Exhibit 3.1
ARTICLES OF INCORPORATION
of
SALVATORI OPHTHALMICS, INC.
These Articles of Incorporation are made and subscribed for the purpose
of organizing a corporation for profit under the Florida General Corporation
Act, Chapter 607, Florida Statutes.
I.
NAME
The name of this corporation is:
Salvatori Ophthalmics, Inc.
II.
PURPOSE
This corporation is organized for the purpose of transacting any or all
lawful business.
III.
CAPITAL STOCK
This corporation is authorized to issue ten thousand (10,000) shares of
common stock, par value one dollar ($1.00) per share.
IV.
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 1550 Ringling Boulevard, Sarasota, Florida, and the name of the
initial registered agent of this corporation at that address is William
G. Lambrecht.
V.
INITIAL BOARD OF DIRECTORS
The initial board of directors of the corporation shall be elected by
the Incorporator at the first meeting of the Incorporator.
VI.
INCORPORATOR
The name and address of the person signing these Articles is:
William G. Lambrecht
1550 Ringling Boulevard
Sarasota, Florida
VII.
BYLAWS
The power to adopt, alter, amend or repeal Bylaws shall be vested in
the shareholders and except to the extent limited by the shareholders,
in the board of directors.
VIII.
DURATION
The existence of this corporation shall commence on the date of
subscription and acknowledgment of these Articles, and shall be
perpetual.
IX.
AMENDMENT
This corporation reserves the right to amend, alter, change or repeal
any provisions contained in these Articles of Incorporation, or any
amendment hereto, in the manner now or hereafter prescribed by law, and
any right conferred on the stockholders is subject to this reservation.
IN WITNESS WHEREOF, the undersigned subscriber has executed these
Articles of Incorporation this 11th day of December, 1985.
/s/ William G. Lambrecht (SEAL)
William G. Lambrecht
2
ARTICLES OF AMENDMENT
of
SALVATORI OPHTHALMICS, INC.
The Articles of Incorporation of Salvatori Ophthalmics, Inc., a Florida
corporation, were amended by the shareholders of the corporation on August 20,
1987, by striking Article III in its entirety and by substituting in its place
the following:
ARTICLE III
CAPITAL STOCK
This corporation is authorized to issue twenty million (20,000,000)
shares of common stock, par value one cent ($0.01) per share.
Upon amendment of this Article, each outstanding share of common stock,
$1.00 par value each, is split up and converted into 575 shares of common stock,
$0.01 par value.
IN WITNESS WHEREOF, the President and Secretary of this corporation
have executed these Articles of Amendment, this 20th day of August 1987.
/s/ David J. Dougherty
David J. Dougherty
President
/s/ Lawrence J. Magill
Lawrence J. Magill
Assistant Secretary
ARTICLES OF AMENDMENT
of
SALVATORI OPHTHALMICS, INC.
The Articles of Incorporation of Salvatori Ophthalmics, Inc., a Florida
corporation, were amended by the holders of a majority of the shares of common
stock of the corporation September 21, 1987, by adding thereto at the end
thereof the following Article X:
X.
CERTAIN LAWS INAPPLICABLE
The corporation elects not to be governed by Sections 607.108 and
607.109, Florida Statutes.
IN WITNESS WHEREOF, the President and Secretary of this corporation
have executed these Articles of Amendment, this 21st day of September 1987.
/s/ David J. Dougherty, President
David J. Dougherty, President
/s/ Anthony L. Salvatori, Secretary
Anthony L. Salvatori, Secretary
ARTICLES OF AMENDMENT
OF
SALVATORI OPHTHALMICS, INC.
The Articles of Incorporation of Salvatori Ophthalmics, Inc., a Florida
corporation, were amended by the written consent, dated December 1, 1988, of the
holders of a majority of the shares of common stock, $0.01 par value, of the
corporation, by striking Article III in its entirety, and by substituting in its
place the following:
ARTICLE III
CAPITAL STOCK
This corporation is authorized to issue two hundred million
(200,000,000) shares of common stock, par value ($0.001) per share.
Each share of common stock, $0.01 par value, heretofore outstanding is hereby
split up and converted into ten (10) shares of common stock, $0.001 par value.
Each person who has heretofore been a holder of record of shares of common
stock, $0.01 par value, shall hereafter be deemed to hold ten shares of common
stock, $0.001 par value, for each share of common stock, $0.01 par value,
heretofore held. Each holder shall be entitled to receive a certificate or
certificates evidencing said shares of common stock, $0.001 par value, upon
surrender of a certificate or certificates evidencing shares of common stock,
$0.01 par value.
IN WITNESS WHEREOF, the President and Secretary of this corporation
have executed these Articles of Amendment, this 8th day of December, 1988.
/s/ David J. Dougherty
David J. Dougherty
President
/s/ Anthony L. Salvatori
Anthony L. Salvatori
Secretary or Assistant Secretary
ARTICLES OF AMENDMENT
OF
SALVATORI OPHTHALMICS, INC.
These Articles of Amendment of Salvatori Ophthalmics, Inc., a Florida
corporation, were adopted on March 27, 1990, by written consent of the holders
of a majority of the shares of common stock of the corporation, by striking
Article III in its entirety, and substituting in its place the following,
effective as of March 30, 1990:
ARTICLE III
CAPITAL STOCK
This corporation is authorized to issues twenty million (20,000,000)
shares of common stock, par value one cent ($0.01) per share.
Each person who, on March 30, 1990 (the "Payment Date"), is the holder
of shares of common stock of the corporation, par value $0.001 per share ("Old
Shares"), shall, for each twenty-five Old Shares held on the Payment Date, be
deemed to hold one share of common stock, par value $0.01 per share ("New
Share"), after the Payment Date. A certificate evidencing Old Shares prior to
the Payment Date shall, after the Payment Date, be deemed to evidence the number
of New Shares determined by multiplying by 0.04 the number of Old Shares stated
on the certificate. The holder of a certificate evidencing Old Shares shall have
the right, after the Payment Date, to exchange the certificate for a certificate
evidencing the appropriate number of New Shares. No fractional New Shares shall
be issued. The number of New Shares issuable to a holder shall be rounded to the
nearest whole number of New Shares. Whenever the number of New Shares is rounded
to the next lower whole number, the holder shall be entitled, in accordance with
reasonable procedures established by the corporation, to be paid cash for the
fractional interest, in an amount based upon the average of the bid and asked
prices of the common stock of the corporation as of the Payment Date.
/s/ David J. Dougherty
David J. Dougherty
President
/s/ Lawrence J. Magill
Lawrence J. Magill
Assistant Secretary
ARTICLES OF AMENDMENT
of
SALVATORI OPHTHALMICS, INC.
Salvatori Ophthalmics, Inc., a Florida corporation (the "Corporation"),
amended its Articles of Incorporation effective as of the close of business on
February 28, 1992, by striking Article III in its entirety and by substituting
in its place the following:
ARTICLE III
CAPITAL STOCK
This Corporation is authorized to issue twenty million
(20,000,000) shares of common stock, par value five cents
($0.05) per share.
Each person who, at the close of business on February 28, 1992 (the
"Effective Date"), is the holder of shares of common stock of the Corporation,
par value $0.01 per share ("Old Shares"), shall, for each five Old Shares held
on the Effective Date, be deemed to hold one share of common stock par value
$0.05 per share ("New Shares"), after Effective Date. A certificate evidencing
Old Shares prior to the Effective Date shall, after the Effective Date, be
deemed to evidence the number of New Shares determined by multiplying by 0.2 the
number of Old Shares stated on the certificate. The holder of a certificate
evidencing Old Shares shall have the right, after the Effective Date, to
exchange the certificate for a certificate evidencing the appropriate number of
New Shares. No fractional New Shares shall be issued. The number of New Shares
issuable to a holder shall be rounded to the nearest whole number of New Shares.
Whenever the number of New Shares is rounded to the next lower whole number, the
holder shall be entitled, in accordance with reasonable procedures established
by the Corporation, to be paid cash for the fractional interest, in an amount
based upon the average of the bid and asked prices of the common stock of the
Corporation as quoted by the National Association of Securities Dealers
Automated Quotation System as of the Effective Date.
The amendment was approved on February 20, 1992 by written consent of
the holders of a majority of the shares of common stock, $0.01 par value, of the
Corporation. Only holders of shares of common stock, $0.01 par value, were
entitled to vote on the amendment. Approval by the holders of a majority of the
issued and outstanding shares of common stock, $0.01 par value, was sufficient
for approval.
IN WITNESS WHEREOF, the President has executed these Articles of
Amendment this 21st day of February, 1992.
/s/ David J. Dougherty
David J. Dougherty
President
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SALVATORI OPHTHALMICS, INC.
SALVATORI OPHTHALMICS, INC., a corporation organized and existing under
the laws of the State of Florida (the "Corporation"), in order to amend its
Articles of Incorporation, in accordance with the requirements of Chapter 607,
Florida Statutes, does hereby submit these Articles of Amendment of its Articles
of Incorporation and in connection therewith does hereby state as follows:
Article I of the Articles of Incorporation of the Corporation is
amended to read as follows:
ARTICLE I
Name
The name of this corporation is:
American Consolidated Laboratories, Inc.
This Amendment was approved by written unanimous consent of the
Corporation's board of directors, and was recommended by the board of directors
to the Corporation's shareholders on September 7, 1994.
This Amendment was approved by the holders of a majority of the
Corporation's common stock, which is the only group of the Corporation's
shareholders entitled to vote on the Amendment, and the number of votes of the
Amendment was sufficient for approval.
IN WITNESS WHEREOF, the corporation has caused this Amendment to its
Articles of Incorporation to be executed this 12th day of September, 1994.
SALVATORI OPHTHALMICS, INC.
By: /s/ Grady A. Deal, President
Grady A. Deal, President
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN CONSOLIDATED LABORATORIES, INC.
AMERICAN CONSOLIDATED LABORATORIES, INC., a corporation organized and
existing under the laws of the State of Florida (the "Corporation"), hereby
submits these Articles of Amendment to its Articles of Incorporation in
accordance with Section 607.1006 of the Florida Statutes and, for the purpose of
amending its Articles of Incorporation, hereby states:
1. The name of the corporation is American Consolidated Laboratories, Inc.
2. The Amendment adopted replaces Article III of the Articles of
Incorporation of the Corporation, and its text is as follows:
III.
CAPITAL STOCK
This Corporation is authorized to issue twenty million
(20,000,000) shares of common stock, par value five cents
($0.05) per share, and five million (5,000,000) shares of
preferred stock, no par value, which preferred stock shall
have the preferences, limitations and relative rights as may
be determined from time to time by the Board of Directors.
3. The amendment does not provide for an exchange, reclassification, or
cancellation of issued shares.
4. The amendment was approved by the unanimous written consent of the
Corporation's Board of Directors on January 9, 1997.
5. The amendment was approved by a sufficient number of the holders of
the Corporation's common stock on February 12, 1997.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to its Articles of Incorporation to be executed this 12th day of
February, 1997.
AMERICAN CONSOLIDATED LABORATORIES, INC.
By: /s/ Joseph A. Arena
Joseph A. Arena, Chief Financial Officer
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN CONSOLIDATED LABORATORIES, INC.
AMERICAN CONSOLIDATED LABORATORIES, INC., a corporation organized and
existing under the laws of the State of Florida (the "Corporation"), hereby
submits these Articles of Amendment to its Articles of Incorporation in
accordance with Section 607.1006 and 607.0602 of the Florida Business
Corporation Act and, for the purpose of amending its Articles of Incorporation,
hereby states:
1. The name of the corporation is American Consolidated Laboratories, Inc.
2. The amendment adopted adds to Article III of the Articles of Incorporation of
the Corporation, the following provisions for the purpose of establishing the
preferences, limitations and relative rights of the shares of preferred stock
authorized by the Articles of Incorporation:
"A. Series A Stock."
"1. Designation. The distinctive serial designation of this
series of Preferred Stock shall be "Series A Redeemable
Preferred Stock" (hereinafter the "Series A Stock")."
"2. Number of Shares. The Series A Stock shall consist of
5,000,000 shares, which number shall not be increased but may
be decreased from time to time by a resolution or resolutions
of the Board of Directors. Shares of Series A Stock redeemed
or purchased by the corporation shall be canceled and shall
revert to authorized but unissued shares of Preferred Stock,
undesignated as to series, subject to reissuance by the
corporation as shares of Preferred Stock of any one or more
series."
"3. Dividends. Each holder of Series A Stock shall be entitled
to receive either cash dividends out of funds legally
available for that purpose at the rate of $0.10 per annum per
share of Series A Stock owned by such holder or share
dividends of Series A stock at the equivalent rate per share
of Series A stock owned by such holder. Such dividends shall
be cumulative from the Issue Date and shall be payable in
monthly arrears on the fifth day of the following month (each
such date being herein referred to as a "Dividend Payment
Date"), commencing on June 5, 1997. The term "Issue Date"
shall mean the date that shares of Series A Stock are issued
by the corporation. If all of the authorized shares of Series
A Stock are not issued on the same date, the Issue Date for
each particular share of Series A Stock shall be the date upon
which the particular share is issued by the corporation. The
monthly period between consecutive Dividend Payment Dates
shall hereinafter be referred to as a "Dividend Period."
Dividends for any period less than a full Dividend Period
shall be calculated on a day-to-day basis and on the basis of
a 30-day month. Each dividend shall be paid to the holders of
record of the Series A Stock as their names appear on the
share register of the corporation on the corresponding Record
Date. Dividends on account of arrears for any past Dividend
Periods may be declared and paid at any time, without
reference to any Dividend Payment Date, to holders of record
on such date as may be fixed by the board of directors of the
corporation."
"4. Distributions Upon Liquidation, Dissolution or Winding Up.
In the event of any voluntary or involuntary liquidation,
dissolution or other winding up of the affairs of the
corporation, before any distribution or payment shall be made
to the holders of the Common Stock the holders of the Series A
Stock shall be entitled to be paid in cash $1.00 per share for
each outstanding share of Series A Stock as of the date of
such liquidation or dissolution or such other winding up, plus
any accrued and unpaid dividends thereon to such date. If such
payment shall have been made in full to the holders of the
Series A Stock, the remaining assets and funds of the
corporation shall be distributed to the holders of the Common
Stock. If, upon such liquidation, dissolution or other winding
up of the affairs of the corporation, the net assets of the
corporation distributable among the holders of all outstanding
shares of the Series A Stock shall be insufficient to permit
the payment in full to such holders of the preferential
amounts to which they are entitled, then the entire net assets
of the corporation shall be distributed among the holders of
the Series A Stock ratably in proportion to the full amounts
to which they would otherwise be entitled. Neither the
consolidation or merger of the corporation into or with
another corporation or corporations, nor the sale of all or
substantially all of the assets of the corporation to another
corporation or corporations shall be deemed a liquidation,
dissolution or winding up of the affairs of the corporation
within the meaning of this subparagraph III A(4)."
"5. Redemption by the Corporation.
(a) the corporation shall redeem all outstanding
shares of Series A Stock in cash in whole (or, at the
election of such holder, in part) in the event that
(y) the corporation sells all or substantially all of
the assets or capital stock or the corporation, (z)
the corporation raises more than Three Million
Dollars ($3,000,000) of equity capital during any
period of twenty-four (24) consecutive months (each
of the foregoing events is hereinafter referred to as
a "Series A Redemption Triggering Event"). Shares of
the Series A Stock redeemed pursuant to this
subparagraph III A(5) shall be redeemed at the
redemption price of One Dollar ($1.00) per share
(hereinafter referred to as the "Series A Redemption
Price") on the date on which any of the Series A
Redemption Triggering Events occurs (hereinafter
referred to as the "Series A Redemption Date"). Any
accrued but unpaid dividends up to and including the
date the corporation makes payment of the Series A
Redemption Price shall be added to the Series A
Redemption Price."
"(b) Notice of every proposed Series A Triggering
Event shall be sent by or on behalf of the
corporation, by first class mail, postage prepaid, to
each holder of record of the shares of Series A Stock
at such holder's address as it shall appear on the
records of the corporation, not less than thirty (30)
days nor more than sixty (60) days prior to the
Series A Redemption Date, and such notice shall (a)
notify such holder of its right and option to demand
redemption of such shares and of the Series A
Redemption Date, (b) state the place or places at
which the shares shall, upon presentation and
surrender of the certificates evidencing such shares,
be redeemed, and the Series A Redemption Price
therefor, and (c) state the name and address of any
Redemption Agent selected by the corporation in
accordance with subparagraph III A(5)(d) below, and
the name and address of the corporation's transfer
agent for the Series A Stock, if any. The corporation
may act as the transfer agent for the Series A
Stock."
"(c) Within ten (10) days of the receipt of the
notice required by subsection III A(5)(b) a holder of
shares of Series A Stock, in order to require the
corporation to redeem its shares, must send notice on
its behalf, by first class mail, postage prepaid, to
the corporation at the address of its principal
office prior to the Series A Redemption Date,
informing the corporation of (a) such election by the
holder and (b) the number of shares the holder
desires to have redeemed by the corporation."
"(d) Prior to the date on which there shall have been
a public distribution of the Series A Stock, the
corporation may act as the Redemption Agent to redeem
the Series A Stock. Following any such public
distribution, the corporation shall appoint as its
agent for such purpose a bank or trust company in
good standing, organized under the laws of the United
States of America or any jurisdiction thereof, and
having capital, surplus and undivided profits
aggregating at least Twenty Million Dollars
($20,000,000), and may appoint any one or more
additional such agents which shall in each case be a
bank or trust company in good standing organized
under the laws of the United States of America or of
any jurisdiction thereof, having an office or offices
in Wake County, North Carolina, or such other place
as shall have been designated by the corporation, and
having capital, surplus and undivided profits
aggregating at least Twenty Million Dollars
($20,000,000). The corporation or such bank or trust
company is hereinafter referred to as the "Redemption
Agent." Following such appointment and prior to any
redemption, the corporation shall deliver to the
Redemption Agent irrevocable written instructions
authorizing the Redemption Agent, on behalf and at
the expense of the corporation, to cause such notice
of redemption to be duly mailed as herein provided as
soon as practicable after receipt of such irrevocable
instructions and in accordance with the above
provisions. All funds necessary for the redemption
shall be deposited with the Redemption agent in trust
at least two business days prior to the Series A
Redemption Date, for the pro rata benefit of the
holders of the shares so called for redemption, so as
to be and continue to be available therefor. Neither
failure to mail any such notice to one or more such
holders nor any defect in any notice shall affect the
sufficiency of the proceedings for redemption as to
other holders."
"(e) If notice of redemption shall have been given as
provided in subparagraph III (A)(5)(c), and the
corporation shall not default in the payment of the
Series A Redemption Price, then each holder of shares
put for redemption shall be entitled to all
preferences and relative and other rights accorded by
subparagraph 4(b) until and including the date prior
to the Series A Redemption Date. If the corporation
shall fail to make payment of the Series A Redemption
Price, then each holder of the shares put for
redemption shall be entitled to all preferences and
relative and other rights accorded by subparagraph
III (A) as if the shares had not been put for
redemption. From and after the date the corporation
makes payment of the Series A Redemption Price in
accordance with subparagraph III (A)(5), and upon the
surrender of the certificates for the shares so
redeemed, such shares shall no longer be deemed to be
outstanding, and all rights of redemption of such
shares shall no longer be deemed to be outstanding,
and all rights of the holders of such shares shall
cease and terminate."
"6. Voting Rights. Each share of Series A Stock shall entitle
the holder thereof to one vote on all matters submitted to a
vote of the corporation shareholders."
3. The amendment does not provide for an exchange, reclassification, or
cancellation of issued shares.
4. The amendment was duly adopted by the Corporation's Board of Directors on May
2, 1997, without shareholder action, which is not required because the Articles
of Incorporation of the Corporation permit the Board of Directors to determine
the preferences, limitations and relative rights of preferred shares before the
issuance of such shares, without shareholder action, in accordance with Section
607.0602 of the Florida Business Corporation Act.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to its Articles of Incorporation to be executed this 2nd day of May,
1997.
AMERICAN CONSOLIDATED LABORATORIES, INC.
By: /s/ Joseph A. Arena
Joseph A. Arena, Chief Executive Officer