AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
DECISION-SCIENCE APPLICATIONS, INC.
I
The name of the Corporation is:
DECISION-SCIENCE APPLICATIONS, INC.
II
The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California, other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
III
This Corporation is authorized to issue only one class of shares of
stock which shall be designated as common stock; the total number of shares
which the Corporation is authorized to issue is 1,000,000.
IV
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
V
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporation Code with respect
to actions for breach of duty to the Corporation and its shareholders.
-2-
DECISION-SCIENCE APPLICATIONS, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Guy A. Ackerson and Theresa McGrath certify that:
1. They are the President and the Secretary, respectively, of
Decision-Science Applications, Inc., a Virginia corporation.
2. The Agreement of Merger in the form attached was duly approved
by the Board of Directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding is 107.589.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and
correct of our own knowledge.
Date: August 19, 1998
/s/ Guy A. Ackerson
----------------------------------
Guy A. Ackerson, President
/s/ Theresa McGrath
----------------------------------
Theresa McGrath, Secretary
DSA ACQUISITION, INC.
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Kenneth W. Colbaugh and Ronald A. Hunn certify that:
1. They are the President and the Secretary, respectively, of DSA
Acquisition, Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the Board of Directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding is 100.
5. No approval of the shareholders of SM&A Corporation, the
parent of DSA Acquisition, Inc., was required in connection with the approval of
the Agreement of Merger.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and
correct of our own knowledge.
Date: August 18, 1998
/s/ Kenneth W. Colbaugh
------------------------------
Kenneth W. Colbaugh, President
/s/ Ronald A. Hunn
------------------------------
Ronald A. Hunn, Secretary
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
DECISION-SCIENCE APPLICATIONS, INC.
a California corporation
Calvin Gegner and Steven Mast certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of said Corporation.
2. The Articles of Incorporation of said Corporation shall be
amended to amend and restate Article I to read in its entirety as follows:
I
THE NAME OF THE CORPORATION SHALL BE:
SM&A CORPORATION (EAST)
3. The foregoing amendment has been approved by the Board of
Directors of said Corporation.
4. The foregoing amendment was approved by the required vote of the
shareholders of said Corporation in accordance with Section 902 of the
California General Corporation Law; the total number of outstanding shares of
each class entitled to vote with respect to the foregoing amendments was 100
common shares; and the number of shares of each class voting in favor of the
foregoing amendment equaled or exceeded the vote required, such required vote
being a majority of the outstanding shares of common stock.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on
November 17, 1998.
/s/ Calvin Gegner
----------------------------------
Calvin Gegner, President
/s/ Steven Mast
----------------------------------
Steven Mast, Secretary
VERIFICATION
The undersigned, Calvin Gegner and Steven Mast, the President and
Secretary, respectively, of Decision-Science Applications, Inc., declare under
penalty of perjury that the matters set out in the foregoing certificate are
true of their own knowledge.
Executed at Arlington, Virginia, on November 17, 1998.
/s/ Calvin Gegner
----------------------------------
Calvin Gegner
/s/ Steven Mast
----------------------------------
Steven Mast
November 13, 1998
Secretary of State
State of California
P.O. Box 944230
Sacramento, CA 94244-0230
Re: Authorization to Use Name
Ladies and Gentlemen:
The undersigned, SM&A Corporation, does hereby authorize its
wholly-owned subsidiary, Decision-Science Applications, Inc., to change its name
to "SM&A Corporation (East)" and to make use of the name, "SM&A Corporation" as
part of its new name.
The undersigned has executed this instrument duly authorized.
SM&A Corporation
/s/ Kenneth W. Colbaugh
----------------------------------
Kenneth W. Colbaugh
Chief Operating Officer and
Executive Vice President
AGREEMENT OF MERGER
OF
SPACE APPLICATIONS CORPORATION
AND
SM&A CORPORATION (EAST)
This Agreement of Merger is dated November 24, 1998, by and among SPACE
APPLICATIONS CORPORATION, a California corporation ("SAC") and SM&A CORPORATION
(EAST), a California corporation ("SMAE").
R E C I T A L S
WHEREAS, SAC is a California corporation and has 100 shares of its
common stock outstanding as of the date hereof, all of which are owned by SM&A
Corporation, a California corporation ("SM&A");
WHEREAS, SMAE is a California corporation and has 100 shares of its
common stock outstanding as of the date hereof, all of which are owned by SM&A;
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1. SAC shall be merged with and into SMAE, and SMAE shall be the
surviving corporation.
2. Upon such merger, all outstanding shares of common stock of SAC
shall be cancelled and no shares of SMAE shall be issued in exchange therefor.
SMAE shares shall remain outstanding.
3. Upon such merger, the separate existence of SAC shall cease and SMAE
shall succeed, without other transfer, to all the rights and property of SAC and
shall be subject to all the debts and liabilities thereof in the same manner as
if SMAE had itself incurred them. All rights of creditors and all liens upon the
property of each corporation shall be preserved unimpaired, provided that such
liens upon property of SAC shall be limited to the property affected thereby
immediately prior to the time the merger is effective.
4. After the merger becomes effective, SAC, through the persons who
were its officers immediately prior to the merger, shall execute or cause to be
executed such further assignments, assurances or other documents as may be
necessary or desirable to confirm title to properties, assets and rights in
SMAE.
5. The effective date of the merger is the date upon which a copy of
this Agreement of Merger is filed with the Secretary of State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement of Merger
on the date first set forth above.
SPACE APPLICATIONS CORPORATION,
a California corporation
By: /s/ Thomas Amrhein
-------------------------------
Thomas Amrhein, President
By: /s/ Steven Mast
-------------------------------
Steven Mast, Secretary
SM&A CORPORATION (EAST),
a California corporation
By: /s/ Calvin Gegner
-------------------------------
Calvin Gegner, President
By: /s/ Steven Mast
-------------------------------
Steven Mast, Secretary
SPACE APPLICATIONS CORPORATION
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Thomas Amrhein and Steven Mast certify that:
1. They are the President and the Secretary, respectively, of
Space Applications Corporation, a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the Board of Directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding is 100.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and
correct of our own knowledge.
Date: November 24, 1998 /s/ Thomas Amrhein
---------------------------
Thomas Amrhein, President
/s/ Steven Mast
---------------------------
Steven Mast, Secretary
SM&A CORPORATION (EAST)
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Calvin Gegner and Steven Mast certify that:
l. They are the President and the Secretary, respectively, of
SM&A Corporation (East), a California corporation.
2. The Agreement of Merger in the form attached was duly approved
by the Board of Directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding is 100.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and
correct of our own knowledge.
Date: November 24, 1998 /s/ Calvin Gegner
---------------------------
Calvin Gegner, President
/s/ Steven Mast
---------------------------
Steven Mast, Secretary
CERTIFICATE OF OWNERSHIP
Calvin Gegner and Steven Mast certify that:
1. They are the President and Secretary, respectively, of SM&A
Corporation (East), a California corporation.
2. This corporation owns all the outstanding shares of DSA
Systems, Inc., a Virginia corporation.
3. The Board of Directors of this corporation duly adopted the
following resolution:
RESOLVED, that this corporation merge DSA Systems, Inc., its
wholly owned subsidiary corporation, into itself and assume
all of its obligations pursuant to Section 1110, California
Corporations Code.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Date: March 12, 1998 /s/ Calvin Gegner
---------------------------
Calvin Gegner, President
/s/ Steven Mast
--------------------------
Steven Mast, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SM&A CORPORATION (EAST)
Michael A. Piraino hereby certifies that:
1. He is the President and Secretary of SM&A CORPORATION (EAST),
a California corporation (the "Corporation").
2. Article I of the Articles of Incorporation of the Corporation
is amended to read in full as follows:
I
THE NAME OF THIS CORPORATION SHALL BE:
EMERGENT INFORMATION TECHNOLOGIES - EAST
3. The foregoing amendment of the Articles of Incorporation of
the Corporation has been duly approved by the Board of Directors of the
Corporation.
4. The foregoing amendment of the Articles of Incorporation of the
Corporation has been duly approved by the required vote of shareholders entitled
to vote on such matter, pursuant to and in accordance with Section 902 of the
General Corporation Law of the State of California. The total number of
outstanding shares of the Corporation is 100 shares of Common Stock. The number
of shares entitled to vote on the foregoing matter is 100 shares of Common
Stock. The number of outstanding shares voting in favor of the foregoing
amendment was 100 (100%), which equaled or exceeded the vote required. The
percentage vote required to approve the foregoing amendment of the Articles of
Incorporation of the Corporation was a majority of the outstanding shares of
Common Stock.
I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate of Amendment are
true and correct of my own knowledge.
Date: April 26, 2000 /s/ Michael A. Piraino
------------------------------
Michael A. Piraino, President
/s/ Michael A. Piraino
------------------------------
Michael A. Piraino, Secretary
Dated: April 26, 2000
Secretary of State
Corporations Division
1500 11th Street
Sacramento, CA 95814
Ladies and Gentlemen:
Presented herewith for filing are the following documents:
(1) Certificate of Amendment of Articles of Incorporation of SM&A
Corporation (East), changing the corporation's name to Emergent Information
Technologies - East; and
(2) Certificate of Amendment of Address of Incorporation of
Systems Integration Software, Inc., changing the corporation's name to Emergency
Information Technologies - Central.
The undersigned affirms that both SM&A Corporation (East) and Systems
Integration Software, Inc. are affiliates of, and are under common ownership and
control with the undersigned corporation, and the undersigned corporation hereby
consents to use of the corporate names "Emergent Information Technologies -
East" and "Emergent Information Technologies - Central" for the business
operations of SM&A Corporation (East) and Systems Integration Software, Inc.,
respectively.
Very truly yours,
EMERGENT INFORMATION TECHNOLOGIES, INC.
By: /s/ Michael A. Piraino
-----------------------------------
Michael A. Piraino, President
4695 MacArthur Court, 8th Floor, Newport Beach, CA 92660
CERTIFICATE OF OWNERSHIP
Michael A. Piraino hereby certifies that:
1. He is the President and Secretary of EMERGENT INFORMATION
TECHNOLOGIES - EAST, a California corporation ("EMERGENT EAST").
2. This Corporation owns all of the outstanding shares of SYSTEM
SIMULATION SOLUTIONS, INC., a Virginia corporation ("S3I").
3. The board of directors of this Corporation duly adopted the
following resolution:
RESOLVED, that EMERGENT - EAST, which is a business
corporation of the State of California and is the owner of all
of the outstanding shares of S3I, which is a business
corporation of the Commonwealth of Virginia, hereby merges S3I
into EMERGENT - EAST pursuant to the provisions of the
Virginia Stock Corporation Act and pursuant to the provisions
of Section 1110 of the California Corporations Code, and
EMERGENT - EAST hereby assumes all of the obligations of S31
pursuant to Section 1110 of the California Corporations Code.
I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.
May 4, 2000 /s/ Michael A. Piraino
--------------------------------------------
Michael A. Piraino, President and Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EMERGENT INFORMATION TECHNOLOGIES - EAST
(Pursuant to Section 905 of the California General Corporation Law)
- --------------------------------------------------------------------------------
Christopher C. Cambria hereby certifies that:
1. He is the Vice President and Secretary of Emergent Information
Technologies - East, a California corporation (the "Corporation").
2. Article I of the Articles of Incorporation of the Corporation
is hereby amended to read in full as follows:
" I
The name of this corporation shall be:
L-3 Communications Analytics Corporation"
3. The foregoing amendment of the Articles of Incorporation of
the Corporation has been duly approved by the Board of Directors of the
Corporation.
4. The foregoing amendment of the Articles of Incorporation of the
Corporation has been duly approved by the required vote of shareholders entitled
to vote on such matter, pursuant to and in accordance with Section 902 of the
California General Corporation Law. The total number of shares entitled to vote
on the foregoing matter is 100 shares of Common Stock. The number of outstanding
shares voting in favor of the foregoing amendment was 100 (100%), which equaled
or exceeded the vote required. The percentage vote required to approve the
foregoing amendment of the Articles of Incorporation of the Corporation was a
majority of the outstanding shares of Common Stock.
I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate of Amendment are
true and correct of my own knowledge.
February 26, 2002 /s/ Christopher C. Cambria
----------------------------------------------------
Christopher C. Cambria, Vice President and Secretary