RESTATED
CERTIFICATE OF INCORPORATION
OF
Unilab Corporation
UNILAB CORPORATION, a Delaware corporation, hereby certifies
as follows:
1. The name of the Corporation is Unilab Corporation. The date
of the filing of its original Certificate of Incorporation with the Secretary of
State of the State of Delaware was September 24, 1990, and the Corporation filed
a Certificate of Amendment to its Certificate of Incorporation with the
Secretary of State of the State of Delaware on May 23, 1991.
2. This Restated Certificate of Incorporation amends and
restates the provisions of the Certificate of Incorporation of the Corporation
and was duly adopted in accordance with the provisions of Sections 242 and 245
of the General Corporation Law of the State of Delaware.
3. The text of the Certificate of Incorporation is hereby
amended and restated in its entirety to read as follows:
"ARTICLE I
Name
The name of the corporation is DPD Holdings Inc. (the "Corporation").
ARTICLE II
Registered Office and Registered Agent
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. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.
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ARTICLE III
Corporate Purpose
The purpose of the Corporation 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 (the "General Corporation Law").
ARTICLE IV
Capital Stock
The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 10,000, all of which shall be
shares of Common Stock, par value $.01 per share.
ARTICLE V
Directors
SECTION 1. Elections of directors of the Corporation need not
be by written ballot, except and to the extent provided in the By-laws of the
Corporation.
SECTION 2. To the fullest extent permitted by the General
Corporation Law as it now exists and as it may hereafter be amended, 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.
ARTICLE VI
Indemnification of Directors, Officers and Others
SECTION 1. The Corporation shall to the fullest extent
permitted by the provisions of the General Corporation Law of Delaware, as now
or hereafter in effect, indemnify all persons whom it may indemnify under such
provisions. The indemnification provided by this Section shall not limit or
exclude any rights, indemnities or limitations of liability to which any person
may be entitled whether as a matter of law, under the By-laws of the
Corporation, by agreement, vote of the stockholders or disinterested directors
of the Corporation or otherwise.
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SECTION 2. The personal liability of the directors of the
Corporation is hereby eliminated to the fullest extent permitted by paragraph
(7) of Subsection (b) of Section 102 of the General Corporation Law of Delaware,
as the same may be amended and supplemented.
ARTICLE VII
By-laws
The directors of the Corporation shall have the power to
adopt, amend or repeal by-laws.
ARTICLE VIII
Reorganization
Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
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ARTICLE IX
Amendment
The Corporation reserves the right to amend, alter, change or
repeal any provision of this Certificate of Incorporation, in the manner now or
hereafter prescribed by law, and all rights conferred on stockholders in this
Certificate of Incorporation are subject to this reservation."
IN WITNESS WHEREOF, DPD HOLDINGS INC. has caused this
certificate to be signed by Andrew H. Baker, its Chairman of the Board,
President and Chief Executive Officer, and attested by Mark L. Bibi, its
Secretary, as of this 10th day of November, 1993.
UNILAB CORPORATION
By /s/ Andrew H. Baker
----------------------------
Andrew H. Baker
Chairman of the Board,
President and
Chief Executive Officer
ATTEST:
/s/ Mark L. Bibi
- ---------------------------
Mark L. Bibi
Secretary
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CERTIFICATE OF MERGER
OF
AMERICAN CLINICAL LABORATORIES, INC.
DAMON CLINICAL LABORATORIES, INC.
DAMON CLINICAL LABORATORIES-HOUSTON, INC.
MEDLAB INC.
MPC LABORATORY, INC.
NICHOLS INSTITUTE PROFESSIONAL SERVICES ORGANIZATION, INC.
NICHOLS GP CORPORATION
NICHOLS LP CORPORATION
NICHOLS INSTITUTE SUBSTANCE ABUSE TESTING LABORATORIES, INC.
PATHLAB, INC.
AND
REDWOOD MEDICAL LABORATORY
INTO
DPD HOLDINGS INC.
Pursuant to Section 252 of the General
Corporation Law of the State of Delaware
* * * *
The undersigned hereby certifies that:
1. The name of and state of incorporation of each of the constituent
corporations are as follows:
Name State of Incorporation
AMERICAN CLINICAL LABORATORIES, INC. California
DAMON CLINICAL LABORATORIES, INC. Texas
DAMON CLINICAL LABORATORIES - Texas
HOUSTON, INC.
MEDLAB INC. Oregon
MPC LABORATORY, INC. Texas
NICHOLS INSTITUTE PROFESSIONAL California
SERVICES ORGANIZATION, INC.
NICHOLS GP CORPORATION California
NICHOLS LP CORPORATION California
NICHOLS INSTITUTE SUBSTANCE ABUSE Delaware
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TESTING LABORATORIES, INC.
PATHLAB, INC. Texas
REDWOOD MEDICAL LABORATORY California
DPD HOLDINGS INC. Delaware
2. An Agreement and Plan of Merger dated as of December 6, 1994 (the
"Merger Agreement") among each of the constituent corporations has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 252(c)
of the General Corporation Law of the State of Delaware.
3. The name of the surviving corporation is DPD Holdings Inc.
4. The Certificate of Incorporation of DPD Holdings Inc. in effect at
the effective time of the merger shall be the Certificate of Incorporation of
the surviving corporation.
5. The surviving corporation is a corporation of the State of Delaware.
6. The executed Merger Agreement is on file at the principal place of
business of the surviving corporation at One Malcolm Avenue, Teterboro, New
Jersey 07608.
7. A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
8. The authorized capital stock of each constituent corporation which
is not a Delaware corporation is as follows:
Name Authorized Capital Stock
AMERICAN CLINICAL LABORATORIES, INC. 50,000 shares, no par value
DAMON CLINICAL LABORATORIES, INC. 1,000 shares, no par value
DAMON CLINICAL LABORATORIES - 1,000 shares, no par value
HOUSTON, INC
MEDLAB, INC. 375,000 shares, no par value
MPC LABORATORY, INC 1,000 shares, $.01 par value
NICHOLS INSTITUTE PROFESSIONAL 10,000 shares, no par value
SERVICES ORGANIZATION, INC.
NICHOLS GP CORPORATION 1,000 shares, $.01 par value
NICHOLS LP CORPORATION 1,000 shares, $.01 par value
PATHLAB, INC. 1,000 shares, $.01 par value
REDWOOD MEDICAL LABORATORY 75,000 shares, $1.00 par value
9. That the merger shall become effective at 9:00 P.M. on December 30,
1994.
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IN WITNESS WHEREOF, this Certificate of Merger has been
executed on this 6th day of December, 1994.
Attest: DPD HOLDINGS INC.
/s/ Leo C. Farrenkopf, Jr. By: /s/ James D. Chambers
- -------------------------- -------------------------
Leo C. Farrenkopf, Jr. James D. Chambers
Secretary Vice President
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