EXHIBIT 3.1
A B B 0 T T
L A B 0 R A T 0 R I E S
RESTATED ARTICLES OF INCORPORATION
RESTATED ARTICLE R-I
1. The name of the corporation is: Abbott Laboratories.
2. The corporation was incorporated March 6, 1900 under the name: The Abbott
Alkaloidal Company.
3. Subsequent corporate names and the dates of their adoption are:
Name Date Adopted
-------------------- ------------
Abbott Laboratories May 29, 1915
RESTATED ARTICLE R-II
The address of its registered office in the State of Illinois on the date of
adoption of this Amendment and Restatement of Articles of Incorporation was:
14th Street and Sheridan Road, North Chicago, Illinois, County of Lake, and the
name of its Registered Agent at said address was: Laurence R. Lee.
RESTATED ARTICLE R-III
The duration of the corporation is: Perpetual.
RESTATED ARTICLE R-IV
The purpose or purposes for which the corporation is organized are:
(1) To manufacture, purchase or otherwise acquire, own, sell, mortgage,
pledge, assign, convey, transfer, or otherwise dispose of, to invest, trade,
deal in and deal with all kinds of medicines, medicinal preparations and
supplies; chemical products, pharmaceutical products, drugs, druggists'
sundries, surgical instruments, dressings and supplies, dental instruments,
dressings and supplies, dentifrices, preparations used by dentists, and in
dentistry and oral surgery; hospital preparations and supplies; medicines,
preparations and instruments used in the cure and care
of animals; perfumes and perfumery, toilet preparations, and other articles
generally dealt in the retail drug trade; instruments, supplies and preparations
used for medicinal, sanitary and other health purposes; and in general all
instruments, preparations and supplies that appertain to pharmacy, pharmacology,
medicines, drugs, sanitation and health.
(2) To own and operate laboratories for experimentation and research in
the fields of chemistry, pharmacology, biology and physics, or such other fields
as the corporation may engage in under its charter.
(3) To manufacture, purchase, or in any manner acquire, own, mortgage,
pledge, sell, assign, convey, transfer, or otherwise dispose of, to invest,
trade, deal in and deal with, goods, wares and merchandise, and personal
property of every class and description wherever situated or located.
(4) To develop, apply for, purchase, lease, acquire, hold, use, take or
grant licenses in respect of, mortgage, pledge, lease, sell, assign or otherwise
dispose of, letters patent of the United States or any foreign country, patent
rights, licenses, privileges, inventions, devices, improvements, and processes,
formulas, copyrights, trade marks and trade names.
(5) To purchase or otherwise acquire the whole or any part of the
property, assets, business, good will and rights and to undertake or assume the
whole or any part of the bonds, mortgages, franchises, leases, contracts,
indebtedness, liabilities and obligations of any person, firm, association,
corporation or organization, and to pay for the same or any part or combination
thereof in cash, shares of the capital stock, bonds, debentures, debenture
stock, notes, or other obligations of the corporation or otherwise, or by
undertaking and assuming the whole or any part of the liabilities or obligations
of the transferor; and to hold or in any manner dispose of the whole or any part
of the property and assets so acquired, and to conduct in any lawful manner the
whole or any part of the business so acquired and to exercise all the powers
necessary or convenient in and about the conduct, management and carrying on of
such business.
(6) To purchase, subscribe for, acquire, own, hold, sell, exchange,
assign, transfer, mortgage, pledge or otherwise dispose of shares of voting
trust certificates for shares of the capital stock, or any bonds, notes,
securities or evidence of indebtedness created by any other corporation or
corporations organized under the laws of this state or any other state or
district or country, nation or government to issue in exchange therefor shares
of the capital stock, bonds, notes or other obligations of the corporation and
while the owners thereof to exercise all the rights, powers and privileges of
ownership including the right to
2
vote on any shares of stock or voting trust certificates so owned; to promote,
lend money to any corporation or association of which any bonds, stocks, voting
trust certificates, or other securities or evidences of indebtedness shall be
held by or for this corporation, or in which or in the welfare of which, this
corporation shall have any interest, and to do any acts and things permitted by
law and designed to protect, preserve, improve or enhance the value of any such
bonds, stocks or other securities or evidences of indebtedness or the property
of this corporation.
(7) In general, to carry on any other lawful business whatsoever in
connection with the foregoing or which is calculated directly or indirectly to
promote the interest of the corporation or to enhance the value of its
properties and to have and exercise all the rights, powers and privileges, which
are now or may hereafter be conferred by the laws of Illinois, to execute, from
time to time, general or special powers of attorney to persons, firms,
associations or corporations either in the United States or in any other
country, state or locality, and to revoke same as and when the Board of
Directors may determine; and so far as law will permit, to do any or all of the
things hereinbefore set forth to the same extent as natural persons might or
could do, and in any part of the world, either as principal, agent, contractor,
or otherwise, or through corporations of which it may own the stock or
securities, or any part thereof, or otherwise, and either alone or in company
with others.
(8) To have all other powers possessed by corporations organized or
operating under the general corporation law of the State of Illinois.
RESTATED ARTICLE R-V
The aggregate number of shares which the Corporation is authorized to issue is
1,201,000,000 divided into two classes. The designation of each class, the
number of shares of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par value, are as
follows:
3
Par Value per
Share or State-
ment that Shares
Series Number of are Without Par
Class (if any) Shares Value
- - --------------- -------- --------- ----------------
Preferred Shares Issuable in 1,000,000 $1 per share
series
Common Shares None 1,200,000,000 Without par value
The preferences, qualifications, limitations, restrictions and the special or
relative rights in respect of the shares of each class are:
SECTION A
The Preferred Shares
1. The Preferred Shares may be issued in one or more series and with such
designation for each such series sufficient to distinguish the shares thereof
from the shares of all other series and classes, as shall be stated and
expressed in the resolution or resolutions providing for the issue of each such
series adopted by the Board of Directors. The Board of Directors in any such
resolution or resolutions is hereby expressly authorized to divide the Preferred
Shares into series and to fix and determine the relative rights and preferences
of the shares of any series so established as to:
(i) The rate per annum at which the holders of shares shall be
entitled to receive dividends.
(ii) The price at and the terms and conditions on which shares may be
redeemed.
(iii) The amount payable upon shares in event of involuntary
liquidation.
(iv) The amount payable upon shares in event of voluntary liquidation.
(v) The sinking fund provisions, if any, for the redemption or
purchase of shares.
(vi) The terms and conditions on which shares may be converted, if the
shares are issued with the privilege of conversion.
The Board of Directors may increase the number of shares designated for any
existing series by a resolution adding to such
4
series authorized and unissued Preferred Shares not designated for any other
series.
2. All preferred Shares of any one series shall be identical with each other
in all respects, except that shares of any one series issued at different times
as provided in paragraph 3 of this Section A, may differ as to the dates from
which dividends thereon shall be cumulative.
3. Before any dividends on the Common Shares or on any other class or classes
of shares of the Corporation, ranking junior to the Preferred Shares with
respect to payment of dividends, shall be paid or declared or set apart for
payment, the holders of Preferred Shares shall be entitled to receive when and
as declared by the Board of Directors, cumulative cash dividends, out of any
funds legally available for the declaration of dividends and in the case of each
series at the rate per annum, and no more, for the particular series fixed in
the resolution or resolutions providing for the issue of such series of
Preferred Shares, adopted by the Board of Directors, payable quarterly on such
dates, in each year, as may be fixed in such resolution or resolutions. With
respect to each series of the Preferred Shares, such dividends shall be
cumulative from the respective dates of issue thereof. No dividends shall be
paid on any series of the Preferred Shares in respect of any dividend period
unless all cumulative dividends accrued prior to said dividend period with
respect to all Preferred Shares of each other series shall have been paid or
declared and set aside for payment.
4. The holders of Preferred Shares shall be entitled to vote as a class and
otherwise as provided by law.
5. Preferred shares which have been redeemed or shall have been purchased,
converted or otherwise acquired by the Corporation may thereafter be reissued
under such terms and conditions, not inconsistent with the provisions of this
Section A, as the Board of Directors may thereafter determine.
6. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, and before any distribution of the assets of the
Corporation shall be made to or set apart for the holders of the Common Shares
or of any other class of shares of the Corporation ranking junior to the
Preferred Shares with respect to payment of dividends or upon dissolution,
liquidation or winding up of the Corporation, the holders of the shares of each
series of the Preferred Shares then outstanding shall be entitled to receive
payment of such amount, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
series; but such holders upon receipt of such payment shall be entitled to no
further payment.
5
7. In case of any liquidation, dissolution or winding up of the Corporation,
if the amounts payable with respect to all series of Preferred Shares then
outstanding are not paid in full, the shares of all series of the Preferred
Shares shall share proportionately in accordance with the respective amounts
which would be payable on said shares if all amounts payable were paid in full.
8. A consolidation or merger of the Corporation with or into one or more
corporations shall not be deemed to be a liquidation, dissolution or winding up
within the meaning of this Section A.
SECTION B
The Common Shares
1. Subject to the limitations set forth in Section A of this Restated Article
R-V, the holders of Common Shares shall be entitled to dividends if, when and as
the same shall be declared by the Board of Directors out of funds of the
Corporation legally available thereof.
2. The holders of Common Shares shall be entitled to vote as provided by law.
SECTION C
The Preferred and Common Shares
No holder of shares of any class of the Corporation shall be entitled as of
right to subscribe to or purchase any additional or increased shares of any
class (whether now or hereafter authorized), or obligations convertible into any
class or classes of shares (whether now or hereafter authorized), or shares of
any class convertible into shares of any other class or classes (whether now or
hereafter authorized), or obligations, shares or other securities carrying
warrants or rights to subscribe to shares of the Corporation of any class or
classes (whether now or hereafter authorized), but any and all shares, bonds,
debentures or other securities or obligations, whether or not convertible into
shares or carrying warrants entitling the holders thereof to subscribe to
shares, may be issued, sold or disposed of from time to time by the board of
Directors to such persons, firms or corporations and for such consideration (so
far as may be permitted by law, by the Articles of Incorporation of the
Corporation, and by the terms of any resolution creating any series of Preferred
Shares) as the Board of Directors shall from time to time in its absolute
discretion determine. Among other things the Board of Directors shall have the
right at any time and from time to time to offer, sell and issue shares of any
class of the Corporation, or obligations, shares or other securities
6
carrying warrants or rights to subscribe to shares of the Corporation of any
class or classes, to employees of the Corporation and to employees of
subsidiaries of the Corporation without first offering the same to its share
holders, for such prices or considerations, and upon such terms and conditions
as the Board of Directors shall from time to time determine, and upon any such
issuance and sale, or plan or proposal to issue and sell, the Board of Directors
may classify employees as in its discretion it may deem advisable, and may
differentiate between classes, and exclude any class from participation. The
fact that an employee may be a director or an officer of the Corporation, or any
of its subsidiaries, shall not disqualify him from participation as an employee
in any such issuance or sale to employees.
RESTATED ARTICLE R-VI
1. A director of the corporation shall not be personally liable to the
corporation or its shareholders 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
shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii)
under Section 8.65 of the Illinois Business Corporation Act, or (iv)
for any transaction from which the director derived an improper
personal benefit; provided that the foregoing provision shall not
eliminate or limit the liability of a director for any act or omission
occurring before the date this provision became effective.
2. Any person who was or is a party, or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall, in the case of persons who are or were directors or officers of
the corporation, and may, as to such other persons, be indemnified
(and the corporation shall, in the case of persons who are or were
directors or officers of the corporation, and may, as to such other
persons, advance expenses incurred in defending such actions, suits or
proceedings) to the fullest extent now or hereafter permitted by law.
7
3. The foregoing right of indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise.
RESTATED ARTICLE R-VII
1. The class and number of shares issued on the date of adoption of this
Restatement of the Articles of Incorporation and the stated capital and paid-in
surplus as of such date were:
Stated Capital
Series Number of Par with Respect
Class (If Any) Shares Value Thereto
- - ----- -------- --------- ----- --------------
Common None 4,388,318 $5 $41,889,395.75
Paid-in Surplus $ None
Total Stated Capital and Paid-in Surplus $41,889,395.75
2. The class and number of shares and the stated capital and paid-in
surplus set forth in paragraph 1 above are changed by this Amendment and
Restatement as follows:
Effective as of the close of business on the date of filing this Amendment and
Restatement with the Secretary of State of Illinois each of the presently issued
Common Shares of $5 par value is hereby changed into three Common Shares without
par value authorized by this amendment to and restatement of Articles of
Incorporation. The amendment does not affect stated capital or paid-in surplus.
RESTATED ARTICLE R-VIII
The foregoing Restated Articles R-I to R-VII are an amendment constituting a
restatement of the Articles of Incorporation of Abbott Laboratories, effective
as of the date of issuance of the Certificate of Amendment of Articles of
Incorporation by the Secretary of State, and shall from that time supersede and
stand in lieu of the Corporation's pre-existing Articles of Incorporation.
8
ARTICLE R-IX
A majority of the directors then in office may fill one or more vacancies
occurring in the board of directors arising between meetings of shareholders by
reason of an increase in the number of directors or otherwise and any director
so elected shall serve until the next annual meeting of shareholders, provided
that at no time may the number of directors selected to fill vacancies in this
manner during any interim period between meetings of shareholders exceed 33-1/3
percent of the total membership of the board of directors.
9