, powers and franchises, and all and
every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of the Company and ARA, and the
title to any real estate vested by deed or
- 2 -
otherwise in either the Company or ARA shall not revert or be in any
way impaired by reason of the Merger; but all rights of creditors and
all liens upon any property of any of the Company or ARA shall be
preserved unimpaired, and all debts, liabilities and duties of the
Company or ARA shall thenceforth attach to the Surviving Corporation
and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
The Board of Directors, and the members thereof, and the
officers of ARA, immediately prior to the Effective Date of the Merger, shall be
and constitute the Board of Directors, and the members thereof, and the officers
of the Surviving Corporation to serve in accordance with the by-laws of ARA
until their respective successors shall have been duly elected and qualified.
At the Effective Date of the Merger, all of the Common Stock
of the Company outstanding shall be converted into 100 fully paid and
nonassessable shares of ARA Common Stock, without any action on the part of the
holder thereof. Upon surrender of its certificates representing common stock of
the Company, the Stockholder shall be entitled to receive certificates
representing the 100 shares of ARA Common Stock into which such common stock
shall have been converted.
2. Representations and Warranties of the Company. The
Company represents and warrants as follows:
2.1. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of Texas, and is
duly authorized, qualified and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to carry on its business in the
place and in the manner as now conducted.
2.2. The authorized capital stock of the Company consists
solely of 200 shares of Common Stock, $1.00 par value, of which 12 shares are
issued and outstanding (the "Stock"), and are owned and held by the Stockholder
free and clear of all liens, claims and encumbrances. Each share of Stock is
duly and validly authorized and issued, fully paid and nonassessable, and was
not issued in violation of the preemptive rights of any stockholder. No option,
warrant, call or commitment of any kind obligating the Company to issue any of
its capital stock exists.
2.4. The Company has good and marketable title to all
properties and assets, owned and used in its business, subject to no mortgage,
pledge, lien, conditional sales agreements, encumbrance or charge.
2.5. Except as disclosed in writing to ARA, the Company is
not in default under any law or regulation, or under any order of any court or
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality wherever located and, there are no claims,
actions, suits or proceedings pending, or threatened against or affecting the
Company, at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality wherever located.
- 3 -
2.6. The copies of the Articles of Incorporation and
By-laws, as amended to date, of the Company, and of all other documents which
have been delivered to ARA in connection with the transactions contemplated
hereby, are complete and correct, no party thereto is in material default
thereunder, the rights and benefits of the Company thereunder will not be
adversely affected by the transactions contemplated hereby, and the execution of
this Agreement and the Articles of Merger and the performance of the obligations
under such documents will not violate or result in a breach or constitute a
default under any of the terms or provisions thereof. None of such leases,
instruments, agreements, licenses, permits, certificates or other documents
require notice to, or the consent or approval of, any governmental agency or
other third party to any of the transactions contemplated hereby.
2.7. The execution, delivery and performance of this
Agreement and the Articles of Merger have been duly approved by the Board of
Directors of the Company and have been submitted to and approved by the sole
Stockholder of the Company.
3. Representations. ARA represents and warrants as
follows:
3.1. ARA has been duly incorporated and is validly
existing in good standing under the laws of the State of Texas.
3.2. No provisions exist in any article, document or
instrument to which ARA is a party or by which it is bound which would be
violated by consummation of the transactions contemplated by this Agreement.
3.3. The shares of ARA Stock to be delivered at the
Closing, ARA hereunder will be duly authorized and, when issued in accordance
with the terms hereof, will be validly issued and outstanding, fully paid and
nonassessable, and will have any necessary transfer tax and other revenue stamps
acquired at the expense of ARA affixed and cancelled.
3.4. No provisions exist in any article, document or
instrument to which ARA is a party or by which it is bound which would be
violated by consummation of the transactions contemplated by this Agreement.
3.5. All the issued and outstanding stock of ARA owned by
the Stockholder.
4. Covenants of the Company Prior to Effective Date.
Between the date of this Agreement and the Effective Date:
4.1. The Company will afford to the officers and
authorized representatives of ARA access to the plants, properties, books and
records of the Company and will furnish ARA with such additional financial and
operating data and other information as to the business and properties of the
Company as ARA may from time to time reasonably request.
4.2. The Company will:
(a) carry on its business in substantially the
same manner as it has heretofore and not introduce any material new
method of management, operation or accounting,
- 4 -
(b) maintain its properties and facilities in as
good working order and condition as at present, ordinary wear and tear
excepted;
(c) perform all its material obligations under
agreements relating to or affecting its assets, properties and rights,
(d) keep in full force and effect present
insurance policies or other comparable insurance coverage; and
(e) use its best efforts to maintain and preserve its
business organization intact and maintain its relationship with
suppliers, customers and others having business relations with it.
4.3. The Company, without the prior written consent of ARA
will not:
(a) make any change in its Articles of
Incorporation,
(b) issue any securities,
(c) declare or pay any dividend or make any
districution in respect of its stock whether now or hereafter
outstanding, or purchase, redeem or otherwise acquire or retire for
value any shares of its stock,
(d) enter into any contract or commitment or
incur or agree to incur any liability or make any capital expenditures
except in the normal course of business,
(e) increase the compensation payable or to
become payable to any officer, employee or agent, or make any bonus
payment to any such person;
(f) create or assume any mortgage, pledge or
other lien or encumbrance upon any assets or properties whether now
owned or hereafter acquired,
(g) sell, assign, lease or otherwise transfer or
dispose of any property or equipment except in the normal course of
business; or
(h) merge or consolidate or agree to merge or
consolidate with or into any other corporation.
5. Conditions to Obligations of ARA. The obligations of
ARA hereunder are subject to the satisfaction, on or prior to the Effective
Date, of the following conditions:
5.1. The representations and warranties of the Company and
the Stockholder contained in this Agreement shall be true on and as of the
Effective Date with the same effect as though such representations and
warranties had been made on and as of such date, each and all of the agreements
of the Company and the Stockholder to be performed on or before the Effective
Date pursuant to the terms hereof shall have been performed.
- 5 -
5.2. No material adverse change in the financial condition
or business of the Company shall have occurred and the Company shall not have
suffered any material loss or damage to any of its properties or assets.
5.3. The Company shall have furnished to ARA any
instruments of conveyance and transfer, consents and waivers necessary or
appropriate to transfer to and effectively vest in ARA all right, title and
interest of the Company in and to its properties, assets and business, in proper
statutory form for recording if such recording is appropriate, and copies,
certified by the Secretary of the Company, of all appropriate resolutions of the
board of directors of the Company and of the Stockholder relating to this
Agreement and the Merger.
6. Conditions Precedent to Obligations of the Company.
The obligations of the Company and hereunder are, at its option, subject to the
conditions that:
6.1. The representations and warranties of ARA contained
in Section 3 shall be accurate as of the Effective Date as though such
representations and warranties had been made at and as of that time, all the
terms, covenants and conditions of this Agreement to be complied with and
performed by ARA on or before the Effective Date shall have been duly complied
with and performed.
7. Survival of Representations. The representations,
warranties and agreements of the parties contained in this Agreement or in any
writing delivered pursuant to the provisions hereof shall survive the
consummation of the Merger and any examination on behalf of such parties and
shall terminate one year from the Effective Date. The parties hereto in
executing and carrying out the provisions of this Agreement are relying solely
on the representations, warranties and agreements contained herein and therein
or in any writing delivered pursuant to the provisions of such instruments and
not upon any representation, warranty, agreement, promise or information,
written or oral, made by any person other than as specifically set forth herein
and therein.
8. General. This Agreement and the Articles of Merger
and the documents delivered pursuant to this Agreement constitute the entire
agreement and understanding between the Company and the Stockholder, and ARA and
supersedes any prior agreement and understanding relating to the subject matter
of this Agreement. This Agreement may be modified or amended only by a written
instrument executed by all parties hereto.
8.1. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
8.2. This Agreement shall be construed in accordance with
the laws of the State of Texas.
- 6 -
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written.
AUTOMOTIVE RESEARCH ASSOCIATES, INC.
By: /s/ Norman C. Penfold
----------------------------------------
President
TIRE TRONICS, INC.
By: /s/ Norman C. Penfold
----------------------------------------
President
EG&G, INC.
By: /s/ Eugene J. Shute
----------------------------------------
Treasurer
FILED
In the Office of the
Secretary of State of Texas
JUL 15 1977
/s/ Lorna Salzman
Deputy Director, Corporation Division
(To be executed and filed in duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
AUTOMOTIVE RESEARCH ASSOCIATES, INC.
Pursuant to the provisions of Art. 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE. The name of the corporation is Automotive Research
Associates, Inc.
ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by the shareholders* of the corporation on June 16, 1977:
(*If pursuant to section 2.30-2 subscribers to shares of a close corporation
have entered into an agreement which results in an amendment to the
articles of incorporation then change to "subscribers".)
(Insert the amendment in the following form if it alters any
provision of the original or amended articles of incorporation.)
Article One of the Articles of Incorporation is hereby amended so as to
read as follows:
The name of the Corporation is EG&G Automotive Research, Inc.
- 1 -
ARTICLE THREE. The number of shares* of the corporation outstanding at
the time of such adoption was 100,000; and the number of shares* entitled to
vote thereon was 100,000.
(Use the following if the amendment
was adopted by unanimous written
consent of all shareholders)
ARTICLE FOUR. The holders of all of the shares outstanding and entitled
to vote on said amendment have signed a consent in writing adopting said
amendment.
Dated June 16, 1977.
AUTOMOTIVE RESEARCH ASSOCIATES, INC.
/s/ William F. Glimm, Jr.
-----------------------------------------
By: William F. Glimm, Jr.
--------------------------------------
It's President
And Murray Gross /s/ Murray Gross
--------------------------------------
It's Assistant Secretary
- 2 -
STATE OF TEXAS )
) SS.;
COUNTY OF BEXAR )
I, Alton E. Waite, Jr., a Notary Public, do hereby certify that on
this 20 day of June, 1977, personally appeared before me William F. Glimm Jr.,
who declared he is President of the corporation executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ Alton E. Waite, Jr.
------------------------------------------
Notary Public for Bexar Co. Tx
My commission expires: June, 1978
- 3 -
FILED in the Office of the
Secretary of State of Texas
This 19 day of May 1978
By: /s/ Dee McKinney
-------------------
Administrative Assistant
FORM PROMULGATED BY: SECRETARY OF STATE
STATEMENT OF CHANGE OF REGISTERED
OFFICE OR REGISTERED AGENT, OR BOTH,
BY A TEXAS DOMESTIC CORPORATION
1. The name of the corporation is ----------------------------------------
EG&G AUTOMOTIVE RESEARCH, INC.
-----------------------------------------------------------------------
2. The address, including street and number, of its present registered
office as shown in the records of the Secretary of State of the State
of Texas prior to filing this statement is 5404 Bandera Road, San
----------------------------
Antonio, Texas
-----------------------------------------------------------------------
3. The address, including street and number, to which its registered
office is to be changed is --------------------------------------------
Republic National Bank Building, c/o C T Corporation System, Dallas,
-----------------------------------------------------------------------
Texas 75201
-----------------------------------------------------------------------
(Give new address or state "no change")
4. The name of its present registered agent, as shown in the records of
the Secretary of State of the State of Texas, prior to filing this
statement is NORMAN C. PENFOLD
----------------------------------------------------------
5. The name of its new registered agent is C T CORPORATION SYSTEM
-------------------------------
(Give new name or state "no change")
6. The address of its registered office and the address of the business
office of its registered agent, as changed, will be identical.
7. Such change was authorized by its board of directors.
/s/ William F. Glimm, Jr.
--------------------------------------------
President
William F. Glimm, Jr.
Sworn to May 1, 1978.
---------------
(date)
/s/ John A. Shetterly
--------------------------------------------
Notary Public, John A. Shetterly
(Notary Seal) Norfolk County,
-----------------------------
Massachusetts
My commission expires: March 20, 19
INSTRUCTIONS:
Nos. 2 and 4, present office and present agent, must be completed even if one of
them is not changed. Submit two (2) copies with genuine signatures and notary
seals on each. Filing fee for a business (for profit) corporation is $10.00.
FILED
In the Office of the
Secretary of State of Texas
JAN 06, 1985
Lonra Salzaman
Director, Corporation Division
To the Secretary of State
of the State of Texas:
C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:
1. The name of the corporation is See attached list
-----------------------------------------
2. The post office address of its present registered office is Republic
-----------
National Bank Building, c/o C T Corporation System, Dallas, Texas 75201
-----------------------------------------------------------------------
3. The post office address to which its registered office is to be changed
is 1601 Elm Street, c/o C T Corporation System, Dallas, Texas 75201
--------------------------------------------------------------------
4. The name of its present registered agent is C T CORPORATION SYSTEM
---------------------------
5. The name of its successor registered agent is C T CORPORATION SYSTEM
-------------------------
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed,
will be identical.
7. Notice of this change of address has been given in writing to each
corporation named on the attached list 10 days prior to the date of
filing of this certificate.
Dated January 6, 1985.
C T CORPORATION SYSTEM
-------------------------------------------
By /s/ Virginia Colvell
------------------------------------------
Its Vice President
STATE OF New York )
COUNTY OF New York )
I, Regina M. Dunn a notary public, do hereby certify that on this 27th day of
December 1984, personally appeared before me Virginia Colvell who being by me
first duly sworn, declared that
she is the Vice President of C T Corporation System, that she signed the
foregoing document as Vice President of the corporation, and that the statements
therein contained are true.
/s/ Regina M. Dunn
-------------------------------------------
Notary Public
REGINA M. DUNN
NOTARY PUBLIC, STATE OF NEW YORK
NO. 31-4726520
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES MARCH 30, 1985
FILED
In the Office of the
Secretary of State of Texas
JUL 13 1990
Corporations Section
To the Secretary of State
of the State of Texas:
C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:
1. The name of the corporation is See attached list
----------------------------------------
2. The post office address of its present registered office is c/o C T
-----------
CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201
-----------------------------------------------------------------------
3. The post office address to which its registered office is to be changed
is c/o C T CORPORATION SYSTEM, 350 N. ST. PAUL STREET, DALLAS, TEXAS
--------------------------------------------------------------------
75201
-----------------------------------------------------------------------
4. The name of its present registered agent is C T CORPORATION SYSTEM
---------------------------
5. The name of its successor registered agent is C T CORPORATION SYSTEM
-------------------------
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed,
will be identical.
7. Notice of this change of address has been given in writing to each
corporation named on the attached list 10 days prior to the date of
filing of this certificate.
Dated July 2, 1990.
C T CORPORATION SYSTEM
---------------------------------------------
By /s/ Herbert Robertson
----------------------------------------
Its Vice President
FILED
In the Office of the
Secretary of State of Texas
DEC 27 1996
Corporations Section
ARTICLES OF MERGER
OF
EG&G STRUCTURAL KINEMATICS, INC. AND EG&G AUTOMOTIVE RESEARCH, INC.
INTO
EG&G AUTOMOTIVE RESEARCH, INC.
Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act
(hereinafter referred to as the "Act"), the undersigned domestic and foreign
corporations adopt the following Articles of Merger.
The names of the corporations participating in the merger and the States under
the laws of which they are respectively organized are as follows:
EG&G Structural Kinematics, Inc. Michigan
EG&G Automotive Research, Inc. Texas
2. The Plan of Merger is annexed hereto and made a part hereof.
3. Shareholder approval of the merger is not required, pursuant to
Articles 5.03 and 5.16 of the Act, because all of the issued and outstanding
shares of both merging corporations are held by the same parent corporation,
EG&G Holdings, Inc.
4. As to EG&G Structural Kinematics, Inc., the foreign corporation that is
a party to the plan of merger, the approval of the plan of merger was duly
authorized by all action required by the laws of Michigan, under which it was
organized and by its constituent documents; and as to EG&G Holdings, Inc., the
parent corporation of both EG&G Automotive Research, Inc. and EG&G Structural
Kinematics, Inc., the plan of merger was approved in an Action by Consent
unanimously approved by the Directors.
5. The merger is to become effective as of the close of business on
December 29, 1996, which is the end of the fiscal year of the constituent
corporations pursuant to their By-Laws.
IN WITNESS WHEREOF the parties have executed this Agreement this day,
December 23, 1996
Page 1 of 2
EG&G STRUCTURAL KINEMATICS, INC.
By: /s/ Fred B. Parks
-----------------------------------------
Fred B. Parks
Title: Vice President
EG&G AUTOMOTIVE RESEARCH, INC.
By: /s/ Fred B. Parks
-----------------------------------------
Fred B. Parks
Title: Vice President
Page 2 of 2
PLAN OF MERGER
EG&G STRUCTURAL KINEMATICS, INC. AND EG&G AUTOMOTIVE RESEARCH, INC.
INTO
EG&G AUTOMOTIVE RESEARCH, INC.
This Plan of Merger is entered into by and between EG&G Automotive
Research, Inc., a Texas corporation (hereinafter the "Surviving Corporation")
and EG&G Structural Kinematics, Inc. a Michigan corporation (hereinafter the
"The Merging Corporation").
1. The Merging Corporation shall be merged into the Surviving Corporation.
2. All outstanding shares of the Surviving Corporation shall remain
outstanding.
3. The outstanding shares of the Merging Corporation shall be canceled and
no shares of the Surviving Corporation shall be issued in exchange therefor.
4. The Merging Corporation shall, as and when requested by the Surviving
Corporation, execute and deliver all such documents and instruments and take all
such action necessary or desirable to evidence or carry out this merger.
5. The effect of the merger is as prescribed by law.
6. This agreement of merger shall become effective at the close of
business on December 29, 1994.
IN WITNESS WHEREOF the parties have executed this Agreement on December 23, 1996
EG&G STRUCTURAL KINEMATICS, INC.
By: /s/ Fred B. Parks
-----------------------------------------
Fred B. Parks
Title: Vice President
EG&G AUTOMOTIVE RESEARCH, INC.
By: /s/ Fred B. Parks
-----------------------------------------
Fred B. Parks
Title: Vice President
PUBLIC INFORMATION REPORT (PIR)
NOTIFICATION
A COPY OF THE LISTED REPORT IS NOT AVAILABLE FROM THE OFFICE OF THE SECRETARY OF
THE STATE OF TEXAS. PRIOR TO AUGUST 2001, THE SECRETARY OF STATE DID NOT RETAIN
A COPY OF THE PUBLIC INFORMATION REPORT, WHICH PROVIDES MANAGEMENT INFORMATION
MADE AVAILABLE BY THE REPORTING ENTITY. IF YOU HAVE RECEIVED THIS NOTIFICATION
IN LIEU OF A COPY OF A LISTED REPORT, YOU MAY CONTACT THE TEXAS COMPTROLLER OF
PUBLIC ACCOUNTS AT (512) 463-4600 TO REQUEST A COPY OF THE RECORD FILED WITH THE
COMPTROLLER.
FILED
In the Office of the
Secretary of State of Texas
January 27, 2000
Corporations Section
ARTICLES OF AMENDMENT
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation hereby amends its Articles of Incorporation, and for
that purpose, submits the following statement:
1. The name of the corporation is: EG&G Automotive Research, Inc.
2. Article One of the Articles of Incorporation is hereby amended so as to
read as follows:
The name of the corporation is: PerkinElmer Automotive Research, Inc.
3. The date of adoption of this amendment is: January 24, 2000.
4. The number of shares outstanding and the number of shares entitled to
vote is 100,000. The amendment was adopted by unanimous written consent of the
sole shareholder.
Date 24 January 2000
By: /s/ John A. Shetterly
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John A. Shetterly