EXHIBIT 3.9
State of Delaware PAGE 1
Office of the Secretary
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT "SCHEIN PHARMACEUTICAL SERVICE COMPANY, INC." IS DULY INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL
CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORD
OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS.
THE FOLLOWING DOCUMENTS HAVE BEEN FILED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF OCTOBER,
A.D. 1994, AT 9 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESIAD CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO
DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO
DATE.
[SEAL OF THE STATE OF DELAWARE APPEARS HERE]
[SEAL OF SECRETARY'S /s/ Edward J. Freel
OFFICE APPEARS HERE] ------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8809303
DATE: 12-12-97
State of Delaware
Office of the Secretary of State PAGE 1
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "SCHEIN PHARMACEUTICAL SERVICE COMPANY", FILED IN THIS OFFICE
ON THE TWENTY-FOURTH DAY OF OCTOBER, A.D. 1994, AT 9 O'CLOCK A.M.
[SEAL OF THE STATE OF DELAWARE APPEARS HERE]
[SEAL OF SECRETARY'S /s/ Edward J. Freel
OFFICE APPEARS HERE] ------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8810052
DATE: 12-13-97
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/24/1994
944202078 - 2445912
CERTIFICATE OF INCORPORATION
OF
SCHEIN PHARMACEUTICAL SERVICE COMPANY
The undersigned incorporator, in order to form a corporation under the
General Corporation Law of Delaware, certifies as follows:
FIRST: The name of the corporation is
Schein Pharmaceutical Service Company
SECOND: The registered office of the corporation is to be located at 32
Loockerman Square, Suite L-100, in the City of Dover, County of Kent, State of
Delaware. The name of its registered agent at that 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 corporation shall have the authority to issue one hundred
(100) shares of common stock, with one cent ($0.01) par value.
FIFTH: The name and mailing address of the incorporator are as
follows:
Thomas Bubeck
Proskauer Rose Goetz & Mendelsohn
1585 Broadway
New York, NY 10036
SIXTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of (S)291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed fro this
corporation under the provisions of (s) 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
SEVENTH: To the fullest extent that elimination or limitation of the
liability of directors is permitted by law, as the same is now or may hereafter
be in effect, no director of the corporation shall be liable to the corporation
or its stockholders for monetary damages for breach of his or her fiduciary duty
as a director.
EIGHTH: The corporation shall, to the fullest extent permitted by law,
as the same is now or may hereafter be in effect, indemnify each person
(including heirs, executors, administrators and other personal representatives
of such person) against expenses including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by such person in
connection with any threatened, pending or completed suit, action or proceeding
(whether civil, criminal, administrative or investigative in nature or
otherwise) in which such person may be involved by reason of the fact that he or
she is or was a director or officer of the corporation or is or was serving any
other incorporated or unincorporated enterprise in such capacity at the request
of the corporation.
NINTH: Unless, and except to the extent that, the by-laws of the
corporation shall so require, the election of directors of the corporation need
not be by written ballot.
TENTH: The corporation hereby confers the power to adopt, amend or
repeal bylaws of the corporation upon the directors.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
October, 1994.
/s/ Thomas Bubeck
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Thomas Bubeck
Sole Incorporator