EXHIBIT 3.3
RESTATED ARTICLES OF INCORPORATION
OF
DIAGNOSTIC IMAGING, INC.
Pursuant to Section 607.1007 of the Florida Business Corporation Act,
Diagnostic Imaging, Inc. (the "Corporation") hereby restates its Articles of
Incorporation, as follows:
ARTICLE I - NAME
The name of this Corporation is DIAGNOSTIC IMAGING, INC.
ARTICLE II - PRINCIPAL OFFICE
The principal place of business and mailing address of the Corporation
shall be 4345 Southpoint Boulevard, Jacksonville, Florida 32216.
ARTICLE III - PURPOSE
The Corporation is organized for the purpose of transacting any and all
lawful business.
ARTICLE IV - CAPITAL STOCK
The total number of shares of capital stock that the Corporation shall
have authority to issue is 1,000 shares, par value $.01 per share, of Common
Stock.
ARTICLE V - DIRECTOR LIABILITY
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for any breach of fiduciary
duty as a director except as expressly provided by the applicable provisions of
the Florida Business Corporation Act. No amendment to or repeal of this Article
V shall have the effect of creating or increasing liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal.
ARTICLE VI - INDEMNIFICATION
A. RIGHT TO INDEMNIFICATION. The Corporation shall indemnify each
officer and director of the Corporation, and may indemnify any other person, to
the maximum extent permitted by Section 607.0850 of the Florida Business
Corporation Act, or any successor provision, and other applicable laws.
B. NON-EXCLUSIVITY OF RIGHTS. The rights conferred by this Article VI
shall not be exclusive of any other right (including, without limitation, any
right relating to indemnification or advancement of expenses) that any director,
officer, representative, employee or other agent
may have or hereafter acquire under the Florida Business Corporation Act, any
other statute or any agreement, or pursuant to a vote of shareholders or
directors, or otherwise.
C. EFFECT OF REPEAL OR MODIFICATION. No repeal or modification of this
Article VI shall limit the rights of an officer or director to indemnification
with respect to any action or omission occurring prior to such repeal or
modification.
ARTICLE VII - AFFILIATED TRANSACTIONS
Pursuant to Section 607.0901(5)(a) of the Florida Business Corporation
Act, the Corporation elects not to be governed by the provisions of Section
607.0901 of the Florida Business Corporation Act and any successor provision.
ARTICLE VIII - CONTROL SHARE ACQUISITION
Pursuant to Section 607.0902(5)(a) of the Florida Business Corporation
Act, the Corporation elects not to be governed by the provisions of Section
607.0902 of the Florida Business Corporation Act and any successor provision.
ARTICLE IX - AMENDMENTS
The Corporation reserves the right to alter, amend or rescind any
provision contained in these Articles of Incorporation.
ARTICLE X - REGISTERED AGENT AND ADDRESS
The name and address of the Corporation's registered agent are as follows:
Frederick E. Dell
Physician Sales & Service, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
IN WITNESS WHEREOF, Diagnostic Imaging, Inc. has caused these Restated
Articles of Incorporation to be signed in its name by its duly authorized
officer this 7th day of July, 1997.
DIAGNOSTIC IMAGING, INC.
By:/s/ Frederick E. Dell
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Frederick E. Dell
President
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CERTIFICATE OF APPROVAL OF THE
RESTATED ARTICLES OF INCORPORATION OF
DIAGNOSTIC IMAGING, INC.
Pursuant to Section 607.1007 of the Florida Business Corporation Act, the
undersigned hereby certifies that certain amendments to the Articles of
Incorporation of Diagnostic Imaging, Inc. (the "Corporation"), which are set
forth in the Restated Articles of Incorporation of the Corporation attached
hereto as Exhibit A, required shareholder approval. Furthermore, the
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undersigned certifies that a sufficient number of votes were cast by the
shareholders to approve all amendments requiring shareholder approval. Such
amendments were approved by the shareholders on July 7, 1997.
IN WITNESS WHEREOF, Diagnostic Imaging, Inc. has caused this Certificate to
be signed in its name by its duly authorized officer this 7th day of July, 1997.
DIAGNOSTIC IMAGING, INC.
By: /s/ Frederick E. Dell
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Frederick E. Dell
President
CERTIFICATE OF ACCEPTANCE
AS THE REGISTERED AGENT OF
DIAGNOSTIC IMAGING, INC.
Pursuant to section 607.0501(3) of the Florida Business Corporation Act,
the undersigned hereby accepts the appointment as the registered agent for
Diagnostic Imaging, Inc. (the "Corporation") set forth in the Corporation's
Restated Articles of Incorporation attached hereto as Exhibit A. Furthermore,
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the undersigned understands and accepts the obligations and responsibilities
associated with serving as the registered agent for the Corporation.
IN WITNESS WHEREOF, the undersigned executes this Certificate this 7th day
of July, 1997.
/s/ Frederick E. Dell
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Frederick E. Dell