1
Exhibit 3.1
FEDERAL IDENTIFICATION
NO. 04-2272148
--------------------
- --------
Examiner THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
- --------
Name We, George W. Chamillard , *President
Approved --------------------------------------------
and Donald G. Leka , *Assistant Clerk,
--------------------------------------------
of Teradyne, Inc. ,
--------------------------------------------
(Exact name of corporation)
located at 321 Harrison Avenue, Boston, Massachusetts 02118 ,
---------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Article 3
--------------------------------------------------------------------
(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 May 23, 1996, by vote of:
63,652,370 shares of Common Stock of 71,452,818 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
C [ ] (1) ** being at least a majority of each type, class or series
outstanding and entitled to vote thereon:
P [ ]
* Delete the inapplicable words. ** Delete the inapplicable clause.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
M [ ] (2) For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF
R.A. [ ] SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST
1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE
SHEET SO LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY
INDICATED.
- ----------
P.C.
2
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: 125,000,000 $0.125
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
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: 250,000,000 $0.125
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Preferred: Preferred:
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
3
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 event the amendment will become effective on such later date.
Later effective date: ___________________.
SIGNED UNDER THE PENALTIES OF PERJURY, this 31 day of July, 1996,
/s/ George Chamillard
- --------------------------------
George Chamillard
*President
/s/ Donald G. Leka
- --------------------------------
Donald G. Leka
*Assistant Clerk
* Delete the inapplicable words.
4
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
============================================
I hereby approve the within Articles of
Amendment and, the filing fee in the amount
of $ 125,000 having been paid, said articles
are deemed to have been filed with me this
31st day of July 1996.
Effective date: ____________________________
/s/ William F. Galvin
---------------------------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Kevin M. Barry, Esq.
--------------------------------------------
Testa, Hurwitz & Thibeault, LLP
125 High Street
--------------------------------------------
Boston, Ma 02110
--------------------------------------------
5
FEDERAL IDENTIFICATION
NO. 04-2272148
--------------------
- --------
Examiner THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
- --------
Name We, Owen W. Robbins , *Vice President
Approved --------------------------------------------
and Donald G. Leka , *Assistant Clerk,
--------------------------------------------
of Teradyne, Inc. ,
--------------------------------------------
(Exact name of corporation)
located at 321 Harrison Avenue, Boston, Massachusetts 02118 ,
---------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Article 3
--------------------------------------------------------------------
(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 May 24, 1995, by vote of:
26,581,818 shares of Common Stock of 37,173,315 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
C [ ] (1) ** being at least a majority of each type, class or series
outstanding and entitled to vote thereon:/
P [ ]
* Delete the inapplicable words. ** Delete the inapplicable clause.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
M [ ] (2) For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF
R.A. [ ] SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST
1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE
SHEET SO LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY
INDICATED.
- ----------
P.C.
6
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: 75,000,000 $0.125
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
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: 125,000,000 $0.125
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Preferred: Preferred:
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
7
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 event the amendment will become effective on such later date.
Later effective date: ___________________.
SIGNED UNDER THE PENALTIES OF PERJURY, this 14th day of July, 1995,
/s/ Owen W. Robbins
- ---------------------------------------
Owen W. Robbins
*Executive Vice President
/s/ Donald G. Leka
- ---------------------------------------
Donald G. Leka
*Assistant Clerk
* Delete the inapplicable words.
8
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
============================================
I hereby approve the within Articles of
Amendment and, the filing fee in the amount
of $50,000.00 having been paid, said articles
are deemed to have been filed with me this
17th day of July 1995.
/s/ William F. Galvin
---------------------------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Kevin M. Barry, Esq.
--------------------------------------------
Testa, Hurwitz & Thibeault
53 State Street, Exchange Place
--------------------------------------------
Boston, Ma 02109
--------------------------------------------
9
Federal Identification
No. 04-2272148
-------------
Fee: $250.00
- -----------
Examiner THE COMMONWEALTH OF MASSACHUSETTS
Michael Joseph Connolly
Secretary of State
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws Chapter 156B, Section 82)
We, Owen W. Robbins AND William B. Asher, Jr. Vice President* and
- ----------- --------------------------------------------
Name
Approval Assistant Clerk of Teradyne, Inc.
--------------------------------------------------
organized under the laws of MASSACHUSETTS and herein called the
parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporation are as follows:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
AIDA Corporation California 6/15/84
Zehntel, Inc. Delaware 10/24/75
2. That the parent corporation owns at least ninety percent of the
outstanding shares of each class of the stock of each subsidiary
corporation to be merged into the parent corporation.
3. That in the case of each of the above-named corporations the
laws of the state of its organization, if other than Massachusetts,
permit the merger herein provided for and that all action required
under the laws of each such state in connection with this merger has
been duly taken. (If all the corporations are organized under the
laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted.)
* Delete the inapplicable words. In case the parent corporation is
organized under the laws of a state other than Massachusetts, these
articles are to be signed by officers having corresponding powers
and duties.
C [ ]
P [ ]
M [ ]
R.A. [ ]
- -----------
P.C.
10
4. That at a meeting of the directors of the parent corporation, the following
vote, pursuant to General Laws, Chapter 156B, Section 82, was duly adopted:
See Continuation Sheets
NOTE: Votes for which the space provided above is not sufficient should be set
out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must
have a left-hand margin 1 inch wide for binding. Only one side should be used.
11
5. The effective date of the 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:
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 27th day of DECEMBER, 1989.
/s/ Owen W. Robbins
-----------------------------------
Owen W. Robbins
Vice President
/s/ William B. Asher
-----------------------------------
William B. Asher
Assistant Clerk
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.
12
Continuation Sheet
MERGER OF AIDA CORPORATION
VOTED: That the Agreement and Plan of Merger in the form attached
hereto, providing for the merger of the Corporation's
wholly-owned subsidiary, AIDA Corporation, with and into the
corporation, with the Corporation constituting the surviving
corporation, be, and hereby is, approved, with such changes
therein or additions thereto as the officers executing the same
shall approve, such approval to be evidenced conclusively by
their execution and delivery thereof; and that the President or
any Vice-President and Clerk or Assistant Clerk of the
Corporation be, and they hereby are, authorized and empowered to
execute and deliver the Agreement and Plan of Merger on behalf
of the Corporation.
VOTED: That the President or any Vice-President and the Clerk or
Assistant Clerk of the Corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Certificate of Ownership in the
form attached hereto, with the office of the Secretary of State
for the State of California.
VOTED: At or after the effective date of the merger of AIDA Corporation
with and into the Corporation, all debts, liabilities and duties
of AIDA Corporation shall attach to the Corporation and may be
enforced against the Corporation to the same extent as if such
debts, liabilities and duties had been incurred or contracted by
the Corporation.
VOTED: That the president or any Vice President and the Clerk or
Assistant Clerk of the Corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Articles of Merger in the form
attached hereto, with the office of the Secretary of State of
Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
January 1, 1990
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and
deliver such documents, instruments and certificates, make any
payments and to take all actions as in his judgment may be
necessary, desirable or appropriate in order to effectuate the
intent and purposes of the foregoing resolutions.
13
Continuation Sheet
Merger of Zehntel, Inc.
VOTED: That the Agreement and Plan of Merger in the form attached
hereto, providing for the merger of the Corporation's
wholly-owned subsidiary, Zehntel, Inc. with and into the
corporation, with the Corporation constituting the surviving
corporation, be, and hereby is, approved, with such changes
therein or additions thereto as the officers executing the same
shall approve, such approval to be evidenced conclusively by
their execution and delivery thereof; and that the President or
any Vice-President and Clerk or Assistant Clerk of the
Corporation be, and they hereby are, authorized and empowered to
execute and deliver the Agreement and Plan of Merger on behalf
of the Corporation.
VOTED: That the President or any Vice-President and the clerk or
Assistant clerk of the corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Certificate of Ownership and
Merger in the form attached hereto, with the office of the
Secretary of State for the State of Delaware and a certified
copy thereof in the office of the Recorder of Deeds of New
Castle County in accordance with the General Corporation Law of
the State of Delaware.
VOTED: That the President or any Vice-President and the Clerk of
Assistant Clerk of the corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Articles of Merger in the form
attached as hereto, with the office of the Secretary of State of
Massachusetts and a certified copy thereof in the Registry of
Deeds in accordance with the Business Corporation Law of
Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
January 1, 1990.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and
deliver such documents, instruments and certificates, make any
payments and to take all actions as in his judgment may be
necessary, desirable or appropriate in order to effectuate the
intent and purposes of the foregoing resolutions.
14
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(GENERAL LAWS, CHAPTER 156B, SECTION 82)
=====================================
I hereby approve the within Articles of Merger of Parent
and Subsidiary Corporations and, the filing fee in the
amount of $250.00, having been paid, said articles are
deemed to have been filed with me this 28th day of
DECEMBER, 1989
Effective date:1/1/90
/s/ Michael Joseph Connolly
------------------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Leslie S. White, Esq.
---------------------------------
c/o Testa Hurwitz & Thibeault
---------------------------------
53 State Street, Exchange Place
---------------------------------
Boston, MA 02109
---------------------------------
Telephone: (617) 367-7500
---------------------------------
15
Federal Identification
No. 04-2272148
-------------
Fee: $250.00
- -----------
Examiner THE COMMONWEALTH OF MASSACHUSETTS
Michael Joseph Connolly
Secretary of State
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws Chapter 156B, Section 82)
We, Owen W. Robbins and William B. Asher, Jr. Vice President* and
- ----------- --------------------------------------------
Name
Approval Assistant Clerk of Teradyne, Inc.
--------------------------------------------------
organized under the laws of MASSACHUSETTS and herein called the
parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporation are as follows:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
CASE Technology, Inc. California 1/21/83
Teradyne Central, Inc. Delaware 12/15/72
Teradyne Connection Massachusetts 10/16/68
Systems, Inc.
2. That the parent corporation owns at least ninety percent of the
outstanding shares of each class of the stock of each subsidiary
corporation to be merged into the parent corporation.
3. That in the case of each of the above-named corporations the
laws of the state of its organization, if other than Massachusetts,
permit the merger herein provided for and that all action required
under the laws of each such state in connection with this merger has
been duly taken. (If all the corporations are organized under the
C [ ] laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted.)
P [ ]
* Delete the inapplicable words. In case the parent corporation is
organized under the laws of a state other than Massachusetts, these
M [ ] articles are to be signed by officers having corresponding powers
and duties.
R.A. [ ]
- -----------
P.C.
16
4. That at a meeting of the directors of the parent corporation, the
following vote, pursuant to General Laws, Chapter 156B, Subsection (a) was duly
adopted:
See Continuation Sheets
5. The effective date of the merger as specified in the vote set out under
paragraph 4 is
See Continuation Sheets
IN WITNESS WHEREOF and under the penalties of perjury we have hereto
signed our names this 27th day of December, 1989.
/s/ Owen W. Robbins
----------------------------
Owen W. Robbins
Vice President
/s/ William B. Asher
----------------------------
William B. Asher
Assistant Clerk
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.
17
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(GENERAL LAWS, CHAPTER 156B, SECTION 82)
======================================
I hereby approve the within articles of merger of parent
and subsidiary corporations and, the filing fee in the
amount of $250.00, having been paid, said articles are
deemed to have been filed with me this 28th day of
December, 1989
Effective date: December 31, 1989
/s/ Michael Joseph Connolly
---------------------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Leslie S. White, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street, Exchange Place
Boston, MA 02109
----------------------------------
Telephone: (617) 367-7500
18
Continuation Sheet
MERGER OF TERADYNE CENTRAL, INC.
VOTED: That the Agreement and Plan of Merger in the form attached
hereto, providing for the merger of the corporation's
wholly-owned subsidiary, Teradyne Central, Inc., with and into
the corporation, with the Corporation constituting the surviving
corporation, be, and hereby is, approved, with such changes
therein or additions thereto as the officers executing the same
shall approve, such approval to be evidenced conclusively by
their execution and delivery thereof; and that the President or
any Vice-President and Clerk or assistant Clerk of the
Corporation be, and they hereby are, authorized and empowered to
execute and deliver the Agreement and Plan of Merger on behalf
of the Corporation.
VOTED: That the President or any Vice-President and the clerk or
Assistant clerk of the corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Certificate of Ownership and
Merger in the form attached hereto, with the office of the
Secretary of State for the State of Delaware and a certified
copy thereof in the office of the Recorder of Deeds of New
Castle County in accordance with the General Corporation Law of
the State of Delaware.
VOTED: That the President or any Vice-President and the Clerk of
Assistant Clerk of the corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Articles of Merger in the form
attached as hereto, with the office of the Secretary of State of
Massachusetts and a certified copy thereof in the Registry Of
Deeds in accordance with the Business Corporation Law of
Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1989.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and
deliver such documents, instruments and certificates, make any
payments and to take all actions as in his judgment may be
necessary, desirable or appropriate in order to effectuate the
intent and purposes of the foregoing resolutions.
19
Continuation Sheet
MERGER OF TERADYNE CONNECTION SYSTEMS, INC.
VOTED: That the Agreement and Plan of Merger in the form attached
hereto, providing for the merger of the Corporation's
wholly-owned subsidiary, Teradyne Connection Systems, Inc. with
and into the Corporation, with the Corporation constituting the
surviving corporation, be, and hereby is, approved, with such
changes therein or additions thereto as the officers executing
the same shall approve, such approval to be evidenced
conclusively by their execution and delivery thereof; and that
the President or any Vice-President and Clerk or Assistant Clerk
of the corporation be, and they hereby are, authorized and
empowered to execute and deliver the Agreement and Plan of
Merger on behalf of the Corporation.
VOTED: That the President or any Vice-President and the Clerk or
Assistant Clerk of the corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Certificate of Ownership and
Merger in the form attached hereto, with the office of the
Secretary of State of State of Massachusetts and a certified
copy thereof in the office of the Registry of Deeds of in
accordance with the General Corporation Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1989.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and
deliver such documents, instruments and certificates, make any
payments and to take all actions as in his judgment may be
necessary, desirable or appropriate in order to effectuate the
intent and purposes of the foregoing resolutions.
20
Continuation Sheet
MERGER OF CASE TECHNOLOGY INC.
VOTED: That the Agreement and Plan of Merger in the form attached
hereto, providing for the merger of the Corporation's
wholly-owned subsidiary, CASE Technology Inc., with and into the
Corporation, with the corporation constituting the surviving
corporation, or additions thereto as the officers executing the
same shall approve, such approval to be evidenced conclusively
by their execution and delivery thereof; and that the President
or any Vice-President and Clerk or Assistant Clerk of the
Corporation be, and they hereby are, authorized and empowered to
execute and deliver the Agreement and Plan of Merger on behalf
of the Corporation.
VOTED: That the President or any Vice-President and the clerk or
Assistant clerk of the corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Certificate of Ownership and
Merger in the form attached hereto, with the office of the
Secretary of State for the State of California.
VOTED: At and after the effective date of the merger of CASE Technology
Inc. with and into the Corporation, all debts, liabilities and
duties of CASE Technology Inc. shall attach to the Corporation
and may be enforced against the Corporation to the same extent
as if such debts, liabilities and duties had been incurred or
contracted by the Corporation.
VOTED: That the President or any Vice-President and the Clerk of
Assistant Clerk of the corporation be, and hereby are,
authorized and empowered to execute, acknowledge and file on
behalf of the Corporation, the Articles of Merger in the form
attached as hereto, with the office of the Secretary of State of
Massachusetts and a certified copy thereof in the Registry of
Deeds in accordance with the Business Corporation Law of
Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1989.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and
deliver such documents, instruments and certificates, make any
payments and to take all actions as in his judgment may be
necessary, desirable or appropriate in order to effectuate the
intent and purposes of the foregoing resolutions.
21
THE COMMONWEALTH OF MASSACHUSETTS
__________ MICHAEL JOSEPH CONNOLLY FEDERAL
Examiner Secretary of State IDENTIFICATION NO.:
ONE ASHBURTON PLACE 04-2272148
BOSTON, MASS 02108
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATION
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts.
* * * *
We, Owen W. Robbins and William B. Asher, Vice President*
and Assistant Clerk* of Teradyne, Inc.,
organized under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporation are/is as follows:
Name State of Organization Date of Organization
1. Teradyne Digitest, Inc. Delaware April 14, 1978
2. That the parent corporation owns at least ninety per cent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
3. That in the case of each of the above-named corporations the
laws of the state of its organization, if other than Massachusetts, permit the
merger herein provided for and that all action required under the laws of each
such state in connection with this merger has been duly taken. (If all the
corporations are organized under the laws of the Massachusetts and if General
Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted).
- ---------
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
22
4. That at a meeting of the directors of the parent corporation the
following vote, pursuant to subsection (a) of General Laws. Chapter 156B,
Section 82, was duly adopted:
VOTED: That the Agreement and Plan of Merger in the form
attached as EXHIBIT A hereto, providing for the merger
of Teradyne Digitest, Inc. with and into Teradyne, Inc.,
with Teradyne, Inc. constituting the surviving
corporation, be, and hereby is, approved, with such
changes therein or additions thereto as the officers
executing the same shall approve, such approval to be
evidenced conclusively by their execution and delivery
thereof; and that the President or any Vice-President
and Clerk or Assistant Clerk of the Company be, and they
hereby are, authorized and empowered to execute and
deliver the Agreement and Plan of Merger on behalf of
Teradyne, Inc.
VOTED: That the President or any Vice-President and the Clerk
or Assistant Clerk of Teradyne, Inc. be, and hereby are,
authorized and empowered to execute, acknowledge and
file on behalf of Teradyne, Inc., the Articles of Merger
in the form attached as hereto, with the office of the
Secretary of State of Massachusetts.
VOTED: That the effective date of such foregoing merger is and
shall be December 31, 1988.
VOTED: That the proper officers of Teradyne, Inc. be, and each
of them singly hereby is, authorized and empowered to
execute and deliver such documents, instruments and
certificates, make any payments and to take all actions
as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and
purposes of the foregoing resolutions.
NOTE: Votes for which the space provided above is not sufficient should be
set out on continuation sheets to be numbered 2A, 2B etc. Continuation
sheets must have a left-hand margin 1 inch wide for binding. Only one
side should be used.
23
5. The effective date of the merger as specified in the vote set
out under Paragraph 4 is
December 31, 1988
6. (This Paragraph 6 may be deleted if the parent corporation is
organized under the laws of Massachusetts.) The parent corporation hereby agrees
that it may be sued in the Commonwealth of Massachusetts for any prior
obligation of any subsidiary corporation organized under the laws of
Massachusetts with which it has merged, and any obligation hereafter incurred by
the parent corporation, including the obligation created by subsection (e) of
General Laws, Chapter 156B, Section 82, so long as any liability remains
outstanding against the parent corporation in the Commonwealth of Massachusetts
and it hereby irrevocably appoints the Secretary of the Commonwealth as its
agent to accept service of process for the enforcement of any such obligations,
including taxes, in the same manner as provided in Chapter 181.
IN WITNESS WHEREOF and under the penalties of perjury we have hereto
signed our names this 29th day of December, 1988.
/s/ Owen W. Robbins
------------------------------------
Owen W. Robbins
Vice President*
/s/ William B. Asher
-------------------------------------
William B. Asher
Assistant Clerk*
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
24
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporations and, the filing fee in the amount of $200.00 having been paid, said
articles are deemed to have been filed with me this 29th day of December, 1988.
Effective Date
- --------------
December 31, 1988
- -----------------
/s/ Michael Joseph Connolly
--------------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Leslie S. White, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street
Boston, MA 02109
Telephone: (617) 367-7500
25
THE COMMONWEALTH OF MASSACHUSETTS
- -------- FEDERAL
Examiner IDENTIFICATION
NO. 04-2272148
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
---------
We, Alexander V. d'Arbeloff, President
and
Richard J. Testa, Clerk of
TERADYNE, INC.
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 321 Harrison Avenue, Boston, Massachusetts 02118
________ do hereby certify that the following amendment to the articles of
approved reorganization of the corporation was duly adopted at a meeting held
on May 8, 1987, by vote of
17,740,199 shares of common stock out of 23,898,176 shares outstanding
CROSS OUT being at least:(1) two-thirds of each class
INAPPLICABLE outstanding and entitled to vote thereon and of
CLAUSE each class or series of stock whose rights are
adversely affected thereby:(2)
C [ ]
P [ ]
M [ ]
(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 any amendments or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.
26
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
- --------------------------------------------------------------------------------
KIND OF STOCKS NO PAR VALUE WITH PAR VALUE
NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
COMMON
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PREFERRED:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CHANGE the total authorized to:
- --------------------------------------------------------------------------------
KIND OF STOCKS NO PAR VALUE WITH PAR VALUE
NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
COMMON
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PREFERRED:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
27
Article Six is hereby amended to add the following paragraph:
"No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, that, to
the extent provided by applicable law, this provision 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 sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision shall not eliminate the
liability of a director for any act or omission occurring prior to the date upon
which this provision becomes effective. No amendment to or repeal of this
provision shall apply to or have any effect upon the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal."
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws 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 event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this
8th day of May, in the year 1987.
/s/ Alexander V. d'Arbeloff
- ---------------------------------
Alexander V. d'Arbeloff
President
/s/ Richard J. Testa
- ---------------------------------
Richard J. Testa
Clerk
28
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $75.00 having been paid, said
articles are deemed to have been filed with
me this 12 day of May 1987.
/s/ Michael Joseph Connolly
---------------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Richard D. Sloman, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street
Boston, MA 02109
Telephone: (617) 367-7500
29
THE COMMONWEALTH OF MASSACHUSETTS
- -------- FEDERAL
Examiner IDENTIFICATION
NO. 04-2272148
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of stockholders
adopting the restated articles of organization. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check
payable to the Commonwealth of Massachusetts.
---------
We, Alexander V. d'Arbeloff ,President and
Richard J. Testa , Clerk of
TERADYNE, INC.
- --------------------------------------------------------------------------------
(Name of Corporation)
located at 321 Harrison Avenue, Boston Massachusetts 02118
do hereby certify that the following restatement of the articles of organization
of the corporation was duly adopted at a meeting held on May 14, 1984, by vote
of
15,720,764 shares of common stock out of 22,070,973 shares outstanding
being at least a majority of each class of stock outstanding and entitled to
vote and of each class or series of stock adversely affected thereby:-
1. The name by which the corporation shall be known is: -
Teradyne, Inc.
2. The purposes for which the corporation is formed are as follows: -
See Page 2A
C [ ]
P [ ]
M [ ]
RA [ ]
- ----------
P.C.
Note: If the space provided under any amendments or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets
of paper leaving a left hand margin of at least 1 inch for binding.
Additions to more than one Amendment may be continued on a single sheet
so long as each Amendment requiring each such addition is clearly
indicated.
30
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:
CLASS OF STOCK WITHOUT PAR VALUE WITH PAR VALUE
NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
Preferred NONE NONE --
Common NONE 75,000,000 $.125
*4. 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
*5. The restrictions, if any, imposed by the articles of organization upon
the transfer of shares of stock of any class are as follows:
NONE
*6. 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:
The directors may make, amend or repeal the By-Laws in whole or in part,
except with respect to any provision thereof which by law or by the
By-Laws requires action by the stockholders.
Meetings of the stockholders may be held anywhere in the United States.
The corporation may be a partner in any business enterprise.
* If there are no such provisions, state "None."
31
2A
To design, develop, manufacture, assemble, produce, acquire, own, buy,
import, sell, export, dispose of and otherwise deal in electronic or
electromechanical products or components, and personal property of every kind
and description.
To acquire, buy, own and sell securities (including the securities of
this corporation), patents, licenses, trade marks, trade names and all rights of
every kind thereunder.
To acquire, buy, construct, own, lease, mortgage and sell real estate,
buildings or any interests therein necessary or desirable for the purposes of
the corporation.
To acquire all or any part of the goodwill, rights and property, and to
assume the whole or any part of the contracts or liabilities of any firm,
association, corporation or person, and to pay for such acquisition in cash,
stock or other securities of this corporation or otherwise.
To exercise any of the foregoing purposes of powers through subsidiary
or affiliated corporations, and in connection therewith and otherwise to have
all the powers conferred now or in future by the Commonwealth of Massachusetts
upon business corporations.
32
* We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization of the
corporation as heretofore amended, except amendments to the following
articles
Article 3.
Briefly describe amendments in space below:
Article 3 is amended by increasing the number of shares of Common Stock,
$.125 par value, which the Corporation is authorized to issue from
30,000,000 shares to 75,000,000 shares.
IN WITNESS WHERE AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 14th day of May in the year 1984
/s/ Alexander V. d'Arbeloff
- ------------------------------------
Alexander V. d'Arbeloff
President
/s/ Richard J. Testa
- ------------------------------------
Richard J. Testa
Clerk
33
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
I hereby approve the within restated
articles of organization and, the filing fee
in the amount of $22,650.00 having been
paid, said articles are deemed to have been
filed with me this 21st day of May, 1984
/s/ Michael Joseph Connolly
---------------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Restated Articles of Organization to Be Sent
TO: Richard J. Testa, Esq.
c/o Testa, Hurwitz & Thibeault
Sixty State Street
Boston, MA 02109
Telephone: (617) 367-7500