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EXHIBIT 3.5
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
AMENDMENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-NINTH
DAY OF JULY, A.D. 1997, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8581042
DATE: 07-29-97
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CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED 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 as follows:
1. The amendment (the "Amendment") is as set forth below:
a. The first sentence of Article Fourth of the Corporation's
Amended and Restated Certificate of Incorporation is deleted and
replaced with the following:
"The aggregate number of shares of all classes of stock which
the Corporation shall have authority to issue is 220,600,000,
consisting of 200,000,000 shares of Common Stock, $.01 par value
(herein called "Common Stock"), 600,000 shares of Non-Voting Common
Stock, $.01 par value (herein called "Non-Voting Common Stock"), and
20,000,000 shares of Preferred Stock, no par value (herein called
"Preferred Stock")."
b. Article Fourth of the Corporation's Amended and Restated
Certificate of Incorporation is further amended by inserting the
following new Section II at the end of Article Fourth of the
Corporation's Amended and Restated Certificate of Incorporation:
"II.
PREFERRED STOCK
1. Issuance. The Preferred Stock may be issued, from
time to time, in one or more series, each of such series to have
such voting powers, full or limited or no voting powers, and such
designations, preferences, and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions
with respect thereto as are stated and expressed herein, in any
amendment or amendments to the Amended and Restated Certificate of
Incorporation, or in any resolution or resolutions establishing such
series as are adopted by the Board of Directors as hereinafter
provided, and as are acknowledged, filed and recorded in accordance
with the laws of the State of Delaware and as are not inconsistent
with this Article Fourth or any other provision of this Amended and
Restated Certificate of Incorporation.
2. Rights, Designations and Preferences. Authority is
hereby expressly granted to the Board of Directors, subject to the
provisions of this Article Fourth, to authorize the issuance of one or
more series of Preferred Stock with such voting powers, full or
limited, or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof as the Board of
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Directors may determine, including without limitation the foregoing,
to fix by resolution or resolutions providing for the issuance of each
such series:
(a) The distinctive designation of such
series and the number of shares which shall
constitute such series;
(b) The amount of the consideration to be
received for the shares of such series which shall be
capital;
(c) The cumulative or noncumulative nature of
the dividend to be paid;
(d) The dividend rate or rates to which such
shares shall be entitled and the restrictions,
limitations, and conditions upon the payment of such
dividends, the date or dates from which such
dividends, if declared, shall be payable;
(e) Whether or not the shares of such series
shall be redeemable; the limitations and restrictions
with respect to such redemptions (including whether
or not the shares of such series shall be redeemable
at the option of either the holder or the Corporation
or upon the happening of a specified event); the
manner of selecting shares of such series for
redemption if less than all the shares are to be
redeemed; the amount, if any, in addition to any
accrued dividends thereon which the holder of shares
of such series shall be entitled to receive upon the
redemption thereof, which amount may vary at
different redemption dates, may be subject to
adjustment and may be different with respect to
shares redeemed through the operation of any
purchase, retirement or sinking fund and with respect
to shares otherwise redeemed; and whether or not the
shares of such series, if redeemable, shall be
redeemable for cash, property or rights, including
securities of any other corporation;
(f) The amount which the holders of shares of
such series may be entitled to receive in addition to
any accumulated dividends upon the voluntary or
involuntary liquidation or dissolution of the
Corporation, which amount may vary depending upon
whether such liquidation or dissolution is voluntary
or involuntary and, if voluntary, may vary at
different dates; provided, however, that the merger
or consolidation of the Corporation or a sale, lease
or conveyance of all or part of the assets of the
Corporation shall not be deemed a liquidation or
dissolution;
(g) Whether or not the shares of such series
shall be subject to the operation of a purchase,
retirement, or sinking fund, and if so, whether such
purchase, retirement or sinking fund shall be
cumulative or noncumulative, and the extent to and
the manner in which such funds shall be applied to
the purchase or redemption of the shares of such
series for retirement or to other corporate purposes
and the terms and provisions relative to the
operation of said fund or funds;
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(h) Whether or not the shares of such series
shall be convertible into, or exchangeable for,
shares of stock of any other class or classes, or of
any other series of the same class, and if so
convertible or exchangeable, the price or prices or
the rate or rates of conversion or exchange and the
method, if any, of adjusting the same;
(i) The voting rights, if any, of such
series, but not to exceed one vote per share, and
whether such voting rights shall be contingent upon
the happening of a specified event and whether such
voting rights shall cease upon the happening of a
specified event; and
(j) Any other preferences and relative,
participating, optional, or other special rights, and
qualifications, limitations or restrictions thereof
not inconsistent with this Article Fourth or any
other provision of this Amended and Restated
Certificate of Incorporation.
3. Additional Authority of Board of Directors. The
Board of Directors also shall have authority to change the
designation of shares, or the relative rights, preferences and
limitations of the shares, of any theretofore established
series of Preferred Stock, no share of which has been issued,
and further, the Board shall have authority to increase or
decrease the number of shares of any series previously
determined by it (provided, however, that the number of shares
of any series shall not be decreased to a number less than
that of the shares of that series then outstanding).
4. Series. All shares of any one series of Preferred
Stock shall be identical with each other in all respects,
except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon shall
be cumulative; and all series shall rank equally and be
identical in all respects, except as permitted by the
provisions of this Section II of this Article Fourth.
5. Issued and Reacquired Shares. Shares of Preferred
Stock which have been issued and reacquired in any manner by
the Corporation (excluding, until the Corporation elects to
retire them, shares which the Corporation elects to hold as
treasury shares) shall, upon compliance with any applicable
provisions of the General Corporation Law of the State of
Delaware, have the status of authorized and unissued shares of
Preferred Stock and may be reissued as a part of the series of
which they were originally a part (provided the terms of such
series do not prohibit such reissue) or as part of a new
series of Preferred Stock to be established as provided in
this Section II of this Article Fourth or as part of any other
series of Preferred Stock the terms of which do not prohibit
such reissue.
6. Voting Rights. (a) So long as any of the
Preferred Stock is outstanding, the holders of the outstanding
shares of Preferred Stock, if any, shall be entitled to vote
as a class upon any proposed amendment to the Amended and
Restated Certificate of Incorporation, whether or not entitled
to vote thereon by the provisions of this Article Fourth and
the resolutions
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adopted by the Board of Directors hereunder, if the amendment
would increase or decrease the aggregate number of authorized
shares of Preferred Stock, increase or decrease the par value
of such shares, or alter or change the powers, preferences, or
special rights of the shares of Preferred Stock so as to
affect them adversely. If any proposed amendment to the
Amended and Restated Certificate of Incorporation would alter
or change the powers, preferences or special rights of one or
more series of the Preferred Stock so as to affect them
adversely, but shall not so affect the entire class of
Preferred Stock, then only the shares of the one or more
series so affected by the amendment shall be entitled to vote
thereon and such voting shall be accomplished as if such one
or more series constituted a separate class of Preferred
Stock.
(b) Any amendment with respect to which the vote
required by this paragraph 6 shall be given may be made
effective by the filing of an appropriate certificate of
amendment of the Corporation's Amended and Restated
Certificate of Incorporation without obtaining the vote of the
holders of the Common Stock of the Corporation, and the
holders of the Common Stock shall have no right to vote
thereon, unless the action to be taken would adversely affect
the preferences, rights, or powers of such class of Common
Stock or the holders thereof; and provided further that any
vote required concerning a given series of the Preferred Stock
may be given and made effective by filing an appropriate
amendment of the Corporation's Amended and Restated
Certificate of Incorporation without obtaining a vote of the
holders of any other series of Preferred Stock or of the
holders of the Common Stock of the Corporation and the holders
of such shares shall have no right to vote thereon, unless the
action to be taken would adversely affect the preferences,
rights, or powers of such other series of Preferred Stock or
the Common Stock, as the case may be.
7. Dividends; Rank. For the purpose of this Section
II of this Article Fourth and of any resolution or resolutions
adopted by the Board of Directors establishing any series of
Preferred Stock and acknowledged, filed and recorded in
accordance with the laws of the State of Delaware (unless
otherwise provided in any such amendment or certificate):
(a) The amount of dividends "accumulated" on
any share of Preferred Stock or any series as at any
dividend date shall be deemed to be the amount of any
unpaid dividends accumulated thereon to and including
such dividend date, whether or not earned or
declared, and the amount of dividends "accumulated"
on any share of Preferred Stock or any series as at
any date other than a dividend date shall be
calculated as the amount of any unpaid dividends
accumulated thereon to and including the last
preceding dividend date, whether or not earned or
declared, plus any amount equivalent to the pro rata
portion of a dividend at the annual dividend rate
fixed for the shares of such series for the period
after such last preceding dividend date to and
including the date as of which the calculation is
made.
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(b) Any class or classes of stock of the
Corporation shall be deemed to rank:
(i) prior to the Preferred Stock either
as to dividends or upon liquidation if the
holders of such class or classes shall be
entitled to the receipt of dividends or of
amounts distributable upon liquidation or
dissolution, as the case may be, in
preference or priority to the holders of the
Preferred Stock;
(ii) on a parity with the Preferred
Stock either as to dividends or upon
liquidation whether or not the dividend
rates, dividend payment dates, or redemption
or liquidation prices per share thereof be
different from those of the Preferred Stock,
if the holders of such class or classes of
stock shall be entitled to the receipt of
dividends or of amounts distributable upon
liquidation or dissolution, as the case may
be, in proportion to their respective
dividend rates or liquidation prices, without
preferences or priority one over the other
with respect to the holders of the Preferred
Stock; and
(iii) junior to the Preferred Stock
either as to dividends or upon liquidation if
the rights of the holders of such class or
classes shall be subject or subordinate to
the rights of the holders of the Preferred
Stock in respect of the receipt of dividends
or of amounts distributable upon liquidation
or dissolution, as the case may be.
8. Priority Over Common Stock. So long as
the shares of Preferred Stock shall be outstanding,
the Common Stock shall be deemed to rank junior to
the Preferred Stock as to dividends and upon
liquidation."
2. The Amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
3. The undersigned officer of the Corporation hereby acknowledges
that the foregoing is the act and deed of the Corporation and that the facts
stated herein are true.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be affixed to this Certificate and has caused this Certificate to be signed
this 9th day of July, 1997.
By: /s/ David E. McDowell
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David E. McDowell
Chairman and Chief Executive Officer
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