Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
JWC/HALIFAX HOLDINGS CORP.
The undersigned, an officer of JWC/Halifax Holdings Corp. (the
"Corporation"), in order to amend the Certificate of Incorporation, hereby
certifies as follows:
FIRST: The name of the Corporation is JWC/Halifax Holdings Corp.
SECOND: The Certificate of Incorporation is hereby amended by striking
out Paragraph 1 thereof and by substituting in lieu of said
Paragraph 1 the following new paragraph:
"1. Name. The name of the corporation is InSight
Health Services Holdings Corp. (the "Corporation")."
The Certificate of Incorporation is hereby further amended by
inserting Paragraph 11 which shall read as follows:
"11. Director Voting. Except as otherwise
provided in the By-Laws of the Corporation, each member of
the Board of Directors shall have one vote on each matter
brought to a vote before the Board of Directors."
THIRD: The amendments of the Certificate of Incorporation set forth
herein have been duly adopted by the Board of Directors
pursuant to Section 141(f) of the General Corporation Law of
the State of Delaware (the "DGCL") and written consent of the
stockholders has been given in accordance with the provisions
of Sections 228 and 242 of the DGCL.
Dated: June 29, 2001 /s/ Mark J. Tricolli
----------------------
Name: Mark J. Tricolli
Title: Vice President &
Secretary
CERTIFICATE OF INCORPORATION
OF
JWC/HALIFAX HOLDINGS CORP.
1. Name. The name of the corporation is JWC/Halifax Holdings
Corp. (the "Corporation").
2. Registered Office. The address of the Corporation's registered
office in Delaware is 15 East North Street, Dover (Kent County), Delaware 19901.
United Corporate Services, Inc. is the Corporation's registered agent at that
address.
3. Purpose. The purpose of the Corporation is to engage in any
lawful business, act or activity for which corporations may be organized under
the Delaware General Corporation Law.
4. Capitalization. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 11,000,000 shares,
consisting of:
(i) 1,000,000 shares of Preferred Stock, $0.001 par value
(the "Preferred Stock"), and
(ii) 10,000,000 shares of Common Stock, $0.001 par value
(the "Common Stock").
5. Preferred Stock. The designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions of the Preferred
Stock are as follows:
(i) The Preferred Stock may be issued from time to time
in one or more series, with such distinctive serial
designations as shall be stated and expressed in the
resolution or resolutions providing for the issue of such
shares from time to time adopted by the Board of Directors;
and in such resolution or resolutions providing for the issue
of shares of each particular series, the Board of Directors is
expressly authorized to fix, without limitation: the annual
rate or rates of dividends for the particular series; the
dividend payment dates for the particular series and the date
from which dividends on all shares of such series issued prior
to the record date for the first dividend payment date shall
be cumulative; the redemption price or prices for the
particular series; the voting powers for the particular
series; the rights to which the holders of the shares of such
series shall be entitled on the voluntary or involuntary
liquidation, dissolution or winding up of, or upon any
distribution of the assets of, the Corporation, which rights
may be different in the case of a voluntary
liquidation, dissolution or winding up than in the case of
such an involuntary event; the rights, if any, of holders of
the shares of the particular series to convert the same into
shares of any other series or class or other securities of the
Corporation, with any provisions for the subsequent adjustment
of such conversion rights; and to classify or reclassify any
unissued preferred shares by fixing or altering from time to
time any of the foregoing powers, preferences and rights and
qualifications, limitations or restrictions.
(ii) All the Preferred Stock of any one series shall be
identical with each other in all respects, except that shares
of any one series issued at different times may differ as to
the dates from which dividends thereon shall be cumulative;
and all shares of Preferred Stock shall be of equal rank,
regardless of series, and shall be identical in all respects
except as to the particulars fixed by the Board of Directors
as hereinabove provided or as fixed herein.
6. Common Stock. The powers, rights and other matters relating to
the Common Stock are as follows:
(i) Subject to the limitations set forth in this Section
6, dividends may be paid on the Common Stock out of any funds
legally available for that purpose, when, as and if declared
by the Board of Directors.
(ii) In the event of any liquidation, dissolution or
winding up of the Corporation, after there shall have been
paid to or set aside for the holders of outstanding shares
having superior liquidation preferences to Common Stock the
full preferential amounts to which they are respectively
entitled, the holders of outstanding shares of Common Stock
shall be entitled to receive pro rata, according to the number
of shares held by them, the remaining assets of the
Corporation legally available for distribution to the
stockholders.
(iii) At every meeting of the stockholders every holder of
Common Stock shall be entitled to one (1) vote in person or by
proxy for each share of Common Stock standing in his name on
the stock transfer records of the Corporation provided that,
if at any time there is outstanding more than one class of
stock, the Corporation may not effect or consummate (1) any
merger or consolidation of the Corporation with or into any
other entity; (2) any sale, lease, exchange or other
disposition of all or substantially all of the assets of the
Corporation to or with any other person; or (3) any
dissolution of the Corporation, unless such transaction is
authorized by the holders of the Common Stock voting
separately as a class (provided that the foregoing shall not
apply to any merger or other transaction described above if
the other party to the merger or other transaction is a
Subsidiary of the Corporation. For purposes hereof, a
"Subsidiary" is any person more than 50% of the voting
securities
2/3
of which are owned directly or indirectly by the Corporation;
and a "person" is any individual, partnership, corporation or
entity.)
7. Conduct of Business. The following provisions relate to the
management of the business and the conduct of the affairs of the Corporation and
are not inserted for the purpose of creating, defining, limiting and regulating
the powers of the Corporation and its directors and stockholders:
(i) By-Laws. The election of officers may be conducted in
any manner the By-Laws provide, and need not be by written
ballot.
(ii) Amendment of By-Laws. The Board of Directors shall
have the power to make, alter, amend or repeal the By-Laws of
the Corporation, except to the extent that the By-Laws
otherwise provide.
8. Indemnification. The Corporation shall indemnify to the full
extent authorized by law any person made or threatened to be made a party to an
action or proceeding whether criminal, civil, administrative or investigative,
by reason of the fact that he, his testator or intestate is or was a director or
officer of the Corporation or serves or served any other enterprise as a
director or officer at the request of the Corporation or any predecessor of the
Corporation. No director of the Corporation shall be 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 an improper personal
benefit.
9. Section 203. The corporation elects not to be governed by
Section 203 of the Delaware General Corporation Law.
10. Incorporator. The name and address of the sole incorporator is
Jon E. Flaute, c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022.
June 13, 2001
/s/ Jon E. Flaute
---------------------------
Jon E. Flaute
Sole Incorporator
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