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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
IASIS HEALTHCARE CORPORATION
Pursuant to Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware
IASIS Healthcare Corporation, a Delaware corporation
(hereinafter called the "Corporation"), does hereby certify as follows:
1. The name of the Corporation is IASIS Healthcare
Corporation.
2. The Corporation was originally incorporated under the name
of CHC-PHC, Inc. The Corporation changed its name to PHC/Psychiatric Healthcare
Corporation on August 7, 1996. The Corporation changed its name to IASIS
Healthcare Corporation on October 8, 1999. The date of the filing of its
original certificate of incorporation with the Secretary of State of the State
of Delaware was September 30, 1994.
3. This Amended and Restated Certificate of Incorporation was
duly adopted by the Board of Directors of the Corporation and adopted by
stockholders of the Corporation holding a majority of the outstanding Common
Stock of the
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Corporation in accordance with Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.
4. Upon the filing (the "Effective Time") of this Amended and
Restated Certificate of Incorporation pursuant to the General Corporation Law of
the State of Delaware as set forth in Title 8 of the Delaware Code (the "GCL"),
each share of Common Stock, par value $.01 per share, of the Corporation shall
be reclassified and without any further action by the Corporation or any
stockholder shall become 10.5 shares of Common Stock, par value $.01 per shares,
of the Corporation.
5. Upon the Effective Time of this Amended and Restated
Certificate of Incorporation, the Corporation's Certificate of Incorporation, is
hereby amended, restated and integrated to read in its entirety as follows:
FIRST: The name of the Corporation is IASIS Healthcare
Corporation (hereinafter, the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the GCL.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is one hundred million (100,000,000)
shares of Common Stock, each having a par value of one penny ($.01), ten million
(10,000,000) shares of Nonvoting Common Stock, each having a par value of one
penny ($.01), and five
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million (5,000,000) shares of Preferred Stock, each having a par value of one
penny ($.01).
The Board of Directors is expressly authorized to provide for
the issuance of all or any shares of the Preferred Stock in one or more classes
or series, and to fix for each such class or series such voting powers, full or
limited, or no voting powers, and such distinctive designations, preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series and as may be permitted by
the GCL, including, without limitation, the authority to provide that any such
class or series may be (i) subject to redemption at such time or times and at
such price or prices; (ii) entitled to receive dividends (which may be
cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; or (iv) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions.
The following is a statement of the designations and powers,
preferences and rights, and qualifications, limitations and restrictions
thereof, in respect of the Common Stock and Nonvoting Common Stock of the
Corporation:
(1) Except as otherwise provided herein, all shares of Common
Stock and Nonvoting Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges.
(2) Each holder of shares of Common Stock shall be entitled to
one vote for each share of Common Stock on all matters. Except as otherwise
required by law, the holders of shares of Nonvoting Common Stock shall have no
vote on any matter and shares of Nonvoting Common Stock shall not be included in
determining the number of shares voting or entitled to vote on any such matters.
(3) Subject to the rights of the holders of Preferred Stock or
any other class or series of stock having a preference as to dividends over the
Common Stock and the Nonvoting Common Stock then outstanding, the holders of
Common Stock and Nonvoting Common Stock shall be entitled to receive, to the
extent
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permitted by law, and to share equally and ratably, share for share, such
dividends as may be declared from time to time by the Board of Directors,
whether payable in cash, property or securities of the Corporation; provided,
however, that if the dividends that are declared are payable in shares of Common
Stock or Nonvoting Common Stock, such dividends shall be declared at the same
rate on each class of stock, and the dividends payable to holders of Common
Stock shall be paid in shares of Common Stock and the dividends payable to
holders of Nonvoting Common Stock shall be paid in shares of Nonvoting Common
Stock.
(4) In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or other winding up of the Corporation,
after distribution in full of preferential amounts, if any, to be distributed to
the holders of shares of Preferred Stock or any other class or series of stock
having a preference as to liquidating distributions over the Common Stock and
the Nonvoting Common Stock, the holders of the Common Stock and the Nonvoting
Common Stock shall be entitled to share equally and ratably, share for share, in
all of the remaining assets of the Corporation of whatever kind available for
distribution to stockholders. A consolidation or merger of the Corporation with
and into any other corporation or corporations shall not be deemed to be a
liquidation, dissolution or winding up of the Corporation as those terms are
used in this Section.
(5) Each record holder of Nonvoting Common Stock is entitled
at any time to convert any or all of the shares of such holder's Nonvoting
Common Stock into an equal number of shares of Common Stock; provided, however,
that no holder of Nonvoting Common Stock is entitled to convert any share or
shares of Nonvoting Common Stock to the extent that, as a result of such
conversion, such holder or its affiliates would directly or indirectly own,
control or have power to vote or dispose of a greater quantity of securities of
any kind issued by the Corporation than such holder and its affiliates are
permitted to own, control or have power to vote or dispose of under any law or
under regulation, order, rule or other requirement of any governmental authority
at any time applicable to such holder and its affiliates.
Each conversion of shares of Nonvoting Common Stock, as herein
described, will be effected by the surrender of the certificate or certificates
representing the shares to be converted at the principal office of the
Corporation at any time during normal business hours, together with a written
notice by the holder of such shares to be converted stating that such holder
desires to convert the shares, or a stated number of the shares, represented by
such certificate or certificates into Common Stock, that upon such conversion
such holder and its affiliates will not directly or indirectly own, control or
have the power to vote or dispose of a greater
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quantity of securities of any kind issued by the Corporation than such holder
and its affiliates are permitted to own, control or have the power to vote or
dispose of under any applicable law, regulation, rule or other governmental
requirement for such holder or its affiliate. Such conversion will be deemed to
have been effected as of the close of business on the date on which such
certificate or certificates have been surrendered and such notice has been
received, and at such time the rights of the holder of the converted stock as
such holder will cease and the person or persons in whose name or names the
certificate or certificates for shares of Common Stock are to be issued upon
such conversion will be deemed to have become the holder or holders of record of
the shares of Common Stock as are to be represented thereby.
Promptly after such surrender and the receipt of such written
notice referred to above the Corporation will issue and deliver, in accordance
with the surrendering holder's instructions, (i) the certificate or certificates
for the Common Stock issuable upon such conversion and (ii) a certificate
representing any Nonvoting Common Stock which was represented by the certificate
or certificates delivered to the Corporation in connection with such conversion
but which was not converted.
The issuance of certificates for Common Stock upon conversion
of Nonvoting Common Stock will be made without charge to the holders of such
shares for any issuance tax (except stock transfer taxes) in respect thereof or
other cost incurred by the Corporation in connection with such conversion and
related issuance of Common Stock.
For purposes of this Section, an "affiliate" of a holder is
any person who controls, or is controlled by or under common control with, such
holder, and includes any Bank Holding Company with respect to which the holder
would be a "Subsidiary" within the meaning of the Bank Holding Company Act of
1956, as amended.
(6) If the Corporation in any manner subdivides or combines
the outstanding shares of Common Stock or Nonvoting Common Stock, the
outstanding shares of the other class of Common stock shall be proportionately
subdivided or combined.
(7) The Corporation shall not close its books against the
transfer of any shares of Common Stock issued or issuable upon conversion of
Nonvoting Common Stock in any manner that would interfere with the timely
conversion of such Nonvoting Common Stock.
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FIFTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(1) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors of the
Corporation.
(2) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the Corporation.
(3) The number of directors of the Corporation shall be not
less than three (3) nor more than fifteen (15) members, the exact
number of which shall be fixed from time to time by resolution adopted
by the affirmative vote of a majority of the Board of Directors.
Election of directors need not be by written ballot unless the By-Laws
so provide.
(4) No director shall be personally liable to the Corporation
or any of its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174
of the GCL or (iv) for any transaction from which the director derived
an improper personal benefit. Any repeal or modification of this
Article FIFTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or
modification.
(5) In addition to the powers and authority herein or by
statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject, nevertheless,
to the provisions of the GCL, this Amended and Restated Certificate of
Incorporation of the Corporation and any By-Laws adopted by the
stockholders; provided, however, that no By-Laws hereafter adopted by
the stockholders shall invalidate any prior act of the directors which
would have been valid if such By-Laws had not been adopted.
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(6) The Corporation elects not to be governed by Section 203
of the GCL.
SIXTH: 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 GCL) 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 By-Laws of the Corporation.
SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by the GCL, as the same
exists or may hereafter be amended, and such right to indemnification shall
continue as to a person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or administrators) in
connection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Article SEVENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in advance of its final
disposition.
The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation who are not
directors or officers similar to those conferred in this Article SEVENTH to
directors and officers of the Corporation.
The rights to indemnification and to the advancement of
expenses conferred in this Article SEVENTH shall not be exclusive of any other
right which any person may have or hereafter acquire under this Amended and
Restated Certificate of Incorporation, the By-Laws, any statute, agreement, vote
of stockholders or disinterested directors, or otherwise.
Any repeal or modification of this Article SEVENTH by the
stock holders of the Corporation shall not adversely affect any rights to
indemnification and advancement of expenses of a director or officer of the
Corporation existing pursuant to this Article SEVENTH with respect to any acts
or omissions occurring prior to such repeal or modification.
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EIGHTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation, and the ability of the
stockholders to consent in writing to the taking of any action is hereby
specifically denied.
NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Amended and Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, IASIS Healthcare Corporation has caused
this Amended and Restated Certificate of Incorporation to be duly executed this
6th day of March, 2001.
IASIS HEALTHCARE CORPORATION
By: /s/ Frank A. Coyle
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Name: Frank A. Coyle
Title: General Counsel and Secretary
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