EXHIBIT 3.25
CERTIFICATE OF INCORPORATION
OF
MAXUM HEALTH MANAGEMENT CORP.
-----------------------
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirement of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and
the acts amendatory thereof and supplemental thereto, and known, identified,
and referred to as the "General Corporation Law of the State of Delaware"),
hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is:
MAXUM HEALTH MANAGEMENT CORP.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the state of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address
is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $.01. All such shares are of one class and are shares of Common
Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
Mark A. Solls
14850 Quorum Drive, Suite 400
Dallas, Texas 75240
SIXTH: The Corporation is to have perpetual existence.
I, the undersigned, for the purpose of forming a corporation under the
laws of the State of Delaware, do make and file and record this Certificate,
and do certify that the facts herein stated are true, and I have accordingly
hereunto set my hand this 24th day of February, 1993.
INCORPORATOR:
/s/ MARK A. SOLLS
-----------------
Mark A. Solls
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/21/1996
960182441 - 2327544
CERTIFICATE OF RESTORATION AND REVIVAL OF
CERTIFICATE OF INCORPORATION OF
MAXUM HEALTH MANAGEMENT CORP.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"corporation") is Maxum Health Management Corp.
2. The corporation was organized under the provisions of the
General Corporation Law of the State of Delaware. The date of filling of its
original certificate of incorporation with the Secretary of State of the State
of Delaware is March 1, 1993.
3. The address, including the street, city, and county, of the
registered office of the corporation in the State of Delaware and the name of
the registered agent at such address are as follows: Corporation Service
Company, 1013 Centre Road, Wilmington, Delaware 19805, County of New Castle.
4. The corporation hereby procures a restoration and revival of
its certificate of incorporation, which became inoperative by law on March 1,
1995 for failure to file annual reports and non-payment of taxes payable to
the State of Delaware.
5. The certificate of incorporation of the corporation, which
provides for and will continue to provide for, perpetual duration, shall, upon
the filing of this Certificate of Restoration and Revival of the Certificate
of Incorporation in the Department of State of the State of Delaware, be
restored and revived and shall become fully operative on February 28, 1995.
Signed on the 21st day of June, 1996.
MAXUM HEALTH MANAGEMENT CORP.
By: /s/ DON G. HICKS
---------------------------
Don G. Hicks
Assistant Secretary and Chief
Accounting Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 10/18/1996
960303535 - 2327544
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MAXUM HEALTH MANAGEMENT CORP.
MAXUM HEALTH MANAGEMENT CORP., a corporation organized and existing
under and by virtue of the General Corporation Law of the state of Delaware,
does hereby certify:
FIRST: The amendment to the Certificate of Incorporation of Maxum
Health Management Corp. set forth in the following resolution was duly
approved and adopted by the written consent of the sole director of Maxum
Health Management Corp. in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware; and
SECOND: The amendment to the Certificate of Incorporation of Maxum
Health Management Corp. was approved by the written consent of the sole
stockholder of Maxum Health Management Corp. in accordance with the provisions
of Section 228 of the General Corporation Law of the state of Delaware;
FIRST: The name of the corporation (hereinafter called the
"Corporation") is DIAGNOSTIC SOLUTIONS CORP."
THIRD: The amendment to the Certificate of Incorporation of Maxum
Health Management Corp. was duly adopted in accordance with the provisions of
Sections 242 and 228 of the General Corporation Law of the state of Delaware.
IN WITNESS WHEREOF, Maxum Health Management Corp. has caused this
Certificate to be signed by its duly authorized officer on this 17th day of
October, 1996.
MAXUM HEALTH MANAGEMENT CORP.
BY: /s/ E. LARRY ATKINS
---------------------------------
E. Larry Atkins, President and
Chief Executive Officer
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
DIAGNOSTIC SOLUTIONS CORP., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county
of New Castle.
The Board of Directors of DIAGNOSTIC SOLUTIONS CORP. adopted the
following resolution on the January 2, 1998.
Resolved, that the registered office of DIAGNOSTIC SOLUTIONS CORP. in
the state of Delaware be and it hereby is changed to Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at
the address of its registered office.
IN WITNESS WHEREOF, DIAGNOSTIC SOLUTIONS CORP. has caused this statement
to be signed by Brian G. Drazba, its S.V.P. of Finance & Controller this 16th
day of January, 1998
/s/ B. G. DRAZBA
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(DEL. - 264 - 6/15/94)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 01/21/1998
981024811 - 2327544