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-3.89 — Cert. of Incorporation & Amendments Thereto
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ARTICLES OF INCORPORATION
of
INTAERO, INC.
an Arizona corporation
The undersigned persons have associated themselves for the purpose of
forming a corporation under the laws of Arizona and adopt the following Articles
of Incorporation.
1. Name. The name of this Corporation is:
INTAERO, INC.
2. Statutory Place of Business. The initial statutory place of business of
the Corporation shall be 10016 South 51st Street, Phoenix, Arizona 85044.
3. Purpose and Powers. This Corporation is organized for the transaction of
any and all lawful business for which corporations may be incorporated under the
laws of the State of Arizona, as they may be amended from time to time.
4. Initial Business. The general nature of the business proposed to be
transacted initially by the Corporation shall be as contractor and subcontractor
for products and components utilized in commercial airliners, commercial
helicopters, and other forms of transportation vehicles.
5. Capital Stock. The authorized capital stock of the Corporation shall be
10,000 shares of Common Stock, $.01 par value.
a. Consideration. Stock shall be issued when paid for in cash, past
services, real property or personal property and shall, when issued, be fully
paid for and forever nonassessable. The judgment of the Board of Directors as to
the value of any property contributed or services rendered in exchange for stock
shall be conclusive in the absence of fraud.
b. voting Rights. Except with respect to the election of directors
where cumulative voting is required, the holders of the Common Stock shall be
entitled to one vote for each share held by them of record on the books of the
Corporation.
6. Statutory Agent. The Corporation appoints Tiffany & Hoffmann, P.A., 3550
North Central Avenue, Suite 1801, Phoenix, Arizona 85012, its statutory agent in
and for the State of Arizona. This appointment may be revoked at any time by the
Board of Directors authorizing and directing the filing with the Arizona
Corporation Commission of a statement in accordance with A.R.S. Section
10-013(A) and (B).
7. Board of Directors. The number of directors of the Corporation shall be
not less than one (1) nor more than fifteen (15) and may be altered from time to
time as may be provided in the Bylaws. In case of any increase in the number of
directors, the additional directors may be elected by the directors or by the
shareholders at any annual or special meeting, as shall be provided in the
Bylaws.
-1-
The initial Board of Directors shall consist of two persons, who shall
serve until his successor is qualified according to the Bylaws, and whose name
and address is:
Name Mailing Address
---- ---------------
S. P. Desjardins 10016 South 51st Street
Phoenix, Arizona 85044
Donald Townsend 10016 South 51st Street
Phoenix, Arizona 85044
8. Incorporators. The names and addresses of the undersigned incorporators
are:
Name Mailing Address
---- ---------------
Donald Townsend 10016 South 51st Street
Phoenix, Arizona 85044
Cora Yanacek 10016 South 51st Street
Phoenix, Arizona 85044
All powers, duties and responsibilities of the incorporators in their
capacity as such shall cease at the time of delivery of these Articles of
Incorporation to the Arizona Corporation Commission for filing.
9. Director Conflicts of Interest. To the extent permitted and in
accordance with A.R.S. Section 10-041, no contract or other transaction between
the Corporation and one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are directors or
officers or are financially interested, shall be either void or voidable because
of such relationship or interest or because such director or directors are
present at the meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction or because his or
their votes are counted for such purpose
10. Elimination of Director Liability. The personal liability of the
directors shall be eliminated to the fullest extent permitted by the General
Corporation Law of Arizona. No director of the Corporation shall be liable to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. No amendment to or repeal of this Article shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
11. Powers of the Board of Directors. All of the powers of this
Corporation, insofar as the same may lawfully be vested by these Articles of
Incorporation in the Board of Directors, are hereby conferred upon the Board of
Directors of this Corporation.
-2-
IN WITNESS WHEREOF, the following incorporators have signed these Articles
of Incorporation on this 2 day of April, 1993.
/s/ DONALD TOWNSEND
----------------------------------------
DONALD TOWNSEND
/s/ CORA YANACEK
----------------------------------------
CORA YANACEK
-3-
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
INTAERO, INC.
Pursuant to Sections 10-1001 et seq. of the Arizona General Corporation
Law, INTAERO, INC., an Arizona corporation, hereby amends its Articles of
Incorporation as follows:
FIRST: Section One of the Articles of Incorporation is hereby amended to read
as follows:
"The name of the corporation is Simula Transportation Equipment
Corporation."
SECOND: This amendment was adopted by the board of directors and sole
shareholder of Intaero, Inc. pursuant to Section 10-1003 and 10-1006
of the Arizona General Corporation Law effective January 1,1997.
THIRD: The shares outstanding and entitled to vote on the amendment were
5,000 shares of Common Stock, and no other shares were entitled to
vote as a class or series.
FOURTH: The number of shares voted for the amendment was 5,000. The number of
shares voted against was 0 and the number of shares that abstained
from voting was 0.
FIFTH: The amendment does not provide for an exchange, reclassification or
cancellation of issued shares nor effect a change in the amount of
stated capital of Intaero, Inc.
IN WITNESS WHEREOF, the undersigned officer hereby certifies this 6th
day of January, 1997, that the foregoing amendment has been duly adopted in
accordance with Sections 10-1001 et seq. of the Arizona General Corporation Law.
INTAERO, INC., an Arizona corporation
By /s/ Bradley P. Forst
-------------------------------------
Bradley P. Forst, Assistant Secretary
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