Exhibit 3.105
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VERSATRON CORPORATION
---------------------
The undersigned certify that:
1. They are the president and the secretary, respectively, of Versatron
Corporation, a California corporation (the "Corporation").
2. Article I of the Articles of Incorporation of the Corporation shall be
amended to read as follows:
Article I
The name of this corporation is: Wescam Sonoma Inc.
3. The foregoing amendment of the Articles of Incorporation of the Corporation
has been duly approved by the Board of Directors of the Corporation.
4. The foregoing amendment of the Articles of Incorporation of the Corporation
has been duly approved by written consent of the sole shareholder of this
corporation.
5. The foregoing amendment was approved by all of the outstanding shares
required to vote in accordance with Section 902 of the California General
Corporation Law.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: 22 September, 1999
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/s/ Dan Heibel
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Dan Heibel, President
/s/ Jon Dennison
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Jon Dennison, Secretary
CONSENT TO USE OF NAME
To the California Secretary of State Dated: Sept 22,1999
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Dear Sir/Madam:
Wescam Incorporated, a Florida corporation qualified to do business in
the state of California, hereby consents to and approves of the use of the name
"Wescam Sonoma Inc."
WESCAM INCORPORATED
By:
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Its: Director
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ARTICLES OF INCORPORATION
OF
JEFFERSON ACQUISITION CORPORATION
ARTICLE I
The name of this corporation is: JEFFERSON ACQUISITION CORPORATION
ARTICLE 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.
ARTICLE III
The name and complete business address in the State of California of
this corporation's initial agent for service of process is:
CT Corporation System
ARTICLE IV
This corporation is authorized to issue only one class of shares of
stock which shall be designated common stock; and the total number of shares
which this corporation is authorized to issue is 1000 Shares.
ARTICLE V
(a) The liability of directors of this corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
(b) This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors, or otherwise, to the fullest extent permissible under California law.
(c) Any amendment, repeal or modification of any provision of this
Article V shall not adversely affect any right or protection of an agent of this
corporation existing at the time of such amendment, repeal or modification.
Dated: August 10, 1995
/s/ Deborah Abernathy Moore
-----------------------------------------
Deborah Abernathy Moore, Incorporator
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AGREEMENT OF MERGER
This Agreement of Merger is made and entered into as of December 12,
1995 ("Merger Agreement"), between Versatron Corporation, a California
corporation ("Company"), and Jefferson Acquisition Corporation, a California
corporation ("Newco" or the "Surviving Corporation") Company and Newco being
hereinafter collectively referred to as the "Constituent Corporations").
INTENDING TO BE LEGALLY BOUND, and in consideration of the premises and
mutual covenants and agreements contained herein, the Constituent Corporations
hereby agree as follows:
ARTICLE I
THE MERGER
1.1 Merger of Company With and Into Newco.
(a) Agreement to Acquire Company. Upon the terms and subject
to the conditions of this Merger Agreement and an Agreement and Plan of
Reorganization, dated as of August 18, 1995 (the "Agreement"), among Wescam
Inc., an Ontario corporation (as successor to Jefferson Partners Capital
Corporation) and the owner of all the outstanding shares of common stock of
Newco ("Wescam"), Company, certain shareholders of Company and Newco, Company
shall be acquired by Wescam through a merger (the "Merger") of Company with and
into Newco.
(b) Effective Date. The Merger shall become effective upon the
filing of this Merger Agreement and officers' certificates of each Constituent
Corporation with the Secretary of State of the State of California pursuant to
Section 1103 of the California General Corporation Law (the "GCL"). The date and
time of such filing is hereinafter referred to as the "Effective Date."
(c) Surviving Corporation. At the Effective Date Company shall
be merged with and into Newco and the separate corporate existence of Company
shall thereupon cease. Newco shall be the surviving corporation of the Merger.
1.2 Effect of the Merger; Additional Actions.
(a) Effects. The Merger shall have the effects set forth in
Section 1107 of the GCL. Without limiting such effects, the Surviving
Corporation shall have the name "Versatron Corporation" and shall have all the
rights, privileges, immunities and franchises, of a public as well as of a
private nature, of each of the Constituent Corporations; and all property, real,
personal and mixed, tangible and intangible, and all debts due on whatever
accounts, and all other choses in action, and all and every other interest, of
or belonging to or due to each of the Constituent Corporations, shall be taken
and deemed to be vested in the Surviving Corporation without further act or
deed. Subject to the provisions of the Agreement, the Surviving Corporation
shall thereafter be responsible and liable for all liabilities and obligations
of each of the Constituent Corporations; and any claim existing or action or
proceeding pending by or
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against either of the Constituent Corporations may be prosecuted as if such
Merger had not taken place or the Surviving Corporation may be substituted in
its place. Neither the rights or creditors nor any liens upon the assets and
properties of either of the Constituent Corporations shall be impaired by the
Merger.
(b) Additional Actions. If, at any time after the Effective
Date, the Surviving Corporation shall consider or be advised that any deeds,
bills of sale, assignments, assurances or any other actions or things are
necessary or desirable (i) to vest, perfect or confirm of record or otherwise in
the Surviving Corporation its right, title or interest in, to or under any of
the rights, properties or assets of either Constituent Corporation acquired or
to be acquired by the Surviving Corporation as a result of, or in connection
with the Merger or (ii) to otherwise carry out the purposes of this Merger
Agreement, each Constituent Corporation and its officers and directors shall be
deemed to have granted to the Surviving Corporation an irrevocable power of
attorney to execute and deliver all such deeds, bills of sale, assignments and
assurances and to take and do all such other actions and things as may be
necessary or desirable to vest, perfect or confirm any and all right, title and
interest in, to and under such rights, properties or assets in the Surviving
Corporation and otherwise to carry out the purposes of this Merger Agreement;
and the officers and directors of the Surviving Corporation are fully authorized
in the name of each Constituent Corporation or otherwise to take any and all
such actions.
ARTICLE II
ARTICLES OF INCORPORATION, BYLAWS AND
DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION
2.1 Amendment of Company's Articles of Incorporation
(a) Authorized Stock at Merger. At the Effective Date, Article
I of the Articles of Incorporation of Newco shall be amended in its entirety to
read as follows:
"THE NAME OF THIS CORPORATION IS VERSATRON CORPORATION"
(b) Articles of Incorporation of Surviving Corporation. The
Articles of Incorporation of Newco in effect immediately prior to the Effective
Date, as amended as provided in Section 2.1(a), shall be the Articles of
Incorporation of the Surviving Corporation unless and until amended or repealed
as provided by applicable law and such Articles of Incorporation.
2.2 Bylaws of the Surviving Corporation. The Bylaws of Newco in effect
immediately prior to the Effective Date shall be the Bylaws of the Surviving
Corporation unless and until repealed as provided by applicable law, the
Articles of Incorporation of the Surviving Corporation and such Bylaws.
2.3 Officers and Directors of Surviving Corporations. The officers and
directors of Newco immediately prior to the Effective Date shall be the officers
and directors of the Surviving Corporation, in each case until their successors
shall have been elected, qualified or until otherwise provided by law.
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ARTICLE III
EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
(a) Effect on Capital Stock. As of the Effective Date, by
virtue of the Merger and without any action on the part of the holder of any
shares of capital stock of Newco or Company;
(b) Cancellation of Company Stock. All shares of common stock,
without par value, of Company ("Company Common Stock") that are owned directly
or indirectly by Company or by any Subsidiary of Company and any shares of
Company Common Stock that are owned by Wescam, Newco or any other Subsidiary of
Wescam shall be cancelled and retired, and no stock of Wescam or other
consideration shall be delivered in exchange therefore and all rights in respect
thereof shall cease to exist without any conversion thereof or payment
therefore. In this Merger Agreement, a "Subsidiary" of a Person means, at any
time, any corporation or other Person, if at such time the first mentioned
Person owns, directly or indirectly, securities or other ownership interests in
such corporation or other Person, having ordinary voting power to elect a
majority of the board of directors or persons performing similar functions for
such corporation or other Person. In this Merger Agreement, a "Person" means an
individual, partnership, corporation, trust, unincorporated association, limited
liability company, joint venture or other entity or governmental body,
authority, agency or entity.
(c) Conversion of Company Common Stock. At the Effective Date,
each of the issued and outstanding shares of Company Common Stock (other than
shares to be cancelled pursuant to Section 3.1(b) and shares, if any, held by
persons exercising dissenters' rights in accordance with Chapter 13 of the GCL
("Dissenting Shares")), automatically and without any action on the part of the
holders thereof, shall cease to be outstanding and shall be converted into the
right to receive after the Effective Date such share's ratable portion of (i)
555,555 common shares of Wescam ("Wescam Common Shares") (approximately 0.028
Wescam Common Shares per share of Company Common Stock), (ii) 1,388,888 common
shares of Jefferson Partners Capital Incorporated, an Ontario corporation
("Jefferson Common Shares" and together with the Wescam Common Shares, the
"Common Shares") (approximately 0.071 Jefferson Common Shares per share of
Company Common Stock), and (iii) at such time as such proceeds are actually
received by Company, an amount equal to 50% of the Net Proceeds of Sale,
calculated as follows:
The amount received or deemed (as described below) to be
received on the sale of the Actuator Business (which is defined as the
business presently carried on by Company consisting of the design
services, prototype development and production of actuators and related
mechanical devices used in missiles and other projectiles in the
defense industry but not including the electro-optics products or
services of Company) less:
(1) the face amount of the Actuator Liabilities (which are
defined as all liabilities of or pertaining to the Actuator Business
accruing from time to time on or after August 18, 1995) as at the date
of sale except liabilities not otherwise assumed by the purchaser of
the Actuator Business;
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(2) all federal, state and local taxes paid or payable whether
on account of income or sales taxes paid or payable on the sale of die
Actuator Business by Company;
(3) any and all third party coats reasonably incurred by
Company in connection with the sale of the Company business including
commissions and legal fees; and
(4) the amount of a reasonable reserve on account of any
liabilities, claims or losses arising by reason of a breach of any
representation or warranty granted by Company in connection with the
sale of the Actuator Business.
An amount shall be deemed received for purposes of the
definition of Net Proceeds of Sale under the following circus:
If the Actuator Business has not been sold by Company
on or before April 30, 2000, Company shall have the right at any time
thereafter to offer to sell the Actuator Business to Al Voigt, Judy
Voigt, John Speicher, Gene Langworthy and Ed Levine (the
"Shareholders") at a price (which shall be payable in cash at the
closing) and on other tams as Company may specify. Such offer shall be
open for acceptance for a period of 60 days. If one or more of the
Shareholders elects to purchase his or its pro rata proportion of the
Actuator Business and one or more of the Shareholders declines to elect
to so purchase, the Shareholders electing to so purchase shall have a
further right and option, exercisable by notice in writing within 30
days of being notified by Company that one or more of the Shareholders
has declined to so purchase, to purchase the pro rata proportion of the
Actuator Business which no Shareholder has elected to purchase.
Notwithstanding that one or more Shareholders has elected to purchase
from Company a pro rata proportion of the Actuator Business, the right
of any of the Shareholders to acquire the Actuator Business shall be
null and void and, for purposes of entitlement to Net Proceeds of Sale,
the Actuator Business shall be deemed to have been sold in cash at the
price specified in the offer of Company.
If the Actuator Business has not been sold by Company
on or before April 30, 2000, the Shareholders pro rata or such fewer
number of Shareholders who have the unanimous consent of all of the
Shareholders to make the offer contemplated in this paragraph (such
Shareholders making the offer being herein referee to as the "Offering
Shareholders") shall have the right at any time thereafter to offer to
purchase the Actuator Business from Company on terms and conditions set
forth immediately below. Such offer shall be open for acceptance for 60
days. If Company accepts the offer within such 60 day period, the offer
of the Offering Shareholders shall be completed by Company and the
Shareholders in accordance with its terms. If the offer of the Offering
Shareholders is not accepted, for purposes of entitlement to Net
Proceeds of Sale, the Actuator Business shall be deemed to have been
sold at the price specified in the offer of the Offering Shareholders.
Terms:
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a. the purchase price shall be paid in cash or
by bank draft on closing;
b. the closing shall occur not more than 90 days
following the acceptance of the offer;
c. the offer shall provide for the assumption by
the Shareholders of the Actuator Liabilities and the Shareholders shall
jointly and severally indemnify Company from any claims in respect
thereof or provide security therefor acceptable to Company acting
reasonably;
d. Company shall be released from any guarantees
which it has with respect to indebtedness which comprises a portion of
the Actuator Liabilities;
e. Company shall only represent and warrant the
nature and extent of and title to the assets of the Actuator Business,
its power and authority to convey the Actuator Business, that the
financial statements most recently prepared present fairly the assets
and liabilities of the Actuator Business and the results of its
operations, that since the date of the last financial statement, and
the business has been carried on in the ordinary course of business;
and
f. Company shall undertake not to compete with
the Actuator Business pursuant to an agreement substantially similar to
the non-competition agreements entered into by Voigt and Speicher.
For purposes of determining the time of receipt of Net
Proceeds of Sale, in the case of consideration paid for the Actuator
Business otherwise than in cash, Net Proceeds of Sale shall only be
deemed to be received once the non-cash consideration is converted into
cash, which, in the event the non-cash consideration is not divisible,
shall occur as soon as Company has converted it into cash or, if such
is not possible within 30 days after receipt thereof Company shall have
such non-cash consideration valued by a third-party appraiser and the
amount of the appraisal shall be considered to be cash for purposes of
determining the amount to be received by the shareholders. In the event
that the non-cash consideration is divisible in half such that 50% of
the non-cash consideration could be dealt with separately, Company
shareholders holding more than 50% of the Company Common Stock
immediately prior to the Merger (the "Company Shareholders") shall be
entitled to direct how the divisible 50% of the non-cash consideration
is to be converted to cash.
If there is a dispute or advice is required as to the
calculation or allocation of Net Proceeds of Sale or as to the timing
of the receipt thereof, the dispute shall be revolved by a firm of
chartered accountants (who may be Wescam's auditors) appointed by
Wescam and acceptable to the Company Shareholders. Such chartered
accountants shall have for such purposes access to all necessary
records of Company and such resolution shall be binding upon Wescam,
and the Company Shareholders.
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In the event a reserve is taken in the calculation of Net
Proceeds of Sale as contemplated by the definition thereof, 50% of the
remaining amount of such reserve, if any, shall be distributed to the
Company Shareholders pro rata or in such other proportions as they may
unanimously direct in writing, following the termination of survival of
such representations and warranties in respect of which the reserve has
been taken.
The foregoing subsections (i), (ii) and (iii) collectively, are
referred to herein as the "Merger Consideration". All such shares of any Company
Common Stock, when so converted, shall no longer be outstanding and shall
automatically be cancelled and retired and shall cease to exist, and each holder
of a certificate representing any such shares shall cease to have any rights
with respect thereto, except the right to receive the consideration provided in
this Section 3.1(c) to be issued or paid in consideration therefor upon the
surrender of such certificate in accordance with the Agreement, without
interest.
(d) Dissenters' Rights. If holders of Company Common Stock are
entitled to dissenters' rights in connection with due Merger under Chapter 13 of
the GCL, any Dissenting Shares shall not be converted into the Manger
Consideration, but shall be converted into the right to receive such
consideration as may be determined to be due with respect to such Dissenting
Shares pursuant to the laws of the State of California.
(e) Fractional Shares. No certificate or scrip representing
fractional Common Shares shall be issued upon the surrender for exchange of
certificates representing Company Common Stock, and such fractional share
interests will not entitle the owner thereof to vote or to enjoy any other
rights of a shareholder of Wescam or Jefferson.
3.2 No Further Ownership Rights In Company Common Stock. All Common
Shares issued upon the surrender for exchange of shares of Company Common Stock
in accordance with the terms hereof shall be deemed to have been issued in full
satisfaction of all rights pertaining to such shares of Company Common Stock,
subject, however, to due Surviving Corporation's obligation to pay any dividends
or make any other distributions with a record date prior to the Effective Date
which may have been declared or made by Company on such shares of Company Common
Stock in accordance with the terms of this Merger Agreement and the Agreement or
prior to the date hereof and which remain unpaid at the Effective Date, and
there shall be no further registration of transfers on the stock transfer books
of the Surviving Corporation or its transfer agent of the shares of Company
Compare Stock which were outstanding immediately prior to the Effective Date.
If, after the Effective Date, certificates representing Company Common Stock are
presented to the Surviving Corporation for any reason, they shall be cancelled
and exchanged as provided in this Article III.
ARTICLE IV
TERMINATION
4.1 Termination by Manual Agreement. Notwithstanding the approval of
this Merger Agreement by the shareholders of Company and Newco, this Merger
Agreement may be
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terminated at any time prior to the Effective Date by mutual agreement of the
Boards of Directors of Company and Newco.
4.2 Termination of Agreement ad Plan of Merger. Notwithstanding the
approval of this Merger Agreement by the shareholders of Company and Newco, this
Merger Agreement shall terminate forthwith in the event that the Agreement shall
be terminated as therein provided.
4.3 Effects of Termination. In the event of the termination of this
Merger Agreement, this Merger Agreement shall forthwith become void and there
shall be no liability on the part of either Company or Newco or their respective
officers or directors, except as otherwise provided in the Agreement.
ARTICLE V
GENERAL PROVISIONS
5.1 Amendment. This Merger Agreement may be amended by the parties
hereto any time before or after approval hereof by the shareholders of Company
and Newco, but, after such approval, no amendment shall be made which by law
requires the further approval of such shareholders without obtaining such
approval. This Merger Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.
5.2 Counterparts. This Merger Agreement may be executed in one or mare
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one agreement.
5.3 Interpretation. The headings contained in this Merger Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Merger Agreement.
5.4 Miscellaneous. This Merger Agreement, (a) together with the
Agreement, constitutes the entire agreement of the parties and supersedes all
other prior agreements and understandings, both written and oral, among the
parties, or any of then, with respect to the subject matter hereof; (b) is not
intended to confer upon any other person any rights or remedies hereunder; and
(c) shall be governed in all respects, including as to validity, interpretation
and effect, by the laws of the State of California (without giving effect to the
provisions thereof relating to conflicts of law).
5.5 Parties in Interest. This Merger Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this Merger
Agreement, expressed or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this Merger
Agreement.
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IN WITNESS WHEREOF, the parties have each caused this Merger Agreement
to be signed by their respective officers thereunto duly authorized as of the
date first written above.
JEFFERSON ACQUISITION CORPORATION
BY: /s/ Mark Chamberlain
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MARK CHAMBERLAIN
JEFFERSON ACQUISITION CORPORATION CHAIRMAN OF THE BOARD
By: /s/ J. Douglas Smith
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J. Douglas Smith, President
and Secretary
VERSATRON CORPORATION
BY: /s/ Eugene Langworthy
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EUGENE LANGWORTHY
PRESIDENT
VERSATRON CORPORATION
By: /s/ Judy Voigt
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Judy Voigt, Secretary
By: /s/ Stan Mead
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Stan Mead, Chief Financial Officer
and Assistant Secretary
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CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned hereby certify as follows:
1. They are the President, the Secretary and the Chief Financial
Officer and Assistant Secretary, respectively, of Versatron Corporation, a
California corporation ("Corporation").
2. The Agreement of Merger in the form attached was duly approved by
the board of directors and shareholders of Corporation.
3. The shareholder approval was obtained at a meeting of shareholders
held at 10:00a.m. on December 11, 1995 at Corporation's corporate headquarters
in Healdsburg, California at which time the Agreement of Merger was approved by
the holders of outstanding shares of Corporation having an aggregate number of
votes which equaled or exceeded the number of votes required for approval of the
Agreement of Merger.
4. Corporation has only me class of shares outstanding and entitled to
vote, and the number of shares outstanding is 19,694,632. The percentage vote of
such class required to approve such Agreement of Merger is 50 plus one vote.
/s/ Eugene Langworthy /s/ Judy Voigt
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Eugene Langworthy, President Judy Voigt, Secretary
/s/ Stan Mead
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Stan Mead, Chief Financial Officer
and Assistant Secretary
The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Executed at Healdsburg, California, on December 21, 1995.
/s/ Eugene Langworthy /s/ Judy Voigt
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Eugene Langworthy, President Judy Voigt, Secretary
/s/ Stan Mead
-----------------------------------
Stan Mead, Chief Financial Officer
and Assistant Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
The undersigned hereby certify as follows:
1. They are the Chairman of the Hoard and the President and Secretary,
respectively, of Jefferson Acquisition Corporation, a California corporation
(the "Corporation").
2. The Agreement of Merger in the form attached was duly approved by
the board of directors and shareholders of the Corporation.
3. The shareholder approval was by the holder of one hundred percent
(100%) of the outstanding shares of the Corporation.
4. The Corporation has only one class of shares and the number of
shares outstanding is 1000.
5. No vote of the shareholders of Wescam Inc., the parent corporation
of the Corporation, was required to approve the Agreement of Merger.
/s/ Mark Chamberlain
---------------------------------------------
Mark Chamberlain, Chairman of the Board
/s/ J. Douglas Smith
---------------------------------------------
J. Douglas Smith, President and Secretary
The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Executed at Flamborough, Ontario, on December 21, 1995.
--
/s/ Mark Chamberlain
---------------------------------------------
Mark Chamberlain, Chairman of the Board
Executed at Healdsburg, California, on December 21, 1995.
--
/s/ J. Douglas Smith
---------------------------------------------
J. Douglas Smith, President and Secretary