1
EXHIBIT 4.1
AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION OF REGISTRANT
2
State of Delaware PAGE 1
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE EIGHTH DAY
OF OCTOBER, A.D. 1991, AT 1:30 O'CLOCK P.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100 AUTHENTICATION: 7887808
960091512 DATE: 03-28-96
3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 10/08/1991
721281134 - 2075933
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPORATION
MEDAPHIS CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name under which the Corporation originally was
incorporated was MDSC Holding, Inc. The date of filing of the original
Certificate of Incorporation with the Secretary of the State of Delaware was
November 15, 1985.
2. The current Restated Certificate of Incorporation of the
Corporation is hereby amended and restated by deleting all of the Articles of
the current Restated Certificate of Incorporation in their entirety and by
substituting in lieu thereof the Articles which are contained in the Amended
and Restated Certificate of Incorporation hereinafter set forth.
3. The provisions of the current Restated Certificate of
Incorporation of the Corporation, as previously amended and restated, are hereby
amended, restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled "Amended and Restated Certificate
of Incorporation of Medaphis Corporation," without any further amendments other
than the amendments herein certified and without any discrepancy between the
provisions of the Certificate of Incorporation, as previously amended and
restated, and the provisions of the single instrument hereinafter set forth.
4. The amendments and restatement of the Certificate of
Incorporation herein certified have been duly adopted in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware. The undersigned officers of the Corporation hereby certify
and acknowledge that the facts herein stated are true.
5. The Certificate of Incorporation of the Corporation, as
amended and restated herein, shall, upon the effective date of this Amended and
Restated Certificate of Incorporation, read as follows:
4
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPORATION
FIRST: The name of the Corporation is Medaphis Corporation.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle 19801. The name of the Corporation's
registered agent at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: Number of Shares. The aggregate number of shares of all
classes of stock which the Corporation shall have authority to issue is
15,600,000 shares, consisting of 15,000,000 shares of Common Stock, $.01 par
value (herein called the "Common Stock"), and 600,000 shares of Non-Voting
Common Stock, $.01 par value (herein called the "Non-Voting Common Stock").
All cross-references in each subdivision of this Article Fourth refer to other
paragraphs in 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, of each class of stock of the Corporation:
I.
COMMON STOCK
1. Dividends. The holders of shares of Common Stock shall be
entitled to receive such dividends as from time to time may be declared by the
Board of Directors of the Corporation, subject to the rights of holders of Non-
Voting Common Stock provided for herein.
2. Liquidation. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
Common Stock and the holders of Non-Voting Common Stock shall be entitled to
share ratably based
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upon the number of shares held by them in all assets of the Corporation
available for distribution to its stockholders.
3. Voting Rights. All shares of Common Stock shall be identical
with each other in every respect. The shares of Common Stock shall entitle the
holders thereof to one vote for each share upon all matters upon which
stockholders have the right to vote.
II.
NON-VOTING COMMON STOCK
1. Dividends. The holders of shares of Non-Voting Common Stock
shall be entitled to receive such dividends as from time to time may be
declared by the Board of Directors of the Corporation. No dividend will be
declared or paid on Common Stock unless an equivalent per share dividend is
declared and paid on the Non-Voting Common Stock. In the event that the
holders of Common Stock receive a dividend payable in shares of Common Stock,
then holders of Non-Voting Common Stock shall receive an equivalent dividend,
payable in shares of Non-Voting Common Stock.
2. Liquidation. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
Common Stock and the holders of Non-Voting Common Stock shall be entitled to
share ratably based upon the number of shares held by them in all assets of the
Corporation available for distribution to its stockholders.
3. Voting Rights. Holders of Non-Voting Common Stock shall have
no rights to vote except as provided by law.
4. Conversion.
4A. Right to Convert. Subject to the terms and conditions of this
paragraph 4, the holder of any share or shares of Non-Voting Common Stock shall
have the right, at its option and at any time, to convert any whole number of
such shares of Non-Voting Common Stock (except that upon any liquidation of the
Corporation the right of conversion shall terminate at the close of business on
the last full business day next preceding the date fixed for payment of the
amount distributable on Non-Voting Common Stock) into an equal number of
fully-paid and nonassessable whole shares of Common Stock. Such rights of
conversion shall be exercised by the holder thereof by giving written notice
that the holder elects to convert a stated number of whole shares of Non-Voting
Common Stock into Common Stock and by surrender of a certificate or
certificates for the shares so to be converted to the Corporation at its
principal office (or such other office of the Corporation as the Corporation
may designate by notice in writing to the holder or holders of Non-Voting
Common Stock) at
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any time during its usual business hours, together with a statement of the name
or names (with address) in which the certificate or certificates for shares of
Common Stock shall be issued.
4B. Issuance of Certificates; Time Conversion Effected. Promptly
after the receipt of the written notice referred to in subparagraph 4A and
surrender of the certificate or certificates for the share or shares of
Non-Voting Common Stock to be converted, the Corporation shall issue and
deliver, or cause to be issued and delivered, to the holder, registered in such
name or names as such holder may direct, a certificate or certificates for the
number of whole shares of Common Stock issuable upon the conversion of such
share or shares of Non-Voting Common Stock. To the extent permitted by law,
such conversion shall be deemed to have been effected immediately prior to the
close of business on the day the certificate or certificates for such share or
shares shall have been surrendered as aforesaid, and at such time the rights of
the holder of such share or shares of Non-Voting Common Stock shall cease, and
the person or persons in whose name or names any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become the holder or holders of record of the share or shares
represented thereby.
4C. Fractional Shares; Dividends; Partial Conversion. No
fractional shares shall be issued upon conversion of Non-Voting Common Stock
into Common Stock and no payment or adjustment shall be made upon any
conversion on account of any cash dividends on the Common Stock issued upon
such conversion. At the time of each conversion, the Corporation shall pay in
cash an amount equal to all dividends accrued and unpaid (if any) on the shares
of Non-Voting Common Stock surrendered for conversion to the date upon which
such conversion is deemed to take place as provided in subparagraph 4B. In case
the number of shares of Non-Voting Common Stock represented by the certificate
or certificates surrendered pursuant to subparagraph 4A exceeds the number of
shares converted, the Corporation shall, upon such conversion, execute and
deliver to the holder thereof, at the expense of the Corporation, a new
certificate or certificates for the number of shares of Non-Voting Common Stock
represented by the certificate or certificates surrendered which are not to be
converted.
5. Subdivision or Combination of Stock. In case the Corporation
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, then the Non-Voting Common Stock shall be similarly
subdivided, and conversely, in case the outstanding shares of Common Stock
shall be combined into a small number of shares, then the number of shares of
Non-Voting Common Stock immediately prior to such combination shall be
proportionately reduced.
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FIFTH: Each share of Series A Convertible Preferred Stock, par value
$1.00 per share (the "Series A Preferred Stock"), of the Corporation issued and
outstanding as of the effective date of this Amended and Restated Certificate
of Incorporation shall, upon the effectiveness of this Amended and Restated
Certificate of Incorporation and without any action on the part of the holder
thereof, be automatically converted into one share of Common Stock. Each share
of Series B Convertible Non-Voting Preferred Stock, par value $1.00 per share
(the "Series B Preferred Stock"), of the Corporation issued and outstanding as
of the effective date of this Amended and Restated Certificate of Incorporation
shall, upon effectiveness of this Amended and Restated Certificate of
Incorporation and without any action on the part of the holder thereof, be
automatically converted into one share of Common Stock. Each share of Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), of the
Corporation issued and outstanding as of the effective date of this Amended and
Restated Certificate of Incorporation shall, upon the effectiveness of this
Amended and Restated Certificate of Incorporation and without any action on the
part of the holder thereof, be automatically converted into one share of Common
Stock. Each share of Class B Common Stock, par value $.01 per share (the "Class
B Common Stock"), of the Corporation issued and outstanding as of the effective
date of this Amended and Restated Certificate of Incorporation shall, upon
effectiveness of this Amended and Restated Certificate of Incorporation and
without any action on the part of the holder thereof, be automatically
converted into one share of Non-Voting Common Stock. Each share of Class C
Common Stock, par value $.01 per share (the "Class C Common Stock"), of the
Corporation issued and outstanding as of the effective date of this Amended and
Restated Certificate of Incorporation shall, upon the effectiveness of this
Amended and Restated Certificate of Incorporation and without any action on
the part of the holder thereof, be automatically converted into one share of
Non-Voting Common Stock. Holders of Series A Preferred Stock, Series B
Preferred Stock, Class A Common Stock, Class B Common Stock and Class C Common
Stock shall be entitled to exchange their certificates for new certificates
evidencing Common Stock and Non-Voting Common Stock, as the case may be,
following effectiveness of this Amended and Restated Certificate of
Incorporation.
SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors of the Corporation
is expressly authorized and empowered to make, alter or repeal the Bylaws of
the Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board of Directors.
SEVENTH: The Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provisions contained in this
Amended and Restated Certificate of
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Incorporation in accordance with the provisions hereof and the laws of the
State of Delaware; to add or insert other provisions authorized by the laws of
the State of Delaware at the time in force in the manner now or hereafter
prescribed by law; and to amend, alter, change or repeal all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other person whomsoever by and pursuant to this Amended and
Restated Certificate of Incorporation in its present form or as hereafter
amended or granted subject to the right reserved in this Article.
EIGHTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that the foregoing shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for any acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction for which the director derived an improper
personal benefit.
IN WITNESS WHEREOF, Medaphis Corporation has caused its corporate seal
to be affixed to this Certificate, and has caused this Certificate to be signed
by Randolph G. Brown, its Chairman, President and Chief Executive Officer and
Pamela S. Topper, its Vice President, General Counsel and Secretary, this 1st
day of October, 1991.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
---------------------
Randolph G. Brown
Chairman, President and
Chief Executive Officer
[CORPORATE SEAL]
By: /s/ Pamela S. Topper
--------------------
Pamela S. Topper
Vice President, General
Counsel and Secretary
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STATE OF GEORGIA )
COUNTY OF FULTON )
Before me, the undersigned authority, on this date personally appeared
Randolph G. Brown and Pamela S. Topper, known to me to be the persons whose
names are subscribed to the foregoing certificate, and acknowledged to me that
they executed the same for the purposes therein expressed.
Given under my hand and seal this 1st day of October, 1991.
/s/ Sharon I. Garner
--------------------
Notary Public in and for the
State of Georgia
[NOTARIAL SEAL]
My Commission Expires:
Notary Public, Fulton County, Georgia
My Commission Expires October 25, 1992
--------------------------------------
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State of Delaware PAGE 1
Office of the Secretary of State
-----------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE ELEVENTH DAY
OF MAY, A.D. 1993, AT 10 O'CLOCK A.M.
/s/ Edward J. Freel
------------------------------------
Edward J. Freel, Secretary of State
2075933 8100 AUTHENTICATION: 7887809
960091512 DATE: 03-28-96
11
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM O5/11/1993
723131074 - 2075933
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPORATION
Medaphis Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
1. That pursuant to a unanimous written consent of the Board of
Directors of the Corporation, resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and referring said amendment to the
stockholders of the Corporation for consideration thereof and approval by the
stockholders at the Corporation's 1993 Annual Stockholders Meeting (the "1993
Annual Meeting"). The resolution setting forth the proposed amendment (the
"Amendment") is as follows:
RESOLVED, that Article Fourth of the Company's Amended
and Restated Certificate of Incorporation is hereby amended
by deleting in its entirety the first sentence of such
Article and replacing it with the following:
"The aggregate number of shares of all classes of stock
which the Corporation shall have authority to issue is
30,600,000, consisting of 30,000,000 shares of Common
Stock, $.O1 par value (herein called "Common Stock"),
and 600,000 shares of Non-Voting Common Stock, $.O1 par
value (herein called "Non-Voting Stock").
2. That thereafter, pursuant to a resolution of the Board of
Directors calling for the Amendment to be submitted to a vote of the
stockholders at the 1993 Annual Meeting, the Amendment was adopted and approved
by the stockholders at the 1993 Annual Meeting, at which meeting the necessary
number of shares were
12
voted in favor of the Amendment in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
3. That the Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
4. The undersigned officers of the Corporation hereby acknowledge
that the foregoing is the act and deed of the Corporation and that the facts
stated herein are true.
IN WITNESS WHEREOF, Medaphis Corporation has caused its corporate seal
to be affixed to this Certificate, and has caused this Certificate to be signed
by the officers identified below, this 29th day of April, 1993.
By: /s/ Randolph G. Brown
----------------------------
Name: Randolph G. Brown
Title: Chairman, President
and Chief Executive
Officer
Attest:
By: /s/ Michael R. Cote
---------------------------------
Name: Michael R. Cote
Title: Senior Vice President -
Finance and Administration,
Chief Financial Officer and
Assistant Secretary
[CORPORATE SEAL]
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STATE OF GEORGIA )
COUNTY OF COBB )
Before me, the undersigned authority, on this date personally appeared
Randolph G. Brown and Michael R. Cote, known to me to be the persons whose
names are subscribed to the foregoing certificate, and acknowledged to me that
they executed the same for the purposes therein expressed.
Given under my hand and seal this 29th day of April, 1993.
/s/ Cynthia K. Gilmore
----------------------------
Notary Public in and for the
State of Georgia
[NOTARIAL SEAL]
My Commission Expires:
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
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State of Delaware PAGE 1
Office of the Secretary of State
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:
"MDSC, INC.", A GEORGIA CORPORATION,
WITH AND INTO "MEDAPHIS CORPORATION" UNDER THE NAME OF "MEDAPHIS
CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF
DECEMBER, A.D. 1993, AT 10 O'CLOCK A.M.
/s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
2075933 8100M AUTHENTICATION: 7887810
960091512 DATE: 03-28 96
15
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 12/27/1993
723361088 - 2075933
CERTIFICATE OF OWNERSHIP AND MERGER OF
MEDAPHIS CORPORATION
AND
MDSC, INC.
1. Medaphis Corporation, a Delaware corporation ("Medaphis"),
owns one hundred percent (100%) of the outstanding stock of
MDSC, Inc., a Georgia corporation ("MDSC").
2. The Board of Directors of Medaphis duly adopted the following
resolution on December 21, 1993:
RESOLVED, that Medaphis merge MDSC, Inc., a wholly owned
subsidiary corporation of Medaphis, into Medaphis and assume
all obligations of MDSC pursuant to Section 14-2-1104 of the
Georgia Business Corporation Code and Section 253 of the
Delaware General Corporation Law.
3. A true and correct copy of the Agreement and Plan of Merger is
attached as Exhibit A and incorporated herein by reference.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
-----------------------
[CORPORATE SEAL] Title: Director
--------------------
ATTEST: President
By: /s/ Pamela Topper
------------------------
Title: Secretary
---------------------
MDSC, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -------------------------
Title: Director
ATTEST: ----------------------
President
By: /s/ Pamela Topper
-------------------------
Title: Secretary
-----------------------
16
AGREEMENT AND PLAN OF MERGER OF MDSC, INC.
WITH AND INTO
MEDAPHIS CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and
entered into this 22nd day of December, 1993 by and between MDSC, Inc., a
Georgia corporation ("MDSC"), and Medaphis Corporation, a Delaware corporation
("Medaphis") and the sole shareholder of MDSC (MDSC and Medaphis being
hereinafter sometimes collectively referred to as the "Constituent
Corporations").
Section 1
Merger
1.1 On the Effective Date, MDSC shall be merged with and into
Medaphis, and Medaphis (the "Surviving Corporation") shall continue in
existence and the merger shall in all respects have the effect provided for in
Section 14-2-1106 of the Georgia Business Corporation Code and Sections 259,
260 and 261 of the Delaware Corporation Law.
1.2 Without limiting the foregoing, on and after the Effective
Date, the separate existence of MDSC shall cease, and, in accordance with the
terms of this Agreement, the title to all real estate and other property owned
by each of the Constituent Corporations shall be vested in the Surviving
Corporation without reversion or impairment; the Surviving Corporation shall
have all liabilities of each of the Constituent Corporations; and any
proceeding pending against any Constituent Corporation may be continued as if
the merger did not occur or the Surviving Corporation may be substituted in its
place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of MDSC Common Stock
issued and outstanding immediately prior to the Effective Date or held in the
treasury of MDSC shall, by virtue of the merger and without any action on the
part of the holder thereof, thereupon be canceled and retired and cease to
exist.
2.2 After the Effective Date, each holder of an outstanding
certificate or certificates which immediately prior thereto represented shares
of MDSC Common Stock will, upon surrender of such certificate or certificates,
be entitled to be paid in cash the sum of $1.00 per share.
1
17
Section 3
Directors and Officers
The persons who are directors and officers of Medaphis immediately
prior to the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Certificate of
Incorporation of Medaphis, as in effect at such date, shall be the Certificate
of Incorporation of the Surviving Corporation and shall continue in effect
until the same shall be altered, amended or repealed as therein provided or as
provided by law.
4.2 From and after the Effective Date, the bylaws of Medaphis, in
effect at such date, shall be the bylaws of the Surviving Corporation and shall
continue in effect until the same shall be altered, amended or repealed as
therein provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of Medaphis
as provided by the Georgia Business Corporation Code and the Delaware General
Corporation Law. The merger shall become effective on December 31, 1993 (said
date is herein referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original and all of which together
shall constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties
hereto shall be governed by and construed in accordance with the laws of the
State of Delaware with respect to the filing of this Agreement with the
Delaware Secretary of State and with the laws of the State of Georgia with
respect to the filing of this Agreement with the Georgia Secretary of State.
2
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IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and
the foregoing attested, all by their respective duly authorized officers, as of
the date hereinabove first written.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
[CORPORATE SEAL] ------------------------------
Title: Director
ATTEST ---------------------------
By: /s/ Pamela Topper
-----------------------------
Title: Secretary
--------------------------
MDSC, INC.
By: /s/ Randolph G. Brown
------------------------------
Title: Director
---------------------------
[CORPORATE SEAL]
ATTEST:
By: /s/ Pamela Topper
-----------------------------
Title: Secretary
--------------------------
3
19
ARTICLES OF MERGER OF
MEDAPHIS CORPORATION
AND
MDSC, INC.
1. Medaphis Corporation, a Delaware corporation ("Medaphis"), owns one
hundred percent (100%) of the outstanding stock of MDSC, Inc., a
Georgia corporation ("MDSC").
2. The Agreement and Plan of Merger attached hereto as Exhibit A and
incorporated by reference herein was duly approved by the Board of
Directors of Medaphis.
3. The Agreement and Plan of Merger did not require approval by the
shareholders of Medaphis or MDSC.
4. The effective date of the merger of MDSC into Medaphis is December 31,
1993.
5. The name of the surviving corporation is Medaphis Corporation.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
-----------------------
[CORPORATE SEAL] Title: Director
--------------------
ATTEST:
By: /s/ Pamela Topper
--------------------------
Title: Secretary
-----------------------
MDSC, INC.
By: /s/ Randolph G. Brown
---------------------
[CORPORATE SEAL] Title: Director
------------------
ATTEST:
By: /s/ Pamela Topper
--------------------------
Title: Secretary
----------------------
20
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
21
PAGE 1
State of Delaware
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:
"SYNERGY HEALTH SYSTEMS, INC.", A TEXAS CORPORATION,
WITH AND INTO "MEDAPHIS CORPORATION" UNDER THE NAME OF "MEDAPHIS
CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF
DECEMBER, A.D. 1993, AT 10:01 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100M AUTHENTICATION: 7887811
960091512 DATE: 03-28-96
22
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:01 AM 12/27/1993
72336lO89 - 2075933
CERTIFICATE OF OWNERSHIP AND MERGER OF
MEDAPHIS CORPORATION
AND
SYNERGY HEALTH SYSTEMS, INC.
1. Medaphis Corporation, a Delaware corporation ("Madaphis"), owns one
hundred percent (100%) of the outstanding stock of Synergy Health
Systems, Inc., a Texas corporation ("Synergy").
2. The Board of Directors of Medaphis duly adopted the following
resolution on December 21, 1993:
RESOLVED, that Medaphis merge Synergy, a wholly owned subsidiary
corporation of Medaphis, into Medaphis and assume all obligations of
Synergy pursuant to Article 5.16 of the Texas Business Corporation Act
and Section 253 of the Delaware General Corporation Law;
3. A true and correct copy of the Agreement and Plan of Merger is
attached hereto as Exhibit A and incorporated herein by reference.
4. The effective date of the merger shall be December 31, 1993.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
----------------------
[CORPORATE SEAL] Title: Director
-------------------
President
ATTEST:
By: /s/ Pamela Topper
-----------------------
Title: Secretary
--------------------
SYNERGY HEALTH SYSTEMS, INC.
By: /s/ Randolph G. Brown
------------------------
[CORPORATE SEAL] Title: Director
---------------------
President
ATTEST:
By: /s/ Pamela Topper
-----------------------
Title: Secretary
---------------------
23
AGREEMENT AND PLAN OF MERGER OF SYNERGY HEALTH SYSTEMS, INC.
WITH AND INTO
MEDAPHIS CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and
entered into this 22nd day of December, 1993 by and between Synergy Health
Systems, Inc., a Texas corporation ("Synergy"), and Medaphis Corporation, a
Delaware corporation ("Medaphis") and the sole shareholder of Synergy (Synergy
and Medaphis being hereinafter sometimes collectively referred to as the
"Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date, Synergy shall be merged with and into
Medaphis, and Medaphis (the "Surviving Corporation") shall continue in
existence and the merger shall in all respects have the effect provided for in
Section 5.06 of the Texas Business Corporation Act and Sections 259, 260 and
261 of the Delaware General Corporation Law.
1.2 Without limiting the foregoing, on and after the Effective
Date, the separate existence of Synergy shall cease, and, in accordance with
the terms of this Agreement, the title to all real estate and other property
owned by each of the Constituent Corporations shall be vested in the Surviving
Corporation without reversion or impairment; the Surviving Corporation shall
have all liabilities of each of the Constituent Corporations; and any
proceeding pending against any Constituent Corporation may be continued as if
the merger did not occur or the Surviving Corporation may be substituted in its
place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of Synergy Common Stock
issued and outstanding immediately prior to the Effective Date or held in the
treasury of Synergy shall, by virtue of the merger and without any action on
the part of the holder thereof, thereupon be canceled and retired and cease to
exist.
2.2 After the Effective Date, each holder of an outstanding
certificate or certificates which immediately prior thereto represented shares
of Synergy Common Stock will, upon surrender of such certificate or
certificates, be entitled to be paid in cash the sum of $1.00 per share.
24
Section 3
Directors and Officers
The persons who are directors and officers of Medaphis immediately
prior to the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Certificate of
Incorporation of Medaphis, as in effect at such date, shall be the Certificate
of Incorporation of the Surviving Corporation and shall continue in effect
until the same shall be altered, amended or repealed as therein provided or as
provided by law.
4.2 From and after the Effective Date, the bylaws of Medaphis, in
effect at such date, shall be the bylaws of the Surviving Corporation and shall
continue in effect until the same shall be altered, amended or repealed as
therein provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of Medaphis
as provided by the Texas Business Corporation Act and the Delaware General
Corporation Law. The merger shall become effective on December 31, 1993 (said
date is herein referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original and all of which together
shall constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties
hereto shall be governed by and construed in accordance with the laws of the
State of Delaware with respect to the filing of this Agreement with the
Delaware Secretary of State and in accordance with the laws of the State of
Texas with respect to the filing of this Agreement with the Texas Secretary of
State.
25
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and
the foregoing attested, all by their respective duly authorized officers, as of
the date hereinabove first written.
Medaphis Corporation
By: /s/ Randolph G. Brown
----------------------------
[CORPOPATE SEAL] Title: Director
-------------------------
ATTEST:
By: /s/ Pamela Topper
------------------------
Title: Secretary
---------------------
Synergy Health Systems, Inc.
By: /s/ Randolph G. Brown
----------------------------
[CORPORATE SEAL] Title: Director
ATTEST
By: /s/ Pamela Topper
-------------------------
Title: Secretary
---------------------
26
ARTICLES OF MERGER OF
MEDAPHIS CORPORATION
AND
SYNERGY HEALTH SYSTEMS, INC.
1. Medaphis Corporation, a Delaware corporation, owns 100% of the
outstanding shares of stock of Synergy Health Systems, Inc., a Texas
corporation.
2. Synergy Health Systems, Inc. has 1,000 shares of Common Stock
outstanding. Medaphis Corporation owns 1,000 shares of Common Stock
of Synergy Health Systems, Inc.
3. The Board of Directors of Medaphis Corporation duly adopted the
following resolution on December 21, 1993;
RESOLVED, that Medaphis merge Synergy, a wholly owned subsidiary
corporation of Medaphis, into Medaphis and assume all obligations of
Synergy pursuant to Article 5.16 of the Texas Business Corporation Act
and Section 253 of the Delaware General Corporation Law.
4. The registered office of Medaphis Corporation, the surviving
corporation, in Delaware is located at Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
----------------------------
[CORPORATE SEAL] Title: Director
ATTEST:
By: /s/ Pamela Topper
----------------------------
Title: Secretary
------------------------- SYNERGY HEALTH SYSTEMS, INC.
By: /s/ Randolph G. Brown
----------------------------
[CORPORATE SEAL] Title: Director
-------------------------
ATTEST:
By: /s/ Pamela Topper
----------------------------
Title: Secretary
-------------------------
27
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph G.
Brown, known to me to be the person whose name is subscribed to the foregoing
documents and, being by me first duly sworn, declared that the statements
therein contained are true and correct.
Given under my hand and seal of office this 21st day of December, A.D.
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
--------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December, A.D.
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
28
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the foregoing
documents and, being by me first duly sworn, declared that the statements
therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
-------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
29
State of Delaware PAGE 1
Office of the Secretary of State
---------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:
"SYSTEMEDICS, INC.", A NEW JERSEY CORPORATION,
WITH AND INTO "MEDAPHIS CORPORATION" UNDER THE NAME OF "MEDAPHIS
CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF
DECEMBER, A.D. 1993, AT 10:02 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100M AUTHENTICATION: 7887812
960091512 DATE: 03-28-96
30
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:02 AM 12/27/1993
723361090 - 2075933
CERTIFICATE OF OWNERSHIP AND MERGER OF
MEDAPHIS CORPORATION
AND
SYSTEMEDICS, INC.
I. Medaphis Corporation, a Delaware corporation ("Medaphis"), owns one
hundred percent (100%) of the outstanding stock of Systemedics, Inc.,
a New Jersey corporation ("Systemedics").
II. The Board of Directors of Medaphis duly adopted, by unanimous
written consent of its members, the following resolution on December
21, 1993:
RESOLVED, that Medaphis merge Systemedics, a wholly owned
subsidiary corporation of Medaphis, into Medaphis and assume all
obligations of Systemedics pursuant to Section 14A:10-5.1 of the New
Jersey Corporation Act and Section 253 of the Delaware General
Corporation Law.
III. The Agreement of Merger is attached hereto as Exhibit A and
incorporated by reference herein.
IV. The effective date of the merger is December 31, 1993.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
---------------------
[CORPORATE SEAL] Title: Director
------------------
President
ATTEST:
By: /s/ Pamela Topper
-------------------
Title: Secretary
----------------
SYSTEMEDICS, INC.
By: /s/ Randolph G. Brown
---------------------
[CORPORATE SEAL] Title: Director
------------------
ATTEST:
By: /s/ Pamela Topper
-------------------
Title: Secretary
----------------
31
AGREEMENT AND PLAN OF MERGER OF SYSTEMEDICS, INC.
WITH AND INTO
MEDAPHIS CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and
entered into this 22nd day of December, 1993 by and between Systemedics, Inc.,
a New Jersey corporation ("Systemedics"), and Medaphis Corporation, a Delaware
corporation ("Medaphis") and the sole shareholder of Systemedics (Systemedics
and Medaphis being hereinafter sometimes collectively referred to as the
"Constituent Corporations").
Section 1
Merger
- ------
1.1 On the Effective Date, Systemedics shall be merged with
and into Medaphis, and Medaphis (the "Surviving Corporation") shall continue in
existence and the merger shall in all respects have the effect provided for in
Section 14A:10-6 of the New Jersey Corporation Act and Sections 259, 260 and
261 of the Delaware General Corporation Law.
1.2 Without limiting the foregoing, on and after the
Effective Date, the separate existence of Systemedics shall cease, and, in
accordance with the terms of this Agreement, the title to all real estate and
other property owned by each of the Constituent Corporations shall be vested in
the Surviving Corporation without reversion or impairment; the Surviving
Corporation shall have all liabilities of each of the Constituent Corporations;
and any proceeding pending against any Constituent Corporation may be continued
as if the merger did not occur or the Surviving Corporation may be substituted
in its place.
Section 2
Terms of the Transaction
- ------------------------
2.1 Upon the Effective Date, each share of Systemedics Common
Stock and Class A Preferred Stock issued and outstanding immediately prior to
the Effective Date or held in the treasury of Systemedics shall, by virtue of
the merger and without any action on the part of the holder thereof, thereupon
be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding
certificate or certificates which immediately prior thereto represented shares
of Systemedics Common Stock or Class A Preferred Stock will, upon surrender of
such certificate or certificates, be entitled to be paid in cash the sum of
$1.00 per share.
1
32
Section 3
Directors and Officers
The persons who are directors and officers of Medaphis immediately
prior to the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of
Incorporation of Medaphis, as in effect at such date, shall be the Articles of
Incorporation of the Surviving Corporation and shall continue in effect until
the same shall be altered, amended or repealed as therein provided or as
provided by law.
4.2 From and after the Effective Date, the bylaws of
Medaphis, in effect at such date, shall be the bylaws of the Surviving
Corporation and shall continue in effect until the same shall be altered,
amended or repealed as therein provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of
Medaphis as provided by the New Jersey Corporation Act and the Delaware General
Corporation Law. The merger shall become effective on December 31, 1993 (said
date is herein referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be an original and all of which
together shall constitute one and the same agreement.
6.2 This Agreement and the legal relations between the
parties hereto shall be governed by and construed in accordance with the laws
of the State of Delaware with respect to the filing of this Agreement with the
Delaware Secretary of State and with the laws of the State of New Jersey with
respect to the filing of this Agreement with the New Jersey Secretary of State.
2
33
IN WITNESS WHEREOF, the Constituent Corporations have each caused
this Agreement to be executed, their respective corporate seals to be affixed
and the foregoing attested, all by their respective duly authorized officers,
as of the date hereinabove first written.
Medaphis Corporation
By: /s/ Randolph G. Brown
------------------------
[CORPORATE SEAL] Title: Director
---------------------
ATTEST
By: /s/ Pamela Topper
-------------------
Title: Secretary
----------------
Systemedics, Inc.
By: /s/ Randolph G. Brown
------------------------
[CORPORATE SEAL] Title: Director
---------------------
ATTEST
By: /s/ Pamela Topper
-------------------
Title: Secretary
----------------
3
34
CERTIFICATE OF MERGER OF
MEDAPHIS CORPORATION
AND
SYSTEMEDICS, INC.
1. The name of the surviving corporation is Medaphis Corporation, a
Delaware corporation ("Medaphis"). The name of the merged corporation
is Systemedics, Inc., a New Jersey corporation ("Systemedics").
2. The Agreement and Plan of Merger attached hereto as Exhibit A and
incorporated by reference herein was duly approved by the Board of
Directors of Medaphis on December 21, 1993.
3. Systemedics has 115.3 shares of Common Stock and 100 shares of Class
A Preferred Stock outstanding. Medaphis owns 115.3 shares of Common
Stock and 100 shares of Class A Preferred Stock of Systemedics.
4. Pursuant to subsection 14A:10-5.1(4) of the New Jersey Corporation
Act, the merger of Systemedics into Medaphis is to become effective
on December 31, 1993.
5. Applicable provisions of the laws of Delaware were, or upon
compliance with filing and recording requirements, will be complied
with in full.
6. Medaphis hereby agrees that it may be served with process in the
State of New Jersey in any proceeding for the enforcement of any
obligation of Systemedics and in any proceeding for the enforcement
of the rights of a dissenting shareholder of Systemedics against
Medaphis.
7. Medaphis hereby irrevocably appoints the Secretary of State of New
Jersey as its agent to accept service of process in any proceeding
described in Section 6 above. The address of Medaphis to which the
Secretary of State of New Jersey shall mail a copy of the process in
any such proceeding is: 2700 Cumberland Parkway, Suite 300, Atlanta,
Georgia 30339.
8. Medaphis hereby agrees that it will promptly pay to the dissenting
shareholders of Systemedics the amount, if any, to which they shall
be entitled under the provisions of Section 14A:10-7.1(c) of the New
Jersey Corporation Act with respect to the rights of dissenting
shareholders.
35
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
-------------------------
[CORPORATE SEAL] Title: Director
----------------------
ATTEST:
By: /s/ Pamela Topper
-----------------
Title: Secretary
--------------
36
STATE OF GEORGIA
COUNTY OF COBB
Before me, a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
-------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
STATE OF GEORGIA
COUNTY OF COBB
Before, me a notary public, on this day personally appeared Randolph
G. Brown, known to me to be the person whose name is subscribed to the
foregoing documents and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 21st day of December,
1993.
(Notarial Seal) /s/ Cynthia K. Gilmore
-------------------------------------
Notary Public, Cobb County, Georgia
My Commission Expires Sept. 19, 1996
37
State of Delaware PAGE 1
Office of the Secretary of State
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE SEVENTEENTH
DAY OF MARCH, A.D. 1995, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100 AUTHENTICATION: 7887813
960091512 DATE: 03-28-96
38
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/17/1995
95OO59546 - 2075933
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDAPHIS CORPOFMTION
Medaphis Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law (the
"DGCL"), DOES HEREBY CERTIFY:
1. That pursuant to an action duly and properly taken by the
Board of Directors of the Corporation at a Meeting held on January 27, 1995,
resolutions were duly adopted setting forth a proposed amendment of the Amended
and Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and referring said amendment to the stockholders of
the Corporation for consideration thereof and approval and adoption by the
stockholders at a special meeting of stockholders of the Corporation to be duly
called by the Board of Directors of the Corporation (the "Special Meeting").
The resolution setting forth the proposed amendment (the "Amendment") is as
follows:
RESOLVED, that Article Fourth of the Corporation's Amended and
Restated Certificate of Incorporation is hereby amended by deleting
in its entirety the first sentence of such Article and replacing it
with the following:
"The aggregate number of shares of all classes of stock
which the Corporation shall have authority to issue is
100,600,000, consisting of 100,000,000 shares of Common
Stock, $.01 par value (herein called "Common Stock"), and
600,000 shares of Non-Voting Common Stock, $.01 par value
(herein called "Non-Voting Stock").
39
2. That thereafter, pursuant to a resolution of the Board of
Directors calling for the Amendment to be submitted to a vote of the
stockholders at the Special Meeting, the Amendment was approved and adopted by
the stockholders at the Special Meeting, at which meeting the necessary number
of shares were voted in favor of the Amendment in accordance with Section 242
of the DGCL.
3. That the Amendment was duly adopted in accordance with
the provisions of Section 242 of the DGCL.
4. The undersigned officers of the Corporation hereby
acknowledge that the foregoing is the act and deed of the Corporation and that
the facts stated herein are true.
IN WITNESS WHEREOF, Medaphis Corporation has caused its corporate
seal to be affixed to this Certificate and has caused this Certificate to be
signed by the officers identified below this 17th day of March, 1995.
By: /s/ Randolph G. Brown
----------------------------------
Name: Randolph G. Brown
Title: Chairman, Chief Executive Officer
and President
Attest:
By: /s/ Pamela S. Topper
--------------------
Name: Pamela S. Topper
Title: Vice President,
General Counsel and
Secretary
[CORPORATE SEAL]
40
STATE OF GEORGIA )
COUNTY OF FULTON )
Before me, the undersigned authority, on this date personally
appeared Randolph G. Brown and Pamela S. Topper, known to me to be the persons
whose names are subscribed to the foregoing certificate, and acknowledged to me
that they executed the same for the purposes therein expressed.
Given under my hand and seal this 17th day of March, 1995.
/s/ Marilyn S. O'Neal
----------------------------
Notary Public in and for the
State of Georgia
[NOTARIAL SEAL]
-----------------------------
41
State of Delaware PAGE 1
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
CHANGE OF REGISTERED AGENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON
THE SIXTEENTH DAY OF AUGUST, A.D. 1995, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2075933 8100 AUTHENTICATlON: 7887814
960091512 DATE: 03-28-96
42
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/16/1995
950185793 - 2075933
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
MEDAPHIS CORPORATION
2. The registered office of the corporation within the State of Delaware
to 32 Loockerman Square, Suite L-100, City of Dover 19904, County of Kent.
3. The registered agent of the corporation within the State of Delaware
is hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on July 25, 1995
/s/ Pamela S. Topper
---------------------
Authorized Officer
PAMELA S. TOPPER
Vice President