SIGNAL TECHNOLOGY CORP, S-8, 1999-09-17

SIGNAL TECHNOLOGY CORP
S-8, 1999-09-17
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS

Previous: FIRST STAR BANCORP INC, SB-2, 1999-09-17

Next: SILVERMAN ANTHONY, SC 13D, 1999-09-17

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1999

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

SIGNAL TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)

DELAWARE 04-2758268
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

222 ROSEWOOD DRIVE, NORTHWOODS BUSINESS PARK,
DANVERS, MASSACHUSETTS 01923
(Address of Principal Executive Offices) (ZIP Code)

Signal Technology Corporation Amended and Restated 1992 Equity Incentive Plan
(Full title of the Plan)

GEORGE E. LOMBARD
Chairman of the Board
and Chief Executive Officer
SIGNAL TECHNOLOGY CORPORATION
222 Rosewood Drive, Northwoods Business Park,
Danvers, Massachusetts 01923
(Name and Address of Agent for Service)

(978) 774-2281
Telephone Number, Including Area Code, of Agent for Service

Copies to:

ROGER D. FELDMAN, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110-1726
(617) 951-8000

CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 500,000 $5.125 $2,562,500 $712.38
- -----------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Registrant's Common
Stock, $0.01 par value per share, reported by the American Stock Exchange
on September 16, 1999.

<PAGE>

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Signal Technology Corporation (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are
incorporated by reference into this Registration Statement:

1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;

2. All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the Registrant's 1998 fiscal year; and

3. The descriptions of the Registrant's Common Stock which are contained
in the registration statements filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of filing of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities registered hereby
have been sold or that deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement from the respective dates of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware General Corporation Law, Section 102(b)(7) enables a corporation
in its original certificate of incorporation or in an amendment thereto validly
approved by stockholders, to eliminate or limit personal liability of members
of its Board of Directors for violations of a director's fiduciary duty of
care. However, the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which is deemed illegal or obtaining an improper
personal benefit. The Registrant's Certificate of Incorporation, as amended,
includes the following language:

A director of the Corporation shall not in any one year be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, as the same exists or
hereafter may be amended, or (iv) for any transaction from which the
director derived an improper personal benefit, only to the extent of
directors' fees (including committee fees and attendance fees) paid during
such year by the Corporation to such director for serving as a director of

<PAGE>

the Corporation. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of
the Corporation existing at the time of such repeal or modification.

In addition, all of the directors of the Registrant, and certain of its
key officers, have entered into an indemnification agreement with the
Registrant that provides for indemnification to the fullest extent permitted by
law with respect to actions or proceedings conducted in which such directors or
officers incur expenses by virtue of actions or omissions by such persons in
connection with service as a director or officer of the Registrant.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed as part of this Registration Statement:

Exhibit No. Description

4.1 Certificate of Incorporation of Registrant, as amended to date.

4.2 By-Laws of Registrant, as amended to date.

5 Opinion Letter of Bingham Dana LLP as to legality of securities being
registered.

23.1 Consent of Bingham Dana LLP (included in Exhibit 5).

23.2 Consent of PricewaterhouseCoopers LLP.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering;

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this Registration

<PAGE>

Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Danvers, Commonwealth of Massachusetts, as of
the 17th day of September, 1999.

SIGNAL TECHNOLOGY CORPORATION

By: /s/ George E. Lombard
-----------------------------
Name: George E. Lombard
Title: Chairman of the Board and
Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints each of Roger D.
Feldman and Robert Nelsen acting severally, as his true and lawful
attorney-in-fact with the power and authority in his name and on his behalf to
execute and file with the Securities and Exchange Commission, together with any
exhibits thereto and other documents therewith, any and all amendments
(including without limitation post-effective amendments) to this Registration
Statement on Form S-8 as such attorney-in-fact may deem necessary or advisable
to enable the Registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations, and/or requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such other changes in
the Registration Statement as the attorney-in-fact executing and/or filing the
same deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.

<S> <C> <C>
Name Title Date

/s/ George E. Lombard Chairman of the Board and Chief Executive September 17, 1999
- -------------------------- Officer
George E. Lombard

/s/ Robert Nelsen Chief Financial Officer and Principal Accounting September 17, 1999
- -------------------------- Officer
Robert Nelsen

/s/ Larry L. Hansen Director September 17, 1999
- --------------------------
Larry L. Hansen

/s/ Harvey C. Krentzman Director September 17, 1999
- --------------------------
Harvey C. Krentzman

/s/ Thomas G. McInerney Director September 17, 1999
- --------------------------
Thomas G. McInerney

/s/ Bernard P. O'Sullivan Director September 17, 1999
- --------------------------
Bernard P. O'Sullivan

<PAGE>

/s/ Joseph Schneider Director September 17, 1999
- --------------------------
Joseph Schneider

/s/ Thomas F. Skelly Director September 17, 1999
- --------------------------
Thomas F. Skelly

</TABLE>

EXHIBIT INDEX

Exhibit No. Description

4.1 Certificate of Incorporation of Registrant, as amended to date.

4.2 By-Laws of Registrant, as amended to date.

5 Opinion Letter of Bingham Dana LLP as to legality of securities being
registered.

23.1 Consent of Bingham Dana LLP (included in Exhibit 5).

23.2 Consent of PricewaterhouseCoopers LLP.

Exhibit 4.1

CERTIFICATE OF INCORPORATION

SIGNAL TECHNOLOGY CORPORATION

1. The name of the corporation is

SIGNAL TECHNOLOGY CORPORATION

2. The address of its 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 registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is:
To carry on and conduct a manufacturing business, primarily the manufacture of
electronics products.

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000); all of such shares shall be without
par value.

5A. The name and mailing address of each incorporator is as follows:

NAME MAILING ADDRESS

K. L. Husfelt 100 West Tenth Street
Wilmington, Delaware 19801

B. A. Schuman 100 West Tenth Street
Wilmington, Delaware 19801

E. L. Kinsler 100 West Tenth Street
Wilmington, Delaware 19801

<PAGE>

5B. The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:

NAME MAILING ADDRESS

Jeffrey P. Somers 60 State Street
Boston, Massachusetts 02109

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

<PAGE>

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this certificate, hereby declaring and
certifying that this in our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 1st day of April, 1982.

/s/ K. L. Husfelt
------------------------------
K. L. Husfelt

/s/ B. A. Schuman
-------------------------------
B. A. Schuman

/s/ E. L. Kinsler
-------------------------------
E. L. Kinsler

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Signal Technology Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY THAT:

FIRST: That the Board of Directors of said Corporation, by Directors'
Action by unanimous written consent, on 30 September 1982, adopted a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of the Corporation:

RESOLVED: That the Certificate of Incorporation of Signal Technology
Corporation be amended by changing Article 4 thereof so that,
as amended, said Article shall be and read as follows:

"4. The total number of shares of stock which the Corporation
shall have authority to issue is Two Million (2,000,000), par
value $.01."

SECOND: The Corporation has not received any payment for any of its stock;

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of section 241 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, said Signal Technology Corporation has caused this
certificate to be signed by Jeffrey P. Somers, its sole Director, this 1st day
of October 1982.

By: /s/ Jeffrey P. Somers
------------------------------
Jeffrey P. Somers, Sole Director

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

SIGNAL TECHNOLOGY CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That at the annual meeting of the Board of Directors of SIGNAL
TECHNOLOGY CORPORATION 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, that the Certificate of Incorporation of this
corporation be amended by changing the Fourth Article thereof so
that, as amended said Article shall be and read as follows:

"The total number of shares of stock which the corporation shall
have authority to issue is Ten Million (10,000,000), par value $.01
each."

SECOND: That thereafter, pursuant to resolution of its Board of Directors,
an annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
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 Law of the State of Delaware.

<PAGE>

IN WITNESS WHEREOF, said SIGNAL TECHNOLOGY CORPORATION had caused this
certificate to be signed by William E. Cook, its President, and attested by
Harry R. Hauser, its Secretary, this 30th day of April, 1986.

SIGNAL TECHNOLOGY CORPORATION

By: /s/ William E. Cook
--------------------------------
President

ATTEST:

By: /s/ Harry R. Hauser
-----------------------------
Secretary

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SIGNAL TECHNOLOGY CORPORATION

Signal Technology Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the stockholders of Signal Technology
Corporation, held April 21, 1987, the stockholders adopted and
approved the following Amendment to the Certificate of
Incorporation of said corporation, in accordance with the
provisions of Sections 242 and 212 of the General Laws of the State
of Delaware:

RESOLVED: That the Certificate of Incorporation of Signal
Technology Corporation be amended by adding a new Tenth Article
thereof so that, as amended, said Article shall be and read as
follows:

<PAGE>

attendance fees) paid during such year by the Corporation
to such director for serving as a director of the
Corporation. Any repeal or modification of this paragraph
by the stockholders of the Corporation shall be prospective
only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation
existing at the time of such repeal or modification."

IN WITNESS WHEREOF, said Signal Technology Corporation has caused this
certificate to be signed by William E. Cook, its President, and attested by
Robert E. Sliney, Jr., its Assistant Secretary this 11th day of March, 1988.

SIGNAL TECHNOLOGY CORPORATION

By: /s/ William E. Cook
----------------------------------
William E. Cook, President

ATTEST:

By: /s/ Robert E. Sliney, Jr.
-------------------------------
Robert E. Sliney, Jr.,
Assistant Secretary

<PAGE>

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

SIGNAL COMPUTER CORPORATION

INTO

SIGNAL TECHNOLOGY CORPORATION

Signal Technology Corporation, a corporation organized and existing under
the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 1st day of April,
1982, pursuant to the Corporation Law of the State of Delaware.

SECOND:That this corporation owns all of the outstanding shares of the
stock of Signal Computer Corporation, a corporation incorporated on the 22nd
day of July, 1985, pursuant to the Corporation Law of the State of Delaware.

THIRD: That this corporation, by the following resolutions to its Board of
Directors, duly adopted by the unanimous written consent of its members, filed
with the minutes of the Board on the 29th day of April, 1990, determined to and
did merge into itself said Signal Computer Corporation:

RESOLVED: That this Corporation, a Delaware corporation and the parent of
Signal Computer Corporation, effect a merger with Signal
Computer Corporation, a Delaware corporation and a wholly-owned
subsidiary of this Corporation, whereby Signal Technology
Corporation shall emerge as the surviving Corporation and assume

<PAGE>

the liabilities and obligations of Signal Computer Corporation;
such merger shall be effective upon the date of filing of the
Certificate of Ownership and Merger with the Secretary of the
State of Delaware, and a certified copy recorded in the office
of the Recorder of Deeds of New Castle County.

RESOLVED: That the President, and the Assistant Secretary, be, and each of
them hereby is, authorized and directed, for and on behalf of
this Corporation and in its name, to execute an Agreement of
Merger, in the form attached hereto as, Exhibit A, and to
execute any and all documents and instruments which may be
required which either of them may, in his sole direction,
determine to be necessary and appropriate in order to effect
said merger.

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
Signal Technology Corporation at any time prior to the date of filing the
merger with the Secretary of State.

IN WITNESS WHEREOF, said Signal Technology Corporation has caused this
certificate to be signed by William E. Cook, its President and attested by
Robert E. Sliney, Jr., its Assistant Secretary this 29th day of April, 1990.

SIGNAL TECHNOLOGY CORPORATION

By: /s/ William E. Cook
---------------------------
William E. Cook, President

ATTEST:

By: /s/ Robert E. Sliney, Jr.
----------------------------
Robert E. Sliney, Jr.
Assistant Secretary

<PAGE>

EXHIBIT A

AGREEMENT OF MERGER

AGREEMENT OF MERGER, dated this 29th day of April, 1990, pursuant to
Section 253 of the General Corporation Law of the State of Delaware, between
Signal Computer Corporation (the "merged corporation"), a Delaware corporation
and whollyowned subsidiary of Signal Technology Corporation, and Signal
Technology Corporation (the "surviving corporation"), a Delaware corporation
and the parent of Signal Computer Corporation.

WITNESSETH that:

WHEREAS, all of the constituent corporations desire to merge into a single
corporation; and

WHEREAS, the merged corporation had its Certificate of Incorporation filed
in the office of the Secretary of State of Delaware on July 22, 1985, and
recorded in the office of the Recorder of Deeds for the County of Now Castle on
July 22, 1985, and has an authorized capital stock consisting of One Thousand
(1,000) shares of common stock without nominal or par value, of which stock One
Hundred (100) shares of such common stock are now issued and outstanding; and

WHEREAS, the surviving corporation, a corporation organized under the laws
of the State of Delaware had its Certificate of Incorporation filed in the
office of the Secretary of State of Delaware, on April 1, 1982, and recorded in

<PAGE>

the office of the Recorder of Deeds for the county of New Castle an April 1,
1982, has on authorized capitol stock consisting of Ten Million (10,000,000)
shares of common stock of the par value of $.01 Dollars ($.01) each, all of one
class, amounting in the aggregate to One Hundred Thousand Dollars
($100,000.00), of which stock Four Million Four Hundred Thirteen Thousand Three
Hundred and SixtyThree (4,413,363) shares are now issued and outstanding; and
such shares shall remain issued and outstanding.

NOW THEREFORE, the corporations, parties to this agreement in
consideration of the mutual convenants, agreements and provisions hereinafter
contained do hereby prescribe the term and conditions of said merger and mode
of carrying the same into effect as follows:

FIRST: The surviving corporation hereby merges into itself the merged
corporation, and the merged corporation, shall be and hereby is merged into the
surviving corporation.

SECOND: The Certificate of Incorporation of the surviving corporation, as
heretofore amended and as in effect on the date of the merger provided for in
this agreement, shall continue in full force and effect as the Certificate of
Incorporation of the corporation surviving this merger.

THIRD: The manner of converting the outstanding shares of the capital
stock of each of the constituent corporations shall be as follows:

(a) Each share of common stock of the surviving corporation, which shall
be issued and outstanding on the effective date of this agreement,
shall remain issued and outstanding.

(b) Each share of common stock of the merged corporation which shall be
outstanding on the effective date of this merger, and all rights in
respect thereof shall forthwith be surrendered and cancelled.

(c) As of the effective date of this merger each share of common stock of
Pacific Microcomputers, Inc., a whollyowned subsidiary of the merged
corporation, shall be transferred from the merged corporation into
the name of the surviving corporation, so as to make Pacific
Microcomputers, Inc. a whollyowned subsidiary of the surviving
corporation.

FOURTH: The terms and conditions of the merger are as follows:

(a) The bylaws of the surviving corporation an they shall exist on the
effective date of this merger shall be and remain the bylaws of the
surviving corporation until the same shall be altered, amended and
repealed as therein provided.

(b) The directors and officers of the surviving corporation shall
continue in office until the next annual meeting of stockholders and
until their successors shall have been elected and qualified.

(d) Upon the merger becoming effective, all the property, rights
privileges, franchises, patents, trademarks, licenses, registrations
and other assets of every kind and description of the merged
corporation shall be transferred to, vested in and devolve upon the
surviving corporation without further act or dead and all property,
rights, and every other interest of the surviving corporation and the
merged corporation shall be as effectively the property of the
surviving corporation as they were of the surviving corporation and
the merged corporation respectively. The merged corporation hereby
agrees from time to time, as and when requested by the surviving
corporation or by its successors or assigns, to execute and deliver
or cause to be executed and delivered all such deeds and instruments
and to take or cause to be taken such further or other action as the
surviving corporation may deem necessary, or desirable in order to
vest in and confirm to the surviving corporation title to and
possession of any property of the merged corporation acquired or to
be acquired by reason of or as a result of the merger herein provided

<PAGE>

for and otherwise to carry out the intent and purposes hereof and the
proper officers and directors of the merged corporation and the
proper officers and directors of the surviving corporation are fully
authorized in the name of the merged corporation or otherwise to take
any and all such action.

FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this
agreement may be terminated and abandoned by the board of directors of any
constituent corporation at any time prior to the date of filing the merger with
the Secretary of State. This agreement may be amended by the Board of Directors
of the constituent corporations at any time prior to the date of filing the
agreement with the Secretary of State, provided that an amendment made
subsequent to the adoption of the agreement by the stockholders of any
constituent corporation shall not (1) alter or change the amount or kind of
shares, securities, cash, property and/or rights to be received in exchange for
or on conversion of all or any of the shares of any class or series thereof of
such constituent corporation, (2) alter or change any term of the Certificate
of Incorporation of the surviving corporation to be affected by the merger, or
(3) alter or change any of the terms and conditions of the agreement if such
alteration or change would adversely affect the holders of any class of series
thereof of such constituent corporation.

IN WITNESS WHERE0F, the parties to this agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
boards of directors have caused this agreement to be executed by the President

<PAGE>

and attested by the Secretary or the Assistant Secretary of each party hereto
as the respective act, dead and agreement of each of the corporations on this
29th day of April, 1990.

SIGNAL COMPUTER CORPORATION

By: /s/ William E. Cook
-----------------------------
William E. Cook, President

ATTEST:

By: /s/ Robert E. Sliney, Jr.
------------------------------
Robert E. Sliney, Jr.,
Secretary

SIGNAL TECHNOLOGY CORPORATION

By: /s/ William E. Cook
-----------------------------
William E. Cook, President

ATTEST:

By: /s/ Robert E. Sliney, Jr.
------------------------------
Robert E. Sliney, Jr.,
Assistant Secretary

<PAGE>

I, Robert E. Sliney Jr., Assistant Secretary of the surviving corporation,
a corporation organized and existing under the laws of the State of Delaware,
hereby certify, as such Assistant Secretary, that the Agreement of Merger to
which this certificate is attached, after having been first duly signed on
behalf of the said corporation and having been signed on behalf of the merged
corporation, a corporation of the state of Delaware, was duly adopted pursuant
to subsection (f) of section 251 of Title 8 of the Delaware Code of 1953,
without any vote of the stockholders of the surviving corporation; and that the
agreement of merger does not amend in any respect the Certificate of
Incorporation of the surviving corporation, and each share of stock of the
surviving corporation, outstanding immediately prior to the effective date of
the merger is to be an identical outstanding or treasury share of the surviving
corporation after the effective date of the merger, and no shares of common
stock of the surviving corporation and no shares, securities or obligations
convertible into such stock are to be issued or delivered under the plan of
merger; and that the outstanding shares of the corporation were such as to
render subsection (f) of Section 251 of Title 8 of the Delaware Code of 1953
applicable; and that its Agreement of Merger was thereby adopted by a unanimous
written consent action of the Board of Directors of the surviving corporation,
and is the duly adopted agreement and act of the said corporation.

<PAGE>

WITNESS my hand on this 29th day of April, 1990.

/s/ Robert E. Sliney, Jr.
-----------------------------
Assistant Secretary

<PAGE>

Certificate of Amendment of Certificate of Incorporation

Signal Technology Corporation

It is hereby certified that:

FIRST: The name of the corporation (hereinafter called the "corporation")
is

Signal Technology Corporation

SECOND: The certificate of incorporation of the corporation is hereby
amended by striking out Article Fourth thereof and by substituting in lieu of
said Article the following new Article:

"4. A. The total number of shares of stock which the corporation
shall have authority to issue is

1. Thirty Million (30,000,000) shares of common stock, par
value $.01 each; and

2 Five Million (5,000,000) shares of Preferred Stock, par
value of $.01 each.

B. Preferred Stock.

a. Designation. The class of Preferred Stock, $.01 par
value per share, authorized hereunder shall be designated the
"Preferred Stock."

b. Issuance; Rights and Preferences. The Preferred Stock
may be issued from time to time in one or more series.

Shares of each subseries, when issued, shall be designated to
distinguish them from the shares of all other series in such
manner as shall be determined by the Board of Directors and the
resolutions providing for the issue of such series. In addition,
the Board of Directors in each such resolution is expressly
authorized to fix for each respective series:

<PAGE>

(i) The voting powers, full or limited, or no voting
powers and the designations, preferences and relative,
participating, options or other special rights, and
qualifications, limitations or restrictions thereof;

(ii) The right, if any, of the Corporation to redeem
shares of any particular series and the amount per share which
the holders of shares of the particular series shall be entitled
to receive in case of redemption;

(iii) The dividend rights of the particular series,
including, without limitation, the annual dividend rate, the
preference rights, whether the dividends shall be cumulative or
noncumulative and, if such dividends shall be cumulative, the
date from which they will accumulate;

(iv) The rights upon dissolution of, or upon any
distribution of the assets of the Corporation;

(v) The terms and conditions, if any, upon which
shares of the particular series may be made convertible into, or
exchangeable for, shares of any other class or classes of stock,
or of any series thereof and the price or prices or the rates of
exchange and adjustments therefore."

THIRD: The certificate of incorporation of the corporation is hereby
amended by adding a now Eleventh Article thereof so that, as amended said
Article shall be and read as follows:

"11. a.) The Directors shall be chosen as provided hereinafter
at the annual meeting of stockholders by such stockholders as have
the right to vote thereon, and each shall hold office until the next
election of Directors of his class, as provided below, and until his
successor is chosen and qualified or until he sooner dies, resigns,
is removed, or becomes disqualified. The Board of Directors shall be
divided into three classes as nearly equal in number as may be, with
the initial term of office of Class I expiring at the annual meeting
of stockholders in 1994, of Class II expiring at the annual meeting
of stockholders in 1995, and of Class III expiring at the annual
meeting of stockholders in 1996.

b.) At each annual meeting of stockholders, Directors
chosen to succeed those whose terms then expire shall be elected for
a full term of office expiring at the third succeeding annual meeting

<PAGE>

of stockholders after their election. In the interim between annual
meetings of stockholders or of special meetings of stockholders
called for the election of Directors and/or for the removal of one or
more Directors and for the filling of any vacancy in that connection,
newly created Directorships and any vacancies in the Board of
Directors, including vacancies resulting from the removal of
Directors for cause, may be filled by the vote of a majority of the
remaining Directors then in office, although less than a quorum, or
by the sole remaining Director. A Director elected to fill a vacancy
shall serve for the balance of the term which he has been elected to
fill, even though that term may extend beyond the next annual meeting
of stockholders.

c.) Subject to the foregoing, a Director elected to fill a
vacancy shall hold office for a term expiring at the annual meeting
at which the term of the class to which he shall have been elected
expires. In the event of any increase or decrease in the authorized
number of directors, the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the
Board of Directors among the three classes of directors so as to
maintain such classes as nearly equal as possible. No decrease in the
number of Directors constituting the Board of Directors shall shorten
the term of any incumbent Director. The stockholders of the
Corporation are expressly prohibited from cumulating their votes in
any election of Directors of the Corporation.

d.) Anything contained in this Certificate of
Incorporation or the Bylaws of the Corporation to the contrary
notwithstanding, this Article 11 shall not be altered amended, and no
provisions inconsistent therewith shall be adopted, without the
affirmative vote of the holders of not less than sixtysix and two
thirds (66 2/3) percent of the outstanding stock of the Corporation
entitled to vote generally in the election of directors, voting
together as a single class."

FOURTH: The amendments of the certificate of incorporation herein
certified have been duly adopted in accordance with the provisions of Section
228 and 242 of the General Corporation Law of the State of Delaware. Prompt
written notice of the adoption of the amendments herein certified has been
given to those stockholders who have not been consented in writing thereto, as
provided in Section 228 of the General Corporation Law of the State of
Delaware.

<PAGE>

Signed and attested to on April 8, 1993.

/s/ Dale L. Peterson
------------------------------
Dale L. Peterson, President

Attest:

/s/ James Hickey
- ----------------------------------
James Hickey, Assistant Secretary

<PAGE>

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ST REAL ESTATE HOLDING CORP.
INTO
SDIGNAL TECHNOLOGY CORPORATION

Signal Technology Corporation, a corporation organized and existing under
the laws of Delaware, DOES HEREBY CERTIFY;

FIRST: That this corporation was incorporated on the 1st day of April,
1982, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of each
class of the stock of ST Real Estate Holding Corp., a corporation incorporated
on the 26nd day of February, 1992, pursuant to the General Corporation Law of
the State of Delaware.

THIRD: That this corporation, by the following resolutions of its Board of
Directors, duly adopted at a meeting duly called and held on July 10, 1996 and
filed with the minutes of the Board, determined to and did merge into itself
said ST Real Estate Holding Corp.:

RESOLVED: That, pursuant to Section 253 of the Delaware General
Corporation Law, Signal Technology Corporation, a Delaware
corporation, (the "Company") is hereby authorized to merge into
itself ST Real Estate Holding Corp., a Delaware corporation,
("ST Real Estate") which is a wholly owned subsidiary of the
Company, and assume all of the liabilities and obligations of
ST Real Estate; and

<PAGE>

RESOLVED: That the Chairman, Vice President and the Secretary, be, and
each hereby is, authorized to execute a Certificate of
Ownership and Merger setting forth (a) a copy of the
resolutions (i) to merger ST Real Estate into the Company and
(ii) to assume the liabilities and obligations of ST Real
Estate and (b) the date of adoption of such resolutions, and to
cause the Certificate of Ownership and Merger to be filed with
the Secretary of State of Delaware and a certified copy thereof
to be recorded in the office of the Recorder of Deeds of New
Castle County, and to take all such other actions and to
execute all such other instruments and agreements as they or
any of them may deem appropriate to effect such merger; and

RESOLVED: That the merger shall be effective upon the date of filing with
the Secretary of State of Delaware.

IN WITNESS WHEREOF, said Signal Technology Corporation has caused this
Certificate to be signed by Harry R. Hauser, its Secretary, this 11th day of
July, 1996.

SIGNAL TECHNOLOGY CORPORATION

By: /s/ Harry R. Hauser
--------------------------------
Harry R. Hauser, Secretary

<PAGE>

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ST MICROWAVE CORP.
ST OLEKTRON CORP.
SDT KELTEC CORP.
INTO
SIGNAL TECHNOLOGY CORPORATION

Signal Technology Corporation, a corporation organized and existing under
the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 1st day of April,
1982, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of each
class of the stock of ST Microwave Corp., a corporation incorporated on the
24th day of April, 1989, ST Olektron Corp., a corporation incorporated on the
6th day of June, 1986, and ST Keltec Corp., a corporation incorporated on the
24th day of March, 1992, all pursuant to the General Corporation Law of the
State of Delaware.

THIRD: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by the unanimous written consent action of its members,
filed with the minutes of the Board dated December 18, 1996, determined to and
did merge into itself said ST Microwave Corp., ST Olektron Corp. and ST Keltec
Corp.

<PAGE>

RESOLVED: That, pursuant to Section 253 of the Delaware General
Corporation Law, Signal Technology Corporation, a Delaware
corporation, (the "Company") is hereby authorized to merge into
itself ST Microwave Corp., ST Olektron Corp., and ST Keltec
Corp., all of which are Delaware corporations, and which are
wholly owned subsidiaries of the Company, and assume all of the
liabilities and obligations of ST Microwave Corp., ST Olektron
Corp. and ST Keltec Corp. and

RESOLVED: That the Chairman, Vice President, Assistant Secretary of the
Company be, and each hereby is, authorized to execute a
Certificate of Ownership and Merger setting forth (a) a copy of
the resolutions (i) to merger ST Microwave Corp., ST Olektron
Corp. and ST Keltec Corp. into the Company and (ii) to assume
the liabilities and obligations of ST Microwave Corp., ST
Olektron Corp. and ST Keltec Corp.and (b) the date of adoption
of such resolutions, and to cause the Certificate of Ownership
and Merger to be filed with the Secretary of State of Delaware
and a certified copy thereof to be recorded in the office of
the Recorder of Deeds of New Castle County, and to take all
such other actions and to execute all such other instruments
and agreements as they or any of them may deem appropriate to
effect such merger; and

RESOLVED: That the merger shall be effective upon the date of filing with
the Secretary of State of Delaware.

<PAGE>

IN WITNESS WHEREOF, said Signal Technology Corporation has caused this
Certificate to be signed by Harry R. Hauser, its Secretary, this 20th day of
December, 1996.

SIGNAL TECHNOLOGY CORPORATION

By: /s/ Harry R. Hauser
----------------------------
Harry R. Hauser
Its: Secretary

<PAGE>
CERTIFICATE OF CORRECTION

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

SIGNAL TECHNOLOGY CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation") is
SIGNAL TECHNOLOGY CORPORATION.

2. The Certificate of Amendment to the Certificate of Incorporation which
was filed by the Secretary of State of Delaware on March 14, 1988, is hereby
corrected.

3. The inaccuracy to be corrected in said instrument is as follows:

"TENTH: A director of the Corporation shall in any one year be personally
liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duly of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit,
only to the extent of directors' fees (including committee fees and attendance
fees) paid during such year by the Corporation to such director for serving as
a director of the Corporation. Any repeal or modification of this paragraph by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification."

4. The portion of the instrument in corrected form is as follows:

<PAGE>

"TENTH: A director of the Corporation shall not in any one year be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an
improper personal benefit, only to the extent of directors' fees (including
committee fees and attendance fees) paid during such year by the Corporation to
such director for serving as a director of the Corporation. Any repeal or
modification of this paragraph by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification."

Dated: January 20, 1999 /s/ Roger D. Feldman
---------------------------------
Name: Roger D. Feldman
Title: Secretary

Exhibit 4.2

BYLAWS
OF
SIGNAL TECHNOLOGY CORPORATION

TABLE OF CONTENTS

ARTICLE I: OFFICES

1. Registered Office.
2. Other Offices.

ARTICLE II: STOCKHOLDERS

1. Meetings.
2. Annual Meetings.
3. Stockholder List.
4. Special Meetings.
5. Notice.
6. Quorum.
7. Action at Meeting.
8. Voting and Proxies.
9. Action without Meeting.

ARTICLE III: BOARD OF DIRECTORS

1. Election and Number.
2. Vacancies.
3. Chairman of the Board of Directors.
4. Powers.
5. Meetings.
6. Annual Meetings.
7. Regular Meetings.
8. Special Meetings.
9. Quorum and Action at Meeting.
10. Action without Meeting.
11. Action by Telephone.
12. Committees.
13. Compensation.
14. Removal.
15. Resignation.
16. Sale of Assets.

<PAGE>

ARTICLE IV: NOTICES

1. Generally.
2. Waiver.

ARTICLE V: OFFICERS

1. Enumeration.
2. Election.
3. Other Officers.
4. Tenure.
5. President and Vice President.
6. Treasurer and Assistant Treasurer.
7. Secretary and Assistant Secretaries.
8. Other Powers and Duties.

ARTICLE VI: CAPITAL STOCK

1. Certificates of Stock.
2. Lost Certificates.
3. Transfer on Books.
4. Record Date.
5. Registered Stockholders.
6. Issue of Stock.

ARTICLE VII: MISCELLANEOUS PROVISIONS

1. Dividends.
2. Reserves.
3. Annual Statement.
4. Execution of Instruments.
5. Fiscal Year.
6. Corporate Seal.
7. Voting of Securities.
8. Certificate of Incorporation.
9. Depository Authority.

ARTICLE VIII: AMENDMENTS

<PAGE>

BYLAWS
OF
SIGNAL TECHNOLOGY CORPORATION

ARTICLE I

OFFICES

1. Registered Office. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

2. Other Offices. The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the corporation may require.

ARTICLE II

STOCKHOLDERS

1. Meetings. All meetings of the stockholders for the election of
Directors shall be held in the City of Wilmington, State of Delaware at such
place as may be fixed from time to time by the Board of Directors, or at such
other place either within or without the State of Delaware as shall be
designated. from time to time by the Board of Directors and stated in the
notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

2. Annual Meetings. Annual meetings of stockholders, commencing with the
year 1983 shall be held on the third Tuesday in April if not a legal holiday,
and if a legal holiday, then on the next secular day following, at 10:00 a.m.,
or at such other date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which they shall
elect a Board of Directors, and transact such other business as may properly be
brought before the meeting. If it shall not have been held on the date fixed or
by adjournment therefrom, a meeting in lieu of the annual meeting shall be held
within six (6) months after the end of the fiscal year.

<PAGE>

3. Stockholder List. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination, of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

4. Special Meetings. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the Chairman of the Board of Directors, the
President, or by a majority of the Directors, and shall be called by the
Secretary, or in case of the death, absence, incapacity or refusal of the
Secretary, by any other officer, at the request in writing of one or more
stockholders owning at least ten percent (10%) of the entire capital stock of
the corporation issued and outstanding and entitled to vote. Such request shall
state the date, time, place and purposes of the proposed meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice of such meeting.

5. Notice. A written notice of every regular or special meeting of the
stockholders stating the date, time, place and, for special meetings, the
purposes for which the meeting is called shall be given by the Secretary or
other person calling the meeting, to each stockholder who by the certificate of
incorporation or bylaws, is entitled to such notice, by leaving such notice
with him or at his residence or usual place of business or by mailing it to
him. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on
the records of the corporation. Written notice of all regular or special
meetings of the stockholders shall be given to each stockholder entitled to
vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting, except that no notice of any regular or special
meeting of the stockholders need be given to any stockholder if a written
waiver of notice executed before or after the meeting by the stockholder, or
his attorney thereunto, authorized, is filed with the records of the meeting.

6. Quorum. The holders of one third of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by

<PAGE>

proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholder entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. [AMENDED AT 9 JULY 1990 MEETING OF THE BOARD
OF DIRECTORS; AMENDED AT 18 FEBRUARY 1994 MEETING OF THE BOARD OF DIRECTORS]

7. Action at Meeting. When a quorum is present at any meeting, all
elections of Directors shall be by plurality vote; in all other matters, the
vote of the holders of a majority of the shares of stock present and voting at
such meeting shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
certificate of incorporation or of these Bylaws, a different vote is required
in which case such express provision shall govern and control the decision of
each such question. [AMENDED AT 9 JULY 1990 MEETING OF THE BOARD OF DIRECTORS;
AMENDED AT 18 FEBRUARY 1994 MEETING OF THE BOARD OF DIRECTORS]

8. Voting and Proxies. Each stockholder shall have one (1) vote for each
share of stock having voting power owned by him. Stockholders may vote in
person or by proxy. No proxy that is dated more than six (6) months before the
meeting named therein shall be accepted. Proxies shall be filed with the
secretary of the meeting, or of any adjournment thereof, before being voted.
Except as otherwise limited therein, proxies shall entitle the persons named
therein to vote at any adjournment of such meeting, but shall not be valid
after final adjournment of such meeting. A proxy with respect to stock held in
the name of two (2) or more persons shall be valid if executed by one (1) of
them unless at or prior to exercise of the proxy the corporation receives a
specific written notice to the contrary from any one (1) of them. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed
valid unless challenged at or prior to its exercise.

9. Action Without Meeting. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any

<PAGE>

annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

1. Election and Number. The number of Directors which shall constitute the
whole Board of Directors shall be not less than one (1) nor more than nine (9).
The first Board shall consist of one Director. Thereafter, within the limits
above specified, the number of Directors shall be determined by resolution of
the Board of Directors or by the stockholders at the annual meeting. The
Directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each Director elected shall hold
office until a successor for such Director is duly elected and qualified.
Directors need not be stockholders.

2. Vacancies.

(a) The Directors shall be chosen as provided hereinafter at the annual
meeting of stockholders by such stockholders as have the right to vote thereon,
and each shall hold office until the next election of Directors of his class,
as provided below, and until his successor is chosen and qualified or until he
sooner dies, resigns, is removed, or becomes disqualified. The Board of
Directors shall be divided into three classes as nearly equal in number as may
be, with the initial term of office of Class I expiring at the annual meeting
of stockholders in 1994, of Class II expiring at the annual meeting of
stockholders in 1995, and of Class III expiring at the annual meeting of
stockholders in 1996. [ADOPTED AT 10 MARCH 1993 MEETING OF THE BOARD OF
DIRECTORS]

(b) At each annual meeting of stockholders, Directors chosen to succeed
those whose terms then expire shall be elected for a full term of office
expiring at the third succeeding annual meeting of stockholders after their
election. In the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of Directors and/or for the
removal of one or more Directors and for the filling of any vacancy in that

<PAGE>

connection, newly created Directorships and any vacancies in the Board of
Directors', including vacancies resulting from the removal of Directors for
cause, may be filled by the vote of a majority of the remaining Directors then
in office, although less than a quorum, or by the sole remaining Director. A
Director elected to fill a vacancy shall serve for the balance of the term
which he has been elected to fill, even though that term may extend beyond the
next annual meeting of stockholders. [ADOPTED AT 10 MARCH 1993 MEETiNG OF THE
BOARD OF DIRECTORS]

(c) Subject to the foregoing, a Director elected to fill a vacancy
shall hold office for a term expiring at the annual meeting at which the term
of the class to which he shall have been elected expires. In the event of any
increase or decrease in the authorized number of directors, the newly created
or eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors so
as to maintain such classes as nearly equal as possible. No decrease in the
number of Directors constituting the Board of Directors shall shorten the term
of any incumbent Director. The stockholders of the Corporation are expressly
prohibited from cumulating their votes in any election of Directors of the
Corporation. [ADOPTED AT 10 MARCH 1993 MEETING OF THE BOARD OF DIRECTORS]

(d) Anything contained in the Certificate of Incorporation or these
Bylaws to the contrary notwithstanding, this Article III, Section 2, shall not
be altered amended, and no provisions inconsistent therewith shall be adopted,
without the affirmative vote of the holders of not less than sixtysix and two
thirds (66 2/3) percent of the outstanding stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single class.
[ADOPTED AT 10 MARCH 1993 MEETING OF THE BOARD OF DIRECtORS]

3. Chairman of the Board of Directors. The Board of Directors may elect a
Chairman of the Board of Directors from among its members, who shall serve at
the pleasure of the Board and shall preside at all meetings of the Directors
and at all meetings of the stockholders. At any time when there is no Chairman
of the Board of Directors elected, as heretofore provided, and serving, the
President of the Corporation shall be the presiding officer at all meetings of
the stockholders and of the Board of Directors; in the absence of the
President, the Directors shall select one from among their number to serve as
such presiding officer.

4. Powers. The business of the corporation shall be managed by or under
the direction of its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or

<PAGE>

by the certificate of incorporation or by these bylaws directed or required to
be exercised or done by the stockholders. In the event of a vacancy in the
Board of Directors, the remaining Directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

5. Meetings. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

6. Annual Meetings. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the Directors.

7. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time
be determined by the Board, provided that any Director who is absent when such
determination is made shall be given notice of the determination.

8. Special Meetings. Special meetings of the Directors may be called by
the Chairman of the Board of Directors, the President or two (2) or more
Directors. Notice of the date, time, place and purpose of every special meeting
of the Directors shall be given to each Director by the Secretary, or in case
of the death, absence, incapacity or refusal of the Secretary, by the officer
or one of the Directors calling the meeting. Notice shall be given to each
Director in person or by telephone or by telegram sent to his business or home
address at least twentyfour (24) hours in advance of the meeting, or by written
notice mailed to his business or home address at least fortyeight (48) hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice executed by him before or after the meeting is filed with the
records of the meeting, or to any Director who attends the meeting without
objecting to the lack of notice prior to the meeting or at the commencement
thereof. A waiver of notice of a Directors' meeting need not specify the
purposes of the meeting.

<PAGE>

9. Quorum and Action at Meeting. At all meetings of the Board of
Directors, a majority of the Directors at the time in office shall constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the Board of Directors the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

10. Action without Meeting. Unless otherwise restricted by the certificate
of incorporation or these bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee. Such consent shall be
treated for all purposes as a vote at a meeting of the Directors.

11. Action by Telephone. Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

12. Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the Directors of the corporation. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent of disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all

<PAGE>

papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending
the bylaws of the corporation; and, unless the resolution or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.

Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same
to the Board of Directors when required.

13. Compensation. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the Board of Directors shall have the authority
to fix the compensation of Directors. The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any Director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committees meetings.

14. Removal. Unless otherwise restricted by the certificate of
incorporation or by law, any Director or the entire Board of Directors may be
removed, with or without cause, by the holders of [twothirds] of the shares
entitled to vote at an election of Directors, or for cause by vote of a
majority of the Directors then in office. A Director may be removed for cause
only after reasonable notice and opportunity to be heard before the body
proposing to remove him.

15. Resignation. Any Director may resign by giving written notice of his
resignation to the corporation at its principal office or to the President,
Secretary or Directors, and such resignation shall become effective upon
receipt unless another time is specified therein.

16. Sale of Assets. The corporation may at any meeting of its Board of
Directors sell, lease, or exchange all or substantially all of its property and
assets, including its good will and its corporate franchises, upon such terms
and conditions and for such consideration, which may consist in whole or in
part of money or other property, including shares of stock in, and/or other
securities of, any other corporation or corporations, as the Board of Directors
deems expedient and for the best interests of the corporation, when and as

<PAGE>

authorized by a resolution adopted by twothirds of the outstanding stock of the
corporation entitled to vote thereon at a meeting thereof duly called upon at
least twenty (20) days notice. The notice of the meeting shall state that such
a resolution will be considered. Notwithstanding stockholder authorization or
consent to a proposed sale, lease or exchange of a corporation's property and
assets, the Board of Directors may abandon such proposed sale, lease or
exchange without further action by the stockholders, subject to the rights, if
any, of third parties under any contract relating thereto.

ARTICLE IV

NOTICES

1. Generally. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by laws, notice is required to be
given to any Director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such Director or stockholder, at his address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice, to Directors may also be given by telegram.

2. Waiver. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

ARTICLE V

OFFICERS

1. Enumeration. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Secretary and a Treasurer. The
Board of Directors may also choose one or more Vice Presidents, and one or more
Assistant Secretaries and Assistant Treasurers. Any number of offices may be
held by the same person, unless the certificate of incorporation, or these
by-laws otherwise provide.

2. Election. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, a Secretary and a Treasurer.

<PAGE>

3. Other Officers. At the first Directors' meeting after each annual
stockholders' meeting or at any other meeting, the Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.

4. Tenure. The President, Secretary and Treasurer shall hold office until
the first meeting of the Directors following the annual stockholders' meeting
and thereafter until their successors are chosen and qualify and all other
officers shall hold office until the first meeting of the Directors following
the annual meeting of stockholders, unless a shorter term is specified in the
vote choosing or appointing them. Any officer may resign by delivery of written
resignation to the corporation at its principal office or to the President or
Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event. When any officer is, in the opinion of the Directors, unable to
perform the duties of such office, the Directors may by vote appoint a
temporary officer to act until further vote by them, with power to perform all
or part of the duties of such officer. Any officer elected or appointed by the
Board of Directors may be removed with or without cause at any time by the
affirmative vote of a majority of the Board of Directors, provided, that an
officer may be removed for cause only after reasonable notice and opportunity
to be heard by the Board of Directors. Any vacancy occurring in any office of
the corporation may be filled by the Board of Directors at a meeting called for
that purpose.

5. President and Vice President. The President shall be the chief
operating officer of the corporation and shall, subject to the direction of the
Chairman of the Board, provide general supervision over the operation of the
business of the corporation. Any Vice President shall have such powers as the
Directors may from time to time designate. One of the duties of the President
of the Corporation shall be to conduct and preside over Board of Directors'
meetings unless the Board of Directors or Stockholders shall, at any time,
elect or appoint a Chairman of the Board of Directors, in which case such
Chairman of the Board of Directors shall conduct and preside over Board of
Directors' meetings.

6. Treasurer and Assistant Treasurer. The Treasurer shall have general
charge of the financial affairs of the corporation and shall cause to be kept
accurate books of account. He shall have custody of all funds, securities, and
valuable documents of the corporation, except as the Directors may otherwise
provide. Any Assistant Treasurer shall have such powers as the Directors may
from time to time designate.

<PAGE>

7. Secretary and Assistant Secretaries. The Secretary shall keep a record
of the meetings of the stockholders and of the Directors. Unless a transfer
agent is appointed, the Secretary shall keep or cause to be kept in Delaware,
at the principal office of the corporation or at his office, the stock and
transfer records of the corporation, in which are contained the names of all
stockholders and the record address, and the amount of stock held by each. Any
Assistant Secretary shall have such powers as the Directors may from time to
time designate. In the absence of the Secretary from any meeting of
stockholders, an Assistant Secretary, if one be elected, otherwise a Temporary
Secretary designated by the person presiding at the meeting, shall perform the
duties of the Secretary.

8. Other Powers and Duties. Each officer shall, subject to these bylaws,
have in addition to the duties and powers specifically set forth in these
by-laws, such duties and powers as are customarily incident to his office, and
such duties and powers as the Directors may from time to time designate.

ARTICLE VI

CAPITAL STOCK

1. Certificates of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signatures may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.

Every certificate for shares of stock that are subject to any
restriction on transfer pursuant to the certificate of incorporation, the
bylaws or any agreement to which the corporation is a party, shall have the
restriction noted conspicuously on the certificate and shall also set forth on
the face or back either the full text of the restriction or a statement of the
existence of such restriction and a statement that the corporation will furnish
a copy. to the holder of such certificate on written request and without
charge. Every certificate issued when the corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class and series authorized

<PAGE>

to be issued or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the corporation will furnish a
copy thereof to the holder of such certificate on written request and without
charge.

2. Lost Certificates. In case any certificates of stock of the corporation
shall be lost or destroyed, a new certificate may be issued in lieu thereof on
reasonable evidence of such loss or destruction, and upon such indemnity being
given within the limits permitted by law as the Directors may require for the
protection of the corporation or any transfer agent or registrar.

3. Transfer on Books. All shares of stock shall be transferable on the
books of the corporation except when closed as provided by the bylaws, upon
surrender of the certificate therefor duly endorsed, or accompanied by a
separate document containing an assignment of the certificate or a power of
attorney to sell, assign, or transfer the same, or the shares represented
thereby, with all such endorsements or signatures guaranteed if required by the
corporation.

4. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

5. Registered Stockholders. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

6. Issue of Stock. Unless otherwise voted by the incorporators or
stockholders, the whole or any part of any unissued balance of the authorized

<PAGE>

capital stock of the corporation or the whole or any part of any capital stock
of the corporation held in its treasury may be issued or disposed of by vote of
the Directors in such manner, for such consideration, and on such terms as the
Directors may determine.

ARTICLE VII

MISCELLANEOUS PROVISIONS

1. Dividends. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

2. Reserves. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

3. Annual Statement. The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition
of the corporation.

4. Execution of Instruments. All deeds, leases, transfers, contracts,
bonds, notes and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the President or the Treasurer
except as the Directors may generally or in particular cases otherwise
determine.

5. Fiscal Year. The Fiscal Year of the corporation shall end on the last
day of December in each year.

6. Seal. The seal of the corporation shall bear its name and the year of
its incorporation or such other device or inscription as the Directors may
determine.

7. Voting of Securities. Except as the Directors may otherwise designate,
the President or Treasurer may waive notice of, and appoint any person or

<PAGE>

persons to act as proxy or, attorney in fact for this corporation (with or
without power of substitution) at any meeting of stockholders or shareholders
of any other corporation or organization, the securities of which may be held
by this corporation.

8. Certificate of Incorporation. All references in these bylaws to the
certificate of incorporation shall be deemed to be to the certificate of
incorporation, as amended and in effect from time to time.

9. Depository Authority. Any President, Vice President or Treasurer,
together with the Secretary or any Assistant Secretary, shall designate the
banks in which the Corporation shall deposit corporate funds, and the name,
whether it be the corporate name or the name of one of them or the name of
other persons connected with the Corporation or trade names, in which such
accounts shall be opened and kept and shall designate the persons who shall
have authority on behalf of the Corporation to sign checks against such funds,
to the extent of such funds in said accounts only, and the persons who shall
have authority to endorse and make payable to the order of said banks, checks,
drafts and other negotiable instruments, for deposit in said banks, and to
deposit such checks, drafts and other negotiable instruments in said accounts.

ARTICLE VIII

AMENDMENTS

These bylaws may be altered, amended, or repealed, or new bylaws may be
adopted by a majority vote of the stockholders or by a majority vote of the
Board of Directors when such power is conferred upon the Board of Directors by
the certificate of incorporation. Such action may take place at any regular
meeting of the stockholders or of the Board of Directors, or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration, amendment, repeal, or adoption of new bylaws be contained in the
notice of such special meeting. The fact that the power to adopt, amend or
repeal bylaws has been conferred upon the Board of Directors by the certificate
of incorporation does not divest or limit the power of the stockholders to
adopt, amend or repeal the bylaws.

Exhibit 5
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000

September 17, 1999

Signal Technology Corporation
222 Rosewood Drive
Northwoods Business Park
Danvers, Massachusetts 01923

Re: FORM S-8 REGISTRATION STATEMENT

Ladies and Gentlemen:

We have acted as counsel for Signal Technology Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S8, expected to be filed with the Securities and Exchange
Commission on or about September 17, 1999 (the "Registration Statement").

The Registration Statement effects the registration of 500,000 shares of
the common stock, $0.01 par value per share, of the Company (the "Shares"),
which are to be issued by the Company pursuant to the Company's Amended and
Restated 1992 Equity Incentive Plan (the "Plan").

We have reviewed the corporate proceedings of the Company with respect to
the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.

We further assume, without investigation, that all Shares issued pursuant
to the Plan will be issued in accordance with the terms of such Plan and that
the purchase price of each of the Shares will be at least equal to the par
value of such Shares. Without prejudice to the generality of the foregoing, we
assume that in connection with each award of shares of restricted stock under
the Plan, the Company will require the recipient of the award upon issuance of
such shares to pay a cash purchase price at least equal to the par value of
such shares.

<PAGE>

Subject to the limitations set forth below, we have made such examination
of law as we have deemed necessary for the purposes of this opinion. This
opinion is limited solely to the Delaware General Corporation Law as applied by
courts located in Delaware.

Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options or grant of
restricted stock awards pursuant to the Plan and against the payment of any
purchase price therefor, will be validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Bingham Dana LLP

BINGHAM DANA LLP

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 16, 1999 relating to the
financial statements and financial statement schedule of Signal Technology
Corporation as of December 31, 1998 and 1997, and for the years ended December
31, 1998, 1997, and 1996, which appears in the 1998 Annual Report to
Shareholders on Form 10-K.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
September 17, 1999