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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/16/04 Sensus Metering Headquarters Corp S-4 49:10M Merrill Corp/New/FA Sensus Metering Systems - North America Inc Smith-Blair Inc M&FC Holdings LLC Sensus Metering Systems Bermuda 2 Ltd Sensus Metering Systems Ip Holdings Inc Sensus Precision Die Casting Inc Sensus Metering Systems Inc |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.80M
Business-Combination Transaction
2: EX-1.1 Underwriting Agreement HTML 257K
3: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 669K
Liquidation or Succession
4: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 43K
Liquidation or Succession
5: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 38K
14: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 54K
15: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 24K
16: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 54K
17: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 32K
18: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 56K
19: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 18K
20: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 71K
6: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 60K
7: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 52K
8: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 17K
9: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 34K
10: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 84K
11: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 34K
12: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 54K
13: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 48K
21: EX-4.1 Instrument Defining the Rights of Security Holders HTML 843K
22: EX-4.3 Instrument Defining the Rights of Security Holders HTML 166K
23: EX-5.1 Opinion re: Legality HTML 25K
24: EX-10.1 Material Contract HTML 750K
33: EX-10.10 Material Contract HTML 96K
34: EX-10.11 Material Contract HTML 83K
35: EX-10.12 Material Contract HTML 77K
36: EX-10.13 Material Contract HTML 147K
37: EX-10.14 Material Contract HTML 52K
38: EX-10.15 Material Contract HTML 42K
39: EX-10.16 Material Contract HTML 85K
40: EX-10.17 Material Contract HTML 53K
25: EX-10.2 Material Contract HTML 809K
26: EX-10.3 Material Contract HTML 177K
27: EX-10.4 Material Contract HTML 122K
28: EX-10.5 Material Contract HTML 117K
29: EX-10.6 Material Contract HTML 121K
30: EX-10.7 Material Contract HTML 421K
31: EX-10.8 Material Contract HTML 188K
32: EX-10.9 Material Contract HTML 97K
41: EX-12.1 Statement re: Computation of Ratios HTML 54K
42: EX-21.1 Subsidiaries of the Registrant HTML 26K
43: EX-23.1 Consent of Experts or Counsel HTML 18K
44: EX-25.1 Statement re: Eligibility of Trustee HTML 74K
45: EX-99.1 Miscellaneous Exhibit HTML 77K
46: EX-99.2 Miscellaneous Exhibit HTML 32K
47: EX-99.3 Miscellaneous Exhibit HTML 24K
48: EX-99.4 Miscellaneous Exhibit HTML 23K
49: EX-99.5 Miscellaneous Exhibit HTML 30K
EXHIBIT 3.13
CERTIFICATE OF INCORPORATION
OF
M&FC SERVICE CO., INC.
FIRST. The name of the corporation is M&FC Service Co., Inc.
SECOND. The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares which the corporation shall have authority to issue is 1000 shares of Common Stock, and the par value of each of such shares is $1.00.
FIFTH. The name and mailing address of the incorporator is Edgar F. DeVylder, 1000 One Main Place Stamford, Connecticut 06902.
SIXTH. The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.
SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.
IN WITNESS WHEREOF, I have signed this certificate of incorporation this 11th day of April, 1990.
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
M&FC Service Co., Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:
1. That the Board of Directors of the Corporation, desiring to amend the Certificate of Incorporation of the Corporation, has adopted the following resolution by unanimous written consent in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware:
RESOLVED, that Article FIRST of the Certificate of Incorporation of the Corporation shall be amended to change the name of the Corporation, and as so amended, shall read in its entirety as follows:
“FIRST: The name of the corporation (the ‘Corporation’) is Invensys Metering Headquarters Corporation.”
2. The resolution amending the Certificate of Incorporation of the Corporation was duly adopted by written consent of the stockholder of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware, and written notice of the adoption of such resolution has been given as provided by Section 222 of the General Corporation Law to every stockholder entitled to such notice.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to its Certificate of Incorporation to be signed by Rod Powell, its President, and attested by Timothy J. Dolan, its Secretary, this 27 day of March 2000.
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By: |
/s/ Rod Powell |
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Rod Powell |
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Its President |
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Attest:
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By: |
/s/ Timothy J. Dolan |
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Its Secretary |
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Invensys Metering Headquarters Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:
1. That the Board of Directors of the Corporation, desiring to amend the Certificate of Incorporation of the Corporation, has adopted the following resolution by unanimous written consent in accordance with the provisions of Section 141(f) of the General Corporation Law of Delaware:
RESOLVED, that Article FIRST of the Certificate of Incorporation of the Corporation shall be amended to change the name of the Corporation, and as so amended, shall read in its entirety as follows:
“FIRST: The name of the corporation (the ‘Corporation’) is Sensus Metering Headquarters Corporation.”
2. The resolution amending the Certificate of Incorporation of the Corporation was duly adopted by written consent of the stockholders of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware, and written notice of the adoption of such resolution has been given as provided by Section 222 of the General Corporation Law to every stockholder entitled to such notice.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to its Certificate of Incorporation to be signed by James Spool, its Secretary, and attested by Donna M. Haynes, its Assistant Secretary, this 15th day of December, 2003.
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By: |
/s/ James Spool |
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James Spool, |
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Its Secretary |
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Attest:
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By: |
/s/ Donna M. Hayes |
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Donna M. Haynes, |
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Its Assistant Secretary |
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