STATE OF FLORIDA
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
COLEMAN RESEARCH CORPORATION
(BY VOTE OF SHAREHOLDERS)
Pursuant to Sections 607.1006 and 607.1007 of the Florida
Business Corporation Act, the undersigned corporation hereby adopts these
Amended and Restated Articles of Incorporation.
ARTICLE I. NAME, PRINCIPAL OFFICE AND MAILING ADDRESS
(a) The name of this corporation is COLEMAN RESEARCH
CORPORATION.
(b) The principal office of the corporation is located at 201
South Orange Avenue, Suite 1300, Orlando, Florida 32801, and the mailing address
of the corporation is 201 South Orange Avenue, Suite 1300, Orlando, Florida
32801.
ARTICLE II. DURATION
The Corporation shall have perpetual existence.
ARTICLE III. PURPOSE
This Corporation is organized for the following purposes:
(a) To operate a business engaged in studies, consultation,
planning, engineering and other support efforts of a high technology nature
involving defense, space, energy, and similar programs; to operate necessary
facilities in support of such activities and to carry on any and all operations
related thereto.
(b) To transact any and all lawful business.
ARTICLE IV. POWERS
This corporation shall have all of the corporate powers
enumerated in the Florida Business Corporation Act.
ARTICLE V. CAPITAL STOCK
(a) The total number of shares which the Corporation shall
have authority to issue is 50,000,000 shares of Common of the par value of $.001
per share, constituting a total authorized capital of $50,000, and consisting of
such one class only.
(b) Except as otherwise provided by law or in the by-laws of
the corporation, the entire voting power for the election of directors and for
all other purposes shall be vested
exclusively in the holders of the outstanding Common Stock of the corporation,
and each shareholder shall have one vote per share of Common Stock.
ARTICLE VI .PRE-EMPTIVE RIGHTS
The shareholders of this corporation shall have no preemptive
right to acquire unissued or treasury shares of the corporation or securities of
the corporation convertible into or carrying a right to subscribe to or acquire
shares.
ARTICLE VII. REGISTERED OFFICE AND AGENT
The street address of the registered office of this
corporation is 201 South Orange Avenue, Suite 1300, Orlando, Florida 32801, and
the name of the registered agent of this corporation at that address is James B.
Morrison.
ARTICLE VIII. INITIAL BOARD OF DIRECTORS
This article has been deleted and no substitution made.
ARTICLE IX. INCORPORATOR
The name and address of the person signing the initial
articles of incorporation was:
Thomas Jefferson Coleman
6123 Parawood Drive
Orlando, FL 32811
ARTICLE X. BY-LAWS
The power to adopt, alter, amend or repeal by-laws shall be
vested in the Board of Directors and the shareholders.
ARTICLE XI. OFFICERS
The officers of the corporation shall be a president and such
other officers as shall be determined by the Board of Directors.
The Board of Directors may provide for the election or
appointment and prescribe the duties of all officers and agents as the board may
deem desirable and proper, and may take such action not inconsistent with the
Articles of Incorporation and the by-laws of the corporation and the laws of the
State of Florida as such board may deem advisable for the conduct and operation
of the business of the corporation.
ARTICLE XII. MEETINGS
Meetings of shareholders and directors, including the time,
place, and manner of calling such meetings, shall be fixed by the by-laws of the
corporation.
ARTICLE XIII. AMENDMENT
This corporation reserves the right to amend or repeal any
provisions contained in these Articles of Incorporation, or any amendment
hereto, and any right conferred upon the shareholders is subject to this
reservation.
ARTICLE XIV. STOCK RESTRICTION
This article has been deleted and no substitution made.
***************
The Articles of Incorporation, as amended, have been further
amended by these Amended and Restated Articles of Incorporation as follows:
1. Article VII has been amended to reflect the current
address of the registered office and to name a new registered agent, which
amendment does not require shareholder approval.
2. Article VIII setting forth the names and addresses of
the initial directors has been deleted in its entirety and no substitution made,
which amendment does not require shareholder approval.
3. Article XIV restricting stock ownership to employees
of the Corporation, the Corporation, a trust qualified under (Section)401(a) of
the Internal Revenue Code of 1986, as amended, or the Coleman Family has been
deleted in its entirety and no substitution made, which amendment could be
deemed to require shareholder approval.
The amendments to the Articles of Incorporation of the
Corporation set forth above were adopted on the 15th day of March, 1995, by a
vote of the Board of Directors and the Common shareholders of the Corporation,
on which date there were 13,255,528 shares outstanding and entitled to vote
thereon; and the number of votes cast for the amendments by the shareholders was
sufficient for approval.
Signed this 15th day of March, 1995
COLEMAN RESEARCH CORPORATION
By /s/ James B. Morrison
-----------------------------
James B. Morrison
President
By /s/ Harriett C. Coleman
-----------------------------
Harriett C. Coleman
Secretary
VERIFICATION
I, the undersigned, as President of Coleman Research
Corporation, do hereby verify that the above and foregoing instrument represents
an amendment to the Articles of Incorporation of Coleman Research Corporation, a
Florida corporation, as set forth in these Amended and Restated Articles of
Incorporation, duly approved and adopted by a vote of the directors and the
shareholders of the Corporation and that the statements contained therein are
true and correct.
This 15th day of March, 1995
/s/ James B. Morrison
---------------------------
James B. Morrison,
President
Sworn to and subscribed before me on this 15th day of March, 1995
/s/ C. L. Van Dermark
---------------------------
Notary Public
My Commission Expires:
June 27, 1995
---------------------------
ACCEPTANCE OF REGISTERED AGENT
-------------------------------
The undersigned hereby accepts the designation and appointment
of registered agent for service of process.
Signed this 15th day of March, 1995
/s/ James B. Morrison
---------------------------
James B. Morrison
DOMESTIC CORPORATION AND FOREIGN CORPORATION
ARTICLES OF MERGER
The undersigned Corporations, pursuant to Section 607.1107 of
the Florida General Corporation Act, hereby execute the following Articles of
Merger:
FIRST: The names of the corporations proposing to merge and
the names of the States under the laws of which such corporations are
organized are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
Coleman Research Corporation Florida
CRC Acquisition Corp. Delaware
SECOND: The laws of the State under which such foreign
corporation is organized permit such merger and foreign corporation is complying
with those laws in effecting the merger.
THIRD: The name of the Surviving Corporation is Coleman
Research Corporation, a Florida corporation, and it is complying with
the applicable provisions of Sections 607.1101 - 607.1105 F.S.
FOURTH: The Plan of Merger is as follows:
1. The name of each of the constituent corporations of
the merger is as follows: Coleman Research Corporation, a Florida corporation,
and CRC Acquisition Corp., a Delaware corporation, a wholly-owned subsidiary of
Thermo Electron Corporation, a Delaware corporation (hereinafter referred to as
"Thermo").
2. Effective upon issuance of the Certificates of Merger
by the Secretary of State of Florida and the Secretary of State of Delaware, CRC
Acquisition Corp. (hereinafter referred to as "Acquisition" or the "Merging
Corporation") hereby merges into the Coleman Research Corporation (hereinafter
referred to as "CRC" or the "Surviving Corporation"), and the Surviving
Corporation shall be the surviving corporation resulting from said merger.
The Articles of Incorporation of CRC are being Amended and
Restated simultaneously herewith to delete a provision which limits stock
ownership to employees of CRC.
Until altered, amended or repealed, as therein provided, the
By-Laws of the Surviving Corporation in effect as of the date of these Articles
of Merger, shall continue to be the By-Laws of the Surviving Corporation.
The principal office of the Surviving Corporation shall be the
principal office of the Surviving Corporation as of the date of the Articles of
Merger.
The Surviving Corporation shall pay all the expenses of
carrying the Articles of Merger into effect and of accomplishing the merger.
Upon the date when the Articles of Merger shall become
effective (hereinafter referred to as the "Effective Date"), the separate
existence of the Merging Corporation shall cease, and the Merging Corporation
shall be merged into the Surviving Corporation, which shall possess all the
rights, privileges, powers and franchises, and be subject to all of the
restrictions, liabilities and duties of the corporation party to the Merger, and
all and singular, the rights, privileges, powers and franchises of said
corporation, and all property, real, personal and mixed, and all debts due to
said corporation shall be vested in the Surviving Corporation; and all property,
rights and privileges, powers and franchises, and all and every other interest,
shall thereafter be as effectively the property of the Surviving Corporation as
they were of the constituent corporation, and the title to any real estate,
whether by deed or otherwise, vested in said corporation party hereto, shall not
revert or be in any way impaired by reason of this merger, provided that all the
rights of creditors and all liens upon the property of the corporation party
hereto shall be preserved unimpaired, and all debts, liabilities and duties of
the Merging Corporation shall forthwith attach to the said 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.
If, at any time, the Surviving Corporation shall consider or
be advised that any further actions are necessary or desirable to vest in said
Surviving Corporation, according to the terms hereof, the title to any property
or rights of the said Merging Corporation, the proper officers and directors of
said Merging Corporation shall and will execute and make all such proper
assignments and assurances, and do all things necessary or proper to vest title
in such property or rights in the Surviving Corporation, and otherwise to carry
out the purposes of the Merger.
3. The manner of converting the outstanding capital
shares of the merging corporations shall be as follows:
(a) Conversion of CRC's Shares. Upon the
effective date of the merger, each share of the CRC's common stock outstanding
immediately prior thereto (hereinafter referred to as the "CRC Shares") shall,
by virtue of the Merger and without any action on the part of the holder
thereof, be canceled and converted into the right to receive .19138 (hereinafter
referred to as the "Exchange Ratio") shares of Thermo common stock. $1.00 per
value (hereinafter referred to as the "Thermo Shares")
(b) CRC Stock Options. At or prior to the
Effective Date, Thermo and CRC shall take all action necessary to cause the
assumption by Thermo of the options to purchase CRC common stock outstanding as
of the effective date (the "CRC Options"). Each of the CRC Options shall be
converted without any action on the part of the holder thereof into an option to
purchase shares of Thermo common stock as of the Effective Date (hereinafter
referred to as the "Thermo Options"). The number of shares of Thermo common
stock that each record holder of an option agreement which represents CRC
Options (the "Optionholders") shall be
entitled to receive upon the exercise of such option shall be a number of whole
and fractional shares determined by multiplying the number of shares of CRC
common stock subject to such option, determined immediately before the Effective
Date, by the Exchange Ratio. The assumption and conversion of CRC Options to
Thermo Options shall not give the Optionholders additional benefits which they
did not have immediately prior to eh Effective Date, result in any acceleration
of any vesting schedule for any CRC Option, other than the acceleration of the
vesting schedules pursuant to the terms of the CRC Nonqualified Stock Option
Plan dated January 2, 1990. To relieve the Optionholders of any obligations or
restrictions applicable to their options of the shares obtainable upon exercise
of the options. Only whole shares of Thermo common stock shall be issued upon
exercise of any Thermo option and in lieu of receiving any fractional share of
Thermo common stock, the holder of such option shall receive in cash the fair
market value of the fractional share, net of the applicable exercise price of
the fractional share and applicable withholding taxes.
(c) Limit on Issuance of Thermo Shares. Anything
to the contrary herein notwithstanding, the total number of Thermo Shares which
shall be required to be issued pursuant to the paragraph (a) above and upon the
exercise of CRC Options that are converted into Thermo Options pursuant to
paragraph (b) above shall not (except as such number of shares shall be required
to be adjusted pursuant to paragraph (h) hereof) exceed 2.669.158. In the event
that the application of the Exchange Ratio set forth in paragraph (a) above
could result in the issuance of more than 2.669.158 Thermo Shares, such Exchange
Ratio shall be automatically adjusted such that the total number of Thermo
Shares will not exceed 2.669.158.
(d) Dissenting Shares. Each outstanding CRC Share
held by a CRC shareholder who has demanded and perfected his or her right to an
appraisal of his or her CRC Shares in accordance with Sections 607.1301,
607.1302 and 607.1320 of the Florida Business Corporation Act and who has not
effectively withdrawn or lost his or her right to such appraisal ("Dissenting
Shares") shall not be converted into or represent the right to receive the
Thermo Shares represented by such CRC Shares pursuant to paragraph (a) above,
but the holder thereof shall be entitled only to such rights as are granted by
Sections 607.1301, 607.1302 and 607.1320 of the Florida Business Corporation
Act.
(e) Payment for the CRC Shares. Promptly
following the effective date of the merger, The First National Bank of Boston,
Thermo's stock transfer agent (hereinafter referred to as the "Exchange Agent"),
shall transmit to each record holder of an outstanding certificate which prior
thereto represented CRC Shares (the "Shareholders") a form of letter of
transmittal and instructions for use in effecting the surrender of such
certificate and/or option agreement in exchange for the Thermo Shares
represented by such CRC Shares. Upon the proper surrender of such certificates
and a duly executed letter of transmittal and any required tax certifications,
in accordance with such instructions, to the Exchange Agent, the Exchange Agent
shall deliver a certificate for the Thermo Shares that such person is entitled
to receive, minus the deduction specified in paragraph (f) hereof. It shall be a
condition of such payment and delivery that the surrendered certificate by
properly endorsed or otherwise in proper form for transfer and that the person
requesting such shall pay any transfer or other taxes required by reason of such
payment or delivery or establish to the satisfaction of the Transfer Agent,
Thermo and/or the Surviving Corporation that such tax has been paid or is not
applicable. Until so surrendered for exchange, each certificate heretofore
representing CRC Common stock
(other than Dissenting Shares) shall, subject to paragraph (f) hereof, be deemed
for all purposes to evidence the right to receive the consideration as described
in accordance with paragraph (a) above; provided, however, that unless and until
any such outstanding certificate is so surrendered, the holder of such
outstanding certificate shall cease to have any rights as a stockholder of CRC,
except such rights, if any, as such holder may have with respect to Dissenting
Shares and shall not be entitled to receive any consideration from the Surviving
Corporation and/or Thermo with respect to the CRC Shares represented by such
certificate. Each Shareholder, upon surrender of each such certificate to the
Exchange Agent, shall receive promptly in exchange for each such certificate the
Thermo Shares and cash (if any) to which such holder is entitled pursuant to
paragraphs (a), (g) and (h) hereof. Unless and until any such outstanding
certificates for CRC Shares shall be so surrendered, no dividend (cash or stock)
payable to holders of record of shares of Thermo common stock as of any date
subsequent to the Effective Date shall be paid to the holder of any such
outstanding certificate and his other rights as a stockholder of Thermo shall be
suspended, but upon such surrender of such outstanding certificate there shall
be paid to the record holder of the certificate of shares of Thermo common stock
issued in exchange therefore the amount of dividends, if any, without interest
and less any taxes which may have been imposed thereon, that have theretofore
become payable with respect to the number of those shares of Thermo common stock
represented by such certificate issued upon such surrender and exchange, and his
other rights as a stockholder of Thermo shall thereafter be restored.
(f) Escrow Account. For the purpose of providing
support of the representations and warranties contained herein and to induce
Thermo to enter into the Agreement and Plan of Merger, ten percent (10%) of
Thermo Shares each CRC shareholder has the right to beneficially receive
pursuant to paragraph (a) above (including Thermo Shares to be issued to the CRC
401(k) Employee Stock Ownership Plan (the "KSOP")) shall be withheld from
payment to such CRC shareholder pursuant to paragraph (a) and shall be set aside
in escrow pursuant to the terms of the Indemnification and Stock Escrow
Agreement (the "Escrow Agreement") entered into by and among Thermo, CRC, the
shareholder representative (as defined in the Escrow Agreement) and The First
National Bank of Boston, as escrow agent. The amount of shares place in escrow
pursuant to this paragraph (f) shall be considered the "Escrowed Shares." The
Escrowed Shares shall be held as a trust fund and shall not be subject to any
lien, attachment, trustee process or any other judicial process of any creditor
of any party, and shall be held and disbursed by the Escrow Agent solely for the
purposes and in accordance with the terms of the Escrow Agreement. It is
intended that the assets held in escrow as above provided shall facilitate
Thermo's and the Surviving Corporation's ability to recover amounts to which
they are entitled under the Agreement and Plan of Merger dated February 8, 1995
(hereinafter referred to as the "Agreement and Plan of Merger") or the Escrow
Agreement as a result of misrepresentations, breaches of warranties and breaches
of covenants contained in the Agreement and Plan of Merger and to satisfy claims
of Thermo and Acquisition arising as a result of the Agreement and Plan of
Merger or the Escrow Agreement. Accordingly, and to the extent necessary to
provide such protection to Thermo and the Surviving Corporation, property held
in escrow thereunder shall be available to satisfy claims of Thermo and the
Surviving Corporation under the Agreement and Plan of Merger or the Escrow
Agreement to the extent provided in such agreements.
(g) No Fractional Shares of Thermo Common Stock.
Notwithstanding any other provision, neither certificates nor scrip for
fractional shares of Thermo common stock shall be issued to any holder of CRC
common stock in the Merger and the holder thereof shall not be entitled to any
voting or other rights of a holder of shares or a fractional share interest.
Each CRC shareholder who otherwise would have been entitled to receive a
fraction of a share of Thermo common stock shall receive in lieu thereof cash,
without interest, in an amount determined by multiplying such shareholder's
fractional interest by the closing price of Thermo common stock as reported on
the New York Stock Exchange on the Effective Date. All amounts of cash in
respect of fractional interests which have not been claimed at the end of three
years from the Effective Date by surrender of certificates for shares of CRC
common stock shall be repaid to the Surviving Corporation, subject to the
provisions of applicable escheat or similar laws, for the account of the holders
entitled thereto.
(h) Adjustments. In the event Thermo shall
declare, pay, make or effect between the date the Agreement and Plan of Merger
and the Effective Date hereof (i) any stock dividend or other distribution in
respect of Thermo common stock payable in shares of capital stock of Thermo,
(ii) any stock split or other subdivision of outstanding shares of Thermo common
stock into a larger number of shares, (iii) any combination of outstanding
shares of Thermo common stock into a smaller number of shares, (iv) any
reclassification of Thermo common stock into other shares of capital sock or
securities, or (v) any exchange of the outstanding shares of Thermo common
stock, in connection with a merger or consolidation of Thermo or sale by Thermo
of all or part of its assets, for a different number or class of shares of stock
or securities of Thermo or for the shares of the capital stock or other
securities of any corporation, appropriate adjustment shall be made in the ratio
for the conversion of CRC Shares into Thermo Shares as may be required to put
the CRC shareholders in the same position as if the record date, with respect to
any such transaction or transactions which shall so occur, had been immediately
after the Effective Date, or otherwise to carry out the intents and purposes of
the Agreement and Plan of Merger.
(i) Closing of Stock Transfer Books. The stock
transfer books of CRC shall be closed at the close of business on the day
immediately preceding the Effective Date. In the event of a transfer of
ownership of CRC common stock, the shares of Thermo common stock and cash (if
any) to be issued in the Merger as provided herein may be delivered to a
transferee, if the certificate representing such CRC common stock is presented
to the Exchange Agent, accompanied by all documents required to evidence and
effect such transfer and by payment of any applicable stock transfer taxes.
(j) Lost Certificates. In the event any
certificate representing a shareholder's CRC Shares shall have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming such certificate or option instrument to be lost, stolen or destroyed,
the Exchange Agent or the Surviving Corporation shall issue in exchange for such
lost, stolen or destroyed certificate or option instrument the consideration
payable in exchange therefore pursuant to this Section 3. The Board of directors
of the Exchange Agent or the Surviving Corporation, may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate to give the Exchange Agent or the
Surviving Corporation a bond in such sum as it may direct as indemnity against
any claim
that may be made against the Surviving Corporation with respect to the
certificate or option instrument alleged to have been lost, stolen or destroyed.
(k) Conversion of Acquisition Shares. Upon the
effective date hereof, each share of Acquisition's common stock outstanding
immediately prior thereto shall, by virtue of the Merger and without any action
on the part of the holder thereof, be canceled and converted into one (1) fully
paid and nonassessable common share of the Surviving Corporation, which shares
shall be registered in the name of and beneficially owned by Thermo.
The following sets forth the Board of Directors of the
Surviving Corporation after the effective date of the merger who shall hold
office until their successors are duly elected and qualified:
Name Address
---- -------
Marshall J. Armstrong 81 Wyman Street
Waltham, Massachusetts 02254
James B. Morrison 201 South Orange Avenue
Orlando, Florida 32801
Richard H. Levine 201 South Orange Avenue
Orlando, Florida 32801
Martin R. Adams 950 L'Enfant Plaza Center, SW
Eighth Floor
Washington, D.C. 20026
Buddy G. Beck 950 L'Enfant Plaza Center, SW
Eighth Floor
Washington, D.C. 20026
Robert V. Wells 201 South Orange Avenue
Orlando, Florida 32801
The following sets forth the officers of the Surviving
Corporation after the effective date of the merger who shall hold office until
their successors are duly elected and qualified:
Name Address
---- -------
Marshall J. Armstrong 81 Wyman Street
Chairman of the Board Waltham, Massachusetts 02254
James B. Morrison 201 South Orange Avenue
President Orlando, Florida 32801
Name Address
---- -------
Richard H. Levine 201 South Orange Avenue
Corporate Vice President Orlando, Florida 32801
and Chief Financial Officer
Martin R. Adams 950 L'Enfant Plaza Center, SW
Corporate Vice President Eighth Floor
Washington, D.C. 20026
Buddy G. Beck 950 L'Enfant Plaza Center, SW
Corporate Vice President Eighth Floor
Washington, D.C. 20026
Robert V. Wells 201 South Orange Avenue
Corporate Vice President Orlando, Florida 32801
Jonathan W. Painter 81 Wyman Street
Treasurer Waltham, Massachusetts 02254
Sandra L. Lambert 81 Wyman Street
Secretary Waltham, Massachusetts 02254
Seth H. Hoogasian 81 Wyman Street
Assistant Secretary Waltham, Massachusetts 02254
Robert V. Aghababian 81 Wyman Street
Assistant Secretary Waltham, Massachusetts 02254
FIFTH: The effective date of this Certificate of Merger shall
be the 15th day of March, 1995.
SIXTH: The Agreement and Plan of Merger was adopted by the
Shareholders of Coleman Research Corporation, the undersigned Florida
Corporation, on the 15th day of March, 1995, and was adopted by the sole
Shareholder of CRC Acquisition Corp., the undersigned foreign corporation, on
the 15th day of March, 1995.
SIGNED this 15th day of March, 1995.
COLEMAN RESEARCH CORPORATION
By: /s/ James B. Morrison
------------------------
James B. Morrison
Its President
By: /s/ Harriett C. Coleman
------------------------
Harriett Coleman,
Its Secretary, who by
This signature also attests
(CORPORATE SEAL)
(THE "SURVIVING CORPORATION")
CRC ACQUISITION CORP.
By /s/ Marshall J. Armstrong
------------------------
Its President
By /s/
------------------------
Its Secretary, who by
This signature also attests
(CORPORATE SEAL)
(THE "MERGING CORPORATION")
STATE OF MA )
COUNTY OF Middlesex )
The foregoing instrument was acknowledged before me this 15th
day of March, 1995, by Marshall J. Armstrong, President of CRC Acquisition
Corp., on behalf of the Corporation.
My commission expires: November 25, 1999
/s/
------------------------
Notary Public
(SEAL)
STATE OF Florida )
COUNTY OF Orange )
The foregoing instrument was acknowledged before me this 15th
day of March, 1995, by James B. Morrison, President of Coleman Research
Corporation, on behalf of the Corporation.
My commission expires: June 27, 1995
/s/ C. L. Van Dermark
------------------------
Notary Public
(SEAL)
ARTICLES OF MERGER
The undersigned domestic Corporations, pursuant to Section
607.1101 of the Florida Business Corporation, hereby execute the following
Articles of Merger:
First: The names of the corporations proposing to merger and
the names of the States under the laws of which such corporations are organized
are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
Coleman Research Corporation Florida
Aegis Engineering, Inc. Florida
SECOND: The laws of the State of Florida under which both
corporations are organized under permit such merger and both corporations are
complying with the applicable provisions of the Florida Business Corporation Act
in effecting the merger.
THIRD: The name of the Surviving Corporation is Coleman
Research Corporation.
FOURTH: The Plan of Merger is as follows:
1. The name of each of the domestic corporations of the
merger is as follows: Coleman Research Corporation, a wholly-owned subsidiary of
Thermo Electron Corporation, a Delaware corporation, and Aegis Engineering, Inc.
2. Effective upon issuance of the Certificate of Merger
by the Secretary of State of Florida, Aegis Engineering, Inc. (hereinafter
referred to as the "Merging Corporation") will merge into Coleman Research
Corporation (the "Surviving Corporation), and Coleman Research Corporation shall
be the surviving corporation resulting from the merger.
3. Until altered, amended or repealed, as therein
provided, the Bylaws of the Surviving Corporation in effect as of the date of
these Articles of Merger, shall continue to be the Bylaws of the Surviving
Corporation.
4. The principal office of the Surviving Corporation
shall be the principal office of the Surviving Corporation as of the date of the
Articles of Merger.
5. The Surviving Corporation shall pay all the expenses
of carrying the Articles of Merger into effect and of accomplishing the merger.
6. Upon the date when the Articles of Merger shall become
effective (hereinafter referred to as the "Effective Date"), the separate
existence of the Merging Corporation shall cease, and the Merging Corporation
shall be merged into the Surviving Corporation, which shall possess all the
rights, privileges, powers and franchises, and be subject to all of the
restrictions, liabilities and duties of the corporation party to the Merger, and
all and
2
singular, the rights, privileges, powers and franchises of said corporation, and
all property, real, personal and mixed, and all debts due to said corporation
shall be vested in the Surviving Corporation; and all property, rights and
privileges, powers and franchises, and all and every other interest, shall
thereafter be as effectively the property of the Surviving Corporation as they
were of the constituent corporation, and the title to any real estate, whether
by deed or otherwise, vested in said corporation party hereto, shall not revert
or be in any way impaired by reason of this merger, provided that all the rights
of creditors and all liens upon the property of the corporation party hereto
shall be preserved unimpaired, and all debts, liabilities and duties of the
Merging Corporation shall forthwith attach to the said 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.
7. If, at any time, the Surviving Corporation shall
consider or be advised that any further actions are necessary or desirable to
vest in said Surviving Corporation, according to the terms hereof, the title to
any property or rights of the said Merging Corporation, the proper officers and
directors of said Merging Corporation shall and will execute and make all such
proper assignments and assurances, and do all things necessary or proper to vest
title in such property or rights in the Surviving Corporation, and otherwise to
carry out the purposes of the Merger.
8. The manner of converting the outstanding capital
shares of the merging corporations shall be as follows:
(a) Conversion of Shares. Upon the Effective
Date, all of the outstanding common shares of the Surviving Corporation shall
remain issued and outstanding to its sole shareholder Thermo Electron
Corporation, the parent corporation of the Surviving Corporation. Upon the
Effective Date, all of the outstanding common shares of the Merging Corporation
shall be transferred, exchanged and/or converted for or into a number of shares
of common stock of Thermo Electron Corporation ("Thermo Shares") which, when
multiplied by the average closing per share price of the common stock of Thermo
Electron Corporation on the New York Stock Exchange for the five (5) trading
days preceding the Closing Date would equal $460,000. The Thermo Shares shall be
delivered as soon as practicable after the Effective Date, but in no event more
than sixty (60) days from the Closing Date. The Thermo Shares shall be subject
to the Forfeiture Agreement signed on the Closing Date and pending the
expiration of the period of forfeiture as described in the Forfeiture Agreement,
the Thermo Shares, subject to forfeiture, shall be held in escrow pursuant to
the terms of an Escrow Agreement. The issuance of the Thermo Shares shall not be
registered under the Securities Act of 1933 (the "Securities Act), however, the
Thermo Shares will be registered under the Securities Act before the first
anniversary of the Closing Date, if an exemption from register under the
Securities Act does not otherwise exist.
FIFTH: The effective date of this Certificate of Merger shall
be the 31st day March, 1996.
SIXTH: The Agreement and Plan of Merger was adopted by the
Board of Directors of Coleman Research Corporation on the 5th day of April, 1996
and no action was required by the sole shareholder of the Surviving Corporation,
Thermo Electron Corporation.
3
The sole Shareholder and Board of Directors of Aegis Engineering adopted the
Plan of Merger on the 5th day of April, 1996.
Signed this 5th day of April, 1996.
COLEMAN RESEARCH CORPORATION
By: /s/ James B. Morrison
------------------------
James B. Morrison
Its President
By: /s/
------------------------
Its Secretary, who by
This signature also attests
(CORPORATE SEAL)
(THE "SURVIVING CORPORATION")
4
Signed this 5th day of April, 1996.
AEGIS ENGINEERING, INC.
By /s/ Michael G. Stelling
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Michael G. Stelling
Its President
By /s/ Michael G. Stelling
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Its Secretary, who by
This signature also attests
(CORPORATE SEAL)
(THE "MERGING CORPORATION")
STATE OF Florida )
COUNTY OF Orange )
The foregoing instrument was acknowledged before me this 5th
day of April, 1996, by James B. Morrison, President of Coleman Research
Corporation, on behalf of the Corporation.
My commission expires: June 27, 1995
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/s/ C.L. Van Dermark
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Notary Public
(SEAL)
STATE OF Virginia )
COUNTY OF Fairfax )
The foregoing instrument was acknowledged before me this 5th
day of April, 1996, by Michael G. Stelling, President of Aegis Engineering
Corporation, on behalf of the Corporation.
My commission expires: July 30, 1999
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/s/
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Notary Public
(SEAL)