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Document/Exhibit Description Pages Size
1: F-10 Registration Statement of a Foreign Private Issuer HTML 1.14M
(Not Effective Immediately)
2: EX-3.1 Articles of Angiotech Pharmaceuticals, Inc. HTML 331K
11: EX-3.10 Memorandum and Articles of Association HTML 195K
12: EX-3.11 Memorandum and Articles of Association HTML 180K
13: EX-3.12 Memorandum and Articles of Association HTML 180K
14: EX-3.13 Memorandum and Articles of Association HTML 180K
15: EX-3.14 Memorandum and Articles of Association HTML 180K
16: EX-3.15 Order of Amalgamation HTML 201K
17: EX-3.16 Partnership Agreement HTML 184K
18: EX-3.17 Order of Amalgamation HTML 200K
19: EX-3.18 Certificate of Merger of Afmedica, Inc. HTML 38K
20: EX-3.19 Bylaws of Afmedica, Inc. HTML 127K
3: EX-3.2 Articles of 0741693 B.C. Ltd. HTML 252K
21: EX-3.20 Certificate of Incorporation HTML 41K
22: EX-3.21 Amended and Restated Bylaws HTML 65K
23: EX-3.22 Certificate of Incorporation HTML 40K
24: EX-3.23 Bylaws of American Medical Instruments, Inc. HTML 60K
25: EX-3.24 Certificate of Incorporation HTML 95K
26: EX-3.25 Bylaws of Angiotech Biocoatings Corp. HTML 52K
27: EX-3.26 Articles of Organization HTML 32K
28: EX-3.27 Operating Agreement HTML 62K
29: EX-3.28 Amended and Restated Articles of Incorporation HTML 45K
30: EX-3.29 Bylaws of Angiotech Pharmaceuticals (Us), Inc. HTML 62K
4: EX-3.3 Articles of 0761717 B.C. Ltd. HTML 283K
31: EX-3.30 Certificate of Incorporation HTML 42K
32: EX-3.31 Bylaws of B.G. Sulzle, Inc. HTML 59K
33: EX-3.32 Articles of Organization HTML 43K
34: EX-3.33 Operating Agreement HTML 118K
35: EX-3.34 Certificate of Incorporation HTML 42K
36: EX-3.35 Bylaws of Manan Medical Products, Inc. HTML 60K
37: EX-3.36 Certificate of Incorporation HTML 40K
38: EX-3.37 Bylaws of Medical Device Technologies, Inc. HTML 59K
39: EX-3.38 Certificate of Merger HTML 38K
40: EX-3.39 Bylaws of of Neucoll, Inc. HTML 64K
5: EX-3.4 Memorandum and Articles of Association HTML 180K
41: EX-3.40 Articles of Incorporation HTML 36K
42: EX-3.41 Bylaws of Point Technologies, Inc. HTML 50K
43: EX-3.42 Certificate of Incorporation HTML 42K
44: EX-3.43 Bylaws of Surgical Specialties Corporation HTML 60K
45: EX-3.44 Certificate of Incorporation HTML 59K
46: EX-3.45 Bylaws of Quill Medical, Inc. HTML 120K
47: EX-3.46 Certificate of Incorporation HTML 43K
48: EX-3.47 Amended and Restated Bylaws HTML 61K
49: EX-3.48 Memorandum and Amended Articles of Association HTML 81K
50: EX-3.49 Memorandum & Articles of Association HTML 177K
6: EX-3.5 Memorandum and Articles of Association HTML 180K
51: EX-3.50 Memorandum & Articles of Association HTML 177K
7: EX-3.6 Memorandum and Articles of Association HTML 180K
8: EX-3.7 Memorandum and Articles of Association HTML 195K
9: EX-3.8 Memorandum and Articles of Association HTML 195K
10: EX-3.9 Memorandum and Articles of Association HTML 195K
52: EX-4.1 Indenture HTML 658K
53: EX-4.2 Supplemental Indenture HTML 42K
54: EX-5.1 Opinion of Sullivan & Cromwell LLP, Special Us HTML 34K
Counsel
55: EX-5.2 Opinion of Irwin, White & Jennings, British HTML 40K
Columbia Counsel
56: EX-5.3 Opinion of Stewart McKelvey, Nova Scotia Counsel HTML 43K
57: EX-5.4 Opinion of Lionel Sawyer & Collins, Nevada Counsel HTML 33K
58: EX-5.5 Opinion of Heller Ehrman White & McAuliffe LLP, HTML 57K
Washington Counsel
59: EX-5.6 Opinion of Faegre & Benson LLP, Colorado Counsel HTML 42K
60: EX-5.7 Opinion of McConnell Valdes, Puerto Rico Counsel HTML 41K
61: EX-5.8 Opinion of Herbert Smith LLP, England & Wales HTML 74K
62: EX-23.1 Consent of Ernst & Young LLP HTML 29K
63: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 27K
64: EX-23.3 Consent of Hughes Pittman and Gupton LLP HTML 28K
65: EX-25.1 Statement of Eligibility of the Trustee on Form HTML 67K
T-1
66: EX-99.1 Letter of Transmittal HTML 114K
67: EX-99.2 Notice of Guaranteed Delivery HTML 38K
| Certificate of Incorporation |
Exhibit 3.20
| State of Delaware Secretary of State Division of Corporations Delivered 12:52 PM 04/29/2003 FILED 12:49 PM 04/29/2003 SRV 030276664 - 3622960 FILE |
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MARMON MEDICAL COMPANIES, INC.
1. The name of the corporation is Marmon Medical Companies, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on February 6, 2003.
2. Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation amends and restates the provisions of the Certificate of Incorporation of the corporation.
3. The text of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
FIRST: The name of the corporation is American Medical Instruments Holdings, Inc.
SECOND: The Registered Office of the corporation is located at 2711 Centerville Road, Wilmington, New Castle County, Delaware, 19808. The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.
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, as amended from time to time (as amended, “Delaware Law”).
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is twenty five million (25,000,000) shares, consisting of (a) twenty two million (22,000,000) shares of Common Stock, $0.01 par value per share (the “Common Stock.”) and (b) three million (3,000,000) shores of Preferred Stock, $0.01 par value per share (the “Preferred Stock”). The Preferred Stock may be issued from time to time in one or more series. The number of shares, the stated value and divided rate, if any, of each such series and the
preferences and relative, participating and special rights and the qualifications, limitations or restrictions shall be fixed in the case of each series by resolution of the board of directors of the corporation at the time of issuance subject in all cases to the laws of the State of Delaware applicable thereto, and set forth in a certificate of designation filed and recorded with respect to each series in accordance with the laws of the State of Delaware.
FIFTH: Election of directors need not be by ballot unless the by-laws of the corporation so provide.
SIXTH: The board of directors shall have the power, without the assent or vote of the stockholders, to adopt the by-laws of the corporation and, subject to any restrictions contained in the by-laws or any agreement among the corporation and its stockholders, to alter, amend, change, add to or repeal the by-laws of the corporation.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: The corporation shall indemnify all directors and officers of the corporation, and advance expenses reasonably incurred by such directors and officers in defending any civil, criminal, administrative or investigative action, suit or proceeding, in accordance with and to the fullest extent permitted by Section 145 of Delaware Law.
NINTH: To the fullest extent permitted by Delaware Law, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
TENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereinafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.
2
4. On the effective date of this amendment and restatement the corporation shall effect a 21,682.221-to-1 split of the outstanding shares of Common Stock of the corporation, such that each issued and outstanding share of Common Stock, par value $0.01 per share, shall become and be equal to 21,682.221 fully paid and non-assessable shares of Common Stock, par value $0.01 per share, of the corporation.
5. This Amended and Restated Certificate of Incorporation was duly adopted by the unanimous written consent of the stockholders of the corporation in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf and attested to by its duly authorized officers as of the 29th day of April, 2003.
| Marmon Medical Companies, Inc. | ||
| By: | /s/ Henry J. West | |
| Name: | Henry J. West | |
| Title: | President | |
3
| State of Delaware Secretary of State Division of Corporations Delivered 01:57 PM 04/07/2004 FILED 12:49 PM 04/07/2004 SRV 040255920 – 3622960 FILE |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN MEDICAL INSTRUMENTS HOLDINGS, INC.
AMERICAN MEDICAL INSTRUMENTS HOLDINGS, 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 that:
FIRST: The Board of Directors of the Corporation on March 22, 2004, adopted the following resolutions by unanimous written consent, proposing and declaring advisable an amendment to the Certificate of Incorporation of the Corporation to reduce the number of authorized shares of Common Stock and Preferred Stock of the Corporation and to effectuate a reverse stock split of its issued shares:
“NOW THEREFORE BE IT RESOLVED, that Article Fourth of the Corporation’s Certificate of Incorporation be and hereby is amended to read as follows:
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Twenty-Five Thousand (25,000) shares, consisting of (a) Twenty-two Thousand (22,000) shares of Common Stock, $0.01 par value per share (the “Common Stock”) and (b) Three Thousand (3,000) shares of Preferred Stock, $0.01 par value per share (the “Preferred Stock”). The Preferred Stock may be issued from time to time in one or more series. The number of shares, the stated, value and divided rate, if any, of each such series and the preferences and relative, participating and special rights and the qualifications, limitations or restrictions shall be fixed in the case of each series by resolution of the board of directors of the corporation at the time of issuance subject in all cases to the laws of the State of Delaware applicable thereto, and set forth in a certificate of designation filed and recorded with respect to each series in accordance with the laws of the State of Delaware.
FURTHER RESOLVED, that the Corporation shall effect a reverse 1000 to 1 stock split such that the 10,000,000 issued and outstanding shares of Common Stock of the Corporation shall become 10,000 issued and outstanding shares of Common Stock, $0.01 par value per share, of the Corporation.
SECOND: That in lieu of a meeting the stockholders of the Corporation entitled to vote on the foregoing amendment approved and amendment by unanimous written consent in accordance with the provisions of Section 228 of the General Corporation Law of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable 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 of Amendment to be signed by a duly authorized officer as of the 22nd day of March, 2004.
| AMERICAN MEDICAL INSTRUMENTS HOLDINGS, INC., a Delaware corporation | ||
| By: | /s/ Michael J. Hudson | |
| Name: | Michael J. Hudson | |
| Title: | Chief Executive Officer | |
| This ‘F-10’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 10/25/06 | 6-K, F-X | ||
| Filed on: | 10/24/06 | 6-K | ||
| 3/22/04 | ||||
| 2/6/03 | ||||
| List all Filings | ||||