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Exhibit 3(a)
No. 00343584
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[THE SECRETARY STATE OF MISSOURI
OF STATE SEAL]
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
RESTATED ARTICLES OF INCORPORATION
WHEREAS, ESCO ELECTRONICS CORPORATION a corporation organized and existing under
the General and Business Corporation Law has filed in the office of the
Secretary of State duplicate originals of Restated Articles of Incorporation and
has, in all respects, complied with the requirements of The General and Business
Corporation Law governing Restated Articles of Incorporation:
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, by
virtue of the authority vested in me by law, do hereby certify that said
Restated Articles have, on the date hereof, become effective; that the address
of its Registered Office in Missouri is 8100 W. Florissant Avenue, St. Louis,
Missouri 63136; that its period of existence is perpetual and that the amount
of its authorized shares $600,000.00 dollars, and that said Restated Articles
supercede the original Articles of Incorporation and all amendments thereto.
IN TESTIMONY WHEREOF, I hereunto set my hand and
[THE STATE SEAL affix the GREAT SEAL of the State of Missouri.
OF MISSOURI] Done at the City of Jefferson, this 26th day of
September, Nineteen Hundred and Ninety.
Ray D. Blunt
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Secretary of State
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RESTATED ARTICLES OF INCORPORATION
OF
ESCO ELECTRONICS CORPORATION
ESCO Electronics Corporation, a Missouri corporation, does hereby restate
its Articles of Incorporation as set forth in Exhibit A attached hereto, and
certifies that the Restated Articles of Incorporation correctly set forth,
without change, the corresponding provisions of the Articles of Incorporation
as theretofore amended and that the Restated Articles of Incorporation
supersede the original Articles of Incorporation and all amendments thereto.
The shareholders of the corporation, representing a majority of the
outstanding shares entitled to vote, approved and adopted the above Restated
Articles of Incorporation on behalf of the corporation.
Of the 1000 shares outstanding, 1000 of such shares were entitled to vote
on such amendment. The number of outstanding shares of any class entitled to
vote thereon as a class were as follows:
Number of
Class Outstanding Shares
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Common 1000
The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
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Common 1000 -0-
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IN WITNESS WHEREOF, the undersigned, (Vice) President has executed this
instrument and its (Assistant) Secretary has affixed its corporate seal hereto
and attested said seal on the 23rd day of September, 1990.
CORPORATE ESCO ELECTRONICS CORPORATION
SEAL
ATTEST: BY: /s/ D.R. Perkins
-----------------------------------------
Its: (Vice) President
/s/ ??
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(Assistant) Secretary
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Dawn M. LaBeau, notary public, do hereby certify that on this 25th day
of September, 1990, personally appeared before me D.R. Perkins, who, being by me
first duly sworn, declared that he is the (Vice) President of ESCO Electronics
Corporation, that he signed the foregoing document as (Vice) President of the
corporation, and that the statements therein contained are true.
[SEAL]
/s/ Dawn M. LaBeau
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Notary Public
My Commission Expires:
2-17-92
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DAWN M. LaBEAU FILED AND CERTIFICATE
NOTARY PUBLIC - STATE OF MISSOURI ISSUED
ST. CHARLES COUNTY SEP 26 1990
MY COMMISSION EXPIRES FEB. 17, 1992 ROY D. BLUNT
CORPORATION DEPT. SECRETARY OF STATE
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EXHIBIT A
RESTATED
ARTICLES OF INCORPORATION
OF
ESCO ELECTRONICS CORPORATION
ARTICLE ONE
NAME
The name of the corporation (hereinafter referred to as the "Corporation")
is: ESCO Electronics Corporation.
ARTICLE TWO
REGISTERED OFFICE AND AGENT
The address, including street and number, if any, of the Corporation's
initial registered office in this state is 8100 W. Florissant Avenue, St.
Louis, Missouri 63136. The name of its initial agent at such address is Harley
M. Smith.
ARTICLE THREE
CAPITAL STOCK
A. CLASS AND NUMBER OF SHARES. The aggregate number, class and par value,
if any, of shares which the Corporation shall have authority to issue is
60,000,000 shares,
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consisting of 50,000,000 shares of Common Stock, par value $.01 per share, and
10,000,000 shares of Preferred Stock, par value $.01 per share.
B. VOTING RIGHTS OF THE COMMON STOCK. Each holder of the Common Stock shall
be entitled to one vote per share of Common Stock on all matters to be voted on
by the stockholders.
C. ISSUANCE OF PREFERRED STOCK, RIGHTS AND PREFERENCES THEREOF.
1. The Preferred Stock may be issued from time to time in one or more
series, with such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be
stated in the resolution or resolutions providing for the issuance of such stock
adopted from time to time by the Board of Directors. Without limiting the
generality of the foregoing, in the resolution or resolutions providing for the
issuance of such shares of each particular series of Preferred Stock, subject to
the requirements of the laws of the State of Missouri, the Board of Directors is
also expressly authorized:
(a) To fix the distinctive serial designation of the shares of the
series;
(b) To fix the consideration for which the shares of the series are to
be issued;
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(c) To fix the rate or amount per annum, if any, at which the holders of
the shares of the series shall be entitled to receive dividends, the dates on
which and the conditions under which dividends shall be payable, whether
dividends shall be cumulative or noncumulative, and if cumulative, the date or
dates from which dividends shall be cumulative;
(d) To fix the price or prices at which, the times during which, and the
other terms, if any, upon which the shares of the series may be redeemed;
(e) To fix the rights, if any, which the holders of shares of the series
have in the event of dissolution or upon distribution of the assets of the
Corporation;
(f) From time to time to include additional shares of Preferred Stock
which the Corporation is authorized to issue in the series;
(g) To determine whether or not the shares of the series shall be made
convertible into or exchangeable for other securities of the Corporation,
including shares of the Common Stock of the Corporation or shares of any other
series of the Preferred Stock of the Corporation, now or hereafter authorized,
or any new class of Preferred Stock of the Corporation hereafter authorized,
the price or prices or the rate or rates at which conversion or exchange may be
made, and the terms and conditions upon which the conversion or exchange right
shall be exercised;
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(h) To determine if a sinking fund shall be provided for the purchase or
redemption of shares of the series and, if so, to fix the terms and the amount
or amounts of the sinking fund; and
(i) To fix the other preferences and rights, privileges and restrictions
applicable to the series as may be permitted by law,
ARTICLE FOUR
ADDITIONAL PROVISIONS REGARDING
CERTAIN SHAREHOLDER RIGHTS
A. PREEMPTIVE RIGHTS. All preemptive rights of shareholders are hereby
denied, so that no stock or other security of the Corporation shall carry with
it and no holder or owner of any share or shares of stock or other security or
securities of the corporation shall have any preferential or preemptive right to
acquire additional shares of stock or any other security of the Corporation.
B. CUMULATIVE VOTING. All cumulative voting rights are hereby denied, so
that none of the Common Stock, the Preferred Stock or any other security of the
Corporation shall carry with it and no holder or owner of any Common Stock,
Preferred Stock or any other security shall have any right to cumulative voting
in the election of directors or for any other purpose.
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C. VOTING AGREEMENTS.
1. The foregoing provisions are not intended to modify or prohibit any
provisions of any voting trust or agreement between or among holders or owners
of shares of stock or other securities of the Corporation.
2. For so long as the Trust created pursuant to the Deposit and Trust
Agreement dated as of September 24, 1990 by and among the Corporation, Emerson
Electric Co. and Boatmen's Trust Company, as depositary and trustee thereunder
(the "Trustee"), as amended from time to time (the "Trust Agreement"), is in
existence, the Corporation shall not issue any "Voting Securities" as defined in
the Trust Agreement unless such securities are delivered to the Trustee to be
held and administered as required by the terms of the Trust Agreement.
Notwithstanding any provision to the contrary in these Articles of Incorporation
or the Bylaws of the Corporation, upon the occurrence and during the continuance
of a "Collateralization Default" as defined in the Trust Agreement, and as
permitted by the Trust Agreement, the Trustee may, at any time and from time to
time, exercise any and all rights, powers and privileges which it may have as a
shareholder of the Corporation for the purpose of calling a special meeting of
the shareholders of the Corporation, executing an action by written consent or
taking other appropriate action for the purpose of (a) removing one or more
Directors (including the entire Board of Directors), with or
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without cause, (b) increasing or decreasing the number of Directors comprising
the entire Board of Directors, (c) nominating and electing new Directors,
including filling any vacancy from time to time created, and/or (d) amending
these Articles of Incorporation or the Bylaws of the Corporation to accomplish
any of the foregoing purposes. Notice of any special meeting of shareholders
called for such purpose shall be given by the Corporation as soon as practicable
after call of the meeting by the Trustee, in accordance with all requirements of
law. Such notice need only comply with the minimum requirements imposed by law,
notwithstanding any longer time period or other requirements imposed by these
Articles of Incorporation or the Bylaws of the Corporation or otherwise.
Notwithstanding any provision to the contrary in these Articles of Incorporation
or the Bylaws of the Corporation, at any such meeting called by the Trustee, the
Trustee, exercising the voting rights of all shareholders of the Corporation
pursuant to the Trust Agreement, may remove, with or without cause, any
Director, or the entire Board of Directors, increase or decrease the number of
Directors comprising the entire Board of Directors, nominate and elect a new
Director for each vacancy, and/or amend these Articles of Incorporation or the
Bylaws of the Corporation to accomplish any of the foregoing purposes. Any such
action may, to the extent otherwise allowed by law, be taken without a meeting
of shareholders if consents in writing, setting forth the action
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so taken, are signed by the percentage required by law of the shareholders
entitled to vote with respect to the subject matter thereof. The provisions of
this Article Four, Section C(2) shall automatically terminate upon liquidation
of the Trust created pursuant to the Trust Agreement.
ARTICLE FIVE
INCORPORATOR
The name and place of residence of the incorporator is:
Stephanie Morrison
549 N. Van Buren
Kirkwood, Missouri 63122
ARTICLE SIX
DIRECTORS
A. NUMBER AND CLASSES OF DIRECTORS. The number of directors to constitute
the initial Board of Directors of the Corporation is three. Thereafter, subject
to the provisions set forth in Article Four, Section C(2) hereof, the number of
directors shall be fixed by, or in the manner provided in, the Bylaws of the
Corporation. The Board of Directors shall be divided into three classes, as
nearly equal in number as possible, with the mode of such classification to be
provided for in the Bylaws of the Corporation. Directors other than certain
Directors elected to the initial Board of Directors shall be elected to hold
office for a term of three years, with the term of office of one class expiring
each year. As used in
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these Articles of Incorporation, the term "entire Board of Directors" means the
total number of Directors fixed by, or in accordance with, these Articles of
Incorporation or the Bylaws of the Corporation.
B. REMOVAL OF DIRECTORS. Subject to the rights, if any, of the holders of
any class of capital stock of the Corporation (other than the Common Stock) then
outstanding and subject to the provisions set forth in Article Four, Section
C(2) hereof, (1) any Director, or the entire Board of Directors, may be removed
from office at any time prior to the expiration of his or their term of office
only for cause and only by the affirmative vote of the holders of record of
outstanding shares representing at least 85% of all of the then outstanding
shares of capital stock of the Corporation then entitled to vote generally in
the election of Directors, voting together as a single class at a special
meeting of shareholders called expressly for that purpose (such vote being in
addition to any required class or other vote); and (2) any Director may be
removed from office by the affirmative vote of a majority of the entire Board of
Directors at any time prior to the expiration of his term of office, as provided
by law, in the event that the Director fails to meet any qualifications stated
in the Bylaws for election as a Director or in the event that the Director is in
breach of any agreement between the Director and the Corporation relating to the
Director's service as a Director or employee of the Corporation.
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C. NOMINATIONS. Subject to the rights, if any, of holders of any class of
capital stock of the Corporation (other than the Common Stock) then outstanding,
nominations for the election of Directors may be made by the affirmative vote of
a majority of the entire Board of Directors or by any shareholder of record
entitled to vote generally in the election of Directors. Subject to the
provisions set forth in Article Four, Section C(2) hereof, any shareholder who
otherwise desires to nominate one or more persons for election as a Director at
any meeting of shareholders held at any time may do so only if the shareholder
has delivered timely notice of the shareholder's intent to make such
nominations, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not less than 60 days nor more than
90 days prior to the meeting; provided, however, that if less than 50 days'
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, such notice by the shareholder to be timely must be received not
later than the close of business on the 10th day following the day on which the
notice of the date of meeting was mailed or public disclosure was made,
whichever occurs first. A shareholder's notice to the Secretary shall set forth:
(1) the name and address of record of the shareholder who intends to make the
nomination; (2) a representation that the shareholder is a holder of record of
shares of capital stock of the Corporation entitled to vote at
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the meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (3) the class and number
of shares of the capital stock that are beneficially owned by the shareholder on
the date of such notice; (4) the name, age, business and residential addresses,
and principal occupation or employment of each proposed nominee; (5) the class
and number of shares of capital stock that are beneficially owned by such
nominee on the date of such notice; (6) a description of all arrangements or
understandings between the shareholder and each nominee and the name of any
other person or persons pursuant to which the nomination or nominations are to
be made by the shareholder; (7) any other information regarding each proposed
nominee that would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (8)
the written consent of each proposed nominee to being named as a nominee in the
proxy statement and to serve as a Director of the Corporation if so elected. The
Corporation may require any proposed nominee to furnish any other information it
may reasonably require to determine the eligibility of the proposed nominee to
serve as a Director of the Corporation. The presiding officer of the meeting
may, if the facts warrant, determine that a nomination was not made in
accordance with the foregoing procedure, and if he should make that
determination, he shall so declare at the meeting and the defective nomination
shall be disregarded.
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D. VACANCIES. Subject to the rights, if any, of the holders of any class
of capital stock of the Corporation (other than the Common Stock) then
outstanding and subject to the provisions set forth in Article Four, Section
C(2) hereof, any vacancies in the Board of Directors which occur for any reason
prior to the expiration of the term of office of the class in which the vacancy
occurs, including vacancies which occur by reason of an increase in the number
of Directors, shall be filled only by the Board of Directors, acting by the
affirmative vote of a majority of the remaining Directors then in office
(although less than a quorum).
ARTICLE SEVEN
DURATION
The duration of the Corporation is perpetual.
ARTICLE EIGHT
PURPOSES
The Corporation is formed for the following purposes:
1. To manufacture, sell and distribute any and all kinds of machinery,
equipment and things of any and all kinds;
2. To transact any lawful business in aid of the United States or any
instrumentality thereof or any political subdivision thereof, or any country
from time to time in alliance therewith; and
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3. To do anything permitted of corporations pursuant to the provisions
of The General and Business Corporation Law of Missouri, as amended from time
to time.
ARTICLE NINE
SHAREHOLDERS' MEETINGS
A. SPECIAL MEETINGS. Subject to the provisions set forth in Article
Four, Section C(2) hereof, a special meeting of the shareholders may be called
only by the Board of Directors pursuant to a resolution adopted by the
affirmative vote of a majority of the entire Board of Directors or by the
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors,
or the President. Only such business shall be conducted, and only such
proposals shall be acted upon, as is specified in the call of any special
meeting of shareholders.
B. ANNUAL MEETINGS. At any annual meeting of shareholders only such
business shall be conducted, and only such proposals shall be acted upon, as
shall have been properly brought before the meeting by the Board of Directors
or by a shareholder of record entitled to vote at such meeting. Subject to the
provisions set forth in Article Four, Section C(2) hereof, for a proposal to be
properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice, either by personal delivery or by Untied States
mail, postage prepaid, to the Secretary of the Corporation not less than 60
days nor more than 90 days prior
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to the annual meeting; provided, however, that if less than 50 days' notice or
prior public disclosure of the date of the annual meeting is given or made to
shareholders, notice by the shareholder to be timely must be received not later
than the close of business on the 10th day following the earlier of (1) the
day on which notice of the date of the annual meeting was mailed or (2) the day
on which public disclosure was made. A shareholder's notice to the Secretary
shall set forth as to each matter the shareholder proposes to bring before the
annual meeting: (a) a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting this business at the
annual meeting; (b) the name and address of record of the shareholder proposing
the business and any other shareholders known by such shareholder to be
supporting the proposal; (c) the class and number of shares of the capital stock
which are beneficially owned by the shareholder on the date of the shareholder
notice and by any other shareholders known by such shareholder to be supporting
the proposal on the date of the shareholder notice; and (d) any material
interest of the shareholder in the proposal.
The Board of Directors may reject any shareholder proposal submitted for
consideration at the annual meeting which is not made in accordance with the
terms of this Article Nine or which is not a proper subject for shareholder
action in accordance with provisions of applicable law. Alternatively, if the
Board of Directors fails to consider the
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validity of any shareholder proposal, the presiding officer of the annual
meeting may, it the facts warrant, determine and declare at the annual meeting
that the shareholder proposal was not made in accordance with the terms of this
Article and, if he should make that determination, he shall so declare at the
meeting and the business or proposal shall not be acted upon. This provision
shall not prevent the consideration and approval or disapproval at the annual
meeting of reports of officers, directors and committees of the Board of
Directors, but, in connection with such reports, no new business shall be acted
upon at the meeting unless stated, filed and received as herein provided.
C. ACTION BY WRITTEN CONSENT. Subject to the provisions set forth in
Article Four, Section C(2) hereof, any action required or permitted to be taken
by the shareholders of the Corporation may, if otherwise allowed by law, be
taken without a meeting of shareholders only if consents in writing, setting
forth the action so taken, are signed by all of the shareholders entitled to
vote with respect to the subject matter thereof.
ARTICLE TEN
AMENDMENT OF BYLAWS
Subject to the provisions set forth in Article Four, Section C(2) hereof,
the Bylaws of the Corporation may be amended, altered, changed or repealed, and
a provision or provisions inconsistent with the provisions of the Bylaws as
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they exist from time to time may be adopted, only by the majority of the entire
Board of Directors.
ARTICLE ELEVEN
AMENDMENT OF ARTICLES OF
INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on the
shareholders, directors and officers of the Corporation are subject to this
reserved power; provided, that (in addition to any required class or other vote)
the affirmative vote of the holders of record of outstanding shares representing
at least 85% of all of the outstanding shares of capital stock of the
Corporation then entitled to vote generally in the election of Directors, voting
together as a single class, shall be required to amend, alter, change or repeal,
or adopt any provision or provisions inconsistent with, Articles Four, Six,
Nine, Ten, Twelve, or this Article Eleven of these Articles of Incorporation,
subject, however, to the provisions set forth in Article Four, Section C(2)
hereof.
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ARTICLE TWELVE
INDEMNIFICATION AND RELATED MATTERS
A. ACTIONS INVOLVING DIRECTORS AND OFFICERS. The Corporation shall
indemnify each person (other than a party plaintiff suing his own behalf or in
the right of the Corporation) who at any time is serving or has served as a
director or officer of the Corporation against any claim, liability or expense
incurred as a result of this service, or as a result of any other service on
behalf of the Corporation, or service at the request of the Corporation as a
director, officer, employee, member or agent of another corporation,
partnership, joint venture, trust, trade or industry association or other
enterprise (whether incorporated or unincorporated, for-profit or
not-for-profit), to the maximum extent permitted by law. Without limiting the
generality of the foregoing, the Corporation shall indemnify any such person who
was or is a party (other than a party plaintiff suing on his own behalf or in
the right of the Corporation), or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, but not limited to, an
action by or in the right of the Corporation) by reason of such service against
expenses (including, without limitation, attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding.
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B. ACTIONS INVOLVING EMPLOYEES OR AGENTS.
1. The corporation may, if it deems appropriate and as may be permitted
by this Article, indemnify any person (other than a party plaintiff suing on his
own behalf or in right of the Corporation) who at any time is serving or has
served as an employee or agent of the Corporation against any claim, liability
or expense incurred as a result of such service or as a result of any other
service on behalf of the Corporation, or service at the request of the
Corporation as a director, officer, employee, member or agent of another
corporation, partnership, joint venture, trust, trade or industry association or
other enterprise (whether incorporated or unincorporated, for-profit or
not-for-profit), to the maximum extent permitted by law or to such lesser extent
as the Corporation, in its discretion, may deem appropriate. Without limiting
the generality of the foregoing, the Corporation may indemnify any such person
who was or is a party (other than a party plaintiff suing on his own behalf or
in the right of the Corporation), or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, but not limited to, an
action by or in the right of the Corporation) by reason of such service against
expenses (including, without limitation, attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding.
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2. To the extent that an employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section B(1) of this Article, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the action, suit or preceding.
C. DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN CIRCUMSTANCES. Any
indemnification required under Section A of this Article or authorized by the
Corporation in a specific case pursuant to Section B of this Article (unless
ordered by a court) shall be made by the Corporation unless a determination is
made reasonably and promptly that indemnification of the director, officer,
employee or agent is not proper under the circumstances because he has not met
the applicable standard of conduct set forth in or established pursuant to this
Article. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by majority vote of the shareholders;
provided that no such determination shall preclude an action brought in an
appropriate court to challenge such determination.
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D. ADVANCE-PAYMENT OF EXPENSES. Expenses incurred by a person who is or was
a director or officer of the Corporation in defending a civil or criminal
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of an action, suit or proceeding, and expenses incurred by a
person who is or was an employee or agent of the Corporation in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by or at the direction of the Board of Directors, in either case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in or pursuant to
this Article.
E. NOT EXCLUSIVE RIGHT. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled, whether under the Bylaws of the Corporation or
any statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office.
F. INDEMNIFICATION AGREEMENTS AUTHORIZED. Without limiting the other
provisions of this Article, the Corporation is authorized from time to time,
without further action by the
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shareholders of the Corporation, to enter into agreements with any director,
officer, employee or agent of the Corporation providing such rights of
indemnification as the Corporation may deem appropriate, up to the maximum
extent permitted by law. Any agreement entered into by the Corporation with a
director may be authorized by the other directors, and such authorization shall
not be invalid on the basis that similar agreements may have been or may
thereafter be entered into with other directors.
G. STANDARD OF CONDUCT. Except as may otherwise be permitted by law, no
person shall be indemnified pursuant to this Article (including without
limitation pursuant to any agreement entered into pursuant to section F of this
Article) from or on account of such person's conduct which is finally adjudged
to have been knowingly fraudulent, deliberately dishonest or willful misconduct.
The Corporation may (but need not) adopt a more restrictive standard of conduct
with respect to the indemnification of any employee or agent of the Corporation.
H. INSURANCE. The Corporation may purchase and maintain insurance on behalf
of any person who is- or was a director, officer, employee or agent of the
Corporation, or who is or was otherwise serving on behalf or at the request of
the Corporation against any claim, liability or expense asserted against him and
incurred by him in any such capacity, or
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arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article.
I. CERTAIN DEFINITIONS. For the purposes of this Article:
1. Any director or officer of the Corporation who shall serve as a
director, officer or employee of any other corporation, partnership, joint
venture, trust or other enterprise of which the Corporation, directly or
indirectly, is or was the owner of 20% or more of either the outstanding equity
interests or the outstanding voting stock (or comparable interests), shall be
deemed to be so serving at the request of the Corporation, unless the Board of
Directors of the Corporation shall determine otherwise. In all other instances
where any person shall serve as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise of
which the Corporation is or was a stockholder or creditor, or in which it is or
was otherwise interested, if it is not otherwise established that such person
is or was serving as a director, officer, employee or agent at the request of
the Corporation, the Board of Directors of the Corporation may determine whether
such service is or was at the request of the Corporation, and it shall not be
necessary to show any actual or prior request for such service.
2. References to a corporation include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation so that any
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person who is or was a director, officer, employee or agent of a constituent
corporation or is or was serving at the request of a constituent corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position under
the provisions of this Article with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
as he would if he had served the resulting or surviving corporation in the same
capacity.
3. The term "other enterprise" shall include, without limitation,
employee benefit plans and voting or taking action with respect to stock or
other assets therein; the term "serving at the request of the corporation"
shall include, without limitation, any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by, a
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have satisfied any
standard of care required by or pursuant to this Article in connection with such
plan; the term "fines" shall include, without limitation, any excise taxes
assessed on a person with respect to an employee benefit plan and shall also
include any damages (including treble damages) and any other civil penalties.
7144A
Restated Articles -24-
26
J. SURVIVAL. Any indemnification rights provided pursuant to this
Article shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Notwithstanding any other provision in these
Articles of Incorporation, any indemnification rights arising under or granted
pursuant to this Article shall survive amendment or repeal of this Article with
respect to any acts or omissions occurring prior to the effective time of such
amendment or repeal and persons to whom such indemnification rights are given
shall be entitled to rely upon such indemnification rights with respect to such
acts or omissions as a binding contract with the Corporation.
K. LIABILITY OF THE DIRECTORS. It is the intention of the Corporation to
limit the liability of the directors of the Corporation, in their capacity as
such, whether to the Corporation, its shareholders or otherwise, to the fullest
extent permitted by law. Consequently, should The General and Business
Corporation Law of Missouri or any other applicable law be amended or adopted
hereafter so as to permit the elimination or limitation of such liability, the
liability of the directors of the Corporation shall be so eliminated or limited
without the need for amendment of these Articles or further action on the part
of the shareholders of the Corporation.
7144A
Restated Articles -25-
27
STATE OF MISSOURI
OFFICE OF SECRETARY OF STATE 314/751-4609
JEFFERSON CITY 65102
January 31, 1991
Re: ESCO ELECTRONICS CORPORATION (00343584)
Dear Corporation:
This is to advise that on this date we have filed for record in this office
a copy of the Statement of Reduction of Stated Capital of the above corporation.
We return herewith the duplicate "Filed" copy for your records.
The fee for filing the document in this office is $20.00. This will
acknowledge receipt of your check for that amount.
Very truly yours,
ROY D. BLUNT
Secretary of State
Corporation Division
Amendment Desk
Enclosure
Ltr. #24
1/85
Received
Feb 7 1991
E&S LEGAL SERVICES
28
STATEMENT OF REDUCTION OF STATED CAPITAL
OF
ESCO ELECTRONICS CORPORATION
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI 65102
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporation certifies the following:
(1) The name of the corporation is ESCO ELECTRONICS CORPORATION.
(2) The following resolution was adopted by the sole shareholder on October
19, 1990:
RESOLVED, that the sole shareholder of the Company deems it necessary and
advisable that the Company's Stated Capital be reduced from $120,010.00 to
$111,671.53 by reason of cancellation of 833,847 issued but not outstanding
share of Common Stock, par value $0.01 per share.
(3) Of the 11,167,153 shares outstanding, 11,167,153 shares were entitled
to vote on such reduction. The number of outstanding share entitled to
vote thereon as a class was as follows:
Number of
Class Outstanding Shares
----- ------------------
Common 11,167,153
(4) The number of shares voted for and against the reduction was as
follows:
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common 11,167,153 0
1
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(5) Upon the filing of this Statement of Reduction, the stated capital and
the paid-in surplus of the corporation stated as of September 30,
1990, adjusted to give effect to the reduction, is as follows:
Before After
Reduction Reduction
--------- ---------
Stated Capital $ 120,010.00 $ 111,671.53
Paid-In Surplus $482,548,112.53 $482,554,451.00
IN WITNESS WHEREOF, the undersigned (Senior Vice) President has executed
this instrument and its Secretary has attested to said instrument on the 22nd
day of January, 1991.
ESCO ELECTRONICS CORPORATION
(CORPORATE SEAL)
ATTEST: By /s/ Philip M. Ford
------------------------------
Philip M. Ford
(Senior Vice) President
/s/ Walter Stark
- --------------------------------- FILED
Walter Stark JAN 31 1991
Secretary Ray D. Blunt
SECRETARY OF STATE
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
I, Cynthia Sue Finazzo, a notary public, do hereby certify that on this 22
day of January, 1991, personally appeared before me Philip M. Ford who, being by
me first duly sworn, declared that he is the (Senior Vice) President of ESCO
ELECTRONICS CORPORATION, that he signed the foregoing document as (Senior Vice)
President of the corporation, and that the statements therein contained are
true.
[SEAL] /s/ Cynthia Sue Finazzo
-------------------------
Notary Public
My Commission Expires:
CYNTHIA SUE FINAZZO
NOTARY PUBLIC--STATE OF MISSOURI
ST. LOUIS COUNTY
MY COMMISSION EXPIRES JAN. 29, 1994
2
30
CERTIFICATE OF DESIGNATION
OF
SERIES A PARTICIPATING CUMULATIVE
PREFERRED STOCK
OF
ESCO ELECTRONICS CORPORATION
Pursuant to Section 351 of the
Revised Statutes of Missouri
We, D.J. Moore, President, and A.S. Barclay, Secretary, of ESCO Electronics
Corporation, a corporation organized and existing under the laws of the General
Business and Corporations Law of Missouri (the "GBCL"), in accordance with the
provisions thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors by the
Articles of Incorporation of the Corporation, the Board of Directors on
September 24, 1990, adopted the following resolution creating a series of
Preferred Stock in the amount and having the designation, voting powers,
preferences and relative, participating, optional and other special rights and
qualifications, limitations and restrictions thereof as follows:
Section 1. Designation and Number of Shares. The shares of such series
shall be designated as "Series A Participating Cumulative Preferred Stock" (the
"Series A Preferred Stock"), and the number of shares constituting such series
shall be One Hundred Twenty Thousand (120,000). Such number of shares of the
Preferred Stock may be increased or decreased by resolution of the Board of
Directors; provided that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than that of the shares then outstanding plus
the number of shares issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the Corporation.
Section 2. Dividends and Distributions.
(A) The holders of shares of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable on March 31, June 30,
September 30 and December 31 of each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of any share or
fraction of a share of Series A Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $1.00 and (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends or other distributions and 100 times the
aggregate per share amount of all non-cash dividends or other distributions
31
(other than (i) a dividend payable in shares of Common Stock (as hereinafter
defined) or (ii) a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise)), declared on the Common Stock, par value $.01
per share, of the Corporation (the "Common Stock") since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. If the Corporation shall at any
time after September 24, 1990 (the "Rights Declaration Date") pay any dividend
on Common Stock payable in shares of Common Stock or effect a subdivision or
combination of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Stock (other than as described
in clause (i) and (ii) of the first sentence of paragraph (A)); provided that if
no dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date (or, with respect to the first Quarterly
Dividend Payment Date, the period between the first issuance of any share or
fraction of a share of Series A Preferred Stock and such first Quarterly
Dividend Payment Date), a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is on or before the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue and be cumulative from the date of issue of such shares, or
unless the date of issue is a date after the record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and on or before such Quarterly Dividend Payment Date, in which case
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall not be more
than such number of days prior to the date fixed for the payment thereof as may
be allowed by applicable law.
2
32
Section 3. Voting Rights. In addition to any other voting rights required
by law, the holders of shares of Series A Preferred Stock shall have the
following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of stockholders of the Corporation. If the
Corporation shall at any time after the Rights Declaration Date pay any dividend
on Common Stock payable in shares of Common Stock or effect a subdivision or
combination of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of shares
of Series A Preferred Stock and the holders of shares of Common Stock shall
vote together as a single class on all matters submitted to a vote of
stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A Preferred Stock shall be
in arrears in an amount equal to six quarterly dividends thereon, the occurrence
of such contingency shall mark the beginning of a period (herein called a
"default period") which shall extend until such time when all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series A Preferred Stock then
outstanding shall have been declared and paid or set apart for payment. During
each default period, all holders of Preferred Stock and any other series of
Preferred Stock then entitled as a class to elect directors, voting together as
a single class, irrespective of series, shall have the right to elect two
Directors.
(ii) During any default period, such voting right of the holders of Series
A Preferred Stock may be exercised initially at a special meeting called
pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of
stockholders, and thereafter at annual meetings of stockholders, provided that
neither such voting right nor the right of the holders of any other series of
Preferred Stock, if any, to increase, in certain cases, the authorized number of
Directors shall be exercised unless the holders of 10% in number of shares of
Preferred Stock outstanding shall be present in person or by proxy. The absence
of a quorum of holders of Common Stock shall not affect the exercise by holders
of Preferred Stock of such voting right. At any meeting at which holders of
Preferred Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect Directors
to fill such vacancies, if any, in the Board of Directors as may then exist up
to two Directors or, if such right is exercised at an annual meeting, to elect
two Directors. If the number which may be so elected at any special meeting does
not amount to the required number, the holders of the Preferred Stock shall have
the right to make such increase in the number of Directors as shall be necessary
to permit the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during
3
33
the continuance of such period, the number of Directors shall not be increased
or decreased except by vote of the holders of Preferred Stock as herein provided
or pursuant to the rights of any equity securities ranking senior to or pari
passu with the Series A Preferred Stock.
(iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any stockholder or stockholders owning in the
aggregate not less than 10% of the total number of shares of Preferred Stock
outstanding, irrespective of series, may request, the calling of special meeting
of holders of Preferred Stock, which meeting shall thereupon be called by the
President, a Vice President or the Secretary of the Corporation. Notice of such
meeting and of any annual meeting at which holders of Preferred Stock are
entitled to vote pursuant to this paragraph (C)(iii) shall be given to each
holder of record of Preferred Stock by mailing a copy of such notice to him at
his last address as the same appears on the books of the Corporation. Such
meeting shall be called for a time not earlier than 10 days and not later than
50 days after such order or request or in default of the calling of such meeting
within 50 days after such order or request, such meeting may be called on
similar notice by any stockholder or stockholders owning in the aggregate not
less than 10% of the total number of shares of Preferred Stock outstanding,
irrespective of series. Notwithstanding the provisions of this paragraph
(C)(iii), no such special meeting shall be called during the period within 50
days immediately preceding the date fixed for the next annual meeting of
stockholders.
(iv) In any default period, the holders of Common Stock, and other classes
of stock of the Corporation if applicable, shall continue to be entitled to
elect the whole number of Directors until the holders of Preferred Stock shall
have exercised their right to elect two Directors voting as a class, after the
exercise of which right (x) the Directors so elected by the holders of Preferred
Stock shall continue in office until their successors shall have been elected by
such holders or until the expiration of the default period, and (y) any vacancy
in the Board of Directors may (except as provided in paragraph (C)(ii) of this
Section 3) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of stock which elected the
Director whose office shall have become vacant. References in this paragraph (C)
to Directors elected by the holders of a particular class of stock shall include
Directors elected by such Directors to fill vacancies as provided in clause (y)
of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the right of
the holders of Preferred Stock as a class to elect Directors shall cease, (y)
the term of any Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such number as may be
provided for in the articles of incorporation or bylaws irrespective of any
increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law or in the certificate of incorporation or bylaws). Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining Directors.
(D) The Articles of Incorporation of the Corporation shall not be amended
in any manner (whether by merger or otherwise) so as to adversely affect the
powers, preferences or
4
34
special rights of the Series A Preferred Stock without the affirmative vote of
the holders of a majority of the outstanding shares of Series A Preferred Stock,
voting separately as a class.
(E) Except as otherwise provided herein, holders of Series A Preferred
Stock shall have no special voting rights, and their consent shall not be
required for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on outstanding shares of Series A Preferred Stock shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on,
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on,
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
other parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are
then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock; provided that
the Corporation may at any time redeem, purchase or otherwise acquire
shares of any such junior stock in exchange for shares of stock of the
Corporation ranking junior (as to dividends and upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of
Series A Preferred Stock, or any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of Series A Preferred Stock and all such other
parity stock upon such terms as the Board of Directors, after consideration
of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective
series or classes.
(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for value any shares of stock of the Corporation
unless the
5
35
Corporation could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock without designation as to series and may be
reissued as part of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors as permitted by the Articles of
Incorporation or as otherwise permitted under Missouri Law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $1.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment;
provided that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock, or (2) to the holders of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably
on the Series A Preferred Stock and all such other parity stock in proportion to
the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. If the Corporation shall at any time
after the Rights Declaration Date pay any dividend on Common Stock payable in
shares of Common Stock or effect a subdivision or combination of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the aggregate
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. If the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock are exchanged for or changed into other stock or securities,
cash or any other property, then in any such case the shares of Series A
Preferred Stock shall at the same time be similarly exchanged for or changed
into an amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount of stock, securities, cash or
any other property, as the case may be, into which or for which each share of
Common Stock is changed or exchanged. If the Corporation shall at any time after
the Rights Declaration Date pay any dividend on Common Stock payable in shares
of Common Stock or effect a subdivision or combination of the outstanding shares
of Common Stock (by reclassification or otherwise) into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth
6
36
in the preceding sentence with respect to the exchange or change of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
Section 8. No Redemption. The Series A Preferred Stock shall not be
redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank junior (as to
dividends and upon liquidation, dissolution and winding up) to all other series
of the Corporation's preferred stock except any series that specifically
provides that such series shall rank junior to the Series A Preferred Stock.
Section 10. Fractional Shares. Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
7
37
IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm and acknowledge the foregoing as true under the penalties of perjury this
20th of December, 1999.
/s/ D.J. Moore
--------------------------------------
President
Attest:
/s/ Alyson S. Barclay
- -----------------------------------
Secretary
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
On this 20th day of December, 1999, before me, Norma J. Reger, a Notary
Public in the State of Missouri, personally appeared D.J. Moore, President of
ESCO Electronics Corporation, known to me to be the person who executed the
foregoing Certificate of Designation and acknowledged to me that he executed the
same pursuant to the authority given by the Board of Directors of such
corporation as his free and voluntary act, and as the free and voluntary act and
deed of such corporation, for the uses and purposes therein set forth.
/s/ Norma J. Reger
------------------------------------------
Notary Public
My Commission expires:
06/24/2000
- ----------------------