Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - AVIAT NETWORKS, INC. | f54730e8vk.htm |
| EX-99.1 - EX-99.1 - AVIAT NETWORKS, INC. | f54730exv99w1.htm |
Exhibit 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
AVIAT NETWORKS, INC., A DELAWARE CORPORATION,
INTO
HARRIS STRATEX NETWORKS, INC., A DELAWARE CORPORATION
Pursuant to Section 253
of the General Corporation Law of the State of Delaware
of the General Corporation Law of the State of Delaware
January 27, 2010
Harris Stratex Networks, Inc., a Delaware corporation (the “Parent Corporation”), does
hereby certify as follows:
FIRST: That the Parent Corporation was incorporated pursuant to the General Corporation Law
of the State of Delaware (the “DGCL”).
SECOND: That the Parent Corporation owns all of the issued and outstanding shares of the
capital stock of Aviat Networks, Inc., a Delaware corporation (the “Subsidiary
Corporation”).
THIRD: That the Parent Corporation, by the resolutions duly adopted by its Board of Directors
as of January 22, 2010 and attached hereto as Exhibit A, determined to merge the Subsidiary
Corporation into itself (the “Merger”), with the Parent Corporation being the surviving
corporation.
FOURTH: That the Amended and Restated Certificate of Incorporation of Parent Corporation as
in effect immediately prior to the Merger shall be the certificate of incorporation of the
surviving corporation, except that Article First thereof shall be amended to read in its entirety
as follows:
“FIRST: The name of the Corporation is Aviat Networks, Inc.”
FIFTH: That the merger of the Subsidiary Corporation into the Parent Corporation shall be
effective as of the date and time of filing of this Certificate of Ownership and Merger with the
Delaware Secretary of State.
[This space intentionally left blank]
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IN WITNESS WHEREOF, the Parent Corporation has caused this Certificate of Ownership and Merger
to be signed as of the date first written above by a duly authorized officer, declaring that the
facts stated herein are true.
| HARRIS STRATEX NETWORKS, INC. |
||||
| By: | /s/ Harald J. Braun | |||
| Name: | Harald J. Braun | |||
| Title: | President and Chief Executive Officer | |||
Exhibit A
Resolutions of the Board of Directors of Harris Stratex Networks, Inc., a Delaware corporation
WHEREAS, Harris Stratex Networks, Inc., a Delaware corporation (the “Corporation”),
owns all of the issued and outstanding shares of the capital stock of Aviat Networks, Inc., a
Delaware corporation (the “Subsidiary”); and
WHEREAS, the Board of Directors of the Corporation has deemed it advisable that the Subsidiary
be merged with and into the Corporation pursuant to Section 253 of the General Corporation Law of
the State of Delaware (the “DGCL”);
NOW, THEREFORE, be it resolved as follows:
RESOLVED, that, effective upon the filing of the Certificate of Ownership and Merger filed in
respect thereof (the “Effective Time”), the Subsidiary shall be merged with and into the
Corporation with the Corporation being the surviving corporation (the “Merger”);
RESOLVED FURTHER, that it is intended that the Merger constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and that these
resolutions constitute a plan of reorganization within the meaning of Section 368 and the
regulations thereunder;
RESOLVED FURTHER, that, at any time prior to the Effective Time, the Merger may be amended,
modified, terminated or abandoned by action of the Board of Directors of the Corporation;
RESOLVED FURTHER, that pursuant to Section 259 of the DGCL, at the Effective Time, the
separate existence of the Subsidiary shall cease, and the Corporation shall continue its existence
as the surviving corporation of the Merger;
RESOLVED FURTHER, that upon the Effective Time, the directors and officers of the Corporation,
as constituted immediately prior to the Effective Time, shall continue to be the directors and
officers of the Corporation;
RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the
holder thereof, each then outstanding or treasury share of capital stock of the Corporation shall
remain unchanged and continue to remain outstanding or held in treasury, respectively, as one share
of capital stock of the Corporation, held by the person who was the holder of such share of capital
stock of the Corporation immediately prior to the Merger and that each stock certificate evidencing
ownership of shares of capital stock of the Corporation issued and outstanding immediately prior to
the Effective Time shall continue to evidence ownership of such shares;
RESOLVED FURTHER; that the form of certificate for fully paid and nonassessable shares of
Common Stock, $0.01 par value per share, of the Corporation issued anytime after the Effective Time
shall be in the form attached hereto as Annex A;
RESOLVED FURTHER, 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;
RESOLVED FURTHER, that, in connection with the Merger, the Board of Directors deems it
desirable, advisable and in the best interest of the Corporation and its stockholders to change its
corporate name to “Aviat Networks, Inc.”; and
RESOLVED FURTHER, that, at the Effective Time, Article First of the Amended and Restated
Certificate of Incorporation of the Corporation shall be amended to read in its entirety as
follows:
“FIRST: The name of the Corporation is Aviat Networks, Inc.”
RESOLVED FURTHER, that each officer of the Corporation is authorized to make and execute a
Certificate of Ownership and Merger setting forth a copy of these resolutions, and the date of
adoption thereof, and to file the same in the office of the Secretary of State of the State of
Delaware;
RESOLVED FURTHER, that in connection with changing the Corporation’s name, each officer of the
Corporation is authorized, in the name and on behalf of the Corporation, to enter into any
agreements with the office of the Secretary of State of the State of Delaware, and to make and
execute such additional certificates and to file the same in the office of the Secretary of State
of the State of Delaware, in each case as may, in his or her judgment, be required or advisable;
RESOLVED FURTHER, that in order for the Corporation to comply with all applicable regulations
and requirements of federal, state, local and foreign governmental agencies and exchanges, each
officer of the Corporation is authorized, in the name and on behalf of the Corporation, to prepare,
execute and file or cause to be filed all reports, statements, documents, undertakings, commitments
and information with any exchange or governmental agencies as may, in his or her judgment, be
required or advisable in connection with the Merger or the Corporation’s name change;
RESOLVED FURTHER, that, after the Effective Time, each officer of the Corporation is hereby
authorized, in the name and on behalf of the Corporation, to prepare, execute and file a listing
application or supplemental listing application, and such other documents, and to take such steps,
as may be necessary or desirable, with the NASDAQ, the Depositary Trust Company and/or the
Corporation’s transfer agent to reflect the change in the Corporation’s name and the CUSIP numbers
of the Corporation’s securities;
RESOLVED FURTHER, that in connection with changing the Corporation’s name, each officer of the
Corporation is authorized, in the name and on behalf of the Corporation, to change the CUSIP
numbers of the Corporation’s securities, to create a new corporate seal, to notify the
Corporation’s stockholders and to give such notices to, and obtain such consents from, third
parties, in each case as may, in his or her judgment, be required or advisable; and
RESOLVED FURTHER, that, effective as of the Effective Time, each of the benefits plans and
programs of the Corporation are hereby amended to replace each reference to “Harris Stratex
Networks, Inc.” with “Aviat Networks, Inc.” to reflect the change in the Corporation’s name,
including, but not limited to the following plans and programs of the Corporation:
| • | Harris Stratex Networks, Inc. 2007 Stock Equity Plan, as amended and restated | ||
| • | Harris Stratex Networks, Inc., 2010 Employee Stock Purchase Plan |
RESOLVED FURTHER, that each officer of the Corporation is hereby authorized, in the name and
on behalf of the Corporation, to sign, seal, execute, acknowledge, file, deliver and record all
papers,
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instruments, agreements, documents and certificates, and to pay all charges, fees, taxes and
other expenses, from time to time necessary, desirable or appropriate to be done, signed, sealed,
executed, acknowledged, filed, delivered, recorded or paid, under any applicable law, or otherwise,
as may be necessary or desirable to effectuate the immediately preceding resolution and to make any
other amendments or modifications to such identified plans and any other benefits plans or programs
(including registration statements, trust agreements and any other related documents) maintained or
sponsored by the Corporation or any of its affiliates to reflect the change in the Corporation’s
name;
RESOLVED FURTHER, that, after the Effective Time, each officer of the Corporation is hereby
authorized, in the name and on behalf of the Corporation, to sign, seal, execute, acknowledge,
file, deliver and record all papers, instruments, agreements, documents and certificate, and to pay
all charges, fees, taxes and other expenses, from time to time necessary, desirable or appropriate
to be done, signed, sealed, executed, acknowledged, filed, delivered, recorded or paid, under any
applicable law, or otherwise, as may be necessary or desirable in order to change the names of the
Corporation’s subsidiaries to reflect the change in the Corporation’s name;
RESOLVED FURTHER, that all actions to be taken or heretofore taken by any officer of the
Corporation in connection with any matter referred to or contemplated by any of the foregoing
resolutions be, and they hereby are, approved, ratified and confirmed in all respects;
RESOLVED FURTHER, that each officer of the Corporation is authorized to do all acts and things
and to sign, seal, execute, acknowledge, file, deliver and record all papers, instruments,
agreements, documents and certificates, and to pay all charges, fees, taxes and other expenses,
from time to time necessary, desirable or appropriate to be done, signed, sealed, executed,
acknowledged, filed, delivered, recorded or paid, under any applicable law, or otherwise, and to
certify as having been adopted by this Board of Directors any form of resolution required by any
law, regulation or agency, in order to effectuate the purpose of the foregoing resolutions or any
of them or to carry out the transactions contemplated hereby.
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