<PAGE> 1
EXHIBIT ____
FEDERAL IDENTIFICATION
NO. 04-2272148
------------------
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, George W. Chamillard , *President
-------------------------------------------------------------
and William B. Asher, Jr. , *Assistant Clerk,
--------------------------------------------------------
of Teradyne, Inc. ,
--------------------------------------------------------------------------
(Exact name of corporation)
located at 321 Harrison Avenue, Boston, MA 02118 ,
--------------------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
3
--------------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting
held on May 25, 2000, by vote of:
------ ----
<TABLE>
<S> <C>
99,225,914 shares of Common Stock of 172,794,091 shares outstanding,
---------- ------------------------------- -----------
(type, class & series, if any)
shares of of shares outstanding, and
---------- ------------------------------- -----------
(type, class & series, if any)
shares of of shares outstanding,
---------- ------------------------------- -----------
(type, class & series, if any)
</TABLE>
1**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE
8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO
MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING EACH ADDITION IS CLEARLY INDICATED.
-------------
Examiner
------------
Name
Approved
C [ ]
P [ ]
M [ ]
R.A. [ ]
----------
P.C.
<PAGE> 2
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------ ------------------------------- ------------- ------------------------------- ----------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
<S> <C> <C> <C> <C>
Common: Common: 250,000,000 $.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
</TABLE>
Change the total authorized to:
<TABLE>
<CAPTION>
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------ ------------------------------- ------------- ------------------------------- ----------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
<S> <C> <C> <C> <C>
Common: Common: 1,000,000,000 $.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
</TABLE>
<PAGE> 3
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: .
---------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 12th day of June , 2000,
---- ---------- ----
/s/ George W. Chamillard , *President
-----------------------------------------------------------------
/s/ William B. Asher, Jr. *Assistant Clerk.
--------------------------------------------------------------,
*Delete the inapplicable words.
<PAGE> 4
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
=================================================================
I hereby approve the within Articles of Amendment and, the filing
fee in the amount of $ 750,000 having been paid, said articles
are deemed to have been filed with me this 13th day of June 2000.
Effective date: June 13, 2000
--------------------------------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Dana L. Keith, Corporate Paralegal
-----------------------------------------------------------------
Testa, Hurwitz & Thibeault, LLP
-----------------------------------------------------------------
125 High Street, Boston, MA 02110
-----------------------------------------------------------------
Telephone: (617)248-7874
-----------------------------------------------------------------
<PAGE> 5
FEDERAL IDENTIFICATION
NO. 04-2272148
-------------------
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, George W. Chamillard , *President
--------------------------------------------------------------
and Donald G. Leka , *Assistant Clerk,
--------------------------------------------------------
of Teradyne, Inc. ,
---------------------------------------------------------------------------
(Exact name of corporation)
located at 321 Harrison Avenue, Boston, Massachusetts 02118 ,
-------------------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Article 3
--------------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on May 23 ,
1996, by vote of:
<TABLE>
<S> <C>
63,652,370 shares of Common Stock of 71,452,818 shares outstanding,
------------------ ----------------------------- ------------
(type, class & series, if any)
shares of of shares outstanding, and
------------------ ----------------------------- ------------
(type, class & series, if any)
shares of of shares outstanding,
------------------ ----------------------------- ------------
(type, class & series, if any)
</TABLE>
1**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF
SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH.
ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH
ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.
-------------
Examiner
------------
Name
Approved
C [ ]
P [ ]
M [ ]
R.A. [ ]
-------------
P.C.
<PAGE> 6
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------ ------------------------------- ------------- ------------------------------- ----------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
<S> <C> <C> <C> <C>
Common: Common: 125,000,000 $0.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
</TABLE>
Change the total authorized to:
<TABLE>
<CAPTION>
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------ ------------------------------- ------------- ------------------------------- ----------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
-------------------------------------------------- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: Common: 250,000,000 $0.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
</TABLE>
<PAGE> 7
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: .
---------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 31 day of July , 1996,
---- ------------- --
/s/ George Chamillard , *President
------------------------------------------------------------------
/s/ Donald G. Leka , *Assistant Clerk.
------------------------------------------------------------
*Delete the inapplicable words.
<PAGE> 8
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
============================================================
I hereby approve the within Articles of Amendment
and, the filing fee in the amount of $125,000 having
been paid, said articles are deemed to have been
filed with me this 31st day of July 1996 .
Effective date:
--------------------------------------------
/s/ William F. Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Kevin M. Barry, Esq.
--------------------------------------------------
Testa, Hurwitz & Thibeault, LLP
125 High Street
--------------------------------------------------
Boston, MA 02110
--------------------------------------------------
<PAGE> 9
FEDERAL IDENTIFICATION
NO. 04-2272148
-------------------
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, Owen W. Robbins , *Vice President
----------------------------------------------------------
and Donald G. Leka , *Assistant Clerk
--------------------------------------------------------
of Teradyne, Inc. ,
--------------------------------------------------------------------------
(Exact name of corporation)
located at 321 Harrison Avenue, Boston, Massachusetts 02118 ,
------------------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Article 3
--------------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
May 24, 1995, by vote of:
------ --
<TABLE>
<S> <C>
26,581,818 shares of Common Stock of 37,173,315 shares outstanding,
------------------ --------------------------- -----------------
(type, class & series, if any)
shares of of shares outstanding, and
------------------ --------------------------- -----------------
(type, class & series, if any)
shares of of shares outstanding,
------------------ --------------------------- -----------------
(type, class & series, if any)
</TABLE>
1**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE
8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO
MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING EACH ADDITION IS CLEARLY INDICATED.
-------------
Examiner
------------
Name
Approved
C [ ]
P [ ]
M [ ]
R.A. [ ]
-------------
P.C.
<PAGE> 10
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
-------------------------------------------------- --------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
<S> <C> <C> <C> <C>
Common: Common: 75,000,000 $0.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
</TABLE>
Change the total authorized to:
<TABLE>
<CAPTION>
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
-------------------------------------------------- --------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
<S> <C> <C> <C> <C>
Common: Common: 125,000,000 $0.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
</TABLE>
<PAGE> 11
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: .
---------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 14th day of July , 1995,
------ ------ --
/s/ Owen W. Robbins Executive Vice, *President
--------------------------------------------------------------------
/s/ Donald G. Leka Assistant, *Clerk
------------------------------------------------------------------------
*Delete the inapplicable words.
<PAGE> 12
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
=========================================================
I hereby approve the within Articles of Amendment
and, the filing fee in the amount of $50,000.00
having been paid, said articles are deemed to have
been filed with me this 17th day of July 1995 .
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Kevin M. Barry, Esq.
-------------------------------------------------------
Testa, Hurwitz & Thibeault
53 State Street, Exchange Place
-------------------------------------------------------
Boston, MA 02109
-------------------------------------------------------
<PAGE> 13
Federal Identification
No. 04-2272148
--------------
Fee: $250.00
THE COMMONWEALTH OF MASSACHUSETTS
Michael Joseph Connolly
Secretary of State
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws Chapter 156B, Section 82)
We, Owen W. Robbins and William B. Asher, Jr. Vice President* and
-------------------------------------------------------
/ Assistant Clerk of Teradyne, Inc.
----------------------------------------------------
organized under the laws of Massachusetts and herein called the parent
-------------
corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent corporation
are as follows:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
AIDA Corporation California 6/15/84
Zehntel, Inc. Delaware 10/24/75
2. That the parent corporation owns at least ninety percent of the outstanding
shares of each class of the stock of each subsidiary corporation to be merged
into the parent corporation.
3. That in the case of each of the above-named corporations the laws of the
state of its organization, if other than Massachusetts, permit the merger herein
provided for and that all action required under the laws of each such state in
connection with this merger has been duly taken. (If all the corporations are
organized under the laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted.)
*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.
-------------
Examiner
------------
Name
Approved
C [ ]
P [ ]
M [ ]
R.A. [ ]
-------------
P.C.
<PAGE> 14
4. That at a meeting of the directors of the parent corporation, the following
vote, pursuant to General Laws, Chapter 156B, Section 82, was duly adopted:
See Continuation Sheets
NOTE: Votes for which the space provided above is not sufficient should be set
out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must
have a left-hand margin 1 inch wide for binding. Only one side should be used.
<PAGE> 15
5. The effective date of the merger shall be the date approved and filed by
the Secretary of the Commonwealth. If a later effective date is desired, specify
such date, which shall not be more than thirty days after the date of filing:
See Continuation Sheets
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 27th day of December, 1989__________________.
---- --------
/s/ Owen W. Robbins, Vice President
------------------
/s/ William B. Asher, Assistant Clerk
-------------------
*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.
<PAGE> 16
Continuation Sheet
MERGER OF AIDA CORPORATION
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the Corporation's wholly-owned subsidiary,
AIDA Corporation, with and into the corporation, with the Corporation
constituting the surviving corporation, be, and hereby is, approved,
with such changes therein or additions thereto as the officers
executing the same shall approve, such approval to be evidenced
conclusively by their execution and delivery thereof; and that the
President or any Vice-President and Clerk or Assistant Clerk of the
Corporation be, and they hereby are, authorized and empowered to
execute and deliver the Agreement and Plan of Merger on behalf of the
Corporation.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership in the form attached hereto, with the office
of the Secretary of State for the State of California.
VOTED: At or after the effective date of the merger of AIDA Corporation with
and into the Corporation, all debts, liabilities and duties of AIDA
Corporation shall attach to the Corporation and may be enforced
against the Corporation to the same extent as if such debts,
liabilities and duties had been incurred or contracted by the
Corporation.
VOTED: That the President or any Vice President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Articles of Merger in the form attached hereto, with the office of the
Secretary of State of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
January 1, 1990
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
<PAGE> 17
Continuation Sheet
Merger of Zehntel, Inc.
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the Corporation's wholly-owned subsidiary,
Zehntel, Inc. with and into the corporation, with the Corporation
constituting the surviving corporation, be, and hereby is, approved,
with such changes therein or additions thereto as the officers
executing the same shall approve, such approval to be evidenced
conclusively by their execution and delivery thereof; and that the
President or any Vice-President and Clerk or Assistant Clerk of the
Corporation be, and they hereby are, authorized and empowered to
execute and deliver the Agreement and Plan of Merger on behalf of the
Corporation.
VOTED: That the President or any Vice-President and the clerk or Assistant
clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership and Merger in the form attached hereto, with
the office of the Secretary of State for the State of Delaware and a
certified copy thereof in the office of the Recorder of Deeds of New
Castle County in accordance with the General Corporation Law of the
State of Delaware.
VOTED: That the President or any Vice-President and the Clerk of Assistant
Clerk of the corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Articles of Merger in the form attached as hereto, with the office of
the Secretary of State of Massachusetts and a certified copy thereof
in the Registry of Deeds in accordance with the Business Corporation
Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
January 1, 1990.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
<PAGE> 18
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(GENERAL LAWS, CHAPTER 156B, SECTION 82)
====================================
I hereby approve the within Articles of Merger of Parent and Subsidiary
Corporations and, the filing fee in the amount of $250.00,
-------
having been paid, said articles are deemed to have been filed with me
this 28th day of December, 1989
---- ---------
Effective date: 1/1/90
------------
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Leslie S. White, Esq.
--------------------------------------
c/o Testa Hurwitz & Thibeault
--------------------------------------
53 State Street, Exchange Place
--------------------------------------
Boston, MA 02109
----------------------------------
Telephone: (617) 367-7500
----------------------------------
<PAGE> 19
Federal Identification
No. 04-2272148
-------------
Fee: $250.00
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws Chapter 156B, Section 82)
We, Owen W. Robbins and William B. Asher Vice President* and
--------------------------------------------------------
Assistant Clerk of Teradyne, Inc. (S)
--------------------------------------------------------------
organized under the laws of Massachusetts and herein called the parent
corporation, certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent corporation
are:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
CASE Technology, Inc. California 1/21/83
Teradyne Central, Inc. Delaware 12/15/72
Teradyne Connection Systems, Inc. Massachusetts 10/16/68
2.
3.
*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.
-------------
Examiner
------------
Name
Approved
C [ ]
P [ ]
M [ ]
R.A. [ ]
-------------
P.C.
<PAGE> 20
4. That at a meeting of the directors of the parent corporation, the following
vote, pursuant to General Laws, Chapter 156B, Section 82, Subsection (a) was
duly adopted:
See Continuation Sheets
5. The effective date of the merger shall be the date approved and filed by
the Secretary of the Commonwealth. If a later effective date is desired, specify
such date, which shall not be more than thirty days after the date of filing:
See Continuation Sheets
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 27th day of December, 1989.
/s/ Owen W. Robbins Vice President*
------------------
/s/ William B. Asher Assistant Clerk*
--------------------
*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.
<PAGE> 21
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(GENERAL LAWS, CHAPTER 156B, SECTION 82)
====================================
I hereby approve the within Articles of Merger of Parent and Subsidiary
Corporations and, the filing fee in the amount of $250.00,
-------
having been paid, said articles are deemed to have been filed with me
this 28th day of December, 1989
Effective date: December 31, 1989
MICHAEL JOSEPH CANNILY
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Leslie S. White, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street, Exchange Place
Boston, MA 02109
----------------------------------
Telephone: (617) 367-7500
<PAGE> 22
Continuation Sheet
MERGER OF TERADYNE CENTRAL, INC.
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the corporation's wholly-owned subsidiary,
Teradyne Central, Inc., with and into the corporation, with the
Corporation constituting the surviving corporation, be, and hereby is,
approved, with such changes therein or additions thereto as the
officers executing the same shall approve, such approval to be
evidenced conclusively by their execution and delivery thereof; and
that the President or any Vice-President and Clerk or assistant Clerk
of the Corporation be, and they hereby are, authorized and empowered
to execute and deliver the Agreement and Plan of Merger on behalf of
the Corporation.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership and Merger in the form attached hereto, with
the office of the Secretary of State for the State of Delaware and a
certified copy thereof in the office of the Recorder of Deeds of New
Castle County in accordance with the General Corporation Law of the
State of Delaware.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Articles of Merger in the form attached as hereto, with the office of
the Secretary of State of Massachusetts and a certified copy thereof
in the Registry Of Deeds in accordance with the Business Corporation
Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1990.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
<PAGE> 23
Continuation Sheet
Merger of Teradyne Connection Systems, Inc.
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the Corporation's wholly-owned subsidiary,
Teradyne Connection Systems, Inc. with and into the Corporation, with
the Corporation constituting the surviving corporation, be, and hereby
is, approved, with such changes therein or additions thereto as the
officers executing the same shall approve, such approval to be
evidenced conclusively by their execution and delivery thereof; and
that the President or any Vice-President and Clerk or Assistant Clerk
of the Corporation be, and they hereby are, authorized and empowered
to execute and deliver the Agreement and Plan of Merger on behalf of
the Corporation.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership and Merger in the form attached hereto, with
the office of the Secretary of State of State of Massachusetts and a
certified copy thereof in the office of the Registry of Deeds of in
accordance with the General Corporation Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1989.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
<PAGE> 24
Continuation Sheet
Merger of CASE Technology Inc.
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the Corporation's wholly-owned subsidiary,
CASE Technology Inc., with and into the Corporation, with the
corporation constituting the surviving corporation, or additions
thereto as the officers executing the same shall approve, such
approval to be evidenced conclusively by their execution and delivery
thereof; and that the President or any Vice-President and Clerk or
Assistant Clerk of the Corporation be, and they hereby are, authorized
and empowered to execute and deliver the Agreement and Plan of Merger
on behalf of the Corporation.
VOTED: That the President or any Vice-President and the clerk or Assistant
clerk of the corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership and Merger in the form attached hereto, with
the office of the Secretary of State for the State of California.
VOTED: At and after the effective date of the merger of CASE Technology Inc.
with and into the Corporation, all debts, liabilities and duties of
CASE Technology Inc. shall attach to the Corporation and may be
enforced against the Corporation to the same extent as if such debts,
liabilities and duties had been incurred or contracted by the
Corporation.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Articles of Merger in the form attached as hereto, with the office of
the Secretary of State of Massachusetts and a certified copy thereof
in the Registry of Deeds in accordance with the Business Corporation
Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1989.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
<PAGE> 25
THE COMMONWEALTH OF MASSACHUSETTS
__________ MICHAEL JOSEPH CONNOLLY FEDERAL
Examiner Secretary of State IDENTIFICATION NO.:
ONE ASHBURTON PLACE 04-2272148
BOSTON, MASS 02108
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATION
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
* * * *
We, Owen W. Robbins and William B. Asher, Vice President*
----------------------------------------------------------
and /Assistant Clerk* of Teradyne, Inc.,
----------------------------------------
organized under the laws of Massachusetts and herein called the parent
-------------
corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporation are/is as follows:
Name State of Organization Date of Organization
1. Teradyne Digitest, Inc. Delaware April 14, 1978
2. That the parent corporation owns at least ninety per cent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
3. That in the case of each of the above-named corporations the laws of
the state of its organization, if other than Massachusetts, permit the merger
herein provided for and that all action required under the laws of each such
state in connection with this merger has been duly taken. (If all the
corporations are organized under the laws of the Massachusetts and if General
Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted).
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
-----------------
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
<PAGE> 26
4. That at a meeting of the directors of the parent corporation the
following vote, pursuant to subsection (a) of General Laws. Chapter 156B,
Section 82, was duly adopted:
VOTED: That the Agreement and Plan of Merger in the form attached as
EXHIBIT A hereto, providing for the merger of Teradyne Digitest,
Inc. with and into Teradyne, Inc., with Teradyne, Inc.
constituting the surviving corporation, be, and hereby is,
approved, with such changes therein or additions thereto as the
officers executing the same shall approve, such approval to be
evidenced conclusively by their execution and delivery thereof;
and that the President or any Vice-President and Clerk or
Assistant Clerk of the Company be, and they hereby are,
authorized and empowered to execute and deliver the Agreement and
Plan of Merger on behalf of Teradyne, Inc.
VOTED: That the President or any Vice-President and the Clerk or
Assistant Clerk of Teradyne, inc. be, and hereby are, authorized
and empowered to execute, acknowledge and file on behalf of
Teradyne, Inc., the Articles of Merger in the form attached as
hereto, with the office of the Secretary of State of
Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1988.
VOTED: That the proper officers of Teradyne, Inc. be, and each of them
singly hereby is, authorized and empowered to execute and deliver
such documents, instruments and certificates, make any payments
and to take all actions as in his judgment may be necessary,
desirable or appropriate in order to effectuate the intent and
purposes of the foregoing resolutions.
NOTE: Notes for which the space provided above is not sufficient should be
set out on continuation sheets to be numbered 2A, 2B etc. Continuation
sheets must have a left-hand margin 1 inch wide for binding. Only one
side should be used.
<PAGE> 27
5. The effective date of the merger as specified in the vote set out
under Paragraph 4 is
December 31, 1988
6. (This Paragraph 6 may be deleted if the parent corporation is
organized under the laws of Massachusetts.) The parent corporation hereby agrees
that it may be sued in the Commonwealth of Massachusetts for any prior
obligation of any subsidiary corporation organized under the laws of
Massachusetts with which it has merged, and any obligation hereafter incurred by
the parent corporation, including the obligation created by subsection (e) of
General Laws, Chapter 156B, Section 82, so long as any liability remains
outstanding against the parent corporation in the Commonwealth of Massachusetts
and it hereby irrevocably appoints the Secretary of the Commonwealth as its
agent to accept service of process for the enforcement of any such obligations,
including taxes, in the same manner as provided in Chapter 181.
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 29th day of December, 1988.
/s/ Owen W. Robbins
--------------------------
Vice President*
/s/ William B. Asher
------------------------------
Assistant Clerk*
* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.
<PAGE> 28
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporations and, the filing fee in the amount of $200.00 having been paid, said
articles are deemed to have been filed with me this 29th day of December, 1988.
---- --------
EFFECTIVE DATE
DECEMBER 31, 1988
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Leslie S. White, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street
Boston, MA 02109
Telephone: (617) 367-7500
<PAGE> 29
THE COMMONWEALTH OF MASSACHUSETTS
---------
Examiner
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2272148
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of stockholders
adopting the amendment. The fee for filing this certificate is prescribed
by General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
---------
and We, Alexander V. d'Arbeloff, , President
Richard J. Testa, , Clerk of
TERADYNE
---------------------------------------------------------------------------
(Name of Corporation)
located at 321 Harrison Avenue, Boston, Massachusetts 02118
do hereby certify that the following amendment to the articles of
reorganization of the corporation was duly adopted at a meeting held on May
8, 1987, by vote of
17,740,199 shares of common stock out of 23,898,176 shares outstanding
-----------
approved
CROSS OUT being at least two-thirds of each class outstanding and
INAPPLICABLE entitled to vote thereon and of each class or series of
CLAUSE stock whose rights are adversely affected thereby:(2)
C [ ]
P [ ]
M [ ]
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B Section 71.
Note: If the space provided under any amendments or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding.
<PAGE> 30
Additions to more than one Amendment may be continued on a single sheet so
long as each Amendment requiring each such addition is clearly indicated.
<PAGE> 31
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
----------------- ---------------------- -------------------- --------------
NO PAR VALUE NUMBER OF WITH PAR VALUE PAR VALUE
KIND OF STOCK SHARES NUMBER OF SHARES
----------------- ---------------------- -------------------- --------------
COMMON
----------------- ---------------------- -------------------- --------------
----------------- ---------------------- -------------------- --------------
----------------- ---------------------- -------------------- --------------
PREFERRED
----------------- ---------------------- -------------------- --------------
----------------- ---------------------- -------------------- --------------
----------------- ---------------------- -------------------- --------------
CHANGE the total to:
---------------- ------------------------- --------------------- --------------
NO PAR VALUE NUMBER OF WITH PAR VALUE PAR VALUE
KIND OF STOCK SHARES NUMBER OF SHARES
---------------- ------------------------- --------------------- --------------
COMMON
---------------- ------------------------- --------------------- --------------
---------------- ------------------------- --------------------- --------------
---------------- ------------------------- --------------------- --------------
PREFERRED
---------------- ------------------------- --------------------- --------------
---------------- ------------------------- --------------------- --------------
---------------- ------------------------- --------------------- --------------
<PAGE> 32
Article Six is hereby amended to add the following paragraph:
"No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, that, to
the extent provided by applicable law, this provision shall not eliminate or
limit the liability of a director (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 sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision shall not eliminate the
liability of a director for any act or omission occurring prior to the date upon
which this provision becomes effective. No amendment to or repeal of this
provision shall apply to or have any effect upon the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal."
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 8th day of May, in the year 1987.
/s/ Alexander V. d'Arbeloff Alexander V. d'Arbeloff President
/s/ Richard J. Testa Richard J. Testa Clerk
<PAGE> 33
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $75.00 having been paid, said
articles are deemed to have been filed with
me this 12 day of May 1987.
/s/Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Richard D. Sloman, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street
Boston, MA 02109
Telephone: (617) 367-7500
<PAGE> 34
THE COMMONWEALTH OF MASSACHUSETTS
---------
Examiner
MICHAEL JOSEPH CONNOLLY FEDERAL IDENTIFICATION
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2272148
RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of stockholders
adopting the restated articles of organization. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section 114. Make
check payable to the Commonwealth of Massachusetts.
---------
We, Alexander V. d'Arbeloff , President, and
Richard J. Testa , Clerk of
TERADYNE, INC.
---------------------------------------------------------------------------
(Name of Corporation)
located at 321 Harrison Avenue, Boston Massachusetts 02118
do hereby certify that the following restatement of the articles of
organization of the corporation was duly adopted at a meeting held on May
14, 1984, by vote of
15,720,764 shares of common stock out of 22,070,973 shares outstanding
being at least a majority of each class of stock outstanding and entitled
to vote and of each class or series of stock adversely affected thereby:-
1. The name by which the corporation shall be known is: -
Teradyne, Inc.
2. The purposes for which the corporation is formed are as follows: -
See Page 2A
C [ ]
P [ ]
M [ ]
RA [ ]
-------
P.C.
Note: If the space provided under any amendments or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions
to more than one Amendment may be continued on a single sheet so long as
each Amendment requiring each such addition is clearly indicated.
<PAGE> 35
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:
CLASS OF STOCK WITHOUT PAR VALUE WITH PAR VALUE
NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
Preferred NONE NONE ---
Common NONE 75,000,000 $.125
*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established:
NONE
*5. The restrictions, if any, imposed by the articles of organization upon the
transfer of shares of stock of any class are as follows:
NONE
*6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
The directors may make, amend or repeal the By-Laws in whole or in part,
except with respect to any provision thereof which by law or by the By-Laws
requires action by the stockholders.
Meetings of the stockholders may be held anywhere in the United States.
The corporation may be a partner in any business enterprise.
*If there are no such provisions, state "None."
<PAGE> 36
2A
To design, develop, manufacture, assemble, produce, acquire, own, buy,
import, sell, export, dispose of and otherwise deal in electronic or
electromechanical products or components, and personal property of every kind
and description.
To acquire, buy, own and sell securities (including the securities of this
corporation), patents, licenses, trade marks, trade names and all rights of
every kind thereunder.
To acquire, buy, construct, own, lease, mortgage and sell real estate,
buildings or any interests therein necessary or desirable for the purposes of
the corporation.
To acquire all or any part of the goodwill, rights and property, and to
assume the whole or any part of the contracts or liabilities of any firm,
association, corporation or person, and to pay for such acquisition in cash,
stock or other securities of this corporation or otherwise.
To exercise any of the foregoing purposes of powers through subsidiary or
affiliated corporations, and in connection therewith and otherwise to have all
the powers conferred now or in future by the Commonwealth of Massachusetts upon
business corporations.
<PAGE> 37
*We further certify that the foregoing restated articles of organization effect
no amendments to the articles of organization of the corporation at heretofore
amended, except amendments to the following articles
Article 3.
Briefly describe amendments in space below:
Article 3 is amended by increasing the number of shares of Common Stock, $.125
par value, which the Corporation is authorized to issue from 30,000,000 shares
to 75,000,000 shares.
IN WITNESS WHERE AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 14th day of May in the year 1984
/s/ Alexander V. d'Arbeloff President
---------------------------
/s/ Richard J. Testa Clerk
--------------------
<PAGE> 38
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
I hereby approve the within restated
articles of organization and, the filing fee
in the amount of $22,650.00 having been
paid, said articles are deemed to have been
filed with me this 21st day of May , 1984
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Richard J. Testa, Esq.
c/o Testa, Hurwitz & Thibeault
Sixty State Street
Boston, MA 02109
Telephone: (617) 367-7500
