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Exhibit 3.93
PAGE 1
DELAWARE
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "THE JEAN COUTU GROUP (PJC) USA, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE SIXTH DAY OF AUGUST, A.D. 1986, AT
9:01 O'CLOCK A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWELFTH DAY OF MAY,
A.D. 1998, AT 5 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE NINTH DAY OF JUNE, A.D 1998, AT 9
O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
[SEAL] /s/ Harriet Smith Windsor
-------------------------------------------
Harriet Smith Windsor, Secretary of State
2098273 8100H AUTHENTICATION: 3256804
040547411 DATE: 07-27-04
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FILED
AUG 6 1986
/s/ [ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
THE JEAN COUTU GROUP (PJC) USA, INC.
FIRST. The name of the corporation is:
THE JEAN COUTU GROUP (PJC) USA, INC.
SECOND. The address of its registered office in the State of Delaware is
No. 1209 Orange Street, Corporation Trust Center, in the City of Wilmington,
Delaware 19805, in the County of New Cast e. The name of its registered agent at
such address is The Corporation Trust Company.
THIRD. 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.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is one hundred fifty thousand (150,000), and the par
value of each of such shares is One Dollar ($1.00), amounting in the aggregate
to One Hundred Fifty Thousand Dollars ($150,000.00) of capital stock.
FIFTH. The names and mailing addresses of the Incorporators are as follows:
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NAME MAILING ADDRESS
---- ---------------
Everett H. Parker 100 Federal Street
and Suite 3500
Justin P. Morreale Boston, Massachusetts 02110
</Table>
SIXTH. The corporation is to have perpetual existence.
SEVENTH. The private property of the stockholders shall not be subject to
the payment of the corporation debts to any extent whatever.
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CERTIFICATE OF INCORPORATION OF
THE JEAN COUTU GROUP (PJC) USA, INC.
EIGHTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
NINTH. Meetings of stockholders may be held outside the State of Delaware,
if the by-laws so provide. The books of the corporation may be kept outside of
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors in the by-laws of the corporation.
TENTH. The corporation shall indemnify each director and officer of the
corporation, his heirs, executors and administrators, and may indemnify each
employee and agent of the corporation, his heirs, executors, administrators and
all other persons whom the corporation is authorized to indemnify under the
provisions of the General Corporation Law of the State of Delaware, to the
extent provided by law (a) against all expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any action, suit or proceedings, whether civil,
criminal, administrative or investigative, or in connection with any appeal
therein, or otherwise, and (b) against all expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of any action or suit by or in the right of the corporation, or in
connection with any appeal therein, or otherwise; and no provision of this
Article Tenth is intended to be construed as limiting, prohibiting, denying or
abrogating any of the general or specific powers or rights conferred by the
General Corporation Law of the State of Delaware upon the corporation to
furnish, or upon any court to award, such indemnification, or indemnification as
otherwise authorized pursuant to the General Corporation Law of the State of
Delaware or any other law now or hereafter in effect.
The Board of Directors of the corporation, may in its discretion, authorize
the corporation to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the foregoing paragraph of this Article Tenth.
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CERTIFICATE OF INCORPORATION OF
THE JEAN COUTU GROUP (PJC) USA, INC.
ELEVENTH: No director of the Corporation shall be personally liable to any
stockholder of the Corporation for monetary damages for breach of fiduciary duty
as a director, provided that this Article Eleventh shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any
transaction for which the director derived an improper personal benefit.
TWELVFTH. The corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
THE UNDERSIGNED, being all the Incorporators hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, make this certificate, hereby declaring and certifying that
this is our act and deed and the facts stated herein are true and accordingly we
have hereunto set our hand this 1st day of August, 1986.
/s/ Everett H. Parker
---------------------
Everett H. Parker
/s/ Justin P. Morreale
----------------------
Justin P. Morreale
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/09/1998
981221798 - 2098273
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
THE JEAN COUTU GROUP (PJC) USA, INC.
The Jean Coutu Group (PJC) USA, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), DOES HEREBY CERTIFY:
FIRST: That the sole Director of the Corporation, by written consent, filed
with the minutes of the Corporation, duly adopted a resolution setting forth a
proposed amendment to the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and calling for the sole stockholder of
the Corporation to consider its approval. The resolution proposed that the
Certificate of Incorporation be amended by deleting the existing Article FOURTH
and restating it in its entirety to read as follows:
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 150,000 shares of which
147,000 shall be Common Stock with $1.00 par value per share, amounting in
the aggregate to $147,000, and of which 3,000 shares shall be Preferred
Stock with $1.00 par value per share, amounting in the aggregate to
$3,000.
PART A. COMMON STOCK
The following provisions of this PART A of this Article FOURTH
constitute a statement of the powers, designations, limitations and
restrictions of and relating to the Common Stock.
1. GENERAL. The Common Stock is junior to the Preferred Stock and is
subject to and qualified by all the rights, powers, privileges, preferences
and priorities of the Preferred Stock as set forth herein.
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2. VOTING. The holders of the Common Stock are entitled to one vote
for each share held at all meetings of stockholders (and written actions in
lieu of meetings). There shall be no cumulative voting rights.
3. DIVIDENDS. Dividends may be declared and paid on the Common Stock
from funds lawfully available therefore as and when determined by the Board
of Directors and subject to any preferential dividend rights of any
then-outstanding Preferred Stock.
4. LIQUIDATION. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common Stock will
be entitled to receive all assets of the Corporation available for
distribution to its stockholders, ratably subject to any preferential
rights of any then-outstanding Preferred Stock.
PART B. PREFERRED STOCK.
The following provisions of this PART B of this Article FOURTH
constitute a statement of the powers, designations, limitations and
restrictions of and relating to the Preferred Stock.
1. DIVIDENDS. The holders of record of shares of the Preferred shall
be entitled to receive cash dividends from funds lawfully available
therefor, as and when declared by the Board of Directors. Such dividends
shall be cumulative and payable at a per annum rate per share based on a
360-day year equal to $2,050 per share multiplied by the LIBOR Rate (as
defined below). For purposes hereof the LIBOR Rate shall be for each
calendar year the 12-month LIBOR Rate for the first trading day of such
year as published in a publication or issued by a financial institution
selected in good faith by the Board of Directors of the Corporation. So
long as any shares of the Preferred Stock are outstanding, the Corporation
shall not declare, pay or set apart any dividend on the Common Stock or
declare, make or set apart any distribution on the Common Stock unless
concurrently therewith all accrued dividends or distributions on the
Preferred Stock, through the date of such declaration, payment, making or
setting apart of any dividend or distribution on the Common Stock, are
declared, paid, made or set apart, as the case may be.
2. LIQUIDATION, DISSOLUTION OR WINDING UP.
a. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of
Preferred then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, before
any payment shall be made to the holders of Common Stock, an amount equal
to $2,050 per share, plus the sum of all cumulated and accrued but
undeclared and unpaid dividends thereon (subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or other
similar recapitalization affecting such shares). If upon any such
liquidation, dissolution or winding up of the Corporation the remaining
assets of the Corporation available for distribution to its stockholders
shall be insufficient to pay the holders of shares of Preferred Stock the
full amount to which they
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shall be entitled, the holders of shares of Preferred Stock shall share
ratably in any distribution of the remaining assets and funds of the
Corporation in proportion to the respective amounts which would otherwise
be payable in respect of the shares held by them upon such distribution if
all amounts payable on or with respect to such shares were paid in full.
b. After the payment of all preferential amounts required to
be paid to the holders of Preferred Stock, upon the dissolution,
liquidation or winding up of the Corporation, the remaining assets and
funds of the Corporation available for distribution to its stockholders
shall be distributed to the holders of the Common Stock ratably in
proportion to the respective amounts which would otherwise be payable in
respect of the shares held by them.
c. Written notice or any liquidation, dissolution or winding
up of the Corporation, setting forth a payment date, the amount of the
payment to holders of Preferred Stock, and the place where said amount
shall be payable shall be given not less than thirty (30) days prior to the
payment date set forth therein, to each holder of record of the Preferred
Stock.
d. Whenever the distribution provided in this subparagraph 2
shall be payable in property other than cash, the value thereof shall be as
determined in good faith by the Board of Directors of the Corporation.
3. VOTING
The holders of the Preferred Stock shall have such voting
rights as are required under the General Corporation Law of Delaware and
shall be entitled to one vote for each share of Preferred Stock so held.
There shall be no cumulative voting rights.
4. REDEMPTION AT THE OPTION OF THE HOLDERS.
a. REDEMPTION AND REDEMPTION PRICE. At any time and from time
to time upon the request of any holder of the outstanding shares of
Preferred Stock, the Corporation shall redeem on the Holder Redemption Date
(as hereinafter defined) all or any part of the shares of Preferred Stock
then outstanding and held by the holder requesting such redemption, at a
price of $2,050 per share (as appropriately adjusted for any stock
dividend, stock split, subdivision, combination or reclassification of the
Preferred Stock), together with an amount equal to the value of all
cumulated and accrued but undeclared and unpaid dividends on such shares of
Preferred Stock to which the holder thereof is entitled (any such dividend
not payable in cash, being equal to the fair market value of such
securities or other property as determined in good faith by the Board of
Directors).
b. NOTICE OF REDEMPTION. Holders of shares of Preferred Stock
who wish to have their shares redeemed pursuant to the preceding paragraph
shall notify the Corporation in writing not less than thirty (30) nor more
than sixty (60) calendar days prior
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to the date specified for redemption in such notice (the "HOLDER REDEMPTION
DATE"), which notice shall also specify the number of shares of Preferred
Stock to be redeemed. Upon receipt of any such notice, the Corporation
shall give written notice by certified or registered mail, postage prepaid,
to each other holder of record of Preferred Stock at such holder's address
last shown on the books of the Corporation, notifying such other holders of
the fact that the Corporation will redeem such shares of Preferred Stock
and specifying the Holder Redemption Date.
c. DIVIDENDS AFTER HOLDER REDEMPTION DATE. No share of
Preferred Stock shall be entitled to any dividends accruing after its
Holder Redemption Date. On such Holder Redemption Date, all rights of the
holder of such share of Preferred Stock will cease, and such share of
Preferred Stock shall no longer be deemed to be outstanding.
5. REDEMPTION AT THE OPTION OF THE COMPANY.
a. REDEMPTION CORPORATION AND REDEMPTION PRICE. At any time
and from time to time upon the request of the Corporation to the holders of
the Preferred Stock of Preferred Stock, the Corporation shall have the
right to redeem on the Corporation Redemption Date (as hereinafter defined)
all or any part of the shares of Preferred Stock then outstanding, at a
price of $2,050 per share (as appropriately adjusted for any stock
dividend, stock split, subdivision, combination or reclassification of the
Preferred Stock), together with an amount equal to the value of all
cumulated and accrued but undeclared and unpaid dividends on such shares of
Preferred Stock to which the holders thereof are entitled (any such
dividend not payable in cash, being equal to the fair market value of such
securities or other property as determined in good faith by the Board of
Directors).
b. NOTICE OF REDEMPTION. In the event the Corporation wishes
to exercise its right to redeem shares of Preferred Stock pursuant to the
preceding paragraph, it shall notify all the holders of the Preferred Stock
in writing not less than thirty (30) nor more than sixty (60) calendar days
prior to the date specified for redemption in such notice (the "CORPORATION
REDEMPTION DATE"), which notice shall also specify the number of shares of
Preferred Stock to be redeemed. Such written notice shall be sent by
certified or registered mail, postage prepaid, to each holder of record of
Preferred Stock at such holder's address last shown on the books of the
Corporation, notifying such holder of the fact that the Corporation will
redeem such shares of Preferred Stock and specifying the Corporation
Redemption Date.
c. DIVIDENDS AFTER CORPORATION REDEMPTION DATE. No share of
Preferred Stock shall be entitled to any dividends accruing after its
Corporation Redemption Date. On such Corporation Redemption Date, all
rights of the holder of such share of Preferred Stock will cease, and such
share of Preferred Stock shall no longer be deemed to be outstanding.
6. PREEMPTIVE RIGHTS. Holders of the Preferred Stock shall not be
entitled to any preemptive rights to subscribe for any new or increased
shares of any class of capital stock
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of the Corporation or any rights or options to purchase such stock or any
securities convertible into or exchangeable for such stock hereafter
authorized for issuance.
SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder has given its written consent to said amendment in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Michael Coutu, its President as of the 8th day of June, 1998.
THE JEAN COUTU GROUP (PJC) USA, INC.
By:/s/ Michael Coutu
-----------------
Name: Michael Coutu
Title: President