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
EX-3.73 — Certificate of Incorporation and Amendment
Exhibit Table of Contents
CERTIFICATE OF INCORPORATION
OF
INVENCOM ACQUISITION CORP.
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 INVENCOM ACQUISITION CORP.
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808, 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
2
242 of the General Corporation Law of the State of Delaware
shall otherwise require; provided, that no share of any such
class which is 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 September 20, 2001.
/s/ Robert L. Lawrence
----------------------------------
Robert L. Lawrence
Incorporator
3
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
INVENCOM ACQUISITION CORP.
--------------------------
(Under Section 242 of the General Corporation Law)
It is hereby certified that:
1. The name of the corporation is Invencom Acquisition Corp. (hereinafter
referred to as the "Corporation").
2. The Certificate of Incorporation of the 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 "RAMTECH CORP."
3. The amendment of the Certificate of Incorporation herein certified has been
duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Dated: April 23, 2002.
INVENCOM ACQUISITION CORP.
By: /s/ Stephen Croskrey
-----------------------
Name: Stephen Croskrey
Title: President
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF
RAMTECH CORP.
--------------------------
(Under Section 242 of the General Corporation Law)
It is hereby certified that:
1. The name of the corporation is Ramtech Corp. (hereinafter referred to as
the "Corporation"). Its name at the time of the formation of the
corporation was "Invencom Acquisition Corp."
2. The Certificate of Incorporation of the 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 "RAMTECH DEVELOPMENT CORP."
3. The amendment of the Certificate of Incorporation herein certified has been
duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Dated: May 6, 2002.
RAMTECH DEVELOPMENT CORP.
By: /s/ Stephen Croskrey
-----------------------
Name: Stephen Croskrey
Title: President
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 |
| | 5/6/02 | | 5 |
| | 4/23/02 | | 4 |
| | 9/20/01 | | 3 |
| List all Filings |
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