STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
POLICY MANAGEMENT SYSTEMS, INC.
-------------------------------
Name Changed To Policy Management Systems Corporation
8/28/81
(File This Form in
Duplicate Originals)
(Sect. 33-7-30 of 1976 Code)
(INSTRUCTIONS ON PAGE 4)
For Use By This Space For Use By
The Secretary of State The Secretary of State
File No. D44681 /s/ John T. Campbell
-------------- -----------------------
Fee Paid $45 ($13) Secretary of State
--------------
R.N. 5382
--------------
Date: 7/18/80 Filed July 18, 1980
--------------
1. The name of the proposed corporation is POLICY MANAGEMENT SYSTEMS, INC.
-------------------------------
2. The initial registered office of the corporation is 1501 Lady Street
located in the city of Columbia county of Richland and the State of South
Carolina and the name of its initial registered agent at such address is J.
Smith Harrison.
3. The period of duration of the corporation shall be perpetual.
4. The corporation is authorized to issue shares of stock as follows:
Authorized No.
Class of Shares of Each Share Par Value
----------------- --------------- ------------
Common 1,000 $10.00
----------------- --------------- ------------
----------------- --------------- ------------
----------------- --------------- ------------
----------------- --------------- ------------
----------------- --------------- ------------
1
<PAGE>
If shares are divided into two or more classes or if any class of shares is
divided into series within a class, the relative rights, preferences, and
limitations of the shares of each class, and of each series within a class,
are as follows:
No exceptions
5. Total authorized capital stock 1,000 shares at $10.00 par value. Please see
instructions on Page 4.
6. It is represented that the corporation will not begin business until there
has been paid into the corporation the minimum consideration for the issue
of shares, which is $1,000.00 of which at least $500.00 is in cash.
7. The number of directors constituting the initial board of directors of the
corporation is One (1) and the names and addresses of the persons who are
to serve as directors until the first annual meeting of shareholders or
until their successors be elected and qualify are:
J. Smith Harrison 1501 Lady Street, Columbia, S.C. 29201
--------------------- -------------------------------------------
(Name) (Address)
--------------------- -------------------------------------------
(Name) (Address)
--------------------- -------------------------------------------
(Name) (Address)
--------------------- -------------------------------------------
(Name) (Address)
8. The general nature of the business for which the corporation is organized
is (it is not necessary to set forth in the purposes powers enumerated in
Section (33-3-10 of 1976 Code).
The nature of the business and the objects and purposes to be transacted,
promoted, or carried on by the Corporation are to engage in any lawful act
or activity for which any corporation may be organized under South Carolina
law; including, but not limited to the development, manufacture, licensing,
distribution, service, sale, purchase, resale, and financing of computer
software systems and computer hardware, including supplies, materials,
parts, and equipment pertinent thereto.
2
<PAGE>
9. Provisions which the incorporators elect to include in the articles of
incorporation are as follows:
A. Pre-emptive rights - No shareholder or other person shall have any
pre-emptive right whatsoever.
B. By-Laws - The initial By-Laws shall be adopted by the Board of
Directors. The Board of Directors has the power to alter, amend, or
repeal the By-Laws or adopt new By-Laws, subject to repeal or change
by action of the shareholders.
C. Indemnification - The Corporation shall indemnify those persons
permitted to be indemnified by South Carolina Code 33-13-180 (1976),
as amended, and may insure such persons to the extent permitted by
such statute.
(CONTINUED ON BACK)
10. The name and address of each incorporator is:
Name Street & Box No. City County State
---- ------------------- ---- ------ -----
Seibels, Bruce 1501 Lady Street, Columbia, Richland, South Carolina
& Company
SEIBELS, BRUCE & COMPANY
BY: /s/ J. Smith Harrison
-------------------------------------------
(Signature of Incorporator)
Date: July 18, 1980 J. Smith Harrison, Executive Vice President
-------------------------------------------
(Type or Print Name)
BY: /s/ Sterling E. Beale
-------------------------------------------
(Signature of Incorporator)
Sterling E. Beale, Senior Vice President
-------------------------------------------
(Type or Print Name)
BY:
(Signature of Incorporator)
-------------------------------------------
(Type or Print Name)
3
<PAGE>
STATE OF SOUTH CAROLINA
OFFICE OF THE SECRETARY OF STATE
JOHN T. CAMPBELL
INSTRUCTIONS FOR PREPARING ARTICLES OF INCORPORATION
No. 1 NAME - must NOT be similar to an existing corporation. The name must
also contain the word CORPORATION, INCORPORATION, LIMITED or the
abbreviation of one of these.
No. 2 Must have a complete street address (A POST OFFICE BOX IS NOT
ACCEPTABLE) and it may be the address of the corporation of one of
its officers.
The agent may be an officer or employee of the corporation or it
may be an attorney.
No. 3 Self explanatory.
No. 4 CLASS OF SHARES - must be common and may include some preferred.
AUTHORIZED SHARES - is the number of shares which the corporation
may issue.
PAR VALUE - will be the value of each share to be sold.
No. 5 AUTHORIZED CAPITAL - is equal to number of shares times par value as
shown by No. 4.
No. 6 Self explanatory.
No. 7 Name and complete address (street or box number) for the initial
board of directors.
The number of directors shall consist of at least three except if
shareholders are less than three - then you have one (1) director for
each shareholder.
No. 8 Must briefly state the SPECIFIC purposes for which the corporation is
organized.
4
<PAGE>
No. 9 Usually not used.
No. 10 Must have name and address (street or box number) of EACH
incorporator (may be one or more incorporators).
No. 10 - PAGE 2. Each incorporator must sign.
No. 10 - PAGE 3. Verification must be completed and signed by EACH
incorporator.
No. 11 Certificate of attorney - must be signed by an attorney LICENSED to
practice in the STATE OF SOUTH CAROLINA.
FEES - Authorized capital NOT exceeding $100,000, fee is $45.
Authorized capital exceeding $100,000, fee is $45 PLUS $.40 for
each $1,000 exceeding $100,000. MAXIMUM FEE IS $1,005.
When no par stock is used, a $10 par is assumed for the basis of
computing the filing fee.
NOTE -- These articles are filed in duplicate and must be accompanied by the
first report of corporation and check of $10, MADE PAYABLE TO
THE S.C. TAX COMMISSION.
NAME AVAILABILITY SHOULD BE CLEARED IN WRITING. CLEARANCE BY TELEPHONE IS NOT
RECOMMENDED AS IT IS NOT OFFICIAL.
ITEM 9 (CONTINUED)
D. Amendment of Articles of Incorporation - Except as otherwise provided
by statute or by these Articles of Incorporation, these Articles may
be altered, amended or repealed at any meeting of the shareholders by
the affirmative vote of the holders of sixty-six and two-thirds
percent (66 2/3%) of each class of shares of the Corporation entitled
to vote thereon.
5
<PAGE>
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
The undersigned J. Smith Harrison and Sterling E. Beale, Officers of
Seibels, Bruce & Company, do hereby certify that they are the incorporators of
Policy Management Systems, Inc. Corporation and are authorized to execute this
verification; that each of the undersigned for himself does hereby further
certify that he has read the foregoing document, understands the meaning and
purport of the statements therein contained and the same are true to the best of
his information and belief.
SEIBELS, BRUCE & COMPANY
BY: /s/ J. Smith Harrison
----------------------------------
(Signature of Incorporator)
BY: /s/ Sterling E. Beale
----------------------------------
(Signature of Incorporator)
__________________________________
(Signature of Incorporator)
(Each Incorporator Must Sign)
CERTIFICATE OF ATTORNEY
11. I, Robert H. Uehling, an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of chapter [sic] 7 of Title 33 of the South Carolina Code of
1976, relating to the organization of corporations, and that in my opinion,
the corporation is organized for a lawful purpose.
Date: July 18, 1980 /s/ Robert H. Uehling
-------------------------
(Signature)
Robert H. Uehling
-------------------------
(Type or Print Name)
Address: 1501 Lady Street
------------------------------
Columbia, South Carolina 29201
------------------------------
6
<PAGE>
SCHEDULE OF FEES
(Payable at time of filing Articles
of [sic] With Secretary of State)
Fee for filing Articles . . . . . . . . $
In addition to the above, $.40
for each $1,000.00 of the
aggregate value of shares which
the Corporation is authorized to
issue, but in no case less than
nor more than . . . . . . . . . . . . . .
NOTE: THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED
FOR FILING. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF
CORPORATIONS AND A CHECK IN THE AMOUNT OF $10 PAYABLE TO THE SOUTH
CAROLINA TAX COMMISSION.
Please see instructions on the reverse side.
7
<PAGE>
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
To The Articles of Incorporation of
Policy Management Systems, Inc.
(File This Form in Duplicate)
For Use By This Space For Use By
The Secretary of State Secretary of State
File No. D44681
---------
Fee Paid $61.00
---------
R.N. 21705
---------
Date: 8/28/81
---------
Pursuant to Authority of Section 33-15-10 the South Carolina Code of 1976
as amended, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
1. The name of the Corporation is Policy Management Systems, Inc.
2. The Registered Office of the Corporation is 1501 Lady Street in the City
of Columbia, County of Richland and the State of South Carolina and the
name of the Registered Agent at such address is J. Smith Harrison.
(Complete item 3 or 4 whichever is relevant)
3. a. The following Amendment of the Articles of Incorporation was
adopted by the shareholders of the Corporation on August 27, 1981.
(Text of Amendment)
See Attachment #1
b. At the date of adoption of the Amendment, the total number of all
outstanding shares of the Corporation was ten (10). The total of such shares
entitled to vote, and the vote of such shares was:
Total Number of Number of Shares Voted
Shares Entitled
To Vote For Against
----------------- --- -------
10 10 0
8
<PAGE>
ATTACHMENT I
Question #3
1. Article 1: The name of the Corporation is Policy Management Systems
Corporation.
2. Article 3: The Corporation is authorized to issue shares of stock as
follows:
Common Stock 10,000,000 $.01 par value
Special Stock 5,000,000 $.01 par value
Common Stock represents an increase in the authorized Common Stock from
1,000 shares at $10.00 par value to 10,000,000 shares at $.01 par value.
Special Stock represents a new series of $.01 par value special stock for
which the Board of Directors shall have the right to determine and fix the
relative rights and preferences.
3. Article 5: Total Authorized Capital Stock, 15,000,000 shares at $.01
par value.
4. Article 8: The nature of the business and the objects and purposes to
be transacted, promoted or carried on by the Corporation
shall include, but not be limited to the development,
manufacture, licensing, distribution, service, sale,
purchase, resale and financing of Computer Software Systems
including education pertaining to such Systems, and Computer
Hardware, including supplies, materials, parts and equipment
thereto; and furthermore to engage in any lawful act or
activity for which any corporation may be organized under
South Carolina law.
9
<PAGE>
5. Article 9 Article 9 of the original Articles of Incorporation
and including the Addendum of July 18, 1980, attached to
Addendum: the original Articles of Incorporation is repealed and
the new Addendum, dated August 28, 1981 and attached
hereto as Schedule 1 and incorporated herein by
reference, is approved as an integral part of this
Amendment.
Question #5
Ten (10) shares of the previously authorized stock had been issued by the
Corporation. These shares shall be automatically converted into 5,800,000
shares of $.01 par value Common Stock of the Corporation for the ten (10) shares
of $10.00 par value stock outstanding. All certificates of the $10.00 par value
Common Stock of the Corporation shall be called for cancellation.
Question #6
Stated capital is changed from $10,000 to $100,000.
10
<PAGE>
SCHEDULE I
ADDENDUM
a. Pre-emptive Rights. No shareholder or other person shall have any
-------------------
pre-emptive right whatsoever.
b. By-Laws. The initial By-Laws shall be adopted by the board of directors
-------
at the organizational meeting of the corporation. The board of directors has
the power to alter, amend, or repeal the By-Laws or adopt new By-Laws by the
affirmative vote of 2/3 of the directors then in office. The shareholders shall
also have the power to alter, amend, or repeal the By-Laws or adopt new By-Laws
by the affirmative vote of the holders of sixty-six and two-thirds percent of
each class of shares entitled to vote thereon.
c. Indemnification; Insurance. The corporation shall indemnify those
--------------- ---------
persons permitted to be indemnified by S.C. Code 33-13-180 (1976), as amended,
---------
and may insure such persons to the extent permitted by such statute.
d. Number Classification and Election of Directors. The board of directors
------------------------------------------------
shall be limited to a maximum of sixteen directors, with the precise number
thereof to be fixed as the board shall from time to time resolve. The members
of the board of directors need not be shareholders nor need they be residents of
any particular state. Subject to the provisions of S.C. Code 33-13-50 (a), the
---------
directors shall be classified with respect to the time for which they shall
severally hold office by dividing them into three classes, each consisting of an
approximately equal number of directors, and each director of the corporation
shall hold office until his successor shall be elected and shall qualify.
e. Retirement of Directors. Any member of the board of directors who
-------------------------
shall attain his seventieth birthday during his term shall retire from the board
on the last day of his term and shall be deemed to retire from the board on such
day. No person shall be elected to serve upon the board of directors who has
attained the age of seventy years.
f. Removal of Directors.
----------------------
(A) Directors may be removed without cause by the affirmative vote of the
holders of a majority of the shares entitled to vote at an election of
directors, such vote being taken at a meeting of the shareholders
called for that purpose at which the holders of eighty (80%) percent
of the shares entitled to vote are present in person or represented by
proxy. No amendment, alteration, change or repeal of this subparagraph
(A) of Article f. may be effected unless it is first approved by the
affirmative vote of holders of not less than eighty (80%) percent of
each class of shares of the company entitled to vote thereon.
11
<PAGE>
(B) Directors may be removed for cause by (1) the affirmative vote of the
holders of a majority of the shares entitled to vote at an election of
directors, such vote being taken at a meeting of the shareholders
called for that purpose at which a quorum as provided in Article h. is
present, or (2) the affirmative vote of the majority of the members of
the board of directors at a specially called meeting which shall
consider ony [sic] removal and replacement of such director. "Cause"
shall be defined under the terms of Section 33-13-70 (f) of the South
-----
Carolina Code of Laws of 1976, as amended.
------------------------------
(C) The removal of directors as provided in subsections (A) and (B) (1)
immediately above shall in every case be subject to the following
provision: No director who has been elected by cumulative voting may
be removed if the votes cast against his removal would be sufficient
to elect him if then cumulatively voted at an election of the entire
board of directors, or, if there be classes of directors, at an
election of the class of directors of which he is a part.
g. Amendment by Shareholders. Except as otherwise provided by statute or by
-------------------------
these Articles of Incorporation, these Articles may be altered, amended or
repealed at any meeting of the shareholders by the affirmative vote of the
holders of sixty-six and two-thirds percent of each class of shares of the
company entitled to vote thereon.
h. Quorum. The holders of a majority of the shares issued and outstanding
------
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at meetings of the shareholders for
the transaction of business except as otherwise provided by statute, by these
Articles of Incorporation or by the By-Laws. If a quorum is not present or
represented at a meeting of the shareholders, the shareholders entitled to vote,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At an adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
12
<PAGE>
i. Majority Vote; Withdrawal of Quorum. When a quorum is present at a
---------------------------------------
meeting, the vote of the holders of a majority of the shares having voting
power, present in person or represented by proxy, shall decide any question
brought before the meeting, unless the question is one on which, by express
provision of the statutes, these Articles of Incorporation, or the By-Laws, a
higher vote is required in which case the express provision shall govern. The
shareholders present at a duly constituted meeting may continue to transact
business until adjournment, despite the withdrawal of enough shareholders to
leave less than a quorum.
j. Method of Voting. Each outstanding share of common stock shall be
------------------
entitled to one vote in each matter submitted to a vote at a meeting of
shareholders. Each outstanding share of other classes of stock, if any, shall
have such voting rights as may be prescribed by the board of directors.
k. Business Combinations.
----------------------
(A) For purposes of this Article k only, the following terms shall have
the following meanings unless the context otherwise requires:
(1) "Company" shall mean Policy Management Systems Corporation, South
Carolina corporation.
(2) "equity security" means any stock or similar security; or any
security convertible, with or without consideration, into such a
security, or carrying any warrant to subscribe to or purchase
such a security; or any such warrant or right.
(3) "group" means and includes persons, firms and corporations acting
in concert, whether or not as a formal group.
(4) "substantially all of the assets" means assets representing at
least thirty percent (30%) of the fair market value of the net
assets or at least twenty-five percent (25%) of the fair market
value of the gross assets held by the person, firm or corporation
immediately prior to the proposed sale, lease or exchange.
13
<PAGE>
(B) If any person, firm or corporation (hereinafter referred to in this
Article k as the "Corporation") or any person, firm or corporation
controlling the Corporation, controlled by the Corporation or under
common control with the Corporation, or any group of which the
Corporation or any of the foregoing persons, firms or corporations are
members, or any other group controlling the Corporation, controlled by
the Corporation, or under common control with the Corporation, owns of
record, or owns beneficially, directly or indirectly, more than ten
percent (10%) of any class of equity security of the Company, then any
merger or consolidation of the Company with the Corporation, or any
sale, lease or exchange of substantially all of the assets of the
Company or the Corporation to the other (any such merger,
consolidation, sale, lease or exchange being hereinafter referred to
in this Article k as a "business combination") may not be effected
unless a meeting of the shareholders of the Company is held to act
thereon and the proposed business combination is approved by the
affirmative vote of holders of not less than eighty percent (80%) of
each class of equity security of the Company entitled to vote thereon.
(C) For the purpose of this Article k, any corporation, person or entity
will be deemed to be the beneficial owner of any equity security of
the Company:
(1) which it owns directly, whether or not of record, or
(2) which it has the right to acquire pursuant to any agreement or
arrangement or understanding or upon exercising of conversion
rights, exchange rights, warrants or options or otherwise, or
(3) which are beneficially owned, directly or indirectly (including
shares deemed to be owned through application of clause (2)
above), by any 'affiliate' or 'associate' as those terms as
defined in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934 as in effect on July 1, 1978,
or
(4) which are beneficially owned, directly or indirectly (including
shares deemed owned through application of clause (2) above) by
any other corporation, person or entity with which it or any of
its 'affiliates' or 'associates' has any agreement or arrangement
or understanding for the purpose of acquiring, holding, voting or
disposing of equity security of the Company.
14
<PAGE>
For purposes only of determining whether a corporation, person or
other entity owns beneficially, directly or indirectly, 10% or more of
the outstanding equity securities of the Company, the outstanding
equity securities of the Company will be deemed to include any equity
securities that may be issuable pursuant to any agreement, arrangement
or understanding or upon exercise of conversion rights, exchange
rights, warrants, options or otherwise which are deemed to be
beneficially owned by such corporation, person or other entity
pursuant to the foregoing provisions of this Paragraph (C).
(D) No amendment, alteration, change or repeal of any provision of this
Article k may be effected unless first approved by the affirmative
vote of holders of not less than eighty percent (80%) of each class of
equity security of the Company entitled to vote thereon.
(E) Anything herein to the contrary notwithstanding, the provisions of
Paragraphs (B) and (D) of this Article k requiring an eighty percent
(80%) shareholder vote shall not apply in the event at a meeting duly
called and held three-fourths (3/4) of all of the members of the Board
of Directors shall have voted in favor of the proposed business
combination or proposed amendment, alteration, change or repeal of
this Article k, and in such event, the requisite shareholder approval,
if any, shall be as otherwise provided in these Articles, the by-laws
of the Company or by applicable law.
15
<PAGE>
August 27, 1981
ACTION OF THE SOLE SHAREHOLDER
OF POLICY MANAGEMENT SYSTEMS, INC.
TAKEN BY UNANIMOUS WRITTEN CONSENT
IN LIEU OF A MEETING
The undersigned, being the sole shareholders of Policy Management Systems, Inc.,
does hereby consent to the adoption of, and does adopt, the following
resolutions, which action shall have the same force and effect as if taken by
unanimous affirmative vote at a special meeting of the Shareholders of the
Corporation duly called and held, and direct that this written consent of such
action be filed with the minutes of the proceedings of the Shareholders of the
Corporation.
RESOLVED, that the Articles of Amendment attached to the minutes
of this meeting are hereby approved by the unanimous vote of the
Shareholders of the Corporation, and the President and Secretary
of the Corporation are hereby authorized to execute and file said
Articles of Amendment.
16
<PAGE>
RESOLVED, that the amended and restated By-Laws of the
Corporation attached to the minutes of this meeting are hereby
approved and adopted by the unanimous vote of the Shareholders of
the Corporation.
RESOLVED, that Sterling E. Beale is hereby declared elected as a
director of the Corporation for a term of office running until
the next annual meeting of the Shareholders of the Corporation,
and until his successor has been elected or appointed and has
qualified, or until his earlier resignation, removal from office,
or death, to serve as Director pursuant to the By-Laws.
WITNESS the consent of the Sole Shareholders of the Corporation, this 28th day
of August, 1981.
SEIBELS, BRUCE & COMPANY
BY: /s/ Roy L. Faulks
------------------------
Roy L. Faulks,
Executive Vice President
ATTEST: /s/ J. Smith Harrison
------------------------
Secretary
17
<PAGE>
ARTICLES OF AMENDMENT (Continued)
c. At the date of adoption of the Amendment, the number of outstanding
shares of each class entitled to vote as a class on the Amendment, and
the vote of such shares, was: (if inapplicable, insert "none")
Number of Shares Number of Shares Voted
Class Entitled to Vote For Against
----- ------------------ --- -------
NONE
4. a. Prior to the organizational meeting the Corporation and with the
consent of the subscribers, the following Amendment was adopted by the
Incorporator(s) on ______________.
(Text of Amendment)
Not Applicable
b. The number of withdrawals of subscribers, if such be the case is N/A.
-----
c. The number of Incorporators are N/A and the number voting for the
-----
Amendment was _____ and the number voting against the Amendment
was_____.
5. The manner, if not set forth in the Amendment, in which any exchange,
reclassification, or cancellation or issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert
"no change")
See Attachment #1
6. The manner in which the Amendment effects a change in the amount of
stated capital, and amount of stated capital, expressed in dollars, as
changed by the Amendment, is as follows: (if not applicable, insert "no
change")
See Attachment #1
Date: August 28, 1981 Policy Management Systems
Corporation
(Name of Corporation)
/s/ G. Larry Wilson
------------------------
G. Larry Wilson, President
/s/ Robert L. Gresham
------------------------
Robert L. Gresham, Secretary
Note: Any person signing this
form, shall either opposite ____________________________
or beneath his signature,
clearly and legibly state his
name and the capacity in which ____________________________
he signs. Must be signed in
accordance with Section (1.4)
Act of 1962 (12-11.4). ____________________________
Supplement Code 1962.
18
<PAGE>
STATE OF South Carolina )
) ss:
COUNTY OF Richland )
The undersigned G. Larry Wilson and Robert L. Gresham do hereby
certify that they are the duly elected and acting President and Secretary
respectively, of Policy Man. Sys. Corp. and are authorized to execute this
document; that each of the undersigned for himself does hereby further
certify that he signed and was so authorized, has read the foregoing
document, understands the meaning and purport of the statements therein
contained and the same are true to the best of his information and belief.
19
<PAGE>
Dated at Columbia, SC, this 28th day of August, 1981
/s/ G. Larry Wilson
-------------------------
G. Larry Wilson
/s/ Robert L. Gresham
-------------------------
Robert L. Gresham
SCHEDULE OF FEES
(Payable at time of filing application
with Secretary of State)
Filing Fee $ 5.00
Taxes 40.00
------
Total Fee $ 45.00
Note: If The Amendment effects an
increase in capital stock, in
lieu of the above, the filing
fees will be as follows:
Fee for filing application . . . . . . . $ 5.00
In addition to the above. $.40 for
each $1,000.00 of the total increase
in the aggregate value of authorized
shares, but in no case less than 40.00
nor more than 1,000.00
D44681 /s/ John T. Campbell
-----------------------
$45 Secretary of State
8213
12/07/82 Filed: Dec. 7, 1982
20
<PAGE>
STATE OF SOUTH CAROLINA )
) STATEMENT OF REDEMPTION OF SHARES
COUNTY OF RICHLAND )
Pursuant to Authority of Section 33-9-200 of the South Carolina Code of 1976 as
amended, the following Statement of Redemption of Shares is filed on behalf of
POLICY MANAGEMENT SYSTEMS CORPORATION by G. Larry Wilson, President and Robert
L. Gresham, Secretary:
1. The name of the Corporation is POLICY MANAGEMENT SYSTEMS CORPORATION and
its principal place of business is 1321 Lady Street (Post Office Box Ten),
Columbia, South Carolina 29201.
2. The corporation has redeemed four hundred thousand (400,000) shares of
common stock.
3. The aggregate number of inssued [sic] shares in the corporation is seven
million five hundred thousand (7,500,000) shares of common stock.
4. The amount of stated capital of the corporation after giving effect to such
redemption is seventy-five thousand and 00/00 ($75,000.00) dollars.
5. The redeemed shares have been restored to the status of authorized but
unissued shares.
December 6, 1982 POLICY MANAGEMENT SYSTEMS
CORPORATION
/s/ G. Larry Wilson
-----------------------------
G. Larry Wilson, President
/s/ Robert L. Gresham
-----------------------------
Robert L. Gresham, Secretary
21
<PAGE>
STATE OF SOUTH CAROLINA )
)
COUNTY OF RICHLAND )
The undersigned G. Larry Wilson and Robert L. Gresham do hereby certify
that they are the duly elected and acting President and Secretary, respectively,
of Policy Management Systems Corporation and are authorized to execute this
document; that each of the undersigned for himself does hereby further certify
the [sic] that he signed and was so authorized, has read the foregoing document,
understands the meaning and purport of the statements therein contained and the
same are true to the best of his information and belief.
Dated at Columbia, South Carolina, this 6th day of December, 1982.
December 6, 1982
/s/ G. Larry Wilson
-----------------------
G. Larry Wilson, President
/s/ Robert L. Gresham
-------------------------
Robert L. Gresham, Secretary
22
<PAGE>
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
To The Articles of Incorporation of
Policy Management Systems Corporation
-------------------------------------
(File This Form in Duplicate)
For Use By This Space For Use By
The Secretary of State The Secretary of State
File No. D44681 /s/ John T. Campbell
-------- ------------------------
Fee Paid $97.00 Secretary of State
--------
R.N. 20648
--------
Date: 9-20-83 Filed: Sep. 20, 1983
---------
Pursuant to Authority of Section 33-15-10 the South Carolina Code of 1976
as amended, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
1. The name of the Corporation is Policy Management Systems Corporation.
2. The Registered Office of the Corporation is 1501 Lady Street in the City of
Columbia, County of Richland and the State of South Carolina and the name
of the Registered Agent at such address is J. Smith Harrison.
(Complete item 3 of 4 whichever is relevant)
3. a. The following Amendment of the Articles of Incorporation was adopted
by the shareholders of the Corporation on September 14, 1983
(Text of Amendment)
Article 3: The period of duration of the corporation shall be perpetual.
23
<PAGE>
Article 4: The Corporation is authorized to issue shares of stock as
follows:
Authorized No. Par
Class of Shares of each class Value
----------------- --------------- -----
Common Stock 33,000,000 $.01
Special Stock 5,000,000 $.01
Article 5: Total authorized capital stock 38,000,000 shares at $.01 par
value.
b. At the date of adoption of the Amendment, the total number of all
outstanding shares of the Corporation was 8,102,300. The total of such
shares entitled to vote, and the vote of such shares was:
Total Number of Shares Number of Shares Voted
Entitled to Vote For Against
------------------------- ---------- -------------
8,102,300 5,819,437 2,713
c. At the date of adoption of the Amendment, the number of outstanding
shares of each class entitled to vote as a class on the Amendment, and
the vote of such shares, was: (if inapplicable, insert "none")
Number of Shares Number of Shares Voted
Class Entitled to Vote For Against
----- ------------------ ------------- -------
Common Stock 8,102,300 5,819,437 2,713
4. a. Prior to the organizational meeting [sic] the Corporation and with the
consent of the subscribers, the following Amendment was adopted by the
Incorporator(s) on __________________
(Text of Amendment)
Not applicable
b. The number of withdrawals of subscribers, if such be the case is
___________
c. The number of Incorporators are _______ and the number voting for the
Amendment was _______ and the number voting against the Amendment was
_______
24
<PAGE>
5. The manner, if not set forth in the Amendment, in which any exchange,
reclassification, or cancellation or issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "no
change")
No Change
6. The manner in which the Amendment effects a change in the amount of stated
capital, and amount of stated capital, expressed in dollars, as changed by
the Amendment, is as follows: (if not applicable, insert "no change")
Stated capital is changed from $100,000.00 to $330,000.00.
Date: September 14, 1983 Policy Management Systems Corporation
----------------------------------------
(Name of Corporation)
/s/ G. Larry Wilson
-----------------------
G. Larry Wilson, President
/s/ Robert L. Gresham
-------------------------
Robert L. Gresham,
Sr. Vice President & Secretary
Note: Any person signing this
form, shall either ____________________________________
opposite or beneath his (Name and Title)
signature, clearly and
legibly state his name
and the capacity in ____________________________________
which he signs. Must (Name and Title)
be signed in accordance
with Section 33-1-40 of ____________________________________
the 1976 Code, as amended. (Name and Title)
25
<PAGE>
STATE OF South Carolina )
) ss:
COUNTY OF Richland )
The undersigned G. Larry Wilson and Robert L. Gresham do hereby certify
that they are the duly elected and acting President and Secretary respectively,
of Policy Management Systems Corporation and are authorized to execute this
document; that each of the undersigned for himself does hereby further certify
that he signed and was so authorized, has read the foregoing document,
understands the meaning and purport of the statements therein contained and the
same are true to the best of his information and belief.
Dated at Columbia, S.C. this 14th day of September, 1983.
/s/ G. Larry Wilson
-----------------------
G. Larry Wilson
/s/ Robert L. Gresham
-------------------------
Robert L. Gresham
SCHEDULE OF FEES
(Payable at time of filing application
with Secretary of State)
Filing Fee $ 5.00
Taxes 40.00
------
Total Fee $ 45.00
Note: If The Amendment effects an
increase in capital stock, in
lieu of the above, the filing
fees will be as follows:
26
<PAGE>
Fee for filing application . . . . . . . . . $ 5.00
In addition to the above, $.40 for
each $1,000.00 of the total increase
in the aggregate value of authorized
shares, but in no case less than 40.00
nor more than 1,000.00
27
<PAGE>
JOINT PLAN OF MERGER AND AGREEMENT OF MERGER
BETWEEN
POLICY MANAGEMENT SYSTEMS CORPORATION
AND
MUTUAL DATA, INC.
WITH
POLICY MANAGEMENT SYSTEMS CORPORATION AS SURVIVING CORPORATION
--------------------------------------------------------------
D44681 /s/ John T. Campbell
-----------------------
$45.00 Secretary of State
R.N. 1496
7/11/84 Filed: July 10, 1984
WHEREAS, POLICY MANAGEMENT SYSTEMS CORPORATION (hereinafter "PMSC") is a
South Carolina corporation with its principle place of business in Columbia,
South Carolina; and
WHEREAS, the authorized capital stock of PMSC consists of (1) 33,000,000
shares of Common Stock of the par value of $.005 each of which 16,216,000 shares
are issued and outstanding; 174,000 additional shares are reserved for the grant
and exercise of options, and 16,610,000 shares are authorized, but unissued and
(2) 5,000,000 shares of Special Stock of a par value of $.01 each, all of which
is [sic] authorized, but unissued; and
WHEREAS, MUTUAL DATA, INC. (hereinafter "MDI") is a Massachusetts
corporation having its principal place of business in Boston, Massachusetts; and
WHEREAS, the authorized capital stock of MDI consists of 20,000 shares of
common stock with no par value of which shares 12,948 are outstanding and are
all owned legally and beneficially by PMSC, 552 shares are held in the treasury,
and 6,500 shares are authorized, but unissued.
WHEREAS, the Boards of Directors of PMSC and MDI, respectively, deem it
desirable and in the best interests of the corporations and their shareholders
that the properties, businesses, assets and liabilities of both corporations be
combined into one (1) surviving corporation which shall be PMSC;
28
<PAGE>
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth for the purpose of prescribing the terms and
conditions of such merger in accordance with the applicable laws of the State of
South Carolina and the Commonwealth of Massachusetts, the parties hereto
covenant and agree as follows:
1. MERGER. At the close of business on July 16, 1984 at which time all of the
following events shall have happened, viz., ----
(a) This Agreement shall have been adopted and approved by the Board of
Directors of PMSC in accordance with the requirements of Section
33-17-50 of the South Carolina Business Corporation Act, as amended,
and that fact shall have been certified by the Secretary of PMSC under
its corporate seal; and
(b) This Agreement shall have been adopted and approved by the Sole
Shareholder and Board of Directors of MDI in accordance with the laws
of the Commonwealth of Massachusetts, and that fact shall have been
certified by the Clerk of MDI under its corporate seal; and
(c) The Articles of Merger, executed and verified shall be filed, in
accordance with the requirements of Section 33-1-60 of the South
Carolina Business Corporation Act, as amended; thereupon, MDI shall be
deemed to have merged with and into PMSC which shall survive the
merger. Such date shall be herein referred to as the "effective date
of merger."
2. TERMS AND CONDITIONS: the terms and conditions of the merger and the mode
of carrying it into effect are as follows:
(a) The corporate identity, existence, purposes, powers, franchises,
rights and immunities of PMSC (the "Surviving Corporation") shall
continue unaffected and unimpaired by the merger, and the corporate
identify, existence, purposes, powers, franchises, rights and
immunities of MDI as provided in Section 33-17-60 of the South
Carolina Business Corporation Act, as amended, shall be merged into
PMSC and PMSC shall be fully vested therewith. The separate corporate
existence of MDI, except insofar as the same may be continued by
statute, shall cease upon the effective date of the merger whereupon
PMSC and MDI shall become a single corporation.
29
<PAGE>
(b) The Articles of Incorporation and the Bylaws, each as heretofore
amended, of PMSC shall remain in effect unaltered as the Articles of
Incorporation of the Surviving Corporation. Such Articles of
Incorporation, as amended, separate and apart from this Joint Plan of
Merger and Agreement of Merger, shall be, and may be separately
certified as the Articles of Incorporation of PMSC after the effective
date of Merger.
(c) The duly qualified and acting directors and officers of PMSC
immediately prior to the effective date of merger, as provided herein,
shall be the directors and officers of the Surviving Corporation.
(d) The manner and basis of converting the shares of each of the
constituent corporations, and the manner and basis of making
distribution to shareholders of the constituent corporations in
extinguishment of or in substitution of their shares shall be as
follows:
(i) The merger shall effect no change in any of the shares of PMSC
stock and none of its shares shall be converted as a result of
the merger.
(ii) Each share of MDI stock issued and outstanding as of hte [sic]
effective date of merger shall, by virtue of the merger, be
canceled, and be of no further force and effect.
(e) MDI will use its best efforts to procure from the respective lessors
in all leases in which MDI is the Lessee, and the other party or
parties to all contracts or rights to which MDI is a party, such
appropriate consents in writing to the succession of PMSC to the
interests of MDI in such leases, contracts and rights as PMSC shall
have requested.
(f) Upon the effective date of the merger, all rights, privileges, powers,
franchises, and interests of MDI, both of a public and private nature,
all of its property, real, personal, and mixed, all debts due on
whatever account, and every other interest of MDI shall be deemed
transferred to and shall vest in PMSC without further act or deed as
effectually as they were theretofore vested in MDI, and all claims,
demands, property, and every other interest shall be as effectively
the property of PMSC as they were of MDI. All rights of creditors and
liens upon the property of MDI shall be preserved unimpaired, and all
debts, liabilities, restrictions and duties of MDI shall attach to
PMSC and may be enforced against it to the same extent as if they had
been incurred or contracted by it.
30
<PAGE>
(g) If at any time PMSC shall consider or be advised that any further
deeds, assignments, or other instruments or any other things are
necessary or advisable to vest, perfect, or confer, of record or
otherwise, in PMSC the title to any property or rights of MDI acquired
or to be acquired by reason of the merger, MDI and its officers and
directors shall execute and deliver all such deeds, assignments, and
other instruments and do all things necessary to vest, perfect, or
confirm title to such property or rights in PMSC or otherwise to carry
out the terms of this agreement, and the officers and directors of
PMSC are fully authorized in the name of MDI or otherwise to take any
and all such action.
(h) PMSC consents to be sued and served with process in the Commonwealth
of Massachusetts or in such other jurisdictions as may be applicable
in any proceeding for the enforcement of any obligation of MDI, or any
obligation hereafter incurred by PMSC, and appoints the Secretary of
State of the Commonwealth of Massachusetts as its agent to accept
service of process in any such proceeding in the Commonwealth of
Massachusetts.
(i) Notwithstanding any of the provisions of this Agreement, the Directors
of PMSC, at any time prior to the effective date of merger herein
contemplated, for any reason they may deem sufficient and proper,
shall have the power and authority to abandon and refrain from making
effective the contemplated merger set forth herein, in which case this
Plan and Agreement shall thereby be canceled and become null and void.
(j) No term or provision of this Joint Plan of Merger and Agreement of
Merger shall be construed so as to limit, restrict of diminish or
otherwise to operate in derogation of, any of the terms or provisions
of the South Carolina Business Corporation Act, as amended, governing
or otherwise affecting the merger of MDI into PMSC as contemplated
herein.
IN WITNESS WHEREOF the parties to this Agreement have caused their respective
corporate seals to be hereunto affixed and these presents to be signed by their
respective Presidents, all as of this 10th day of July, 1984.
31
<PAGE>
PMSC MDI
POLICY MANAGEMENT SYSTEMS MUTUAL DATA, INC.
CORPORATION
BY: /s/ G. Larry Wilson BY: /s/ Rudolph J. Laporte
----------------------- --------------------------
(AUTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE)
G. Larry Wilson, President Rudolph J. Laporte, President
ATTEST as to PMSC: ATTEST as to MDI:
/s/ Robert L. Gresham /s/ Robert L. Gresham
------------------------- -------------------------
Robert L. Gresham, Secretary Robert L. Gresham, Clerk
[Corporate Seal] [Corporate Seal]
32
<PAGE>
Certificate of G. Larry Wilson
----------------------------------
The undersigned, G. Larry Wilson, hereby certifies that:
(1) He has read and understands the meaning and purport of the statements
contained in the foregoing document;
(2) Such statements are true; and
(3) He signed the document in the capacity indicated and is authorized so to
sign; and
(4) The foregoing document has duly adopted by the Board of Directors of Policy
Management Systems Corporation and upon the date of such adoption Policy
Management Systems Corporation owned 100% percent of the outstanding shares
of stock of Mutual Data, Inc.
/s/ G. Larry Wilson
-----------------------------------
G. Larry Wilson
President of Policy Management
Systems Corporation
33
<PAGE>
Certificate of Rudolph J. Laporte
-------------------------------------
The undersigned, Rudolph J. Laporte, hereby certifies that:
(1) He has read and understands the meaning and purport of the statements
contained in the foregoing document;
(2) Such statements are true; and
(3) He signed the document in the capacity indicated and is authorized so to
sign.
/s/ Rudolph J. Laporte
--------------------------
Rudolph J. Laporte
President of Mutual Data, Inc.
34
<PAGE>
Certificate of Robert L. Gresham
------------------------------------
The undersigned, Robert L. Gresham, hereby certifies that:
(1) He has read and understands the meaning and purport of the statements
contained in the foregoing document;
(2) Such statements are true; and
(3) He signed the document in the capacity indicated and is authorized so to
sign; and
(4) The foregoing document has been duly adopted by the Board of Directors of
Policy Management Systems Corporation and upon the date of such adoption
Policy Management Systems Corporation owned 100% percent of the outstanding
shares of stock of Mutual Data, Inc.
/s/ Robert L. Gresham
-------------------------
Robert L. Gresham
Secretary of Policy Management
Systems Corporation
Clerk of Mutual Data, Inc.
35
<PAGE>
NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED
AGENT OR BOTH
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
(File This Form in Duplicate)
Filing Fee $5.00
For Use By This Space For Use By
The Secretary of State The Secretary of State
File No. D44681 /s/
------ -------------------------
Fee Paid ------ Secretary of State
C.B. ------
Date: ------ Filed Sep. 18, 1986
CHS 01/02 4973
86-013884/86-013884 16.50:20 012
09-18-86 AMT: $5.00
SECT OF STATE OF SOUTH CAROLINA
Pursuant to Section 33-5-10 of the 1976 Code, the undersigned Corporation which
is.
(A) A domestic corporation incorporated in South Carolina on July 18, 1980; or
(B) A foreign corporation incorporated in _____________________ on
______________, and authorized to do business in South Carolina on
______________ whose registered or principal office in the jurisdiction of
its incorporation is ______________ in the City of __________________ and
the State of _____________________.
now gives notice of the change of its registered office or its registered agent
or both, and submits the following statement:
(1) The name of the Corporation is Policy Management Systems Corporation.
(2) The address of the present registered office is 1501 Lady Street, Columbia,
S.C.
(3) The address to which its registered office is to be changed is One PMS
Center, Blythewood, South Carolina 29016.
36
<PAGE>
(4) The name of the present registered agent is J. Smith Harrison.
(5) The name of the successor registered agent is Robert L. Gresham.
(6) The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
(7) State whether such change was authorized by action of the Board of
Directors:
Yes
Policy Management Systems Corporation
----------------------------------------
(Name of Corporation)
BY: /s/ G. Larry Wilson
------------------------------------
G. Larry Wilson
President
------------------------------------
(Title)
BY: /s/ Van E. Edwards, III
-----------------------------------
Van E. Edwards, III
September 15, 1986 Assistant Secretary
---------------------- -----------------------------------
(Date) (Title)
37
<PAGE>
ARTICLES OF MERGER
MERGING
UNDERWRITING SERVICES OF AMERICA CORPORATION
AND
GENERAL INFORMATION SERVICES, INC.
WITH AND INTO
POLICY MANAGEMENT SYSTEMS CORPORATION
D44681 /s/ John T. Campbell
------------------------
Secretary of State
Filed: Dec. 30, 1986
JUL 01/02 4973
86-019398/86-019406 09:00:20 004
12-30-86 AMT: $45.00
SECT OF STATE OF SOUTH CAROLINA
Pursuant to Section 33-17-50 of the South Carolina Business Corporation
Act, Policy Management Systems Corporation, a South Carolina corporation
(sometimes hereinafter the "Parent" or the "Surviving Corporation") which owns
one-hundred percent (100%) of the outstanding shares of each class of
Underwriting Services of America Corporation, a South Carolina corporation, and
one-hundred percent (100%) of the outstanding shares of each class of General
Information Services, Inc., a South Carolina corporation, (sometimes hereinafter
collectively the "Subsidiaries") adopts the following Articles of Merger:
FIRST: the name of the undersigned corporation into which the merger is
effected is Policy Management Systems Corporation.
SECOND: the effective date of the merger is December 31, 1986.
THIRD: the Plan of Merger attached hereto (the "Plan") and incorporated
herein by this reference was duly adopted by the board of directors of Policy
Management Systems Corporation as of October 14, 1986, and Policy Management
Systems Corporation, as owner of all the issued shares of the Subsidiaries,
thereafter waived the mailing of a copy of the Plan.
38
<PAGE>
FOURTH: as to the Subsidiaries in the merger, the number of shares
outstanding, the designation and number of outstanding shares of each owned by
the Parent are as follows:
<TABLE>
<CAPTION>
Number of Shares
Number of Owned by Policy
Name of Shares Management Systems
Corporation Outstanding Designation Corporation
---------------------- --------------- ------------------ ------------------
<S> <C> <C> <C>
Underwriting Services
of America Corporation 1,000 common 1,000
General Information
Services, Inc. 1,000 common 1,000
</TABLE>
FIFTH: under the terms of the South Carolina Business Corporation Act,
shareholder approval is not required because the Parent owns one hundred percent
of the shares of the Subsidiaries before the merger.
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Merger to be executed in its name by its President and Secretary, as of the
19 day of December, 1986.
POLICY MANAGEMENT SYSTEMS
CORPORATION
By: /s/ G. Larry Wilson
----------------------------
G. Larry Wilson, President
By: /s/ Robert L. Gresham
----------------------------
Robert L. Gresham, Secretary
39
<PAGE>
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
G. Larry Wilson, being the President, and Robert L. Gresham being the
Secretary, of Policy Management Company [sic], each being duly sworn, deposes
and says that he has read and understands the meaning and purport of the
statements in the foregoing "Articles of Merger", that he has the authority to
sign the document and that the statements therein are true and correct or that
he is informed or believes that such statements are true.
/s/ G. Larry Wilson
-------------------------------
G. Larry Wilson, President
/s/ Robert L. Gresham
-------------------------------
Robert L. Gresham, Secretary
Sworn to and subscribed before me this 19th day of December, A.D. 1986.
NOTARIAL SEAL /s/ Van E. Edwards, III
-----------------------------
Notary Public
Commission Data: Expires: 8/25/95
40
<PAGE>
PLAN OF MERGER
AMONG
POLICY MANAGEMENT SYSTEMS CORPORATION
AND
UNDERWRITING SERVICES OF AMERICA CORPORATION
AND
GENERAL INFORMATION SERVICES, INC.
WITH
POLICY MANAGEMENT SYSTEMS CORPORATION AS SURVIVING CORPORATION
--------------------------------------------------------------
WHEREAS, POLICY MANAGEMENT SYSTEMS CORPORATION (hereinafter "PMSC") is a
South Carolina corporation with its principle place of business in Blythewood,
South Carolina; and
WHEREAS, the authorized capital stock of PMSC consists of (1) 33,000,000
shares of Common Stock of the par value of $.01 each of which 16,282,087 shares
are issued and outstanding; and 16,717,913 shares are authorized, but unissued
and (2) 5,000,000 shares of Special Stock of a par value of $.01 each, all of
which is authorized, but unissued, and
WHEREAS, UNDERWRITING SERVICES OF AMERICA CORPORATION (hereinafter "USA")
is a South Carolina corporation having its principal [sic] place of business in
Blythewood, South Carolina; and
WHEREAS, the authorized capital stock of USA consists of 1,000 shares of
common stock with a par value of $1.00 of which 1,000 shares are outstanding,
and are all owned legally and beneficially by PMSC; and
WHEREAS, GENERAL INFORMATION SERVICES, INC. (hereinafter "GIS") is a South
Carolina corporation having its principal [sic] place of business in Blythewood,
South Carolina; and
WHEREAS, the authorized capital stock of GIS consists of 1,000 shares of
common stock with a par value of $1.00 of which shares 1,000 shares are
outstanding and are all owned legally and beneficially by PMSC;
41
<PAGE>
WHEREAS, the Board of Directors of PMSC deem it desirable and in the best
interests of the corporations and their shareholders that the properties,
businesses, assets and liabilities of PMSC, USA and GIS corporations be combined
into one (1) surviving corporation which shall be PMSC:
WITNESSETH:
The following constitutes the terms and conditions of the merger of USA and
GIS with and into PMSC:
1. Merger
1.1 On the "effective date of merger" (as defined hereafter) USA and GIS
shall be merged with and into PMSC, with PMSC as the surviving
corporation, and the separate existence of USA and GIS shall cease.
The identity, existence, purpose, rights, privileges, immunities and
powers of PMSC shall continue unaffected and unimpaired by the merger,
except as otherwise specifically set forth herein.
1.2 Effective date of merger: This Plan of Merger shall become effective
on 11:59 p.m. Eastern Standard Time on December 31, 1986.
2. TERMS AND CONDITIONS: The terms and conditions of the merger and the mode
of carrying it into effect are as follows:
2.1 The corporate identity, existence, purposes, powers, franchises,
rights and immunities of PMSC (the "Surviving Corporation") shall
continue unaffected and unimpaired by the merger, and the corporate
identity, existence, purposes, powers, franchises, rights and
immunities of USA and GIS shall be merged into PMSC and PMSC shall be
fully vested therewith, as provided in the South Carolina Business
Corporation Act, as amended. The separate corporate existence of USA
and GIS, except insofar as the same may be continued by statute, shall
cease upon the effective date of the merger whereupon PMSC and USA and
GIS shall become a single corporation.
2.2 The Articles of Incorporation, as heretofore amended, of PMSC shall
remain in effect unaltered as the Articles of Incorporation of the
Surviving Corporation. Such Articles of Incorporation, as amended,
separate and apart from this Plan of Merger, shall be, and may be
separately certified as the Articles of Incorporation of PMSC after
the effective date of merger.
42
<PAGE>
2.3 The duly qualified and acting directors and officers of PMSC
immediately prior to the effective date of merger, as provided herein,
shall be the directors and officers of the Surviving Corporation.
2.4 The manner and basis of converting the shares of each of the
constituent corporations, and the manner and basis of making
distribution to shareholders of the constituent corporations in
extinguishment of or in substitution of their shares shall be as
follows:
(i) The merger shall effect no change in any of the shares of PMSC
stock and none of its shares shall be converted as a result of
the merger.
(ii) Each share of USA and GIS stock issued and outstanding as of the
effective data of merger shall, by virtue of the merger, be
canceled, and be of no further force and effect.
2.5 USA and GIS will use their best efforts to procure from the respective
lessors in all leases in which USA and GIS are the Lessees, and the
other party or parties to all contracts or rights to which USA and GIS
are parties, such appropriate consents in writing to the succession of
PMSC to the interests of USA and GIS in such leases, contracts and
rights as PMSC shall have requested.
2.6 Upon the effective date of the merger, all rights, privileges, powers,
franchises, and interests of USA and GIS, both of a public and private
nature, all of its property, real, personal, and mixed, all debts due
on whatever account, and every other interest of USA and GIS shall be
deemed transferred to and shall vest in PMSC without further act or
deed as effectually as they were theretofore vested in USA and GIS,
and all claims, demands, property, and every other interest shall be
as effectively the property of PMSC as they were of USA and GIS. All
rights of creditors and liens upon the property of USA and GIS shall
be preserved unimpaired, and all debts, liabilities, restrictions and
duties of USA and GIS shall attach to PMSC and may be enforced against
it to the same extent as if they had been incurred or contracted by
it.
43
<PAGE>
2.7 If at any time PMSC shall consider or be advised that any further
deeds, assignments, or other instruments or any other things are
necessary or advisable to vest, perfect, or confer, of record or
otherwise, in PMSC the title to any property or rights of USA and GIS
acquired or to be acquired by reason of the merger, USA and GIS and
their officers and directors shall execute and deliver all such deeds,
assignments, and other instruments and do all things necessary to
vest, perfect, or confirm title to such property or rights in PMSC or
otherwise to carry out the terms of this Plan of Merger, and the
officers and directors of PMSC are fully authorized in the name of USA
and GIS or otherwise to take any and all such action.
2.8 Notwithstanding any of the provisions of this Plan of Merger, the
Directors of PMSC, at any time prior to the effective date of merger
herein contemplated, for any reason they may deem sufficient and
proper, shall have the power and authority to abandon and refrain from
making effective the contemplated merger set forth herein, in which
case this Plan of Merger shall thereby be canceled and become null and
void.
2.9 No term or provision of this Plan of Merger shall be construed so as
to limit, restrict or diminish or otherwise to operate in derogation
of any of the terms or provisions of the South Carolina Business
Corporation Act, as amended, governing or otherwise affecting the
merger of USA and GIS into PMSC as contemplated herein.
44
<PAGE>
D44681 DEC 31 1986
ARTICLES OF MERGER
MERGING
PMS COMPUCLAIM SYSTEMS CORPORATION
AND
BUSINESS COMPUTER SYSTEMS CORPORATION
WITH AND INTO
POLICY MANAGEMENT SYSTEMS CORPORATION
JUL 01/02 4973
81-000077/87-000077 10:06:20 004
01-02-87 AMT: $45.00
SECT OF STATE OF SOUTH CAROLINA
Pursuant to Section 33-17-50 of the South Carolina Business Corporation
Act, Policy Management Systems Corporation, a South Carolina corporation
(sometimes hereinafter the "Parent" or the "Surviving Corporation") which owns
one-hundred percent (100%) of the outstanding shares of each class of PMS
Compuclaim Systems Corporation, a Texas corporation, and Business Computer
Systems Corporation, a Texas corporation (sometimes hereinafter the
"Subsidiaries") adopts the following Articles of Merger:
FIRST: the name of the undersigned corporation into which the merger is
effected is Policy Management Systems Corporation.
SECOND: the effective date of the merger is December 31, 1986.
THIRD: the Plan of Merger attached hereto (the "Plan") and incorporated
herein by this reference was duly adopted by the board of directors of Policy
Management Systems Corporation as of October 14, 1986, and Policy Management
Systems Corporation, as owner of all the issued shares of the Subsidiaries,
thereafter waived the mailing of a copy of the Plan.
FOURTH: as to the Subsidiaries in the merger, the number of shares
outstanding, the designation and number of outstanding shares of each owned by
the Parent are as follows:
45
<PAGE>
Number of Shares
Number of Owned by Policy
Name of Shares Management Systems
Corporation Outstanding Designation Corporation
----------------------- ----------- ----------- -----------
PMS Compuclaim
Systems Corporation 1,000 common 1,000
Business Computer
Systems Corporation 11,248 common 11,248
FIFTH: under the terms of the South Carolina Business Corporation Act,
shareholder approval is not required because the Parent owns one hundred percent
of the shares of each Subsidiary before the merger.
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Merger to be executed in its name by its President and Secretary, as of the
29 day of December, 1986.
POLICY MANAGEMENT SYSTEMS
CORPORATION
BY: /s/ G. Larry Wilson
-------------------------------
G. Larry Wilson, President
BY: /s/ Robert L. Gresham
-------------------------------
Robert L. Gresham, Secretary
46
<PAGE>
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
G. Larry Wilson, being the President, and Robert L. Gresham being the
Secretary, of Policy Management Systems Corporation, each being duly sworn,
deposes and says that he has read and understands the meaning and purport of the
statements in the foregoing "Articles of Merger," that he has the authority to
sign the document and that the statements therein are true and correct or that
he is informed or believes that such statements are true.
/s/ G. Larry Wilson
-------------------------------
G. Larry Wilson, President
/s/ Robert L. Gresham
-------------------------------
Robert L. Gresham, Secretary
Sworn to and subscribed before me this 29 day of December, A.D. 1986.
NOTARIAL SEAL /s/ Van E. Edwards, III
-------------------------------
Notary Public
Commission Data: 8/23/95
47
<PAGE>
PLAN OF MERGER
AMONG
POLICY MANAGEMENT SYSTEMS CORPORATION
AND
PMS COMPUCLAIM CORPORATION
AND
BUSINESS COMPUTER SYSTEMS CORPORATION
WITH
POLICY MANAGEMENT SYSTEMS CORPORATION AS SURVIVING CORPORATION
--------------------------------------------------------------
WHEREAS, POLICY MANAGEMENT SYSTEMS CORPORATION (hereinafter "PMSC") is a
South Carolina corporation with its principle place of business in Blythewood,
South Carolina; and
WHEREAS, the authorized capital stock of PMSC consists of (1) 33,000,000
shares of Common Stock of the par value of $.01 each of which 16,282,087 shares
are issued and outstanding; and 16,717,913 shares are authorized, but unissued
and (2) 5,000,000 shares of Special Stock of a par value of $.01 each, all of
which is authorized, but unissued; and
WHEREAS, PMS COMPUCLAIM CORPORATION (hereinafter "COMPUCLAIM") is a Texas
corporation having its principal [sic] place of business in Dallas, Texas; and
WHEREAS, the authorized capital stock of COMPUCLAIM consists of 100,000
shares of common stock with a par value of $1.00 of which 1,000 shares are
outstanding and are all owned legally and beneficially by PMSC, and 99,000
shares are authorized, but unissued; and
WHEREAS, BUSINESS COMPUTER SYSTEMS CORPORATION (hereinafter "BCS") is a
Texas corporation having its principal [sic] place of business in Dallas, Texas;
and
WHEREAS, the authorized capital stock of BCS consists of 30,000 shares of
common stock with a par value of $1.00 of which shares 11,248 are outstanding
and are all owned legally and beneficially by PMSC and 18,752 shares are
authorized, but unissued; and
48
<PAGE>
WHEREAS, the Board of Directors of PMSC deem it desirable and in the best
interests of the corporations and their shareholders that the properties,
businesses, assets and liabilities of PMSC, COMPUCLAIM and BCS corporations be
combined into one (1) surviving corporation which shall be PMSC;
WITNESSETH:
The following constitutes the terms and conditions of the merger of
COMPUCLAIM and BCS with and into PMSC:
1. Merger [sic]
1.1 On the "effective date of merger" (as defined hereinafter) COMPUCLAIM
and BCS shall be merged with and into PMSC, with PMSC as the surviving
corporation, and the separate existence of COMPUCLAIM and BCS shall
cease. The identity, existence, purpose, rights, privileges,
immunities and powers of PMSC shall continue unaffected and unimpaired
by the merger, except as otherwise specifically set forth herein.
1.2 Effective date of merger: This Plan of Merger shall become effective
on December 31, 1986 at 11:59 P.M.
2. TERMS AND CONDITIONS: The terms and conditions of the merger and the mode
of carrying it into effect are as follows:
2.1 The corporate identity, existence, purposes, powers, franchises,
rights and immunities of PMSC (the "Surviving Corporation") shall
continue unaffected and unimpaired by the merger, and the corporate
identity, existence, purposes, powers, franchises, rights and
immunities of COMPUCLAIM and BCS shall be merged into PMSC a South
Carolina corporation with its principle offices at One PMS Center,
Blythewood, South Carolina 29016 and PMSC shall be fully vested
therewith, as provided in the South Carolina Business Corporation Act,
as amended, and the Texas Business Corporation Act, as amended. The
separate corporate existence of COMPUCLAIM and BCS, except insofar as
the same may be continued by statute, shall cease upon the effective
date of the merger whereupon PMSC and COMPUCLAIM and BCS shall become
a single corporation.
2.2 The Articles of Incorporation, as heretofore amended, of PMSC shall
remain in effect unaltered as the Articles of Incorporation of the
Surviving Corporation. Such Articles of Incorporation, as amended,
separate and apart from this Plan of Merger, shall be, and may be
separately certified as the Articles of Incorporation of PMSC after
the effective date of merger.
49
<PAGE>
2.3 The duly qualified and acting directors and officers of PMSC
immediately prior to the effective date of merger, as provided herein,
shall be the directors and officers of the Surviving Corporation.
2.4 The manner and basis of converting the shares of each of the
constituent corporations, and the manner and basis of making
distribution to shareholders of the constituent corporations in
extinguishment of or in substitution of their shares shall be as
follows:
(i) The merger shall effect no change in any of the shares of PMSC
stock and none of its shares shall be converted as a result of
the merger.
(ii) Each share of COMPUCLAIM and BCS stock issued and outstanding as
of the effective date of merger shall, by virtue of the merger,
be canceled, and be of no further force and effect.
2.5 COMPUCLAIM and BCS will use their best efforts to procure from the
respective lessors in all leases in which COMPUCLAIM and BCS are the
Lessees, and the other party or parties to all contracts to rights to
which COMPUCLAIM and BCS are parties, such appropriate consents in
writing to the succession of PMSC to the interests of COMPUCLAIM and
BCS in such leases, contracts and rights as PMSC shall have requested.
2.6 Upon the effective date of the merger, all rights, privileges, powers,
franchises, and interests of COMPUCLAIM and BCS, both of a public and
private nature, all of its property, real, personal, and mixed, all
debts due on whatever account, and every other interest of COMPUCLAIM
and BCS shall be deemed transferred to and shall vest in PMSC without
further act or deed as effectually as they were theretofore vested in
COMPUCLAIM and BCS, and all claims, demands, property, and every other
interest shall be as effectively the property of PMSC as they were of
COMPUCLAIM and BCS. All rights of creditors and liens upon the
property of COMPUCLAIM and BCS shall be preserved unimpaired, and all
debts, liabilities, restrictions and duties of COMPUCLAIM and BCS
shall attach to PMSC and may be enforced against it to the same extent
as if they had been incurred or contracted by it.
50
<PAGE>
2.7 If at any time PMSC shall consider or be advised that any further
deeds, assignments, or other instruments or any other things are
necessary or advisable to vest, perfect, or confer, of record or
otherwise, in PMSC the title to any property or rights of COMPUCLAIM
and BCS acquired or to be acquired by reason of the merger, COMPUCLAIM
and BCS and their officers and directors shall execute and deliver all
such deeds, assignments, and other instruments and do all things
necessary to vest, perfect, or confirm title to such property or
rights in PMSC or otherwise to carry out this Plan of Merger, and the
officers and directors of PMSC are fully authorized in the name of
COMPUCLAIM and BCS or otherwise to take any and all such action.
2.8 PMSC consents to be sued and served with process in Texas or in such
other jurisdiction as may be applicable in any proceeding for the
enforcement of any obligation of COMPUCLAIM and/or BCS, or any
obligation hereafter incurred by PMSC, and appoints the Secretary of
State of Texas as its agent to accept service of process in any such
proceeding in the State of Texas.
2.9 Notwithstanding any of the provisions of this Plan of Merger, the
Directors of PMSC, at any time prior to the effective date of merger
herein contemplated, for any reason they may deem sufficient and
proper, shall have the power and authority to abandon and refrain from
making effective the contemplated merger set forth herein, in which
case this Plan of Merger shall thereby be canceled and become null and
void.
2.10 No term or provision of this Plan of Merger shall be construed so as
to limit, restrict or diminish or otherwise to operate in derogation
of any of the terms or provisions of the South Carolina Business
Corporation Act, as amended, and Texas Business Corporation Act, as
amended, governing or otherwise affecting the merger of COMPUCLAIM and
BCS into PMSC as contemplated herein.
51
<PAGE>
Articles of Amendment
to the
Articles of Incorporation
of
Policy Management Systems Corporation
Pursuant to 33-6-102 & 33-10-102 of the Business Corporation Act
of the State of South Carolina
D44681 /s/ John T. Campbell
------------------------
Secretary of State
Filed: Aug. 23, 1989
WMJ 01/02 4973
89-012439/89-012439 16.18:20 004
06-24-89 AMT: $110.00
SECT OF STATE OF SOUTH CAROLINA
Policy Management Systems Corporation, a South Carolina corporation (the
"Corporation"), hereby certifies:
1. The name of the Corporation is Policy Management Systems Corporation.
2. A. The Articles of Incorporation of the Corporation are hereby
amended by the addition of a provision stating the number, designation, powers,
relative, participating, optional and other special rights of a series of
Special Stock of the Corporation, as fixed by the Board of Directors of the
Corporation under authority contained in the Corporation's Articles of
Incorporation.
B. To effect the foregoing, the Articles of Incorporation are amended by
adding the following provisions to Article 4 thereof:
"There is hereby established a series of the Corporation's authorized
Special Stock, to be designated as the Series A Convertible Special Stock, par
value $.01 per share. The relative rights, preferences and limitations of the
Series A Convertible Special Stock, insofar as not already fixed by any other
provision of these Articles of Incorporation shall, as fixed by the Board of
Directors of the Corporation in the exercise of authority conferred by these
Articles of Incorporation, and as permitted by 33-6-102 & 33-10-102 of the
South Carolina Business Corporation Act, be as follows:
52
<PAGE>
(i) Designation and Number of Shares. The shares of such series shall be
designated as "Series A Convertible Special Stock" (the "Series A Preferred
Stock"). The par value of each share of the Series A Preferred Stock shall be
$.01. The number of shares initially constituting the Series A Preferred Stock
shall be 3,797,561; provided, however, that the number of shares of Series A
Preferred Stock may be increased, by an amendment of this paragraph (i) approved
by the Board of Directors of the Corporation, if within the authority of the
Board of Directors of the Corporation under Article 4 of the Articles of
Incorporation, to such greater number of shares of Series A Preferred Stock as
are at any time issuable pursuant to the Series A Preferred Stock Purchase
Agreement, but may not otherwise be increased without the affirmative vote of
the holders of at least 66 2/3% of the outstanding Series A Preferred Stock,
voting as a separate class.
(ii) Dividends or Distributions.
(A) The holders of shares of the Series A Preferred Stock, in
preference to the holders of shares of any other series of Preferred Stock
or other class or series of capital stock, including the Common Stock, par
value $.01 per share (the "Common Stock"), of the Corporation ranking
junior to the Series A Preferred Stock with respect to the payment of
dividends, shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds of the Corporation legally available
therefor, (1) cumulative cash dividends ("Regular Dividends") is an amount
equal to 3.5% of the then Liquidation Price of such shares, payable in
equal semi-annual payments on the fifteenth day of March and September in
each year (each such date being referred to herein as a "Regular Dividend
Payment Date"), commencing on March 15, 1990, less the amount of all cash
dividends declared on shares of the Series A Preferred Stock pursuant to
the following clause (2) since the immediately preceding Regular Dividend
Payment Date or, with respect to the first Regular Dividend Payment Date,
since the date of original issuance of the Series A Preferred Stock (the
"Issue Date") and (2) dividends payable in cash on the payment date for
each cash dividend declared on the shares of Common Stock in an amount per
share of Series A Preferred Stock equal to the number of shares of Common
Stock into which each share of Series A Preferred is then convertible times
the cash dividends then to be paid on each share of Common Stock. Regular
Dividends payable on the Series A Preferred Stock shall only "accrue" and
be payable on a Regular Dividend
53
<PAGE>
Payment Date and shall not "accrue" during the period between Regular
Dividend Payment Dates; provided that Regular Dividends payable on the
first Regular Dividend Payment Date shall be equal to (a) 3.5% of the then
Liquidation Price, multiplied by (b) the number of days that elapse between
the Issue Date and such first Regular Dividend Payment Date, divided by (c)
182.5.
(B) The Corporation shall pay a cash dividend on the Series A
Preferred Stock as provided in clause (2) of paragraph (ii)(A) above
immediately prior to or at the same time it pays a cash dividend on the
shares of Common Stock. In addition, if the Corporation shall pay any
dividend or make any distribution on the shares of Common Stock payable in
assets, securities or other forms of noncash consideration (other than
dividends or distributions solely in shares of Common Stock), then, in each
such case, the Corporation shall simultaneously pay or make on each
outstanding share of the Series A Preferred Stock a dividend or
distribution in like kind equal to the number of shares of Common Stock
into which each share of Series A Preferred Stock is then convertible times
such dividend or distribution on each share of Common Stock.
(C) Regular Dividends payable pursuant to paragraph (ii)(A) above
shall accrue and only be cumulative from the Regular Dividend Payment Date
of such dividends whether or not such Regular Dividends have been declared
and whether or not there are any funds of the Corporation legally available
for the payment of dividends. Accrued but unpaid Regular Dividends shall
not bear interest. Regular Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such Regular
Dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for determination
of holders of shares of Series A Preferred Stock entitled to receive a
dividend or distribution declared thereon, which record date shall be (1)
in the case of any cash dividend on the Series A Preferred Stock as
provided in clause (2) of paragraph (ii)(A) above, the same as the record
date for any corresponding dividend on the Common Stock and (2) in all
other cases, no more than 60 nor less than 10 days prior to the date fixed
by the Board of Directors for the payment thereof.
(D) To the extent not paid in full on each Regular Dividend Payment
Date, an amount equal to all Regular Dividends which have accrued on each
share of Series A Preferred Stock will be added to the Liquidation Price of
such share and will remain a part thereof util such Regular Dividends are
paid in full. Such accrued and unpaid Regular Dividends may be declared and
paid at any time, without reference to any Regular Dividend Payment Date,
to holders of record of the close of business on such date, no more than 60
nor less than 10 days prior to the date fixed by the Board of Directors for
the payment thereof.
54
<PAGE>
(iii) Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights:
(A) Each holder of Series A Preferred Stock shall be entitled to a
number of votes equal to the number of shares of Common Stock into which
each share of the Series A Preferred Stock is then convertible, for each
share of the Series A Preferred Stock held of record on each matter on
which holders of the Common Stock or shareholders generally are entitled to
vote, multiplied by the number of votes per share which the holders of the
Common Stock or shareholders generally then have with respect to such
matter.
(B) Except as otherwise provided herein or by applicable law, the
holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock shall vote together as one class for the election of directors
of the Corporation and on all other matters submitted to a vote of
shareholders of the Corporation.
(C) So long as the Purchaser shall beneficially own shares of Series A
Preferred Stock representing an aggregate of at least 10% of the
Outstanding Voting Power of the Corporation, in the sole discretion of the
holders of a majority of the outstanding shares of Series A Preferred
Stock, the number of directors constituting the Board of Directors of the
Corporation shall be increased from the number constituting the Board of
Directors on the Issue Date by one (if at such time such an increase shall
not already be in effect). In addition to voting together with the holders
of Common Stock for the election of other directors of the Corporation, the
holders of record of the Series A Preferred Stock, voting separately as a
class to the exclusion of the holders of Common Stock, shall be entitled at
any annual meeting of shareholders for the election of directors (and at
each subsequent annual meeting of shareholders), to vote for the election
of such additional director, if any, of the Corporation, the holders of any
Series A Preferred Stock being entitled to cast one vote per share of the
Series A Preferred Stock and such director being elected by the affirmative
vote of the holders of a majority of the outstanding shares of Series A
Preferred Stock. In addition to any other vote which may be required by the
Articles of Incorporation, any director who shall have been so
55
<PAGE>
elected pursuant to the next preceding sentence may be removed without
cause only by the affirmative vote of the holders of the Series A Preferred
Stock at the time entitled to cast a majority of the votes entitled to be
cast for the election of any such director at a special meeting of such
holders called for that purpose, and any vacancy thereby created may be
filled by the vote of such holders. In the sole discretion of the holders
of a majority of the outstanding shares of Series A Preferred Stock, the
holders of the Series A Preferred Stock shall be divested of the foregoing
special voting rights, subject to revesting at any time and from time to
time in the sole discretion of the holders of a majority of the outstanding
shares of Series A Preferred Stock. Upon the divestiture or termination of
the foregoing special voting rights, the term of office of any person who
may have been elected director pursuant to said special voting rights shall
forthwith terminate, and the number of directors constituting the Board of
Directors shall be reduced by one. The voting rights granted by this
subsection (C) shall be in addition to any other voting rights granted to
the holders of the Series A Preferred Stock in this paragraph (iii).
(D) Except as provided herein or by applicable law, holders of Series
A Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for authorizing or taking any
corporate action (other than pursuant to the Series A Preferred Stock
Purchase Agreement).
(iv) Certain Restrictions.
(A) Whenever Regular Dividends payable on shares of Series A Preferred
Stock as required by paragraph (ii) are in arrears, thereafter and until
all accrued and unpaid Regular Dividends, whether or not declared, on the
outstanding shares of Series A Preferred Stock shall have been declared and
paid in full, the Corporation shall not:
(1) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock; or
(2) redeem or purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock.
(B) The Corporation shall not permit any Subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of
the Corporation unless the Corporation could, under subparagraph (A) of
this paragraph (iv), purchase or otherwise acquire such shares at such time
and in such manner.
(v) Liquidation Rights. (A) Upon the liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, no distribution
shall be made to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution, or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of Series A Preferred Stock
shall have received an amount in cash equal to the Liquidation Price per share.
(B) In the event the assets of the Corporation available for
distribution to the holders of shares of Series A Preferred Stock upon
liquidation, dissolution or winding up of the Corporation shall be
insufficient to pay in full all amounts to which such holders shall be
entitled pursuant to paragraph (v)(A), the entire assets of the Corporation
available for distribution to the holders of the Series A Preferred Stock
shall be distributed ratably among them.
56
<PAGE>
(C) Upon any such liquidation, dissolution or winding up of the
Corporation, after the holders of the Series A Preferred Stock shall have
been paid in full the amounts to which they shall be entitled pursuant to
paragraph (v)(A), the remaining assets of the Corporation shall be
distributed to the holders of any capital stock, including the Common
Stock, ranking junior (upon liquidation, dissolution or winding up) to the
Series A Preferred Stock.
(D) Written notice of such liquidation, dissolution or winding up,
stating a payment date, the amount of the payment and the place where the
amounts distributable shall be payable, shall be mailed by overnight,
certified or registered mail, return receipt requested, no less than 20
days prior to the payment date stated therein, to each holder of shares of
Series A Preferred Stock, at such holder's address as it appears on the
transfer books of the Corporation.
(vi) Certain Events. Neither the consolidation, merger or other
business combinations of the Corporation with or into any other Person or
Persons nor the sale of all or substantially all of the assets of the
Corporation shall be deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of paragraph (v).
(vii) Redemption; No Sinking Fund.
(A) The Corporation may, at any time after the third anniversary of
the Issue Date, redeem the Series A Preferred Stock, in whole but not in
part, at the Redemption Prices (expressed as a percentage of the then
Liquidation Price) per share of Series A Preferred Stock set forth below:
57
<PAGE>
If redeemed during the 12-month period beginning on the anniversary of the Issue
Date falling in:
Year Redemption Price
---- -----------------
1992 106%
1993 105
1994 104
1995 103
1996 102
1997 101
1998 and thereafter 100
(B) If the Development and Marketing Agreement (as defined in the
Series A Preferred Stock Purchase Agreement) is terminated pursuant to its
terms either (i) by the Company for cause or (ii) by the Purchaser for
convenience, the Corporation may, at any time prior to the third
anniversary of the Issue Date, by giving notice in accordance with
paragraph (vii)(C) within 60 days after such termination, redeem the Series
A Preferred Stock, in whole but not in part, at a Redemption Price per
share of Series A Preferred Stock equal to 107% of the then Liquidation
Price of such shares.
58
<PAGE>
(C) The Corporation shall notify each holder of Series A Preferred
Stock at least 60 days in advance of the proposed Redemption Date and the
Redemption Price; provided that, in the event that the Purchaser shall,
after receiving such notice, notify the Company of the exercise of its
registration rights under Section 8 of the Series A Preferred Stock
Purchase Agreement, the Redemption Date shall be extended until the public
offering of the Purchaser's Series A Preferred Stock shall have been
completed or abandoned. The right to convert shares of Series A Preferred
Stock shall terminate on the Redemption Date, as the same may be extended
in accordance with the preceeding [sic] sentence.
(D) The Series A Preferred Stock shall not be subject to or entitled
to the operation of a retirement or sinking fund.
(viii) Ranking. The Series A Preferred Stock shall rank prior to any
other equity securities of the Corporation, including the Common Stock, with
respect to the payment of dividends and the distribution of assets upon the
liquidation, dissolution or winding up of the Corporation.
59
<PAGE>
(ix) Reacquired Shares. Any Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancelation become authorized but unissued shares of Special Stock,
without designation as to series until such shares are once more designated as
part of a particular series by resolution of the Board of Directors.
(x) Amendment. None of the powers, preferences and relative,
participating, optional and other special rights of the Series A Preferred Stock
as provided herein shall be amended in any manner which would alter or change
the powers, preferences, rights or privileges of the holders of Series A
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least 66 2/3% of the outstanding Series A Preferred Stock,
voting as a separate class.
(xi) Conversion. Each share of Series A Preferred Stock may be converted
at any time at the option of the holder thereof, into shares of Common Stock, on
the terms and conditions set forth in this paragraph (xi).
(A) Subject to the provisions for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall be convertible in the manner
hereinafter set forth into one fully paid and nonassessable share of Common
Stock.
(B) The number of shares of Common Stock into which each share of
Series A Preferred Stock is convertible shall be subject to adjustment from
time to time as follows:
60
<PAGE>
(1) In case the Corporation shall at any time or from time to
time declare a dividend, or make a distribution, on the outstanding
shares of Common Stock in shares of Common Stock or subdivide or
reclassify the outstanding shares of Common Stock into a greater
number of shares or combine or reclassify the outstanding shares of
Common Stock into a smaller number of shares of Common Stock, then,
and in each such case, the number of shares of Common Stock into which
each share of Series A Preferred Stock is convertible shall be
adjusted so that the holder of each share thereof shall be entitled to
receive, upon the conversion thereof, the number of shares of Common
Stock which the holder of a share of Series A Preferred Stock would
have been entitled to receive after the happening of any of the events
described above had such share been converted immediately prior to the
happening of such event or the record date therefor, whichever is
earlier. An adjustment made pursuant to this clause (1) shall become
effective (a) in the case of any such dividend or distribution,
immediately after the close of business on the record date for the
determination of holders of shares of Common Stock entitled to receive
such dividend or distribution, or (b) in the case of any such
subdivision, reclassification or combination, at the close of business
on the day upon which such corporate action becomes effective.
(2) In case the Corporation shall at any time or from time to
time issue shares of Common Stock (or securities convertible into
shares of Common Stock) at a price per share (or having a conversion
price per share) less than $30.75 divided by the number of shares of
Common Stock into which a share of Series A Preferred Stock is then
convertible (the "Conversion Price") as of the date of issuance of
such shares or of such convertible securities, then, and in each such
case, the number of shares of Common Stock into which each share of
Series A Preferred Stock is convertible shall be adjusted so that the
holder of each share thereof shall be entitled to receive, upon the
conversion thereof, the number of shares of Common Stock determined by
multiplying (a) the number of shares of Common Stock into which such
share was convertible on the day immediately prior to such date by (b)
a fraction, the numerator of which shall be the sum of (I) the number
of shares of Common Stock outstanding on such date and (II) the number
of additional shares of Common Stock issued (or into which the
convertible securities may convert), and the denominator of which
shall be the sum of (I) the number of shares of Common Stock
outstanding on such date and (II) the number of shares of Common Stock
which the aggregate consideration receivable by the Corporation for
the total number of shares of Common Stock so issued (or into which
the convertible securities may convert) would purchase at such
Conversion Price on such date. An adjustment made pursuant to this
clause (2) shall be made on the next Business Day following the date
on which any such issuance is made and shall be effective
retroactively immediately after the close of business on such date.
For purposes of this clause (2), the aggregate consideration
receivable by the Corporation in connection with the issuance of
shares of Common Stock or of securities convertible into shares of
Common Stock shall be deemed to be equal to the sum of the aggregate
offering price (before deduction of reasonable underwriting discounts
or commissions and expenses) of all such securities plus the minimum
aggregate amount, if any, payable upon conversion of any such
convertible securities into shares of Common Stock. The issuance of
any shares of Common Stock (whether treasury shares or newly issued
61
<PAGE>
shares) pursuant to a dividend or distribution on, or subdivision,
combination or reclassification of, the outstanding shares of Common
Stock requiring an adjustment in the conversion ratio pursuant to
clause (1) of this sub-paragraph (B) shall not be deemed to constitute
an issuance of Common Stock or convertible securities by the
Corporation to which this clause (2) applies. The issuance of any of
the following shall not be deemed to constitute an issuance of Common
Stock or convertible securities of the Corporation to which this
clause (2) applies: shares of Common Stock pursuant to any Employee
Stock Plan (as defined in the Series A Preferred Stock Purchase
Agreement) approved by the shareholders of the Corporation; shares of
Common Stock issued upon conversion, exchange or exercise of
securities convertible into Common Stock that were issued pursuant to
a dividend or other distribution (of rights or otherwise) on the
Common Stock in which the Series A Preferred Stock shared on a pro
rata basis, according to the number of shares of Common Stock into
which one share of Series A Preferred Stock was then convertible; and
shares of Common Stock (or securities convertible into shares of
Common Stock) in connection with the pending acquisition of Advanced
Systems Applications, Inc.
(3) In case at any time the Corporation shall be a party to any
transaction (including, without limitation, a merger, consolidation,
sale of all or substantially all of the Corporation's assets,
liquidation or recapitalization of the Common Stock and excluding any
transaction to which clause (1) or (2) of this sub-paragraph (B)
applies) in which the previously outstanding Common Stock shall be
changed into or exchanged for different securities of the Corporation
or common stock or other securities of another corporation or
interests in a noncorporate entity or other property (including cash)
or any combination of any of the foregoing (each such transaction
being herein called the "Transaction", the date of consummation of the
Transaction being herein called the "Consummation Date", the
Corporation (in the case of a recapitalization of the Common Stock to
which this clause (3) applies or any other such transaction in which
the Corporation retains substantially all of its assets and survives
as a corporation) or such other corporation or entity (in each other
case) being herein called the "Acquiring Company", and the common
stock (or equivalent equity interests) of the Acquiring Company being
herein called the "Acquirer's Common Stock"), then, as a condition of
the consummation of the Transaction, lawful and adequate provisions
shall be made so that each
62
<PAGE>
holder of shares Series A Preferred Stock shall be entitled, at the
election of the Series A Preferred Stock as provided in the following
sentence, to the treatment accorded pursuant to sub-clause (a)(I) or
(a)(II) and, to the extent applicable, (a)(III). The selection by the
holders of shares of Series A Preferred Stock of the treatment to be
accorded such shares from among the alternatives specified in the
preceding sentence shall require the affirmative vote of the holders
of at least 66 2/3% of the outstanding shares of Series A Preferred
Stock, voting in person or by proxy, at a meeting of such
stockholders, which vote shall be taken on or before the later of (I)
the 30th day following the Consummation Date, and (II) the 60th day
following the day of delivery or mailing to such holders of the last
proxy statement relating to the vote on the Transaction by the holders
of the Common Stock, and which vote shall bind all holders of shares
of Series A Preferred Stock and their transferees; if the holders of
shares of Series A Preferred Stock are unable to or for any other
reason do not make a selection, then the Board of Directors of the
Corporation shall make such selection, in accordance with this clause
(3), from among the alternatives specified in this clause (3).
Notwithstanding the foregoing any holder of Series A Preferred Stock
shall in all events be entitled to the treatment accorded pursuant to
sub-clause (a)(III) in the event the circumstances specified therein
shall occur. Any selection made by the holders of shares of Series A
Preferred Stock in accordance with the second preceding sentence shall
be communicated in writing to the Corporation as promptly as
practicable after the vote referred to above shall have been taken.
(a) In case of any Transaction, each share of Series A
Preferred Stock shall continue to remain outstanding and shall be
subject to all provisions of these Articles of Amendment, as in
effect prior to such Transaction except that:
(I) each share of Series A Preferred Stock shall
thereafter be convertible into, in lieu of the Common Stock
issuable upon such conversion prior to the Consummation
Date, shares of the Acquirer's Common Stock, unless the
Acquiring Company fails to meet the requirements set forth
in (IV), (V) and (VI) below, in which case shares of the
common stock of the corporation (herein called a "Parent")
which directly or indirectly controls the Acquiring Company
if it meets the requirements set forth in (IV), (V) and (VI)
63
<PAGE>
below, at a conversion price per share equal to the
Conversion Price in effect immediately prior to the
Consummation Date multiplied by a fraction the numerator of
which is the market price per share (determined in the same
manner as provided in the definition of Current Market
Price) of the Acquirer's Common Stock or the Parent's common
stock, as the case may be, immediately prior to the
Consummation Date and the denominator of which is the
Current Market Price per share of Common Stock immediately
prior to the Consummation Date (subject in each case to
adjustments from and after the Consummation Date as nearly
equivalent as possible to the adjustments provided for in
this paragraph (xi));
(II) each share of Series A Preferred Stock shall
thereafter be convertible into, in lieu of the Common Stock
issuable upon such conversion prior to the Consummation
Date, the amount of securities or other property to which
such holder would actually have been entitled as a holder of
shares of Common Stock upon the consummation of the
Transaction if such holder had converted such shares of
Series A Preferred Stock immediately prior to such
Transaction (subject to adjustments from and after the
Consummation Date as nearly equivalent as possible to the
adjustments provided for in this paragraph (xi)); provided
that if in connection with the Transaction a tender or
exchange offer shall have been made and there shall have
been acquired pursuant thereto more than 50% of the
outstanding shares of Common Stock, and if the holders of
shares of Series A Preferred Stock so designate in the
notice given to the Corporation which specifies their
selection of this alternative (a)(II), each holder of such
shares shall be entitled to receive upon conversion thereof,
the amount of securities or other property to which such
holder would actually have been entitled as a holder of
shares of Common Stock if such holder had converted such
shares of Series A Preferred Stock prior to the expiration
of such tender or exchange offer and accepted such offer and
had sold therein the percentage of all the shares of Common
Stock issuable upon conversion of its shares of Series A
Preferred Stock equal to the percentage of shares of the
then outstanding Common Stock so purchased in the tender or
exchange offer, with the remaining portion of its shares or
Series A Preferred Stock thereafter being convertible into
the amount of securities or other property to which such
holder would actually have been entitled upon the
consummation of the Transaction as a holder of shares of
Common Stock if such holder had converted such shares of
Series A Preferred Stock immediately prior to such
Transaction (subject to adjustments from and after the
Consummation Date as nearly equivalent as possible to the
adjustments provided for in this paragraph (xi)); or
64
<PAGE>
(III) if neither the Acquiring Company nor the Parent
meets the requirements set forth in (IV), (V) and (VI)
below, each share of Series A Preferred Stock shall
thereafter be convertible into, in lieu of the Common Stock
issuable upon such conversion prior to the Consummation
Date, an amount in cash equal to the Fair Market Value in
cash, as of the Consummation Date (computed without
interest), of the shares of capital stock or other
securities or property (other than cash) to which the holder
of shares of Series A Preferred Stock would be entitled,
pursuant to (II) above (including the proviso thereof, if
applicable) upon conversion of each such share, as
determined by an independent investment banking firm (with
an established national reputation as a valuer of equity
securities) selected by the Corporation, plus the cash, if
any, into which each such share of Series A Preferred Stock
would be convertible pursuant to (II) above.
The Corporation agrees to obtain, and deliver to each holder of
shares of Series A Preferred Stock a copy of the determination of
such an independent investment banking firm within 15 days after
the Consummation Date of any Transaction to which (III) above is
applicable.
The requirements referred to above in the case of the Acquiring
Company or its Parent are that immediately after the Consummation
Date:
(IV) it is a solvent corporation or other entity
organized under the laws of any State of the United States
of America having its common stock or, in the case of an
entity other than a corporation, equivalent equity
securities, listed on the New York Stock Exchange or the
American Stock Exchange or quoted by the NASDAQ National
Market System or any successor thereto or comparable system,
and such common stock or equivalent equity security
continues to meet the requirements for such listing or
quotation;
(V) it is required to file, and in each of its three
fiscal years immediately preceding the Consummation Date (or
since its inception) has filed, reports with the Securities
and Exchange Commission (the "Commission") pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended; and
65
<PAGE>
(VI) in the case of the Parent, such Parent is required
to include the Acquiring Company in the consolidated
financial statements contained in the Parent's Annual Report
on Form 10-K as filed with the Commission and is not itself
included in the consolidated financial statements of any
other Person (other than its consolidated subsidiaries).
Notwithstanding anything contained herein to the contrary, the
Corporation shall not effect any Transaction unless prior to the
consummation thereof each corporation or entity (other than the
Corporation) which may be required to deliver any securities or
other property upon the conversion of shares of Series A
Preferred Stock, or the satisfaction of conversion rights as
provided herein, shall assume, by written instrument delivered to
each holder of shares of Series A Preferred Stock, the obligation
to deliver to such holder such securities or other property to
which, in accordance with the foregoing provisions, such holder
may be entitled, and such corporation or entity shall have
similarly delivered to each holder of shares of Series A
Preferred Stock an opinion of counsel for such corporation or
entity, which opinion shall state that the right, powers and
privileges of the outstanding shares of Series A Preferred Stock,
including, without limitation, the conversion provisions
applicable thereto, if any, shall thereafter continue in full
force and effect and shall be enforceable against such
corporation or entity in accordance with the term hereof and
thereof.
All calculations under this paragraph (B) shall be made to the nearest one
one-hundredth of a share.
(C) If any adjustment in the number of shares of Common Stock into
which each share of Series A Preferred Stock may be converted required
pursuant to this paragraph (xi) would result in an increase or decrease of
less than one-half of one percent in the number of shares of Common Stock
into which each share of Series A Preferred Stock is then convertible, the
amount of any such adjustment shall be carried forward and adjustment with
respect thereto shall be made at the earlier of (1) the time of and
together with any subsequent adjustment, which, together with such amount
and any other amount or amounts so carried forward, shall aggregate at
least one-half of one-percent of the number of shares of Common Stock into
which each share of Series A Preferred Stock is then convertible or (2)
three years after the date on which such adjustment otherwise would have
been made.
66
<PAGE>
(D) The Board of Directors may increase the number of shares of Common
Stock into which each share of Series A Preferred Stock may be converted,
in addition to the adjustments required by this paragraph (xi), as shall be
determined by it (as evidenced by a resolution of the Board of Directors)
to be advisable in order to avoid or diminish any income deemed to be
received by any holder for federal income tax purposes of shares of Common
Stock or Series A Preferred Stock resulting from any events or occurrences
giving rise to adjustments pursuant to this paragraph (xi) or from any
other similar event.
(E) The holder of any shares of Series A Preferred Stock may exercise
its right to convert such shares into shares of Common Stock by
surrendering for such purpose to the Corporation, at its principal office
or at such other office or agency maintained by the Corporation for that
purpose, a certificate or certificates representing the shares of Series A
Preferred Stock to be converted accompanied by a written notice stating
that such holder elects to convert all or a specified whole number of such
shares in accordance with the provisions of this paragraph (xi) and
specifying the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. In case such notice
shall specify a name or names other than that of such holder, such notice
shall be accompanied by payment of all transfer taxes payable upon the
issuance of shares of Common Stock in such name or names. Other than such
taxes, the Corporation will pay any and all issue and other taxes (other
than taxes based on income) that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Series A Preferred
Stock pursuant hereto. As promptly as practicable, and in any event within
five business days after the surrender of such certificate or certificates
and the receipt of such notice relating thereto and, if applicable, payment
of all transfer taxes (or the demonstration to the satisfaction of the
Corporation that such taxes have been paid), the Corporation shall deliver
or cause to be delivered (1) certificates representing the number of
validly issued, fully paid and nonassessable full shares of Common Stock to
which the holder of shares of Series A Preferred Stock so converted shall
be entitled and (2) if less than the full number of shares of Series A
Preferred Stock evidenced by the surrendered certificate or certificates
are being converted, a new certificate or certificates, of like tenor, for
the number of shares evidenced by such surrendered certificate or
certificates less the number of shares converted. Such conversion shall be
deemed to have been made at the close of business on the date of giving of
such notice and of such surrender of the certificate or certificates
representing the shares of Series A Preferred Stock to be converted so that
the rights of the holder thereof as to the shares being converted shall
67
<PAGE>
cease except for the right to receive shares of Common Stock in accordance
herewith, and the person entitled to receive the shares of Common stock
shall be treated for all purposes as having become the record holder of
such shares of Common Stock at such time. The Corporation shall not be
required to convert, and no surrender of shares of Series A Preferred Stock
shall be effective for that purpose, while the transfer books of the
Corporation for the Common Stock are closed for any purpose (but not for
any period in excess of 15 days); but the surrender of shares of Series A
Preferred Stock for conversion during the period while such books are so
closed shall become effective for conversion immediately upon the reopening
of such books, as if the conversion had been made on the date such shares
of Series A Preferred Stock were surrendered, and at the conversion rate in
effect at the date of such surrender.
(F) Upon conversion of any shares of Series A Preferred Stock, the
holder thereof shall be entitled to receive any accrued but unpaid
dividends on such shares of Series A Preferred Stock.
(G) In connection with the conversion of any shares of Series A
Preferred Stock, no fractions of shares of Common Stock shall be issued,
but in lieu thereof the Corporation shall pay a cash adjustment in respect
of such fractional interest in any amount equal to such fractional interest
multiplied by the Current Market Price per share of Common Stock on the day
on which such shares of Series A Preferred Stock are deemed to have been
converted.
(H) The Corporation shall at all times reserve and keep available out
of its authorized and unissued Common Stock, solely for the purpose of
effecting the conversion of the Series A Preferred Stock, such number of
shares of Common Stock as shall from time to time be sufficient to effect
the conversion of all then outstanding shares of Series A Preferred Stock.
The Corporation shall from time to time, in accordance with the laws of
South Carolina, increase the authorized amount of Common Stock if at any
time the number of authorized shares of Common Stock remaining unissued
shall not be sufficient to permit the conversion at such time of all then
outstanding shares of Series A Preferred Stock.
(I) In the event that one of the events described in Section 12 of the
Series A Preferred Stock Purchase Agreement shall have occurred, and the
Purchaser shall have received the certificate and the opinion referred to
in such Section 12, all shares of the Series A Preferred Stock shall be
deemed to have been converted into, and shall (without any action of the
holder thereof) becomes, that number of shares of Common Stock into which
the Series A Preferred Stock was then convertible in accordance with the
provisions hereof and the shares of Series A Preferred Stock shall be
returned to the status of authorized but unissued shares.
68
<PAGE>
(xii) Reports as to Adjustments. Whenever the number of shares of Common
Stock into which each share of Series A Preferred Stock is convertible is
adjusted as provided in paragraph (xi), the Corporation shall promptly mail to
the holders of record of the outstanding shares of Series A Preferred Stock at
their respective addresses as the same shall appear in the Corporation's stock
records a notice stating that the number of shares of Common Stock into which
the shares of Series A Preferred Stock are convertible has been adjusted and
setting forth the new number of shares of Common Stock (or describing the new
stock, securities, cash or other property) into which each share of Series A
Preferred Stock is convertible as a result of such adjustment, a brief statement
of the facts requiring such adjustment and the computation thereof, and when
such adjustment became effective.
(xiii) Notice of Certain Events. In case:
(A) the Corporation shall declare a dividend, or make a distribution
on the outstanding shares of Common Stock in shares of Common Stock or
subdivide or reclassify the outstanding shares of Common Stock into a
greater number of shares or combine or reclassify the outstanding shares of
Common Stock into a smaller number of shares of Common Stock;
(B) the Corporation shall issue shares of Common Stock (or securities
convertible into shares of Common Stock) at a price per share (or having a
conversion price per share) less than the Conversion Price as of the date
of issuance of such shares or of such convertible securities;
(C) the Corporation shall declare, order, pay or make a dividend or
other distribution on its Common Stock, other than shares of Common Stock;
or
(D) the Corporation shall be a party to any Transaction;
then the Corporation shall promptly (but in any event at least 10 days prior to
the applicable record date, effective date or date of issuance) mail to the
holders of record of the outstanding shares of Series A Preferred Stock at their
respective addresses as the same shall appear on the Corporation's stock records
a notice stating the date on which a record is to be taken for the purpose of
such dividend or other distribution, the date or anticipated date on which such
subdivision, reclassification or combination is expected to become effective,
the date or anticipated date on which such issuance is to occur or the
Consummation Date of such Transactions (and which notice shall also state, if
applicable, the date as of which it is expected that holders of shares of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities or other property).
69
<PAGE>
(xiv) Certain Definitions. For the purposes of these Articles of
Amendment:
"Affiliate" shall mean, as to any Person, any other Person which directly
or indirectly controls, or is under common control with, or is controlled by,
such Person. As used in this definition, "control" (including, with its
correlative meanings, "controlled by" and "under common control with") shall
mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).
A Person shall be deemed the "beneficial owner" of, and shall be deemed to
"beneficially own", any securities (a) which such Person or any of its
Affiliates is deemed to "beneficially own" within the meaning of Rule 13d.3
under the Securities Exchange Act of 1934, and the rules and regulations
thereunder or (b) which such Person or any of its Affiliates has the right to
acquire (whether such right is exercisable immediately or only after the passage
of time) pursuant to any agreement, arrangement or understanding or upon the
exercise of any right of conversion or exchange, warrant, option or otherwise.
"Business Day" shall mean any day other than a Saturday, Sunday, or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
"Current Market Price" per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices per share of Common Stock
for the 20 consecutive Trading Days immediately prior to such date; provided
that such 20 consecutive Trading Days shall in no event include any Trading Day
(A) before the first full Trading Day after the first public announcement of the
issuance of the dividend or other distribution or (B) after the last full
Trading Day prior to the commencement of "ex-dividend" trading on the exchange
or market specified in the following sentence. The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Common Stock is not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading or, if the Common Stock is not listed or admitted to trading on any
70
<PAGE>
national securities exchange, the last quoted sale price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or such other system then in use, or, if on any such
date the Common Stock is not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the Common Stock selected by the Board of Directors. If the Common
Stock is not publicly held or so listed or publicly traded, "Current Market
Price" shall mean the Fair Market Value per share as determined in good faith by
the Board of Directors of the Corporation.
"Fair Market Value" shall mean the amount which a willing buyer would pay a
willing seller in an arm's-length transaction.
"Liquidation Price" measured per share of Series A Preferred Stock a [sic]
of any particular date shall mean the sum of (a) $30.75 plus (b) an amount equal
to all unpaid Regular Dividends, whether or not declared, accrued on such share
through the date as of which the Liquidation Price is being paid.
71
<PAGE>
"Outstanding Voting Power of the Corporation" shall mean the total number
of votes which may be cast in the election of directors of the Corporation at
any meeting of shareholders of the Corporation if all Voting Securities then
outstanding were present and voted at such meeting, other than votes that may be
cast only by one class or series of stock (other than Common Stock) or upon the
happening of a contingency.
"Person" shall mean any individual, firm, corporation or other entity, and
shall include any successor (by merger or otherwise) of such entity.
"Purchaser" shall mean International Business Machines Corporation, a New
York corporation.
"Series A Preferred Stock Purchase Agreement" shall mean the Stock Purchase
Agreement dated July 26, 1989, between the Purchaser and the Corporation, as it
may be amended from time to time.
"Subsidiary" of any Person shall mean any corporation or other entity of
which a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by such Person.
"Trading Day" shall mean a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.
"Voting Securities" shall mean the shares of Common Stock and any other
securities of the Corporation entitled to vote generally in the election of
directors of the Corporation, and any other securities (including rights and
options) convertible into, exchangeable for or exercisable for, any of the
foregoing (whether or not presently convertible, exchangeable or exercisable),
including the Series A Preferred Stock."
3. The amendment to the Articles of Incorporation of the Corporation set
forth in Article 2 of these Articles of Amendment was authorized and adopted by
the Board of Directors of the Corporation at a meeting duly held on July 26,
1989. No shareholder action was required for the adoption of these Articles of
Amendment.
IN WITNESS WHEREOF, Policy Management Systems Corporation has caused these
Articles of Amendment to be duly executed by its President and Chief Executive
Officer and attested to by its Secretary and has caused its corporate seal to be
affixed hereto, as of this 23rd day of August, 1989.
72
<PAGE>
POLICY MANAGEMENT SYSTEMS
CORPORATION
BY: /s/ G. Larry Wilson
---------------------------
G. Larry Wilson
President and Chief
Executive Officer
(Corporate Seal)
ATTEST:
/s/ Robert L. Gresham
-------------------------
Robert L. Gresham
Secretary
73
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
POLICY MANAGEMENT SYSTEMS CORPORATION
D44681 /s/ John T. Campbell
------------------------
Secretary of State
Filed: Oct. 25, 1989
JSR 01/02 4973
09-015403/89-015403 16:01:00 004
10-27-89 AMT: $110.00
SECT OF STATE OF SOUTH CAROLINA
Policy Management Systems Corporation (the "Corporation"), hereby
certifies:
1. The name of the Corporation is Policy Management Systems Corporation.
2. The Articles of Incorporation of the Corporation are hereby amended to
delete all of the provisions of Article 2 of those Articles of Amendment filed
by the Corporation with the South Carolina Secretary of State on August 23,
1989; and that the 3,797,561 shares of Special Stock designated to be Series A
Convertible Special Stock in such Articles of Amendment filed on August 23,
1989, are hereby returned to the status of authorized but unissued and
undesignated shares of the class of Special Stock, $.01 par value per share, and
the Corporation shall have 5,000,000 shares of such class of Special Stock
authorized for which the Board of Directors shall have the right to determine
and fix the relative rights and preferences.
3. The amendment to the Articles of Incorporation set forth in Article 2
of these Articles of Amendment was proposed and recommended for approval to the
shareholders by the Board of Directors of the Corporation. On the record date
for determining shareholders entitled to vote at the special meeting of
shareholders held on October 25, 1989, there were 15,397,023 shares of Common
Stock outstanding and 3,797,561 shares of Series A Convertible Special Stock
outstanding, of which all shares of both classes were entitled to vote as a
single voting group and of which the 3,797,561 shares of Series A Convertible
Special Stock were entitled to vote as a separate voting group, and 11,378,811
----------
shares of Common Stock and all shares of Series A Convertible Special Stock were
indisputably represented at the Special Meeting. 10,301,080 shares of Common
----------
stock voted for the amendment, 1,043,867 shares of Common Stock voted against
---------
the amendment, and all shares of Series A Convertible Special Stock voted for
the amendment. The number of votes cast for the amendment by each voting group
was sufficient for approval by each voting group.
74
<PAGE>
IN WITNESS WHEREOF, Policy Management Systems Corporation has caused these
Articles of Amendment to be duly executed by its President and Chief Executive
Officer and attested by its Secretary and has caused its corporate seal to be
affixed hereto as of this 25th day of October, 1989.
POLICY MANAGEMENT SYSTEMS
CORPORATION
BY: /s/ G. Larry Wilson
---------------------------
G. Larry Wilson
President and Chief
Executive Officer
(Corporate Seal)
ATTEST:
/s/ Robert L. Gresham
-------------------------
Robert L. Gresham
Secretary
75
<PAGE>
ARTICLES OF MERGER
OF
ADVANCED SYSTEM APPLICATIONS, INC.
WITH AND INTO
POLICY MANAGEMENT SYSTEMS CORPORATION
D44681 /s/ John T. Campbell
-----------------------
Secretary of State
Filed: Dec. 28, 1990
MBC 01/02/4973
90-018291/90-018291 15 20:20 004
12-28-90 AMT: $110.00
SECT OF STATE OF SOUTH CAROLINA
Pursuant to the provisions of Section 33-11-104 of the South Carolina
Business Corporation Act of 1988, POLICY MANAGEMENT SYSTEMS CORPORATION, a
corporation organized and existing under the laws of the State of South Carolina
(the "Surviving Corporation"), and ADVANCED SYSTEM APPLICATIONS, INC., a
corporation organized and existing under the laws of the State of Delaware
("ASA"), hereby execute the following Articles of Merger.
1. The Plan of Merger, providing for the merger of ASA with and into the
Surviving Corporation (the "Merger") is set forth as Exhibit A to these Articles
of Merger.
2. The Surviving Corporation, Policy Management Systems Corporation,
shall be the surviving corporation resulting from the Merger and shall continue
to conduct its business under the name "Policy Management Systems Corporation".
3. All of the outstanding shares of ASA were held by the Surviving
Corporation when the Plan of Merger was approved, and no amendment of the
Articles of Incorporation of the Surviving Corporation was adopted; therefore,
no action of the shareholders of either PMSC or ASA was required for approval of
such Plan of Merger.
4. The Merger shall be effective on the later of (i) 12:01 a.m. Eastern
Standard Time on January 1, 1991, (ii) the time these Articles of Merger are
filed with the Secretary of State of the State of South Carolina or (iii) the
time a certificate of ownership and merger is filed with the Secretary of State
of the State of Delaware.
76
<PAGE>
IN WITNESS WHEREOF, each of the undersigned corporation has caused these
Articles of Merger to be duly executed in its name this 16th day of October,
1990.
The Surviving Corporation:
----------------------------
POLICY MANAGEMENT SYSTEMS
CORPORATION
Attest:
/s/ Robert L. Gresham BY: /s/ G. Larry Wilson
------------------------- -----------------------------
Robert L. Gresham G. Larry Wilson
Executive Vice President, Chairman of the Board and
Treasurer and Secretary President
ASA:
---
Attest: ADVANCED SYSTEM APPLICATIONS, INC.
/s/ Robert L. Gresham BY: /s/ G. Larry Wilson
------------------------- ----------------------------
Robert L. Gresham G. Larry Wilson
Treasurer and Secretary Chairman and President
77
<PAGE>
EXHIBIT A
---------
PLAN OF MERGER
--------------
THIS PLAN OF MERGER (hereinafter referred to as the "Plan of Merger") by and
between POLICY MANAGEMENT SYSTEMS CORPORATION, a South Carolina corporation
(sometimes hereinafter referred to as "PMSC" or the "Surviving Corporation"),
and ADVANCED SYSTEM APPLICATIONS, INC., a Delaware corporation (sometimes
hereinafter referred to as "ASA") (PMSC and ASA are sometimes hereinafter
collectively referred to as the "Constituent Corporations").
W I T N E S S E T H:
WHEREAS, PMSC is the sole beneficial owner of all of the outstanding capital
stock of ASA; and
WHEREAS, THE [sic] Board of Directors of PMSC has determined that it is in the
best interest of PMSC and ASA for ASA to be merged with and into PMSC on the
terms set forth below;
The following constitutes the terms and conditions of the merger of ASA with and
into PMSC:
1. Merger.
------
1.1 Names of Constituent Corporations; Merger. The names of the
-----------------------------------------------
corporations proposing to merge hereunder are: (i) Policy Management
Systems Corporation, a South Carolina corporation, and (ii) Advanced
System Applications, Inc., a Delaware corporation. On the Effective
Date (as defined in Section 1.2 hereof), ASA shall be merged with and
into PMSC and the separate existence of ASA shall cease. The
Constituent Corporations shall become a single corporation which shall
be a South Carolina corporation and which shall continue in existence
as the Surviving Corporation under the name "Policy Management Systems
Corporation." Except as otherwise specifically set forth herein, the
identity, existence, purposes, powers, franchises, rights and
immunities of the Surviving Corporation shall continue unaffected and
unimpaired by the merger.
1.2 Effective Date. This Plan of Merger shall become effective as of the
---------------
time the articles of merger referred to in Section 4 hereof have been
filed with the Secretary of State of the State of South Carolina as
required by the laws of the State of South Carolina.
78
<PAGE>
2. Terms and Conditions of the Merger.
---------------------------------------
2.1 Articles of Incorporation and Bylaws of Surviving Corporation. On the
Effective Date, the Articles of Incorporation of PMSC, as heretofore
amended, shall remain in effect unaltered as the Articles of
Incorporation of the Surviving Corporation. Such Articles of
Incorporation, as amended, separate and apart from this Plan of
Merger, shall be, and may be separately certified as the Articles of
Incorporation of PMSC after the Effective Date. The Bylaws of PMSC, as
in effect immediately prior to the Effective Date, shall continue in
full force and effect as the Bylaws of the Surviving Corporation until
altered or amended as provided therein or in accordance with the laws
of the State of South Carolina. The duly qualified and acting officers
and directors of PMSC immediately prior to the Effective Date shall
continue to be the directors and officers of the Surviving
Corporation.
2.2 Property and Liabilities. On the Effective Date, the separate
--------------------------
existence of ASA shall cease, and ASA shall be merged with and into
PMSC. As the Surviving Corporation, PMSC shall, from and after the
Effective Date, possess all the rights, privileges, immunities, powers
and franchises of whatever nature and description, and shall be
subject to all the restrictions, duties, obligations and liabilities
of each of the parties hereto; and all rights, privileges, immunities,
powers and franchises of each of the parties hereto; and all property
(real, personal and mixed) and all debts due to either of the
Constituent Corporations on whatever account, including subscriptions
to shares, and all other choses [sic] in action, and all and every
other interest, of or belonging to any of them shall be vested in the
Surviving Corporation; and all property, rights, privileges,
immunities, powers and franchises, and all and every other interest
shall be thereafter as effectually the property of the Surviving
Corporation as they were the Constituent Corporations; and the title
to any real estate vested by deed or otherwise in any of them shall
not revert to or be in any way impaired by reason of such merger. All
rights of creditors and liens upon the property of the Constituent
Corporations shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the Constituent Corporations
shall henceforth attach to and be the liabilities of
79
<PAGE>
the Surviving Corporation and may be enforced against it to the same
extent as if such debts, liabilities and duties had been incurred or
contracted by it. Any claim existing or action or proceeding pending
by or against the Constituent Corporations may be prosecuted as if the
merger had not taken place, or the Surviving Corporation may be
substituted in any such action or proceeding. If at any time the
Surviving Corporation shall consider or be advised that any further
assignments, assurances in law, or other acts or instruments are
necessary or desirable to vest, perfect, or confirm in the Surviving
Corporation the title to any property or rights of the Constituent
Corporations, the Constituent Corporations and their proper officers
and directors shall and will do all such acts and things as may be
necessary or proper to vest, effect, or confirm title to such property
or rights in the Surviving Corporation and otherwise to carry out the
purposes of this Plan of Merger.
3. Manner and Basis of Conversion and Exchange of Shares.
-------------------------------------------------------------
3.1 Stock of PMSC. The merger shall effect no change in any of the shares
-------------
of PMSC stock, and none of its shares shall be converted or otherwise
affected as a result of the Merger.
3.2 Stock of ASA. All of the capital stock of ASA shall cease to exist and
------------
shall be deemed cancelled, retired and eliminated and be of no further
force and effect.
4. Additional Matters.
-------------------
PMSC and ASA shall cause articles of merger or certificates of ownership
and merger and such other documents as may be required under the laws of
the States of South Carolina and Delaware to be executed, and the Surviving
Corporation shall cause such articles of merger, certificates of ownership
and merger and other documents to be filed as required by the laws of the
States of South Carolina and Delaware and shall cause all fees with respect
thereto to be paid and all notices with respect thereto to be properly
given or published.
IN WITNESS WHEREOF, each of the undersigned corporations has caused these
Articles of Merger to be duly executed in its name this 16th day of October,
1990.
The Surviving Corporation:
---------------------------
POLICY MANAGEMENT SYSTEMS
CORPORATION
Attest:
/s/ Robert L. Gresham BY: /s/ G. Larry Wilson
------------------------- -----------------------
Robert L. Gresham G. Larry Wilson
Executive Vice President, Chairman of the Board and
Treasurer and Secretary President
80
<PAGE>
ASA:
---
Attest: ADVANCED SYSTEM APPLICATIONS, INC.
/s/ Robert L. Gresham BY: /s/ G. Larry Wilson
------------------------- -----------------------
Robert L. Gresham G. Larry Wilson
Treasurer and Secretary Chairman and President
81
<PAGE>
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
/s/ Jim Miles
----------------------
Secretary of State
Filed May 30, 1991
Pursuant [sic] Section 3-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:
1. The name of the corporation is Policy Management Systems Corporation.
2. On May 14, 1991, the corporation adopted the following Amendment(s) of
its Articles of Incorporation:
(Type or attach the complete text of Each Amendment)
(See Attachment A)
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert
"not applicable" or "NA").
N/A
4. Complete either a or b, whichever is applicable.
a. [x] Amendment(s) adopted by shareholder action. At the date of
adoption of the amendment, the number of outstanding shares of
each voting group entitled to vote separately on the Amendment,
and the vote of such shares was:
82
<PAGE>
<TABLE>
<CAPTION>
Number of Number of Number of Votes Number of Undisputed*
Outstanding Votes Entitled Represented at Shares Voted
Voting Group Shares to be Cast the meeting For Against
------------- -------------- -------------- --------------- -------------------------
<S> <C> <C> <C> <C>
Common Stock 19,606,252 19,606,252 16,529,231 14,724,404 1,668,760
Special Stock -0- - - - -
</TABLE>
NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of [sic]
cast for the amendment by each voting group was sufficient for
approval by that voting group.
b. [ ] The Amendment(s) was duly adopted by the incorporators or board
of directors without shareholder approval pursuant to
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina
Code as amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by the Secretary of
State (See 33-1-230(b)): N/A
-----
DATE: May 14, 1991 Policy Management Systems Corporation
----------------------------------------
(Name of Corporation)
BY: /s/ Robert L. Gresham
-------------------------
(Signature)
Robert L. Gresham
--------------------
(Type or Print Name and Office)
Executive Vice President
Secretary and Treasurer
83
<PAGE>
ATTACHMENT A
Article 4 is deleted in its entirety and replaced with:
4. The Corporation is authorized to issue shares of stock as follows:
Authorized No. Par
Class of Shares of each class Value
--------------- -------------- ------
Common Stock 75,000,000 $ .01
Special Stock 5,000,000 $ .01
Special Stock is a class of $.01 par value special stock for
which the Board of Directors shall have the right to determine
the preferences, limitations and relative rights, within the
limits set forth in Section 33-6-101 of the Code of Laws of South
Carolina 1976, and any amended or successor provisions thereof.
Article 5 is deleted in its entirety and is replaced with:
5. Total authorized capital stock 80,000,000 shares at $.01 par value.
84
<PAGE>
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
/s/ Jim Miles
----------------
Secretary of State
Filed October 31,1994
Pursuant [sic] Section 3-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:
1. The name of the corporation is Policy Management Systems Corporation.
2. On October 13, 1994, the corporation adopted the following Amendment(s) of
its Articles of Incorporation:
Article 9.e. is deleted in its entirety from the Articles of Incorporation
of the Company and the remaining provisions of Article 9 are relettered
accordingly.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
N/A
4. Complete either a or b, whichever is applicable.
a. [x] Amendment(s) adopted by shareholder action. At the date of
adoption of the amendment, the number of outstanding shares of
each voting group entitled to vote separately on the Amendment,
and the vote of such shares was:
<TABLE>
<CAPTION>
Number of Number of Number of Votes Numberof Undisputed*
Outstanding Votes Entitled Represented at Shares Voted
Voting Group Shares to be Cast the meeting For Against
------------- ----------- -------------- --------------- -------------------------
<S> <C> <C> <C> <C>
Common Stock 20,358,484 20,358,484 17,650,262 16,359,664 307,261
Special Stock -0- - - - -
</TABLE>
85
<PAGE>
NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of [sic]
cast for the amendment by each voting group was sufficient for
approval by that voting group.
b. [ ] The Amendment(s) was duly adopted by the incorporators or board
of directors without shareholder approval pursuant to
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina
Code as amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendment shall be the date of acceptance for filing by the Secretary of
State (See 33-1-230(b)): N/A
-----
DATE: October 26, 1994 Policy Management Systems Corporation
----------------------------------------
(Name of Corporation)
BY: /s/ Stephen G. Morrison
---------------------------
(Signature)
Stephen G. Morrison
----------------------
(Type or Print Name and Office)
Executive Vice President
Secretary,and General Counsel
RETURN FORM(S) TO:
Office of Secretary of State
Corporations Division
P.O. Box 11350
Columbia, S.C. 29211
Form Approved by South Carolina
Secretary of State 1/89
86
<PAGE>
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
comformed copy, must be filed.
If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at time of filing
application.
Filing Fee $ 10.00
Filing Tax 100.00
Total $ 110.00
87
<PAGE>
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
OF A SOUTH CAROLINA
OR FOREIGN CORPORATION
This Space For Use By The Secretary of State
/s/ Jim Miles
------------------
Secretary of State
Filed November 21, 1994
Pursuant to 33-5-102 and 33-15-108 of the 1976 South Carolina Code, as
amended, the undersigned corporation submits the following information:
1. The name of the corporation is Policy Management Systems Corporation
2. The corporation is (complete either a or b, whichever is applicable):
a. a domestic corporation incorporated in South Carolina on July 18,
---------
1880; or
---
b. a foreign corporation incorporated in __ N/A____________ on
(State)
_________________,
(Date)
and authorized to do business in South Carolina on __________.
(Date)
3. The street address of the current registered office in South Carolina
One PMS Center
-----------------------
(Street & Number)
in the city of Blythewood , South Carolina, 29016 .
----------------- ---------------
(Zip Code)
4. If the current registered office is to be changed, the street address to
which its registered office is to be
changed is N/A , in the city of , South Carolina,
-------------------- ----------
(Street & Number)
.
---------
(Zip Code)
5. The name of the present registered agent is Robert L. Gresham .
--------------------
6. If the current registered agent is to be changed, the name of the
successor registered agent is .
-----------------
Stephen G. Morrison.
------------------------------
* I hereby consent to the appointment as registered agent of the corporation.
Stephen G. Morrison.
---------------------
* I hereby consent to the appointment as registered agent of the corporation.
/S/ Stephen G. Morrison 11/10/91
--------------------------------------------
(Signature of New Registered Agent)
* Pursuant to 33-9-102(5) and 33-19-108(5), the written consent of the
registered agent may be attached to this form.
94-023078BC
88
<PAGE>
7. The address of the registered office and the address of the business
office of the registered agent, as changed, will be identical.
8. Unless a delayed date is specified, this application will be effective
upon acceptance for filing by the Secretary of State (See 33-1-230(b)): N/A.
------
9. Dated this day of November , 1994.
----- ------------
Policy Management Systems Corporation
---------------------------------------------
(Name of Corporation)
By: /S/ Stephen G. Morrison 11/10/94
----------------------------------------
Stephen G. Morrison, Executive Vice
----------------------------------------
President, General Counsel and Secretary
----------------------------------------
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or
a conformed copy must be filed.
2. Filing fee (payable to the Secretary of State at the time of filing this
document) - $10.00
3. Pursuant to 33-5-102(b), the registered agent can file this form when
the only change is changing the street address of the registered office. In
this situation, the following statement should be typed on the form above the
registered agent's signature: "The corporation has been notified of this
change."
RETURN FORM(S) TO:
Office of the Secretary of State
Corporations Division
P O Box 11350
Columbia, S.C.
89
<PAGE>
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
This Space For Use By
The Secretary of State
/s/ Jim Miles
--------------------------
Secretary of State
Filed September 27, 2000
Pursuant Section 3-10-106 of the 1976 South Carolina Code, as amended, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Policy Management Systems Corporation
-------------------------------------
2. On September 27, 2000 , the corporation adopted the following
---------------------
Amendments(s) of its Articles of Incorporation: (Type or attach the complete
text of Each Amendment)
Article 1 of the Articles of Incorporation is hereby amended to read as
follows:
The name of the corporation is Mynd Corporation.
3. The manner, if not set forth in the amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for
in the Amendment shall be effected, is as follows: (if not applicable, insert
"not applicable" or "NA").
N/A
4. Complete either a or b, whichever is applicable.
a. x Amendment(s) adopted by shareholder action.
---
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote separately on the
Amendment, and the vote of such shares was:
<TABLE>
<CAPTION>
Voting Number of Number of Votes Number of Votes Number of Undisputed*
Group Outstanding Entitled to be Cast Represented at Shares Voted
Shares the meeting For Against
-------- ------------ ------------------- --------------- ---------------------
<S> <C> <C> <C> <C> <C>
Common 35,585,504 35,585,504 25,373,955 25,237,869 136,086
Stock
</TABLE>
90
<PAGE>
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can
alternatively state the total number of undisputed shares cast for the amendment
by each voting group together with a statement that the number of cast for the
amendment by each voting group was sufficient for approval by that voting group.
b.___ The Amendment(s) was duly adopted by the incorporators or
board of directors without shareholder approval pursuant to 33-6-102(d),
33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and
shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these
Articles of Amendment shall be the date of acceptance for filing by the
Secretary of State (See 33-1-230(b)):
.
DATE: September 27, 2000 Policy Management Systems Corporation
------------------ -----------------------------------------
(Name of Corporation)
By: /S/
--------------------------------
G. Larry Wilson, Chairman of the Board,
Chief Executive Officer and President
----------------------------------------
(Type or Print Name and Office)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate or a conformed
copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at time of filing
application.
Filing Fee $ 10.00
Filing Tax $ 100.00
TOTAL $ 110.00
91
<PAGE>
Notary Certificate
------------------
I, the undersigned, Sherryl D. Bryant , Notary Public, with offices
----------------------
at Blythewood, South Carolina, U.S.A., do hereby certify that on this 27thday
------------------------------------ -----
of September ,2000, G. Larry Wilson, personally known to me, appeared before
--------------
me in person and did execute the above document.
Date/Place September 27, 2000 Blythewood, S.C.
(Seal)
/S/ Sherryl D. Bryant
---------------------------------------
Notary Public for South Carolina
My commission expires: October 7, 2007
---------------
92
<PAGE>
