Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Form S-1, Registration Statement 81 372K
2: EX-3.1 Certificate of Incorporation of the Registrant 6 23K
3: EX-3.2 Articles of Amendment to the Articles 2 9K
4: EX-3.3 Articles of Amendment to the Certificate 7 22K
5: EX-3.4 Certificate of Incorporation of Registrant 7 25K
6: EX-3.5 Bylaws of Registrant 7 40K
7: EX-16.1 Predecessor Auditor Letter 1 6K
8: EX-23.1 Consent of Ernst & Young, LLP 1 6K
9: EX-23.2 Consent of Wilkins, Miller, P.C. 1 6K
10: EX-24.1 Powers of Attorney 10 28K
EX-3.1 — Certificate of Incorporation of the Registrant
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
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OF
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COMPUTER PROGRAMS AND SYSTEMS, INC.
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We, the undersigned, in order to form a corporation for the purpose
hereinafter stated, do hereby declare ourselves to be the incorporators, and
certify as follows, viz:
FIRST
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The name of said corporation shall be:
COMPUTER PROGRAMS AND SYSTEMS, INC.
SECOND
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The nature of the business to be transacted, promoted or carried on by
said corporation and the objects and purposes for which it is formed, are to be
any and all of the things herein set forth, and to exercise any and all of the
rights, powers and privileges conferred by the laws of the State of Alabama on
corporation, or which are herein enumerated, to the same extent as natural
persons might or could do, viz:
To design, program and implement computer data processing systems and
conduct a consulting service in connection therewith; to supply the software
used in computer systems; to sell computer systems; to install software in
computers; to do all things necessary to program computer systems; to serve as
subcontractors in the computer industry; to do computer systems analysis work;
to design and analyze computer needs for businesses; to develop and install
computer systems; to engage in the sale of computer systems; to analyze the
needs of computer users and develop the software for installation in computers;
to engage generally in the business of computer consultants; to do all analysis
work to determine the most efficient use for computers and to program the same
to accomplish this purpose, including the installation of software; to provide
data processing services.
To buy, sell, lease, hold, encumber by mortgage, liens or otherwise, or
in any other manner to trade or deal in lands or real property wherever located;
To organize, establish, operate and maintain financial institutions of
all and every kind, class and description for the purpose of lending to the
stockholders and others, the money from time to time accumulated; to make such a
loan on such security, real or personal, and under such terms and conditions as
the Board of Directors may determine upon; to charge and collect interest or
premiums in advance on loans, awards or other disposition of its funds; and to
provide for the retirement and withdrawal of any borrowing stockholders as may
be deemed advisable by the corporation, and permitted by law;
To organize, operate and maintain corporations or business enterprises
for any and all purposes, whatsoever, consistent with the laws of the State of
Alabama; to do a general investment, security and financial business of any and
all kinds; to borrow money, either with or without security, and to execute any
receipt, note, bond, mortgage, deed of trust or other security or securities for
the payment of the same; to subscribe for, purchase, or otherwise acquire, hold,
own, use, hypothecate, trade and deal in and with stock, bonds, debentures,
script, notes, coupons, or other negotiable or transferable securities of any
and every kind;
To purchase, take on, lease, buy, exchange or otherwise acquire, real
and personal property of every kind, class and description, including buildings,
factories, plants, stores, theatres, concessions, patents, contracts, easements,
franchises, rights of way, business concerns, business opportunities and
undertakings of all and every kind, and to sell, mortgage, pledge, lease,
improve, manage, operate, turn to account and otherwise trade and deal in the
same;
To undertake or guarantee the payment of either or both of the
principal, interest or dividends, of any stock, bonds, debentures, or other
securities issued by any corporation; to guarantee the payment of money for the
performance of any obligations or undertaking whatsoever; to act as Trustee,
Executor, Administrator, Receiver, or other fiduciary, to execute trusts of all
kinds; to act as broker for sale
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of stocks, bonds, or other securities, lands, buildings, factories, plants,
bridges, ferries, business concerns, concessions and undertakings of any and
every kind;
To purchase, or otherwise acquire, hold, own, use, operate, conduct,
mortgage, sell, convey, or otherwise dispose of, real and personal property of
every class and description, without limits, in any and all of the districts,
states and territories of the United States, and in any or all foreign
countries, and to build, acquire and equip manufacturing plants, stores,
warehouses, lighting plants, water works, and systems, amusement parks, hotels,
bridges, ferries, steamboats, and to run, operate and conduct same;
To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, warrants, bonds and other negotiable and transferable
instruments; to issue bonds, mortgages, debentures, or obligations of this
corporation from time to time, for any of the objects and purposes of the
corporation, and to secure the same by mortgage, pledge, deed of trust, or
otherwise to retire, hold and re-issue, the shares of its capital stock, its
bonds and securities;
To remunerate any person or corporation for services rendered, or to be
rendered, in, and, or about the formation, organization or promotion of this
corporation, or in placing, guaranteeing, or underwriting any shares of its
stock, bonds, or other securities of the corporation, or in the conduct of its
business;
In general, to carry on any other business in connection with the
foregoing, whether manufacturing, financial, commercial, industrial, mining or
otherwise, with all the powers conferred by the laws of the State of Alabama,
upon corporations formed under said act or are herein specified.
THIRD
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The location of the principal office and place of business shall be at
Mobile, Alabama, U.S.A. and it may have offices in any other State or City.
FOURTH
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The officers of the said corporation shall consist of President,
Secretary and Treasurer, and such other officers, agents, agents, or employees
as the Board
3
of Directors may appoint, with such powers as may be conferred upon them by said
Board of Directors.
FIFTH
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Said corporation shall have all the powers conferred upon it by these
articles of incorporation and such other powers as are, or may be hereafter,
conferred on business corporations, by virtue of the Constitution and Laws of
Alabama, now in force, or that may hereafter be enacted, including the power to
have and hold meetings of the Board of Directors or Stockholders within or
without the State of Alabama.
SIXTH
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The duration of this charter of incorporation shall be perpetual.
SEVENTH
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The total number of shares that may be issued is 50,000 shares which
shall be Common Stock with a par value of ONE AND NO/100 ($1.00) DOLLAR. The
amount of capital stock with which the corporation shall begin business shall be
$1,000.00, represented by the issuance of 1,000 shares Common capital stock.
EIGHTH
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The name and post office address of the person designated by the
incorporators to receive subscriptions of the capital stock is:
JOHN C. WILKINS
P. O. BOX 6062
MOBILE, AL 36606
NINTH
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The incorporators and their respective post office addresses and number
of shares subscribed for by each are as follows:
(1) John C. Wilkins
P.O. Box 6062
Mobile, AL 36606 500 shares $500.00
(2) R. B. Wilkins
P.O. Box 154
Mobile, AL 36601 480 shares $480.00
(3) J. M. Druhan
P.O. Box 154
Mobile, AL 36601 10 shares $ 10.00
4
(4) M. A. Wermuth
P.O. Box 154
Mobile, AL 36601 10 shares $ 10.00
TENTH
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The business of said corporation shall be under the general management
and control of a Board of Directors consisting of not less than three (3) nor
more than seven (7) persons, and shall be elected by the stockholders at the
meeting for authorization of said corporation. Said directors shall hold office
for one (1) year or until their successors are elected, in accordance with the
By-Laws of said corporation.
The incorporators have this day elected John C. Wilkins, R. B. Wilkins and
J. M. Druhan as directors of said corporation and said directors have this day
elected the following officers of said corporation, viz:
Dennis P. Wilkins - President
John C. Wilkins - Secretary and Treasurer
IN WITNESS WHEREOF, the undersigned incorporators have hereunto set their
hands and seals on the 14th day of February, 1979.
/s/ John C. Wilkins
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JOHN C. WILKINS
/s/ R. B. Wilkins
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R. B. WILKINS
/s/ J. M. Druhan
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J. M. DRUHAN
/s/ M. A. Wermuth
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M. A. WERMUTH
This Instrument Prepared By:
ROBERT D. WILKINS
157 N. Conception St.
Mobile, AL 36603
5
SUBSCRIPTION LIST
We, the undersigned, have and do hereby subscribe to and for the number
of shares of capital stock of COMPUTER PROGRAMS AND SYSTEMS, INC., set opposite
our signatures below. The subscription of each of the undersigned incorporators
has been fully paid for in cash.
/s/ John C. Wilkins 500 shares
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JOHN C. WILKINS
/s/ R. B. Wilkins 480 shares
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R. B. WILKINS
/s/ J. M. Druhan 10 shares
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J. M. DRUHAN
/s/ M. A. Wermuth 10 shares
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M. A. WERMUTH
STATE OF ALABAMA )
COUNTY OF MOBILE )
Personally appeared before me, the undersigned Notary Public in and for
said County and State, JOHN C. WILKINS, who being by me first duly sworn,
deposes and states under oath as follows:
That he is the person authorized by the incorporators of COMPUTER
PROGRAMS AND SYSTEMS, INC. to receive subscriptions to the capital stock of said
corporation and that the foregoing is the subscription list which truly sets
forth therein the names of the persons subscribing for shares of capital stock
of said corporation, the number of shares subscribed for by each and the amount
so paid; that all of said shares of capital stock of said corporation have been
fully paid for in cash and that he has received in cash the sum of ONE THOUSAND
AND NO/100 ($1,000.00) DOLLARS.
/s/ John C. Wilkins
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JOHN C. WILKINS
Subscribed and Sworn to
Before Me on this the 14th of February, 1979
/s/ Allie B. Baker
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NOTARY PUBLIC
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18 Subsequent Filings that Reference this Filing
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