Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration Statement 278 1.27M
7: EX-3.10 Bylaws of Ahi Properties I, Inc. 13 79K
8: EX-3.11 Certificate of Incorporation & Amendments Thereto 4 45K
9: EX-3.12 Bylaws of Ai Capital Corp. 14 93K
10: EX-3.13 Certificate of Incorporation of Armor Brands, Inc. 3 47K
11: EX-3.14 Bylaws of Armor Brands, Inc. 13 79K
12: EX-3.15 Certificate of Formation and Amendments of Armor 2 40K
13: EX-3.16 Operating Agreement of Armorgroup Services, LLC 3 42K
14: EX-3.17 Certificate of Incorporation and Amendments 6 52K
15: EX-3.18 Bylaws of Armor Holdings Forensics, Inc. 14 80K
16: EX-3.19 Certificate of Formation of Armor Holdings Gp, LLC 1 38K
17: EX-3.20 Amended & Restated Operating Agreement of Armor 4 43K
18: EX-3.21 Certificate of Formation of Armor Holdings 1 38K
19: EX-3.22 Amended and Restated Operating Agreement of Armor 4 43K
20: EX-3.23 Certificate of Formation of Armor Holdings 1 38K
21: EX-3.24 Operating Agreement of Armor Holdings Mobile 11 72K
22: EX-3.25 Certificate of Formation of Armor Holdings Payroll 1 38K
23: EX-3.26 Operating Agreement of Armor Holdings Payroll 4 42K
24: EX-3.27 Certificate of Incorporation of Armor Holdings 4 48K
25: EX-3.28 Bylaws of Armor Holdings Products, Inc. 15 83K
26: EX-3.29 Certificate of Incorporation of Armor Holdings 3 46K
27: EX-3.30 Bylaws of Armor Holdings Properties, Inc. 15 83K
28: EX-3.31 Certificate of Incorporation & Amendments Thereto 4 48K
29: EX-3.32 Bylaws of Armor Holdings Safety Products Company 13 79K
30: EX-3.33 Certificate of Incorporation and Amendments 5 50K
31: EX-3.34 Bylaws of Asd Capital Corp. 14 93K
32: EX-3.35 Certificate of Incorporation & Amendments 2 41K
33: EX-3.36 Bylaws of B-Square, Inc. 21 88K
34: EX-3.37 Certificate of Incorporation and Amendments 4 48K
35: EX-3.38 Bylaws of Break Free Armor Corp. 13 79K
36: EX-3.39 Certificate of Incorporation and Amendments 9 51K
37: EX-3.40 Bylaws of Break Free, Inc. 18 86K
38: EX-3.41 Certificate of Incorporation of Casco 2 40K
39: EX-3.42 Bylaws of Casco International, Inc. 29 113K
40: EX-3.43 Certificate of Incorporation and Amendments 5 49K
41: EX-3.44 Bylaws of Ccec Capital Corp. 15 94K
42: EX-3.45 Certificate of Incorporation of Cdr International 2 38K
43: EX-3.46 Bylaws of Cdr International, Inc. 15 67K
44: EX-3.47 Certificate of Incorporation 3 46K
45: EX-3.48 Bylaws of Defense Technology Corp. of America 15 83K
46: EX-3.49 Articles of Incorporation 10 56K
2: EX-3.5 Certificate of Incorporation of 911 Ep, Inc. 4 48K
47: EX-3.50 Bylaws of Hatch Imports, Inc. 13 65K
48: EX-3.51 Certificate of Incorporation of Identicator, Inc. 4 48K
49: EX-3.52 Bylaws of Identicator, Inc. 13 79K
50: EX-3.53 Cert. of Incorporation of International Center 3 44K
51: EX-3.54 Bylaws of Intl Center for Safety 16 94K
52: EX-3.55 Certificate of Incorporation of Monadnock 3 46K
53: EX-3.56 Bylaws of Monadnock Lifetime Products, Inc. (De) 13 80K
54: EX-3.57 Articles of Incorporation of Monadnock Police 6 49K
55: EX-3.58 Bylaws of Monadnock Police Training Council, Inc. 29 113K
56: EX-3.59 Certificate of Limited Partnership & Amendments 13± 102K
3: EX-3.6 Bylaws of 911 Ep, Inc. 13 79K
57: EX-3.60 Limited Partnership Agreement & Amendments Thereto 67 195K
58: EX-3.61 Articles of Organization of Nap 2± 45K
59: EX-3.62 Operating Agreement and Amendments Thereto of Nap 33 140K
60: EX-3.63 Certificate of Incorporation of Monadnock Lifetime 4 45K
61: EX-3.64 Bylaws of Monadnock Lifetime Products, Inc. (Nh) 29 113K
62: EX-3.65 Cert. of Incorporation of Network Audit 5 52K
63: EX-3.66 Bylaws of Network Audit Systems, Inc. 13 80K
64: EX-3.67 Cert. of Incorporation & Amendments Thereto 4 48K
65: EX-3.68 Bylaws 13 79K
66: EX-3.69 Certificate of Formation of O'Gara-Hess 5 48K
4: EX-3.7 Certificate of Incorporation of Ahi Bulletproof 3 46K
67: EX-3.70 Operating Agreement of O'Gara-Hess 11 71K
68: EX-3.71 Cert. of Incorporation of Pro-Tech Armored 5 51K
69: EX-3.72 Bylaws of Pro-Tech Armored Products 26 77K
70: EX-3.73 Certificate of Incorporation and Amendment 5 52K
71: EX-3.74 Bylaws of Ramtech Development Corp. 13 79K
72: EX-3.75 Amended and Restated Articles of Incorporation 11 53K
73: EX-3.76 Bylaws of Safari Land Ltd., Inc. 27 106K
74: EX-3.77 Certificate of Incorporation of Safariland 1 38K
75: EX-3.78 Bylaws of Safariland Government Sales, Inc. 22 137K
76: EX-3.79 Certificate of Incorporation of Sai Capital Corp. 6 54K
5: EX-3.8 Bylaws of Ahi Bulletproof Acquisition Corp. 13 79K
77: EX-3.80 Bylaws of Sai Capital Corp. 15 94K
78: EX-3.81 Certificate of Incorporation 5 51K
79: EX-3.82 Bylaws of Simula Aerospace & Defense Group, Inc. 15 95K
80: EX-3.83 Certificate of Incorporation of Simula, Inc. 7 55K
81: EX-3.84 Bylaws of Simula, Inc. 16 96K
82: EX-3.85 Certificate of Incorporation of Simula Polymer 3 45K
83: EX-3.86 Bylaws of Simula Polymer Systems, Inc. 15 91K
84: EX-3.87 Articles of Incorporation 3 45K
85: EX-3.88 Bylaws of Simula Technologies, Inc. 15 91K
86: EX-3.89 Cert. of Incorporation & Amendments Thereto 4 46K
6: EX-3.9 Certificate of Incorporation of Ahi Properties I 3 47K
87: EX-3.90 By-Laws of Simula Transportation Equipment 15 94K
88: EX-3.91 Certificate of Incorporation of Speedfeed 3 46K
89: EX-3.92 Bylaws of Speedfeed Acquisition Corp. 13 79K
90: EX-3.93 Articles of Incorporation of the O'Gara Company 4 46K
91: EX-3.94 Bylaws of the O'Gara Company 12 66K
92: EX-4.2 First Supplemental Indenture 17 68K
93: EX-4.3 Second Supplement Indenture 19 78K
94: EX-4.4 Third Supplemental Indenture 19 78K
95: EX-4.6 Form of New Note 11 68K
96: EX-12.1 Statement of Computation of Ratio of Earnings 1 39K
97: EX-21.1 Subsidiaries of Armor Holdings, Inc. 6 49K
98: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 37K
99: EX-23.2 Consent of Deloitte & Touche LLP 1 38K
100: EX-25.1 Form T-1 8 60K
101: EX-99.1 Form of Letter to Dtc Participants 2 42K
102: EX-99.2 Form of Letter of Transmittal 20 99K
103: EX-99.3 Form of Notice of Guaranteed Delivery 6 49K
104: EX-99.4 Form of Instruction to Book-Entry Transfer 2 40K
105: EX-99.5 Form of Letter to Clients 2 39K
106: EX-99.6 Guidelines for Certification of Taxpayer Id 4 47K
107: EX-99.7 Form of Exchange Agent Agreement 11 64K
CERTIFICATE OF INCORPORATION
OF
NAS MERGER SUBSIDIARY, INC.
---------------
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware" or the
"General Corporation Law"), hereby certifies that:
FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is NAS Merger Subsidiary, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, County of New
Castle; and the name of the registered agent of the Corporation in the State of
Delaware is Corporation Service 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 the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one thousand five hundred (1,500) shares of common
stock, par value of $.001 per share.
FIFTH: The name and the mailing address of the incorporator is:
Robert L. Lawrence, Esq.
c/o Kane Kessler, P.C.
1350 Avenue of the Americas, 26th floor
New York, New York 10019
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of any receiver or receivers appointed for
this Corporation under Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of
the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have
the same meaning to wit, the total number of directors which the
Corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other Bylaws of the Corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the Corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the Bylaws of the
Corporation may be exercised by the Board of Directors of the Corporation;
provided, however, that any provision for the classification of Directors
of the Corporation for staggered terms pursuant to the provisions of
subsection (d) of Section 141 of the General Corporation Law of the State
of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted
by the stockholders entitled to vote of the Corporation unless provisions
for such classification shall be set forth in this Certificate of
Incorporation.
3. Whenever the Corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever
the Corporation shall be authorized to issue more than one class of stock,
no outstanding share of any class of stock which is denied voting power
under the provisions of the certificate of incorporation shall entitle the
holder thereof to the right to vote at any meeting of stockholders except
as the provisions of paragraph (2) of subsection (b) of Section 242 of the
General Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is
2
otherwise denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said
class.
NINTH: No director of the Corporation shall have any personal liability to
the Corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this provision eliminating
such personal liability of a director shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law or (iv) for any transaction from
which the director derived an improper personal benefit. If the General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law as so amended. Any repeal or
modification of this Article NINTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
TENTH: The Corporation shall, to the fullest extent permitted by the
General Corporation Law, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have the power to indemnify under the General
Corporation Law from and against any and all of the expenses, liabilities or
other matters referred to in or covered by the General Corporation Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and 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.
ELEVENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on March 22, 2000.
/s/ Robert L. Lawrence
---------------------------
Robert L. Lawrence
Incorporator
3
CERTIFICATE OF MERGER
OF
NETWORK AUDIT SYSTEMS, INC.
(a New York corporation)
AND
NAS MERGER SUBSIDIARY, INC.
(a Delaware corporation)
----------------
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Network Audit Systems, Inc., which is incorporated under
the laws of the State of New York ("Network");
(ii) NAS Merger Subsidiary, Inc., which is incorporated under
the laws of the State of Delaware ("Merger Sub").
2. An Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
11, 2000, among Network and Merger Sub has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware, to wit, by Network in accordance with
the provisions of the Business Corporation Law of the State of New York and by
Merger Sub in the same manner as provided for in Section 251 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation (the "Surviving Corporation") in the
merger herein certified is NAS Merger Subsidiary, Inc. which will continue its
existence as the Surviving Corporation under the new name "Network Audit
Systems, Inc." upon the effective date of said merger pursuant to the provisions
of the General Corporation Law of the State of Delaware.
4. The Certificate of Incorporation of Merger Sub, as now in
force and effect, shall be the Certificate of Incorporation of the Surviving
Corporation. The Certificate of Incorporation of the Surviving Corporation is
hereby amended by striking out Article FIRST thereof and by substituting in lieu
of said Article FIRST the following new Article FIRST:
"FIRST: The name of the corporation (hereinafter referred to as
the "Corporation") is NETWORK AUDIT SYSTEMS, INC."
5. The executed Merger Agreement between the aforesaid constituent corporations
is on file at the principal place of business of the Surviving Corporation, the
address of which is as follows:
Network Audit Systems, Inc.
318 S. Clinton Street, Suite 206
Syracuse, NY 13202
6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request, and without costs, to any stockholder of each of the
aforesaid constituent corporations.
7. The authorized capital stock of Network, the constituent corporation which is
not a corporation under the General Corporation Law of the State of Delaware, is
as follows:
200 shares of common stock, no par value.
Dated: As of April 11, 2000.
NAS Merger Subsidiary, Inc.
By: /s/ Robert Schiller
------------------------
Name: Robert Schiller
Title: President
2
Dates Referenced Herein
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This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 1/7/04 | | | | | | | None on these Dates |
| | 4/11/00 | | 4 | | 5 |
| | 3/22/00 | | 3 |
| List all Filings |
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