Exhibit 31
FEDERAL IDENTIFICATION
NO. 06-0513860
FEE: $250.00
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
We, Robert D. Wachob, *President
and Robert M. Soffer, *Clerk
of Rogers Corporation,
organized under the laws of Massachusetts and herein called the parent
corporation, certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent corporation
is/are:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
Durel Corporation Delaware June 1, 1988
2. The parent corporation, at the date of the vote, owned not less than ninety
percent (90%) of the outstanding shares of each class of stock of the subsidiary
corporation or corporations with which it has voted to merge.
Item 3 below may be deleted if all the corporations are organized under the laws
of Massachusetts and if General Laws, Chapter 156B is applicable to them.
3. That in the case of each of the above named corporations, the laws of the
state of its organization, if other than Massachusetts, permit the merger herein
described, and that all action required under the laws of each such state in
connection with this merger has been duly taken.
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.
4. That at a meeting of the directors of the parent corporation, the following
vote, pursuant to General Laws, Chapter 156B, Section 82, Subsection (a) was
duly adopted:
Voted: That Rogers Corporation, a Massachusetts corporation,
------ merge, and it hereby does merge into itself Durel
Corporation, a Delaware corporation and a
wholly-owned subsidiary of Rogers Corporation, and
pursuant to such merger this corporation assumes all
of Durel Corporation's obligations.
Further
Voted: That the merger shall become effective at the close
------- of business on December 28, 2003.
Further
Voted: That the terms and provisions of the Articles of
------- Merger of Parent and Subsidiary Corporations (the
"Articles") attached hereto as Exhibit A, and the
execution and delivery of the Articles by Robert D.
Wachob, President of this corporation, and Robert M.
Soffer, Clerk of the corporation, be, and the same
hereby are, authorized and approved in all respects.
Further
Voted: That the merger of Durel Corporation into this
------- corporation, as contemplated by the Articles, may be
amended or terminated and abandoned by the Board of
Directors of this corporation at any time prior to
the time that this merger filed with the Secretary of
the Commonwealth of Massachusetts becomes effective.
Note: Votes, for which the space provided above is not sufficient, should be
listed on additional sheets to be numbered 4A, 4B, etc. Additional sheets must
be 8 1/2 x 11 and have a left hand margin of 1 inch. Only one side should be
used.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within Articles of Merger of Parent and Subsidiary
Corporations and, the filing fee in the amount of $250.00,
having been paid, said articles are deemed to have been filed with me
this 16th day of December, 2003.
Effective date: December 28th, 2003
-------------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Contact Information:
Terrance W. Mahoney
LeBoeuf, Lamb, Greene & MacRae L.L.P.
260 Franklin Street, Boston, MA 02110
Telephone: 617-748-6810
Email: tmahoney@llgm.com
A copy of this filing will be available on-line at www.state.ma.us/sec/cor
once the document is filed.
5. The effective date of the merger shall be the date approved and filed by the
Secretary of the Commonwealth. If a later effective date is desired, specify
such date, which shall not be more than thirty days after the date of filing:
Close of business on December 28, 2003.
SIGNED UNDER THE PENALTIES OF PERJURY, this 12th day of December, 2003,
Robert D. Wachob, *President/XXXXXXXXX
Robert M. Soffer, *Clerk/XXXXXXXXXXXX
*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.