Exhibit 3.93
AGREEMENT OF MERGER
This Agreement of Merger, dated as of February 20, 1990 (this "Merger
Agreement"), is made and entered into by and among Telos Corporation, a
California corporation (the "Company"); Contel Federal Systems, Inc., a Delaware
corporation ("Parent"); and Telos Acquisition Company, a California corporation
and a wholly-owned subsidiary of Parent ("Sub") (Company and Sub are
collectively referred to in this Merger Agreement as the "Constituent
Corporations").
ARTICLE I
The Constituent Corporations
1.01 (a) The Company was incorporated under the laws of the State of
California on April 11, 1969.
(b) The Company is authorized to issue an aggregate of 20,000,000
shares of Common Stock ("Company Common Shares"), of which 3,988,613 shares are
issued and outstanding are of the date hereof. The Company is also authorized to
issue 1,000,000 shares of Preferred Stock, none of which has been issued as of
the date hereof.
1.02 (a) Sub was incorporated under the laws of the State of California on
November 20, 1989.
(b) Sub is authorized to issue an aggregate of 1,000 shares of common
stock ("Sub Stock"), all of which are issued and outstanding.
ARTICLE II
The Merger
2.01 (a) The Merger shall become effective (the "Effective Date") upon the
filing with the Secretary of State of the State of California of this Merger
Agreement together with the other documents required to be filed by Section 1103
of the California Corporations Code.
(b) At the Effective Date, Sub shall be merged with and into Company
and the separate corporate existence of Sub shall thereupon cease. The Company
shall be the surviving corporation in the Merger and the separate corporate
existence of Company, with all its purposes, objects, rights, privileges,
powers, immunities and franchises, shall continue unaffected and unimpaired by
the Merger.
2.02 The Company shall succeed to all of the rights, privileges, powers,
immunities and franchises of Sub, all of the properties and assets of Sub and
all of the debts, choses in action and other interests due or belonging to Sub
and shall be subject to, and responsible for, all of the debts, liabilities and
obligations of Sub with the effect set forth in the California Corporations
Code.
ARTICLE III
Articles of Incorporation, Bylaws,
and Directors and Officers of the Company
3.01 The Articles of Incorporation of the Company in effect immediately
prior to the Merger shall continue in full force and effect as the Articles of
Incorporation of Company after the Merger until duly amended in accordance with
the provisions thereof and applicable law.
3.02 The Bylaws of the Company in effect immediately prior to the Merger
shall continue in full force and effect as the Bylaws of the Company after the
Merger until duly amended in accordance with the provisions thereof and
applicable law.
3.03 The directors and officers of the Sub immediately prior to the Merger
shall become the directors and officers of the Company after the Merger until
their successors have been elected and qualified or unless otherwise provided by
law.
ARTICLE IV
Manner and Basis of Converting Shares
Of The Constitute Corporations
4.01 At the Effective Dates
(a) Each share of Sub Stock outstanding shall be converted into one
(1) share of Common Stock of the Company. No fractional shares of the Company
shall be issued.
(b) By virtue of the Merger and without any action on the part of the
holder thereof, each of the Company Common Shares (except for shares described
in Section 4.01(c) and shares, if any, which shall then or thereafter constitute
"dissenting shares" within the meaning of Chapter 13 of the California
Corporations Code) that is outstanding immediately prior to the Effective Date
shall be converted into a right to receive in cash the amount of Fifteen Dollars
and Fifty Cents ($15.50), without interest.
(c) Any Company Common Shares owned directly or indirectly by an
subsidiary of the Company immediately prior to the Merger and any Company Common
Shares owned by Parent, Sub or any other subsidiary of Parent or by Contel
Corporation, a Delaware corporation, or any of its subsidiaries immediately
prior to the Merger shall be cancelled and no consideration shall be delivered
in exchange therefor.
(d) Each option to purchase Company Common Shares outstanding
immediately prior to the Effective Date, shall be converted into a right to
receive, for each Company Common Share subject to such option, an amount equal
to the difference between Fifteen Dollars and Fifty Cents ($15.50) and the
exercise price.
4.02 (a) As soon as practicable after the Effective Date and after
surrender to an agent appointed by Parent and who shall be reasonably acceptable
to the Company (the "Exchange Agent") of any certificate which prior to the
Effective Date represented any Company Common
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Shares, or delivery of an executed letter of transmittal by any holder of
options to purchase Company Common Shares, the Exchange Agent shall cause to be
distributed to the person in whose name such certificate was issued, or from
whom a letter of transmittal was received, (i) in the case of Company Common
Shares, cash in the amount of Fifteen Dollars and Fifty Cents ($15.50), without
interest, times the number of shares previously represented by the surrendered
certificate, or (ii) in the case of any option to purchase Company Common
Shares, cash (without interest) equal to the product of (x) the difference
between Fifteen Dollars and Fifty Cents ($15.50) and the exercise price per
share of Company Common Shares subject to such option and (y) the number of such
shares subject to such option. Each certificate which immediately prior to the
Effective Date represented any shares of Sub Common Stock shall be deemed at and
after the Effective Date to represent only the Company Common Shares into which
such shares of Sub Common Stock shall have been converted hereunder.
ARTICLE V
Other Provisions
5.01 This Merger Agreement shall be governed by the laws of
California.
5.02 This Merger Agreement, together with the Agreement and Plan of
Merger dated as of December 2, 1989 by and among the Constituent Corporations
and the Parent contains the entire agreement of the parties hereto, and
supersedes any prior written or oral agreements between them concerning the
subject matter contained herein.
5.03 This Merger Agreement may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original
instrument, but all of such counterparts together shall constitute but one
agreement.
IN WITNESS WHEREOF, the parties have duly executed this Merger
Agreement as of the date first written above.
TELOS CORPORATION CONTEL FEDERAL SYSTEMS, INC
By: /s/ Lin Conger By: /s/ Stuart C. Johnson
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President President
By: /s/ Richard Hansen By: /s/ Patricia Friedline
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Secretary Secretary
TELOS ACQUISITION COMPANY
By: /s/ Stuart C. Johnson
-------------------------
President
By: /s/ Patricia Friedline
-------------------------
Secretary
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TELOS ACQUISITION COMPANY
OFFICERS' CERTIFICATE
OF
APPROVAL OF MERGER
The undersigned, Lin Conger and Richard Hansen and each of them, do hereby
certify that:
1. They are President and Secretary, respectively, of Telos Corporation, a
California corporation (the "Company"),
2. This Certificate is attached to the Agreement of Merger, dated as of
February 20, 1990, in the form duly approved by the Board of Directors of the
Company, providing for the merger of Telos Acquisition Company, a California
corporation with and into the Company.
3. The Company has one class of 20,000,000 authorized shares of Common
Stock, par value $.01 per share, of which 3,988,613 are issued and outstanding
as of the date hereof. The Company also has 1,000,000 authorized shares of
Preferred Stock, par value $.01 per share, none of which has been issued as of
the date hereof.
4. The principal terms of the Agreement of Merger in the form attached were
approved by a majority of the issued and outstanding shares of stock entitled to
vote thereon, which equaled or exceeded the vote required, and the percentage
vote required of said shares for such approval is more than fifty (50) percent.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 20th day of February, 1990.
/s/ Lin Conger
---------------------------
Lin Conger, President
/s/ Richard Hansen
---------------------------
Richard Hansen, Secretary
Each of the undersigned declares under penalty of perjury that he has
read the foregoing Certificate and knows the contents thereof and that the same
is true of his own knowledge.
Executed at Santa Monica, California on February 20, 1990.
/s/ Lin Conger
---------------------------
Lin Conger, President
/s/ Richard Hansen
---------------------------
Richard Hansen, Secretary
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TELOS CORPORATION
LIN CONGER and RICHARD HANSEN certify that:
1. They are the president and the secretary, respectively, of TELOS
CORPORATION, a California corporation.
2. The articles of incorporation of this corporation are amended as
follows:
Article IV is added to the articles of incorporation to read in its
entirety as follows:
"IV: The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California
law."
Article V is added to the articles of incorporation to read in its
entirety as follows:
"V: The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the Corporations
Code, subject only to the limits set forth in Section 204 of the
Corporations Code with respect to actions for breach of duty to the
Corporation or its shareholders."
3. The foregoing amendments of the articles of incorporation have been
duly approved by the board of directors.
4. The foregoing amendments of the articles have been duly approved by
the required vote of shareholders in accordance with section 902 of
the Corporations Code. The total number of outstanding shares of the
corporation entitled to vote at the date of the meeting was 3,701.779.
The number of shares voting in favor of the amendments equaled or
exceeded the vote required. The percentage vote required was more than
50%
Date: September 15, 1989
/s/ Lin Conger
---------------------------
LIN CONGER, President
/s/ Richard Hansen
---------------------------
RICHARD HANSEN, Secretary
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We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in the foregoing certificate are true
and correct of our own knowledge.
September 15, 1989
/s/ Lin Conger
---------------------------
LIN CONGER, President
/s/ Richard Hansen
---------------------------
RICHARD HANSEN, Secretary
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TELOS ACQUISITION COMPANY
OFFICERS' CERTIFICATE
OF
APPROVAL OF MERGER
The undersigned, Stuart C. Johnson and Patricia Friedline, and each of
them, do hereby certify that:
1. They are President and Assistant Secretary, respectively, of Telos
Acquisition Company, a California corporation (the "Company"),
2. This Certificate is attached to the Agreement of Merger, dated as of
February 20, 1990, in the form duly approved by the Board of Directors of the
Company, providing for the merger of the Company with and into Telos
Corporation, a California corporation.
3. The Company has only one class of 1,000 authorized shares of common
stock, par value $.01 per share, and the total number of outstanding shares is
1,000,
4. The principal terms of the Agreement of Merger in the form attached were
approved by 100 percent of the outstanding shares of said single class of
shares, which equaled or exceeded the vote required, and the percentage vote
required of said class of shares for such approval is more than 50 percent.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 20th day of Februry, 1990.
/s/ Stuart C. Johnson
-------------------------------------
Stuart C. Johnson, President
/s/ Patricia Friedline
-------------------------------------
Patricia Friedline, Assistant Secretary
Each of the undersigned declares under penalty of perjury that he has
read the foregoing Certificate and knows the contents thereof and that the same
is true of his own knowledge.
Executed at Chantilly,. Virginia on February 20, 1990.
/s/ Stuart C. Johnson
-------------------------------------
Stuart C. Johnson, President
/s/ Patricia Friedline
-------------------------------------
Patricia Friedline, Assistant Secretary
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TELOS CORPORATION
RESTATED
ARTICLES OF INCORPORATION
OF
TELOS COMPUTING, INC.
LIN CONGER and RICHARD HANSEN certify that:
1. They are the president and the secretary, respectively, of TELOS
COMPUTING, INC., a California corporation.
2. The articles of incorporation of this corporation are amended and
restated to read as follows:
I.
The name of this corporation is TELOS CORPORATION.
II.
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
III.
The Corporation is authorized to issue two classes of shares of stock
to be designated respectively as "Common Stock" and "Preferred Stock." The
total number of shares of Common Stock which the Corporation is authorized
to issue shall be 20,000,000 shares and each such share shall have a par
value of one cent ($.01). The total number of shares of Preferred Stock
which the Corporation is authorized to issue shall be 1,000,000 shares and
each such share shall have a par value of one cent ($.01). The Preferred
Stock may be issued in one or more series, and authority is hereby
expressly vested in the Board of Directors pursuant to Sections 202(e) and
401 of the General Corporation Law of California (or in any successor
statutes), by resolution or resolutions adopted by such Board of Directors,
to determine the designation and to fix the number of shares of any such
series. The Board of Directors is further authorized to determine or alter
the rights, preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock or the holders thereof,
and to increase or decrease (but not below the number of shares of any such
series then outstanding) the number of shares of any such series of
Preferred Stock subsequent to the issue of shares of that series. Upon the
amendment of this article to read as herein set forth, each outstanding
share of capital stock is split up and converted into 3.36 shares of Common
Stock.
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3. The foregoing amendment and restatement of articles of
incorporation has been duly approved by the board of directors.
4. The foregoing amendment and restatement of articles has been duly
approved by the required vote of shareholders in accordance with section
902 of the Corporations Code. The total number of outstanding shares of the
corporation is 752,570. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote
required was more than 50%.
Date: October 4, 1985
/s/ Lin Conger
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LIN CONGER, President
/s/ Richard Hansen
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RICHARD HANSEN, Secretary
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in the Certificate are true and correct
of our own knowledge.
/s/ Lin Conger
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LIN CONGER, President
/s/ Richard Hansen
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RICHARD HANSEN, Secretary
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