Exhibit 3.11
RESTATED CERTIFICATE OF
INCORPORATION
OF
ELECTRONIC SPACE SYSTEMS
CORPORATION
Electronic Space Systems Corporation, originally incorporated as
Electronic Space Structures Corporation on July 5, 1961, a corporation
organized and existing under the General Corporation Law of the State of
Delaware hereby certifies that its Board of Directors, by unanimous written
consent of its members filed with the minutes of the Board, duly adopted a
Restated Certificate of Incorporation in accordance with the provisions of
Section 245 of the General Corporation Law, effective June 1, 1982, which only
restates and integrates and does not further amend the provisions of the
corporation's Certificate of Incorporation as heretofore amended or
supplemented, there being no discrepancies between those provisions and the
provisions of this restated certificate.
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We, the undersigned, for the purpose of associating to establish a
corporation for the transaction of the business and the promotion and conduct
of the objects and purposes hereinafter stated, under the provisions and
subject to the requirements of the laws of the State of Delaware (particularly
Chapter 1, Title 8 of the 1953 Delaware Code and the acts amendatory thereof
and supplemental thereto, and known as the "General Corporation Law of the
State of Delaware"), do make and file this Certificate of Incorporation in
writing and do hereby certify as follows, to wit:
FIRST: The name of the corporation (hereinafter called the corporation)
is
ELECTRONIC SPACE SYSTEMS CORPORATION
SECOND: The respective names of the County and of the City within the
County in which the principal office of the corporation is to be located in the
State of Delaware are the County of New Castle and the City of Wilmington. The
name of the registered agent of the corporation is The Corporation Trust
Company. The street and number of said registered office and the address by
street and number of said registered agent is 100 West Tenth Street,
Wilmington, Delaware.
THIRD: The nature of the business of the corporation and the objects
or purposes to be transacted, promoted or carried on by it are as follows:
To conduct research with respect to, design, manufacture, sell and
otherwise deal with antennas, antenna systems, radomes, hardened
structures to resist the effect of blast from nuclear explosion and
fallout, structures for industrial and resident use, electrical,
mechanical, electro-mechanical and electronic equipment, machinery and
components.
To endorse, assume and/or guarantee, as accommodation endorser,
guarantor or otherwise, the performance and/or payment of any leases,
contracts, notes, debentures, mortgages or other evidences of indebtedness
or obligations of any person, partnership, corporation, firm or
association or other parties, whether or not the corporation has a direct
or indirect interest in the subject matter with respect to which such
leases, contracts, notes, debentures or other evidences of indebtedness
are being executed or issued and/or in the obligors or makers of such
leases, contracts, notes, debentures or any other parties thereto.
To acquire by purchase, exchange, concession, easement, contract,
lease or otherwise, to hold, own, use, control, manage, improve, maintain
and develop, to mortgage, pledge, grant, sell, convey, exchange, assign,
divide, lease, sublease, or otherwise encumber and dispose of, and to deal
and trade in, real estate improved or unimproved, lands, leaseholds,
options, concessions, easements, tenements, hereditaments and interests in
real, mixed, and personal property, of every kind and description
wheresoever situated, and any and all rights therein.
To manufacture, process, purchase, sell and generally to trade
and deal in and with goods, wares and merchandise of every kind,
nature and description, and to engage and participate in any
mercantile, industrial or trading business of any kind or character
whatsoever.
To apply for, register, obtain, purchase, lease, take licenses
in respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and immunities in
respect of, manufacture under and to introduce, sell, assign,
mortgage, pledge or otherwise dispose of, and, in any manner deal
with and contract with reference to:
(a) inventions, devices, formulae, processes and any improvements
and modifications thereof;
(b) letters patent, patent rights, patented processes, copyrights,
designs, and similar rights, trade-marks, trade symbols and
other indications of origin, and ownership granted by or
recognized under the laws of the United States of America or of
any state or subdivision thereof, or of any foreign country or
subdivision thereof, and all rights connected therewith or
appertaining thereunto;
(c) franchises, licenses, grants and concessions,
To purchase or otherwise acquire, and to hold, mortgage, pledge,
sell, exchange or otherwise dispose of, securities (which term, for
the purpose of this Article THIRD, includes, without limitation of
the generality thereof, any shares of stock, bonds, debentures,
notes, mortgages, or other obligations, and any certificates,
receipts or other instruments representing rights to receive,
purchase or subscribe for the same, or representing any other rights
or interests therein or in any property or assets) created or issued
by any persons, firms, associations, corporations, or governments or
subdivisions thereof; to make payment therefor in any lawful manner;
and to exercise, as owner or holder of any securities, any and all
rights, powers and privileges in respect thereof.
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To make, enter into, perform and carry out contracts of every
kind and description with any person, firm, association, corporation
or government or subdivision thereof.
To acquire by purchase, exchange or otherwise, all, or any part
of, or any interest in, the properties, assets, business and good
will of any one or more persons, firms, associations or corporations
heretofore or hereafter engaged in any business for which a
corporation may now or hereafter be organized under the laws of the
State of Delaware; to pay for the same, in cash, property or its own
or other securities; to hold, operate, reorganize, liquidate, sell or
in any manner dispose of the whole or any part thereof; and in
connection therewith, to assume or guarantee performance of any
liabilities, obligations or contracts of such persons, firms,
associations or corporations, and to conduct the whole or any part of
any business thus acquired.
To lend its uninvested funds from time to time to such extent,
to such persons, firms, associations, corporations, governments or
subdivisions thereof, and on such terms and on such security, if any,
as the Board of Directors of the corporation may determine.
To endorse or guarantee the payment of principal, interest or
dividends upon, and to guarantee the performance of sinking fund or
other obligations of, any securities, and to guarantee in any way
permitted by law the performance of any of the contracts or other
undertakings in which the corporation may otherwise be or become
interested, of any person, firm, association, corporation, government
or subdivision thereof, or of any other combination, organization or
entity whatsoever.
To borrow money for any of the purposes of the corporation, from
time to time, and without limit as to amount; from time to time to
issue and sell its own securities in such amounts, on such terms and
conditions, for such purposes and for such prices, now or hereafter
permitted by the laws of the State of Delaware and by this
Certificate of Incorporation, as the Board of Directors of the
corporation may determine; and to secure such securities by mortgage
upon, or the pledge of, or the conveyance or assignment in trust of,
the whole or any part of the properties, assets, business and good
will of the corporation, then owned or thereafter acquired,
To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments and
evidences of indebtedness whether secured by mortgage or otherwise,
as well as to secure the same by mortgage or otherwise, so far as may
be permitted by the laws of the State of Delaware.
To purchase, hold, cancel, reissue, sell, exchange, transfer or
otherwise deal in its own securities from time to time to such an
extent and in such manner and upon such terms as the Board of
Directors of the corporation shall determine; provided that the
corporation shall
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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 to the extent permitted by law; and provided further that
shares of its own capital stock belonging to the corporation shall
not be voted upon directly or indirectly.
To organize or cause to be organized under the laws of the State
of Delaware, or of any other State of the United States of America,
or of the District of Columbia, or of any territory, dependency,
colony or possession of the United States of America, or of any
foreign country, a corporation or corporations for the purpose of
transacting, promoting or carrying on any or all of the objects or
purposes for which corporations may be organized, and to dissolve,
wind up, liquidate, merge or consolidate any such corporation or
corporations or to cause the same to be dissolved, wound up,
liquidated, merged or consolidated.
To conduct its business in any and all of its branches and
maintain offices both within and without the State of Delaware, in
any and all States of the United States of America, in the District
of Columbia, in any or all territories, dependencies, colonies or
possessions of the United States of America, and in foreign
countries,
To carry out all or any part of the foregoing objects and
purposes in any and all parts of the world and to conduct business in
all or any of its branches as principal, factor, agent, contractor or
otherwise, either alone or through or in conjunction with any
corporations, associations, partnerships, firms, trustees,
syndicates, individuals, organizations and other entities located in
or organized under the laws of any part of the world, and, in
carrying out, conducting or performing its business and attaining or
furthering any of its objects and purposes, to maintain offices,
branches and agencies in any part of the world, to make and perform
any contracts and to do any acts and things, and to carry on, any
business, and to exercise any powers suitable, convenient or proper
for the accomplishment of any of the objects and purposes herein
specified or which at any time may appear conducive to or expedient
for the accomplishment of any of such objects and purposes and which
might be engaged in or carried on by a corporation formed under the
General Corporation Law and to have and exercise all of the powers
conferred by the laws of the State of Delaware upon corporations
formed under the General Corporation Law.
The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of the corporation, and
the purposes and powers herein specified shall, except when otherwise provided
in this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
Certificate of Incorporation; provided, that the corporation shall not carry on
any business or exercise any power in the State of Delaware or in any state,
territory, or country which under the laws thereof the corporation may not
lawfully carry on or exercise.
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FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is Five Hundred and Seven Thousand
(507,000) of which Five Hundred Thousand (500 000) shares shall be of a class
designated Common Stock and have a par value of Twenty Cents ($.20) each; and
seven thousand (7,000) shares shall be of a class designated Series Preferred
Stock and have a par value of One Hundred ($100) Dollars.
Section A; Provisions Relating to Series Preferred Stock
The Series Preferred Stock may be issued from time to time in one or
more series with such distinctive serial designations, at such price or
prices and for such other consideration, and with such preferences, rights
and privileges and subject to such qualifications, limitations and
restrictions, as shall be determined and fixed by the Board of Directors
as hereinafter provided in this Section A. All the shares of any one
series shall be alike in every particular. In no event shall any share of
any series be entitled to more than one vote.
The Board of Directors is hereby expressly empowered to determine and
fix by resolution or resolutions providing for the issuance of such
series:
(i) The number of shares to constitute each such series and the
designation thereof:
(ii) Whether or not the shares of such series shall be entitled to
receive notice of Shareholders' meetings, and the voting powers, full,
limited or contingent, if any, to which holders of shares of any series
shall be entitled;
(iii) The dividend rate or rates, the conditions and dates upon which
such dividends shall be payable, the relation which such dividends shall
bear to the dividends payable on any other class or classes or series of
stock, and whether such dividends shall be cumulative or noncumulative;
(iv) Whether or not the shares of such series shall be redeemable
and, if redeemable, the redemption price and the terms and conditions
thereof;
(v) The amount, if any, which the shares of any such series shall be
entitled to receive in the event of any liquidation, dissolution or
winding up of the affairs of the corporation, whether voluntary or
involuntary or of any proceedings resulting in any distribution of all or
substantially all, of its assets to its stockholders;
(vi) Whether or not the shares of such series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares and, if such funds are established, the annual
amount thereof and the terms and provisions relative to the operation
thereof;
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(vii) Whether or not the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes or of any
other series of the same or any other class of stock of the corporation,
and, if convertible or exchangeable, the conversion price or prices or
rate or rates of conversion or exchange and such other terms and
conditions of conversion or exchange as shall be stated in said resolution
or resolutions, and
(viii) Such other designations, preferences, and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions thereof as it may deem advisable and as shall
be stated in said resolution or resolutions.
Section B. Provisions Relating to Common and Series Preferred Stock
(i) Fully Paid and Non-Assessable: Any and all shares of capital
stock issued, and for which the full consideration has been paid or
delivered, shall be deemed fully paid stock and the holder of such shares
shall not be liable for any further call or assessment or any other
payment thereon.
(ii) Denial of Pre-emptive Rights: No holder of any of the shares of
capital stock of the corporation shall be entitled as of right to purchase
or subscribe for any unissued stock of any existing class or any new or
additional shares of any class to be issued by reason of any increase of
the authorized capital stock of the corporation of any class, or bonds,
certificates of indebtedness, debentures or other securities convertible
into stock of the corporation, or carrying any right to purchase stock of
any class, but any such unissued stock, or such new or additional
authorized issue of any stock or of other securities convertible into
stock, or carrying any right to purchase stock, may be issued and disposed
of pursuant to resolution of the Board of Directors to such persons,
firms, corporations or associations and upon such terms as may be deemed
advisable by the Board of Directors in the exercise of its discretion.
(iii) The holders of Common Stock issued and outstanding, except
where otherwise provided by law or by these Articles of Incorporation
shall have and possess the exclusive right to notice of Shareholders'
meetings and the exclusive voting rights and powers, and the holders of
shares of the Series Preferred Stock shall not have any voting rights or
be entitled to receive any notice of meetings of Stockholders, except
where such notice or vote is required by the laws of the State of Delaware
or by a resolution of the Board of Directors expressly providing for such
notice of Shareholders' meetings and such voting rights.
FIFTH: The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars.
SIXTH: The names and places of residence of each of the incorporators
are as follows:
NAME PLACE OF RESIDENCE
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R. G. Dickerson Dover, Delaware
J. A. Kent Dover, Delaware
Z. A. Pool, III Dover, Delaware
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SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The private property of the stockholders of the corporation
shall not be subject to the payment of corporate debts to any extent whatever.
NINTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and
regulation of the powers of the corporation and of its directors and
stockholders, it is further provided:
1. The number of directors of the corporation shall be as specified
in the By-Laws of the corporation but such number may from time to time be
increased or decreased in such manner as may be prescribed by the By-Laws.
In no event shall the number of directors be less than three. The election
of directors need not be by ballot. Directors need not be stockholders.
2. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered:
(a) To make, alter, amend, and repeal By-Laws, subject to the power
of the stockholders to alter or repeal the By-Laws made by the Board of
Directors.
(b) Subject to the applicable provisions of the By-Laws then in
effect, to determine, from time to time, whether and to what extent and at
what times and places and under what conditions and regulations the
accounts and books of the corporation, or any of them, shall be open to
the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the corporation,
except as conferred by the laws of the State of Delaware, unless and until
authorized so to do by resolution of the Board of Directors or of the
stockholders of the corporation.
(c) Without the assent or vote of the stockholders, to authorize and
issue obligations of the corporation, secured or unsecured, to include
therein such provisions as to redeemability, convertibility or otherwise,
as the Board of Directors, in its sole discretion, may determine, and to
authorize the mortgaging or pledging, as security therefor, of any
property of the corporation, real or personal, including after-acquired
property.
(d) To establish bonus, profit-sharing or other types of incentive or
compensation plans for the employees (including officers and directors) of
the corporation and to fix the amount of profits to be distributed or
shared and to determine the persons to participate in any such plans and
the amounts of their respective participations.
In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon it, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, subject, nevertheless, to the provisions of the laws of the State
of Delaware, of the Certificate of Incorporation and of the By-Laws of the
corporation.
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3. Any director or any officer elected or appointed by the
stockholders or by the Board of Directors may be removed at any time in
such manner as shall be provided in the By-Laws of the corporation.
4. In the absence of fraud, no contract or other transaction between
the corporation and any other corporation, and no act of the corporation,
shall in any way be affected or invalidated by the fact that any of the
directors of the corporation are pecuniarily or otherwise interested in,
or are directors or officers of, such other corporation; and, in the
absence of fraud, any director, individually, or any firm of which any
director may be a member, may be a party to, or may be pecuniarily or
otherwise interested in, any contract or transaction of the corporation;
provided, in any case, that the fact that he or such firm is so interested
shall be disclosed or shall have been known to the Board of Directors or a
majority thereof; and any director of the corporation who is also a
director or officer of any such other corporation, or who is also
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the corporation which shall authorize
any such contract, act or transaction and may vote thereat to authorize
any such contract, act or transaction, with like force and effect as if he
were not such director or officer of such other corporation, or not so
interested.
5. Any contract, act or transaction of the corporation or of the
directors may be ratified by a vote of a majority of the shares having
voting powers at any meeting of stockholders, or at any special meeting
called for such purpose, and such ratification shall, so far as permitted
by law and by this Certificate of Incorporation, be as valid and as
binding as though ratified by every stockholder of the corporation.
TENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article TENTH.
IN WITNESS WHEREOF, said Electronic Space Systems Corporation has
caused this certificate to be signed by ALBERT COHEN, its President and
attested by STEVEN R. SCHEFF, its Secretary this 18th day of June, 1982.
BY: /s/ Albert Cohen
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President
ATTEST: [SEAL]
BY: /s/ Steven R. Scheff
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Secretary
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ELECTRONIC SPACE SYSTEMS CORPORATION
ELECTRONIC SPACE SYSTEMS CORPORATION, originally incorporated as
Electronic Space Structures Corporation on July 5, 1961, a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:
The amendment set forth below to the Corporation's Restated
Certificate of Incorporation, was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:
Article NINTH is amended by the addition of a new Paragraph 6 to read
in its entirety:
6. No director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law (i) for 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) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director
derived an improper personal benefit. No amendment to or repeal of this
paragraph shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
IN WITNESS WHEREOF, ELECTRONIC SPACE SYSTEMS CORPORATION has caused
this Certificate to be signed and attested by its duly authorized officers,
this 16th day of February, 1989.
ELECTRONIC SPACE SYSTEMS CORPORATION
By: /s/ Steven R. Scheff
---------------------------------
President
ATTEST:
/s/ Charles R. Harking
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Secretary
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
ELECTRONIC SPACE SYSTEMS CORPORATION
(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)
-------------------------------------
The undersigned, desiring to amend the certificate of incorporation of
a Delaware corporation under the provisions of the General Corporation Law of
the State of Delaware (the "GCL"), hereby certifies as follows:
1. The name of the corporation is: ELECTRONIC SPACE SYSTEMS
CORPORATION (the "Corporation").
2. Article "FIRST" of the certificate of incorporation of the
Corporation is hereby amended to change the name of the Corporation from
"ELECTRONIC SPACE SYSTEMS CORPORATION" to "L-3 COMMUNICATIONS ESSCO, INC.",
said Article "FIRST" to read in its entirety as follows:
"FIRST: The name of the corporation is: L-3 COMMUNICATIONS ESSCO, INC.
(the "Corporation").
3. The amendment herein certified has been duly adopted in accordance
with Section 242 of the GCL.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed in its name by its officer as of the 8th day of December, 1998.
ELECTRONIC SPACE SYSTEMS CORPORATION
By: /s/ Christopher C. Cambria
------------------------------------
Christopher C. Cambria
Vice President
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