EXHIBIT 2.2
CERTIFICATE OF MERGER
OF
MMI MERGER CORP.
AND
MICROTEK MEDICAL, INC.
It is hereby certified that:
A. The constituent business corporations participating in
the merger herein certified are:
(i) MMI Merger Corp., which is incorporated under the
laws of the State of Delaware ("MMI"); and
(ii) Microtek Medical, Inc., which is incorporated
under the laws of the State of Delaware
("Microtek").
B. An Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by each of the aforesaid
constituent corporations in accordance with the provisions of
subsection (c) of Section 251 of the General Corporation Law of
the State of Delaware.
C. The name of the surviving corporation in the merger
herein certified is Microtek Medical, Inc., which will continue
its existence as said surviving corporation under its present
name upon the effective date of said merger pursuant to the
provisions of the General Corporation Law of the State of
Delaware.
D. The Certificate of Incorporation of Microtek is to be
amended and changed by reason of the merger herein certified by
deleting in its entirety the present Certificate of Incorporation
of Microtek, as amended, and substituting in lieu thereof the
following articles:
"I.
NAME OF CORPORATION
The name of the Corporation is: "Microtek Medical, Inc."
II.
REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801. The name
of the Corporation's registered agent at such address is The
Corporation Trust Company.
III.
PURPOSE OF CORPORATION
The nature of the business and purposes to be conducted and
promoted are as follows:
To engage in any lawful act or activity for which
corporations may be organized under the Delaware
General Corporation Law; and to exercise all the
rights, privileges, immunities, and authority granted
to or exercised by business corporations under the laws
of the State of Delaware now in effect or that will
become effective during the existence of the
corporation.
IV.
CAPITALIZATION
The total number of shares of stock which the Corporation
shall have the authority to issue is one thousand (1,000), all of
the par value of $.001 per share. All such shares are of one
class and are designated as Common Stock.
V.
ELIMINATION OF MONETARY LIABILITY OF DIRECTORS
No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for
breach of his fiduciary duty as a director; provided, that this
provision shall eliminate or limit the liability of a director
only to the extent permitted from time to time by the Delaware
General Corporation Law or any successor law or laws.
VI.
AMENDMENT OF BYLAWS
The bylaws of the Corporation may be adopted, amended or
repealed by the Board of Directors of the Corporation; provided,
however, that nothing contained in this Article VI shall be
deemed to divest the stockholders of the Corporation of the
power, nor limit their power, to adopt, amend or repeal the
bylaws of the Corporation.
VII.
INCORPORATOR
The name and mailing address of the incorporator are as
follows:
Richard H. Spann
Post Office Box 1366
Columbus, Mississippi 39703
VIII.
DIRECTORS
The name and mailing address of the persons who are to serve
as the directors until the first annual meeting of the
stockholders or until their successors are elected and qualified
are as follows:
Robert L. Taylor
4320 International Boulevard, N.W.
Norcross, Georgia 30093
Travis W. Honeycutt
4320 International Boulevard, N.W.
Norcross, Georgia 30093
C. Fred Harlow
4320 International Boulevard, N.W.
Norcross, Georgia 30093"
and said Certificate of Incorporation as so amended and changed
shall continue to be the Certificate of Incorporation of said
surviving corporation until further amended and changed in
accordance with the provisions of the General Corporation Law of
the State of Delaware.
E. The executed Agreement and Plan of Merger, between the
aforesaid constituent corporations and Isolyser Company, Inc., a
Georgia corporation, is on file at the principal place of
business of the aforesaid surviving corporation, the address of
which is as follows:
Microtek Medical, Inc.
Post Office Box 2487
Columbus, Mississippi 39704
F. A copy of the aforesaid Agreement and Plan of Merger
will be furnished by the aforesaid surviving corporation, on
request, and without cost, to any stockholder of each of the
constituent corporations.
G. The Agreement and Plan of Merger provides that the
merger herein certified shall be effective upon the occurrence of
the filing of this Certificate of Merger with the Secretary of
State of the State of Delaware.
Dated this 30th day of August, 1996.
MMI:
MMI Merger Corp., a Delaware corporation
By:_________________________________
Its: _________________________________
MICROTEK:
Microtek Medical, Inc., a Delaware
corporation
By:_________________________________
Its: _________________________________