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EX-4.1
3
micropac81401s8ex41.txt
CERTIFICATE OF INCORPORATION OF THE REGISTRANT
EXHIBIT 4.1
ARTICLES OF INCORPORATION
OF
MICROPAC INDUSTRIES, INC.
I.
The name of the corporation is MICROPAC INDUSTRIES, INC.
II.
The address of its initial registered office in the State of Delaware
is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.
The name of its initial registered agent at such address is The Corporation
Trust Company.
III.
The purpose of the corporation is to engage in any lawful act of
activity for which corporation may be organized under the General Corporation
Law of Delaware.
IV.
The corporation is authorized to issue only one class of stock. The
total number of shares is five million (5,000,000) and the par value of each of
such shares is $.10 cents a share.
V.
The names and mailing addresses of the persons who are to serve as
directors until the first annual meeting of stockholders or until their
successors are elected and qualify are:
Name Mailing Address
---- ---------------
W.W. Horsman 905 E. Walnut
Garland, Texas 75040
Florence Ann Horsman 905 E. Walnut
Garland, Texas 75040
Jan L. Arps 7206 Kenny Lane
Dallas, Texas
Fred S. Abney 2420 LTV Tower
Dallas, Texas 75201
Robert E. Veigel c/o Dallas Southern Corporation
600 Empire Life Building
Dallas, Texas 75201
VII.
The Board of Directors is expressly authorized to make, alter or amend
the by-laws of this Corporation or to adopt new by-laws.
VIII.
The shareholders may at any time, at a meeting expressly called for
that purpose, remove any or all of the directors, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors.
IX.
The period of its duration is perpetual.
X.
The election of directors need not be on written ballots.
I, the undersigned, being the sole incorporator above named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, sign and acknowledge this certificate of incorporation, this 25th day
of February, 1969.
__________________________________
W.W. Horsman
STATE OF TEXAS
COUNTY OF DALLAS
ON THIS the 25th day of February, 1969, before me personally came W.W.
HORSMAN, the person who signed the foregoing certificate of incorporation, known
to me personally to be such and the facts stated therein are true.
__________________________________
NOTARY PUBLIC IN AND FOR DALLAS
COUNTY, TEXAS
[GRAPHIC OMITTED]
My Commission Expires:
June 1, 1969
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
MICROPAC INDUSTRIES, INC. (a Texas Corporation)
INTO
MICROPAC INDUSTRIES, INC. (a Delaware Corporation)
***************
Micropac Industries, Inc., a corporation organized and
existing under the laws of Texas,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 26th day
of November, 1965, pursuant to the Texas Business Corporation Act of the State
of Texas, the provisions of which permit the merger of a corporation of another
state and a corporation organized and existing under the laws of said state.
SECOND: That this corporation owns all of the outstanding
shares of the stock of Micropac Industries, Inc., a corporation incorporated on
the 3rd day of March, 1969, pursuant to the General Corporation Law of the State
of Delaware.
THIRD: That the directors of Micropac Industries, Inc. (a
Texas corporation) by the following resolutions of its Board of Directors, duly
adopted by the unanimous written consent of its members. Filed with the minutes
of the Board on the 5th day of March, 1969, determined to merge itself into said
Micropac Industries, Inc. (a Delaware corporation):
RESOLVED, that Micropac Industries,
Inc. (a Texas corporation) merge, and it
hereby does merge itself into said Micropac
Industries, Inc. (a Delaware corporation)
which assumes all of the obligations of
Micropac Industries, Inc. (a Texas
Corporation).
FURTHER RESOLVED, that the merger
shall become effective on June 2, 1969.
FURTHER RESOLVED, that the terms
and conditions of the merger are as follows:
Each share of Common stock of said
Micropac Industries, Inc. (a Texas
corporation) shall be converted into one
share of the Common stock of the surviving
corporation and each holder of shares of the
Common Stock of said Micropac Industries,
Inc. (a Texas corporation) upon, the
surrender to the Surviving Corporation of
one or more certificates of such shares for
cancellation, shall be entitled to receive
one or more certificates for the number of
shares represented by the certificates so
surrendered for cancellation by such holder.
FURTHER RESOLVED, that the proposed
merger shall be submitted to the
stockholders of Micropac Industries, Inc. (a
Texas corporation), at a meeting of such
stockholders duly called and held after
twenty days' notice of the purpose thereof
mailed to the address of each such
stockholder as it appears in the record of
the corporation; and upon receiving the
affirmative vote of the holders of at least
two-thirds of the stock of Micropac
Industries, Inc. (a Texas corporation), the
merger shall be approved; and
FURTHER RESOLVED, that the proper
officers of this corporation be and they
hereby are directed to make and execute,
under the corporate seal of this
corporation, a Certificate of Ownership and
Merger setting forth a copy of the
resolutions to merge itself into said
Micropac Industries, Inc. (a Delaware
corporation), and the date of adoption
thereof, and to cause the same to be filed
with the Secretary of State and a certified
copy recorded in the office of the Recorder
of Deeds of New Castle County and to do all
acts and things whatsoever, whether within
or without the State of Delaware, which may
be in anywise necessary or proper to effect
said merger.
FOURTH: That the merger has been approved by the holders of at
least two-thirds of the stock of Micropac Industries, Inc. (a Texas corporation)
at a meeting duly called and held.
FIFTH: Anything herein or elsewhere to the contrary
notwithstanding this merger may be terminated and abandoned by the Board of
Directors of Micropac Industries, Inc. (a Texas corporation) at any time prior
to the date of filing the merger with the Secretary of State.
IN WITNESS WHEREOF, said Micropac Industries, Inc. (a Texas
corporation) has caused its corporate seal to be hereunto affixed and this
certificate to be signed by W.W. Horsman, its President and attested by Fred S.
Abney, its Secretary, this 29th day May, 1969.
MICROPAC INDUSTRIES, INC.
(a Texas Corporation)
ATTEST: By: /s/ W.W. Horsman
-----------------------------
W.W. Horsman, President
By:
-----------------------------
Secretary
STATE OF TEXAS
COUNTY OF DALLAS
BE IT REMEMBERED that on this 29th day of May, 1969, personally came
before me, a Notary Public in and for the County and State aforesaid, W.W.
Horsman, President of Micropac Industries, Inc. (a Texas corporation), a
corporation of the State of Texas, and he duly executed said certificate before
me and acknowledged the said certificate to be his act and deed and the act and
deed of said corporation and the facts stated therein are true; and that the
seal affixed to said certificate and attested by the Secretary of said
Corporation is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
[GRAPHIC OMITTED] _________________________________
Notary Public in and for Dallas
County, Texas
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
MICROPAC INDUSTRIES, INC., a corporation organized and existing under
and by virtue of the General Corporation Laws of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors on Micropac
Industries, Inc., resolutions were duly adopted setting forth a proposed
Amendment to the Certificate of Incorporation of said Corporation, declaring
said Amendment to be advisable and calling a meeting of the stockholders of said
Corporation for consideration thereof. The Resolution setting forth the proposed
Amendment is as follows:
RESOLVED, the Board of Directors deems and declares
it advisable and recommends to the stockholders that Article
IV of the ARticles of Incorporation be amended so that, as
amended, the same shall read in its entirety as follows:
"IV.
The aggregate number of shares which the Corporation
shall have authority to issue is ten million (10,000,000)
shares, ten cents ($.10) par value."
SECOND: That thereafter, the annual meeting of the
stockholders of said Corporation was duly called and held,
upon notice and accordance with Section 222 of the General
Corporation Laws of the State of Delaware, at which meeting
the necessary number of shares as required by statute were
voted in favor of the Amendment.
THIRD: That said Amendment was duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Laws of the State of Delaware.
IN WITNESS WHEREOF, said MICROPAC INDUSTRIES, INC., has caused
its corporate seal to be hereunto affixed and that certificate to be
signed by NICHOLAS NADOLSKY, its president and attested to by JAMES K.
MURPHEY, its Secretary, this 11th day of July, 1974.
[SEAL OMITTED} MICROPAC INDUSTRIES, INC.
BY:______________________
President
ATTEST:
______________________
Secretary
STATE OF TEXAS
COUNTY OF DALLAS
BE IT REMEMBERED that on this 11th day of July, 1974,
personally came before me, a Notary Public, in and for the County and
State aforesaid, NICHOLAS NADOLSKY, of MICROPAC INDUSTRIES, INC., a
corporation of the State of Delaware, and he duly executed said
Certificate before me and acknowledged the said Certificate to be his
act and deed and the act and deed of said Corporation and the facts
stated therin are true; and that the Seal affixed to said Certificate
and attested by the Secretary of said Corporation is the common or
corporate seal of said Corporation.
[SEAL OMITTED} ________________________
Notary Public, In and
For Dallas County, Texas
STATE OF DELAWARE
2000 ANNUAL FRANCHISE TAX REPORT
DO NOT ALTER FILE NUMBER
--------------------------------------------------------------------------------------------------------------------------
FILE NUMBER CORPORATION NAME PHONE NUMBER
0704525 MICORPAC INDUSTRIES, INC. 972-272-3571
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FEDERAL EMPLOYER ID NO. INCORPORATION DATE RENEWAL/REVOCATION DATE DATE of INACTIVITY FROM TO
75-1225149 MARCH 3, 1969 / / / /
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AUTHORIZED STOCK DESIGNATION NO. OF PAR VALUE/SHARE NO. SHARES TOTAL GROSS ASSET ASSETS FOR
BEGIN DATE ENDING DATE OR STOCK CLASS SHARES ISSUED ASSETS DATE REGULATED
INVESTMENT
CORPS
10-11-1974 / COMMON 10,000,000 .100000 JAN. 1st
----------
DEC. 31st
--------------------------------------------------------------------------------------------------------------------------
FRANCHISE TAX PENALTY % MONTHLY INTEREST FILING FEE PREV CREDIT OR BALANCE PREPAID QRTY. PAYMENTS
$ 5,800.00 $ .00 $ 88.86 $ 20.00 $ 4,088.86 CR $
--------------------------------------------------------------------------------------------------------------------------
AMOUNT DUE
$ 1,820.00
--------------------------
REGISTERD AGENT 9000010
THE CORPORATION TRUST COMPANY
CORPORATION TRUST CENTER
1209 ORANGE STREET
WILMINGTON, DE 19801
SEND INVOICE AND PAYMENT ONLY - NO ATTACHMENTS - NO ADDITIONAL PAGES
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NATURE OF BUSINESS PRINCIPAL PLACE OF BUSINESS OUTSIDE OF DELAWARE
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DIRECTORS NAME STREET/CITY/STATE/ZIP DATE TERM EXPIRES
1.______________________________________________________________________________
2.______________________________________________________________________________
3.______________________________________________________________________________
4.______________________________________________________________________________
5.______________________________________________________________________________
6.______________________________________________________________________________
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DO NOT WRITE IN THIS SPACE - FOR BANK USE ONLY
________________________________________________________________________________
OFFICES NAME STREET/CITY/STATE/ZIP DATE TERM EXPIRES
1.______________________________________________________________________________
2.______________________________________________________________________________
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ORIGINAL SIGNATURE (OFFICER, DIRECTOR OR INCORPORATOR) TITLE DATE
X
________________________________________________________________________________