ARTICLES OF INCORPORATION
OF
ELECTRODYNAMICS, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned hereby adopt the following Articles of
Incorporation pursuant to the laws of the State of Arizona:
ARTICLE I
NAME
The name of the corporation shall be ELECTRODYNAMICS, INC.
ARTICLE II
KNOWN PLACE OF BUSINESS
The known place of business of the corporation, shall be:
3500 North Greenfield Road
Mesa, Arizona, 85201
but other offices and places for conducting business within the State of Arizona
may be established from time to time by the Board of Directors.
ARTICLE III
PURPOSES, POWERS, AND INITIAL BUSINESS
The objects and purposes for which the corporation is organized, and
the general nature of the business which it intends to transact, are as follows:
(a) To manufacture and sell products for aerospace, military and industrial
applications, including, but not limited to video mappers, counting
accelerometers, elapsed time indicators, precision timing motors, electronic
timers, electronic switches, electromagnetic fault indicators, potentiometers,
and other electronic devices.
(b) To engage in any lawful business permitted to a private corporation
under the laws of the State of Arizona, and to do all of the corporate powers
enumerated in the Arizona Business Corporation Act;
(c) To do all things necessary or convenient for the accomplishment or
furtherance of any of the purposes stated herein, and to do all things necessary
or convenient for the protection and the benefit of the corporation.
ARTICLE IV
AUTHORIZED CAPITAL
The authorized capital of the corporation shall be One Thousand Dollars
($1,000.00), consisting of 1,000 shares of Common Stock, one dollar ($1.00) par
value.
ARTICLE V
BOARD OF DIRECTORS
The business and affairs of the corporation shall be managed and
conducted by a Board of Directors consisting of such number of persons as shall
be fixed by the By-Laws. The initial Board of Directors shall consist of five
(5) directors. The persons who are to serve as directors until the first annual
meeting of shareholders or until their successors are elected are:
B. Paul Barnes
3500 North Greenfield Road
Mesa, Arizona 85205
Thomas A. Dickey
3500 North Greenfield Road
Mesa, Arizona 85205
Gerard G. Ellis
3500 North Greenfield Road
Mesa, Arizona 85205
William H. Mallender
3500 North Greenfield Road
Mesa, Arizona 85205
Ralph A. Rockow
3500 North Greenfield Road
Mesa, Arizona 85205
ARTICLE VI
INCORPORATORS
The incorporators of the corporation are:
Mark S. Dickerson
3500 North Greenfield Road
Mesa, Arizona 85205
Laura Gallup
3500 North Greenfield Road
Mesa, Arizona 85205
2
ARTICLE VII
STATUTORY AGENT
The initial statutory agent of the corporation, who may be replaced at
any time by the Board of Directors is:
Mark S. Dickerson
3500 North Greenfield Road
Mesa, Arizona 85205
IN WITNESS WHEREOF, we, the undersigned, have hereunto set our hands
this 10th day of September, 1981.
/s/ Mark S. Dickerson
---------------------------------------
Mark S. Dickerson
/s/ Laura Gallup
---------------------------------------
Laura Gallup
STATE. OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On this, the 10th day of September, 1981, before me, the undersigned
Notary Public, personally appeared Mark S. Dickerson and Laura Gallup, known to
me (or satisfactory proven) to be the persons whose names are subscribed to the
within instrument, and acknowledged that they executed the same for the purposes
therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Leona Shiever
---------------------------------------
Notary Public
My Commission Expires:
August 15, 1984
- ---------------------------
3
STATEMENT OF CHANGE OF ADDRESS OF STATUTORY AGENT
AND OF KNOWN PLACE OF BUSINESS
BY
STATUTORY AGENT
Pursuant to the provisions of Section 10-013 of the Arizona General
Corporation Law, the undersigned statutory agent, submits the following
statement for the purpose of changing the known place of business of
Electrodynamics, Inc. for which it is the statutory agent in the State of
Arizona:
FIRST: The corporation for which it is the statutory agent is
ELECTRODYNAMICS, INC.
SECOND: The address of the present known place of business of the
corporation is 3500 North Greenfield Road, Mesa, Arizona, 85201.
THIRD: The address to which the known place of business is to be
changed is 2702 North 44th Street, Phoenix, Arizona, 85008.
FOURTH: The name and present address of the statutory agent of the
corporation is Mark S. Dickerson, c/o Talley Industries, Inc., 3500 North
Greenfield Road, Mesa, Arizona, 85201.
FIFTH: Notice of this change has been mailed to the corporation.
DATED: July 14, 1983.
/s/ Mark S. Dickerson
-----------------------------------
Mark S. Dickerson
Statutory Agent
ARTICLES OF MERGER
OF
MINELCO, INC.,
(a Delaware corporation)
INTO
ELECTRODYNAMICS, INC.
(an Arizona corporation)
Pursuant to Section 10-074 of Arizona Revised Statutes, Minelco, Inc., a
Delaware corporation ("Minelco") and Electrodynamics, Inc. ("Electrodynamics),
an Arizona corporation, each hereby certifies to the following information
relating to the merger of Minelco with and into Electrodynamics, Inc.
1. The name of the surviving corporation is Electrodynamics, Inc., an
Arizona corporation. The name of the merging corporation is Minelco, Inc., a
Delaware corporation.
2. The Agreement and Plan of Merger is set forth as Exhibit A attached
hereto and incorporated herein by this reference.
3. The number of outstanding shares of Minelco is 1,000 shares of common
stock with a par value of $1 per share, and the number of outstanding shares of
Electrodynamics is 1,000 shares of common stock with a par value of $1 per
share.
4. All issued and outstanding shares of Minelco were voted in favor of the
Agreement and Plan of Merger.
5. The Agreement and Plan of Merger was approved by the board of directors
of the surviving corporation, Electrodynamics, Inc. and no vote of the
shareholders of such surviving corporation was required because of the
applicability of Section 10-073(C) of the Arizona Revised Statutes.
IN WITNESS WHEREOF, the Articles of Merger has been executed this 15th day
of October, 1993.
ELECTRODYNAMICS, INC.,
an Arizona corporation
By:/s/ John W. Kravcik
------------------------
Its: President
By:/s/ Mark S. Dickerson
------------------------
Its: Secretary
MINELCO, INC.,
a Delaware corporation
By:/s/ John W. Kravcik
------------------------
Its: President
By:/s/ Mark S. Dickerson
------------------------
Its: Secretary
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On this, the 16th day of October, 1993, before me, the undersigned
Notary Public, personally appeared Mark S. Dickerson, know to me (or
satisfactory proven) to be the person whose name is subscribed to the within
instrument, and acknowledged that he executed the same of for the purposes
therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Laura Gallup
------------------------
Notary Public
My Commission Expires:
9/4/97
- ------------------
STATE OF ILLINOIS )
) ss.
STATE OF COOK )
On this, the 15th day of October, 1993, before me, the undersigned
Notary Public, personally appeared John W. Kravcik, know to me (or satisfactory
proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that executed the same of for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Janis B. Noble
------------------------
Notary Public
My Commission Expires:
10/31/96
- -------------------
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On this, the 16th day of October, 1993, before me, the undersigned
Notary Public, personally appeared Mark S. Dickerson, know to me (or
satisfactory proven) to be the person whose name is subscribed to the within
instrument, and acknowledged that he executed the same of for the purposes
therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Laura Gallup
------------------------
Notary Public
My Commission Expires:
9/4/97
- ------------------
STATE OF ILLINOIS )
) ss.
STATE OF COOK )
On this, the 15 day of October, 1993, before me, the undersigned Notary
Public, personally appeared John W. Kravcik, know to me (or satisfactory proven)
to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same of for the purposes therein contained.
IN WITNESS THEREOF, I -hereunto -set -my -hand and official; seal.
/s/ Janis B. Noble
------------------------
Notary Public
Commission Expires:
10/31/96
- -------------------
Exhibit A
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger, dated as of October 15, 1993, between
Electrodynamics, Inc., an Arizona corporation (the "Surviving Corporation") and
Minelco, Inc., a Delaware corporation (the "Disappearing Corporation") (the
Disappearing Corporation and the Surviving Corporation hereinafter sometimes
collectively referred to as the "Constituent Corporations").
R E C I T A L S
WHEREAS. each of the Surviving Corporation and the Disappearing Corporation
is a wholly-owned subsidiary of Talley Industries, Inc. ("Talley") which owns
100% of the capital stock of each such corporation; and
WHEREAS, Talley, the Surviving Corporation and the Disappearing Corporation
have determined that it is in the best interest of all of such corporations that
the organizational structure of these wholly-owned subsidiaries of Talley be
restructured and simplified; and
WHEREAS, the Surviving Corporation and the Disappearing Corporation wish to
provide for the terms and conditions upon which a merger of the Disappearing
Corporation with and into the Surviving Corporation would be consummated;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, provisions and agreements herein contained, and other good and lawful
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto have adopted a Plan of Merger as follows:
ARTICLE I
THE MERGER
1.1. At the Effective Time as defined in Section 4.1 hereof, the
Disappearing Corporation shall be merged with and into the surviving
Corporation, which shall be the surviving corporation (the "Merger"). The
corporate existence of the Surviving Corporation with all its purposes, powers,
and objects shall continue unaffected and unimpaired by the Merger. The
Surviving Corporation shall, from and after the Effective Time, possess all of
the rights, privileges, powers and franchises of a public, as well as a private,
nature and be subject to and liable for all the restrictions, disabilities,
debts, liabilities, obligations, penalties and duties of each of the Constituent
Corporations; and all and singular, the rights, privileges, powers, and
franchises of each of the Constituent Corporations in all property, real,
personal, and mixed, and all debts due either of the Constituent Corporations on
whatever account, including stock subscriptions and other things in action and
all or every other interest of or belonging to either of the Constituent
Corporations shall be vested in the Surviving Corporation without further act or
deed; and the title to any real estate, whether vested by deed or otherwise in
either of the Constituent Corporations, shall not revert or be in any way
impaired by reason of the Merger, and no liability or obligation due or to
become due at the Effective Time or any claim or demand
for any cause then existing or action or proceeding pending by or against either
of the Constituent Corporations or any shareholder, officer or director thereof
shall be released or impaired by the Merger; and all rights of creditors and
liens upon property, of either of the Constituent Corporations, shall be
preserved unimpaired, all in accordance with, and with the effect stated in the
applicable provisions of the General Corporation Law of the State of Delaware
("DGCL") and the General Corporation Law of the State of Arizona ("AGCL"). The
separate existence and corporate organization of the Disappearing Corporation
shall cease upon the Effective Time, and thereupon the Disappearing Corporation
and the Surviving Corporation shall be a single corporation -- to wit, the
Surviving Corporation.
1.2. If at any time after the Effective Time the Surviving Corporation
shall consider or be advised that any further assignment, assurances in law, or
any other things are necessary or desirable to vest, perfect, or confirm of
record or otherwise in the Surviving Corporation the title to any property or
right of the Disappearing Corporation acquired or to be acquired by reason of or
as a result of the Merger, the Disappearing Corporation and its proper officers
and directors, will, upon notice, execute and deliver such proper deeds,
assignments, and assurances reasonably requested by the Surviving Corporation
and do all things necessary or advisable to vest, perfect, or confirm title to
such property or rights in the Surviving Corporation and otherwise to carry out
the intent and purposes of this Agreement and the proper officers and directors
of the Surviving Corporation are fully authorized in the name of this
Disappearing Corporation or otherwise to take any and all such action.
ARTICLE II
ARTICLES OF INCORPORATION; BY-LAWS;
BOARD OF DIRECTORS; OFFICERS
2.1. The Articles of Incorporation of the Surviving Corporation as in
effect at the Effective Time shall be the Articles of Incorporation of the
Surviving Corporation until the same shall be amended as provided by law.
2.2. The By-Laws of the Surviving Corporation as in effect at Effective
Time shall be the By-Laws of the Surviving Corporation until the same shall
hereafter be altered, amended, or repealed in accordance with law, the Articles
of Incorporation of the Surviving Corporation, or said By-Laws.
2.3. From and after the Effective Time the officers and directors of the
Surviving Corporation immediately prior to the Effective Time shall serve in
their respective capacities as the officers and directors of the Surviving
Corporation, each to serve until his respective successor shall have been duly
elected and qualified.
2.4. The laws which are to govern the Surviving Corporation are the laws of
the State of Arizona.
2
ARTICLE III
CONVERSION OF SHARES
3.1. At the Effective Time:
(a) The Merger shall effect no change in any of the shares of the Surviving
Corporation's capital stock and none of its shares shall be converted as a
result of the Merger.
(b) Each share of the Disappearing Corporation's capital stock issued and
outstanding at the Effective Time shall by virtue of the Merger be cancelled and
retired without any further action and no shares of stock or other securities of
the Surviving Corporation or any other corporation shall be issuable with
respect thereto.
ARTICLE IV
pROCEDURE TO EFFECT MERGER
4.1. Subject to the prior approval of the Merger by the sole stockholder of
the Disappearing Corporation, the Constituent Corporations shall cause Articles
of Merger (the "Articles of Merger") to be filed with the Secretary of State of
Arizona as provided in the AGCL and this Plan of Merger to be filed with the
Secretary of State of Delaware as provided in the DGCL. The Merger shall become
effective at the time and the date as provided in the AGCL and DGCL. The date
and time when the Merger shall become effective is herein referred to as the
"Effective Time". Each of the Constituent Corporations hereby agrees to do
promptly all of such acts, and to take promptly all such measures as may be
appropriate to enable it to perform as early as practicable the covenants and
agreements herein provided to be performed by it.
4.2. This Agreement may be terminated by the mutual consent of the Boards
of Directors of the Constituent Corporations whether before or after approval of
this Agreement by Talley.
ARTICLE V
MISCELLANEOUS
5.1. This Agreement may be executed in several counterparts each of which
shall be deemed an original but all of which counterparts collectively shall
constitute one instrument representing the agreement between the parties hereto.
5.2. Except as otherwise provided in this Agreement, nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto or their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.
5.3. This Agreement and legal relations between the parties hereto shall be
governed by and construed in accordance with the laws of the State of Arizona.
3
5.4. Pursuant to Section 252(d) of the DGCL, the Surviving Corporation
hereby irrevocably agrees that:
(a) it may be served with process in the State of Delaware in any
proceeding for the enforcement of any obligation of the Disappearing
Corporation, as well as for any enforcement of any obligation of the
Surviving Corporation arising from the Merger, including any suit or other
proceeding to enforce the right of any shareholders as determined in
appraisal proceedings pursuant to the provisions of Section 262 of the
DGCL;
(b) The Secretary of State of Delaware as its agent may accept service
of process in any such suit or other proceedings; and
(c) the Secretary of State should mail a copy of such process to the
Surviving Corporation at the following address:
Talley Manufacturing and Technology, Inc.
2702 N. 44th Street
Phoenix, AZ 85008
Attention: General Counsel
4
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement and Plan of Merger to be signed in its corporate name its duly
authorized officers all of the date first above written..
ATTEST: ELECTRODYNAMICS, INC.
/s/ Mark S. Dickerson By:/s/ John W. Kravcik
- ------------------------------------ -------------------
Secretary Title: President
----------
ATTEST: MINELCO, INC.
/s/ Mark S. Dickerson By:/s/ John W. Kravcik
- ------------------------------------ -------------------
Secretary Title: President
----------
5
MINELCO, INC.
SECRETARY CERTIFICATE
The undersigned, being the Secretary of Minelco, Inc. ("Minelco"),
hereby certifies that the sole shareholder of Minelco approved by written
consent the Agreement and Plan of Merger, dated as of October 15, 1993, between
Electrodynamics, Inc. and Minelco to which this Certificate is attached.
DATED: October 15, 1993 By: /s/ Mark S. Dickerson
---------------- ---------------------
Secretary
ELECTRODYNAMICS, INC.
OFFICERS' CERTIFICATE
The undersigned, being the President and Secretary of Electrodynamics,
Inc., each hereby certifies that (i) no vote of the shareholders of
Electrodynamics, Inc. was required for the Agreement and Plan of Merger, dated
as of October 15, 1993, between Electrodynamics, Inc. and Minelco, Inc., to
which this certificate is attached, because of the applicability of Section
10-073(c) of the Arizona Revised Statutes as of the date hereof; and (ii) the
outstanding shares of Electrodynamics, Inc. were such as to render Section
10-073(C) of the Arizona Revised Statutes applicable.
DATED: October 15, 1993 By:/s/ John W. Kravcik
------------------- -------------------
President
DATED: October 15, 1993 By: /s/ Mark S. Dickerson
------------------- ----------------------
Secretary