EXHIBIT 3.9
CERTIFICATE OF INCORPORATION
OF
OPTIMANAGMENT RESOURCES, INC.
To: The Secretary of State
State of New Jersey
THE UNDERSIGNED, of the age of 18 years or over, for the purposes of
forming a corporation pursuant to the provisions of Title 14A, Corporations,
General, of the New Jersey Statutes, does hereby execute the following
Certificate of Incorporation:
FIRST: The name of the Corporation is OPTIMANAGEMENT RESOURCES, INC.
SECOND: The purposes for which the Corporation is organized are:
To engage in any activity within the purposes for which
corporations may be organized under the New Jersey Business Corporation
Act.
THIRD: The aggregate number of shares which the Corporation shall have
authority to serve is 5,000, all of which are without par value.
FOURTH: The address of the Corporation's initial registered office is Suite
402, One University Plaza, Hackensack, New Jersey 07601 and the name of the
Corporation's initial registered agent at such address is Leonard Messinger,
Esq.
FIFTH: The number of directors constituting the initial board of directors
shall be two; and the names and addresses of such directors are:
Name Address
- ---- -------
James L. Mersfelder 118 Columbia Road
Morristown, New Jersey 07960
John R. Slapp 1209 Great Road
Princeton, New Jersey 08540
SIXTH: The name and address of the sole incorporator is Reid A. Rosen, 655
Madison Avenue, New York, New York 10021.
IN WITNESS WHEREOF, the undersigned, the sole incorporator of the
Corporation, has signed this Certificate of Incorporation this March 5, 1985.
/s/ Reid A. Rosen
----------------------------------------
Reid A. Rosen
CONSENT TO USE OF NAME
PURSUANT TO SECTION 14A:2-2(1)(B),
CORPORATIONS, GENERAL, OF THE NEW JERSEY STATUTES
OPTIMANAGEMENT RESOURCES, N.V., a Netherlands Antilles corporation, hereby
consents to the use of the name "Optimanagement Resources, Inc." by a
corporation to be formed under the laws of New Jersey. This Consent is annexed
to the Certificate of Incorporation of the Corporation to be formed.
OPTIMANAGEMENT RESOURCES, N.V.
By: /s/ James L. Mersfelder
------------------------------------
James L. Mersfelder, President
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
OPTIMANAGEMENT RESOURCES, INC.
Pursuant to the provisions of Section l4A:9-2(4) and Section 14A:9-4(3),
Corporations, General of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
FIRST: The name of the corporation is OptiManagement Resources, Inc.
SECOND: The following amendment to the Certificate of Incorporation was
approved by the directors and thereafter duly adopted by the shareholders of the
corporation on the 23rd day of August, 1990.
Resolved, that Article FIRST of the Certificate of Incorporation be
amended to read as follows:
"FIRST: The name of the corporation is OMR Systems Corporation".
THIRD: The number of shares outstanding at the time of the adoption of the
amendment was 4900. The total number of shares entitled to vote thereon was 100.
FOURTH: The number of shares voting for and against such amendment is as
follows:
Number of Shares Voting Number of Shares Voting
For Amendment Against Amendment
- ----------------------- -----------------------
-100- -0-
FIFTH: The effective date of this Amendment to the Certificate of
Incorporation shall be September 1, 1990.
Dated this 23rd day of August 1990.
OPTIMANAGEMENT RESOURCES, INC.
By: /s/ James L. Mersfelder
------------------------------------
James L. Mersfelder, President
CERTIFICATE AND PLAN OF MERGER
OF
OMR ACQUISITION CORPORATION
AND
OMR SYSTEMS CORPORATION
To The Secretary of State
State of New Jersey
Pursuant to the provisions of 14A:10-4.1 of the New Jersey Business Corporation
Act, it is hereby certified that:
FIRST: The names of the merging corporations are OMR ACQUISITION
CORPORATION, which is a business corporation of the State of New Jersey, and OMR
SYSTEMS CORPORATION, which is a business corporation of the State of New Jersey.
SECOND: The following is the Plan of Merger for merging OMR ACQUISITION
CORPORATION with and into OMR SYSTEMS CORPORATION as approved by the directors
and the shareholders entitled to vote of each of said merging corporations:
1. OMR ACQUISITION CORPORATION and OMR SYSTEMS CORPORATION shall,
pursuant to the provisions of the New Jersey Business Corporation Act, be
merged with and into a single corporation, to wit, OMR SYSTEMS CORPORATION,
which shall be the surviving corporation upon the effective date of the
merger and which is sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said surviving
corporation under the name OMR SYSTEMS CORPORATION pursuant to the
provisions of the New Jersey Business Corporations Act. The separate
existence of OMR ACQUISITION CORPORATION, which is sometimes hereinafter
referred to as the "terminating corporation", shall cease upon said
effective date in accordance with the provisions of said New Jersey
Business Corporation Act.
2. The by-laws of the terminating corporation upon the effective date
of the merger will be the by-laws of the surviving corporation and will
continue in full force and effect until changed, altered or amended as
therein provided and in the manner prescribed by the provisions of the New
Jersey Business Corporation Act.
3. The directors and officers in office of the terminating corporation
upon the effective date of the merger shall be the members of the first
Board of Directors and the first officers of the surviving corporation, all
of whom shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is
otherwise terminated in accordance with the by-laws of the terminating
corporation.
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4. (a) Each share of common stock of the surviving corporation
outstanding on the effective date of the merger shall, upon the effective
date of the merger and without any action on the part of the holder
thereof, be converted into the right to receive 29,035 fully paid, and
nonassessable shares of Common Stock of Automatic Data Processing, Inc.
(the indirect parent company of the terminating corporation), which shall,
upon receipt, be validly issued and outstanding, fully paid, and
nonassessable, and shall not be liable to any further call, nor shall the
holder thereof be liable for any further payments with respect thereto.
After the effective date of the merger, each holder of an outstanding
certificate which prior thereto represented shares of Common Stock of OMR
Systems Corporation shall be entitled, on surrender thereof to the transfer
and exchange agent of Automatic Data Processing, to receive in exchange
therefor a certificate or certificates representing the number of whole
shares of Common Stock of Automatic Data Processing, Inc. to be exchanged
for common stock of OMR Systems Corporation into which shares of Common
Stock of OMR Systems Corporation so surrendered shall be converted as
aforesaid. Until so surrendered, each such outstanding certificate (which
prior to the effective date of the merger represented shares of Common
Stock of OMR Systems Corporation) shall for all purposes evidence the
ownership of the Common Stock of Automatic Data Processing into which such
shares shall have been converted; provided, that dividends or other
distributions which are payable in respect of shares of Automatic Data
Processing, Inc. into which shares of OMR Systems Corporation shall have
been converted shall be set aside by ADP and shall not be paid to holders
of certificates representing such shares of Common Stock of OMR Systems
Corporation until such certificates shall have been surrendered in exchange
for certificates representing the Common Stock of Automatic Data
Processing, Inc. On such surrender, the holder(s) of such shares shall be
entitled to receive such dividends or other distributions without interest.
Automatic Data Processing, Inc. shall not issue any fractional interest in
shares to be exchanged for shares of Common Stock of OMR Systems
Corporation in connection with the aforesaid conversion, and the value of
fractional shares shall be paid in cash to the holders entitled thereto.
(b) All shares of Common Stock of Automatic Data Processing into
which shares of Common Stock of OMR Systems Corporation shall have been
converted pursuant to this Plan of Merger shall be issued in full
satisfaction of all rights pertaining to the shares of Common Stock of OMR
Systems Corporation, as applicable, and all shares of Common Stock of OMR
Systems Corporation shall be canceled.
(c) If any certificate for shares of Common Stock of Automatic
Data Processing, Inc. exchanged for shares of Common Stock of OMR Systems
Corporation is to be reissued in a name other than that in which the
certificate surrendered in exchange therefor is registered, it shall be a
condition of the issuance therefor that the certificate so surrendered
shall be properly endorsed and otherwise in proper form for transfer, that
the transfer be in compliance with applicable federal and state securities
laws.
(d) The issued and outstanding shares of Common Stock of OMR
Acquisition Corporation shall automatically be converted into 1000 shares
of the surviving Corporation's common stock, no par value.
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5. The Plan of Merger herein made and approved shall be submitted to
the shareholders of the terminating corporation and the surviving
corporation for their approval or rejection in the manner prescribed by the
provisions of the New Jersey Business Corporation Act.
6. In the event that the Plan of Merger shall have been approved by
the shareholders entitled to vote of the terminating corporation and the
surviving corporation in the manner prescribed by the provisions of the New
Jersey Business Corporation Act, the terminating corporation and the
surviving corporation hereby stipulate that they will cause to be executed
and filed and/or recorded any document or documents prescribed by the laws
of the State of New Jersey, and that they will cause to be performed all
necessary acts therein and elsewhere to effect the merger.
7. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and
to make, execute, deliver, file and/or record any and all instruments,
papers and documents which shall be or become necessary, proper, or
convenient to carry out or put into effect any of the provisions of this
Plan of Merger or of the merger herein provided for.
THIRD: The number of shares of OMR ACQUISITION CORPORATION which were
entitled to vote at the time of the approval of the Plan of Merger by its
shareholders is 1000, all of which are of one class.
All of the shareholders entitled to vote of the aforesaid
corporation approved the Plan of Merger pursuant to their written consents
without a meeting of shareholders; and the number of shares represented by such
consents is 1000. The date of said consents and approvals was May 26th, 1999.
FOURTH: The number of shares of OMR SYSTEMS CORPORATION which were entitled
to vote at the time of the approval of the Plan of Merger by its shareholders is
100, all of which are of one class.
All of the shareholders entitled to vote of the aforesaid
corporation approved the Plan of Merger pursuant to their written consents
without a meeting of shareholders; and the number of shares represented by such
consents is 100. The date of said consents and approvals was May 25th, 1999.
FIFTH: OMR SYSTEMS CORPORATION will continue its existence as the surviving
corporation under its present name pursuant to the provisions of the New Jersey
Business Corporation Act.
SIXTH: The merger herein provided for shall become effective on May 28,
1999.
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Executed on May 26th, 1999.
OMR ACQUISITION CORPORATION
By: /s/ James B. Benson
------------------------------------
James B. Benson, President
OMR SYSTEMS CORPORATION
By: /s/ James L. Mersfelder
------------------------------------
Name: James L. Mersfelder
Title: President
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