Exhibit 3.83
ARTICLES OF MERGER
OF
NMP CORP.
AND
TANO CORP.
AND
MC II ELECTRIC COMPANY, INC.
AND
ROFLAN ASSOCIATES, INC.
INTO
WESTWOOD CORPORATION
FIRST: Westwood Corporation (hereinafter referred to as the "parent
entity"), an entity of the jurisdiction of Nevada, owns all of the outstanding
shares of each class of the subsidiary corporations as follows:
NAME OF CORPORATION JURISDICTION
------------------- ------------
NMP Corp. Oklahoma
TANO Corp. Louisiana
MC II Electric Company, Inc. Texas
Roflan Associates, Inc. Massachusetts
These subsidiary corporations are hereinafter referred to as the "subsidiary
entities." The laws of the jurisdictions of each of the subsidiary entities
permit the merger.
SECOND: An Agreement of Merger was adopted by each constituent entity,
whereby the subsidiary entities are to be merged into the parent entity.
THIRD: Approval of the owners of the parent and subsidiary entities was not
required.
FOURTH: The complete executed Agreement of Merger is on file at the place
of business of the parent entity located at 12402 East 60th Street, Tulsa,
Oklahoma 74146, and a copy of the Agreement of Merger will be furnished by the
parent entity, on request and without cost, to any owner or any entity which is
a party to this merger.
FIFTH: The name of the surviving entity, Westwood Corporation, is changed
by changing Article I of the Restated and Amended Articles of Incorporation to
read as follows:
"Article I: The name of the corporation is L-3 Communications Westwood
Corporation."
SIXTH: The merger shall be effective on December 30, 2002 at 5:00 p.m.
Eastern Standard Time.
SEVENTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended, or terminated and abandoned by the board of directors of
Westwood Corporation at any time prior to December 30, 2002 at 5:00 p.m. Eastern
Standard Time.
WESTWOOD CORPORATION
(NOW KNOWN AS L-3 COMMUNICATIONS WESTWOOD
CORPORATION)
/s/ Ernest H. McKee
--------------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
--------------------------------------
Christopher C. Cambria, Secretary
NMP CORP.
/s/ Ernest H. McKee
--------------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
--------------------------------------
Christopher C. Cambria, Secretary
TANO CORP.
/s/ Ernest H. McKee
--------------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
--------------------------------------
Christopher C. Cambria, Secretary
MC II ELECTRIC COMPANY, INC.
/s/ Ernest H. McKee
--------------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
--------------------------------------
Christopher C. Cambria, Secretary
ROFLAN ASSOCIATES, INC.
/s/ Ernest H. McKee
--------------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
--------------------------------------
Christopher C. Cambria, Clerk
STATE OF OKLAHOMA)
) SS.
COUNTY OF TULSA )
On December 26, 2002, personally appeared before me, a Notary Public,
Ernest H. McKee who acknowledged that he executed the above instrument.
/s/ Deborah A. Calico
- -------------------------------
Notary Public
My Commission expires on: 7/21/2004
-------------
(Notary Seal)
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
On December 20, 2002, personally appeared before me, a Notary Public,
Christopher C. Cambria who acknowledged that he executed the above instrument.
/s/ Tara M. Nasta
- ---------------------------
Notary Public
My Commission expires on: 4/30/03
-------------
(Notary Seal)
ARTICLES OF MERGER
OF
BLUE ACQUISITION CORP.
INTO
WESTWOOD CORPORATION
Westwood Corporation, the surviving entity of a merger, delivers these
Articles of Merger to the Nevada Secretary of State for filing pursuant to the
provisions of Chapter 92A of the Nevada Revised Statutes.
ARTICLE I
CONSTITUENT ENTITIES
The name and jurisdiction of organization of each constituent entity is as
follows:
A. Westwood Corporation, a corporation organized under and governed by the
laws of the State of Nevada (the "Surviving Corporation").
B. Blue Acquisition Corp., a corporation organized under and governed by
the laws of the State of Nevada (the "Disappearing Corporation").
ARTICLE II
ADOPTION OF THE AGREEMENT AND PLAN OF MERGER
The respective Boards of Directors of the Surviving Corporation and the
Disappearing Corporation have adopted an Agreement and Plan of Merger dated as
of August 8, 2002 (the "Agreement and Plan of Merger"), among L-3 Communications
Corporation, a Delaware corporation, the Surviving Corporation and the
Disappearing Corporation.
ARTICLE III
APPROVAL OF THE AGREEMENT AND PLAN OF MERGER BY THE STOCKHOLDERS
A. Surviving Corporation. The Agreement and Plan of Merger was submitted to
the stockholders of the Surviving Corporation pursuant to Chapter 92A of the
Nevada Revised Statutes. The ownership interests of the Surviving Corporation
are as follows:
Designation of Percentage of
Stockholders' Interests Total Votes
------------------------------- -------------
Surviving Corporation Common Stock 100%
$0.003 par value per share
ARTICLES OF MERGER
OF
NMP CORP.
AND
TANO CORP
AND
MC II ELECTRIC COMPANY, INC.
AND
ROFLAN ASSOCIATES, INC.
INTO
WESTWOOD CORPORATION
FIRST: Westwood Corporation (hereinafter referred to as the "parent
entity"), an entity of the jurisdiction of Nevada, owns all of the outstanding
shares of each class of the subsidiary corporations as follows:
NAME OF CORPORATION JURISDICTION
------------------- ------------
NMP Corp. Oklahoma
TANO Corp. Louisiana
MC II Electric Company, Inc. Texas
Roflan Associates, Inc. Massachusetts
These subsidiary corporations are hereinafter referred to as the "subsidiary
entities." The laws of the jurisdictions of each of the subsidiary entities
permit the merger.
SECOND: An Agreement of Merger was adopted by each constituent entity,
whereby the subsidiary entities are to be merged into the parent entity.
THIRD: Approval of the owners of the parent and subsidiary entities was not
required.
FOURTH: The complete executed Agreement of Merger is on file at the place
of business of the parent entity located at 12402 East 60th Street, Tulsa,
Oklahoma 74146, and a copy of the Agreement of Merger will be furnished by the
parent entity, on request and without cost, to any owner or any entity which is
a party to this merger.
FIFTH: The name of the surviving entity, Westwood Corporation, is changed
by changing Article I of the Restated and Amended Articles of Incorporation to
read as follows:
"Article I: The name of the corporation is L-3 Communications Westwood
Corporation."
SIXTH: The merger shall be effective on December 30, 2002 at 5:00 p.m.
Eastern Standard Time.
SEVENTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended, or terminated and abandoned by the board of directors of
Westwood Corporation at any time prior to December 30, 2002 at 5:00 p.m. Eastern
Standard Time.
WESTWOOD CORPORATION
(NOW KNOWN AS L-3 COMMUNICATIONS
WESTWOOD CORPORATION)
/s/ Ernest H. McKee
-----------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
-----------------------------------
Christopher C. Cambria, Secretary
NMP CORP.
/s/ Ernest H. McKee
-----------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
-----------------------------------
Christopher C. Cambria, Secretary
TANO CORP.
/s/ Ernest H. McKee
-----------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
-----------------------------------
Christopher C. Cambria, Secretary
MC II ELECTRIC COMPANY, INC.
/s/ Ernest H. McKee
-----------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
-----------------------------------
Christopher C. Cambria, Secretary
ROFLAN ASSOCIATES, INC.
/s/ Ernest H. McKee
-----------------------------------
Ernest H. McKee, President
/s/ Christopher C. Cambria
-----------------------------------
Christopher C. Cambria, Secretary
STATE OF OKLAHOMA )
) SS.
COUNTY OF TULSA )
On December 26, 2002, personally appeared before me, a Notary Public,
Ernest H. McKee who acknowledged that he executed the above instrument.
/s/ Deborah A. Calico
- ----------------------------
Notary Public
My Commission expires: 7/21/2004
-------------
(Notary Seal)
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
On December 20, 2002, personally appeared before me, a Notary Public,
Christopher C. Cambria who acknowledged that he executed the above instrument.
/s/ Tara M. Nasta
- -----------------------
Notary Public
My Commission expires: 4/30/03
-------------
(Notary Seal)
ARTICLES OF MERGER
OF
BLUE ACQUISITION CORP.
INTO
WESTWOOD CORPORATION
Westwood Corporation, the surviving entity of a merger, delivers these
Articles of Merger to the Nevada Secretary of State for filing pursuant to the
provisions of Chapter 92A of the Nevada Revised Statutes.
ARTICLE I
CONSTITUENT ENTITIES
The name and jurisdiction of organization of each constituent entity is as
follows:
A. Westwood Corporation, a corporation organized under and governed by the
laws of the State of Nevada (the "Surviving Corporation").
B. Blue Acquisition Corp., a corporation organized under and governed by
the laws of the State of Nevada (the "Disappearing Corporation").
ARTICLE II
ADOPTION OF THE AGREEMENT AND PLAN OF MERGER
The respective Boards of Directors of the Surviving Corporation and the
Disappearing Corporation have adopted an Agreement and Plan of Merger dated as
of August 8, 2002 (the "Agreement and Plan of Merger"), among L-3 Communications
Corporation, a Delaware corporation, the Surviving Corporation and the
Disappearing Corporation.
ARTICLE III
APPROVAL OF THE AGREEMENT AND PLAN OF MERGER BY THE STOCKHOLDERS
A. Surviving Corporation. The Agreement and Plan of Merger was submitted to
the stockholders of the Surviving Corporation pursuant to Chapter 92A of the
Nevada Revised Statutes. The ownership interests of the Surviving Corporation
are as follows:
Designation of Percentage of
Stockholders' Interests Total Votes
--------------------------- -------------------
Surviving Corporation Common Stock 100%
$0.003 par value per share
The undisputed percentage of stockholders' interests cast in favor of the
Agreement and Plan of Merger by the stockholders of the Surviving Corporation
was as follows:
Undisputed Percentage
Designation of of Stockholders'
Stockholders' Interests Interests Cast in Favor
----------------------- -----------------------
Surviving Corporation Common Stock 72.15%
$0.003 par value per share
The undisputed percentage of stockholders' interests cast in favor of the
Agreement and Plan of Merger was sufficient for the approval of the Agreement
and Plan of Merger by the stockholders of the Surviving Corporation.
B. Disappearing Corporation. The Agreement and Plan of Merger was approved
by the written consent of the sole stockholder of the Disappearing Corporation.
ARTICLE IV
ARTICLES OF INCORPORATION AND BYLAWS
OF THE SURVIVING CORPORATION
The Articles of Incorporation and Bylaws of the Disappearing Corporation in
effect immediately prior to the time the merger of the Disappearing Corporation
with and into the Surviving Corporation becomes effective shall be the Articles
of Incorporation and Bylaws, respectively, of the Surviving Corporation until
thereafter changed or amended.
ARTICLE V
COPIES OF THE AGREEMENT AND PLAN OF MERGER
A. The complete executed Agreement and Plan of Merger is on file at the
Surviving Corporation's registered office.
B. A copy of the Agreement and Plan of Merger shall be furnished, on
request and without cost, to any stockholder of any entity which is a party to
the merger.
ARTICLE VI
EFFECTIVE DATE OF MERGER
The merger of the Disappearing Corporation with and into the Surviving
Corporation shall take effect upon the filing of these Articles of Merger (the
"Effective Date"). On the Effective Date, stockholders in the Surviving
Corporation and Disappearing Corporation are entitled to only the rights
provided in the Agreement and Plan of Merger and any created under applicable
law.
Pursuant to Nevada Revised Statutes ss. 92A.230, these Articles of Merger
have been executed by the Vice President of the Disappearing Corporation as of
November 13, 2002.
Disappearing Corporation: BLUE ACQUISITION CORP.
By: /s/ Christopher C. Cambria
--------------------------
Name: Christopher C. Cambria
Title: Vice President
Pursuant to Nevada Revised Statutes ss. 92A.230, these Articles of Merger
have been executed by the President of the Surviving Corporation as of November
13, 2002.
Surviving Corporation: WESTWOOD CORPORATION
By: /s/ Ernest H. McKee
----------------------
Name: Ernest H. McKee
Title: President
ARTICLES OF INCORPORATION
OF
BLUE ACQUISITION CORP.
The undersigned adopts the following Articles of Incorporation under the
provisions of Chapter 78 of the Nevada Revised Statutes.
ARTICLE I
NAME
The name of the Corporation is: Blue Acquisition Corp.
ARTICLE II
REGISTERED OFFICE AND RESIDENT AGENT
The address of the Corporation's registered office is 6100 Neil Road, Suite
500, Reno, Nevada, 89511. The name of the resident agent at this address is The
Corporation Trust Company of Nevada.
ARTICLE III
CAPITAL
A. Number and Par Value of Shares. The Corporation is authorized to issue
one thousand (1,000) shares of capital stock having a par value of $0.003 per
share. All of the shares of stock shall be designated Common Stock, without
preference or distinction.
B. Assessment of Shares. The capital stock of the Corporation, after the
amount of the par value has been paid, is not subject to assessment to pay the
debts of the Corporation and no stock issued as fully paid up may ever be
assessed, and the Articles of Incorporation cannot be amended in this respect.
C. Distributions on Partially Paid Shares. Unless otherwise expressly
provided by resolution of the Board of Directors, no distribution shall be made
with respect to any shares of Common Stock which are not fully paid on or before
the date on which such distribution is declared.
D. Preemptive Rights. No shareholder shall, by reason of holding shares of
any class of stock, have any preemptive or preferential right to purchase or
subscribe for any shares of any class of stock now or hereafter authorized or
any notes, debentures or bonds convertible into or carrying options or warrants
to purchase shares of any class of stock now or hereafter authorized, whether or
not the issuance of any shares, notes, debentures or bonds would adversely
affect the dividend or voting rights of the shareholder.
E. Cumulative Voting. Cumulative voting for the election of directors is
denied and no shareholder shall have the right to request cumulative voting.
ARTICLE IV
GOVERNING BOARD
The members of the governing board of the Corporation are designated as
Directors. The initial Board of Directors shall consist of one (1) member. The
name and post office box or street address, either residence or business, of the
sole member of the initial Board of Directors is as follows:
NAME ADDRESS
Christopher C. Cambria c/o L-3 Communications Corporation
600 Third Avenue
New York, NY 10016
The sole member of the initial Board of Directors will serve as the sole
director until the first meeting of the shareholders, or until his successor or
successors are elected and qualified. Thereafter, the number of directors,
whether a fixed number of directors or a variable number of directors with a
fixed minimum and maximum, and the manner in which the number of directors may
increased or decreased, shall be as provided in the bylaws of the Corporation.
Elections of Directors need not be by written ballot except and to the extent
required by the bylaws of the Corporation. The Board of Directors is expressly
authorized to adopt, amend or repeal the bylaws of the Corporation.
ARTICLE V
DIRECTORS' AND OFFICERS' LIABILITY
A. Elimination of Liability. No director or officer of the Corporation will
be liable for damages to the Corporation or its stockholders, unless such
damages are proven to result from acts or omissions which involve (a) breach of
fiduciary duty as a director or officer and (b) such breach of fiduciary duty
involves intentional misconduct, fraud or a knowing violation of law. In the
event that Nevada law is amended to authorize the further elimination or
limitation of liability of directors or officers, then this Article V shall also
be deemed amended to provide for the elimination or limitation of liability to
the fullest extent permitted by Nevada law, as so amended.
B. Indemnification of Directors and Officers. The Corporation shall
indemnify any and all persons who may serve or who have served at any time as
directors or officers or who at the request of the Board of Directors of the
Corporation, may serve or any time have served as directors or officers of
another corporation in which the Corporation at such time owned or may own
shares of stock or of which it was or may be a creditor, and their respective
heirs, administrators, successors and assigns, against any and all expenses,
including amounts paid upon judgments, counsel fees and amounts paid in
settlement (before or after such suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers of the Corporation, or of
such other corporation, to the extent and in the manner permitted by the
Corporate laws of the State of Nevada. Such indemnification
shall be in addition to any other rights to which those indemnified may be
entitled under any law, bylaw, agreement, vote of shareholders or otherwise.
C. Mandatory Payment of Expenses. The Corporation shall pay the expenses
incurred by a director or officer in defending any civil, criminal,
administrative, or investigative action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it should be ultimately determined that the director or officer is not entitled
to be indemnified by the Corporation as authorized by Nevada law.
D. Effect of Amendment or Repeal. Any amendment to or repeal of any of the
provisions in this Article V shall not adversely affect any right or protection
of a director or officer of the Corporation for or with respect to any act or
omission of such director or officer occurring prior to such amendment or
repeal.
ARTICLE VI
SALE OF CORPORATION'S ASSETS
The Corporation may sell, lease or exchange all of the Corporation's
property and assets, including the Corporation's good will and corporate
franchises, upon the affirmative vote of a majority of the Board of Directors
and no vote of the shareholders shall be required.
ARTICLE VII
AMENDMENT OR REPEAL
The Corporation reserves the right to amend, alter, change or repeal any
provisions of these Articles of Incorporation in the manner now or hereafter
prescribed by statutes and all rights, except to the extent specifically
provided for in Article V above, conferred by these Articles are granted subject
to this reservation.
ARTICLE VIII
INCORPORATOR
The name and post office address of the Incorporator signing these Articles
of Incorporation is as follows:
NAME ADDRESS
Matthew R. Silver c/o Winston & Strawn
200 Park Avenue
New York, NY 10166
DATED this 16th day of July, 2002.
/s/ Matthew R. Silver
-------------------------
Matthew R. Silver
Incorporator
CERTIFICATE OF
RESTATED AND AMENDED ARTICLES OF INCORPORATION
OF
WESTWOOD CORPORATION
ARTICLE I
NAME
The name of the Corporation hereby created shall be:
WESTWOOD CORPORATION
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized are:
(a) To acquire by purchase or otherwise, own, hold, lease, rent,
mortgage or otherwise, to trade with and deal in real estate, lands and
interests in lands and all other property of every kind and nature;
(b) To manufacture, use, work, sell and deal in chemicals,
biologicals, pharmaceuticals, electronics and products of all types owned
or hereafter owned by it for manufacturing, using and vending any device or
devices, machine or machines for manufacturing, working or producing any or
all products;
(c) To borrow money and to execute notes and obligations and security
contracts therefore, to lend any of the monies or funds of the Corporation
and to take evidence of indebtedness therefore; and to negotiate loans; to
carry on a general mercantile and merchandise business and to purchase,
sell and deal in such goods, supplies and merchandise of every kind and
nature;
(d) To guarantee the payment of dividends or interest on any other
contract or obligation of any corporation whenever proper or necessary for
the business of the Corporation in the judgment of its directors;
(e) To do all and everything necessary, suitable, convenient, or
proper for the accomplishment of any of the purposes or the attainment of
any one or more of the
objects herein enumerated or incidental to the powers therein named or
which shall at any time appear conclusive or expedient for the protection
or benefit of the Corporation with all the powers hereafter conferred by
the laws under which this Corporation is organized; and
(f) To engage in any and all other lawful purposes, activities and
pursuits, whether similar or dissimilar to the foregoing, and the
Corporation shall have all the powers allowed or permitted by the laws of
the State of Nevada.
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of stock which the Corporation
will have authority to issue is 25,000,000 shares, consisting of 5,000,000
shares of preferred stock, par value $.001 per share (hereinafter the "Preferred
Stock"), and 20,000,000 shares of common stock, par value $.003 per share
(hereinafter the "Common Stock"). The Common Stock should be non-assessable and
shall not have cumulative voting rights.
(a) Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series as may from time to time be determined by the
Board of Directors. Each series shall be distinctly designated. All shares
of any one series of the Preferred Stock shall be alike in every
particular, except that there may be different dates from which dividends
thereon, if any, shall be cumulative, if made cumulative. The powers,
preferences and relative, participating, optional and other rights of each
such series, and the qualifications, limitations or restrictions thereof,
if any, may differ from those of any and all other series at any time
outstanding. Except as hereinafter provided, the Board of Directors of this
Corporation are hereby expressly granted authority to fix, by resolution or
resolutions adopted prior to the issuance of any shares of each particular
series or Preferred Stock, the designation, powers, preferences and
relative, participating, optional and other rights, and the qualifications,
limitations and restrictions thereof, if any, of such series, including but
without limiting the generality of the foregoing, the follows:
(i) the distinctive designation of, and the number of shares of
Preferred Stock which shall constitute the series, which number may be
increased (except as otherwise fixed by the Board of Directors) or
decreased (but not below the number of shares thereof then
outstanding) from time to time by action of the Board of directors;
(ii) the rate and times at which, and the terms and conditions
upon which, dividends, if any, on shares of the series shall be paid,
the extend of preferences or relations, if any, of such dividends to
the dividends payable on any other class or classes of stock of this
Corporation, or on any series of Preferred Stock or of any other class
or classes of stock of this Corporation, and whether such dividends
shall be cumulative or non-cumulative.
2
(iii) the right, if any, of the holders of shares of the series
to convert the same into, or exchange the same for, shares of any
other class or classes of stock of this Corporation, or of any series
of Preferred Stock or of any other class or classes of stock of this
Corporation, and the terms and conditions of such conversion or
exchange;
(iv) whether shares of the series shall be subject to redemption,
and the redemption price or prices including, without limitation, a
redemption price or prices payable in shares of the Common Stock and
the time or times at which, and the terms and conditions upon which,
shares of the series may be redeemed;
(v) the rights, if any, of the holders of shares of the series
upon voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding-up of this
Corporation;
(vi) the terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and
(vii) the voting power, if any, of the holders of shares of the
series which may, without limiting the generality of the foregoing,
include the right to more or less than one vote per share of any or
all matters voted upon by the Shareholders and the right to vote, as a
series by itself or together with other series of Preferred Stock as a
class, upon such matters, under such circumstances and upon such
conditions as the Board of directors may fix, including, without
limitation, the right, voting as a series by itself or together with
other series of Preferred Stock or together with all series of
Preferred Stock as a class, to elect one or more directors of this
Corporation in the event there shall have been a default in the
payment of dividends on any one or more series of Preferred Stock or
under such other circumstances and upon such condition as the Board
may determine.
(b) Common Stock
(i) after the requirements with respect to preferential dividends
on Preferred Stock (fixed in (a)(ii) of this Article, if any, shall
have been met and after this Corporation shall have complied with all
the requirements, if any, with respect to the setting aside of sums as
sinking funds or redemption or purchase accounts as sinking funds or
redemption or purchase accounts (fixed in accordance with the
provisions of subparagraph (a)(ii) of this Article) and subject
further to any other conditions which may be fixed in accordance with
the provisions of paragraph (a) of this Article, then, but not
otherwise, the holders of Common Stock shall be entitled to receive
such dividends, if any, as may be declared from time to time by the
Board of Directors;
(ii) after distribution in full of the preferential amount (fixed
in accordance with the provisions of paragraph (a) of this Article),
if any, to be distributed to the holders of Preferred Stock in the
event of voluntary or
3
involuntary liquidation, distribution or sale of assets, dissolution
or winding-up of the Corporation, the holders of the Common Stock
shall be entitled to receive all the remaining assets of this
Corporation, tangible and intangible, of whatever kind available for
distribution to Stockholders, ratably in proportion to the number of
shares of the Common Stock held by each; and
(iii) no holder of any of the shares of any class or series of
stock or of options, warrants or other rights to purchase shares of
any class or series of stock or of other securities of the Corporation
shall have any pre-emptive right to purchase or subscribe for any
unissued stock of any class or series or any additional shares of any
class or series to be issued by reason of any increase of the
authorized capital stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of the Corporation or any
class or series, or carrying any right to purchase stock of any class
or series, but any such unissued stock, additional authorized issue of
shares of any class or series of stock or securities convertible into
or exchangeable for stock, or carrying any right to purchase stock,
may be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporation or association, whether
such holders or others, and upon such terms as may be deemed advisable
by the Board of Directors in the exercise of its sole discretion.
ARTICLE V
DENIAL OF PRE-EMPTIVE RIGHTS
No holder of any shares of the Corporation, whether now or hereafter
authorized, shall have any pre-emptive or preferential rights to acquire shares
or securities of the Corporation.
ARTICLE VI
PAID IN CAPITAL
The Corporation will not commence business until the consideration of the
value of at least $1,000.00 has been received by it as consideration for the
issuance of the shares.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or who
have served at any time as directors or officers or who at the request of the
Board of Directors of the Corporation, may serve or any time have served as
directors or officers of another corporation in which the Corporation at such
time owned or may own shares of stock or of which it was or may be a creditor,
and their respective heirs, administrators, successors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in
4
settlement (before or after such suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers of the Corporation, or of
such other corporation, to the extent and in the manner permitted by the
Corporate laws of the State of Nevada. Such indemnification shall be in addition
to any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of shareholders or otherwise.
ARTICLE VIII
OFFICERS' AND DIRECTORS' CONTRACTS
No contract or other transaction between this Corporation and any other
firm or corporation shall be affected by the fact that a director or officer of
this Corporation has an interest in, or is the director or officer of this
Corporation or any other corporation. Any officer or director, individually or
with others, may be a party to, or may have an interest in, any transaction of
this Corporation or any transaction in which this Corporation is a party or has
an interest. Each person who is now or may become an officer or director of this
Corporation is hereby relieved from liability that he might otherwise obtain in
the event such officer or director contracts with this Corporation for the
benefit of himself or any firm or other corporation in which he may have an
interest, provided such officer or director acts in good faith.
ARTICLE IX
ADOPTION AND AMENDMENT OF BY-LAW
The initial By-Laws of the Corporation shall be adopted by its Board of
Directors. The power to alter or amend or repeal the By-Laws or adopt new
By-Laws shall be vested in the Board of Directors, but the holders of Common
Stock of the Corporation may also alter, amend, or repeal the By-Laws or adopt
new By-Laws. The By-Laws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent with law or these
Articles of Incorporation.
ARTICLE X
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation and its
initial registered agent at such address is:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
5
ARTICLE XI
DIRECTORS
The Corporation shall not have fewer directors than the number of
Shareholders who own an equity interest in the Corporation. At such time as the
Corporation has three (3) or more Shareholders, it shall not have less than
three (3) nor more than nine (9) directors. The permissible number of directors
may be increased or decreased from time to time by the Board of Directors in
accordance with ss.78.330 of the Nevada Revised Statutes or any amendment or
success or statute. The original Board of Directors shall be comprised of one
(1) person. The name and address of the person who is to serve as director until
the first annual meeting of Shareholders and until his successor is duly elected
and shall qualify is:
Michael S. Done
1325 South Main Street
Salt Lake City, Utah 84115
ARTICLE XII
INCORPORATOR
The name and address of the incorporator is:
Michael S. Done
1325 South Main Street
Salt Lake City, Utah 84115
TO THE SECRETARY OF STATE OF THE STATE OF NEVADA:
1. Westwood Corporation, a Nevada corporation, for the purposes of
restating and amending its Articles of Incorporation pursuant to Section 78:403
of the Nevada Business Corporation Act (the "Act"), hereby certifies:
A. Article VII of the Articles of Incorporation as filed on February
11, 1986, is hereby amended as specifically set forth on the Resolution
attached as Exhibit A hereto.
B. All other Articles, as originally filed on February 11, 1986, or as
previously amended by the Certificate of Amendment filed on February 3,
1992, remain in their current form and in full force and effect.
2. This amendment to, and restatement of, the Articles of Incorporation was
duly adopted in accordance with Section 78:390 of the Act, after being proposed
by the directors and approved by the shareholders in the manner and by the
majority vote prescribed in Section 78:390 of the Act, by a vote of the
shareholders at the Annual Meeting of Shareholders, duly noticed and held on
October 19, 1995 as follows:
6
3,619,923 shares in FAVOR
735,765 shares AGAINST
18,855 shares ABSTAINED
IN WITNESS WHEREOF, Westwood Corporation has caused this Certificate of
Restated and Amended Articles of Incorporation to be executed by its President
and attested by its Secretary this 30th day of November, 1995.
WESTWOOD CORPORATION,
ATTEST: a Nevada Corporation
/s/ Paul R. Carolus By: /s/ Ernest H. McKee
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Paul R. Carolus, Secretary Ernest H. McKee, President
(Acknowledgments on following page)
7
STATE OF OKLAHOMA )
) SS.
COUNTY OF TULSA )
BEFORE ME, the undersigned, a Notary Public, in and for said County and
State, on this 30th day of November, 1995, personally appeared Ernest H. McKee,
to me known to be the identical person who subscribed his name to the foregoing
instrument as President of Westwood Corporation, and acknowledged to me that he
executed the same as his free and voluntary act and deed and as the free and
voluntary act and deed of such corporation, for the uses and purposes therein
set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year last above written.
/s/ Paula L. Skidmore
-----------------------------
Notary Public
My Commission Expires:
May 26, 1996
- -------------------------
[SEAL]
STATE OF OKLAHOMA )
) SS.
COUNTY OF TULSA )
BEFORE ME, the undersigned, a Notary Public, in and for said County and
State, on this 30th day of November, 1995, personally appeared Paul R. Carolus,
to me known to be the identical person who subscribed his name to the foregoing
instrument as Secretary of Westwood Corporation, and acknowledged to me that he
executed the same as his free and voluntary act and deed and as the free and
voluntary act and deed of such corporation, for the uses and purposes therein
set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year last above written.
/s/ Paula L. Skidmore
-----------------------------
Notary Public
My Commission Expires:
May 26, 1996
- ------------------------
[SEAL]
EXHIBIT A
RESOLUTION
Article VII, "Indemnification of Directors and Officers," of the Articles
of Incorporation of Westwood Corporation, as filed with the Office of the
Secretary of State of the State of Nevada on February 11, 1986, is amended by
the Certificate of Restated and Amended Articles of Incorporation of Westwood
Corporation, dated November 30, 1995, by deleting the following language
contained at the end of the first sentence:
"except in relation to matters as to which any such director or officer of
the Corporation, or of such other corporation or former director or officer
or person shall be adjudged in any action, suit or proceeding to be liable
for his own negligence or misconduct in the performance of his duty."
and by inserting in lieu thereof the following language:
"to the extent and in the manner permitted by the Corporate laws of the
State of Nevada."
so that Article VII now reads as follows:
"The Corporate shall indemnify any and all persons who may serve or who
have served at any time as directors or officers or who at the request of
the Board of Directors of the Corporation, may serve or any time have
served as directors or officers of another corporation in which the
Corporation at such time owned or may own shares of stock or of which it
was or may be a creditor, and their respective heirs, administrators,
successors and assigns, against any and all expenses, including amounts
paid upon judgments, counsel fees and amounts paid in settlement (before or
after such suit is commenced), actually and necessarily incurred by such
persons in connection with the defense or settlement of any claim, action,
suit or proceeding in which they, or any of them, are made parties, or a
party, or which may be asserted against them or any of them, by reason of
being or having been directors or officers of the Corporation, or of such
other corporation, to the extent and in the manner permitted by the
Corporate laws of the State of Nevada. Such indemnification shall be in
addition to any other rights to which those indemnified may be entitled
under any law, bylaw, agreement, vote of shareholders or otherwise."
(New language underlined.)