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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ACCREDO HEALTH, INCORPORATED
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1. The name of the Corporation (which is hereinafter referred to
as the Corporation) is "Accredo Health, Incorporated."
2. The original certificate of incorporation was filed with the
Secretary of State of the State of Delaware on May 24, 1996, under the name
"Nova Holdings, Inc.," and an amendment was filed with the Secretary of State of
the State of Delaware on August 28, 1998 changing the Corporation's name to
Accredo Health, Incorporated. An Amended and Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
April 14, 1999.
This Amendment to the Amended and Restated Certificate of Incorporation
has been duly proposed by resolutions adopted and declared advisable by the
Board of Directors of the Corporation, duly adopted by the stockholders of the
Corporation at the annual meeting of its shareholders held on November 16, 2000,
and duly executed and acknowledged by the officers of the Corporation in
accordance with Sections 103, 242 and 245 of the General Corporation Law of the
State of Delaware ("DGCL").
3. The text of Article IV of the Certificate of
Incorporation of the Corporation is hereby amended and restated to read in its
entirety as follows:
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 55,000,000 shares, consisting of
(a) 5,000,000 shares of preferred stock, $1.00 par value, which shares shall be
issued from time to time in one or more series, at the discretion of the Board
of Directors (the "Undesignated Preferred Stock"), and (b) 50,000,000 shares of
Common Stock, $.01 par value ("Common Stock"). Cross references in each
Subdivision A through B of this ARTICLE IV refer to the Sections within such
Subdivision unless otherwise indicated.
The following is a statement of the designations, and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, in respect of each class of stock of the Corporation:
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A. UNDESIGNATED PREFERRED STOCK
The Undesignated Preferred Stock may be issued from time to time in one
or more series. The Board of Directors is authorized to provide for the issuance
of shares of Undesignated Preferred Stock in series and, by filing a certificate
pursuant to the DGCL (hereinafter referred to as a "Preferred Stock
Designation"), to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, privileges,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:
(i) the designation of the series, which may be by distinguishing
number, letter or title;
(ii) the number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in
the Preferred Stock Designation) increase or decrease (but not
below the number of shares thereof then outstanding);
(iii) whether dividends, if any, shall be cumulative or
noncumulative, and, in the case of shares of any series having
cumulative dividend rights, the date or dates or method of
determining the date or dates from which dividends on the
shares of such series shall be cumulative;
(iv) the rate of any dividends (or method of determining such
dividends) payable to the holders of the shares of such
series, any conditions upon which such dividends shall be paid
and the date or dates or the method for determining the date
or dates upon which such dividends shall be payable;
(v) the price or prices (or method of determining such price or
prices) at which the form of payment of such price or prices
(which may be cash, property or rights, including securities
of the same or another corporation or other entity) for which,
the period or periods within which and the terms and
conditions upon which the shares of such series may be
redeemed, in whole or in part, at the option of the
Corporation or at the option of the holder or holders thereof
or upon the happening of a specified event or events, if any;
(vi) the obligation, if any, of the Corporation to purchase or
redeem shares of such series pursuant to a sinking fund or
otherwise and the price or prices at which, the form of
payment of such price or prices (which may be cash, property
or rights, including securities of the same or another
corporation or other entity) for which, the period or periods
within which and the terms and conditions upon which the
shares of such series shall be redeemed or purchased, in whole
or in part, pursuant to such obligation;
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(vii) the amount payable out of the assets of the Corporation to the
holders of shares of the series in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;
(viii) provisions, if any, for the conversion or exchange of the
shares of such series, at any time or times at the option of
the holder or holders thereof or at the option of the
Corporation or upon the happening of a specified event or
events, into shares of any other class or classes or any other
series of the same or any other class or classes of stock, or
any other security, of the Corporation, or any other
corporation or other entity, and the price or prices or rate
or rates of conversion or exchange and any adjustments
applicable thereto, and all other terms and conditions upon
which such conversion or exchange may be made;
(ix) restrictions on the issuance of shares of the same series or
of any other class or series, if any; and
(x) the voting rights, if any, of the holders of shares of the
series.
B. COMMON STOCK
1. Dividends. The holders of shares of Common Stock shall be entitled to
receive such dividends as from time to time many be declared by the Board of
Directors of the Corporation, subject to the provisions of the Preferred Stock
Designation of any Undesignated Preferred Stock.
2. Liquidation. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of Common Stock shall
be entitled, to share ratably according to the number of shares of Common Stock
held by them in all remaining assets of the Corporation available for
distribution to its stockholders, subject to the provisions of the Preferred
Stock Designation of any Undesignated Preferred Stock.
3. Voting. Each holder of Common Stock shall be entitled to one vote per
share.
IN WITNESS WHEREOF, the undersigned does execute this
Certificate of Amendment of the Certificate of Incorporation of Accredo Health,
Incorporated, this 20th day of November, 2000 on behalf of the Corporation.
ACCREDO HEALTH, INCORPORATED
By: /s/ Thomas W. Bell, Jr.
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THOMAS W. BELL, JR.
Senior Vice President, General Counsel
and Secretary
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