Exhibit 3.87
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/25/2000
001266275 - 2203869
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL ANALYTICS, INC.
INTERNATIONAL ANALYTICS, INC., a corporation organized and existing under and by
virtue of the general corporation Law of the State of Delaware, DOES HEREBY
CERTIFY;
FIRST. That the Board of Directors of said corporation, at a meeting
duly convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and
in the best interest of the Company that Article FIRST of the Certificate of
Incorporation be amended to read as follows:
FIRST: The name of this corporation shall be:
SHIP ANALYTICS INTERNTIONAL, INC.
SECOND. That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD. That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the general Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by JANET FIORE, this 18th day of May A.D. 2000
/s/ Janet Fiore
-------------------------------------
Authorized Officer
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/08/2000
001116205 - 2203869
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SHIP ANALYTICS INTERNATIONAL, INC.
-------------------------------------
SHIP ANALYTICS INTERNATIONAL, INC., a corporation organized and existing under
and by virtue of the general corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST. That the Board of Directors of said corporation, at a meeting
duly convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and
in the best interest of the Company that Article FIRST of the Certificate of
Incorporation be amended to read as follows:
FIRST: The name of this corporation shall be:
INTERNATIONAL ANALYTICS, INC.
SECOND. That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD. That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the general Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by JANET FIORE, this 28th day of February A.D. 2000.
/s/ Janet Fiore
---------------------------------------
Authorized Officer
3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/23/1993
763082801 - 2203869
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Ship Analytics of Singapore Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Ship Analytics of
Singapore Inc. held on 29 January 1993, the following resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation to
be amended by changing the First Article so that, as amended said
Article shall be and read as follows:
"The name of the Corporation is:
--------------------------------------
Ship Analytics International, Inc."
- --------------------------------------------------------------------------------
SECOND: That thereafter, pursuant to the above resolution of its Board
of Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting of the necessary
number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment as duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced
under or by reason of amendment.
IN WITNESS WHEREOF, said Ship Analytics of Singapore Inc. has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
Alan J. Pesch its President and Francis L. Crowley its Secretary, this 29th day
of January 1993.
/s/ Francis L. Crowley /s/ Alan J. Pesch
- -------------------------------------- -----------------
Francis L. Crowley, Secretary Alan J. Pesch, President
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/16/1992
922905323 - 2203869
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
SHIP ANALYTICS OF SINGAPORE INC.
2. The registered office of the corporation within the State of Delaware is
hereby changed to Three Christina Centre, 201 North Walnut Street, City of
Wilmington 19801, County of New Castle.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Company Corporation, the business office of which is
identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on June 15, 1992
/s/ Alan J. Pesch
--------------------------------------
Alan J. Pesch, President
Attest:
/s/ Francis L. Crowley
- ------------------------------------
Secretary
Francis L. Crowley
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CERTIFICATE OF INCORPORATION
OF
SHIP ANALYTICS OF SINGAPORE INC.
* * * * *
1. The name of the corporation is
SHIP ANALYTICS OF SINGAPORE INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware. 4. The total number of
shares of stock which the corporation shall have authority to issue is three
thousand (3,000); all of such shares shall be without par value.
The holders of common stock shall, upon the issue or sale of shares of
stock of any class (whether now or hereafter authorized) or any securities
convertible into such stock, have the right, during such period of time and on
such conditions as the board of directors shall prescribe, to subscribe to and
purchase such shares or securities in proportion to their respective holdings of
common stock, at such price or prices as the board of directors may from time to
time fix and as may be permitted by law.
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5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
L. J. Vitalo Corporation Trust Company
- --------------------------------------- 1209 Orange Street
Wilmington, Delaware 19801
J. A. Grodzicki Corporation Trust Company
- --------------------------------------- 1209 Orange Street
Wilmington, Delaware 19801
E. A. Jensen Corporation Trust Company
- --------------------------------------- 1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or
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receivers appointed for this corporation under the provisions of Section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of
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Delaware, do make this certificate, hereby declaring and certifying that this is
our act and deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 2nd day of August, 1989.
/s/ L. J. Vitalo
--------------------
L. J. Vitalo
/s/ J. A. Grodzicki
-----------------------
J. A. Grodzicki
/s/ E. A. Jensen
--------------------
E. A. Jensen