Exhibit 3.25
CERTIFICATE OF INCORPORATION
OF
PTS, INC.
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
PTS, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 900 Market Street, Suite 209, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is
Delaware Trust Capital Management Incorporated.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of all classes of shares within the
Corporation shall have authority to issue is one thousand (1,000) shares of
common stock with a par value of $.01 per share.
No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase or receive any share of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the Corporation; provided, however, that in
connection with the issuance or sale of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or
any part thereof, for purchase or subscription by the holders of shares of the
Corporation, except as may otherwise be provided by this Certificate of
Incorporation as from time to time amended.
At all times, each holder of common stock of the Corporation shall be
entitled to one vote for each share of common stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.
FIFTH: The name and address of the Incorporation is a follows:
Eleanor K. Horslay
Latham & Watkins
1001 Pennsylvania Avenue
Suite 1300
Washington D.C. 20004
SIXTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.
SEVENTH: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for the 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 involved 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 an improper personal
benefit.
EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
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NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the law of the State of Delaware. All
rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 7th day of November, 1994.
/s/ Eleanor K . Horsley
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Eleanor K. Horsley
Incorporator
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
PTS, INC,
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, PTS, Inc. (the "Corporation"), a Delaware corporation, hereby
certifies that:
1. The Certificate of Incorporation of the Corporation is hereby
amended by deleting the present Article FIRST and inserting in lieu
thereof a new Article FIRST, as follows;
FIRST: The name of the corporation (hereinafter sometimes referred
to as the "Corporation") is:
Power Paragon, Inc.
2. The Board of Directors of the Corporation, by written consent,
declared the foregoing Amendment advisable and referred it to the
stockholders of the Corporation for a vote and approval; and
3. The sole shareholder of the Corporation, by written consent, has
adopted and approved the foregoing amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and executed in its corporate name by William E. Conway,
Jr., its president, and attested by Allan M. Holt, its secretary, on this 31st
day of January, 1995.
ATTEST: PTS, INC., a Delaware
corporation
/s/ Allan M. Holt By: William E. Conway, Jr.
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Allan M. Holt William E. Conway, Jr.
Secretary President