Exhibit 3.85
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new/1-97
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SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
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1. NAME OF CORPORATION:
International Analytics Corporation
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2. THE CERTIFICATE OF INCORPORATION IS (CHECK A., B. OR C.):
X A. AMENDED.
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B. AMENDED AND RESTATED.
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C. RESTATED.
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3. TEXT OF EACH AMENDMENT / RESTATEMENT:
CHANGE NAME TO:
Ship Analytics, Inc.
(PLEASE REFERENCE 8 1/2 X 11 ATTACHMENT IF ADDITIONAL SPACE IS NEEDED)
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2
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SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
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4. VOTE INFORMATION (CHECK A., B. OR C.)
A. THE RESOLUTION WAS APPROVED BY SHAREHOLDERS AS FOLLOWS:
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(SET FORTH ALL VOTING INFORMATION REQUIRED BY CONN. GEN. STAT. SECTION
33-800 AS AMENDED IN THE SPACE PROVIDED BELOW)
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XX B. THE AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS WITHOUT
- ------ SHAREHOLDER ACTION. NO SHAREHOLDER VOTE WAS REQUIRED FOR ADOPTION.
C. THE AMENDMENT WAS ADOPTED BY THE INCORPORATORS WITHOUT SHAREHOLDER
- ------ ACTION. NO SHAREHOLDER VOTE WAS REQUIRED FOR ADOPTION.
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5. EXECUTION
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Dated this 18th day of May, 2000
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JANET FIORE SECRETARY /S/ JANET FIORE
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PRINT OR TYPE NAME OF SIGNATORY CAPACITY OF SIGNATORY SIGNATURE
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CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new/1-97
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SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
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1. NAME OF CORPORATION:
SHIP ANALYTICS, INC.
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2. THE CERTIFICATE OF INCORPORATION IS (CHECK A., B. OR C.):
X A. AMENDED.
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B. AMENDED AND RESTATED.
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C. RESTATED.
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3. TEXT OF EACH AMENDMENT / RESTATEMENT:
CHANGE NAME TO:
INTERNATIONAL ANALYTICS CORPORATION
(PLEASE REFERENCE 8 1/2 X 11 ATTACHMENT IF ADDITIONAL SPACE IS NEEDED)
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2
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SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
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4. VOTE INFORMATION (CHECK A., B. OR C.)
A. THE RESOLUTION WAS APPROVED BY SHAREHOLDERS AS FOLLOWS:
- ------
(SET FORTH ALL VOTING INFORMATION REQUIRED BY CONN.GEN. STAT. SECTION
33-800 AS AMENDED IN THE SPACE PROVIDED BELOW)
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XX B. THE AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS WITHOUT
- ------ SHAREHOLDER ACTION. NO SHAREHOLDER VOTE WAS REQUIRED FOR ADOPTION.
C. THE AMENDMENT WAS ADOPTED BY THE INCORPORATORS WITHOUT SHAREHOLDER
- ------ ACTION. NO SHAREHOLDER VOTE WAS REQUIRED FOR ADOPTION.
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5. EXECUTION
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Dated this 29th day of February, 2000
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JANET FIORE SECRETARY
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PRINT OR TYPE NAME OF SIGNATORY CAPACITY OF SIGNATORY SIGNATURE
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August 1, 1989
CERTIFICATE OF MERGER
by
DIRECTORS AND STOCKHOLDERS
To: The Secretary of the State of Connecticut
Name of Constituent Corporations:
Ship Analytic Inc. (Surviving Domestic Corporation); Eclectech Associates,
Inc. (Domestic Terminating Corporation) and Mara-Time Marine Services, Inc.
(Foreign Terminating Corporation)
Address of Corporation: North Stonington, Professional Center
North Stonington, Connecticut 06359
Date of Directors and Stockholders Meeting: August 1, 1989
WHEREAS, Ship Analytics Inc. a domestic stock corporation owns all
outstanding shares of: Eclectech Associates, Inc. a domestic stock corporation;
and Mara-Time Marine Services, Inc., a State of New York stock corporation; and
WHEREAS, said Eclectech Associates, Inc. and Mara-Time Marine Services,
Inc. are wholly owned subsidiaries of Ship Analytics Inc. and operate as
affiliated companies under common management; and,
NOWTHEREFORE, pursuant to the terms of each of the said Corporation's
By-Laws and the provisions of Sections 33-364, 33-366, 33-370, and other
applicable provisions of the State of Connecticut Stock Corporation statutes, as
amended, and the provisions of the applicable laws and regulations of the State
of New York (for Mara-Time Marine Services, Inc.) the Board of Directors of Ship
Analytics Inc. ("Surviving Corporation") which owns all of the outstanding stock
shares of Eclectech Associates, Inc. ("Domestic Terminating Corporation"); and,
Mara-Time Marine Services, Inc.; unanimously voted by resolution for a Plan of
Merger at a duly constituted August 1, 1989 meeting with all Directors in
attendance. Said Plan of Merger was further unanimously voted and accepted by
resolution adopted by the Board of Directors of each of the Domestic and Foreign
Terminating Corporations at a duly constituted August 1, 1989 meeting.
FURTHER, such Plan of Merger with related implementation actions as voted
and approved by the Board of Directors of the Surviving Corporation and the
Domestic Corporations at the said August 1, 1989 meetings was unanimously
ratified and adopted by all of the Stockholders of record entitled to vote all
outstanding shares of Ship Analytics Inc., the Surviving Corporation and the
Domestic Corporation of Eclectech Associates, Inc. and Foreign Corporation
Mara-Time Marine Services, Inc.
August 1, 1989
The approved Plan of Merger provides for the following:
1. The merging corporations are: Ship Analytics Inc., a domestic stock
corporation; Eclectech Associates, Inc., a domestic stock corporation;
and Mara-Time Marine Services, Inc., a foreign (State of New York)
stock corporation.
2. Said Ship Analytics Inc. shall be the Surviving Corporation.
3. The name of the Surviving Corporation shall be continued as Ship
Analytics Inc.
4. The Certificate of Incorporation of Ship Analytics Inc., the Surviving
Corporation, as presently filed with the Secretary of the State of
Connecticut shall continue in effect after the merger without change
or amendment.
5. The Plan of Merger shall be effective as of August 1, 1989.
6. As of the effective date of the Plan of Merger, the Merging
Corporations shall be a single corporation (Ship Analytics Inc.) and
the separate existence of Eclectech Associates, Inc. and Mara-Time
Marine Services, Inc. shall cease.
7. The effect of the merger shall be as provided by the terms of said
Plan of Merger as consistent with Section 33-369 and other applicable
provisions of the State of Connecticut Stock Corporation statutes as
amended and the applicable provisions of the State of New York and the
State of New York Stock Corporation statutes to implement a so-called
statutory merger.
The undersigned authorized officers of the Merging Corporations hereby
represent and attest that:
(a) The said Plan of Merger has been approved by each of the Merging
Corporations in accord and in the manner provided by the applicable
State of Connecticut statutes (Chapter 599) and regulations; and the
applicable statutes of the State of New York in regard to the Foreign
Terminating Corporations; and the By-Laws of the Merging Corporations.
(b) The said Plan of Merger as approved by the Merging Corporations Board
of Directors and Stockholders on August 1, 1989 is on file with the
Secretary of Ship Analytics Inc. at its principal place of business
and home corporate office located at:
North Stonington Professional Center
North Stonington, Connecticut 06359
(c) The Secretary of Ship Analytics Inc. or his designated delegate shall
promptly provide a copy of the full Plan of Merger at no cost, on the
request of any shareholder of any of the Merging Corporations.
Dated at North Stonington, Connecticut this 1st day of August 1989.
August 1, 1989
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
SHIP ANALYTICS INC. SHIP ANALYTICS INC.
By: /s/ Jerry C. Lamb By: /s/ Francis L. Crowley
---------------------------------- -----------------------------
Jerry C. Lamb Francis L. Crowley
President Secretary
ECLECTECH ASSOCIATES, INC. ECLECTECH ASSOCIATES, INC.
By: /s/ Jerry C. Lamb By: /s/ Francis L. Crowley
---------------------------------- -----------------------------
Jerry C. Lamb Francis L. Crowley
President Secretary
MARA-TIME MARINE SERVICES, INC. MARA-TIME MARINE SERVICES, INC.
By: /s/ Jerry C. Lamb By: /s/ Francis L. Crowley
---------------------------------- -----------------------------
Jerry C. Lamb Francis L. Crowley
President Secretary
August 1, 1989
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated August 1, 1989 and effective August 1,
1989, among Ship Analytics, Inc., a Connecticut Corporation ("SA" or "Surviving
Corporation"); Eclectech Associates, Inc., a Connecticut Corporation ("EA" or
"Terminating Corporation"); and Mara-Time Marine Services, Inc., a New York
Corporation ("MT" or "Terminating Corporation").
WITNESSETH
WHEREAS, said EA and MT are wholly owned subsidiaries of SA each conducting
related business activities under a common management and operating as
affiliated companies; and,
WHEREAS, the Surviving Corporation owns all outstanding shares of each of
the Terminating Corporations, and such corporations are desirous of simplifying
business procedures, accounting and administrative structure and the elimination
of duplicate functions; and
WHEREAS, the respective Board of Directors, of SA, EA, and MT deem it
advisable to merge the SA wholly owned subsidiaries of EA and MT into SA as the
sole Surviving Corporation pursuant to this Agreement and the Certificate of
Merger to be filed for the said Merging Corporations with the respective
Secretary of the State of Connecticut and New York; and
NOWTHEREFORE, in consideration of the mutual benefits to be derived from
this Agreement and of the representations, warranties, conditions and promises
hereinafter contained, SA, EA, and MT each hereby adopt this Agreement, whereby
at the effective time of the Merger EA and MT shall be merged into SA as the
Surviving Corporation and the outstanding issued shares of each of the
Terminating Corporations shall not be converted into shares of the Surviving
Corporation, but shall be cancelled and the authorized capital stock of the
Surviving Corporation (Ship Analytics. Inc.) shall not be changed, but shall be
and remain the same as before the Merger.
ARTICLE I
1.1 Execution of Certification of Merger. Subject to the provisions of this
Agreement, a Certificate of Merger to effectuate the terms of this AGREEMENT AND
PLAN OF MERGER containing the information required by and executed and
acknowledged in accordance with the applicable laws and statutes of the State of
Connecticut and the State of New York as pertains to the respective Merging
Corporations shall be delivered by the Surviving Corporation to the Secretary of
the States of Connecticut and New York for filing and recording in accordance
with the applicable laws as soon as practical on or after all of the Merging
Corporation Board of Directors and Stockholders have approved this AGREEMENT AND
PLAN OF MERGER.
The Merger shall become effective upon the filing of the Certificate of Merger
with the respective Secretary of State as required by law. At the effective time
of the Merger (i) the separate existence of EA and MT shall cease and such
Terminating Corporations shall be merged
August 1, 1989
with the into SA as the Surviving Corporation as provided by the applicable
state statutes and laws, (ii) the Certificate of Incorporation of SA in effect
at the effective time of the Merger shall be the Certificate of Incorporation of
the Surviving Corporation, (iii) the By-Laws of SA in effect at the effective
time of the Merger shall be the By-Laws of the Surviving Corporation and (iv)
the persons whose names are listed in Section 1.3 hereof will continue as
directors and/or officers of the Surviving Corporation.
1.2 Cancellation of Terminating Corporation Stock. All stock shares of the
Terminating Corporations presently held by the Surviving Corporation shall upon
the effective date of the Merger be cancelled for consideration of the transfer
of assets per paragraph 2.1 and with no exchange for the Surviving Corporation
stock shares which will remain unchanged by the Merger and the Surviving
Corporation shall promptly surrender all Certificates of such stock shares to
the respective Corporation Secretary for cancellation.
1.3 Officers and Directors of the Surviving Corporation. The number of directors
of the Surviving Corporation shall be as specified in the Certificate of
Incorporation and the By-Laws of the Surviving Corporation and the names of the
directors of the Surviving Corporation, who shall hold office until their
respective successors are elected and qualify, shall be as follows:
Francis L. Crowley
Jerry C. Lamb
Alan J. Pesch
The names of the officers of the Surviving Corporation, who shall hold office
until their respective successors are appointed and qualify, and the office to
be held by each, shall be as follows:
Alan J. Pesch, Chairman and Treasurer
Jerry C. Lamb, President
Francis L. Crowley, Secretary
Susan D. Shannon, Assistant Secretary
If on the effective date of this Agreement any vacancy shall exist in the Board
of Directors or in any of the satisfied offices of the Surviving Corporation,
such vacancy may thereafter be filled in the manner prescribed in the By-Laws of
the Surviving Corporation.
1.4 State of Incorporation of the Surviving Corporation. The state of
incorporation of the Surviving Corporation shall be and remain in the State of
Connecticut.
1.5 Surviving Corporation Principal Office. The principal office of Ship
Analytics, Inc. at the North Stonington Professional Center, North Stonington,
Connecticut shall remain the principal office of the Surviving Corporation.
1.6 Surviving Corporation Statutory Agent. The Surviving Corporation statutory
agent for process in the State of Connecticut in effect at the effective time of
the Merger shall continue for the Surviving Corporation until otherwise changed
in accordance with State of Connecticut laws and procedures.
1.7 Name of Surviving Corporation. The name of the Surviving Corporation upon
the effective date of the Merger shall be and remain Ship Analytics, Inc.
2
August 1, 1989
ARTICLE II
2.1 Transfers to Surviving Corporation. On the effective date of the Merger the
Surviving Corporation shall possess all the rights, privileges, immunities,
powers and franchises of a public and a private nature, and shall be subject to
all of the restrictions, disabilities and duties of each of the Merging
Corporations; and all property, real, personal and mixed, including all patents,
applications for patents, trademarks, trademark registrations and applications
for registration of trademarks, together with the goodwill of the business in
connection with which said patents and marks are used, and all debts due on
whatever account, including subscriptions to shares of capital stock, and all
other chooses in action and all and every other interest of or belonging to or
due to each of the Merging Corporations shall be deemed to be transferred to and
vested in the Surviving Corporation without further act or deed, and the title
to any real estate, or any interest therein, vested in any of the Merging
Corporations shall not revert or be in any way impaired by reason of the Merger.
2.2 Responsibility and Liability of Surviving Corporations. On the effective
date of the Merger and Surviving Corporation shall be responsible and liable for
all the liabilities and obligations of each of the Merging Corporations; and any
claim existing or action or proceeding pending by or against any of the Merging
Corporations may be prosecuted to judgment as if the Merger had not taken place,
or the Surviving Corporation may be substituted in its place and neither the
rights of creditors nor any liens upon the property of any of the Merging
Corporations shall be impaired by the Merger. The Surviving Corporation shall
execute and deliver any and all documents which may be required for it to assume
or otherwise comply with outstanding obligations of the Merging Corporations.
2.3 Documentation of Transfer of Assets to Surviving Corporation. If at any time
the Surviving Corporation shall consider or be advised that any further
instruments, assignment or assurance in law are necessary or desirable to vest
or to perfect or confirm of record in the Surviving Corporation the title to any
property or rights of the Terminating Corporations, or to otherwise carry out
the provisions hereof, the proper officers and directors of the Terminating
Corporations as of the effective date of the Merger shall execute and deliver
any and all proper deeds, assignments and assurances in law, and do all things
necessary or proper to vest, perfect or confirm title to such property or rights
in the Surviving Corporation.
2.4 Omnibus Actions to Effect the Merger. Each of the Merging Corporations shall
take, or cause to be taken, all action or do or cause to be done, all things
necessary, proper, or advisable under the applicable laws of the States of
Connecticut and New York to consummate and make effective the Merger; subject,
however to the appropriate vote or consent of the Stockholders of each of the
Merging Corporations in accordance with the requirements of the applicable
provisions of the laws of the State of Connecticut and of the State of New York.
In case at any time after the effective date of the Merger any further action is
necessary or desirable to carry out the purposes of this Agreement and to vest
the Surviving Corporation with full title to all properties, assets, rights,
approvals, immunities, choices of actions and franchises of whatever kind and
nature of the Terminating Corporations, the officers and directors of such
Terminating Corporations at the expense of the Surviving Corporation shall take
all such necessary or desirable action.
2.5 Merger Expenses. The Surviving Corporation shall pay all expenses of
accomplishing the Merger and in addition, the Surviving Corporation shall
provide its management and personnel and other resources to effectuate the
Merger and assist the Terminating Corporations to wind up their affairs for
transfer to the Surviving Corporation.
3
August 1, 1989
ARTICLE III
3.1 Tax Consideration. It is the intent of the parties to effect the proposed
Merger of the Terminating Corporations into Surviving Corporation in a manner
which will constitute a tax-free "reorganization" within the meaning of Sections
368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of 1954, as amended
(the "Code"), and that each of the Merging Corporations will be "a party to a
reorganization" within the meaning of Section 368(b) of the Code, and that no
taxable gain for federal income tax purposes will be recognized to the Merging
Corporations as a result of the Merger, and that no gain or loss will be
recognized to the Merging Corporation's Stockholders, and that the basis of the
shares of Ship Analytics, Inc. common stock after the Merger will be the same as
the basis before the Merger.
3.2 Tax Ruling and Cooperation. Each of the parties hereto shall cooperate and
implement this Agreement to qualify the Merger as a tax free reorganization as
indicated by section 5.1 above and each party shall, if requested, provide
information and support to obtain all necessary Internal Revenue Service rulings
to affect such tax free reorganization.
ARTICLE IV
4.1 Submission to Stockholders. This Agreement shall be submitted to the
Stockholders of record of the Merging Corporations in the manner provided by the
applicable state statutes and if the votes of Stockholders of each such
Corporation representing one hundred per cent (100%) of the total number of
shares of its capital stock shall be in favor of the adoption of this Agreement,
it shall, subject to the provisions of Article VI of this Agreement, take effect
as the Agreement and Plan of Merger of the Merging Corporations.
ARTICLE V
5.1 Abandonment of Merger. Anything to the contrary herein notwithstanding, if
the Board of Directors of either the Surviving Corporation or the Board of
Directors of any of the Terminating Corporations should determine, either before
or after the meeting of the Stockholders of the respective corporations called
to vote on the adoption or rejection of this Agreement and Plan of Merger, that
for any legal, financial, economic, or business reason deemed sufficient by such
Board it is not in the interest of the Corporation it represents, or the
Stockholders of such Corporation, or is otherwise inadvisable or impracticable
to consummate the Merger, such Board of Directors may abandon the Merger by
directing the officers of the corporations to refrain from executing or filing
this Agreement and Plan of Merger, and thereupon this Agreement and the Merger
shall be abandoned and terminated as provided below.
5.2 Effect of Abandonment. In the event of the termination and abandonment of
this Agreement and the Merger, this Agreement shall become void and have no
effect and without any liability on the part of any party or its directors,
officers, employees or stockholders.
ARTICLE VI
6.1 Entire Agreement. This Agreement contains the entire agreement among the
Merging Corporations with respect to the Merger and the related transactions and
supersedes all prior arrangements or understandings with respect thereto.
6.2 Descriptive Headings. Descriptive headings are for convenience only and
shall not control or affect the meaning or construction of any provision of this
Agreement.
4
August 1, 1989
6.3 Notices. All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered personally or sent by
registered or certified mail, postage prepaid, addressed as follows:
If to Ship Analytics, Inc.:
Ship Analytics, Inc.
North Stonington Professional Center
North Stonington, Connecticut 06359
Attention: Secretary - F. L. Crowley
If to Eclectech Associates, Inc.:
Eclectech Associates, Inc.
North Stonington Professional Center
North Stonington, Connecticut 06359
Attention: Secretary - F. L. Crowley
If to Mara-Time Marine Services, Inc.:
Mara-Time Marine Services, Inc.
Park Circle
Centerport, New York 11721
Attention: Secretary - F. L. Crowley
6.4 Counterparts. This Agreement may be executed in any number of counterparts,
and each such counterpart hereof shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement.
6.5 Severability. Each provision of this Agreement is intended by the parties to
be effective and valid under applicable law, but it any provision hereof is
prohibited or invalid by law, that provision is to be ineffective only to one
extent of the prohibition or invalidity, so that the remainder of that provision
and the remaining provisions of this Agreement will not be invalidated.
6.6 Non-Waiver. Any waiver by any party hereto of a breach of any provision of
this Agreement by any other party or parties hereto shall not operate as or be
construed as a waiver of any subsequent breach thereof.
6.7 Non-Assignment. None of the parties hereto shall assign, encumber, pledge,
sell or otherwise dispose of its rights and obligations under this Agreement and
Plan of Merger, except as expressly provided by the terms of this Agreement,
without the prior written consent of all of the other parties hereto.
6.8 Governing Law. This Agreement shall be governed by the laws of the State of
Connecticut subject to the further understanding and conditions that this Merger
shall be subject to the approval, authorization and consent of all regulatory
agencies having jurisdiction in such Merger matters.
6.9 Authorizing Vote. This Agreement has been duly authorized by unanimous vote,
resolution, and consent of the Board of Directors and Stockholders of each of
the Merging Corporations at an August 1, 1989 meeting duly constituted by the
respective By-Laws of each of the Merging Corporations and attended by all of
the Directors and Stockholders.
5
August 1, 1989
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf and its corporate seal to be hereunto
affixed and attested by its officers thereunto duly authorized, all as of the
day and year first above written.
[Corporate Seal] SHIP ANALYTICS, INC.
Attest: /s/ Francis L. Crowley By: /s/ Jerry C. Lamb
--------------------------------- ------------------------------
Secretary Jerry C. Lamb - President
[Corporate Seal] ECLECTECH ASSOCIATES, INC.
Attest: /s/ Francis L. Crowley By: /s/ Jerry C. Lamb
--------------------------------- ------------------------------
Secretary Jerry C. Lamb - President
[Corporate Seal] MARA-TIME MARINE SERVICES, INC.
Attest: /s/ Francis L. Crowley By: /s/ Jerry C. Lamb
--------------------------------- ------------------------------
Secretary Jerry C. Lamb - President
6
CERTIFICATE OF MERGER
By
DIRECTORS AND STOCKHOLDERS
To: The Secretary of the State of Connecticut
Name of Constituent Corporations:
SHIP ANALYTICS, INC. (Surviving Domestic Corporation) and LATTICE, INC.
(Domestic Terminating Corporation);
Address of Corporation: North Stonington Professional Center
North Stonington, Connecticut 06359
Date of Directors Meeting: February 1, 1988
WHEREAS, Ship Analytics Inc. a domestic stock corporation owns all
outstanding shares of: Lattice, Inc., a domestic stock corporation and,
WHEREAS, said Lattice, Inc., is a wholly owned subsidiary of Ship Analytics
Inc. and operate as affiliated companies under common management; and,
NOWTHEREFORE, pursuant to the terms of each of the said Corporation's
By-Laws and the provisions of Sections 33-364 and 33-370, and other applicable
provisions of the State of Connecticut Stock Corporation statutes, as amended;
the Board of Directors of Ship Analytics Inc. ("Surviving Corporation") which
owns all of the outstanding stock shares of Lattice, Inc. ("Domestic Terminating
Corporation") unanimously voted by resolution for a Plan of Merger at a duly
constituted February 1, 1988 meeting with all Directors in attendance. Said Plan
of Merger was further unanimously voted and accepted by resolution adopted by
the Board of Directors of Lattice, the Domestic Terminating Corporation at a
duly constituted February 1, 1986 meeting.
The approved Plan of Merger provides for the following:
1. The merging corporations are: Ship Analytics Inc., a domestic stock
corporation and Lattice, Inc., a domestic stock corporation.
2. Said Ship Analytics Inc. shall be the Surviving Corporation.
3. The name of the Surviving Corporation shall be continued as Ship
Analytics Inc.
4. The Certificate of Incorporation of Ship Analytics Inc., the Surviving
Corporation, as presently filed with the Secretary of the State of
Connecticut shall continue in effect after the merger without change
or amendment.
5. The Plan of Merger shall be effective as of February 1, 1988.
January 2, 1986
6. As of the effective date of the Plan of Merger, the Merging
Corporations shall be a single corporation (Ship Analytics Inc.) and
the separate existence of Lattice, Inc. shall cease.
7. The effect of the merger shall be as provided by the terms of said
Plan of Merger as consistent with Section 33-369 and other applicable
provisions of the State of Connecticut Stock Corporation statutes, as
amended, to implement a so-called statutory merger.
The undersigned authorized officers of the Domestic Merging Corporations
hereby represent and attest that:
(a) The said Plan of Merger has been approved by each of the Merging
Corporations in accord and in the manner provided by the applicable
State of Connecticut statutes (Chapter 599) and regulations and the
By-Laws of the Merging Corporations.
(b) The said Plan of Merger as approved by the Merging Corporations Board
of Directors on February 1, 1988 as provided by Section 33-370 for
merger of a wholly owned subsidiary; is on file with the Secretary of
Ship Analytics Inc. at its principal place of business and home
corporate office located at:
North Stonington Professional Center
North Stonington, Connecticut 06359
THIS SPACE INTENTIONALLY LEFT BLANK
January 2, 1986
(c) The Secretary of Ship Analytics Inc. or his designated delegate shall
promptly provide a copy of the full Plan of Merger at no cost, on the
request of any shareholder of either of the Merging Corporations.
Dated at North Stonington, Connecticut this 1st day of February 1988.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
SHIP ANALYTICS INC. SHIP ANALYTICS INC.
By: /s/ Jerry C. Lamb By: /s/ Francis L. Crowley
------------------------------- ----------------------------
Jerry C. Lamb Francis L. Crowley
President Secretary
LATTICE, INC. LATTICE, INC.
By: /s/ Alan J. Pesch By: /s/ Francis L. Crowley
-------------------------------- ----------------------------
Alan J. Pesch Francis L. Crowley
President Secretary
January 2, 1986
CERTIFICATE OF MERGER
By
DIRECTORS
To: The Secretary of the State of Connecticut
Name of Constituent Corporations:
Ship Analytics Inc. (Surviving Domestic Corporation) and American Data
Corporation (Foreign Terminating Corporation)
Address of Corporation: North Stonington Professional Center
North Stonington, Connecticut 06359
Date of Directors Meeting: January 2, 1986
WHEREAS, Ship Analytics Inc. a domestic stock corporation owns all
outstanding shares of American Data Corporation, a State of Florida stock
corporation; and
WHEREAS, said American Data Corporation is a wholly owned subsidiary of
Ship Analytics Inc. and operated as an affiliated company under common
management; and,
NOWTHEREFORE, pursuant to the terms of each of the said Corporation's
By-Laws and the provisions of Sections 33-364, and 33-370, and other applicable
provisions of the State of Connecticut Stock Corporation statutes, as amended,
and the provisions of the applicable laws and regulations of the State of
Florida for American Data Corporation; the Board of Directors of Ship Analytics
Inc. ("Surviving Corporation") which owns all of the outstanding stock shares of
American Data Corporation ("Foreign Terminating Corporation"); unanimously voted
by resolution for a Plan of Merger at a duly constituted January 2, 1986 meeting
with all Directors in attendance. Said Plan of Merger was further unanimously
voted and accepted by resolution adopted by the Board of Directors of American
Data Corporation the Foreign Terminating Corporation at a duly constituted
January 2, 1986 meeting.
The aforesaid approved Plan of Merger provides for the following:
1. The merging corporations are: Ship Analytics Inc., a domestic stock
corporation; and American Data Corporation, a foreign (State of
Florida) stock corporation.
2. Said Ship Analytics Inc. shall be the Surviving Corporation.
3. The name of the Surviving Corporation shall be continued as Ship
Analytics Inc.
4. The Certificate of Incorporation of Ship Analytics Inc., the Surviving
Corporation, as presently filed with the Secretary of the State of
Connecticut shall continue in effect after the merger without change
or amendment.
5. The Plan of Merger shall be effective as of January 2, 1986.
6. As of the effective date of the Plan of Merger, the Merging
Corporations shall be a single corporation (Ship Analytics Inc.) and
the separate existence of American Data Corporation shall cease.
January 2, 1986
7. The effect of the merger shall be as provided by the terms of said
Plan of Merger as consistent with Section 33-369 and other applicable
provisions of the State of Connecticut Stock Corporation statutes as
amended and the applicable provisions of the State of Florida Stock
Corporation statutes to implement a so-called statutory merger.
The undersigned authorized officers of the Domestic Merging Corporation
hereby represent and attest that:
(a) The said Plan of Merger has been approved by each of the Merging
Corporations in accord and in the manner provided by the applicable
State of Connecticut statutes (Chapter 599) and regulations; and the
State of Florida in regard to the Foreign Terminating Corporation; and
the By-Laws of the Merging Corporations.
(b) The said Plan of Merger as approved by the Merging Corporations Board
of Directors on January 2, 1986 is on file with the Secretary of Ship
Analytics Inc. at its principal place of business and home corporate
office located at:
North Stonington Professional Center
North Stonington, Connecticut 06359
(c) The Secretary of Ship Analytics Inc. or his designated delegate shall
promptly provide a copy of the full Plan of Merger at no cost, on the
request of any shareholder of any of the Merging Corporations.
Dated at North Stonington, Connecticut this 2nd day of January 1986.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
SHIP ANALYTICS INC. SHIP ANALYTICS INC.
By /s/ Jerry C. Lamb By: Francis L. Crowley
- --------------------------------- ---------------------------------
Jerry C. Lamb Francis L. Crowley
President Secretary
AMERICAN DATA CORPORATION AMERICAN DATA CORPORATION
By /s/ Jerry C. Lamb By: Francis L. Crowley
- --------------------------------- ---------------------------------
Jerry C. Lamb Francis L. Crowley
President Secretary
January 2, 1986
State of Connecticut
County of New London
On this the 2nd day of January, 1986, before me, Jerry C. Lamb, the foregoing
officer, personally appeared before me to be the president and CEO of Ship
Analytics, Inc., a corporation, and that he, as such President and CEO being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by himself as the President
and CEO.
In witness whereof, I hereunder set my hand,
(SEAL) /s/ Susan D. Shannon
-------------------------
Susan D. Shannon
Notary Public
My Commission expires March 31, 1998
-----------------
State of Connecticut
County of New London
On this the 2nd day of January, 1986, before me, Jerry C. Lamb, the foregoing
officer, personally appeared before me to be the President and CEO of American
Data Corporation, a corporation, and that he, as such President and CEO being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by himself as the President
and CEO.
In witness whereof, I hereunder set my hand,
(SEAL) /s/ Susan D. Shannon
-------------------------
Susan D. Shannon
Notary Public
My Commission expires March 31, 1998
-----------------
-------------------------------
CERTIFICATE OF [ ] CANCELLATION OF SHARES [X] RETIREMENT OF SHARES For Office Use Only
STOCK CORPORATION -------------------------------
SI-39 REV. 9-65 ACCOUNT NO.
-------------------------------
INITIALS
-------------------------------
VOL 1055 STATE OF CONNECTICUT 1435
SECRETARY OF THE STATE
1. The name of the corporation is SHIP ANALYTICS, INC.
--------------------
==================================================================================================================================
DESIGNATION OF SHARES NUMBER OF SHARES
------------------------------------- ----------------------------------------------
2. or 2 Authorized
[ ] CANCELLATION OF [X] RETIREMENT OF Class Series Par Issued and Treasury (For cancellation
SHARES SHARES Outstanding only)
- ----------------------- --------------------- ------------- ------------ ---------- ------------ ------------ --------------------
a. before a. before
cancellation retirement ------------- ------------ ---------- ------------ ------------ --------------------
Common N/A No Par 168 32
------------- ------------ ---------- ------------ ------------ --------------------
200
- ----------------------- --------------------- ------------- ------------ ---------- ------------ ------------ --------------------
b. Shares being b. Shares being
cancelled retired ------------- ------------ ---------- ------------ ------------ --------------------
Common N/A No Par 32
------------- ------------ ---------- ------------ ------------ --------------------
32
- ----------------------- --------------------- ------------- ------------ ---------- ------------ ------------ --------------------
c. After cancellation c. After retirement Common N/A No Par 168 -0-
------------- ------------ ---------- ------------ ------------ --------------------
168
======================= ===================== ============= ============ ========== ============ ============ ====================
Dated at North Stonington, CT this 30th day of September, 1985
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
- ------------------------------------------------------------------------------ ----------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT NAME OF SECRETARY OR ASSISTANT SECRETARY
Jerry C. Lamb Francis L. Crowley
- ------------------------------------------------------------------------------ ----------------------------------------------------
SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)
/s/ Jerry C. Lamb /s/ Francis L. Crowley
- ------------------------------------------------------------------------------ ----------------------------------------------------
FILING FEE CERTIFICATION FEE TOTAL FEES
FOR
OFFICE $ 6 $ 9 $ 15
USE
ONLY
- -------- --------------------------------------------------------------- ----------------------------------------------------------
SIGNED (For Secretary of the State)
Rec. Sent 2/10/86 RB
------------------------------------------- --------------
CERTIFIED COPY SENT ON (Date) INITIALS
Ship Analytics
----------------------------------------------------------
TO:
P.O. Box 419
- -------- --------------------------------------------------------------- --------------------- --------------------- --------------
CARD LIST PROOF
North Stonington CT 06359
======== =============================================================== ===================== ===================== ==============
CERTIFICATE
- -----------
AMENDING OR RESTATING CERTIFICATE OF [ ] INCORPORATORS [ ] BOARD OF [X] BOARD OF DIRECTORS [ ] BOARD OF DIRECTORS
INCORPORATION BY ACTION OF DIRECTORS AND SHAREHOLDERS AND MEMBERS
61-38 (Stock Corporation) (Nonstock Corporation)
--------------------------
For office use only
--------------------------
STATE OF CONNECTICUT ACCOUNT NO.
SECRETARY OF THE STATE --------------------------
INITIALS
--------------------------
====================================================================================================================================
1. NAME OF CORPORATION DATE
SHIP ANALYTICS, INC. December 27, 1984
- ------------------------------------------------------------------------------------------------------------------------------------
2. The Certificate of [X] A. AMENDED ONLY [ ] B. AMENDED [ ] C. RESTATED ONLY BY THE FOLLOWING RESOLUTION
Incorporation is AND RESTATED
VOTED: That the Certificate of Incorporation of this Corporation be
and it hereby is amended to increase the number of shares of
common stock that it is authorized to issue, from 5,000 to
750,000
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the provisions of
the original Certificate of Incorporation as supplemented and amended to
date, except as follows: (indicate amendments made, if any, if none, so
indicate)
Inapplicable
(b) Other than as indicated in Par. 3(a), there is no discrepancy between the
provisions of the original Certificate of Incorporation as supplemented to
date, and the provisions of this Certificate Restating the Certificate of
Incorporation.
BY ACTION OF INCORPORATORS
================================================================================
[ ] 4. The above resolution was adopted by vote of at least two-thirds of the
incorporators before the organization meeting of the incorporation, and
approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for membership
entitled to vote, if any.)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing
certificate are true.
- --------------------------------------------------------------------------------
SIGNED SIGNED SIGNED
- --------------------------------------------------------------------------------
APPROVED
(All subscribers, or, if nonstock corporation, all applicants, for membership
entitled to vote, if none, so indicate)
- --------------------------------------------------------------------------------
SIGNED SIGNED SIGNED
- --------------------------------------------------------------------------------
(Continued)
==================================================================================================================================
[ ] 4. (Omit if 2C. is checked.) The above resolution was adopted by the board of directors acting alone,
BY
ACTION [ ] there being no shareholders or subscribers. [ ] The board of directors being so authorized
OF pursuant to Section 33-341, Conn. G.S. as
BOARD [ ] the corporation being a nonstock corporation and having amended
OF no members and no applicants for membership entitled to
DIRECTORS vote on such resolution.
--------------------------------------------------------------------------------------------------------------------------
5. The number of affirmative votes 6. The number of directors' votes
required to adopt such resolution is: in favor of the resolution was:
--------------------------------------------------------------------------------------------------------------------------
We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.
----------------------------------------------------------- --------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY or ASSISTANT SECRETARY (Print or Type)
----------------------------------------------------------- --------------------------------------------------------------
SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)
- ------- --------------------------------------------------------------------------------------------------------------------------
[x] 4. The above resolution was adopted by the board of directors and by shareholders.
BY 5. Vote of shareholders:
ACTION
OF (a) (Use if no shares are required to be voted as a class)
BOARD
OF
DIRECTORS
AND
SHAREHOLDERS
- ------- ---------------------------------------- --------------------- ----------------------------- -----------------------------
NUMBER OF SHARES ENTITLED TO VOTE TOTAL VOTING POWER VOTE REQUIRED FOR ADOPTION VOTE FAVORING ADOPTION
168 168 112 168
--------------------------------------------------------------------------------------------------------------------------
(b) (If the shares of any class are entitled to vote as a class,
indicate the designation and number of outstanding shares of each
such class, the voting power thereof, and the vote of each such
class for the amendment resolution.)
Not Applicable
We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.
----------------------------------------------------------- --------------------------------------------------------------
NAME OF PRESIDENT (Print or Type) NAME OF SECRETARY (Print or Type)
Jerry C. Lamb Francis L. Crowley
----------------------------------------------------------- --------------------------------------------------------------
SIGNED (President or Vice President) SIGNED (Secretary of Assistant Secretary)
/s/ Jerry C. Lamb /s/ Francis L. Crowley
- ------- ----------------------------------------------------------- --------------------------------------------------------------
[ ] 4. The above resolution was adopted by the board of directors and by members.
BY
ACTION 5. Vote of members.
OF
BOARD (a) (Use if no members are required to vote as a class)
OF
DIRECTORS
AND
MEMBERS
- ------- -------------------------------- ----------------------------- ----------------------------- -----------------------------
NUMBER OF MEMBERS VOTING TOTAL VOTING POWER VOTE REQUIRED FOR ADOPTION VOTE FAVORING ADOPTION
--------------------------------------------------------------------------------------------------------------------------
(b) (If the members of any class are entitled to vote as a class, indicate the designation and number of members of
each such class, the voting power thereof, and the vote of each such class for the amendment resolution)
We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.
----------------------------------------------------------- --------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OF ASSISTANT SECRETARY (Print or Type)
----------------------------------------------------------- --------------------------------------------------------------
SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)
======= ===================================================== ======================= ======================= ====================
FILING FEE CERTIFICATION FEE TOTAL FEES
For
office $ 30 FYT-2125 $ 9 $ 2164
use
only
----------------------------------------------------- --------------------------------------------------------------------
SIGNED (For Secretary of the State)
Rec & cc sent 3-12-85
----------------------------------------------------- ---------------------------------------- ---------------------------
CERTIFIED COPY SENT ON (Date) INITIALS
Ship Analytics Francis L. Crowley
----------------------------------------------------- ---------------------------------------- ---------------------------
TO N. Stonington Professional Ctr.
----------------------------------------------------- ----------------------- ---------------- ---------------------------
CARD N. Stonington LIST CT 06358 PROOF
- ------- ----------------------------------------------------- ----------------------- ---------------- ---------------------------
Revised 6/21/83
CERTIFICATE OF MERGER
By
DIRECTORS AND STOCKHOLDERS
To: The Secretary of the State of Connecticut
Name of Constituent Corporations:
Ship Analytics Inc. (Surviving Domestic Corporation); Eclectech Associates, Inc.
(Domestic Terminating Corporation); Mara-Time Marine Services, Inc. (Foreign
Terminating Corporation); SIM-SHIP CORP. (Foreign Terminating Corporation)
Address of Corporation: North Stonington Professional Center
North Stonington, Connecticut 06359
Date of Directors and Stockholders Meeting: June 28, 1983
WHEREAS, Ship Analytics Inc. a domestic stock corporation owns all
outstanding shares of: Eclectech Associates, Inc. a domestic stock corporation;
and, Mara-Time Marine Services, Inc., a State of New York stock corporation;
and, SIM-SHIP CORP., a State of Delaware stock corporation; and
WHEREAS, said Eclectech Associations, Inc., Mara-Time Marine Services,
Inc., and SIM-SHIP CORP. are wholly owned subsidiaries of Ship Analytics Inc.
and operate as affiliated companies under common management; and
NOWTHEREFORE, pursuant to the terms of each of the said Corporation's
By-Laws and the provisions of Sections 33-364, 33-366, 33-370, and other
applicable provisions of the State of Connecticut Stock Corporation statutes, as
amended, and the provisions of the applicable laws and regulations of the State
of New York (for Mara-Time Marine Services, Inc.) and the State of Delaware (for
SIM-SHIP CORP.) the Board of Directors of Ship Analytics Inc. ("Surviving
Corporation") which owns all of the outstanding stock shares of Eclectech
Associates, Inc. ("Domestic Terminating Corporation"); and, Mara-Time Marine
Services, Inc. and SIM-SHIP CORP. ("Foreign Terminating Corporation(s)");
unanimously voted by resolution for a Plan of Merger at a duly constituted June
28, 1983 meeting with all Directors in attendance. Said Plan of Merger was
further unanimously voted and accepted by resolution adopted by the Board of
Directors of each of the Domestic and Foreign Terminating Corporations at a duly
constituted June 28, 1983 meeting.
FURTHER, such Plan of Merger with related implementation actions as voted
and approved by the Board of Directors of the Surviving Corporation and the
Domestic and Foreign Terminating Corporations at the said June 28, 1983 meetings
was unanimously ratified and adopted by all of the Stockholders of record
entitled to vote all outstanding shares of Ship Analytics Inc., the Surviving
Corporation and the Domestic and Foreign Terminating Corporations of Eclectech
Associates, Inc., Mara-Time Marine Services, Inc. and SIM-SHIP CORP.
The approved Plan of Merger provides for the following:
1. The merging corporations are: Ship Analytics Inc., a domestic stock
corporation; Eclectech Associates, Inc., a domestic stock corporation;
Mara-Time Marine Services, Inc., a foreign (State of New York) stock
corporation; and SIM-SHIP CORP., a foreign (State of Delaware) stock
corporation.
2. Said Ship Analytics Inc. shall be the Surviving Corporation.
Revised 6/21/83
3. The name of the Surviving Corporation shall be continued as Ship
Analytics Inc.
4. The Certificate of Incorporation of Ship Analytics Inc., the Surviving
Corporation, as presently filed with the Secretary of the State of
Connecticut shall continue in effect after the merger without change
or amendment.
5. The Plan of Merger shall be effective as of July 1, 1983.
6. As of the effective date of the Plan of Merger, the Merging
Corporations shall be a single corporation (Ship Analytics Inc.) and
the separate existence of Eclectech Associates, Inc., Mara-Time Marine
Services, Inc., and SIM-SHIP CORP. shall cease.
7. The effect of the merger shall be provided by the terms of said Plan
of Merger as consistent with Section 33-369 and other applicable
provisions of the State of Connecticut Stock Corporation statutes as
amended and the applicable provisions of the State of New York and the
State of Delaware Stock Corporation statutes to implement a so-called
statutory merger.
The undersigned authorized officers of the Domestic Merging Corporations
hereby represent and attest that:
(a) The said Plan of Merger has been approved by each of the Merging
Corporations in accord and in the manner provided by the applicable
State of Connecticut statutes (Chapter 599) and regulations; the
applicable statutes of the State of New York and the State of Delaware
in regard to the Foreign Terminating Corporations; and the By-Laws of
the Merging Corporations.
(b) The said Plan of Merger as approved by the Merging Corporations Board
of Directors and Stockholders on June 28, 1983 is on file with the
Secretary of Ship Analytics Inc. at its principal place of business
and home corporate office located at:
North Stonington Professional Center
North Stonington, Connecticut 06359
(c) The Secretary of Ship Analytics Inc. or his designated delegate shall
promptly provide a copy of the full Plan of Merger at no cost, on the
request of any shareholder of any of the Merging Corporations.
Dated at North Stonington, Connecticut this 28th day of June 1983.
Revised 6/21/83
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
SHIP ANALYTICS INC. SHIP ANALYTICS INC.
By: /s/ Jerry C. Lamb By: /s/ Francis L. Crowley
--------------------------- ----------------------------
Jerry C. Lamb Francis L. Crowley
President Secretary
ECLECTECH ASSOCIATES, INC. ECLECTECH ASSOCIATES, INC.
By: /s/ Jerry C. Lamb By: /s/ Francis L. Crowley
---------------------------- ----------------------------
Jerry C. Lamb Francis L. Crowley
President Secretary
MARA-TIME MARINE SERVICES, INC. MARA-TIME MARINE SERVICES, INC.
By: /s/ Jerry C. Lamb By: /s/ Thomas J. Cote
---------------------------- ----------------------------
Jerry C. Lamb Thomas J. Cote
President Secretary
SIM-SHIP CORP. SIM-SHIP CORP.
By: /s/ Jerry C. Lamb By: /s/ Thomas J. Cote
---------------------------- ----------------------------
Jerry C. Lamb Thomas J. Cote
President Secretary
STATE OF CONNECTICUT
SECRETARY OF THE STATE
The undersigned Incorporator(s) hereby form(s) a corporation under the Stock
Corporation Act of the State of Connecticut:
1. The name of the corporation is SHIP ANALYTICS INC.
2. The nature of the business to be transacted, or the purposes to be promoted
or carried out by the corporation, are as follows:
To provide management and technological advice and services to industry
and the government particularly in the marine systems and shipping areas of
activity.
To carry on and conduct a business to perform analysis, research,
development, design, engineering for evaluation, development and manufacture of
marine and ship systems and related products which inherently involve scientific
technology in their design, manufacture and operations.
To build, make, operate, maintain, buy, sell, deal in and with the
design and manufacture of ships and vessels of whatsoever nature, and marine
transportation systems of every nature and kind whatsoever; together with all
materials, articles, tools, machinery and support systems related to such
shipping and maritime activities and operations.
To carry on and conduct a business to provide comprehensive scientific,
operations research, performance evaluations, and management representation
services to individuals, corporations, governments (state, federal and foreign),
and to others generally as a consultant, agent, representative, contractor for
the development design, manufacture, operation, and evaluation of such marine
systems, equipment and products.
While the initial focus of the corporation shall be in the marine
systems and product area such stated focus herein shall not constitute or be
construed as a limitation on the nature or scope of the corporation's business
activity to be conducted or authorized by the Board of Directors pursuant to
this Certificate of Incorporation as such business activity can be legally
permitted by the State of Connecticut statutes.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patents rights, licenses and privileges, inventions,
improvements, and processes, copy-rights, trade-marks, and trade names, relating
to or useful in connection with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock
or any voting trust certificates in respect of the shares of capital stock,
script, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, chosen in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government, or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner thereof to
possess and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon, and to do any and all
acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.
SHIP ANALYTICS INC.
Certificate of Incorporation
Item 2 - Continuation
To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limits to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidence of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.
To loan to any person, firm or corporation any of its surplus funds,
either with or without security.
To purchase, hold, sell, and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law, and provided further that shares
of its own capital stock belonging to it shall not be voted upon directly or
indirectly.
To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of,
real and personal property of every class, and description in any of the states,
and districts, territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Connecticut upon corporations formed under the General Corporation Law of the
State of Connecticut, and to do any or all of the things hereinbefore set forth,
to the same extent as natural persons might or could do.
The objects and purposes specified in the foregoing clauses shall
except where otherwise expressed, be in no way limited or restricted by
reference to, or inference from the terms of any other clause in this
certificate of incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.
(Continued)
3. The designation of each class of shares, the authorized number of shares of
each such class, and the par value (if any) of each share thereof, are as
follows:
The authorized capital stock shall consist of five thousand shares of
common stock without par value.
4. The terms, limitations and relative rights and preferences of each class of
shares and series thereof (if any), or an express grant of authority to the
board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are
as follows:
a) All shares are voting common shares without restriction or
priority except that preemptive rights are denied to all such
shares.
b) The Board of Directors are hereby expressly granted the right to
exercise the authority related to the issuance of shares as
specified by Section 33-341 of the General Statutes of the State
of Connecticut, as amended to the date of this Certificate.
5. The minimum amount of stated capital with which the corporation shall
commence business is one thousand ($1000.00) dollars. (Not less than one
thousand dollars)
6. (7) Other provisions
Dated at Groton, Connecticut this seventh day of September, 1977
I/We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.
This certificate of incorporation must be signed by one or more incorporators
- ---------------------------------------- -------------------------------------- --------------------------------------
NAME OF INCORPORATION (Print or Type) NAME OF INCORPORATION (Print or Type) NAME OF INCORPORATION (Print or Type)
1. Francis L. Crowley 2. /s/ Francis L. Crowley 3.
- ---------------------------------------- -------------------------------------- --------------------------------------
SIGNED (Incorporated) SIGNED (Incorporated) SIGNED (Incorporated)
1. /s/ Francis L. Crowley 2. 3.
- ---------------------------------------- -------------------------------------- --------------------------------------
NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATION (Print or Type) NAME OF INCORPORATION (Print or Type)
4. 5. 6.
- ---------------------------------------- -------------------------------------- --------------------------------------
SIGNED (Incorporator) SIGNED (Incorporated) SIGNED (Incorporated)
4. 5. 6.
- ---------------------------------------- -------------------------------------- --------------------------------------
FRANCHISE FEE FILING FEE CERTIFICATION FEE TOTAL FEES
FOR $ 50 $ 20 $ 11 $ 81
OFFICE ------------------------------------------------------------------
USE SIGNED (For Secretary of the State)
ONLY Rec. Sent 5/3/78
--------------------------------- --------------------------------
CERTIFIED COPY SENT ON (Date) INITIALS
Receipts to Ms. Francis L. Crowley R.L.
------------------------------------------------------------------
TO
8 Palmer Court, Noank, CT 06340
--------------------- ---------------------- ---------------------
CARD LIST PROOF
- --------------------------------------------------- --------------------- ---------------------- ---------------------
APPOINTMENT OF STATUTORY AGENT FOR SERVICE
DOMESTIC CORPORATION
61-6 REV. 6-66
TO: THE SECRETARY OF THE STATE OF CONNECTICUT
==============================================================================================================================
NAME OF CORPORATION
SHIP ANALYTICS INC.
- ------------------------------------------------------------------------------------------------------------------------------
APPOINTMENT
- ------------------------------------------------------------------------------------------------------------------------------
The above corporation appoints as its statutory agent for service, one of the following:
- --------------------------------------------------- --------------------------------------------------------------------------
NAME OF NATURAL PERSON WHO IS RESIDENT OF BUSINESS ADDRESS
CONNECTICUT POST OFFICE BOX 22, OLD MYSTIC, CT 06372
FRANCIS L. CROWLEY --------------------------------------------------------------------------
RESIDENCE ADDRESS
8 PALMER COURT, NOANK, CT 06340
- --------------------------------------------------- --------------------------------------------------------------------------
NAME OF CONNECTICUT CORPORATION ADDRESS OF PRINCIPAL OFFICE IN CONN. (If none, enter address of
SHIP ANALYTICS INC. appointee's statutory agent for service)
POST OFFICE BOX 22, OLD MYSTIC, CT 06372
- --------------------------------------------------- --------------------------------------------------------------------------
NAME OF CORPORATION not Organized Under the Laws ADDRESS OF PRINCIPAL OFFICE IN CONN. (If none, enter "Secretary of the
of Conn.* State of Connecticut")
- ------------------------------------------------------------------------------------------------------------------------------
*Which has procured a Certificate of Authority to transact business or conduct
affairs in this state.
- ------------------------------------------------------------------------------------------------------------------------------
AUTHORIZATION
- ------------------------------------------------------------------------------------------------------------------------------
ORIGINAL NAME OF INCORPORATOR (Print or Type) SIGNED (Incorporator) DATE
APPOINTMENT FRANCIS L. CROWLEY /s/ Francis L. Crowley SEPTEMBER 7, 1977
(Must be signed by a ------------------------------------ ---------------------------------- ----------------------------
majority of NAME OF INCORPORATOR (Print or Type) SIGNED (Incorporator)
incorporators)
------------------------------------ ---------------------------------- ----------------------------
NAME OF INCORPORATOR (Print or Type) SIGNED (Incorporator)
- ------------------------- ------------------------------------ ---------------------------------- ----------------------------
SUBSEQUENT NAME OF PRESIDENT, VICE PRESIDENT, SIGNED (President, or Vice DATE
APPOINTMENT OR SEC. President, or Secretary)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
ACCEPTANCE
- ------------------------------------------------------------------------------------------------------------------------------
Accepted: NAME OF STATUTORY AGENT FOR SERVICE (Print or Type) SIGNED (Statutory Agent for Service)
FRANCIS L. CROWLEY /s/ Francis L. Crowley
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
FILING FEE CERTIFICATION FEE TOTAL FEES
FOR $ $ $
OFFICE --------------------------------------------------------------------------
USE SIGNED (For Secretary of the State)
ONLY
--------------------------------------- ----------------------------------
CERTIFIED COPY SENT ON (Date) INITIALS
--------------------------------------------------------------------------
TO
--------------------- ---------------------- -----------------------------
CARD LIST PROOF
- ------- ------------------------------------------- --------------------- ---------------------- -----------------------------