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EXHIBIT 3.57
ARTICLES OF INCORPORATION
OF
HATTECH ACQUISITION, CORP.
The undersigned incorporator, for the purpose of forming a corporation
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation:
ARTICLE I
NAME
The name of the corporation is HATTECH ACQUISITION, CORP. (hereinafter
called the "Corporation").
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The principal office and mailing address of the Corporation is: c/o Orius
Corp., 1401 Forum Way, Suite 400, West Palm Beach, FL 33401.
ARTICLE III
CAPITAL STOCK
The number of shares of stock that the Corporation is authorized to issue
is One Thousand (1,000) shares, One Cent ($0.01) par value per share, of common
stock. Each issued and outstanding share of common stock shall be entitled to
one vote on each matter submitted to a vote at a meeting of the shareholders.
ARTICLE IV
INITIAL DIRECTOR
The name and street address of the individual who is to serve as the
initial director of the Corporation is:
NAME: ADDRESS:
William J. Mercurio 1401 Forum Way, Suite 400
West Palm Beach, Florida 33401
Prepared by:
Donn A. Beloff, Esq.
350 E. Las Olas Blvd., Suite 1600
Ft. Lauderdale, Florida 33301
(954)463-2700
Florida Bar No. 222429
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ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT
The street address of the Corporation's initial registered office is:
350 E. Las Olas Blvd., Suite 1600, Ft. Lauderdale, Florida 33301. The name of
the Corporation's initial registered agent at that office is: American
Information Services, Inc.
ARTICLE VI
INCORPORATOR
The name and street address of the incorporator of the Corporation is:
Donn A. Beloff, 350 E. Las Olas Blvd., Suite 1600, Ft. Lauderdale,
Florida 33301.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify any present or former officer or
director, or person exercising powers and duties of an officer or a director, to
the full extent now or hereafter permitted by law.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation this 23rd day of May, 2000.
/s/ DONN A. BELOFF
------------------------------
DONN A. BELOFF, Incorporator
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CERTIFICATE OF ACCEPTANCE BY
REGISTERED AGENT
Pursuant to the provisions of Section 607.0501 of the Florida Business
Corporation Act, the undersigned submits the following statement in accepting
the designation as registered agent and registered office of HATTECH
ACQUISITION, CORP. a Florida corporation (the "Corporation"), in the
Corporation's articles of incorporation:
Having been named as registered agent and to accept service of process
for the Corporation at the registered office designated in the
Corporation's article of incorporation, the undersigned accepts the
appointment as registered agent and agrees to act in this capacity. The
undersigned further agrees to comply with the provisions of all
statutes relating to the proper and complete performance of its duties,
and the undersigned is familiar with and accepts the obligation of its
position as registered agent.
IN WITNESS WHEREOF,the undersigned has executed this Certificate this
23rd day of May, 2000.
AMERICAN INFORMATION SERVICES, INC.
By: /s/ MARLA R. MAYSTER
-------------------------------------
Marla R. Mayster, Assistant Secretary
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STATE OF FLORIDA
[LOGO]
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of Merger,
filed on June 1, 2000, for HATTECH ACQUISITION, CORP., the surviving Florida
entity, as shown by the records of this office.
I further certify the document was electronically received under FAX audit
number H00000029700. This certificate is issued in accordance with section
15.16, Florida Statutes, and authenticated by the code noted below.
The document number of this entity is P00000051034.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
First day of June, 2000
Authentication Code: 600A00031028-060100-P00000051034-1/1
[SEAL]
/s/ KATHERINE HARRIS
Katherine Harris
Secretary of State
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ARTICLES OF MERGER
OF
HATTECH, INC.
(a Virginia corporation)
WITH AND INTO
HATTECH ACQUISITION, CORP.
(a Florida corporation)
Pursuant to the provisions of Section 607.1105 of the Florida Business
Corporation Act (the "Act"), Hattech, Inc., a Virginia corporation (the
"Subsidiary"), and Hattech Acquisition, Corp., a Florida corporation (the
"Parent"), hereby execute and adopt the following Articles of Merger as of May
26, 2000 and certify as follows:
1. The names of the corporations which are parties to the merger
contemplated by these Articles of Merger (the "Merger") are Hattech,
Inc. and Hattech Acquisition, Corp. Hattech Acquisition, Corp. is the
surviving corporation in the Merger.
2. A copy of the Plan of Merger is attached hereto as Exhibit "A" and is
incorporated herein by reference as if fully set forth herein.
3. The Plan of Merger was approved by the Board of Directors of Hattech
Acquisition, Corp. on May 26, 2000. Pursuant to Section 607.1104 of
the Act, approval is not required by the shareholders of the Parent,
the shareholders of the Subsidiary or the Board of Directors of the
Subsidiary.
4. The effective date of the Merger shall be June 1, 2000.
Prepared by:
Kathleen A. Brown, Esq.
Akerman, Senterfitt & Eidson, P.A.
350 E. Las Olas Blvd., Suite 1600
Ft. Lauderdale, FL 33301
(954) 463-2700
Florida Bar No. 0152005
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IN WITNESS WHEREOF, the parties have caused these Articles of Merger to
be executed as of the date first above written.
HATTECH, INC.
By: /s/ WILLIAM J. MERCURIO
--------------------------------------
William J. Mercurio
Executive Vice President
HATTECH ACQUISITION, CORP.
By: /s/ WILLIAM J. MERCURIO
--------------------------------------
William J. Mercurio
Executive Vice President
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EXHIBIT A
PLAN OF MERGER
This Plan of Merger (this "Plan") has been adopted as of the 26th day
of May, 2000 by HATTECH ACQUISITION, CORP., a Florida corporation ("Parent").
RECITALS
The Board of Directors of Parent has determined that it is advisable
and in the best interest of Parent and Hattech, Inc., a Virginia corporation and
wholly-owned subsidiary of Parent (the "Virginia Subsidiary"), that Virginia
Subsidiary be merged (the "Merger") with and into Parent on the terms and
subject to the conditions set forth herein. Neither the Parent nor the Virginia
Subsidiary is required to obtain shareholder approval pursuant to the Florida
Business Corporation Act (the "FBCA") or the Virginia Stock Corporation Act
("VSCA").
ARTICLE I
THE MERGER
At the Effective Time (as defined in Article V hereof), the Virginia
Subsidiary shall merge with and into Parent in accordance with the FBCA and the
VSCA, and the separate existence of the Virginia Subsidiary shall cease and the
Parent shall thereafter continue as the surviving corporation (the "Surviving
Corporation") under the laws of the State of Florida.
ARTICLE II
THE SURVIVING CORPORATION
a. At the Effective Time, the Articles of Incorporation of Parent, as
in effect immediately prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation.
b. At the Effective Time, the Bylaws of Parent, as in effect
immediately prior to the Effective Time, shall be the Bylaws of the Surviving
Corporation, until thereafter altered, amended or repealed.
c. At the Effective Time, the officers and directors of the Parent
shall be the officers and directors of the Surviving Corporation until their
successors are elected and have qualified.
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ARTICLE III
MANNER AND BASIS OF CONVERTING SHARES
a. At the Effective Time, each issued and outstanding share of common
stock, par value $.01 per share, of the Virginia Subsidiary shall, by virtue of
the Merger and without any action on the part of the holder thereof, be
canceled.
b. At the Effective Time, each share of capital stock of the Virginia
Subsidiary held in treasury shall be canceled and extinguished.
ARTICLE IV
EFFECT OF MERGER
At the Effective Time, all property, rights, privileges, powers and
franchises of the Virginia Subsidiary shall vest in the Surviving Corporation,
and all liabilities and obligations of the Virginia Subsidiary shall become
liabilities and obligations of the Surviving Corporation.
ARTICLE V
EFFECTIVE TIME
As used in this Agreement, the term "Effective Time" shall mean June 1,
2000.
ARTICLE VI
AMENDMENT, MODIFICATION AND TERMINATION
The Board of Directors of Parent may amend, terminate and/or abandon the
Merger at any time prior to the Effective Time.
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STATE OF FLORIDA
[LOGO]
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on June 1, 2000, to Articles of Incorporation for HATTECH ACQUISITION,
CORP. which changed its name to HATTECH, Inc., a Florida corporation, as shown
by the records of this office.
I further certify the document was electronically received under FAX audit
number H00000028702. This certificate is issued in accordance with section
15.16, Florida Statutes, and authenticated by the code noted below.
The document number of this corporation is P00000051034.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
First day of June, 2000
Authentication Code: 600A00031030-060100-P00000051034-1/1
[SEAL]
/s/ KATHERINE HARRIS
Katherine Harris
Secretary of State
================================================================================
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
HATTECH ACQUISITION, CORP.
Pursuant to Section 607.1003 of the Florida Business Corporation Act,
the undersigned Executive Vice President of Hattech Acquisition, Corp., a
Florida corporation (the "Corporation"), hereby executes and submits for filing
with the Department of State, State of Florida these Articles of Amendment to
the Articles of Incorporation of the Corporation to read as follows:
ARTICLE I - NAME
The name of this corporation is HATTECH, INC. (hereinafter called the
"Corporation").
The above amendment to Article I was adopted by the board of directors
and sole shareholder of the Corporation on May 26, 2000.
The number of votes cast by the sole shareholder for the amendment to
Article I was sufficient for approval.
IN WITNESS WHEREOF, the undersigned Executive Vice President has
executed these Articles of Amendment this 31st day of May, 2000.
HATTECH ACQUISITION, CORP.
By: /s/ WILLIAM J. MERCURIO
--------------------------------
William J. Mercurio
Executive Vice President
Prepared by:
Kathleen A. Brown, Esq.
Akerman, Senterfitt & Eidson, P.A.
350 E. Las Olas Blvd., Suite 1600
Ft. Lauderdale, Florida 33301
(954) 463-2700
Florida Bar No. 0152005