EXHIBIT 3.7
[STAMP]
CERTIFICATE OF INCORPORATION
OF
MDI ACQUISITION COMPANY
1. The name of the corporation is MDI Acquisition Company.
2. The address of its registered office in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000), all of which shall have the par
value of $.001 per share.
5. The name and mailing address of the sole incorporator is:
M.A. Spencer
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The board of directors is authorized to make, alter or repeal the by-laws of
the corporation. Election of directors need not be by written ballot.
7. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
8. The corporation shall indemnify its officers, directors, employees and agents
to the extent permitted by the General Corporation Law of Delaware.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 27th day of March, 1998.
/s/ M.A. SPENCER
-------------------------
Sole Incorporator
M.A. Spencer
[STAMP]
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
MDI ACQUISITION COMPANY
I the undersigned, being the sole director of MDI Acquisition Company, a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, do hereby certify:
FIRST: That Article One of the Certificate of Incorporation of the
Corporation be and it hereby is amended to read as follows:
"SMSI Acquisition Company is the name of the Corporation."
SECOND: That the Corporation has not received any payment for any of its
stock.
THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, MDI Acquisition Company has caused this Certificate to
be signed by E. Larry Atkins, its sole director, on March 31, 1998.
/s/ E. LARRY ATKINS
---------------------------------
E. Larry Atkins
CERTIFICATE OF MERGER
MERGING
SIGNAL MEDICAL SERVICES, INC.
INTO
SMSI ACQUISITION COMPANY
PURSUANT TO SECTION 251 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
SMSI ACQUISITION COMPANY, a corporation organized and existing under the
laws of the State of Delaware, does hereby certify:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:
<Table>
<Caption>
State of
Name Incorporation
---- -------------
Signal Medical Services, Inc. Delaware
SMSI Acquisition Company Delaware
</Table>
SECOND: That an Agreement and Plan of Merger (the "Merger Agreement") 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 the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is SMSI
Acquisition Company, a Delaware corporation.
FOURTH: That the Certificate of Incorporation of SMSI Acquisition Company, a
Delaware corporation which is surviving the merger, shall be the
Certificate of Incorporation of the surviving corporation, and shall
remain the same in all respects, except that ARTICLE FIRST of the
Certificate of Incorporation of SMSI Acquisition Company is hereby
amended and restated in its entirety to read as follows:
The name of the corporation is Signal Medical Services, Inc.
[STAMP]
FIFTH: That the executed Merger Agreement is on file at the principal place
of business of the surviving corporation. The address of said
principal place of business is 4400 MacArthur Blvd., Suite 800,
Newport Beach, California 92660.
SIXTH: That a copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: That the effective time of the merger is 11:59 p.m., Eastern Standard
Time, on the date this Certificate of Merger is filed.
IN WITNESS WHEREOF, SMSI Acquisition Company has caused this Certificate to
be signed by its President and CEO this 18th day of May, 1998.
SMSI ACQUISITION COMPANY
By: /s/ E. LARRY ATKINS
-------------------------------
Name: E. Larry Atkins
Title: President and CEO