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EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
MICROSCAN, INC.
* * * * * * * * * * *
PURSUANT TO SECTION 242(1) OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
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Scott T. Garrett and Colin R. Silvester, being the duly elected and
acting President and Treasurer, respectively of MicroScan Inc., a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
do hereby certify as follows:
1. The name of the corporation (hereinafter called the "Corporation") is
MicroScan, Inc.
2. The Certificate of Incorporation which was filed by the Secretary of
State of Delaware on November 23, 1994 (the "Certificate of
Incorporation") is hereby amended, effective March 1, 1995 as follows:
ARTICLE ONE
The name of the corporation is DADE MICROSCAN INC.
IN WITNESS WHEREOF, the undersigned do hereby certify under penalties
of perjury that this Certificate of Amendment to the Certificate of
Incorporation is the act and deed of the undersigned and the facts stated herein
are true and accordingly have hereunto set their hands this 1st day of March,
1995
DADE MICROSCAN INC.
a Delaware Corporation
By: /s/ Scott T. Garrett
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Scott T. Garrett,
President
By: /s/ Colin R. Silvester
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Colin R. Silvester,
Treasurer
ATTEST:
/s/ Louise S. Pearson
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Louise S. Pearson,
Assistant Secretary
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CERTIFICATE OF INCORPORATION
OF
MIRCOSCAN, INC.
ARTICLE ONE
The name of the corporation is MicroScan, Inc.
ARTICLE TWO
The address of the corporation's registered office in the State of
Delaware is 32 Loookerman Square, Suite L-100, in the City of Dover, County of
Kent 19904. The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted 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.
ARTICLE FOUR
The total number of shares of stock which the corporation has
authority to issue is one thousand (1,000) shares of Common Stock, par value one
cent ($0.01) per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
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undersigned and the facts stated herein are true and accordingly have hereunto
set their hands this 7th day of December, 1994.
MICROSCAN, INC.,
a Delaware corporation
By: /s/ Stephen G. Pagliuca
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Stephen G. Pagliuca
President
ATTEST:
/s/ Adam Kirsch
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Adam Kirsch
Assistant Secretary
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NAME MAILING ADDRESS
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Thaddine G. Gomez 200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the corporation is expressly authorized to
make, alter or repeal the by-laws of the corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the by-laws
of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
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ARTICLE TEN
The corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts stated herein are true,
and accordingly have hereunto set my hand on the 23rd day of November, 1994.
/s/ Thaddine G. Gomez
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Thaddine G. Gomez
Sole Incorporator
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