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EXHIBIT 3.3
[SEAL] CO#217577
ARTICLES OF INCORPORATION
OF
3-GEN DIAGNOSTIC LABORATORIES, INC.
WE, THE UNDERSIGNED, natural persons of the age of eighteen (18) years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:
ARTICLE I
CORPORATE NAME
The name of this corporation is: 3-GEN DIAGNOSTIC LABORATORIES, INC.
ARTICLE II
DURATION OF CORPORATION
The corporation is to have a perpetual existence.
ARTICLE III
GENERAL PURPOSES
A. To provide medical research and laboratory services.
B. To acquire or merge into existing businesses.
C. To buy, sell, mortgage, exchange, lease, hold for investment or
otherwise operate real and personal property of all kinds and
interests therein.
D. The enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of this
corporation, and the purposes and powers therein specified shall not
be limited or restricted by the terms of the articles or any articles
hereof.
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ARTICLE IV
SHARES
The aggregate number of shares, which this corporation shall have authority
to issue, is 1,000,000 shares, at one dollar ($1.00) par value. All stock of the
corporation shall be of the same class, and shall have the same rights and
preferences. Fully paid stock of this corporation shall not be liable to any
call or assessment.
ARTICLE V
PREEMPTIVE RIGHTS AND NONCUMULATTVE VOTING
Shareholders shall have preemptive rights to acquire unissued shares of the
stock of this corporation.
At each election of Directors, shareholders entitled to vote at such
election shall have no rights to accumulate their votes; rather, each
shareholder shall have as many votes as the number of such shareholder's shares.
ARTICLE VI
COMMENCING BUSINESS
This corporation will not commence business until at least $1,000.00 in
cash or property has been received by it as consideration of the issuance of its
shares.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The address of this corporation's initial registered office and the name of
its original registered agent at such address is:
FRANK LEO SPANGLER
1317 ROYAL TROON #11
HOLLADAY, UTAH 84124
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ARTICLE VIII
DIRECTORS
The number of Directors constituting the initial Board of Directors of this
corporation shall be one (1). The name and address of the individual who is to
serve as Director until the successor/s is elected and qualified is as follows:
<Table>
<Caption>
NAME ADDRESS
- ---- -------
PAUL ANDREW STOCK 130 S. 900 E. # 102, SALT LAKE CITY, UTAH 84102
</Table>
ARTICLE IX
INCORPORATORS
The name and address of the incorporators are:
<Table>
<Caption>
NAME ADDRESS
- ---- -------
FRANK LEO SPANGLER 1317 ROYAL TROON #11, HOLLADAY, UTAH 84124
PAUL ANDREW STOCK 130 S. 900 E. #102, SALT LAKE CITY, UTAH 84102
PETER DOUGLAS PIXTON 4272 S. MACKAY ST., TAYLORSVILLE, UTAH 84123
</Table>
ARTICLE X
NON-ASSESSABILITY
Shares of this corporation shall not be subject to assessment for payment
of debts of the corporation..
ARTICLE XI
EXEMPTION FROM CORPORATE DEBT
The private property of the shareholders shall not be subject to the
payment of any corporate debts to any extent whatsoever.
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ARTICLE XII
DIRECTOR'S CONTRACTS
Before assuming the office of Director or other officer of this
corporation, each person assuming such office shall disclose any pecuniary
interest he or she has with any other business or corporation. Also, while
holding such office, disclosures shall be made of any new and pending contracts
with any business or corporation such person has.
DATED this 28th day of January, 1999.
REGISTERED AGENT INCORPORATORS
/s/ Frank Leo Spangler /s/ Frank Leo Spangler
- ------------------------ -------------------------
FRANK LEO SPANGLER FRANK LEO SPANGLER
/s/ Paul Andrew Stock
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PAUL ANDREW STOCK
/s/ Peter D. Pixton
-----------------------
PETER DOUGLAS PIXTON
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60 217572
1439331
ARTICLES OF AMENDMENT
OF
3-GEN DIAGNOSTIC LABORATORIES, INC.
ARTICLE IV
SHARES
The aggregate number of shares, which this corporation shall have authority
to issue, is 10,000,000 shares, at one dollar ($1.00) par value. All stock of
the corporation shall be of the same class, and shall have the same rights and
preferences. Fully paid stock of this corporation shall not be liable to any
call or assessment.
All previously issued shares have been returned and a new initial offering will
be held after this Article of Amendment is adopted and finalized.
This amendment is adopted by the Board of Directors and share holder approval is
not required as all shares issued have been returned to the corporation to be
reissued after the filing of this amendment.
DATED this 21 day of March, 2000.
Board of Directors
[SEAL]
/s/ Frank Leo Spangler
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Frank Leo Spangler
President
/s/ Sam Ray Page
-----------------------
Sam Ray Page
Vice President
/s/ C. Lars Mouritsen
-----------------------
C. Lars Mouritsen
Secretary/Treasurer
[SEAL]