Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment No. 1 to Form S-4 141 745K
2: EX-3.1 Articles of Incorporation of the Company 10 36K
3: EX-3.2 By-Laws of the Company 9 42K
4: EX-3.3 Articles of Incorporation of Kilovac 75 142K
5: EX-3.4 By-Laws of Kilovac 20 76K
6: EX-3.5 Articles of Incorporation of Kilovac International 2 14K
7: EX-3.6 By-Laws of Kilovac International 19 76K
8: EX-4.1 Indenture, Dated September 18, 1997 147 467K
9: EX-4.2 Purchase Agreement, Dated September 12, 1997 40 132K
10: EX-4.3 Registration Rights Agreement 33 121K
11: EX-10.1 Ramzi A. Dabbagh Employment Agreement 8 34K
19: EX-10.10 Security Agreement, Dated September 18, 1997 53 154K
20: EX-10.11 Stock Subscription & Purchase Agreement 29 161K
21: EX-10.13 Environmental Remediation & Escrow Agreement 16 45K
22: EX-10.14 Lease Agreement, Dated July 2, 1996 31 116K
23: EX-10.15 2nd Amend. to Stock Subscription & Purchase Agrmt 8 36K
24: EX-10.17 Amend. to the Recapitalization Agreement 61 280K
25: EX-10.18 Indemnification & Escrow Agreement 12 57K
26: EX-10.19 Stockholders Agreement, Dated September 18, 1997 27 98K
12: EX-10.2 G. Daniel Taylor Employment Agreement 8 34K
27: EX-10.20 Registration Agreement, Dated September 18, 1997 27 98K
28: EX-10.21 Form of Junior Subordinated 10 47K
29: EX-10.22 Kilovac & Dan McAllister Employment Agreement 4 26K
30: EX-10.23 Kilovac & McPherson Employment Agreement 4 27K
31: EX-10.24 Kilovac & Rick Danchuk Employment Agreement 4 27K
32: EX-10.25 Kilovac & Robert A. Helman Employment Agreement 4 27K
13: EX-10.3 Michael A. Steinback Employment Agreement 4 25K
14: EX-10.4 David Henning Employment Agreement 3 21K
15: EX-10.5 Management Agreement, Dated September 18, 1997 5 25K
16: EX-10.6 Tax Sharing Agreement 4 21K
17: EX-10.8 Pledge Agreements, Dated September 18, 1997 17 62K
18: EX-10.9 Subsidiary Guarantee, Dated September 18, 1997 14 55K
33: EX-12.1 Statement of Computation of Ratios 1 15K
34: EX-21.1 Subsidiaries of the Company, Kilovac & Kilovac Int 1 12K
35: EX-23.1 Consent of Deloitte & Touche LLP 1 13K
36: EX-23.2 Consent of Deloitte & Touche 1 13K
37: EX-23.3 Consent of Deloitte & Touche LLP 1 13K
38: EX-99.1 Form of Letter of Transmittal 11 57K
39: EX-99.2 Form of Notice of Guaranteed Delivery 4 24K
40: EX-99.3 Form of Tender Instructions 2± 16K
EX-3.5 — Articles of Incorporation of Kilovac International
EX-3.5 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.5
ARTICLES OF INCORPORATION
OF
KILOVAC INTERNATIONAL, INC.
The undersigned Incorporator hereby executes, acknowledges and files the
following ARTICLES OF INCORPORATION for the purpose of forming a corporation
under the General Corporation Law of the State of California.
FIRST. The name of the Corporation shall be KILOVAC INTERNATIONAL, INC.
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SECOND. The purpose of the Corporation is to engage in any lawful act or
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activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
THIRD. The name and address in this state of the Corporation's initial
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agent for service of process in accordance with subdivision (b) of Section 1502
of the General Corporation Law is Joseph D. Abkin, Esq., 125 East Victoria
Street, Suite A, Santa Barbara, California 93101.
FOURTH. The Corporation is authorized to issue only one class of stock,
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and the total number of shares of stock which the Corporation is authorized to
issue is One Million (1,000,000).
IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing
Articles of Incorporation on December 7, 1977.
__________________________________________________
Joseph D. Abkin, Incorporator
The undersigned declares that he is the person who executed the foregoing
Articles of Incorporation and that such instrument is the act and deed of the
undersigned.
__________________________________________________
Joseph D. Abkin, Incorporator
7 December 1977
We, hereby, consent to the use of the name "KILOVAC INTERNATIONAL,
INC." by a corporation whose Artices of Incorporation are signed by Joseph D.
Abkin. This corporation will be a subsidiary of Kilovac Corporation.
Very truly yours,
Jerry L. Dysart
Vice President -Marketing
Director
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