Document/Exhibit Description Pages Size
1: S-1 First New England Dental Centers, Inc. Form S-1 333 1,484K
2: EX-3.1 Restated Certificate of Incorporation 64 163K
3: EX-3.2 By-Laws of First New England Dental Centers, Inc. 15 93K
4: EX-5.1 Opinion of Lyne, Woodworth & Evarts Llp 2 16K
5: EX-10.1 Revolving Line of Credit Note 3 23K
6: EX-10.2 Loan Agreement 12 52K
7: EX-10.3 Security Agreement Dated 6/14/96 20 81K
8: EX-10.4 Guaranty Agreement With John R. Lakian 3 22K
9: EX-10.5 Guaranty Agreement With George R. Begley 3 22K
10: EX-10.6 Management Agreement Dated August 4, 1995 19 58K
11: EX-10.7 Revolving Credit Agreement Dated August 4, 1995 11 43K
12: EX-10.8 Security Agreement Dated August 4, 1995 7 27K
13: EX-10.9 Amended and Restated Stock Transfer Restriction 10 43K
14: EX-10.10 Employment Agreement With D.E. Strange 15 78K
15: EX-10.11 Employment Agreement With J. Robbins 8 49K
16: EX-10.12 Consulting Agreement With A. Watkin 10 43K
17: EX-10.13 Consulting Agreement With J. Osorio 10 44K
18: EX-10.14 Consulting Agreement With Fort Hill Group 2 23K
19: EX-10.15 1996 Stock Plan 10 56K
20: EX-10.16 Committment Letter 9 42K
21: EX-10.17 Lease 60 235K
22: EX-10.18 License of Computer System 2 17K
23: EX-10.19 Binding Letter of Intent for Nedc, Inc. 6 29K
24: EX-10.20 Letter of Intent for Gda 10 52K
25: EX-23.1 Consent of Kpmg Peat Marwick 1 14K
26: EX-23.2 Consent of Vitale, Caturano & Company, P.C. 1 13K
27: EX-23.3 Consent of Caras & Shulman, Pc 1 13K
28: EX-23.4 Consent of Vitale, Caturano & Company, P.C. 1 14K
29: EX-23.5 Consent of Vitale, Caturano & Company, P.C. 1 14K
30: EX-23.6 Consent of Ellie Rozinsky 1 13K
31: EX-23.7 Consent of Caras & Shulman, P.C. 1 14K
32: EX-23.8 Consent of Vitale, Caturano & Company, P.C. 1 14K
33: EX-23.9 Consent of Moody, Cavanaugh & Company, Llp 1 14K
34: EX-23.10 Consent of Debairos & Company, P.C. 1 14K
35: EX-23.11 Consent of Vitale, Caturano & Company, P.C. 1 14K
36: EX-23.12 Consent of Moody, Cavanaugh & Company, Llp 1 14K
37: EX-23.13 Consent of Depaola, Begg & Associates, P.C. 1 14K
38: EX-23.14 Consent of Jon H. Fudeman 1 14K
39: EX-23.15 Consent of Jurnak & Jurnak, Cpas 1 14K
40: EX-23.16 Consent of Rucci, Bardaro, & Barrett, P.C. 1 14K
41: EX-23.17 Consent of Vitale, Caturano & Company, P.C. 1 14K
42: EX-23.18 Consent of Beers, Hamerman & Company, P.C. 1 14K
43: EX-23.19 Consent of Goff, Carlin, & Cagan Llp 1 14K
44: EX-23.20 Consent of Vitale, Caturano, & Company, P.C. 1 14K
45: EX-23.21 Consent of Debairos & Company, P.C. 1 13K
46: EX-23.22 Consent of Joseph D. Kalicka & Company, P.C. 1 14K
47: EX-23.23 Consent of Vitale, Caturano, & Company, P.C. 1 14K
48: EX-23.24 Consent of Barrett & Dattilio, P.C. 1 14K
49: EX-23.25 Consent of Barrett & Dattalio, P.C. 1 14K
50: EX-27 Financial Data Schedule 1 14K
| Page | (sequential) | | | | (alphabetic) | Top |
|---|
| | |
- Alternative Formats (RTF, XML, et al.)
- Arnold Watkin, D.D.S., Inc
- Arnold Watkin, Inc
- Arthur P. Wein, Inc
- Bader and Shuman, Inc
- Belknap Dental Associates, Inc
- Buchwalter & Papuga, Inc
- Certificate of Merger
- Cram-Chema, Inc
- Feingold and Rappaport Sub, Inc
- First New England Dental Centers, Inc
- Frank Weisner, Inc
- Paul D. Silver, Inc
- Penzance Partners Ii, Inc
- Ramiro Blanco, Inc
- Richard S. Harold, Inc
- Stanwich, Inc
- William H. Grass, Inc
|
| 1 | 1st Page
|
| 2 | Stanwich, Inc
|
| 12 | First New England Dental Centers, Inc
|
| " | Penzance Partners Ii, Inc
|
| 14 | Certificate of Merger
|
| 17 | Arnold Watkin, D.D.S., Inc
|
| 21 | Richard S. Harold, Inc
|
| 24 | William H. Grass, Inc
|
| 27 | Arnold Watkin, Inc
|
| 30 | Arthur P. Wein, Inc
|
| 33 | Ramiro Blanco, Inc
|
| 36 | Bader and Shuman, Inc
|
| 39 | Paul D. Silver, Inc
|
| 42 | Buchwalter & Papuga, Inc
|
| 45 | Cram-Chema, Inc
|
| 50 | Feingold and Rappaport Sub, Inc
|
| 53 | Frank Weisner, Inc
|
| 56 | Belknap Dental Associates, Inc
|
Exhibit 3.1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATION OF
INCORPORATION OF "STANWICH, INC.", FILED IN THIS OFFICE ON THE EIGHTH DAY OF
MAY, A.D. 1991, AT 2 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203679
DATE: 11-21-96
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 2:00 PM 05/08/1991
731128015-2262494
CERTIFICATE OF INCORPORATION
OF
STANWICH, INC.
* * * * *
1. The name of the corporation is
STANWICH, INC.
2. The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. 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 Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is three thousand (3,000) and the par value of each of
such shares is Ten Cents ($0.10) amounting in the aggregate to Three Hundred
Dollars ($300.00).
5. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
---- ---------------
J. L. Austin Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
M. C. Kinnamon Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
D. L. Sipple Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directos is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee,
who may replace any absent or disqualified member at any meeting of the
committee. The by-laws may provide that in the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the
powers and authority of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the by-laws of the corporation; and, unless the resolution or
by-laws, expressly so provide, no such committee shall have the power or
authority to declare a dividend or
to authorize the issuance of stock.
When and as authorized by the stockholders in accordance with statute,
to sell, lease or exchange all or substantially all of the property and assets
of the corporations, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or
other securities of, any other corporation or corporations, as its board of
directors shall deem expedient and for the best interests of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporations shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors of in the by-laws of the corporation.
9. 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 by statute, and all rights conferred upon
stockholders
herein are granted subject to this reservation.
10. A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for beach of fiduciary
duty as a director except for liability (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 volation of law, (iii) under Section 174 of the Delaware General
Corproation Law, or (iv) for any transaction from which the director derived
any improper personal benefit.
WE, THE UNDERSIGNED, being each of the incorporators herebefore 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 our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 8th day of May, 1991.
/s/ J. L. Austin
---------------------------
J. L. Austin
/s/ M. C. Kinnamon
---------------------------
M. C. Kinnamon
/s/ D. L. Sipple
---------------------------
D. L. Sipple
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATION OF
INCORPORATION OF "STANWICH, INC.", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF
DECEMBER, A.D. AT 10 O'CLOCK A.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203680
DATE: 11-21-96
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION
Stanwich, Inc., a corporation organized under the laws of Delaware, the
Certificate of Incorporation of which was filed in the office of the Secretary
of State on the 8th day of May, 1991, and thereafter voided for non-payment of
taxes, now desiring to procure a revival of its Certificate of Incorporation,
and hereby certifies as follows:
1. The name of the corporation is Stanwich, Inc.
2. Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle and the name of this registered agent at such address is The Corporation
Trust Company.
3. The date when revival of the Certificate of Incorporation of
this corporation is to commence is the 28th day of February, 1994, same being
prior to the date the Certificate of Incorporation became void. Revival of the
Certificate of Incorporation is to be perpetual.
4. This corporation was duly organized under the laws of Delaware
and carried on the business authorized by its Certificate of Incorporation
until the 1st day of March, 1994, at which time its Certificate of
Incorporation became inoperative and void for non-payment of taxes and this
Certificate for Renewal and Revival is filed by authority of the duly elected
directors of the corporation in accordance with the law of Delaware.
IN WITNESS WHEREOF, said Stanwich, Inc., in compliance with Section 312
of Title 8 of the Delaware Code has caused this certificate to be signed by
Joshua J. Vernaglia, Jr. its last and acting Secretary, this 15th day of
December, 1994.
By /s/ Joshua J. Vernaglia, Jr.
--------------------------------------
Joshua J. Vernaglia, Jr., Secretary
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "STANWICH, INC.", CHANGING ITS NAME FROM "STANWICH, INC." TO
"FIRST NEW ENGLAND DENTAL CENTERS, INC.", FILED IN THIS OFFICE ON THE TWENTIETH
DAY OF DECEMBER, A.D. 1994, AT 10:01 O'CLOCK A.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203681
DATE: 11-21-96
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Stanwich, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation, adopted a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Stanwich, Inc.
be amended by changing the First Article thereof so that, as amended
said Article shall be and read as follows:
THE NAME OF THE CORPORATION IS: FIRST NEW ENGLAND DENTAL CENTERS, INC.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous 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 the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Stanwich, Inc. has cuased this certificate to
be signed by Joshua J. Vernaglis, its Secretary, this 19th day of December,
1994.
/s/ Joshua J. Vernaglia
------------------------------
Joshua J. Vernaglia, Secretary
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", FILED IN THIS OFFICE
ON THE TWENTY-FIRST DAY OF NOVEMBER, A.D. 1995, AT 2:00 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203682
DATE: 11-21-96
FIRST NEW ENGLAND DENTAL CENTERS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
First New England Dental Centers, 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 board of directors of the Corporation, by unanimous
written consent pusuant to the applicable provisions of the General Corporation
Law of the State of Delaware, adopted a resolution setting forth a proposed
amendment to the Certificate of Incorporation of the Corporation and declared
such amendment to be advisable. The resolution setting forth the proposed
amendment is as follows:
VOTED: That the Board of Directors of the Corporation does hereby declare it
advisable that the Certificate of Incorporation of this Corporation be
amended by changing the Article thereof numbered 4 so that, as amended,
such Article 4 shall be and read in its entirety as follows:
"4. The total number of shares of stock which the
corporation shall have authority to issue is 6,000,000 and the
par value of each of such shares is One Cent ($0.01) amounting
in the aggregate to Sixty Thousand Dollars ($60,000)."
SECOND: That the holders of the requisite number of outstanding shares
of Common Stock of the Corporation have duly approved such amendment by the
required vote of such stockholders, adopted by a written action in lieu of a
meeting of such stockholders, all in accordance with Sections 242 and 228 of
the General Corporation Law of the State of Delaware, and all notices required
to be delivered pursuant to Section 228(d) of such General Corporation Law have
been delievered.
IN WITNESS WHEREOF, Penzance Partners II, Inc. has caused this
certificate to be signed, under penalties of perjury, by Jerald Robbins, its
President, and attested by Joshua J. Vernaglia, its Secretary, as of October
12, 1995.
PENZANCE PARTNERS II, INC.
By: /s/ Jerald Robbins, Pres.
------------------------------
Jerald Robbins, President
ATTEST:
/s/ Joshua J. Vernaglia
------------------------------
Joshua J. Vernaglia, Secretary
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"PENZANCE PARTNERS II, INC.", A DELAWARE CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THE FIFTEENTH DAY OF DECEMBER, A.D. 1995, AT 4 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203683
DATE: 11-21-96
FIRST NEW ENGLAND DENTAL CENTERS, INC.
PENZANCE PARTNERS II, INC.
CERTIFICATE OF MERGER
Fist New England Dental Centers, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, and Penzance Partners II, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware, do
hereby certify:
FIRST: That the constituent corporations of the Merger are
1. First New England Dental Centers, Inc., a corporation
organized and existing under and by virtue of the
General Corporation Law of the State of Delaware; and
2. Penzance Partners II, Inc., a corporation organized
and existing under and by virtue of the General
Corporation Law of the State of Delaware.
SECOND: That an Agreement of Merger has been approved, adopted,
certified, executed and ackowledged by each of the constituent corporations,
all in accordance with Section 251 of the General Corporation law of the State
of Delaware.
THIRD: That the name of the surviving corporation is
First New England Dental Centers, Inc.
FOURTH: That the certificate of incorporation of First New England
Dental Centers, Inc. shall be the certificate of incorporation of the surviving
corporation.
FIFTH: That the executed Agreement of Merger is on file at the
principal place of business of First New England Dental Centers, Inc., at 170
Commonwealth Avenue, Boston, Massachusetts 02116.
SIXTH: That a copy of the Agreement of Merger will be furnished by
First New England Dental Centers, Inc., on request and without cost, to any
stockholder of any constituent corporation.
IN WITNESS WHEREOF, First New England Dental Centers, Inc. has caused
this certificate to be signed, under the penalties of perjury, by Jerald
Robbins, its President, and attested
by Joshua J. Vernaglia, its Secretary, and Penzance Partners II, Inc. has
caused this certificate to be signed, under penalties of perjury, by John R.
Lakian, its President, and attested by Joshua J. Vernaglia, its Secretary, as
of December 12, 1995.
FIRST NEW ENGLAND DENTAL CENTERS,
INC.
By: /s/ Jerald Robbins, President
---------------------------------
Jerald Robbins, President
ATTEST:
By: /s/ Joshua J. Vernaglia
------------------------------
Joshua J. Vernaglia, Secretary
PENZANCE PARTNERS II, INC.
By: /s/ John Lakian
---------------------------------
John R. Lakian, President
ATTEST:
By: /s/ Joshua J. Vernaglia
------------------------------
Joshua J. Vernaglia, Secretary
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"ARNOLD WATKIN, D.D.S., INC.", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THE TWENTY-NINTH DAY OF DECEMBER, A.D. 1995, AT 4 O'CLOCK
P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203684
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
ARNOLD WATKIN, D.D.S., INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Arnold Watkin, D.D.S., Inc., which is incorporated under
the laws of the Commonwealth of Massachusetts; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
170 Commonwealth Avenue
Boston, Massachusetts 02116
6. A copy of the aforesaid Agreement of Merger will be furnished by
the aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The authorized capital stock of Arnold Watkin, D.D.S., Inc.
consists of 15,000 shares without par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
December 29, 1995 insofar as the General Corporation Law of the State of
Delaware shall govern said effective date.
Dated: December 29, 1995.
*
*
*
*
*
*
*
*
*
-2-
ARNOLD WATKIN, D.D.S., INC.
By: /s/ Arnold Watkin
----------------------------
Its: President
Attest:
/s/ Joshua J. Vernaglia
--------------------------
Dated: December 29, 1995.
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins, Pres.
----------------------------
Its:
Attest:
/s/ Joshua J. Vernaglia
--------------------------
- 3 -
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"RICHARD S. HAROLD, INC.", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THIS SECOND DAY OF FEBRUARY, A.D. 1995, AT 4:30 O'CLOCK
P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203685
DATE: 11-21-96
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 02/02/1996
960032991 - 2262494
CERTIFICATE OF MERGER
OF
RICHARD S. HAROLD, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Richard S. Harold, Inc., which is incorporated under the
laws of the Commonwealth of Massachusetts; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation law of the State of Delaware.
3. The name of the surviving corporaton in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
170 Commonwealth Avenue
Boston, Massachusetts 02116
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and
without cost, to any stockholder of each of the aforesaid constituent
corporations.
7. The authorized capital stock of Richard S. Harold, Inc.
consists of 1,000 shares without par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
February 2, 1996 insofar as the General Corporation Law of the State of
Delaware shall govern said effective date.
Dated: As of February 2, 1996
RICHARD S. HAROLD, INC.
By: /s/ Richard S. Harold, DMD
--------------------------
Richard S. Harold, DMD
President
Attest:
/s/ Joshua Vernaglia
--------------------
Dated: As of February 2, 1996.
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins, Pres.
--------------------------
Jerald Robbins, President
Attest:
/s/ Joshua Vernaglia
--------------------
- 2 -
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"WILLIAM H. GRASS, INC.", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THIS THIRTEENTH DAY OF FEBRUARY, A.D. 1995, AT 9:00
O'CLOCK A.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203686
DATE: 11-21-96
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/13/1996
960042567 - 2262494
CERTIFICATE OF MERGER
OF
WILLIAM H. GRASS, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) William H. Grass, Inc., which is incorporated under the
laws of the Commonwealth of Massachusetts; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporaton in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
170 Commonwealth Avenue
Boston, Massachusetts 02116
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and
without cost, to any stockholder of each of the aforesaid constituent
corporations.
7. The authorized capital stock of William H. Grass, Inc.
consists of 100 shares without par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certiied shall be effective on
February 14, 1996 insofar as the General Corporation Law of the State of
Delaware shall govern said effective date.
Dated: As of January 31, 1996
WILLIAM H. GRASS, INC.
By: /s/ William H. Grass
--------------------------
William H. Grass, D.D.S.,
President
Attest:
/s/ ????????
--------------------
Dated: As of January 31, 1996.
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins, Pres.
--------------------------
Jerald Robbins, President
Attest:
/s/ Joshua Vernaglia
--------------------
- 2 -
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
CORRECTION OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", FILED IN THIS OFFICE
ON THE TWENTY-FIFTH DAY OF MARCH, A.D. 1996, AT 4:30 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203687
DATE: 11-21-96
CORRECTED CERTIFICATE OF MERGER
OF
ARNOLD WATKIN D.D.S., INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
Pursuant to [Section]103(f) of the Delaware General Corporation Laws,
the Certificate of Merger of Arnold Watkin, D.D.S., Inc. and First New England
Dental Centers, Inc. filed on December 29, 1995 ("Certificate of Merger"), is
hereby corrected so that the name of the constituent business corporation
"Arnold Watkin, D.D.S., Inc." stated in Section 1(i) thereon shall read "Arnold
Watkin, Inc." and Paragraph 7 and the signature line for said Corporation shall
be amended accordingly.
The Corrected Certificate of Merger shall read as follows:
"CERTIFICATE OF MERGER
OF
ARNOLD WATKIN, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
1. The constituent business corporations participating in the
merger herein certified are:
(i) Arnold Watkin, Inc., which is incorporated under the
laws of the Commonwealth of Massachusetts; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the
Certificate of Incorporation of said surviving corporation until amended and
changed pursuant to the provisions of the General Corporation Law of the State
of Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
170 Commonwealth Avenue
Boston, Massachusetts 02116
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The authorized capital stock of Arnold Watkin, Inc. consists of
15,000 shares without par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
December 29, 1995 insofar as the General Corporation Law of the State of
Delaware shall govern said effective date.
Dated: December 29, 1995
ARNOLD WATKIN, INC.
By: /s/ Arnold Watkin
----------------------------------
Arnold Watkin, D.D.S
President
Attest:
/s/ ??????????????????
-------------------------
Dated: December 29, 1995
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
----------------------------------
Jerald Robbins, President
Attest:
/s/ ????????????
-------------------------
-2-
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"ARTHUR P. WEIN, INC.", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE TWENTY-NINTH DAY OF APRIL, A.D. 1996, AT 3:30 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] ------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203688
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
ARTHUR P. WEIN, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Arthur P. Wein, Inc., which is incorporated under the laws
of the Commonwealth of Massachusetts; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
262 Washington Street
Boston, Massachusetts 02108
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and
without cost, to any stockholder of each of the aforesaid constituent
corporations.
7. The authorized capital stock of Arthur P. Wein, Inc. consists
of 12,500 shares without par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
April 29, 1996 insofar as the General Corporation Law of the State of Delaware
shall govern said effective date.
Dated: April 25, 1996
ARTHUR P. WEIN, INC.
By: /s/ Arthur P. Wein
------------------------------
Arthur P. Wein, D.D.S.,
President
Attest:
/s/ Arthur P. Wein
----------------------------
Dated: April 25, 1996
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
------------------------------
Jerald Robbins, President
Attest:
/s/ Joshua J. Vernaglia
----------------------------
-2-
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"RAMIRO BLANCO, INC.", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE TWENTY-NINTH DAY OF APRIL, A.D. 1996, AT 4:30 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203689
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
RAMIRO BLANCO, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Ramiro Blanco, Inc., which is incorporated under the laws
of the Commonwealth of Massachusetts; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
262 Washington Street, 6th Floor
Boston, Massachusetts 02108
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and
without cost, to any stockholder of each of the aforesaid constituent
corporations.
7. The authorized capital stock of Ramiro Blanco, Inc. consists of
200,000 shares with no par value per share.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
April 30, 1996 insofar as the General Corporation Law of the State of Delaware
shall govern said effective date.
Date: As of April 29, 1996
--------
RAMIRO BLANCO, INC.
By: /s/ Ramiro Blanco
--------------------------------------
Ramiro Blanco, D.D.S., M.Sc.
President
Attest:
/s/ ?????????????????
---------------------------
Dated: As of April 29, 1996
--------
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
--------------------------------------
Jerald Robbins, President
Attest:
/s/ ????????????
---------------------------
-2-
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"BADER AND SHUMAN, INC.", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE SEVENTEENTH DAY OF JULY, A.D. 1996, AT 1:30 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203690
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
BADER AND SHUMAN, INC.
INTO
FIRST NEW ENGLAND DENTAL CENTERS, INC.
First New England Dental Centers, Inc. a corporation organized under
the laws of the State of Delaware, for the purpose of merging with a
Massachusetts corporation pursuant to Section 252 of the Delaware General
Corporation Law, hereby certifies that:
1. The names and states of incorporation of the constituent
corporations are:
Name Jurisdiction
---- ------------
Bader and Shuman, Inc. Massachusetts
First New England
Dental Centers, Inc. Delaware
2. An agreement of merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with Subsection 252(c) of the Delaware General Corporation Law and with Chapter
156B [Section]79 of the Massachusetts General Laws.
3. The name of the surviving corporation is "First New England
Dental Centers, Inc.," a Delaware corporation.
4. The current certificate of incorporation of First New England
Dental Centers, Inc. shall be the certificate of incorporation of the surviving
corporation.
5. The executed agreement of merger is on file at the following
principal place of business of the surviving corporation:
First New England Dental Centers, Inc.
85 Devonshire Street, 2nd Floor
Boston, Massachusetts 02109
6. A copy of the agreement of merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
7. The authorized capital stock of Bader and Shuman, Inc., a
Massachusetts corporation, is Fifteen Thousand (15,000) shares of Common Stock,
no par value.
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed
this 8th day of July, 1996.
FIRST NEW ENGLAND DENTAL CENTERS, INC.
a Delaware corporation
By: /s/ Jerald Robbins
-----------------------------------
President
ATTEST:
BY: /s/ Joshua J. Vernaglia
---------------------------
Secretary
-2-
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"PAUL D. SILVER, INC.", A NEW HAMPSHIRE CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE EIGHTEENTH DAY OF JULY, A.D. 1996, AT 4 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] ---------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203691
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
PAUL D. SILVER, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Paul D. Silver, Inc., which is incorporated under the laws
of the State of New Hampshire; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
85 Devonshire Street
Boston, Massachusetts 02108
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request and
without cost, to any stockholder of each of the aforesaid constituent
corporations.
7. The authorized capital stock of Paul D. Silver, Inc. consists
of 300 shares, no par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
July 18th, 1996 insofar as the General Corporation Law of the State of Delaware
shall govern said effective date.
Dated: July 18th, 1996.
---------
PAUL D. SILVER, INC.
By: /s/ Paul D. Silver
-------------------------------
Paul D. Silver, President
Attest:
/s/ ???????????
---------------------------
Dated: July 18th, 1996.
---------
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
-------------------------------
Jerald Robbins, President
Attest:
/s/ ??????????????
---------------------------
-2-
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"BUCHWALTER & PAPUGA, INC.", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE SECOND DAY OF AUGUST, A.D. 1996, AT 4:30 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203692
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
BUCHWALTER & PAPUGA, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Buchwalter & Papupa, Inc., which is incorporated under the
laws of the Commonwealth of Massachusetts; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
85 Devonshire Street - 2nd Floor
Boston, Massachusetts 02109
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The authorized capital stock of Buchwalter & Papuga, Inc.
consists of 1,000 shares without par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
August 2, 1996 insofar as the General Corporation Law of the State of Delaware
shall govern said effective date.
Dated: August 2, 1996
BUCHWALTER & PAPUGA, INC.
By: /s/ Neil Buchwalter
-----------------------------
Neil Buchwalter
President
Attest:
/s/ David G. Papuga
-----------------------------
David G. Papuga
Dated: August 2, 1996
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
-----------------------------
Jerald Robbins, President
Attest:
/s/ Joshua J. Vernaglia
-----------------------------
Joshua J. Vernaglia
- 2 -
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"CRAM-CHEMA, INC.", A NEW HAMPSHIRE CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE SECOND DAY OF AUGUST, A.D. 1996, AT 5:00 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203693
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
CRAM-CHEMA, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Cram-Chema, Inc., which is incorporated under the laws of
the State of New Hampshire; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
85 Devonshire Street
Boston, Massachusetts 02108
6. A copy of the aforesaid Agreement of Merger will be furnished by
the aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The authorized capital stock of Cram-Chema, Inc.
consists of 300 shares, no par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
August 2, 1996 insofar as the General Corporation Law of the State of
Delaware shall govern said effective date.
Dated: August 2, 1996
--------
CRAM-CHEMA, INC.
By: /s/ Marjorie J. Cram Chema D.D.S.
---------------------------------
Marjorie J. Cram Chema, D.D.S.
President
Attest:
/s/ Michael H. Chema
-----------------------------------
Michael H. Chema, D.D.S., Secretary
Dated: August 2, 1996
--------
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
---------------------------------
Jerald Robbins, President
Attest:
/s/ Joshua J. Vernaglia
-----------------------------------
Joshua J. Vernaglia
-2-
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", FILED IN THIS OFFICE ON
THE TWENTY-FOURTH DAY OF OCTOBER, A.D. 1996, AT 4 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203694
DATE: 11-21-96
FIRST NEW ENGLAND DENTAL CENTERS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
First New England Dental Centers, 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 board of directors of the Corporation, by unanimous
written consent pursuant to the applicable provisions of the General
Corporation Law of the State of Delaware, adopted a resolution setting forth a
proposed amendment to the Certificate of Incorporation of the Corporation and
declared such amendment to be advisable. The resolution setting forth the
proposed amendment is as follows:
VOTED: That the Board of Directors of the Corporation does hereby declare it
advisable that the Certificate of Incorporation of this Corporation be
amended by changing the Article thereof numbered 4 so that, as amended,
such Article 4 shall be and read in its entirety as follows:
"4. The total number of shares of stock which the
corporation shall have authority to issue is 10,000,000 and the
par value of each of such shares is One Cent ($0.01) amounting
in the aggregate to One Hundred Thousand Dollars ($100,000)."
SECOND: That the holders of the requisite number of outstanding shares
of Common Stock of the Corporation have duly approved such amendment by the
required vote of such stockholders, adopted by a written action in lieu of
a meeting of such stockholders, all in accordance with Sections 242 and 228 of
the General Corporation Law of the State of Delaware, and all notices
required to be delivered pursuant to Section 228(d) of such General Corporation
Law have been delivered.
IN WITNESS WHEREOF, First New England Dental Centers, Inc. has caused
this certificate to be signed, under penalties of perjury, by Jerald Robbins,
its President, and attested by Joshua J. Vernaglia, its Secretary, as of
October 23, 1996.
FIRST NEW ENGLAND DENTAL CENTERS,
INC.
By: /s/ Jerald Robbins
-------------------------
Jerald Robbins, President
ATTEST:
/s/ Joshua J. Vernaglia
------------------------------
Joshua J. Vernaglia, Secretary
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"FEINGOLD AND RAPPAPORT SUB, INC.", A CONNECTICUT CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE TWENTY-FIFTH DAY OF OCTOBER, A.D. 1996, AT 4:30 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203695
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
FEINGOLD AND RAPPAPORT SUB, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Feingold and Rappaport Sub, Inc., which is incorporated
under the laws of the State of Connecticut; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
85 Devonshire Street, 2nd Floor
Boston, Massachusetts 02109
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The authorized capital stock of Feingold and Rappaport Sub,
Inc. consists of 5,000 shares of Common Stock, $100.00 par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
October 25, 1996 insofar as the General Corporation Law of the State of
Delaware shall govern said effective date.
Dated: October 25, 1996
----------
FEINGOLD AND RAPPAPORT SUB, INC.
By: /s/ Richard M. Feingold, DDS
---------------------------------
Richard M. Feingold, D.D.S.
Attest:
?????
-----------------------------------
Dated: October 25, 1996
----------
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
---------------------------------
Jerald Robbins, President
Attest:
/s/ Joshua J. Vernaglia
-----------------------
-2-
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"FRANK WEISNER, INC.", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE SIXTH DAY OF NOVEMBER, A.D. 1996, AT 2:00 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203695
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
FRANK WEISNER, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Frank Weisner, Inc., which is incorporated under the laws
of the Commonwealth of Massachusetts; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
85 Devonshire Street - 2nd Floor
Boston, Massachusetts 02109
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The authorized capital stock of Frank Weisner, Inc.
consists of 12,500 shares without par value.
8. The Agreement of Merger between the aforesaid constituent
corporations provides that the merger herein certified shall be effective on
November 5, 1996 insofar as the General Corporation Law of the State of Delaware
shall govern said effective date.
Dated: November 5, 1996
FRANK WEISNER, INC.
By: /s/ Frank Weisner, D.M.D.
-------------------------
Frank Weisner D.M.D.
President
Attest:
/s/ Melissa Fields
----------------------
Melissa Fields
Dated: November 5, 1996
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
-------------------------
Jerald Robbins, President
Attest:
/s/ Harvey W. Goldstein
---------------------------
Harvey W. Goldstein
- 2 -
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"BELKNAP DENTAL ASSOCIATES, INC.", A NEW HAMPSHIRE CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME
OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE EIGHTH DAY OF NOVEMBER, A.D. 1996, AT 2:30 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203697
DATE: 11-21-96
CERTIFICATE OF MERGER
OF
BELKNAP DENTAL ASSOCIATES, INC.
AND
FIRST NEW ENGLAND DENTAL CENTERS, INC.
It is hereby certified that:
1. The constituent business corporations participating in the
merger herein certified are:
(i) Belknap Dental Associates, Inc., which is incorporated under
the laws of the State of New Hampshire; and
(ii) First New England Dental Centers, Inc., which is
incorporated under the laws of the State of Delaware.
2. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein
certified is First New England Dental Centers, Inc., which will continue its
existence as said surviving corporation upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
4. The Certificate of Incorporation of First New England Dental
Centers, Inc., as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid surviving corporation, the address of which is as follows:
First New England Dental Centers, Inc.
85 Devonshire Street
Boston, Massachusetts 02108
6. A copy of the aforesaid Agreement of Merger will be furnished
by the aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The authorized capital stock of Belknap Dental Associates, Inc.
consists of 300 shares, no par value.
8. The Agreement of Merger between the aforesaid constituent
corporation provides that the merger herein certified shall be effective on
November 8, 1996 insofar as the General Corporation Law of the State of Delaware
shall govern said effective date.
Dated: November 8, 1996
BELKNAP DENTAL ASSOCIATES, INC.
By: /s/ Robert M. Chaikin
-----------------------------
Robert M. Chaikin, D.M.D.
Attest:
????????
----------------------
Dated: November , 1996
--
FIRST NEW ENGLAND DENTAL
CENTERS, INC.
By: /s/ Jerald Robbins
-------------------------
Jerald Robbins, President
Attest:
Joshua J. Vernaglia
-------------------
Joshua J. Vernaglia
- 2 -
PAGE 1
[STATE SEAL]
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
CORRECTION OF "FIRST NEW ENGLAND DENTAL CENTERS, INC.", FILED IN THIS OFFICE
ON THE FOURTEENTH DAY OF NOVEMBER, A.D. 1996, AT 4:30 O'CLOCK P.M.
/s/ Edward J. Freel
[SECRETARY SEAL] -------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8203698
DATE: 11-21-96
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF
MERGER OF BELKNAP DENTAL ASSOCIATES, INC.
AND FIRST NEW ENGLAND DENTAL CENTERS, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON NOVEMBER 8, 1996
First New England Dental Centers, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is FIRST NEW ENGLAND DENTAL CENTERS, INC.
2. That a Certificate of Merger of Belknap Dental Associates, Inc. and
First New England Dental Centers, Inc. was filed by the Secretary of
State of Delaware on November 8, 1996, and that said Certificate
requires correction as permitted by Section 103 of the General
Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows: Effective Date of the Merger should be November 14, 1996.
4. Article 8 of the Certificate is corrected to read as follows:
The Agreement of Merger between the aforesaid constituent corporation
provides that the merger herein certified shall be effective on
November 14, 1996 insofar as the General Corporation Law of the State
of Delaware shall govern said effective date.
IN WITNESS WHEREOF, said First New England Dental Centers, Inc. has
caused this Certificate to be signed by Jerald Robbins, its President *, this
14th day of November, 1996.
/s/ Jerald Robbins, Pres.
-------------------------
By President
----------------------
Name:
Title:
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP,
WHICH MERGES:
"FNEDC, INC. ", A MASSACHUSETTS CORPORATION,
WITH AND INTO "FIRST NEW ENGLAND DENTAL CENTERS, INC." UNDER THE NAME OF
"FIRST NEW ENGLAND DENTAL CENTERS, INC.", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE
THE FIFTEENTH DAY OF JANUARY, A.D. 1997, AT 1:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[State Seal of Delaware] /s/ Edward J. Freel
---------------------------------------
/s/ Edward J. Freel, Secretary of State
2262494 8100M AUTHENTICATION: 8286697
971014694 DATE: 01-15-97
STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP AND MERGER
OF
FNEDC, INC.
WITH AND INTO
FIRST NEW ENGLAND DENTAL CENTERS, INC.
In accordance with Section 253 of the General Corporation Law of Delaware,
First New England Dental Centers, Inc. (the "Corporation"), a duly organized
corporation validly existing under and by virtue of the General Corporation Law
of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Corporation owns all of the outstanding capital stock of
FNEDC, Inc. ("FNEDC"), which is incorporated under the laws of
the Commonwealth of Massachusetts.
SECOND: That Section 253 of the General Corporation Law of Delaware
permits the Corporation to merge FNEDC with and into the
Corporation and to thereby assume all of FNEDC rights and
obligations (the "Merger" ).
THIRD: That the Corporation shall be the surviving corporation of the
Merger.
FOURTH: That the Board of Directors of the Corporation has approved the
Merger through the adoption, on December 27, 1996, of the
following resolutions:
RESOLVED: That, pursuant to Section 253 of the General
Corporation Law of the State of Delaware ("Delaware
Statute") this Corporation's wholly-owned subsidiary,
FNEDC, Inc. ("FNEDC"), a Massachusetts corporation, be
merged with and into this Corporation; that this
Corporation shall be the surviving corporation of such
merger; and that this Corporation shall thereby assume
all rights and obligations of FNEDC.
RESOLVED: That the foregoing merger shall become effective upon
the filing of a duly executed and acknowledged
Certificate of Ownership and Merger setting forth a
copy of these Resolutions, pursuant to the provisions
of Sections 103 and 253 of the Delaware Statute; and
that the President and any Vice President of this
Corporation be and each of them
severally hereby are authorized to execute and file
such Certificate for and on behalf of this Corporation
and that the Secretary or any Assistant Secretary of
this Corporation be and each of them severally hereby
are authorized to attest to such Certificate for and on
behalf of this Corporation, the execution,
acknowledgment, and filing thereof by any such officers
of this Corporation to be conclusive evidence that the
same have been authorized and approved by the Board of
Directors of this Corporation.
RESOLVED: That the officers of this Corporation at the time in
office are, and each of them acting singly hereby is,
authorized from time to time in the name and on behalf
of this Corporation, under its corporate seal, if
desired, attested by an appropriate officer, if
desired, to execute, make oath to, acknowledge, deliver
and file any and all of the agreements, instruments,
certificates and documents referred to in the preceding
Resolutions, with such changes therein as the officer
or officers so acting may deem necessary or desirable,
and to take or cause to be taken all other actions and
to execute and deliver all such agreements,
instruments, certificates and documents in connection
with the transactions which are referred to in, or
contemplated by, the preceding Resolutions, as may be
shown by the officer's or officers' execution or
performance to be in the officer's or officers'
judgment necessary or desirable, the taking of such
action by an officer or officers of this Corporation to
be conclusive evidence that the same is authorized by
the directors of this Corporation.
FIFTH: That this Certificate and the Merger shall be effective on the
hour and on the date that this duly executed and acknowledged
Certificate is filed with the Secretary of State of the State of
Delaware as provided in Sections 103 and 253 of the Delaware
Statute.
SIXTH: That subject to applicable law, the foregoing resolutions of the
Board of Directors of the
Corporation approving the Merger may be amended or terminated by
the Board of Directors of the Corporation at any time prior to
the effective time of the Merger.
IN WITNESS WHEREOF, said First New England Dental Centers, Inc. has caused
this Certificate to be signed and executed by its President and attested to by
its Secretary, all as of this 27th day of December, 1996.
By: /s/ Donald E. Strange
-----------------------------
Donald E. Strange, President
ATTEST:
by: /s/ Joshua J. Vernaglia
----------------------------------
Joshua J. Vernaglia, Secretary
Dates Referenced Herein and Documents Incorporated By Reference
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