EXHIBIT 3(IV)
CERTIFICATE OF MERGER
OF C.I.S. TECHNOLOGIES, INC.
INTO
NATIONAL DATA CORPORATION
The undersigned corporation organized and existing under and by virtue of the
General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME:
C.I.S. TECHNOLOGIES, INC. A DELAWARE CORPORATION
NATIONAL DATA CORPORATION A DELAWARE CORPORATION
SECOND: That an agreement of merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 251 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is
NATIONAL DATA CORPORATION.
FOURTH: That the Certificate of Incorporation of National Data
Corporation, a Delaware corporation, shall be the Certificate of Incorporation
of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at an office of
the surviving corporation, the address of which is 1564 NE Expressway, Atlanta,
Georgia 30329.
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on written request and without cost, to any stockholder
of any constituent corporation.
SEVENTH: That the effective date of said merger shall be March 1, 1999.
Dated: March 22nd, 1999.
NATIONAL DATA CORPORATION
/s/ E. Michael Ingram
--------------------------------------
E. Michael Ingram, Secretary, Senior
Vice President and General Counsel
1564 NE Expressway
Atlanta, Georgia 30329
[corporate seal]
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PMSI DATABASE HOLDINGS INC.
INTO
NATIONAL DATA CORPORATION
National Data Corporation a corporation organized and existing under the
laws of Delaware, DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 20th day of July,
1967, pursuant to Section 101 of the General Corporation Law of the State of
Delaware.
SECOND: That this corporation owns all of the outstanding shares of the
stock of PMSI Database Holdings Inc. a corporation incorporated on the 24th day
of June, 1997, pursuant to Section 101 of the General Corporation Law of the
State of Delaware.
THIRD: That this corporation, by the following resolutions of its Board
of Directors, duly adopted by the unanimous written consent of its members on
the 26th day of May, 1999, determined to and did merge into itself PMSI Database
Holdings Inc.:
WHEREAS, the Board of Directors of National Data Corporation (the
"Company") has determined that it is in the best interest of the Company
to merge (the "Merger") PMSI Database Holdings Inc. a wholly-owned
subsidiary of the Company ("Subsidiary"), with and into the Company with
the Company to remain as the resulting, continuing and surviving
corporation;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to Section 253 of
the General Corporation Law of the State of Delaware, Subsidiary shall
merge with and into the Company, and the Company (or, with respect to
the period following the Merger, the "Surviving Company") shall assume
all of the Subsidiary's assets, liabilities, and obligations, and that
pursuant thereto the separate corporate existence of Subsidiary shall
cease, and the Surviving Company shall succeed to and assume all the
rights and obligations of Subsidiary;
RESOLVED FURTHER, that upon the Merger becoming effective, each
outstanding share of Common Stock of Subsidiary owned of record by the
Company which shares represent all of the issued and outstanding capital
stock of Subsidiary, shall be cancelled;
RESOLVED FURTHER, that the Merger shall become effective upon
filing with the Secretary of State of the State of Delaware;
RESOLVED FURTHER, that the officers of the Company, and each of
them acting alone are hereby authorized and directed to execute and
file, 1) a Certificate of Ownership and Merger, substantially in the
form reviewed by the Board and attached hereto as Exhibit A, with the
---------
Secretary of State of the State of Delaware, 2) any further necessary
documents with the appropriate authorities;
RESOLVED FURTHER, that any appropriate officer of the Company be,
and each of them hereby is, authorized and directed for and in name and
on behalf of the Company, to execute and deliver any and all
certificates, authorizations, documents and other instruments or papers
and to do any and all further things that may be necessary or advisable
to carry out intent of the foregoing resolutions, all such action have
heretofore been taken being hereby ratified, confirmed and approved;
RESOLVED FURTHER, that these Resolutions may be executed in one or
more counterparts each of which shall be deemed an original instrument
and all of such counterparts shall constitute one document, and the
signature of any party to any counterpart shall be deemed a signature
to, and may be appended to, any other counterpart.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding,
this merger may be amended or terminated and abandoned by the Board of Directors
of National Data Corporation at any time prior to the time that this merger
filed with the Secretary of State becomes effective.
-2-
IN WITNESS WHEREOF, said National Data Corporation has caused this
Certificate to be signed by Kevin C. Shea, its Chief Financial Officer, this
26th day of May, 1999.
NATIONAL DATA CORPORATION
By: /s/ Kevin C. Shea
-------------------------
Kevin C. Shea
Chief Financial Officer
-3-
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
C.I.S., INC.
INTO
NATIONAL DATA CORPORATION
National Data Corporation, a corporation organized and existing under
the laws of Delaware, DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 20th day of July,
1967, pursuant to Section 101 of the General Corporation Law of the State of
Delaware.
SECOND: That this corporation owns all of the outstanding shares of the
stock of C.I.S., Inc., a corporation incorporated on the 10th day of March,
1982, pursuant to Title 18, Section 1001 of the General Corporation Act of the
State of Oklahoma.
THIRD: That this corporation, by the following resolutions of its Board
of Directors, duly adopted by the unanimous written consent of its members on
the 26th day of May, 1999, determined to and did merge into itself C.I.S., Inc.:
WHEREAS, the Board of Directors of National Data Corporation (the
"Company") has determined that it is in the best interest of the Company
to merge (the "Merger") C.I.S., Inc. a wholly-owned subsidiary of the
Company ("Subsidiary"), with and into the Company with the Company to
remain as the resulting, continuing and surviving corporation;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to Section 253 of
the General Corporation Law of the State of Delaware and Title 18,
Section 1083 of the General Corporation Act of the State of Oklahoma,
Subsidiary shall merge with and into the Company, and the Company (or,
with respect to the period following the Merger, the "Surviving
Company") shall assume all of the Subsidiary's assets, liabilities, and
obligations, and that pursuant thereto the separate corporate existence
of Subsidiary shall cease, and the Surviving Company shall succeed to
and assume all the rights and obligations of Subsidiary;
RESOLVED FURTHER, that upon the Merger becoming effective, each
outstanding share of Common Stock of Subsidiary owned of record by the
Company which shares represent all of the issued and outstanding capital
stock of Subsidiary, shall be cancelled;
RESOLVED FURTHER, that the Merger shall become effective upon
filing with the Secretaries of State of Oklahoma and Delaware;
RESOLVED FURTHER, that the officers of the Company, and each of
them acting alone are hereby authorized and directed to execute and
file, 1) a Certificate of Ownership and Merger, substantially in the
form reviewed by the Board and attached hereto as Exhibit A, with the
---------
Secretary of State of the State of Delaware, 2) a Certificate of
Ownership and Merger, substantially in the form reviewed by the Board
and attached hereto as Exhibit B, with the Secretary of State of the
---------
State of Oklahoma, and 3) any further necessary documents with the
appropriate authorities;
RESOLVED FURTHER, that the Surviving Company hereby agrees that it
may be served with process in the State of Oklahoma in any proceeding
for the enforcement of any obligation of Subsidiary, as well as for
enforcement of any obligation of the Surviving Company arising from the
Merger, and hereby irrevocably appoints the Secretary of State of
Oklahoma as its agent to accept service of process in any such suit or
other proceedings and agrees that the service of any such process may be
made by personally delivering to and leaving with such Secretary of
State of the State of Oklahoma duplicate copies of such process; and
hereby authorizes the Secretary of State of the State of Oklahoma to
send forthwith by registered or certified mail one of such duplicate
copies of such process addressed to it c/o National Data Corporation,
1 National Data Plaza, Atlanta, Georgia 30329-2010, unless said
Surviving Company shall hereafter designate in writing to such Secretary
of State of the State of Oklahoma a different address for such process,
in which case the duplicate copy of such process shall be mailed to the
last address so designated;
RESOLVED FURTHER, that any appropriate officer of the Company be,
and each of them hereby is, authorized and directed for and in name and
on behalf of the Company, to execute and deliver any and all
certificates, authorizations, documents and other instruments or papers
and to do any and all further things that may be necessary or advisable
to carry out intent of the foregoing resolutions, all such action have
heretofore been taken being hereby ratified, confirmed and approved;
RESOLVED FURTHER, that these Resolutions may be executed in one or
more counterparts each of which shall be deemed an original instrument
and all of such counterparts shall
constitute one document, and the signature of any party to any
counterpart shall be deemed a signature to, and may be appended to, any
other counterpart.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding,
this merger may be amended or terminated and abandoned by the Board of Directors
of National Data Corporation at any time prior to the time that this merger
filed with the Secretary of State becomes effective.
IN WITNESS WHEREOF, said National Data Corporation has caused this
Certificate to be signed by Kevin C. Shea, its Chief Financial Officer this
26th day of May, 1999.
NATIONAL DATA CORPORATION
By: /s/ Kevin C. Shea
----------------------------
Kevin C. Shea
Its: Chief Financial Officer
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
HEALTH COMMUNICATION SERVICES, INC.
INTO
NATIONAL DATA CORPORATION
National Data Corporation, a corporation organized and existing under
the laws of Delaware, DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 20th day of July,
1967, pursuant to Section 101 of the General Corporation Law of the State of
Delaware.
SECOND: That this corporation owns all of the outstanding shares of the
stock of Health Communication Services, Inc., a corporation incorporated on the
11th day of September, 1986, pursuant to Chapter 9 of Title 13.1 of the Code of
Virginia.
THIRD: That this corporation, by the following resolutions of its Board
of Directors, duly adopted by the unanimous written consent of its members on
the 26th day of May, 1999, determined to and did merge into itself Health
Communication Services, Inc.:
WHEREAS, the Board of Directors of National Data Corporation (the
"Company") has determined that it is in the best interest of the Company
to merge (the "Merger") Health Communication Services, Inc., a wholly-
owned subsidiary of the Company ("Subsidiary"), with and into the
Company with the Company to remain as the resulting, continuing and
surviving corporation;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to Section 253 of
the General Corporation Law of the State of Delaware and Title 13.1,
Chapter 9, Article 12 of the Virginia Statutes, Subsidiary shall merge
with and into the Company, and the Company (or, with respect to the
period following the Merger, the "Surviving Company") shall assume all
of the Subsidiary's assets, liabilities, and obligations, and that
pursuant thereto the separate corporate existence of Subsidiary shall
cease, and the Surviving Company shall succeed to and assume all the
rights and obligations of Subsidiary;
RESOLVED FURTHER, that pursuant to Title 13.1 of the Code of
Virginia, the Agreement and Plan of Merger, attached hereto as Exhibit A
---------
is hereby adopted, ratified and approved with
such changes as any authorized officer of the Company shall approve to
effect the intent of these resolutions;
RESOLVED FURTHER, that upon the Merger becoming effective, each
outstanding share of Common Stock of Subsidiary owned of record by the
Company which shares represent all of the issued and outstanding capital
stock of Subsidiary, shall be cancelled;
RESOLVED FURTHER, that the Merger shall become effective upon
filing with the Secretaries of State of Virginia and Delaware;
RESOLVED FURTHER, that the officers of the Company, and each of
them acting alone are hereby authorized and directed to execute and
file, 1) a Certificate of Ownership and Merger, substantially in the
form reviewed by the Board and attached hereto as Exhibit B, with the
---------
Secretary of State of the State of Delaware, 2) Articles of Merger,
substantially in the form reviewed by the Board and attached hereto as
Exhibit C, with the Secretary of State of the State of Virginia, and 3)
---------
any further necessary documents with the appropriate authorities;
RESOLVED FURTHER, that the Surviving Company hereby agrees that it
may be served with process in the State of Virginia in any proceeding
for the enforcement of any obligation of Subsidiary, as well as for
enforcement of any obligation of the Surviving Company arising from the
Merger, and hereby irrevocably appoints the Secretary of State of
Virginia as its agent to accept service of process in any such suit or
other proceedings and agrees that the service of any such process may be
made by personally delivering to and leaving with such Secretary of
State of the State of Virginia duplicate copies of such process; and
hereby authorizes the Secretary of State of the State of Virginia to
send forthwith by registered or certified mail one of such duplicate
copies of such process addressed to it c/o National Data Corporation, 1
National Data Plaza, Atlanta, Georgia 30329-2010, unless said Surviving
Company shall hereafter designate in writing to such Secretary of State
of the State of Virginia a different address for such process, in which
case the duplicate copy of such process shall be mailed to the last
address so designated;
RESOLVED FURTHER, that any appropriate officer of the Company be,
and each of them hereby is, authorized and directed for and in name and
on behalf of the Company, to execute and deliver any and all
certificates, authorizations, documents and
other instruments or papers and to do any and all further things that
may be necessary or advisable to carry out intent of the foregoing
resolutions, all such action have heretofore been taken being hereby
ratified, confirmed and approved;
RESOLVED FURTHER, that these Resolutions may be executed in one or
more counterparts each of which shall be deemed an original instrument
and all of such counterparts shall constitute one document, and the
signature of any party to any counterpart shall be deemed a signature
to, and may be appended to, any other counterpart.
RESOLVED, that National Data Corporation merge, and it hereby does merge
into itself said Health Communication Services, Inc. and assumes all of its
obligations; and
FURTHER RESOLVED, that the merger shall be effective upon filing with
the Secretaries of State of Delaware and Virginia.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding,
this merger may be amended or terminated and abandoned by the Board of Directors
of National Data Corporation at any time prior to the time that this merger
filed with the Secretary of State becomes effective.
IN WITNESS WHEREOF, said National Data Corporation has caused this
Certificate to be signed by Kevin C. Shea, its Chief Financial Officer, this
26th day of May, 1999.
NATIONAL DATA CORPORATION
By: /s/ Kevin C. Shea
-------------------------
Kevin C. Shea
Chief Financial Officer
CERTIFICATE OF MERGER
OF
WALSH INTERNATIONAL DOMESTIC FINANCE LIMITED
INTO
NATIONAL DATA CORPORATION
The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
National Data Corporation Delaware
Walsh International Domestic Finance Limited Delaware
SECOND: That an agreement of merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is
National Data Corporation.
FOURTH: That the Restated Certificate of Incorporation of National Data
Corporation, a Delaware corporation, which will survive the merger, shall be the
Restated Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at an office of
the surviving corporation, the address of which is 1564 NE Expressway, Atlanta,
GA 30329.
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: That this Certificate of Merger shall be effective on its date
of filing.
Dated: 6/21/99
----------------------
NATIONAL DATA CORPORATION
By /s/ Kevin C. Shea
-----------------------------
Kevin C. Shea, CFO/Treasurer
CERTIFICATE OF AMENDMENT
OF
NATIONAL DATA CORPORATION
NATIONAL DATA CORPORATION (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware DOES HEREBY CERTIFY:
1.
The Board of Directors of the Corporation, at a meeting duly called and
held on July 21, 1999, unanimously adopted resolutions approving a proposed
amendment to the Certificate of Incorporation, declaring such amendment to be
advisable and directing that such amendment be considered at the Annual Meeting
of Stockholders of the Corporation to be held on October 28, 1999. Such
resolutions approved the deletion of Section 1.1 of Article Fourth of the
Certificate of Incorporation in its entirety and the substitution in lieu
thereof of a new Section 1.1 of Article Fourth which shall provide:
"1.1 The Corporation shall have the authority to be exercised
by its Board of Directors to issue 200,000,000 shares of Common Stock of the par
value of $.125 per share (the "Common Stock") and 1,000,000 shares of Preferred
Stock of the par value of $1.00 per share (the "Preferred Stock")."
2.
The foregoing amendment to the Certificate of Incorporation of the
Corporation was submitted to the stockholders of the Corporation for approval at
the Annual Meeting of Stockholders of the Corporation duly called and held on
October 28, 1999. Notice of
the Annual Meeting of Stockholders was duly given in accordance with Sections
222 and 242 of the General Corporation Law of the State of Delaware. The
foregoing amendment was duly adopted at the Annual Meeting of Stockholders held
on October 28, 1999 by the holders of a majority of the issued and outstanding
shares of Common Stock of the Corporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, National Data Corporation has caused this
Certificate of Amendment to be executed by its duly authorized officer, this
30th day of June, 2000.
NATIONAL DATA CORPORATION
By: /s/ Suellyn P. Tornay
---------------------------
Suellyn P. Tornay
Vice President - Legal