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EXHIBIT 3.C
ARTICLES OF MERGER
MERGING
ESCO TECHNOLOGIES INC.
WITH AND INTO
ESCO ELECTRONICS CORPORATION
(Section 351.447, RSMo.)
Pursuant to the provisions of The General and Business
Corporation Law of Missouri, the undersigned corporations certify the following:
1. That ESCO Technologies Inc. of Missouri and ESCO Electronics
Corporation of Missouri are hereby merged and that the above named ESCO
Electronics Corporation is the surviving corporation.
2. That the Board of Directors of ESCO Technologies Inc., on May 11
2000, by unanimous consent resolutions approved the Plan of Merger set forth in
these articles.
3. That the Board of Directors of ESCO Electronics Corporation met
on May 4, 2000 and by resolution adopted by a majority vote of the members of
such board approved the Plan of Merger set forth in these articles.
4. That this Plan of Merger has been adopted pursuant to Section
351.447, RSMo.
5. That the resolution of the Board of Directors of the parent
corporation, ESCO Electronics Corporation (the "Company"), approving the Plan of
Merger is as follows:
RESOLVED, that it is deemed necessary and advisable that ESCO
Technologies Inc. be merged with and into the Company (the "Merger")
and that the Company be the surviving corporation in such Merger;
6. That the parent corporation, ESCO Electronics Corporation, is in
compliance with the 90 percent ownership requirement of Section 351.447 RSMo.,
and will maintain at least 90 percent ownership of each of the other
corporations, party to the merger, until the issuance of the Certificate of
Merger by the Secretary of State of Missouri.
7. PLAN OF MERGER
1. ESCO Electronics Corporation of Missouri is the survivor.
2. All of the property, rights, privileges, leases and patents of
ESCO Technologies Inc. are to be transferred to and become the property
of the survivor. The officers and board of directors of the above named
corporations are authorized to execute all deeds, assignments, and
documents of every nature which may be needed to effectuate a full and
complete transfer of ownership.
3. The officers and board of directors of ESCO Electronics
Corporation shall continue in office until their successors are fully
elected and qualified under the provisions of the by-laws of the
surviving corporation.
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4. The Restated Articles of Incorporation of the survivor are
amended as follows:
ARTICLE ONE
The name of the corporation (hereinafter referred to as the
"Corporation") is: ESCO Technologies Inc.
8. That these Articles of Merger shall become effective the 10th
day of July, 2000.
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IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by
the aforementioned corporations as of the day and year hereafter acknowledged.
ESCO TECHNOLOGIES INC.
(CORPORATE SEAL)
By
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Vice President
ATTEST:
By
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Secretary
ESCO ELECTRONICS CORPORATION
(CORPORATE SEAL)
By
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Vice President
ATTEST:
By
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Assistant Secretary
