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EXHIBIT 3.3.1
CERTIFICATE OF FORMATION
OF
AEROSPACE DISPLAY SYSTEMS, LLC
1. The name of the limited liability company is Aerospace Display Systems,
LLC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Aerospace Display Systems, LLC on June 28, 2000.
/s/
------------------------------------
Sonji Sanders
Organizer
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STATE OF DELAWARE
CERTIFICATE OF MERGER OR CONSOLIDATION OF
DOMESTIC CORPORATION AND
LIMITED LIABILITY COMPANY
Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the
undersigned surviving limited liability company has executed the following
Certificate of Merger:
FIRST: The name of the surviving limited liability company is Aerospace Display
Systems, LLC, a Delaware limited liability company; and the name of the
corporation being merged into this surviving limited liability company is
Aerospace Display Systems, Inc., a Delaware corporation, a wholly-owned
subsidiary of the surviving limited liability company..
SECOND: The Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by the surviving limited liability company and the merging
corporation corporation in accordance with Title 8, Section 264(c) of the
Delaware General Corporation Law.
THIRD: The name of the surviving limited liability company is:
AEROSPACE DISPLAY SYSTEMS, LLC.
The certificate of formation and the limited liability company operating
agreement of Custom Woodwork & Plastics, LLC will continue in effect, as the
certificate of formation and the limited liability company operating agreement
of the surviving limited liability company.
FOURTH: The merger is to become effective upon the filing of this certificate,
subject to the provisions of the Delaware General Corporation Law.
FIFTH: The Agreement of Merger is on file at Aerospace Display Systems, LLC,
2321 Topaz Drive, Hatfield, Pennsylvania 19440, the principal place of business
of the surviving limited liability company.
SIXTH: A copy of the Agreement of Merger will be furnished by the surviving
limited liability company on request, without cost, to any member of the
surviving limited liability company or stock holder of the merging corporation.
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SEVENTH: The surviving limited liability company agrees that it may be served
with process in the State of Delaware in any proceeding for enforcement of any
obligation of any constituent corporation or limited liability company of
Delaware, as well as for enforcement of any obligation of the surviving limited
liability company arising from this merger, including any suit or other
proceeding to enforce the rights of any stockholders as determined in appraisal
proceedings pursuant to the provisions of Section 262 of the Delaware General
Corporation Law, and irrevocably appoints the Secretary of State of Delaware as
its agent to accept service of process in any such suit or proceeding. The
Secretary of State shall mail any such process to the surviving limited
liability company at Aerospace Display Systems, LLC, 2321 Topaz Drive, Hatfield,
Pennsylvania 19440.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
an authorized officer, the 27th day of July, 2000.
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AEROSPACE DISPLAY SYSTEMS, LLC
/s/
BY:________________________________
NAME: Richard J. Kaplan
TITLE: Chief Financial Officer
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