Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 25± 102K
2: EX-3.K Articles of Incorporation/Organization or By-Laws 2± 13K
3: EX-3.L Articles of Incorporation/Organization or By-Laws 2± 13K
4: EX-3.M Articles of Incorporation/Organization or By-Laws 2± 13K
5: EX-3.N Articles of Incorporation/Organization or By-Laws 19± 87K
6: EX-10.A.I Material Contract 18± 82K
7: EX-10.A.II Material Contract 2± 13K
8: EX-10.A.II Material Contract 3± 15K
9: EX-10.B.I Material Contract 8± 33K
10: EX-10.B.II Material Contract 2± 13K
11: EX-11 Statement re: Computation of Earnings Per Share 2± 12K
12: EX-12 Statement re: Computation of Ratios 1 9K
13: EX-21 Subsidiaries of the Registrant 2± 12K
14: EX-23 Consent of Experts or Counsel 1 10K
16: EX-27 Exhibit 27.1 1 11K
17: EX-27 Exhibit 27.2 1 11K
15: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
EX-3.M — Articles of Incorporation/Organization or By-Laws
EXHIBIT 3(m)
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SILICON SYSTEMS, INC.
WITH AND INTO
TEXAS INSTRUMENTS INCORPORATED
Pursuant to Section 253 of the
General Corporation of Law
of the State of Delaware
Texas Instruments Incorporated, a Delaware corporation (the
"Company"), does hereby certify to the following facts relating to the merger
(the "Merger") of Silicon Systems, Inc., a Delaware corporation (the
"Subsidiary"), with and into the Company, with the Company remaining as the
surviving corporation:
FIRST: The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware (the "DGCL"). The Subsidiary is
incorporated pursuant to the DGCL.
SECOND: The Company owns all of the outstanding shares of each
class of capital stock of the Subsidiary.
THIRD: The Board of Directors of the Company, by the following
resolutions duly adopted at a meeting of the Board on December 2, 1999,
determined to merge the Subsidiary with and into the Company pursuant to
Section 253 of the DGCL:
RESOLVED, that the Board of Directors of the Company
has deemed it advisable that Silicon Systems, Inc.
(the "Subsidiary") be merged with and into the
Company pursuant to Section 253 of the General
Corporation Law of the State of Delaware; and it is
FURTHER RESOLVED, that the Subsidiary be merged with
and into the Company (the "Merger"); and it is
FURTHER RESOLVED, that by virtue of the Merger and
without any action on the part of the holder thereof,
each then outstanding share of common stock of the
Company shall remain unchanged and continue to remain
outstanding as one share of common stock of the
Company, held by the person who was the holder of
such share of common stock of the Company immediately
prior to the Merger; and it is
FURTHER RESOLVED, that by virtue of the Merger and
without any action on the part of the holder thereof,
each then outstanding share of common stock of the
Subsidiary shall be cancelled and no consideration
shall be issued in respect thereof; and it is
FURTHER RESOLVED, that the proper officers of the
Company be and they hereby are authorized and
directed to make, execute and acknowledge, in the
name and under the corporate seal of the Company, a
Certificate of Ownership and Merger for the purpose of
effecting the Merger and to file the same in the
office of the Secretary of State of the State of
Delaware, and to do all other acts and things that
may be necessary to carry out and effectuate the
purpose and intent of the resolutions relating to the
Merger; and it is
FURTHER RESOLVED, that the Merger shall be effective
upon the date of filing of this Certificate of
Ownership and Merger with the Secretary of State of the
State of Delaware; and it is
FURTHER RESOLVED, that the appropriate officers of
the Company be, and each hereby is, authorized on
behalf of the Company to do all things and to take
any other actions in furtherance of the foregoing
resolutions as such officer may deem necessary or
appropriate.
FOURTH: The Company shall be the surviving corporation of the
Merger.
FIFTH: The Restated Certificate of Incorporation of the Company as
in effect immediately prior to the effective time of the Merger shall be the
Certificate of Incorporation of the surviving corporation.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed by its duly authorized officer this 17th
day of December, 1999.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ RICHARD J. AGNICH
---------------------------------
Name: Richard J. Agnich
Office: Senior Vice President, Secretary
and General Counsel
Dates Referenced Herein and Documents Incorporated by Reference
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