Exhibit 3.1
ARTICLES OF AMENDMENT
OF
ANTEON CORPORATION
To the State Corporation Commission
Commonwealth of Virginia
The following Articles of Amendment are hereby submitted
pursuant to the provisions of the Virginia Stock Corporation Act on behalf of
the corporation hereinafter named.
1. The name of the corporation (hereinafter referred to as the
"corporation") is Anteon Corporation.
2. The Capitalization as set forth in the Articles of
Incorporation of the corporation is hereby amended to read as follows:
"There shall be one class of stock, Common Stock, and there shall be
4,415,460 shares authorized for issuance at a par value of $0.05 per
share. Each share of Common Stock shall have full voting rights.
3. The date of adoption of the amendment herein provided for
was June 21, 1999.
4. The amendment herein provided for was adopted by unanimous
consent of all of the stockholders of the corporation.
Executed on June 21, 1999.
ANTEON CORPORATION
By: /s/ JOSEPH M. KAMPF
------------------------------------
Name: Joseph M. Kampf
Title: President and Chief Executive
Officer
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
June 22, 1999
The State Corporation Commission has found the accompanying
articles submitted on behalf of Anteon Corporation to comply with the
requirements of law, and confirms payment of all related fees.
Therefore, it is ORDERED that this CERTIFICATE OF AMENDMENT be
issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective June 22, 1999, at 02:33 p.m.
The corporation is granted the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
STATE CORPORATION COMMISSION
By: /s/ T.V. MORRISON JR.
------------------------
Commissioner
ARTICLES OF AMENDMENT
OF
OGDEN PROFESSIONAL SERVICES CORPORATION
To the State Corporation Commission
Commonwealth of Virginia
The following articles of Amendment are hereby submitted
pursuant to the provisions of the Virginia Stock Corporation Act on behalf of
the corporation hereinafter named.
1. The name of the corporation (hereinafter referred to as the
"corporation") is Ogden Professional Services Corporation.
2. Article One of the Articles of Incorporation of the
corporation is hereby amended to read as follows:
"The name of the corporation is "Anteon Corporation."
3. The date of adoption of the amendment herein provided for
was April 17, 1996.
4. The amendment herein provided for was adopted by unanimous
consent of all of the shareholders of the corporation.
Executed on April 17, 1996
OGDEN PROFESSIONAL SERVICES
CORPORATION
By: /s/ JOSEPH M. BARRY
--------------------------
Name: Joseph M. Barry
Title: Vice President
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
April 22, 1996
The State Corporation Commission has found the accompanying
articles submitted on behalf of ANTEON CORPORATION (FORMERLY OGDEN PROFESSIONAL
SERVICES CORPORATION) to comply with the requirements of law, and confirms
payment of all related fees.
Therefore, it is ORDERED that this CERTIFICATE OF AMENDMENT be
issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective April 22, 1996.
The corporation is granted the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
STATE CORPORATION COMMISSION
By: /s/ T.V. MORRISON JR.
-------------------------
Commissioner
ARTICLES OF AMENDMENT
OF
OGDEN GOVERNMENT SERVICES CORPORATION
To the State Corporation Commission
Commonwealth of Virginia
The following Articles of Amendment are hereby submitted
pursuant to the provisions of the Virginia Stock Corporation Act on behalf of
the corporation hereinafter named.
1. The name of the corporation (hereinafter referred to as the
"corporation") is Ogden Government Services Corporation.
2. Article One of the Articles of Incorporation of the
corporation is hereby amended to read as follows:
"The name of the corporation is "Ogden Professional Services
Corporation."
3. The date of adoption of the amendment herein provided for
was May 1, 1995.
4. The amendment herein provided for was adopted by unanimous
written consent of all of the shareholders of the corporation pursuant to
Section 13.1-657 of the Virginia Stock Corporation Act.
Executed on May 1, 1995
OGDEN PROFESSIONAL SERVICES
CORPORATION
By: /s/ PETER ALLEN
------------------------
Name: Peter Allen
Title: Secretary
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
May 11, 1995
The State Corporation Commission has found the accompanying
articles submitted on behalf of OGDEN PROFESSIONAL SERVICES CORPORATION
(FORMERLY OGDEN GOVERNMENT SERVICES CORPORATION) to comply with the requirements
of law, and confirms payment of all related fees.
Therefore, it is ORDERED that this CERTIFICATE OF AMENDMENT be
issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective May 11, 1995, at 12:45 p.m.
The corporation is granted the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
STATE CORPORATION COMMISSION
By: /s/ T.V. MORRISON JR.
-------------------------
Commissioner
ARTICLES OF AMENDMENT
OF
EVALUATION RESEARCH CORPORATION
To the State Corporation Commission
Commonwealth of Virginia
The following Articles of Amendment are hereby submitted
pursuant to the provisions of the Virginia Stock Corporation Act on behalf of
the corporation hereinafter named.
1. The name of the corporation (hereinafter referred to as the
"corporation") is Evaluation Research Corporation.
2. Article One of the Articles of Incorporation of the
corporation is hereby amended to read as follows:
"The name of the corporation is "Ogden Government Services
Corporation."
3. The date of adoption of the amendment herein provided for
was March 13, 1992.
4. The amendment herein provided for was adopted by unanimous
written consent of all of the shareholders of the corporation pursuant to
Section 13.1-657 of the Virginia Stock Corporation Act.
Executed on March 13, 1992
EVALUATION RESEARCH CORPORATION
By: /s/ PETER ALLEN
---------------------------
Name: Peter Allen
Title: Secretary
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
March 20, 1992
The State Corporation Commission has found the accompanying
articles submitted on behalf of OGDEN GOVERNMENT SERVICES CORPORATION (formerly
EVALUATION RESEARCH CORPORATION) to comply with the requirements of law, and
confirms payment of all related fees.
Therefore, it is ORDERED that this CERTIFICATE OF AMENDMENT be
issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective March 20, 1992.
The corporation is granted the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
STATE CORPORATION COMMISSION
By: /s/ HULLIHEN WILLIAMS MOORE
-------------------------------
Commissioner
ARTICLE OF MERGER
ERC Development Corporation, a Maryland corporation, with its
principal office at 3211 Jermantown Road, Fairfax, Virginia ("Dev. Corp."), and
Evaluation Research Corporation, a Virginia corporation, with its principal
office at 3211 Jermantown Road, Fairfax, Virginia ("ERC"), agree that Dev.
Corp., a wholly-owned subsidiary, will be merged into ERC, its parent
corporation. ERC was incorporated on July 16, 1976, under the general law of the
Commonwealth of Virginia. ERC has been authorized to do business in Maryland
since January 31, 1983. Neither corporation owns real property In Maryland. The
effective date is December 31, 1987.
The terms and conditions of the transactions were advised,
authorized and approved by unanimous vote of the board of directors of each
corporation in accordance with the Maryland General Corporation Law and the
Virginia Stock Corporation Act. No vote of the shareholders was required since
Dev. Corp. is a wholly-owned subsidiary of ERC. Both corporations executed an
Agreement and Plan of Merger on December 4, 1987, providing that each of the
1,000 shares of common stock, $.01 par value, authorized and outstanding of Dev.
Corp. shall be cancelled and only ERC shall remain with all the rights, duties
and obligations of ERC and Dev. Corp. ERC has 3,415,460 shares of common stock,
$.05 par value authorized.
The Articles of Incorporation and officers of the surviving
corporation shall be those of ERC, without change.
The individuals executing this document acknowledge that it is
the act of the corporation for which they are signing. To the best of their
knowledge, information and belief, said individuals executing this document
verify that the matters and facts with respect to authorization and approval
stated herein are true in all material respects and make this statement under
the penalties of perjury.
ERC DEVELOPMENT CORPORATION EVALUATION RESEARCH CORPORATION
By: /s/ JACK E. AALSETH By: /s/ LESLIE W. WRIGHT
--------------------------------- ---------------------------------
Name: Jack E. Aalseth Name: Leslie W. Wright
Title: President Title: President
Attest: /s/ MYRNA E. FRIEDMAN Attest: /s/ MYRNA E. FRIEDMAN
----------------------------- -----------------------------
Name: Myrna E. Friedman Name: Myrna E. Friedman
Title: Assistant Secretary Title: Assistant Secretary
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT, made this 4th day of December, 1987, by and
between Evaluation Research Corporation, a Virginia corporation (hereinafter
"ERC"), and ERC Development Corporation, a Maryland corporation (hereinafter
"Dev. Corp."),
W I T N E S S E T H:
WHEREAS, ERC wishes to merge with Dev. Corp.; and
WHEREAS, Dev. Corp., a wholly-owned subsidiary of ERC, wishes
to merge with ERC;
NOW THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto agree as follows:
1. Dev. Corp. shall be merged into ERC. ERC shall be the
surviving corporation, with its Certificate of Incorporation and By-laws
unchanged by the merger.
2. Each party shall at any time and from time to time after
the date hereof at the request of the other party execute, acknowledge, deliver
and perform or cause to be executed, acknowledged, delivered and performed all
such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be reasonably required to carry out the
transaction contemplated hereby.
3. The merger shall become effective on December 31, 1987 (the
"Effective Time").
4. At the Effective Time, each outstanding share of Dev. Corp.
shall be cancelled. Only ERC shall remain, with all the rights, duties and
obligations of ERC and Dev. Corp.
5. The boards of directors of Dev. Corp. and ERC may amend or
abandon the plan of merger at any time prior to the Effective Time.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
ERC DEVELOPMENT CORPORATION EVALUATION RESEARCH CORPORATION
2
By: /s/ JACK E. AALSETH By: /s/ LESLIE W. WRIGHT
--------------------------------- ---------------------------------
Name: Jack E. Aalseth Name: Leslie W. Wright
Title: President Title: President
Attest: /s/ MYRNA E. FRIEDMAN Attest: /s/ MYRNA E. FRIEDMAN
----------------------------- -----------------------------
Name: Myrna E. Friedman Name: Myrna E. Friedman
Title: Assistant Secretary Title: Assistant Secretary
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, December 16, 1987
The accompanying articles having been delivered to the State
Corporation Commission on behalf of ERC Development Corporation (a Md. corp.)
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is ORDERED that this
CERTIFICATE OF MERGER be issued, and that this order, together with the
articles, be admitted to record in the office of the Commission; and that ERC
Development Corporation (a Md. corp.) be merged into EVALUATION RESEARCH
CORPORATION the surviving corporation, which shall continue to be a corporation
existing under the laws of the State of Virginia with the corporate name
EVALUATION RESEARCH CORPORATION and that the separate existence of the
corporations parties to the plan of merger, except the surviving corporation,
shall cease, effective December 31, 1987.
STATE CORPORATION COMMISSION
By: /s/ ELIZABETH B. LACY
-------------------------
Commissioner
ARTICLES OF MERGER
Evaluation Research Corporation and Analytic Systems, Inc. hereby
merge, effective December 31, 1986, in accordance with an Agreement and Plan of
Merger, dated December 16, 1986, whereby Evaluation Research Corporation, a
Virginia corporation, shall be the surviving corporation and all the shares of
Analytic Systems, Inc., a Virginia corporation shall be cancelled. Analytic
Systems, Inc., is a wholly-owned subsidiary of Evaluation Research Corporation.
Therefore, the shareholders of the two companies were not required to vote on
said Agreement and Plan of Merger. The Board of Directors of each company
unanimously approved the merger.
ERC DEVELOPMENT CORPORATION EVALUATION RESEARCH CORPORATION
By: /s/ JACK E. AALSETH By: /s/ LESLIE W. WRIGHT
--------------------------------- ---------------------------------
Name: Jack E. Aalseth Name: Leslie W. Wright
Title: President Title: President
Attest: /s/ WILLIAM L. SARGEANT Attest: /s/ WILLIAM L. SARGEANT
----------------------------- -----------------------------
Name: William L. Sargeant Name: William L. Sargeant
Under penalty of perjury, I, William L. Sargeant, swear that I am the
Secretary of Evaluation Research Corporation and Analytic Systems, Inc. and that
the statements contained herein are true and correct.
/s/ WILLIAM L. SARGEANT
-----------------------------
William L. Sargeant
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, February 4, 1987
The accompanying articles having been delivered to the State
Corporation Commission on behalf of ANALYTICAL SYSTEMS, INC. and the Commission
having found that the articles comply with the requirements of law and that all
required fees have been paid, it is
ORDERED that this CERTIFICATE OF MERGER be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that ANALYTIC SYSTEMS, INC. be merged into EVALUATION RESEARCH
CORPORATION the surviving corporation, which shall continue to be a corporation
existing under the laws of the State of Virginia with the corporate name
EVALUATION RESEARCH CORPORATION and that the separate existence of the
corporations parties to the plan of merger, except the surviving corporation,
shall cease, effective February 4, 1987.
STATE CORPORATION COMMISSION
By: /s/ ELIZABETH B. LACY
-------------------------
Commissioner
In the Clerk's Office of the Circuit Court, Fairfax County.
ARTICLES OF AMENDMENT
of the Articles of Incorporation
of
EVALUATION RESEARCH CORPORATION
(Pursuant to Virginia Stock Corporation Act)
1. In lieu of a meeting of Directors, the Board of Directors
of Evaluation Research Corporation, a Virginia Corporation and hereinafter
referred to as the "Corporation," acting by unanimous written consent of all the
Directors of the Corporation effective December 9, 1985, in accordance with the
Virginia Stock Corporation Act, found that the following proposed amendment of
the Corporation's Articles of Incorporation were in the best interests of the
Corporation and directed that it be submitted to a vote of the sole Stockholder:
The Capitalization as set forth in the Articles of
Incorporation of Evaluation Research Corporation, is hereby
amended to read as follows:
"There shall be one class of stock - Class One Common Stock
and there shall be 3,415,460 shares authorized for issuance at
a par value of $.05 per share. Each share of Common Stock
shall have full voting rights."
2. In lieu of a meeting of the sole Stockholder, adoption of
this proposed amendment by the sole Stockholder was accomplished by the
unanimous written consent of the sole Stockholder of the Corporation, by signing
a consent which set forth this proposed amendment, in accordance with Section
13.1-28 of the Virginia Stock Corporation Act.
3. This amendment does not effect any changes in the amount of
stated capital of the Corporation.
4. The number of shares outstanding and entitled to vote on
the proposed amendment, the number of shares voted for and against such proposed
amendment, the number of shares of each class entitled to vote as a class, and
the number of shares of each such class voted for or against such amendment were
as follows:
Shares outstanding all classes, 2,973,916. Shares entitled to
vote, all classes, 2,973,916. Shares, all classes, voted on
such amendment: FOR: 2,973,916; AGAINST: 0. Shares entitled to
vote and voted as a class:
------------------------ ------------------------------- ----------------- ------------
Class Number Outstanding Voted For Voted
Against
2
Class One Common Stock 2,973,916 2,973,916 0
Executed in the name of the Corporation by its President and
its Secretary, who declare under the penalties of perjury that the facts stated
herein are true.
Dated this 10th day of December, 1985.
EVALUATION RESEARCH CORPORATION
By: /s/ LESLIE W. WRIGHT
--------------------------------
Name: Leslie W. Wright
Title: President
By: /s/ WILLIAM L. SARGEANT
--------------------------------
Name: William L. Sargeant
Title: Secretary
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, December 31, 1985
The accompanying articles having been delivered to the State
Corporation Commission on behalf of EVALUATION RESEARCH CORPORATION and the
Commission having found that the articles comply with the requirements of law
and that all required fees have been paid, it is ORDERED that this CERTIFICATE
OF AMENDMENT be issued, and that this order, together with the articles, be
admitted to record in this office of the Commission; and that the corporation
have the authority conferred on it by law in accordance with the
articles, subject to the conditions and restrictions imposed by law.
Upon the completion of such recordation, this order and the
articles shall be forwarded for recordation in the office of the Clerk of the
Circuit Court, Fairfax County.
STATE CORPORATION COMMISSION
By: /s/ ELIZABETH B. LACY
-------------------------
Commissioner
ARTICLES OF MERGER
OF
ELECTROMAGNETIC TECHNOLOGY, INC.,
(a wholly-owned subsidiary corporation)
AND
ANALYTICAL DISCIPLINES, INC.
(a wholly-owned subsidiary corporation)
INTO
EVALUATION RESEARCH CORPORATION
Pursuant to the provisions of Section 13.1-76 of the Virginia
Stock Corporation Act, the undersigned corporation adopts the following Articles
of Merger for the purpose of merging each of two subsidiary corporations into
the undersigned corporation as the parent corporation of each such subsidiary
corporation, and the surviving corporation of each of the mergers which are the
subjects hereof.
1. The plan of merger concerning Electromagnetic Technology,
Inc. (attached hereto as Exhibit "A"), was duly approved by the Unanimous
Written Consent of the Board of Directors of the Surviving Corporation effective
December 9, 1985.
2. The attached plan of merger concerning Analytic
Disciplines, Inc. (attached hereto as Exhibit "B"), was duly approved by the
Unanimous Written Consent of the Board of Directors of the Surviving Corporation
effective December 9, 1985.
3. The number of outstanding shares of each class of each such
subsidiary corporation and the number of such shares of each class owned
immediately prior to the adoption of each such plan of merger by the parent
corporation, are:
- --------------------------------------- --------------------------------------- -----------------------------
NUMBER OF SHARES OF EACH
NAME OF CORPORATION TOTAL NUMBER OF SHARES OUTSTANDING OF CLASS OWNED BY PARENT
EACH CLASS CORPORATION IMMEDIATELY
PRIOR TO MERGER
Electromagnetic Technology, Inc. 100 Shares of Class A Common Stock 100 Shares of Class A
Common Stock
Electromagnetic Technology, Inc. 0 Shares of Class B common Stock 0 Shares of Class B
Common Stock
- --------------------------------------- --------------------------------------- -----------------------------
Analytic Disciplines, Inc. 891 Shares of Common Stock 891 Shares of Common Stock
4. The undersigned parent corporation is the sole stockholder of
each of the said subsidiary corporations. There are no minority stockholders of
either such subsidiary corporation.
5. Analytic Disciplines, Inc., a foreign corporation, has
complied with the applicable provisions of the laws of the State of Delaware,
its State of incorporation.
Executed in the name of the said parent corporation by its
President and its Secretary who declared under the penalties of perjury that the
facts stated herein are true.
Dated: December 10, 1985.
EVALUATION RESEARCH CORPORATION
By: /s/ LESLIE W. WRIGHT
--------------------------------
Name: Leslie W. Wright
Title: President
By: /s/ WILLIAM L. SARGEANT
--------------------------------
Name: William L. Sargeant
Title: Secretary
EXHIBIT "A"
PLAN OF MERGER
OF
ELECTROMAGNETIC TECHNOLOGY, INC.
INTO
EVALUATION RESEARCH CORPORATION
The following Plan of Merger has been duly adopted by the
Unanimous Written Consent of Directors of Evaluation Research Corporation
effective the 9th day of December, 1985.
I. The name of the subsidiary corporation is electromagnetic
Technology, Inc., and its State of Incorporation is Virginia.
II. The name of the surviving corporation is Evaluation
Research Corporation, and its State of Incorporation is Virginia.
III. The terms and conditions of the merger are as follows:
(a) Until altered, amended or repealed, as therein
provided, the By-Laws of the surviving corporation, as in effect at the time of
the merger shall remain effective and shall be the By-Laws of the surviving
corporation.
(b) The first annual meeting of the shareholders of the
surviving corporation held after the effective date of this merger shall be the
next annual meeting provided by the By-Laws of the surviving corporation.
(c) The first regular meeting of the Board of Directors
of the surviving corporation shall be held as soon as appropriate after the date
on which the merger shall become effective and may be called in the manner
provided for in the By-Laws of the surviving corporation.
(d) The surviving corporation shall pay all expenses of
carrying this Plan of Merger into effect and of accomplishing the merger.
(e) When the merger shall become effective, the separate
existence of Electromagnetic Technology, Inc. shall cease and said corporation
shall be
2
merged into the surviving corporation, and the surviving corporation shall
possess all the rights, privileges, powers and franchises of a public as well as
of a private nature and be subject to all the restrictions, disabilities and
duties of each of Electromagnetic Technology, Inc. and Evaluation Research
Corporation, and all the singular, the rights, privileges, powers and franchises
of each of said corporations, and all property, real, personal and mixed, and
all debts due to each of the said corporations on whatever account as well as
for share subscriptions and all other things in action or belonging to each of
such corporations, shall be vested in the surviving corporation; and all
property, rights and privileges, powers and franchises and all and every other
interest shall be thereafter as effectually the property of the surviving
corporation as they were of the said several and respective corporations and the
title to any real estate, whether by deed or otherwise, vested in any of the
said merging corporations, shall not revert or be in any way impaired by reason
of this merger, provided that all rights of creditors and all liens upon the
property of any of said merging corporations, shall be preserved unimpaired and
all debts, liabilities and duties of Electromagnetic Technology, Inc. shall
thenceforth attach to the said surviving corporation and may be enforced against
it to the same extent as if said debts, liabilities and duties had been incurred
or contracted by it.
(f) If at any time the surviving corporation shall
consider or be advised that any further assignments or assurance in law or any
things are necessary or desirable to vest in the surviving corporation,
according to the terms thereof, the title to any property or rights of
Electromagnetic Technology, Inc., the proper officers and directors of
Electromagnetic Technology, Inc., shall and will execute and make all such
proper assignments and assurances and do all things necessary or proper to vest
title in such property or rights in the surviving corporation.
IV. If at any time the surviving corporation shall consider or
be advised that any further acts are necessary or desirable to carry-out the
purposes of this Plan of Merger, the proper officers and directors of
Electromagnetic Technology, Inc., shall and will do all things necessary to
effectuate said end.
V. In that Evaluation Research Corporation is the sole owner
and holder of all of the shares of stock of the subsidiary corporation and there
are no minority shareholders of the subsidiary corporation, no provision is
contained here for converting minority owned shares.
VI. No amendment to the Certificate of Incorporation of the
surviving corporation, shall be effected by the merger.
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, December 31, 1985
The accompanying articles having been delivered to the State
Corporation Commission on behalf of Electromagnetic Technology, Inc., Analytic
Disciplines, Inc. and the Commission having found that the articles comply with
the requirements of law and that all required fees have been paid, it is
ORDERED that this Certificate of Merger be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that Electromagnetic Technology, Inc., Analytic Disciplines,
Inc. be merged into Evaluation Research Corporation, the surviving corporation,
which shall continue to be a corporation existing under the laws of the State of
Virginia with the corporate name Evaluation Research Corporation and that the
separate existence of the corporations parties to the plan of merger, except the
surviving corporation, shall cease.
STATE CORPORATION COMMISSION
By: /s/ ELIZABETH B. LACY
-------------------------
Commissioner
In the Clerk's Office of the Circuit Court, Fairfax County.
ARTICLES OF MERGER
MERGING
ERC MERGER CO., INC.
A Delaware Corporation
INTO
EVALUATION RESEARCH CORPORATION
a Virginia Corporation
Evaluation Research Corporation ("ERC"), a Virginia corporation,
and ERC Merger Co., Inc. ("Merger Company"), a Delaware corporation, desiring to
merge pursuant to the provisions of Section 13.1-72 of the Virginia Stock
Corporation Act, and ERC International, Inc., a Delaware corporation, do hereby
certify as follows:
FIRST: That Merger Company shall be merged into ERC pursuant to
that certain Agreement and Plan of Merger attached hereto as Exhibit "A" and
incorporated herein by reference.
SECOND: That the Agreement and Plan of Merger (the "Plan") was
duly approved by the Board of Directors of ERC at a regular meeting on March 20,
1984, that on April 10, 1984 notice was given in the manner provided by the
Virginia Stock Corporation Act to each Stockholder of Record of ERC and such
notice was accompanied by a copy of the Plan; and that the Plan was duly adopted
and approved by the stockholders of ERC at its Annual Meeting of Shareholders on
May 17, 1984.
THIRD: That there were 2,950,572 shares outstanding and entitled
to vote on the Agreement and Plan of Merger, and none of such shares were
entitled to vote thereon as a separate class.
FOURTH: That the number of shares voted for the Agreement and
Plan of Merger were 1,970,398 and the number voted against the said Plan were
45,097.
FIFTH: That adoption of the Agreement and Plan of Merger, and
the performance of its terms have been duly approved by the Boards of Directors
of Merger Company and of ERC International, Inc., and in each case all other
requisite corporate action has been taken with respect thereto.
SIXTH: On the effective date of the Merger, the stated capital
of ERC, the surviving corporation, shall be $148,640.
SEVENTH: That the within Merger is permitted by the laws of the
State of Delaware, and that all conditions required by the laws of said state
with respect thereto have been satisfied.
EIGHTH: That the surviving corporation is a domestic
corporation.
NINTH: That ERC International, Inc. guarantees and agrees that
it will be jointly severally liable with ERC for prompt payment to the
dissenting stockholders of ERC of the amount, if any, to which they may be
entitled by the provisions of the Virginia Stock Corporation Act with respect to
the rights of dissenting stockholders; that ERC International, Inc. agrees that
it may be served with process in the Commonwealth of Virginia in any proceeding
for the enforcement of rights of a dissenting stockholder of ERC; and that ERC
International, Inc. hereby irrevocably appoints the Clerk of the State
Corporation Commission of Virginia as its agent to accept service of process in
any such proceeding.
IN WITNESS WHEREOF, the within Articles have been duly executed
by and on behalf of the constituent corporations this 9th day of January, 1985.
- --------------------------------------------------------------------------------
ERC Merger Co., Inc. Evaluation Research Corporation
By: /s/ JACK E. AALSETH
By: /s/ JACK E. AALSETH Jack E. Aalseth, President
------------------------------- -------------------------------
Jack E. Aalseth, President
- --------------------------------------------------------------------------------
By: /s/ WILLIAM L. SARGEANT By: /s/ WILLIAM L. SARGEANT
------------------------------- -------------------------------
William L. Sargeant William L. Sargeant
Secretary Secretary
- --------------------------------------------------------------------------------
ERC International, Inc.
By: /s/ JACK E. AALSETH
-------------------------------
Jack E. Aalseth, President
- --------------------------------------------------------------------------------
By: /s/ WILLIAM L. SARGEANT
-------------------------------
William L. Sargeant
Secretary
- --------------------------------------------------------------------------------
3
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of December
20, 1984 by and among Evaluation Research Corporation, a Virginia corporation
("ERC"), ERC Merger Co., Inc., a Delaware corporation ("Merger Company") and ERC
International Inc., a Delaware Corporation ("Holding Company");
W I T N E S S E T H :
WHEREAS, ERC has an authorized capitalization consisting of (I)
10,000,000 shares of common stock, of the par value of $.05 per share ("Common
Stock"), of which on February 29, 1984, 2,941,017 shares are issued and
outstanding;
WHEREAS, Merger Company has an authorized capitalization
consisting of 50 shares of common stock, par value $.05 per share ("Merger
Company Common Stock"), of which 10 shares have been issued and are outstanding
and owned beneficially and of record by Holding Company; and
WHEREAS, Holding Company has an authorized capitalization
consisting of (I) 1,000 shares of common stock, of the par value of $.05 per
share ("Holding Company Common Stock"), of which 10 shares have been issued and
are outstanding and owned by ERC; and (ii) 60 shares of preferred stock, par
value $.50 per share, none of which shares are issued or outstanding; and
WHEREAS, the Board of Directors of the respective parties hereto
deem it advisable to merge Merger Company into ERC ("the Merger") in accordance
with the laws of the Commonwealth of Virginia and the State of Delaware, and
this Agreement, whereby the holders of shares of ERC Common Stock will receive
shares of Holding Company Common Stock;
4
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties hereto
agree that Merger Company shall be merged into ERC which shall be the
corporation surviving such merger and that the terms and conditions of such
merger, the mode of carrying it into effect, and the manner of converting and
exchanging shares shall be as follows:
ARTICLE I
THE MERGER
(a) The Merger shall become effective upon the issuance of a
Certificate of Merger by the Virginia State Corporations Commission and the
filing of all required documents in the State of Delaware, being referred to
herein as the "Effective Time". At the Effective Time, the separate existence of
Merger Company shall cease and Merger Company shall be merged into ERC (Merger
Company and ERC collectively being sometimes referred to herein as the
"Constituent Corporations" and ERC, the corporation designated in the
Certificate as the surviving corporation, being sometimes referred to herein as
the "Surviving Corporation").
(b) Prior to and after the Effective Time, Holding Company, ERC
and Merger Company, respectively, shall take all such action as may be necessary
or appropriate in order to effectuate the Merger. In this connection, Holding
Company shall issue the shares of Holding Company Common Stock which the holders
of ERC Common Stock shall be entitled to receive as provided in Article II
hereof. In case at any time after the Effective Time any further action is
necessary or desirable to carry out the purposes of this Agreement and to vest
the Surviving Corporation with all rights, privileges, immunities and
franchises, of a public as well as of a private nature, and all property, real
and personal, of either of the Constituent Corporations, the officers and
directors of each of the Constituent Corporations as of the Effective Time shall
take all such further action.
ARTICLE II
TERMS OF CONVERSION AND EXCHANGE OF SHARES
At the Effective Time:
(a) Each share of ERC Common Stock issued and outstanding
immediately prior to the Merger shall be changed and converted into one share of
Holding Company Common Stock, which shall thereupon be issued and fully paid and
nonassessable;
5
(b) The shares of Merger Company Common Stock issued and
outstanding immediately prior to the Merger shall be changed and converted into
such number of shares of ERC Common Stock as shall equal the number of shares of
ERC Common Stock issued and outstanding immediately prior to the merger, which
shares of ERC Common Stock shall thereupon be issued and fully paid and
nonassessable; and
(c) Each share of Holding Company Common Stock issued and
outstanding immediately prior to the Merger shall be cancelled.
(d) Holding Company shall succeed to and assume the obligations
of ERC under and pursuant to the terms of outstanding options to purchase shares
of ERC Common Stock, and shall reserve a sufficient number of shares of Holding
Company Common Stock to fulfill such obligations in accord with the terms of
such instruments. Each right to purchase a share of ERC Common Stock outstanding
immediately prior to the Effective Time pursuant to ERC's Stock Option and other
employee benefit plans will be converted into the right to purchase a share of
Holding Company Common Stock upon the same terms and conditions as existed
immediately prior to the Effective Time. ERC and Holding Company shall have
adopted a Plan of Exchange pursuant to which each holder of warrants to purchase
Common Stock of ERC shall become entitled to exchange any and all shares of such
Common Stock to which such holder may become entitled under the terms of such
warrants for a like number of shares of Holding Company Common Stock.
ARTICLE III
EMPLOYEE PLANS AND BENEFITS
(a) All retirement, deferred compensation, death benefit,
disability and health care plans of ERC and corporations of which ERC owns,
directly or indirectly, 50% or more of the outstanding voting securities,
together with any trust agreements and insurance contracts related thereto and
which are in force on the date hereof and which remain in effect at the
Effective Time, shall not be affected by the Merger.
(b) Holding Company will assume the obligations of ERC under
ERC's Employee Stock Ownership Plan, and under ERC's Employee Stock Option Plan.
Each option outstanding to purchase shares of ERC Common Stock shall, at the
Effective Time, become an option to purchase the same number of shares of
Holding Company Common Stock. At the Effective Time such Plans shall be deemed
amended to include employees of Holding Company among those who are eligible
participants.
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ARTICLE IV
CERTIFICATE OF INCORPORATION AND BY-LAWS
From and after the Effective Time, and until thereafter further
amended as provided by law, the Articles of Incorporation of ERC, as amended and
as in effect immediately prior to the Merger shall be and continue to be the
Articles of Incorporation of the Surviving Corporation.
From and after the Effective Time, the By-Laws of ERC, as
amended and as in effect immediately prior to the Merger, shall be and continue
to be the By-Laws of the Surviving Corporation until amended in accordance with
law.
ARTICLE V
DIRECTORS AND OFFICERS
The persons who are directors and officers of ERC immediately
prior to the merger shall become the directors and officers, respectively, of
Holding Company at the Effective Time of the Merger, and the persons who are
directors and officers of Merger Company immediately prior to the Merger shall
become the directors and officers, respectively, of the Surviving Corporation.
ARTICLE VI
STOCK CERTIFICATES
Following the Effective Time, each holder of an outstanding
certificate or certificates theretofore representing shares of ERC Common Stock
may, but shall not be required to, surrender the same to Holding Company for
cancellation or transfer, and such holder or transferee will be entitled to
receive a certificate or certificates representing the same number of shares of
Holding Company Common Stock as the shares of ERC Common Stock previously
represented by the stock certificates surrendered. Until so surrendered or
presented for transfer, each outstanding certificate which, prior to the
Effective Time, represented ERC Common Stock shall be deemed and treated for all
corporate purposes to represent the ownership of the same number of shares of
Holding Company Common Stock as though such surrender or transfer and exchange
had taken place. The stock transfer books from ERC Common Stock shall be deemed
to be closed at the Effective Time and no transfer of shares of ERC Common Stock
outstanding prior to the Effective Time, other than shares held by Holding
Company, shall thereafter be made on such books.
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ARTICLE VII
CONDITIONS OF THE MERGER
Consummation of the Merger is subject to the satisfaction of the
following conditions:
(a) The Plan shall have received the approval of the holders of
common stock of each of the Constituent Corporations.
(b) Prior to the Effective Time of the Merger, the Certificate
of Incorporation of Holding Company shall have been amended to increase the
number of authorized shares of common stock to 10,000,000. Further, if the
Shareholders of ERC shall have duly approved an amendment to its Articles of
Incorporation providing for the authorization of 600,000 shares of preferred
stock, to be issued in series, then the Certificate of Incorporation of Holding
Company shall, prior to the Merger, be amended to increase the number of
preferred shares authorized therein to 600,000. If the shareholders of ERC shall
not have approved an amendment as described in the preceding sentence, then,
prior to the Effective Time of the Merger, the Certificate of Incorporation of
Holding Company shall be amended to eliminate provisions authorizing preferred
stock.
(c) There shall have been obtained rulings of the Internal
Revenue Service or an opinion of counsel, satisfactory to the Board of Directors
of ERC, with respect to the tax consequences of the merger and other
transactions incident thereto.
ARTICLE VIII
AMENDMENT AND TERMINATION
The parties hereto by mutual consent of their respective Boards
of Directors may amend, modify or supplement this Agreement in such manner as
may be agreed upon by them in writing, at any time before or after approval of
this Agreement by the common shareholders of ERC; provided, however, that no
such amendment, modification or supplement shall, in the sole judgment of the
Board of Directors of ERC, materially and adversely affect the rights of the
shareholders of ERC.
This Agreement may be terminated and the Merger and other
transactions herein provided for abandoned at any time, whether before or after
approval of this Agreement by the shareholders of ERC, if said Board of
Directors determines for any
8
reason that the consummation of the transactions provided for herein would be
inadvisable or not in the best interests of ERC or its shareholders.
ARTICLE IX
MISCELLANEOUS
This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, ERC, Merger Company and Holding Company,
pursuant to approval and authorization duly given by resolutions adopted by
their respective Boards of Directors, have each caused this Agreement and Plan
of Merger to be executed by its respective President or one of its respective
Vice Presidents and attested by its respective Secretary or one of its
respective Assistant Secretaries.
- --------------------------------------------------------------------------------
ATTEST: EVALUATION RESEARCH CORPORATION
/s/ WILLIAM L. SARGEANT By: /s/ JACK E. AALSETH
------------------------- ----------------------------
- --------------------------------------------------------------------------------
ATTEST: ERC MERGER CO., INC.
/s/ WILLIAM L. SARGEANT By: /s/ JACK E. AALSETH
------------------------- ----------------------------
- --------------------------------------------------------------------------------
ATTEST: ERC INTERNATIONAL INC.
/s/ WILLIAM L. SARGEANT By: /s/ JACK E. AALSETH
------------------------- ----------------------------
- --------------------------------------------------------------------------------
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, January 31, 1985
The accompanying articles having been delivered to the State
Corporation Commission on behalf of ERC Merger Co., Inc. (a Dela. corp. not
domest., in Va.) and the Commission having found that the articles comply with
the requirements of law and that all required fees have been paid, it is
ORDERED that this Certificate of Merger be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that ERC Merger Co., Inc. (a Dela. corp. not domest., in Va.) be
merged into Evaluation Research Corporation, the surviving corporation, which
shall continue to be a corporation existing under the laws of the State of
Virginia with the corporate name Evaluation Research Corporation and that the
separate existence of the corporations parties to the plan of merger, except the
surviving corporation, shall cease.
STATE CORPORATION COMMISSION
By: /s/ THOMAS P. HARWOOD, JR.
------------------------------
In the Clerk's Office of the Circuit Court, Fairfax County.
AMENDMENT OF THE ARTICLES OF INCORPORATION
OF
EVALUATION RESEARCH CORPORATION
The following is the text of the Articles of Amendment duly
adopted by said Corporation in the manner herein below set forth:
1. The Capitalization as set forth in the Articles of
Incorporation of Evaluation Research Corporation, as amended, is hereby amended
to read as follows:
"There shall be one class of stock - Class One Common Stock and
there shall be 10,000,000 shares authorized for issuance at a
per value of $.05 per share. Each share of Common Stock shall
have full voting rights. All Existing issued and outstanding
Class A Common Stock of the Company shall be exchanged for Class
One Common Stock on the basis of one (1) share of Class One
Common Stock for each Two (2) shares of Class A Common Stock.
Fractional shares shall not be issued by the Company.
Shareholders holding an uneven number of Class A Common Stock
shall have the odd shares redeemed by the Company at fair market
value thereof as of the effective date of this Amendment as
determined by the Board of Directors".
On November 1, 1982, the Board of Directors of Evaluation
Research Corporation met at a properly called meeting to consider a duly
proposed notion to amend the Articles of Incorporation for said Company, the
text of which is set out above, and to refer such matters to the Shareholders
for approval. After consideration of the notion, the Board found that said
motion was in the best interests of the Corporation and adopted it unanimously
on November 1, 1982. The Board then
directed that notice be given to the Shareholders of record entitled to vote on
this matter.
There were 2,182,182 shares outstanding of the Corporation and
2,150,698 shares entitled to vote on said matter (there were 31,484 shares held
in Treasury of the Corporation). None of the shares were entitled to vote by
class. Notice by United States Mail was given on November 1, 1982 to the
Shareholders entitled to vote on this matter, accompanied by a copy of the
proposed amendment according to the notice provisions of the VA Code stating
that the Shareholders meeting to decide this matter would be held at 11:00 a.m.
on November 27, 1982.
On November 27, 1982, the Shareholders met to vote on the
adoption of the amendment as set forth above. Upon properly proposed motion, the
text of the amendment set forth above was adopted by the Shareholders as an
amendment to the Article of Incorporation. There were 1,689,804 shares
represented at the meeting, either in person or by proxy. 1,635,261 shares voted
in favor of the amendment and 16,653 shares voted against. Said vote represents
96.7% of the shares represented at the meeting in favor and 76% of the total
outstanding shares entitled to vote were in favor.
/s/ JACK E. AALSETH
-------------------------------
Name: Jack E. Aalseth
Title: President
/s/ CONWAY CHRISTIANSON
-------------------------------
Name: Conway Christianson
Title: Secretary
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND,
November 30, 1982
The accompanying articles having been delivered to the State
Corporation Commission on behalf of Evaluation Research Corporation and the
Commission having found that the articles comply with the requirements of law
and that all required fees have been paid, it is
ORDERED that this Certificate of Amendment be issued, and that
this order, together with the articles, be admitted to record in the office of
the Commission; and that the corporation have the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the
articles shall be forwarded for recordation in the office of the clerk of the
Circuit Court, Fairfax County.
STATE CORPORATION COMMISSION
By: /s/ THOMAS P. HARWOOD, JR.
------------------------------
ARTICLES OF INCORPORATION
OF
EVALUATION RESEARCH CORPORATION
We hereby associate to form a stock corporation under the
provisions of Chapter I of Title 13.1 of the Code of Virginia, and to that end,
set forth the following:
1. The name of the Corporation is: Evaluation Research
Corporation.
2. The purpose or purposes for which the Corporation is
organized are:
A. To engage in scientific activities, to perform
scientific research and analysis, to conduct management and consulting services
for government agencies and private industry, with respect to four major areas
of specialty, namely: Integrated Logistics Support, Management Systems, Systems
Evaluation, and Operations Research.
B. To do all things lawful, necessary or incident to the
accomplishment of the purposes set forth above; to exercise all lawful powers
now possessed by Virginia corporations of similar character; to enter into
partnerships or joint ventures, and to engage in any business in which a
corporation organized under the laws of Virginia may engage, except any business
that is required to be specifically set forth in the Articles of Incorporation.
2
C. The objects, powers and purposes specified in any
clause or paragraph hereinbefore contained shall be construed an objects and
powers in furtherance and not in limitation of the general powers conferred upon
corporations by the laws of the Commonwealth of Virginia; and it is hereby
expressly provided that the foregoing enumeration of specific powers shall in no
wise limit or restrict any other power, object or purpose of the Corporation or
in any manner affect any general powers or authority of the corporation.
3. The aggregate number of shares which the Corporation shall
have authority to issue and the par value per share are as follows:
- --------------------------------------------------------------------------------
CLASS NUMBER OF SHARES PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
Common Stock 500,000 $.10
- --------------------------------------------------------------------------------
Each share of Common Stock shall have full voting rights.
4. The post office address of the initial registered office is
4031 Chain Bridge Road, Fairfax, Virginia, 22030. The name of the city in which
the initial registered office is located is the City of Fairfax. The name of its
initial registered agent is Stuart H. Gary, who is a member of the Virginia
State Bar, a resident of the Commonwealth of Virginia, and whose business
address is the same as that of the Registered office.
5. The number of directors constituting the initial Board of
Directors is five (5) and the names and addresses of the persons who are to
serve as the initial directors are as follows:
3
1. John A. Scanga
10107 Springlane Terrace
Fairfax, Virginia 22030
2. C. James Christianson
11711 Stoney Creek Road
Rockville, Maryland 20854
3. Frederick D. Callison
2400 Holt Street
Vienna, Virginia 22180
4. Jack Aalseth
2804 Greenway Boulevard
Falls Church, Virginia
5. Jim Ziccarelli
9110 Redbridge Road
Richmond, Virginia 23235
6. In the absence of actual fraud, no contract or other
transaction of the Corporation shall be affected by the fact that any of the
directors or officers of the Corporation are in any way interested, in or
connected with any other party to such contract or transaction, or are
themselves parties to or interested in such contract or transaction. The fact of
membership in the Board of Directors shall not disqualify any director from
rendering unusual or special services to the Corporation and any director who
may be an officer, agent, or employee of the Corporation and who may as such
officer, agent, or employee render services to the Corporation otherwise than in
his capacity as director shall not be precluded from receiving compensation
appropriate to the value of such services; and the Board of Directors may in its
discretion cause such compensation to be paid or provided. Any and all directors
of the Corporation who are so interested in, or so connected with, such other
party or such contract or transaction
4
may be counted in determining the presence of a quorum and may vote at any
meeting of the Board of Directors which shall authorize or ratify any such
contract or transaction, with like force and effect as if they are not so
interested or connected. No ratification by stockholders of any of the aforesaid
contracts or transactions shall be necessary to the validity thereof.
7. The Corporation shall indemnify each of its officers and
directors, whether or not then in office (and his executor, administrator and
heirs) against all reasonable expenses actually and necessarily incurred by him
in connection with the defense of any litigation to which he may have been made
a party because he is or was a director or officer of the Corporation. He shall
have no right to reimbursement, however, in relation to matters as to which he
has been adjudged liable to the Corporation for negligence or misconduct in the
performance of his duties. The right to indemnity for expenses shall also apply
to expenses of suits which are compromised or settled if the court having
jurisdiction of the action shall approve such settlement.
The foregoing right of indemnification shall be in addition to,
and not exclusive of, all other rights to which such director or officer may be
entitled.
8. There shall be no preemptive rights of any stockholder to
acquire unissued shares of the Corporation.
Dated: July 7, 1976.
/s/ DIANE B. WOOD
------------------------------
Name: Diane B. Wood
Title: Incorporator
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND,
September 5, 1978
The accompanying articles having been delivered to the State
Commission on behalf of Evaluation Research Corporation and the Commission
having found that the articles comply with the requirements of law and that all
required fees have been paid, it is ORDERED that this CERTIFICATE OF AMENDMENT
be issued, and that this order, together with the articles, be admitted to
record in the office of the Commission; and that the corporation have the
authority conferred on it by law in accordance with the articles, subject to the
conditions and restrictions imposed by law.
Upon completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
County, Fairfax County.
STATE CORPORATION COMMISSION
By: /s/ THOMAS P. HARWOOD, JR.
------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court, Fairfax County
The foregoing certificate (including the accompanying articles)
has been duly recorded in my office this 15th day of Sept. 1978 and is now
returned to the State Corporation Commission by certified mail.
By: /s/ LINDA C. CAPO, DEPUTY
-----------------------------
Clerk
ARTICLES OF AMENDMENT
EVALUATION RESEARCH CORPORATION
Evaluation Research Corporation hereby adopts the following
Amendments to its Articles of Incorporation:
1. The capitalization as set forth in the original Articles of
Incorporation is hereby changed as follows:
"There shall be one class of stock -- Class A Common Stock, and
there shall be 6,000,000 shares authorized for issuance at a par value of $.025
per share. Each share of common stock shall have full voting rights."
2. A new article shall be added to the existing Articles of
Incorporation, said new Article to be Article 9 and shall read as follows:
"9. Classification of Directors. There shall be two classes of
Directors, Class A and Class B. Class A Directors elected in July, 1978, shall
serve a two-year (2) term until the annual meeting in July, 1980. Class B
Directors elected in July, 1978, shall serve a one-year (1) term until the
annual meeting in July, 1979. All Directors elected commencing with the annual
meeting in July, 1979, shall be elected for a two-year (2) term. The number of
directors shall be the number stated in the by-laws, but shall always exceed
three (3)."
The Board of Directors of Evaluation Research Corporation
approved the above changes as in the best interests of the corporation at a
meeting duly called for said purpose on May 4, 1978. Notice was given by United
States Mail to all shareholders entitled to vote thereon on June 22, 1978, that
the above changes in the Articles would come before the Shareholders at the
Annual Meeting and a copy of the proposed changes was included in said Notice.
At the annual meeting of the Shareholders held on July 18, 1978, out of a total
of 235,285 shares outstanding, 216,595 shares were represented either in person
or by proxy and the vote in favor of the above amendments was 216,095, the vote
against was 500. The above vote
2
represented 99.76% of shares voted were in favor and 91.84% of all outstanding
shares were voted in favor of said amendments.
Respectfully submitted,
/s/ JACK E. AALSETH
-------------------------------
Name: Jack E. Aalseth
Title: President
/s/ CONWAY CHRISTIANSON
-------------------------------
Name: Conway Christianson
Title: Secretary
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
APPOINTMENT OF REGISTERED AGENT AND ESTABLISHMENT OF REGISTERED OFFICE
EXPLANATION OF THIS FORM: Every corporation doing business in Virginia has a
registered agent and a registered office. A change can be made only by filing
this Form 18. A new Form 18 must be filed whenever there is a change in the name
or business address of the agent or whenever the agent dies, resigns or ceases
to be qualified. Form 18A must be filed when a corporation changes its name.
The registered agent is the person to whom official communications are sent and
on whom legal process is served. It is his duty to forward all such papers to
the proper offices of the corporation. He should not be appointed without his
consent in writing.
The agent once appointed remains the agent until his successor is appointed. IT
IS IMPORTANT FOR THE CORPORATION TO KNOW AT ALL TIMES WHO ITS REGISTERED AGENT
IS.
DEFINITION OF WORDS: A new appointment does not become legally effective
until this form has been filed by the Clerk of the State Corporation Commission.
The word "OLD" will be used to describe the agent who remains the agent until
this form has been filed. The word "NEW" will be used to describe the agent who
will be the agent after this form has been filed. (OF COURSE THE "OLD" AGENT MAY
BE THE SAME PERSON AS THE "NEW" AGENT) The same terminology will apply to the
registered office.
STATEMENT
1. The name of the corporation is: EVALUATION RESEARCH CORPORATION
2. The corporation is incorporated under the laws of the state of VIRGINIA
3. The name and address of the OLD registered agent and the OLD registered
office were:
STUART H. GRAY
4031 CHAIN BRIDGE ROAD
FAIRFAX, VIRGINIA 22030
4. Its NEW registered agent is a resident of Virginia. His name is: STUART H.
GRAY [ITEM 4 MUST BE COMPLETED EVEN IF SAME IS SHOWN IN ITEM 3].
5. The registered address of its NEW registered office is the same as the
address of the Business Office of the NEW registered agent.
That address is: 4041 UNIVERSITY DRIVE, SUITE 200, FAIRFAX, VA. 22030 ,VA.
---------------------------------------------- ----------
(Number) (Street) (Post Office) (Zone)
2
6. The NEW registered agent is [ ] an officer of the corporation or [ ] a
director of the corporation or [X] a member of the Virginia State Bar.
[Check the applicable square or squares]
If an officer, his title is:
7. The new agent was appointed and the new office established by a resolution
duly adopted by the board of directors of the corporation.
8. Location of OLD and NEW registered offices: [INSTRUCTION FOR ITEM 8: No
place in Virginia is located in both a city and a county. (This is not true
of any other state in the United States.) For jurisdictional purposes in
bringing lawsuits, serving process, filing papers, etc., it is necessary to
know which city or county the registered office is in. (If you do not know
the name of the city or county, ask your registered agent to inform you.)
Be sure to insert the words "city" or, or "county of" because some cities
and counties have the same name.)
(A) The OLD registered office was located in the CITY of FAIRFAX
----------------
(City or County)
(B) The NEW registered office was located in the CITY of FAIRFAX
----------------
(City or County)
I declare under the penalties of perjury that the facts stated herein are true.
EVALUATION RESEARCH CORPORATION
-------------------------------
(Name of Corporation)
By
-----------------------------
Title
This statement must be executed in the name of the corporation by the
chairman or vice chairman of the board of directors, the president or a
vice-president and NOT BY ANY OTHER OFFICER. The registered agent may sign this
statement if he changes his business address, and by signing, certifies that a
copy has been mailed to the corporation.
FEES: Send one, two or three separate checks for fees of $1.00 each in
accordance with the fee schedule on the BACK of this form.
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND,
November 9, 1979
The accompanying articles having been delivered to the State
Commission on behalf of Evaluation Research Corporation and the Commission
having found that the articles comply with the requirements of law and that all
required fees have been paid, it is ORDERED that this CERTIFICATE OF AMENDMENT
be issued, and that this order, together with the articles, be admitted to
record in the office of the Commission; and that the corporation have the
authority conferred on it by law in accordance with the articles, subject to the
conditions and restrictions imposed by law.
Upon completion of such recordation, this order and the
articles shall be forwarded for recordation in the office of the clerk of the
Circuit County, Fairfax County.
STATE CORPORATION COMMISSION
By: /s/ THOMAS P. HARWOOD, JR.
------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court, Fairfax County
The foregoing certificate (including the accompanying
articles) has been duly recorded in my office this 29th day of November 1979 and
is now returned to the State Corporation Commission by certified mail.
By: /s/ JAMES E. HOOFNAGLE
--------------------------
Clerk
AMENDMENT OF THE ARTICLES OF INCORPORATION
OF
EVALUATION RESEARCH CORPORATION
The following is the text of the article of amendment duly
adopted by said corporation in the manner herein below set forth:
"10. STOCK OPTIONS
The Board of Directors shall have the authority to grant and
issue options for the purchase of shares of the Company to such individuals and
entities, including employees and officers of the company, on such terms and
conditions and for such consideration as it deems in the best interest of the
Company."
On July 11, 1979 the Board of Directors of Evaluation Research
Corporation met at a properly called meeting to consider a duly proposed motion
to amend the Articles of Incorporation for said company, the text of which is
set out above, and to refer such matter to the shareholders to approval. After
consideration of the motion, the Board found that said motion was in the best
interests of the corporation and adopted it unanimously on July 11, 1979. The
Board then directed that notice be given to the shareholders of record entitled
to vote on this matter.
There were 1,099,298 shares outstanding of the said
corporation. 1,099,298 shares were entitled to vote on said matter. None is
entitled to vote as a class. Notice was given July 12, 1979 to the shareholders
entitled to vote on this matter, accompanied by a copy of the proposed amendment
according to the notice provisions of the Va. Code, stating that the
shareholders' meeting to decide this matter would be held on August 9, 1979.
On August 9, 1979 the shareholders met to vote on the adoption
of said languages amending the articles of incorporation. Upon properly proposed
motion, said language was adopted by the shareholders as the article of
amendment to the Articles of Incorporation. There were 801,026 votes in favour
of adoption, 0 votes opposed to adoption of the said amendment.
/s/ JACK E. AALSETH
----------------------------
President
2
/s/ CONWAY CHRISTIANSON
----------------------------
Secretary
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND,
July 16, 1976
The accompanying articles having been delivered to the State
Commission on behalf of Evaluation Research Corporation and the Commission
having found that the articles comply with the requirements of law and that all
required fees have been paid, it is ORDERED that this CERTIFICATE OF
INCORPORATION be issued, and that this order, together with the articles, be
admitted to record in the office of the Commission; and that the corporation
have the authority conferred on it by law in accordance with the articles,
subject to the conditions and restrictions imposed by law.
Upon the completion of such recordation, this order and the
articles shall be forwarded for recordation in the office of the clerk of the
Circuit County, Fairfax County.
STATE CORPORATION COMMISSION
By: /s/ THOMAS P. HARWOOD JR.
-----------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court, Fairfax County
The foregoing certificate (including the accompanying
articles) has been duly recorded in my office this 23rd day of July 1976 and is
now returned to the State Corporation Commission by certified mail.
By: /s/ LINDA C. CAPO
-----------------------
Clerk
Commonwealth of Virginia
State Corporation Commission
I Certify the Following from the Records of the Commission:
The foregoing is a true copy of all documents constituting the charter of Anteon
Corporation.
Nothing more is hereby certified.
Signed and Sealed at Richmond on this Date:
July 28, 1999
/s/ JOEL H. PECK
--------------------------------------------
Joel H. Peck, Clerk of the Commission