EXHIBIT 3.19
ARTICLES OF INCORPORATION
OF
CRESCENT CITY SURGICAL SUPPLIES, INC.
On this 28th day of August, 1979, the undersigned, a person of the full age
of majority, availing himself of the Business Corporation Law of the State of
Louisiana, does hereby organize a corporation subject to the following Articles
of Incorporation, to-wit.
ARTICLE I.
The name and title of this corporation shall be CRESCENT CITY SURGICAL
SUPPLIES, INC., and under and by said name, unless sooner dissolved in
accordance with law, it shall exist and continue and shall have and enjoy
corporate existence and succession in perpetuity or such maximum period as may
be authorized by the laws of Louisiana, during which time it shall have and
possess all the powers, rights, privileges, and immunities which corporations
are and may hereafter be authorized to have and possess under the Constitution
and laws of the State of Louisiana.
ARTICLE II.
The purpose of this corporation is to engage in any lawful activity for
which corporations may be formed under the Business Corporation Law of the State
of Louisiana.
ARTICLE III.
The aggregate number of shares which the corporation shall have the
authority to issue is One Hundred Thousand (100,000) shares of common stock;
said shares to be the only class of shares issued, and shall have no par value.
ARTICLE IV.
The name and post office address of the incorporator of this corporation is
Richard Cary Scofield, 4005 James Drive, Metairie, Louisiana 70003.
ARTICLE V.
Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled thereto
within eighteen (18) months after the dividend or redemption price became
payable or the shares became issuable, despite reasonable efforts by the
corporation to pay the dividend or redemption price or deliver the certificates
for the shares to such shareholders within such time, shall, at the expiration
of such time, revert in full ownership to the corporation, and the corporation's
obligation to pay such dividend or redemption price or issue such shares, as the
case may be, shall thereupon cease; provided that the Board of Directors may, at
any time, for any reason satisfactory to it, but need not, authorize (a) payment
of the amount of any cash or property dividend or redemption price or (b)
issuance of any shares, ownership of which has reverted to the corporation
pursuant to this provision, to the entity who or which would be entitled thereto
had such reversion not occurred.
ARTICLE VI.
Any director or shareholder absent from a meeting of the Board of Directors
or shareholders, may, upon written appointment of a representative, be
represented by any shareholder or other director, who may cast the vote of the
absent director or shareholder according to the written instructions, general or
special, of the absent director or shareholder, filed with the Secretary.
ARTICLE VII.
The corporation may confer upon holders of any bonds, debentures or other
obligations issued or to be issued by the corporation, whether secured or
unsecured, the power to vote with the shareholders for directors or on other
matter, but any such power to vote, and the extent to which, and the conditions
and the manner in which such power
-2-
to vote is to be exercised, may only be conferred with the authority or approval
of not less than seventy (70%) percent of the voting power present at any annual
or special meeting of the Shareholders the notice of which set forth the
proposed voting power to be conferred, its extent, and the conditions and manner
of exercise.
ARTICLE VIII.
Should the corporation reacquire any of its issued shares, by redemption or
purchase or any other means, then, unless otherwise required by law, such
reacquired shares shall be deemed treasury shares until such time as the Board
of Directors may, in its discretion, choose to cancel any or all such reacquired
shares. Shares which are canceled are thereby restored to the status of
authorized but unissued shares.
ARTICLE IX.
Shareholders shall have preemptive rights. In the event any shareholder
does not exercise his preemptive right, the shares in respect of which such
rights are not exercised shall then be offered pro rata to the remaining
shareholders who shall have preemptive rights to such shares, ad infinitum,
before any such shares may be offered to outside purchasers.
ARTICLE X.
No shareholder shall transfer (the word transfer meaning, for purposes of
this Article, any donation, sale, conveyance, assignment, alienation,
encumbrance or other transfer) his shares without first giving written notice to
the corporation, at its registered address, and to one of the registered, agents
of the corporation, of the nature and precise terms of the proposed transfer, at
least fifteen (15) days prior to the proposed date of closing such proposed
transfer. Upon receipt of such notice the corporation shall transmit same to
all other holders of the same class of shares proposed to be transferred, one or
more of whom (if more than one, in such proportions as they may agree or if no
-3-
agreement can be reached then according to their percentage ownership of shares
relative to each other) shall for a period of fifteen (15) days after such
notice is received by the corporation be entitled: (i) to purchase all (but not
less thin all) of the shares at their fair market value, if the proposed
transfer is a bona fide sale the consideration for which is not readily and
accurately convertible into a cash equivalent, or is a bona fide donation,
except that no such right of purchase shall exist and this Article X shall not
apply to any donation to the spouse or descendants of a-shareholder; (ii) to
substitute himself or themselves for the proposed transferee on the same terms
and with the same collateral as set forth in the notice of transfer, if the
proposed transfer is an encumbrance; (iii) to purchase all (but all) of the
shares for the consideration stated in the notice of transfer, if the proposed
transfer is a bona fide sale for cash or for a consideration readily and
accurately convertible into a cash equivalent; and (iv) to purchase all (but not
less than all) of said shares at the lesser of their book market value, if the
proposed transfer is proposed in bad faith for the purpose of avoiding the
provisions of this Article or is any transfer other than those described in (i),
(ii), and (iii) above. The shareholder proposing to transfer his shares shall
be free to consummate the proposed transfer if the other shareholders do not
exercise the rights granted by this Article ,within the time permitted for such
exercise. If such rights are exercised, then the transaction between the
transferring shareholder and the other
-4-
shareholders shall be consummated on the date on which the proposed transfer
would have been consummated, in default of which by the other shareholders for
any reason other than a bona fide dispute as to the terms of such transaction
between them and the transferring shareholder, the transferring shareholder
shall be free to consummate the proposed transfer.
The rights granted by this Article may be waived at any time in writing, by
those shareholders to whom they are granted. Reference shall be made to the
provisions of this Article X on each share of stock issued by the corporation.
ARTICLE XI.
The corporation shall have the authority expressed in Section 56 of the
Business Corporation Law (La. R.S. 12:56), but only upon the approval of seventy
(70%) percent of the total voting power of the shareholders.
ARTICLE XII.
Agreements of merger and/or consolidation must be approved by seventy (70%)
percent of the total voting power of the corporation.
ARTICLE XIII.
Whenever by any provision of law, these Articles of Incorporation or the
By-Laws of this corporation the affirmative vote by Shareholders or directors is
required to authorize, approve, initiate, or in any way constitute corporate
action, the consent in writing to such corporate action signed by shareholders
or directors holding that proportion of the total voting power on the question
which is required by the Articles, By-Laws or provision of law, whichever
requirement is higher, shall be sufficient for the purpose, without necessity
for a meeting of the Shareholders or Directors.
-5-
ARTICLE XIV.
These Articles of Incorporation way be amended only by the affirmative
vote, in favor of any amendment, of seventy (70%) percent of the total voting
power of the corporation.
IN WITNESS WHEREOF, these Articles of incorporation are executed by the
undersigned incorporator in triplicate, at New Orleans, Louisiana, on the date
first above written.
/s/ Richard Cary Scofield
-------------------------------------
RICHARD CARY SCOFIELD, Incorporator
-6-
A C K N O W L E D G M E N T
---------------------------
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and appeared:
RICHARD CARY SCOFIELD.
who, being by me duly sworn, did depose and state that:
He is a person of-the full age of majority and he executed the foregoing
Articles of Incorporation of Crescent City Surgical Supplies, Inc., for the
purpose therein expressed and as his free act and deed.
/s/ Richard Cary Scofield
--------------------------------------
RICHARD CARY SCOFIELD, Incorporator
SWORN TO AND SUBSCRIBED
BEFORE ME, NOTARY, THIS
28th DAY OF August, 1979.
_____________________________
Notary Public
-7-
(R.S. 1950, 12:101)
STATE OF LOUISIANA
PARISH OF JEFFERSON
TO: The Secretary of State
Baton Rouge, Louisiana
Complying with R.S. 1950, 12:101, CRESCENT CITY SURGICAL SUPPLIES, INC.
Hereby makes its initial report as follows:
Location & Post Office address at:
2917 Lime Street, Metairie, Louisiana 70001
Name & Post Office address of each of its Registered Agents:
Michael C. McCrossen, 8012 Borocco Street, Harahan, LA 70023
Gerald J. Jeandran, 8308 Prince Drive, Chalmette, LA
Names & Addresses of the First Directors (if selected when articles are filed)
Richard Cary Scofield, 4005 James Drive, Metairie, LA 70003
Raphael W. Roy, Jr., 9717 Paula Drive, River Ridge, LA 70123
Michael Clayton McCrossen, 8012 Borocco Street, Harahan, LA 70023
David Loyd Davidson, 3741 Fran Street, Metairie, LA 70001
Gerald J. Jeandron, 8308 Prince Drive, Chalmette, LA 70043
Dated at Metairie, Louisiana, on the 27th day of August, 1979.
/s/ Richard Cary Scofield
-------------------------------------
RICHARD CARY SCOFIELD, Incorporator
AMENDMENT TO ARTICLES OF INCORPORATION
OF
CRESCENT CITY SURGICAL SUPPLIES, INC.
On May 21, 1982, the shareholders of CRESCENT CITY SURGICAL SUPPLIES
Louisiana corporation, at a special meeting at which over seventy (70%) of the
outstanding shares of common stock entitled to vote were represented, by a vote
of 100,000 shares for and 0 shares against, amended its Articles of
Incorporation as follows:
Article X of the original Articles of Incorporation of CRESCENT CITY
SURGICAL SUPPLIES, INC. is hereby deleted.
These Articles of Amendment are dated March 1, 1983.
/s/ Michael C. McCrossen
---------------------------------------
MICHAEL C. McCROSSEN, President
/s/ David L. Davidson
---------------------------------------
DAVID L. DAVIDSON, Secretary/Treasurer
SWORN TO AND SUBSCRIBED
BEFORE ME THIS
17th DAY OF JUNE, 1983
/s/ Vallerie Dyner
- ---------------------------------------
NOTARY PUBLIC
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
CRESCENT CITY SURGICAL SUPPLIES, INC.
On March 29, 1984, the holders of all of the outstanding voting shares of
Crescent City Surgical Supplies, Inc., a Louisiana corporation, unanimously
consented to:
1 - The amendment of Article III of its Articles of Incorporation to
read: "The corporation has authority to issue one million (1,000,000)
shares of no-par value common stock";
2 - The amendment of Article VII of its Articles of Incorporation to
read: "Any corporate action of shareholders, including specifically,
but not by way of limitation, adoption of amendments to the articles
and approval thereof by class vote, approval of merger and
consolidation agreements, and authorization of voluntary disposition
of all or substantially all of the corporate assets, may be taken on
affirmative vote of (a) a majority of the voting power present, or (b)
in the case of a class vote, the holders of a majority of the shares
of each class or series present or represented at the meeting";
3 - The amendment of Article VIII of its Articles of Incorporation to
read: "Consents in writing to corporate action may be signed by
shareholders having that proportion of the total voting power which
would be required to authorize or constitute such action at a meeting
of shareholders"; and
4 - The deletion, in their entirety, of Articles IX, XI, XII, XIII and
XIV of its Articles of Incorporation.
Metairie, Louisiana, March 29, 1984.
CRESCENT CITY SURGICAL SUPPLIES, INC.
By: /s/ Michael C. McCrossen
----------------------------------
Michael C. McCrossen
President
By: /s/ Raphael W. Roy, Jr.
----------------------------------
Raphael W. Roy, Jr.
Secretary-Treasurer
-2-
STATE OF LOUISIANA:
PARISH OF JEFFERSON:
On March 29, 1984, before me and the undersigned witnesses personally
appeared Michael C. McCrossen, to me personally known, who being by me first
duly sworn, did say he is the president of Crescent City Surgical Supplies, and
that the foregoing instrument was signed by him in behalf of said corporation,
and he further acknowledged said instrument to be the free act and deed of said
corporation.
WITNESSES:
/s/ Judy N. Melancon
- --------------------
/s/ Christina G. Aimes /s/ Michael C. McCrossen
- ---------------------- ------------------------
Michael C. McCrossen
________________________
Notary Public
CERTIFICATE OF MERGER
---------------------
The undersigned, being the duly elected and qualified President and
Secretary of Crescent City Surgical Supplies, Inc., a Louisiana corporation,
hereby certify that in order to merge Standard Surgical Supply, Inc., a
Louisiana corporation and a owned subsidiary of Crescent City Surgical Supplies,
Inc., Crescent City Surgical Supplies, Inc., the Board of Directors of Crescent
City Surgical Supplies, Inc. adopted the following resolutions at a meeting duly
held on January 2, 1986.
RESOLVED, that Standard Surgical Supply, Inc., a wholly owned subsidiary of
this corporation, be and is hereby merged into this corporation, and that
is corporation, as the surviving corporation, assume all of the obligations
of the said Standard Surgical Supply, Inc. as of said date.
RESOLVED FURTHER, that Walter L. Brown, Jr., President and Jack D. Dienes,
Secretary, of this corporation, be and they are hereby authorized and
directed, for and on behalf of this corporation and in its name, to execute
and file a certificate of Merger with the Secretary of State of Louisiana,
the Recorder of Mortgages for the Parish of Orleans, State of Louisiana and
the Clerk of Court, and Officio Recorder of Mortgages for the Parish of
Jefferson, State of Louisiana, in accordance with the provisions of La.
R.S. 12:112(H), and to execute any and all other documents and to do every
other act or thing which they, in their uncontrolled discretion, may deem
necessary or proper to effectuate said merger.
The undersigned further certify that said resolutions have never been
rescinded nor modified.
Witness our signatures this 2nd day of January, 1986.
/s/ Walter L. Brown, Jr.
-----------------------------------
Walter L. Brown, Jr., President
/s/ Jack D. Dienes
-----------------------------------
Jack D. Dienes, Secretary
STATE OF LOUISIANA
PARISH OF ORLEANS
On this 2nd day of January, 1986, before me appeared Walter own, Jr. and
Jack D. Dienes, to me personally known, who, duly sworn did say that they are
the President and Secretary, respectively, of crescent City Surgical Supplies,
that they executed the above and foregoing Certificate of Merger, that the
instrument was signed in behalf of the corporation by authority of its Board of
Directors, and that Walter L. Brown, Jr. and Jack D. Dienes acknowledged the
instrument to be the free act and deed of the corporation.
/s/ Christopher J. Dicharry
---------------------------
NOTARY PUBLIC
AMENDMENT TO THE ARTICLES OF
INCORPORATION OF CRESCENT
CITY SURGICAL SUPPLIES, INC.
---------------------------
KNOW ALL MEN BY THESE PRESENTS that the holders and owners of all of the
outstanding shares of the capital stock of Crescent City Surgical Supplies,
Inc., a Louisiana corporation, a special meeting of the shareholders held on
January 2, 1986, have amended Articles I and III of the Articles of corporation
of the said Crescent City Surgical Supplies, c., to read in their entirety as
follows, to-wit:
"ARTICLE I.
"The name of this corporation is:
Standard/Crescent City Surgical Supplies, Inc.,"
"ARTICLE III.
"The corporation has authority to issue an aggregate of 200,000 shares of
no par value common stock, 100,000 shares of which shall be designated as
Class A common stock and the remaining 100,000 shares of which shall be
designated as Class B common stock.
"The shares of Class A common stock and :h., shares of Class B common stock
shall be identical in all respects except that the Class A common stock
shall have voting power, at all elections and general and special meetings
of the shareholders, of one vote for each share and the Class B common
stock shall have no voting power whatsoever except as otherwise provided by
statute.
"Each share of the no par value capital stock of this corporation now
issued and outstanding shall be equal to and is hereby changed into one-
twentieth fully paid nonassessable share of the Class A common stock of
this corporation authorized to be issued under the Articles of
Incorporation as hereby amended and restated. Certificates of Class A
common stock shall be issued in place of and upon the surrender of
certificates for shares of the no par value common stock of this
corporation now issued and outstanding on the aforesaid basis; provided,
however, that as of the date of this amendment the holders of the shares of
the issued and outstanding no par value capital stock of this corporation
shall cease to be holders of such shares and shall be holders of Class A
common stock, whether or not certificates representing said Class A common
stock shall have been issued and delivered."
IN WITNESS WHEREOF the undersigned have executed and dated this Amendment
of the Articles of Incorporation of Crescent City Surgical Supplies, Inc. on
behalf of said corporation this 2nd day of January, 1986.
CRESCENT CITY SURGICAL SUPPLIES, INC.
By: /s/ Walter L. Brown, Jr.
---------------------------------
Walter L. Brown, Jr., President
/s/ Jack D. Dienes
---------------------------------
Jack D. Dienes, Secretary
STATE OF LOUISIANA
PARISH OF ORLEANS
On this 2nd day of January, 1986, before me appeared WALTER L. BROWN, JR.
and JACK D. DIENES, to me personally known, who, being by me duly sworn did say
that they are the President and Secretary, respectively, of Crescent City
Surgical Supplies, Inc., that they executed the above and going Amendment of the
Articles of Incorporation of Crescent City Surgical Supplies, Inc., and that the
instrument signed in behalf of said corporation by authority of its
shareholders, and that the said Walter L. Brown, Jr. and Jack Dienes,
acknowledged the instrument to be the free act and deed of the said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and official seal of office
this day of January, 1986.
/s/ Christopher J. Dicharry
---------------------------
NOTARY PUBLIC
-2-
NOTICE OF NEW ADDRESS OF REGISTERED AGENT
FOR SERVICE OF PROCESS
TO: The Secretary of State for the State of Louisiana
Notice is hereby given pursuant to La. R.S. Title 12:104, Title 12:236 and
Title 12:308, of the new address of C T Corporation System's Office in the State
of Louisiana where process may be served for the corporations represented by C T
Corporation System, as shown on the records of the Secretary of State, and under
Title 9:3424 for foreign partnerships.
The Agent for Service of Process, C T Corporation System, was formerly
located at 601 Poydras Street, New Orleans, Louisiana 70130.
The new address for the subject Agent for Service of Process, C T
Corporation System is 8550 United Plaza Boulevard, Baton Rouge, Louisiana 70809.
Notice is also given pursuant to La. R.S. Title 12:104, Title 12:236 and
Title 12:308, that the registered office of each corporation shown on the
records of the Secretary of State; and under Title 9:3424 for foreign
partnerships, to be represented by C T Corporation System and designating 601
Poydras Street, New Orleans, Louisiana 70130, is changed to 8550 United Plaza
Boulevard, Baton Rouge, Louisiana 70809.
All such corporations and foreign partnerships may now be served at the new
address of the Agent for Service of Process as set forth above, as of February
1, 1993.
I Kenneth J. Uva, Vice President of the aforesaid corporation, hereby
declare the contents of this Notice true to the best of my knowledge and belief,
as of this 19th day of January, 1993.
C T CORPORATION SYSTEM
By: /s/ Kenneth J. Uva
------------------
Kenneth J. Uva
This form prepared and furnished by: Fee for Filing $20.00
Secretary of State
NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT BY LOUISIANA CORPORATIONS
(R.S. 12:104 - R.S. 12:236)
Name of Corporation: STANDARD/CRESCENT CITY SURGICAL SUPPLIES, INC.
Registered Office: 601 Poydras Street
New Orleans, Louisiana 70130
Name and Address of Registered Agent(s):
C T CORPORATION SYSTEM
601 Poydras Street
New Orleans, Louisiana 70130
If the registered agent is changed, the new agent(s) must sign below before a
notary public as required by Act 769 of 1987.
I hereby accept the appointment of registered agent.
New registered agent(s):
C T CORPORATION SYSTEM
/s/ Peter F. Souza
- ------------------
Peter F. Souza
Special Assistant Secretary Sworn to and subscribed before me
this 16th day of March, 1992
__________________________________
___________________________
__________________________________ Notary Public
Date: ____________________________ /s/ Patrick Kelly
-----------------
To be signed by President,
Vice-President, or Secretary
Patrick Kelly, President