Exhibit 3.1
ARTICLES OF MERGER
OF
MEDICORE, INC.
(A Florida Corporation)
WITH AND INTO
DIALYSIS COPRORATION OF AMERICA
(A Florida Corporation)
The following articles of merger are submitted in accordance with the Florida
Business Corporation Act (the "Florida Statutes"), pursuant to Section
607.1105 of the Florida Statutes.
FIRST: The name and jurisdiction of the surviving corporation is:
Name Jurisdiction
---- ------------
DIALYSIS CORPORATION OF AMERICA Florida
SECOND: The name and jurisdiction of the merging corporation is:
Name Jurisdiction
---- ------------
MEDICORE, INC. Florida
THIRD: The Plan of Merger is attached.
FOURTH: The merger shall become effective on the date these Articles of
Merger are filed with the Florida Department of State.
FIFTH: The Plan of Merger was adopted by the shareholders of the surviving
corporation on September 21, 2005.
SIXTH: The Plan of Merger was adopted by the shareholders of the merging
corporation on September 21, 2005.
SEVENTH: The signature of an officer of each of the constituent corporations
to the merger is set forth below:
Corporation Signature of Officer Name and Title
----------- -------------------- --------------
/s/ Stephen W. Everett
Dialysis Corporation of America ------------------------- Stephen W. Everett,
President and Chief
Executive Officer
/s/ Thomas K. Langbein
Medicore, Inc.
------------------------- Thomas K. Langbein,
President and Chief
Executive Officer
PLAN OF MERGER
OF
MEDICORE, INC.
(A Florida Corporation)
WITH AND INTO
DIALYSIS CORPORATION OF AMERICA
(A Florida Corporation)
The following plan of merger is submitted in compliance with Section 607.1101
of the Florida Business Corporation Act (the "Florida Statutes"), and in
accordance with the laws of any other applicable jurisdiction of
incorporation.
FIRST: The name and jurisdiction of the surviving corporation is:
Name Jurisdiction
---- ------------
DIALYSIS CORPORATION OF AMERICA Florida
SECOND: The name and jurisdiction of the merging corporation is:
Name Jurisdiction
---- ------------
MEDICORE, INC. Florida
THIRD: The terms and conditions of the merger are as follows:
Upon the date of filing with the Department of State of the State of Florida
(the "Effective Date") of the Articles of Merger of which this Plan of Merger
forms a part, MEDICORE, INC., a Florida corporation ("MEDICORE"), shall be
merged with and into DIALYSIS CORPORTAION OF AMERICA, a Florida corporation
("DCA"). MEDICORE and DCA are sometimes hereinafter referred to as the
"Constituent Corporations." Upon the Effective Date, DCA, as the surviving
corporation, shall continue its corporate existence under the laws of the
State of Florida and the separate existence and corporate organization of
MEDICORE shall be terminated and shall cease.
The Articles of Incorporation ("Charter") and Bylaws of DCA in existence at
the Effective Date shall continue in full force and effect as the Charter and
Bylaws of the surviving corporation, and such Charter and Bylaws are not
being amended in connection with the merger of MEDICORE with and into DCA.
Except with respect to certain operating expenses and other obligations of
MEDICORE, which MEDICORE shall have discharged in full, to the satisfaction
of DCA, prior to the filing of the Articles of Merger (the "Discharged
Obligations"), upon the Effective Date, DCA shall succeed to and possess all
of the assets of MEDICORE including, without limitation, (i) title to all
real estate and other property, or any interest therein vesting in DCA
without reversion or impairment, (ii) all cash of MEDICORE, inclusive of the
forgiveness of all debt obligations owing from DCA to MEDICORE, (iii) royalty
proceeds due and owing to MEDICORE, (iv) continuing operations of the medical
products division of MEDICORE, (v) MEDICORE's investments in two affiliated
linux-based development companies, and (vi) tax benefits of net operating
loss carryforwards.
Upon the Effective Date, DCA shall be responsible and liable for all of the
liabilities and obligations of the Constituent Corporations, except with
respect to the Discharged Obligations of MEDICORE which have been discharged
in full by MEDCORE to the satisfaction of DCA prior to the filing of the
Articles of Merger of which this Plan of Merger forms a part.
Any claim existing or action or proceeding pending by or against any of the
Constituent Corporations may be continued as if the merger did not occur or
DCA, as the surviving corporation, may be substituted in the proceeding for
MEDICORE which shall have ceased its existence upon the Effective Date.
Neither the rights of creditors nor the any liens upon the property of any
Constituent Corporation to the merger shall be impaired by the merger.
FOURTH: The manner and basis of converting the shares of each corporation
into shares, obligations, or other securities of the surviving corporation or
any other corporation or, in whole or in part, into cash or other property
and the manner and basis of converting rights to acquire shares of each
corporation into rights to acquire shares, obligations, or other securities
of the surviving or any other corporation or, in whole or in part, into cash
or other property are as follows:
Upon the Effective Date of the merger, by virtue of the merger and without
any further action on the part of either of the Constituent Corporations, all
of the outstanding common shares of MEDICORE (which shall be the only
securities of MEDICORE outstanding at the Effective Date), shall be deemed
cancelled and, subject to dissenter's rights of appraisal discussed below,
each common share of MEDICORE outstanding at the Effective Date shall be
converted into the right to receive .68 of a fully paid and nonassessable
common share of DCA, $.01 par value per share, pursuant to the Agreement and
Plan of Merger entered into between the Constituent Corporations as of June
2, 2005. Simultaneously with and as a direct consequence of the merger and
MEDICORE's cessation of existence, upon the Effective Date of the merger the
4,821,244 common shares of DCA which had been owned by MEDICORE prior to the
merger, shall be retired and returned to DCA's authorized and unissued
capital stock.
MEDICORE shareholders that have timely and properly dissented from the merger
and exercised their rights of appraisal in accordance with Sections 607.1301
et seq. of the Florida Statutes, may elect to receive the fair value (subject
to certain conditions) of their MEDICORE common shares as of the day
preceding the Effective Date of the merger. To the extent that shareholders
of MEDICORE, timely and properly exercise their dissenters' rights of
appraisal, DCA as the surviving corporation after the merger, shall proceed
in accordance with the requirements of Sections 607.1301 et seq. of the
Florida Statutes, with respect to such exercised appraisal rights of MEDICORE
shareholders.
FIFTH: Other provisions, if any relating to the merger:
None