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 -------------------------------------------------------------------------------------------------------------------------- FEDERAL EMPLOYER ID NO. INCORPORATION DATE RENEWAL/REVOCATION DATE DATE of INACTIVITY FROM TO 75-1225149 MARCH 3, 1969 / / / / -------------------------------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- NATURE OF BUSINESS PRINCIPAL PLACE OF BUSINESS OUTSIDE OF DELAWARE -------------------------------------------------------------------------------- DIRECTORS NAME STREET/CITY/STATE/ZIP DATE TERM EXPIRES 1.______________________________________________________________________________ 2.______________________________________________________________________________ 3.______________________________________________________________________________ 4.______________________________________________________________________________ 5.______________________________________________________________________________ 6.______________________________________________________________________________ -------------------------------------------------------------------------------- DO NOT WRITE IN THIS SPACE - FOR BANK USE ONLY ________________________________________________________________________________ OFFICES NAME STREET/CITY/STATE/ZIP DATE TERM EXPIRES 1.______________________________________________________________________________ 2.______________________________________________________________________________ -------------------------------------------------------------------------------- ORIGINAL SIGNATURE (OFFICER, DIRECTOR OR INCORPORATOR) TITLE DATE X ________________________________________________________________________________