Exhibit 3.39
CERTIFICATE OF ORGANIZATION
OF
APPa, LLC
The undersigned, desiring to form a limited liability company pursuant to the Pennsylvania Limited Liability Company Law, 15 Pa.C.S. §8913, certifies as to the following:
1. The name of the limited liability company is “APPa, LLC.”
2. The name and county of the limited liability company’s initial registered agent and registered office is:
Corporation Service Company
Dauphin County
3. The name and street address of the organizer is:
Stephen A. Dillemuth
7289 Garden Road, Suite 200
Riviera Beach, Florida 33404
4. The management of the limited liability company is vested in its members.
5. The term of existence of the limited liability company is perpetual.
[Signature on following page]
IN WITNESS WHEREOF, the undersigned executes this Certificate of Organization this 25th day of September, 2003.
| /s/ STEPHEN A. DILLEMUTH |
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| Stephen A. Dillemuth | |
| Organizer | |
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CERTIFICATE OF MERGER
OF
AMERIPATH PENNSYLVANIA, INC.
(a Pennsylvania corporation)
WITH AND INTO
APPa, LLC
(a Pennsylvania limited liability company)
Pursuant to the provisions of Section 1926 of the Pennsylvania Business Corporation Law and Section 8958 of the Pennsylvania Limited Liability Company Law, AmeriPath Pennsylvania, Inc. and APPa, LLC (the “Companies”) submit the following Certificate of Merger for filing and certify that:
1. The name and jurisdiction of formation of each of the entities which are to merge are:
Name |
| Jurisdiction |
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AmeriPath Pennsylvania, Inc. |
| Pennsylvania |
APPa, LLC |
| Pennsylvania |
2. The name and county of the registered office of each of the Companies is:
AmeriPath Pennsylvania, Inc. |
| APPa, LLC |
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Corporation Service Company |
| Corporation Service Company |
Dauphin County |
| Dauphin County |
3. A Plan and Agreement of Merger for the merger of AmeriPath Pennsylvania, Inc. with and into APPa, LLC has been approved by unanimous written consent of the sole member of APPa, LLC and has been approved by unanimous written consent of the Board of Directors and sole shareholder of AmeriPath Pennsylvania, Inc., in each case in accordance with applicable provisions of the Pennsylvania Limited Liability Company Law and the Pennsylvania Business Corporation Law, respectively.
4. The merger shall be effective at 11:59 p.m. on September 30, 2003.
5. The Plan and Agreement of Merger is attached hereto as Exhibit A.
6. Effective as of the merger, the surviving company, APPa, LLC, will change its name to AmeriPath Pennsylvania, LLC.
IN WITNESS WHEREOF, AmeriPath Pennsylvania, Inc. and APPa, LLC have each caused this Certificate of Merger to be executed by a duly authorized officer this 29th day of September, 2003.
| APPa, LLC | ||
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| By: | /s/ STEPHEN A. DILLEMUTH |
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| Stephen A. Dillemuth | |
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| Assistant Secretary | |
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| AMERIPATH PENNSYLVANIA, INC. | ||
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| By: | /s/ STEPHEN A. DILLEMUTH |
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| Stephen A. Dillemuth | |
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| Assistant Secretary | |
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Exhibit A
Plan and Agreement of Merger
PLAN AND AGREEMENT OF MERGER
Pursuant to this Plan and Agreement of Merger (the “Agreement of Merger”), dated as of the 29th day of September, 2003, AmeriPath Pennsylvania, Inc., a Pennsylvania corporation, shall be merged with and into APPa, LLC, a Pennsylvania limited liability company.
SECTION I
DEFINITIONS
1.1 Effective Date. “Effective Date” shall mean 11:59 p.m. on September 30, 2003.
1.2 Surviving Company. “Surviving Company” shall refer to APPa, LLC, a Pennsylvania limited liability company and wholly-owned subsidiary of AmeriPath, Inc. (“Parent”) that is disregarded as an entity separate from Parent, its sole member, for all income tax purposes in accordance with Treasury Regulations Sections 301.7701-2 and 301.7701-3 and corresponding provisions of applicable state tax laws (and any successor provisions), which, subsequent to the Merger contemplated by this Agreement of Merger, shall be known as AmeriPath Pennsylvania, LLC in accordance with Section 2.1 of this Agreement of Merger. The principal office of the Surviving Company is located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.
1.3 Merging Corporation. “Merging Corporation” shall refer to AmeriPath Pennsylvania, Inc., a Pennsylvania corporation and wholly-owned corporate subsidiary of Parent.
1.4 Merger. “Merger” shall refer to the merger of the Merging Corporation with and into the Surviving Company as provided in Section 2.1 of this Agreement of Merger.
SECTION 2
TERMS OF MERGER
2.1 Merger. In accordance with the applicable laws of the State of Pennsylvania and subject to the terms and conditions set forth in this Agreement of Merger, the Merging Corporation shall, on the Effective Date, be merged with and into the Surviving Company, APPa, LLC, and the separate existence of the Merging Corporation shall thereupon cease. The Surviving Company shall continue to exist after the Merger and shall be governed by the laws of the State of Pennsylvania under the company name “AmeriPath Pennsylvania, LLC.” Parent, the sole member of the Surviving Company immediately before the Merger, shall remain the sole member of the Surviving Company as a result of the Merger and this Agreement of Merger.
2.2 Effective Date. The Merger contemplated by this Agreement of Merger shall become effective on the Effective Date.
2.3 Certificate of Organization. The Certificate of Organization of the Surviving Company as it exists on the Effective Date shall remain in full force and effect after the Effective Date and shall not be amended by virtue of the Merger except to reflect the change of name to “AmeriPath Pennsylvania, LLC”.
2.4 Operating Agreement. The Operating Agreement of the Surviving Company as it exists on the Effective Date shall remain in full force and effect after the Effective Date and shall not be amended by virtue of the Merger except to reflect the new name of the Surviving Company after the Merger.
2.5 Officers. The officers of APPa, LLC shall continue to serve as the officers of the Surviving Company, and shall hold office from and after the Effective Date until their respective successors are elected and qualify.
SECTION 3
MANNER OF CONVERTING SHARES AND MEMBERSHIP INTERESTS
The issued and outstanding shares of the Merging Corporation shall be canceled and cease to exist by virtue of the Merger on the Effective Date. The issued and outstanding membership interests of the Surviving Company shall remain issued and outstanding and be unaffected by the Merger.
SECTION 4
TAX TREATMENT OF TRANSACTION
Because the Surviving Company is disregarded as an entity separate from Parent, the sole member of the Surviving Company, it is the express intention that, for all income tax purposes, (i) the Merger effect a complete liquidation of the Merging Corporation into Parent within the meaning of Sections 332, 334(b)(l) and 337(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of applicable state tax laws (and any successor provisions), and (ii) the adoption of the resolutions by the Board of Directors of the Merging Corporation, and by Parent, as the sole member of the Surviving Company and as the sole shareholder of the Merging Corporation, respectively, authorizing and approving the Merger constitute a duly adopted plan of complete liquidation of the Merging Corporation into Parent for purposes of the aforementioned sections of the Code and corresponding provisions of applicable state tax laws (and any successor provisions). The Merging Corporation and the Surviving Corporation intend to execute this Agreement of Merger in order to achieve the foregoing tax treatment, which the Merging Corporation and the Surviving Company have determined to be in their best interests.
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SECTION 5
FURTHER ASSURANCES
Each party to this Agreement of Merger agrees to do such things as may be reasonably required by the other party in order more effectively to consummate or document the transactions contemplated by this Agreement of Merger.
[Signatures on following page]
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IN WITNESS WHEREOF, the undersigned entities have caused this Agreement of Merger to be executed by their duly authorized officers as of the date first above written.
| SURVIVING COMPANY: | ||
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| APPa, LLC | ||
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| By: | /s/ STEPHEN A. DILLEMUTH |
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| Stephen A. Dillemuth | |
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| Assistant Secretary | |
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| MERGING CORPORATION: | ||
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| AMERIPATH PENNSYLVANIA, INC. | ||
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| By: | /s/ STEPHEN A. DILLEMUTH |
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| Stephen A. Dillemuth | |
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| Assistant Secretary | |
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