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EXHIBIT 3.2
ARTICLES OF INCORPORATION OF ABR INFORMATION SERVICES, INC.,
AS AMENDED TO DATE
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ARTICLES OF INCORPORATION
OF
ABR INFORMATION SERVICES, INC.
THE UNDERSIGNED, acting as sole incorporator of ABR
INFORMATION SERVICES, INC (hereinafter, the "Corporation") under the Florida
Business Corporation Act, Chapter 607 of the Florida Statutes, as hereafter
amended and modified (the "FBCA"), hereby adopts the following Articles of
Incorporation for the Corporation, effective as of February 21, 1994 pursuant
to Section 607.0203(1) of the Florida Statutes:
ARTICLE I
NAME
The name of the Corporation is:
ABR INFORMATION SERVICES, INC.
ARTICLE II
BUSINESS AND ACTIVITIES
The Corporation may, and is authorized to, engage in any
activity or business now or hereafter permitted under the laws of the United
States and of the State of Florida.
ARTICLE III
CAPITAL STOCK
3.1 Authorized Shares. The total number of shares of all
classes of capital stock that the Corporation shall have the authority to issue
shall be 22,250,000 shares, of which 20,250,000 shares shall be Common Stock
having a par value of $0.01 per share ("Common Stock") and 2,000,000 shares
shall be Preferred Stock, par value of $0.01 per share ("Preferred Stock"). Of
the Common Stock, 20,000,000 shares shall be voting shares ("Voting Common
Stock") and 250,000 shares shall be nonvoting shares ("Nonvoting Common
Stock"). Following the issuance by the Corporation of any shares of Nonvoting
Common Stock, and the transfer or other disposition of any such Nonvoting
Common Stock by the initial holder thereof, each share of Nonvoting Common
Stock that is so transferred or disposed of, automatically and without further
action on the part of the Corporation, shall be converted into the right to
receive one share of Voting Common Stock. Except as otherwise provided in
these Articles of Incorporation, each share of Nonvoting
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Common Stock shall have the same rights as and be identical in all
respects to each share of Voting Common Stock. The Board of Directors is
expressly authorized, pursuant to Section 607.0602 of the FBCA, to provide for
the classification and reclassification of any unissued shares of Common Stock
or Preferred Stock and the issuance thereof in one or more classes or series
without the approval of the shareholders of the Corporation, all within the
limitations set forth in Section 607.0601 of the FBCA.
3.2 Common Stock.
(a) Relative Rights. The Common Stock shall be
subject to all of the rights, privileges, preferences and priorities of the
Preferred Stock as set forth in the Articles of Amendment to these Articles of
Incorporation that may hereafter be filed pursuant to Section 607.0602 of the
FBCA to establish the respective series of the Preferred Stock. Except as
otherwise provided in these Articles of Incorporation, each share of Common
Stock shall have the same rights as and be identical in all respects to all the
other shares of Common Stock.
(b) Voting Rights. Except as otherwise provided by
the FBCA and except as may be determined by the Board of Directors with respect
to the Preferred Stock, only the holders of Voting Common Stock shall be
entitled to vote for the election of directors of the Corporation and for all
other corporate purposes. Upon any such vote, each holder of Voting Common
Stock shall, except as otherwise provided by the FBCA, be entitled to one vote
for each share of Voting Common Stock held by such holder. Except as otherwise
provided by the FBCA, each holder of Nonvoting Common Stock shall not be
entitled to vote for the election of directors of the Corporation or for any
other corporate purpose.
(c) Dividends. Whenever there shall have been paid,
or declared and set aside for payment, to the holders of the shares of any
class of stock having preference over the Common Stock as to the payment of
dividends, the full amount of dividends and of sinking fund or retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then the holders of record of the Common Stock and any
class or series of stock entitled to participate therewith as to dividends,
shall be entitled to receive dividends, when, as, and if declared by the Board
of Directors, out of any assets legally available for the payment of dividends
thereon.
(d) Dissolution, Liquidation, Winding Up. In the
event of any dissolution, liquidation, or winding up of the Corporation,
whether voluntary or involuntary, the holders of record of the Common Stock
then outstanding, and all holders of any class or series of stock entitled to
participate therewith in whole or in part, as to the distribution of assets,
shall become entitled to participate in the distribution of assets of the
Corporation remaining after the Corporation shall have
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paid , or set aside for payment, to the holders of any class of stock having
preference over the Common Stock in the event of dissolution, liquidation, or
winding up, the full preferential amounts (if any) to which they are entitled,
and shall have paid or provided for payment of all debts and liabilities of the
Corporation.
3.3 Preferred Stock.
(a) Issuance, Designations, Powers, Etc. The Board
of Directors is expressly authorized, subject to the limitations prescribed by
the FBCA and the provisions of these Articles of Incorporation, to provide, by
resolution and by filing Articles of Amendment to these Articles of
Incorporation, which, pursuant to Section 607.0602(4) of the FBCA shall be
effective without shareholder action, for the issuance from time to time of the
shares of the Preferred Stock in one or more series, to establish from time to
time the number of shares to be included in each such series, and to fix the
designations, powers, preferences and other rights of the shares of each such
series and to fix the qualifications, limitations and restrictions thereon,
including, but without limiting the generality of the foregoing, the following:
1. the number of shares constituting
that series and the distinctive
designation of that series;
2. the dividend rate on the shares of
that series, whether dividends shall
be cumulative, noncumulative or
partially cumulative and, if so,
from which date or dates, and the
relative rights of priority, if any,
of payments of dividends on shares
of that series;
3. whether that series shall have
voting rights, in addition to the
voting rights provided by the FBCA,
and, if so, the terms of such voting
rights;
4. whether that series shall have
conversion privileges, and, if so,
the terms and conditions of such
conversion, including provision for
adjustment of the conversion rate in
such events as the Board of
Directors shall determine;
5. whether or not the shares of that
series shall be redeemable, and, if
so, the terms and conditions of such
redemption, including the dates upon
or after which they shall be
redeemable, and the amount per share
payable in case of redemption, which
amount
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may vary under different conditions
and at different redemption dates;
6. whether that series shall have a
sinking fund for the redemption or
purchase of shares of that series,
and, if so, the terms and amount of
such sinking fund;
7. the rights of the shares of that
series in the event of voluntary or
involuntary liquidation,
dissolution, or winding up of the
Corporation, and the relative rights
of priority, if any, of payment of
shares of that series; and
8. any other relative powers,
preferences, and rights of that
series, and qualifications,
limitations or restrictions on that
series.
(b) Dissolution, Liquidation, Winding Up. In the
event of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of Preferred Stock of each series shall
be entitled to receive only such amount or amounts as shall have been fixed by
the Articles of Amendment to these Articles of Incorporation or by the
resolution or resolutions of the Board of Directors providing for the issuance
of such series.
3.4. No Preemptive Rights. Except as the Board of
Directors may otherwise determine, no shareholder of the Corporation shall have
any preferential or preemptive right to subscribe for or purchase from the
Corporation any new or additional shares of capital stock, or securities
convertible into shares of capital stock, of the Corporation, whether now or
hereafter authorized.
ARTICLE IV
BOARD OF DIRECTORS
4.1 Classification. Except as otherwise provided in these
Articles of Incorporation or Articles of Amendment filed pursuant to Section
3.3 hereof relating to the rights of the holders of any class or series of
Preferred Stock, voting separately by class or series, to elect additional
directors under specified circumstances, the number of directors of the
Corporation shall be as fixed from time to time by or pursuant to these
Articles of Incorporation or by bylaws of the Corporation (the "Bylaws"). The
directors, other than those who may be elected by the holders of any class or
series of Preferred Stock voting separately by class or series, shall be
classified, with respect to the time for which they severally hold office, into
three classes, Class I, Class II and Class III, each of which shall be as
nearly equal in number
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as possible, and shall be adjusted from time to time in the manner specified in
the Bylaws to maintain such proportionality. Each initial director in Class I
shall hold office for a term expiring at the 1996 annual meeting of the
shareholders; each initial director in Class II shall hold office for a term
expiring at the 1995 annual meeting of the shareholders; and each initial
director in Class III shall hold office for a term expiring at the 1994 annual
meeting of the shareholders. Notwithstanding the foregoing provisions of this
Section 4.1, each director shall serve until such director's successor is duly
elected and qualified or until such director's earlier death, resignation or
removal. At each annual meeting of the shareholders, the successors to the
class of directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of the shareholders held in
the third year following the year of their election and until their successors
shall have been duly elected and qualified or until such director's earlier
death, resignation or removal.
4.2 Removal.
(a) Removal For Cause. Except as otherwise provided
pursuant to the provisions of these Articles of Incorporation or Articles of
Amendment relating to the rights of the holders of any class or series of
Preferred Stock, voting separately by class or series, to elect directors under
specified circumstances, any director or directors may be removed from office
at any time, but only for cause (as defined in Section 4.2(b) hereof) and only
by the affirmative vote, at a special meeting of the shareholders called for
such a purpose, of not less than sixty-six and two-thirds percent (66 2/3%) of
the total number of votes of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, but only if notice of such proposed removal was
contained in the notice of such meeting. At least thirty (30) days prior to
such special meeting of shareholders, written notice shall be sent to the
director or directors whose removal will be considered at such meeting. Any
vacancy on the Board of Directors resulting from such removal or otherwise
shall be filled only by vote of a majority of the directors then in office,
although less than a quorum, and any director so chosen shall hold office until
the next election of the class for which such director shall have been chosen
and until his or her successor shall have been elected and qualified or until
any such director's earlier death, resignation or removal.
(b) "Cause" Defined. For the purposes of this
Section 4.2, "cause" shall mean (i) misconduct as a director of the Corporation
or any subsidiary of the Corporation which involves dishonesty with respect to
a substantial or material corporate activity or corporate assets, or (ii)
conviction of an offense punishable by one (1) or more years of imprisonment
(other than minor regulatory infractions and traffic violations which do not
materially and adversely affect the Corporation).
4.3 Change of Number of Directors. In the event of any
increase or decrease in the authorized number of directors, the newly created
or eliminated
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directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to maintain
such classes as nearly equal as possible. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
4.4 Directors Elected by Holders of Preferred Stock.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect one or more directors at an
annual or special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of these Articles of Incorporation, as amended by Articles of
Amendment applicable to such classes or series of Preferred Stock, and such
directors so elected shall not be divided into classes pursuant to this Article
IV unless expressly provided by the Articles of Amendment applicable to such
classes or series of Preferred Stock.
4.5 Exercise of Business Judgment. In discharging his or
her duties as a director of the Corporation, a director may consider such
factors as the director considers relevant, including the long-term prospects
and interests of the Corporation and its shareholders, the social, economic,
legal, or other effects of any corporate action or inaction upon the employees,
suppliers, customers of the Corporation or its subsidiaries, the communities
and society in which the Corporation or its subsidiaries operate, and the
economy of the State of Florida and the United States.
4.6 Initial Directors. The number of directors
constituting the initial Board of Directors of the Corporation is five (5).
The number of directors may be increased or decreased from time to time as
provided in the Bylaws, but in no event shall the number of directors be less
than three (3). The names and addresses of the persons who are to serve as
initial directors in each class until successor directors are duly elected and
qualified are as follows:
Class I
James E. MacDougald 34125 U.S. Highway 19 North
Palm Harbor, FL 34684-2116
Thomas F. Costello 34125 U.S. Highway 19 North
Palm Harbor, FL 34684-2116
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Class II
Stephen R. Hood 34125 U.S. Highway 19 North
Palm Harbor, FL 34684-2116
Mark M. Goldman 34125 U.S. Highway 19 North
Palm Harbor, FL 34684-2116
Class III
Suzanne M. MacDougald 34125 U.S. Highway 19 North
Palm Harbor, FL 34684-2116
ARTICLE V
ACTION BY SHAREHOLDERS
5.1 Call For Special Meeting. Special meetings of the
shareholders of the Corporation may be called at any time, but only by (a) the
Chairman of the Board of the Corporation, (b) a majority of the directors in
office, although less than a quorum, and (c) the holders of not less than
thirty-five percent (35%) of the total number of votes of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
5.2 Shareholder Action By Unanimous Written Consent. Any
action required or permitted to be taken by the shareholders of the Corporation
must be effected at a duly called annual or special meeting of the
shareholders, and may not be effected by any consent in writing by such
shareholders, unless such written consent is unanimous.
ARTICLE VI
INDEMNIFICATION
6.1 Provision of Indemnification. The Corporation shall, to
the fullest extent permitted or required by the FBCA, including any amendments
thereto (but in the case of any such amendment, only to the extent such
amendment permits or requires the Corporation to provide broader
indemnification rights than prior to such amendment), indemnify its Directors
and Executive Officers against any and all Liabilities, and advance any and all
reasonable Expenses, incurred thereby in any Proceeding to which any such
Director or Executive Officer is a Party or in which such Director or Executive
Officer is deposed or called to testify as a witness because he
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or she is or was a Director or Executive Officer of the Corporation. The
rights to indemnification granted hereunder shall not be deemed exclusive of
any other rights to indemnification against Liabilities or the advancement of
Expenses which a Director or Executive Officer may be entitled under any
written agreement, Board of Directors' resolution, vote of shareholders, the
Act, or otherwise. The Corporation may, but shall not be required to,
supplement the foregoing rights to indemnification against Liabilities and
advancement of Expenses by the purchase of insurance on behalf of any one or
more of its Directors or Executive Officers whether or not the Corporation
would be obligated to indemnify or advance Expenses to such Director or
Executive Officer under this Article. For purposes of this Article, the term
"Directors" includes former directors of the Corporation and any director who
is or was serving at the request of the Corporation as a director, officer,
employee, or agent of another Corporation, partnership, joint venture, trust,
or other enterprise, including, without limitation, any employee benefit plan
(other than in the capacity as an agent separately retained and compensated for
the provision of goods or services to the enterprise, including, without
limitation, attorneys-at-law, accountants, and financial consultants). The
term "Executive Officers" includes those individuals who are or were at any
time "executive officers" of the Corporation as defined in Securities and
Exchange Commission Rule 3b-7 promulgated under the Securities Exchange Act of
1934, as amended. All other capitalized terms used in this Article VI and not
otherwise defined herein have the meaning set forth in Section 607.0850,
Florida Statutes (1991). The provisions of this Article VI are intended solely
for the benefit of the indemnified parties described herein, their heirs and
personal representatives and shall not create any rights in favor of third
parties. No amendment to or repeal of this Article VI shall diminish the
rights of indemnification provided for herein prior to such amendment or
repeal.
ARTICLE VII
AMENDMENTS
7.1 Articles of Incorporation. Notwithstanding any other
provision of these Articles of Incorporation or the Bylaws of the Corporation
(and notwithstanding that a lesser percentage may be specified by law) the
affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the total
number of votes of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required (unless separate voting by
classes is required by the FBCA, in which event the affirmative vote of
sixty-six and two-thirds percent (66 2/3%) of the number of shares of each
class or series entitled to vote as a class shall be required), to amend or
repeal, or to adopt any provision inconsistent with the purpose or intent of,
Articles IV, V, VI or this Article VII of these Articles of Incorporation.
Notice of any such proposed amendment, repeal or adoption shall be contained in
the notice of the meeting at which it is to be considered. Subject to the
provisions set forth herein, the Corporation reserves the
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right to amend, alter, repeal or rescind any provision contained in these
Articles of Incorporation in the manner now or hereafter prescribed by law.
7.2 Bylaws. The shareholders of the Corporation may
adopt or amend a bylaw which fixes a greater quorum or voting requirement for
shareholders (or voting groups of shareholders) than is required by the FBCA.
The adoption or amendment of a bylaw that adds, changes or deletes a greater
quorum or voting requirement for shareholders must meet the same quorum or
voting requirement and be adopted by the same vote and voting groups required
to take action under the quorum or voting requirement then in effect or
proposed to be adopted, whichever is greater.
ARTICLE VIII
INITIAL REGISTERED OFFICE AND AGENT
The address of the initial Registered Office of the
Corporation is 34125 U.S. Highway 19 North, Palm Harbor, FL 34684-2116, and
the initial Registered Agent at such address is Vincent Addonisio.
ARTICLE IX
PRINCIPAL OFFICE AND MAILING ADDRESS
The address of the Principal Office of the Corporation and its
mailing address is 34125 US Highway 19 North, Suite 300, Palm Harbor, Florida
34684-2116. The location of the Principal Office and the mailing address shall
be subject to change as may be provided in the Bylaws.
ARTICLE X
INCORPORATOR
The name and address of the sole incorporator of the
corporation is: Thomas E. Lange, Foley & Lardner, 100 North Tampa Street,
Tampa, FL 33602.
IN WITNESS WHEREOF, these Articles of Incorporation have been
signed by the undersigned incorporator this 17th day of February, 1994.
/s/ Thomas E. Lange
_____________________________
Thomas E. Lange, Incorporator
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ACCEPTANCE OF APPOINTMENT BY INITIAL
REGISTERED AGENT
THE UNDERSIGNED, having been named in Article VIII of the
foregoing Articles of Incorporation as initial Registered Agent at the office
designated therein, hereby accepts such appointment and agrees to act in such
capacity. The undersigned hereby states that he is familiar with, and hereby
accepts, the obligations set forth in Section 607.0505, Florida Statutes, and
the undersigned will further comply with any other provisions of law made
applicable to him as Registered Agent of the Corporation.
DATED, this 17th day of February, 1994.
/s/ Vincent Addonisio
____________________________
Vincent Addonisio
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