Exhibit 3.13
ARTICLES OF INCORPORATION
OF
STORM INTEGRATION, INC.,
I
The name of this corporation is STORM INTEGRATION, INC.
II
This corporation is a close corporation. All of the corporation's
issued shares of all classes shall be held of record by not more than
thirty-five (35) persons.
III
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.
IV
The name and address in the State of California of this corporation's
initial agent for service of process is:
RICHARD GRICH, JR.
1912 MAGDALENA CIRCLE, NUMBER 98
SANTA CLARA, CALIFORNIA 95051
V
This corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized to
issue is one million (1,000,000).
VI
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
VII
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code), for breach of duty
to the corporation and its stockholders through bylaw provisions, through
agreements with the agents, or otherwise, in excess of that otherwise permitted
by Section 317 of the California Corporations Code, subject to the limits on
such excess indemnification set forth in Section 204 of the California
Corporations Code.
Dated: January 11, 1991
/s/ Richard Grich, Jr.
-------------------------------
RICHARD GRICH, JR.
Incorporator of
STORM INTEGRATION, INC.
2
CERTIFICATE OF AMENDMENT OF
THE ARTICLES OF INCORPORATION OF
STORM INTEGRATION, INC.
a California corporation
Richard J. Grich, Jr. and Paul G. Fregosi certify that:
1. They are the Vice President and Secretary, respectively, of Storm
Integration, Inc., a California corporation (the "Corporation");
2. ARTICLE V of the Articles of Incorporation of the Corporation is
hereby amended to read in full as follows:
"V. This corporation is authorized to issue only one class of
shares of stock; and the total number of shares which this
corporation is authorized to issue is two million five hundred
thousand (2,500,000). Upon the amendment of this article to read as
herein set forth, each outstanding share is split up and converted
into two and one-half (2-1/2) shares.
The shares of the Corporation may be issued from time to time in
two series designated, respectively, Voting, of which the Corporation
is authorized to issue seven hundred fifty thousand (750,000) shares
and Non-Voting, of which the Corporation is authorized to issue one
million seven hundred fifty thousand (1,750,000) shares. The rights,
preferences, privileges and restrictions of the Voting and Non-Voting
Common Stock shall be equal and identical in all respects except
that, unless otherwise provided by law, the holders of shares of
Voting Common Stock shall have and possess the exclusive right to
notice of shareholders' meetings and the exclusive voting rights and
power, and "the holders of Non-Voting Common Stock shall not be
entitled to notice of any shareholders' meetings or to vote upon the
election of directors or upon any other matters."
3. The foregoing amendment to the Articles of Incorporation of the
Corporation has been duly approved by the Board of Directors of the
Corporation.
4. The foregoing amendment to the Articles of Incorporation of the
Corporation has been duly approved by the required vote of the shareholders of
the Corporation in accordance with Section 902 of the California Corporations
Code. The total number of outstanding shares of the Corporation is 80,000
shares of common stock. The number of shares voting in favor of the amendment
equalled or exceeded the vote required. The percentage vote required was more
than 50% of the outstanding stock of the Corporation.
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 or our own knowledge.
Executed at Palo Alto, California this 3rd day of June, 1992.
/s/ Richard J. Grich, Jr.
------------------------------
Richard J. Grich, Jr.,
Vice President
/s/ Paul G. Fregosi
--------------------
Paul G. Fregosi, Secretary
CERTIFICATE OF AMENDMENT OF
THE ARTICLES OF INCORPORATION OF
STORM INTEGRATION, INC.
Chris R. Bourassa and Richard J. Grich, Jr. certify that:
1. They are the President and Secretary, respectively, of STORM
INTEGRATION, INC., a California corporation (the "Corporation");
2. ARTICLE V of the Articles of Incorporation of the Corporation is
hereby amended to read in full as follows:
"V. This Corporation is authorized to issue only one class of shares
of stock; and the total number of shares which this Corporation is authorized
to issue is fifty million (50,000,000) shares of Voting Common Stock. Upon the
filing of the Amendment to this article to read as herein set forth, each share
of Non-Voting Common Stock shall automatically be converted into one share of
Voting Common Stock."
3. The foregoing amendment to the Articles of Incorporation of the
Corporation has been duly approved by the Board of Directors of the Corporation.
4. The foregoing amendment to the Articles of Incorporation of the
Corporation has been duly approved by the required vote of the shareholders of
the Corporation in accordance with Section 902 of the California Corporations
Code. The total number of outstanding shares of Voting Stock of the Corporation
is 2,168,809 shares of comon stock. The number of shares voting in favor of the
amendment equalled or exceeded the vote required. The percentage vote required
was more than 50% of the outstanding stock of the Corporation.
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 or our own knowledge.
Executed in San Jose, California this 14th day of December, 1994.
/s/ Chris Bourassa
--------------------
Chris Bourassa
President
/s/ Richard J. Grich, Jr.
------------------------------
Richard J. Grich, Jr.
Secretary
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
STORM INTEGRATION, INC.
Chris R. Bourassa and Richard J. Grich, Jr., certify that:
1. They are the President and the Secretary, respectively, of Storm
Integration, Inc., a California corporation (the "Corporation").
2. ARTICLE I of the Articles of Incorporation is hereby amended to
read in full as follows:
"I
The name of this corporation is Storm Control Systems, Inc."
3. The foregoing amendment to the Articles of Incorporation of the
Corporation has been duly approved by the Corporation's Board of Directors.
4. The foregoing amendment to the Articles of Incorporation of the
Corporation has been duly approved by the required vote of the shareholders of
the Corporation in accordance with Section 902 of the California Corporations
Code. The total number of outstanding shares of Voting Stock of the Corporation
is 2,414,120 shares of Common Stock. The number of shares voting in favor of
the amendment equaled or exceeded the vote required. The percentage vote
required was more than 50% of the outstanding stock of the Corporation.
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.
Executed at San Jose, California this 5th day of May, 1997.
/s/ Chris Bourassa
--------------------
Chris R. Bourassa, President
/s/ Richard J. Grich, Jr.
--------------------
Richard J. Grich, Jr., Secretary
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
STORM CONTROL SYSTEMS, INC.
Chris R. Bourassa and Richard J. Grich, Jr., certify that:
1. They are the President and the Secretary, respectively, of Storm
Control Systems, Inc., a California corporation (the "Corporation").
2. ARTICLE II of the Articles of Incorporation is hereby amended by
deleting it in its entirety.
3. The foregoing amendment to the Articles of Incorporation of the
Corporation has been duly approved by the Corporation's Board of Directors.
4. The foregoing amendment to the Articles of Incorporation of the
Corporation has been duly approved by the required vote of the shareholders of
the Corporation in accordance with Sections 158 and 902 of the California
Corporations Code. The total number of outstanding shares of Voting Stock of
the Corporation is 3,554,723 shares of Common Stock. The number of shares
voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 66 2/3% of the outstanding stock of the
Corporation.
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.
Executed at Herndon, VA this 21st day of August, 1998.
/s/ Chris R. Bourassa
--------------------
Chris R. Bourassa, President
/s/ Richard J. Grich, Jr.
--------------------
Richard J. Grich, Jr., Secretary
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
STORM CONTROL SYSTEMS, INC.
Christoper C. Cambria certifies that:
1. He is the Vice President and Secretary of Storm Control Systems,
Inc., a California corporation.
2. Article I is amended to read as follows:
"I.
The name of this corporation is L-3 Communications Storm
Control Systems, Inc."
3. The foregoing amendment of the Articles of Incorporation has been
duly approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the General Corporation Law of the State of California. The total number of
outstanding shares of the corporation is 3,554,723. The number of shares voting
in favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50%.
I 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 my own knowledge.
Date: December 9, 1998
/s/ Christopher C. Cambria
-----------------------------
Christopher C. Cambria,
Vice President and Secretary