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EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
HEALTHCO PROFESSIONAL SERVICES CORPORATION
It is hereby certified that:
1. (a) The present name of the corporation (hereinafter called the
"corporation") is Healthco Professional Services Corporation.
(b) The name under which the corporation was originally incorporated is
Healthco Professional Leasing Corporation, and the date of filing the original
Certificate of Incorporation of the corporation with the Secretary of State of
the State of Delaware is January 20, 1975.
2. The Certificate of Incorporation of the corporation is hereby
amended by striking out Articles 1, 2, 4 and 9 thereof and by substituting in
lieu thereof the new Articles 1, 2, 4 and 8 which are set forth in the Restated
Certificate of Incorporation hereinafter provided for.
3. The provisions of the Certificate of Incorporation of the
corporation as heretofore amended and/or supplemented, and as herein amended,
are hereby restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled Restated Certificate of
Incorporation of HPSC, Inc., without any further amendments other than the
amendments herein certified and without any discrepancy between the provisions
of the Certificate of Incorporation as heretofore amended and supplemented and
the provisions of the said single instrument hereinafter set forth.
4. The amendments and the restatement of the Certificate of
Incorporation herein certified have been duly adopted by the sole stockholder of
the corporation in accordance with the provisions of Section 242 and of Section
245 of the General Corporation Law of the State of Delaware.
5. The Certificate of Incorporation of the corporation, as amended and
restated herein, shall, upon the effective date of this Restated Certificate of
Incorporation, read as follows:
"Restated Certificate of Incorporation
of
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HPSC, Inc.
1. The name of the corporation is HPSC, Inc.
2. The respective names of the County and of the City within the County
in which the registered office of the corporation is to be located in the State
of Delaware are the County of Kent and the City of Dover. The name of the
registered agent of the corporation is The Prentice-Hall Corporation System,
Inc. The street and number of said registered office and the address by street
and number of said registered agent is 229 South State Street, Dover, Delaware.
3. The purposes for which this corporation is organized are:
(a) To manufacture, purchase or otherwise acquire,
invest in, own, mortgage, pledge, lease, sell,
assign and transfer or otherwise dispose of, trade,
deal in and deal with goods, wares and merchandise
and personal property of every class and
description; and
(b) 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 twenty million (20,000,000) shares, consisting of (i) five
million (5,000,000) shares of Preferred Stock, having a par value of $1.00 per
share, and (ii) fifteen million (15,000,000) shares of Common Stock, having a
par value of $.01 per share. Any and all such shares issued, and for which the
full consideration has been paid or delivered, shall be deemed fully paid stock
and the holder of such shares shall not be liable for any further call or
assessment or any other payment thereon.
(a) The shares of Preferred Stock may be divided into
and issued in one or more series, and each series
shall be designated so as to distinguish the shares
thereof from the shares of all other series. All
shares of Preferred Stock shall be identical except
in respect of particulars which may be fixed by the
Board of Directors as hereinafter provided pursuant
to authority which is hereby expressly vested in the
Board of Directors. Each share of a series shall be
identical in all respects with all other shares of
such series, except as to the date from which
dividends thereon shall be cumulative on any series
as to which dividends are cumulative.
(b) Before any shares of Preferred Stock of any series
shall be issued, the Board of Directors, pursuant to
authority hereby expressly vested in it, shall fix
by resolution or resolutions the following
provisions in respect of the shares for each such
series so far as the same are not inconsistent with
the provisions of this Article 4 applicable to all
series of Preferred Stock:
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(1) The distinctive designations of each such series
and the number of shares which shall constitute such
series, which number may be increased (except where
otherwise provided by the Board of Directors in
creating such series) or decreased (but not below
the number of shares thereof then outstanding) from
time to time by like action of the Board of
Directors;
(2) the annual rate or amount of dividends payable
on shares of such series, whether such dividends
shall be cumulative or non-cumulative, the
condition, upon which and/or the dates when such
dividends shall be payable and the date from which
dividends on cumulative series shall accrue and be
cumulative on all shares of such series issued prior
to the payment date for the first dividend of such
series;
(3) whether such series shall be redeemable or
callable and, if so, the terms and conditions of
such redemption or call, including the time or times
when and the price or prices at which shares of such
series shall be redeemed or called, and including
the terms and conditions of any retirement or
sinking fund for the purchase or redemption of
shares of such series;
(4) the amount payable on shares of such series in
the event of liquidation, dissolution, or winding up
of the affairs of the corporation;
(5) whether such series shall be convertible into or
exchangeable for shares of any other class, or any
series of the same or any other class and, if so,
the terms and conditions thereof, including the date
or dates when such shares shall be convertible into
or exchangeable for shares of any other class, or
any series of the same or any other class, the price
or prices or the rate or rates at which shares of
such series shall be so convertible or exchangeable,
and any adjustments which shall be made, and the
circumstances in which any such adjustments shall be
made, in such conversion or exchange prices or
rates;
(6) whether such series shall have any voting rights
in addition to those prescribed by law and, if so,
the terms and conditions of exercise of such voting
rights;
(7) the conditions and restrictions, if any, on the
payment of dividends or on the making of other
distributions on, or the purchase, redemption or
other acquisition by the corporation or any
subsidiary of, the Common Stock or of any other
class (or other
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series of the same class) ranking junior to the
shares of such series as to dividends or upon
liquidation, dissolution or winding up;
(8) the conditions and restrictions, if any, on the
creation of indebtedness of the corporation, or any
subsidiary, or on the issue of any additional stock
ranking on a parity with or prior to the shares of
such series as to dividends or upon liquidation,
dissolution or winding up; and
(9) such other powers, preferences and relative,
participating, optional or other special rights,
qualifications, limitations or restrictions as shall
not be inconsistent with any such resolution or
resolutions previously adopted as to shares then
still authorized, with the provisions of this
Restated Certificate of Incorporation or with the
laws of the State of Delaware.
(c) (1) So long as any shares of Preferred Stock of any
series shall be outstanding, the corporation will
not declare or pay any dividends on the Common Stock
(other than dividends payable solely in shares of
Common Stock) or make any distributions of any kind,
either directly or indirectly, in respect of shares
of Common Stock, or make any payment on account of
the purchase, redemption or other acquisition of
Common Stock, unless on the payment, distribution or
redemption date, as the case may be, all dividends
on the then outstanding shares of Preferred Stock of
all series for all past dividend periods shall have
been paid to the full extent of the preference, if
any, to which each series of Preferred Stock is
entitled.
(2) In case the corporation shall not pay in full
all dividends required to be paid on all shares of
all series of cumulative Preferred Stock at the time
outstanding to the full extent of the preference, if
any to which each such cumulative series is
entitled, all cumulative series which are of equal
rank with respect to such dividend preference shall
share ratably in the payment of dividends, including
accumulations thereof, if any, in proportion to the
amounts that would be payable on such series if all
dividends thereof were paid in full. Accumulations
of dividends shall not bear interest.
(3) After the requirements with respect to
preferential dividends (if any) upon all classes of
capital stock, and each series thereof, shall have
been met, then and not otherwise, the holders of
Common Stock shall be entitled to receive such
dividends, out of any remaining net profits or net
assets of the corporation available there for, when,
as and if (subject to the foregoing provisions of
this article 4) such dividends may be declared from
time to time by the Board of Directors. After
distribution in full of the preferential
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amounts to be distributed to the holders of all
classes of stock, and each series thereof, having
more than parity with Common Stock upon liquidation,
dissolution or winding up, then, in the event of the
voluntary or involuntary liquidation, dissolution or
winding up of the corporation, the holders of the
Common Stock shall be entitled to receive all the
remaining assets of the corporation available for
distribution to its stockholders ratably in
proportion to the number of shares of Common Stock
held by them respectively.
(4) A liquidation, dissolution or winding up of the
corporation, as such terms are used in this Article
4, or as may be used in any resolution or
resolutions of the Board of Directors providing for
the issue of any series of this corporation's
capital stock, shall not be deemed to be occasioned
by or to include:
(A) any consolidation or merger of the
corporation with or into any other
corporation, corporations, entity or
entities, or
(B) any sale, lease, exchange or other transfer
of any or all of the assets of the
corporation to another corporation,
corporations, entity or entities pursuant
to a plan which shall provide for the
receipt by the corporation or its
stockholders, as all or the major portion
of the consideration for such sale, lease,
exchange or transfer, of securities of such
other corporation, corporations, entity or
entities or of any company or companies
subsidiary to, controlled by, or affiliated
with such other corporation, corporations,
entity or entities.
(d) The authorized but unissued shares of Common Stock
and the authorized but unissued shares of Preferred
Stock of the corporation may be issued for such
consideration, having a value, not less than the par
value thereof, as is determined from time to time by
the Board of Directors.
(e) (1) Except as otherwise determined pursuant to
authority of the Board of Directors as hereinbefore
provided, or by the General Corporation Law of the
State of Delaware, all voting rights shall be vested
exclusively in the holders of the outstanding shares
of Common Stock and each such holder shall be
entitled to one (1) vote per share for all purposes
for such share of Common Stock held of record by
him.
(2) Except as otherwise determined pursuant to
authority of the Board of Directors as hereinbefore
provided, or by the General
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Corporation Law of the State of Delaware, the
holders of Preferred Stock shall not be entitled to
vote for any purpose nor shall they be entitled to
notice of meetings of stockholders.
(f) The corporation may create and issue securities
convertible into shares of capital stock of the
corporation, of any class or classes and of any
series of any class, and whether or not in
connection with the issue and sale of any shares of
stock or other securities of the corporation, may
create and issue warrants, rights, privileges or
options entitling the holders thereof to purchase
from the corporation any shares of its capital stock
of any class or classes and of any series of any
class, such convertible securities, warrants, rights
privileges or options to be evidenced by or in such
instrument or instruments as shall be approved by
the Board of Directors. The terms upon which, the
time or times (which may be limited or unlimited in
duration) at or within which, and the price or
prices at which any such rights to convert, or other
warrants, rights, privileges or options may be
issued and any such shares may be acquired or
purchased from the corporation upon the exercise of
any such rights to convert, or other warrant, right,
privilege or option shall be such as shall be fixed
and stated in a resolution or resolutions adopted by
the Board of Directors providing for the creation
and issue of such convertible securities, warrants,
privileges options, and, in every case, set forth or
incorporated by reference in the instrument or
instruments evidencing such convertible securities,
warrants, rights, privileges or options. In the
absence of actual fraud in the transaction, the
judgment of the Directors as to the consideration
for the issuance of any such convertible security,
warrant, right, privilege or option and the
sufficiency thereof shall be conclusive. The
conversion price, or other consideration to be
received by the corporation upon the issuance of
shares of capital stock upon the exercise of any
such rights to convert, warrant, right, privilege or
option shall have a value not less than the par
value of the stock so issued, as determined by the
Board of Directors.
5. The corporation is to have perpetual existence.
6. In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
7. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the
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by-laws of the corporation. Elections of Directors need not be by written ballot
unless the by-laws of the corporation shall so provide.
8. Whenever a compromise or arrangement is proposed between this
corporation and its creditors of 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 Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 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.
Signed and attested to on April 21, 1983.
CORPORATE
SEAL
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Its Secretary
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COMMONWEALTH OF MASSACHUSETTS)
) ss.
COUNTY OF SUFFOLK )
BE IT REMEMBERED that, on April 21, 1983, before me, a Notary Public
duly authorized by law to take acknowledgment of deeds, personally came
___________, _________________ of HPSC, Inc., who duly signed the foregoing
instrument before me and acknowledged that such signing is his act and deed,
that such instrument as executed is the act and deed of said corporation, and
that the facts stated therein are true.
GIVEN under my hand on April 21, 1983.
NOTARIAL
SEAL
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Notary Public
My commission expires:
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