Exhibit 3.5
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CONCENTRA PREFERRED SYSTEMS, INC.
The undersigned, Steven E. Nelson, President of Concentra Preferred
Systems, Inc., a Delaware corporation (the "Corporation"), and Richard A. Parr
II, Secretary of the Corporation, do hereby certify that:
1. The name of the Corporation is "Concentra Preferred Systems, Inc."
2. The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on August 22, 1996, under the
name "Preferred Delaware, Inc."
3. This Amended and Restated Certificate of Incorporation has been
duly proposed by resolutions adopted and declared advisable by the Board of
Directors of the Corporation, duly adopted by written consent of the sole
stockholder of the Corporation in lieu of a meeting and vote and duly
executed and acknowledged by the officers of the Corporation in accordance
with the provisions of Sections 103, 228, 242 and 245 of the General
Corporation Law of the State of Delaware and, upon filing with the
Secretary of State of the State of Delaware in accordance with Section 103,
shall supercede the original Certificate of Incorporation and shall, as it
may thereafter be amended in accordance with its terms and applicable law,
be the Certificate of Incorporation of the Corporation.
4. The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is CONCENTRA PREFERRED SYSTEMS,
INC.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801 in New
Castle County, Delaware. The name of the Corporation's registered agent at such
address is the Corporation Trust Company.
THIRD: The purposes for which the Corporation is formed are to engage
in any lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 10,000 shares, of Common Stock,
$.01 par value ("Common Stock"). Except as otherwise expressly provided herein,
all shares of Common Stock shall be identical and shall entitle the holders
thereof to the same rights and privileges.
FIFTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the Corporation is
expressly authorized and empowered to make, alter or repeal the By-laws of the
Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any By-law made by the Board of Directors.
SIXTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provisions contained in this Amended
and Restated Certificate of Incorporation; and other provisions authorized by
the laws of the State of Delaware at the time in force may be added or inserted,
in the manner now or hereafter prescribed by law; and all rights, preferences
and privileges of whatsoever nature conferred upon stockholders, directors or
any other persons whomsoever by and pursuant to this Amended and Restated
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.
SEVENTH: (1) The Corporation shall, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities and other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(2) No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
PROVIDED, HOWEVER, that the foregoing 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 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit.
IN WITNESS WHEREOF, Concentra Preferred Systems, Inc. has caused this
Amended and Restated Certificate of Incorporation to by signed by its President
and attested by its Secretary this 17th day of August 1999.
/s/ Steven E. Nelson
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Steven E. Nelson
President
Attest:
/s/ Richard A. Parr II
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Richard A. Parr II
Secretary