Exhibit 3(a)(6)
RESTATED CERTIFICATE OF INCORPORATION OF
LIFEPOINT, INC.
It is hereby certified that:
1. (a) The present name of the corporation (hereinafter called the
"Corporation") is LifePoint, Inc.
(b) The name under which the Corporation was originally incorporated
is U.S. Drug Testing, Inc.; and the date of filing the original
certificate of incorporation of the Corporation with the Secretary of
State of the State of Delaware is October 8, 1992.
2. The provisions of the certificate of incorporation of the Corporation,
as herein and as heretofore amended and/or supplemented, are hereby restated
and integrated into the single instrument which is hereinafter set forth, and
which is entitled Restated Certificate of Incorporation of LifePoint, Inc.,
without further amendment and without any discrepancy between the provisions
of the certificate of incorporation as heretofore amended and supplemented
and the provisions of the said single instrument hereinafter set forth except
for the deletion of the name and address of the incorporator and except that
paragraph B.1 of Article FOURTH thereof has been deleted and the remaining
paragraphs renumbered because of the conversion or redemption of all shares
of the Series A 10% Cumulative Convertible Preferred Stock.
3. The Board of Directors of the Corporation has duly adopted this
Restated Certificate of Incorporation pursuant to the provisions of Section
242 & 245 of the General Corporation Law of the State of Delaware in the form
set forth as follows:
"Restated Certificate of Incorporation
of
LifePoint, Inc.
FIRST: The name of the Corporation (hereinafter called the "
Corporation") is LifePoint, Inc.
SECOND: The address, including street number, city, and county, of
the registered office of the Corporation in the State of Delaware is
1013 Centre Road, City of Wilmington, County of New Castle; and the
name of the registered agent of the Corporation in the State of
Delaware at such address is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: A. The total number of shares of stock (hereinafter referred
to as the "Capital Stock") which the Corporation shall have authority
to issue is 78,000,000, all of which shares shall have the par value
of $.001 per share, and the Capital Stock shall be divided into two
classes:
1. 3,000,000 of the shares shall be Preferred Stock.
2. 75,000,000 of the shares shall be Common Stock.
B. The relative rights, powers, privileges, preferences,
participations, qualifications, limitations and restrictions of the
classes of the Capital Stock are as follows:
1. Preferred Stock.
(a) Designation of Series. With respect to the Preferred
Stock, the Board of Directors of the Corporation is
authorized, subject to the limitations prescribed by the GCL
and the provisions of this subparagraph Fourth B.1, to
provide for the issuance of the shares of the Preferred Stock
in series and, by filing a certificate pursuant to the GCL,
to establish from time to time the number of shares to be
included in each such series, and to fix the designations,
powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions
thereof;
(b) Priority. Each series into which the Preferred Stock
shall be subdivided by the Board of Directors subsequent to
the date hereof, as herein provided, shall, to the extent of
its relative rights, powers and preferences, be senior to the
Common Stock and each subsequently created series of the
Preferred Stock unless a provision is otherwise made by the
Board of Directors;
(c) Board Designation. The authority of the Board of
Directors with respect to each series of the Preferred Stock
shall include, but not be limited to, determination of the
following:
(i) The number of shares constituting that series and the
distinctive designation of that series;
(ii) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment
of dividends on shares of that series;
(iii) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so,
the terms of such voting rights;
(iv) Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion,
including provision for adjustment of the conversion rate in
such events as the Board of Directors shall determine;
(v) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date upon or after which they shall
be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions
and at different redemption dates;
(vi) Whether the series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund;
(vii) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, and the relative rights of
priority, if any, of payment of shares of that series; and
(viii) Any other relative rights, preferences and limitations
of that series.
(d) Dividends. Dividends on the outstanding shares of the
Preferred Stock shall be paid or declared and set apart for
payment before any dividends shall be paid or declared and set
apart for payment on the shares of the Common Stock with
respect to the same dividend period.
(e) Preference on Liquidation. If upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation the assets available for distribution to the
holders of shares of the Preferred Stock of all series shall
be insufficient to pay such holders the full preferential
amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of the
Preferred Stock in accordance with the respective preferential
amounts (including unpaid cumulative dividends, if any)
payable with respect thereto.
2. Common Stock.
(a) Designation and Dividends. The Common Stock shall be
designated "Common Stock." Subject to all of the rights of
the Preferred Stock, dividends may be paid upon the Common
Stock as and when declared by the Board of Directors out of
any funds legally available for the payment of dividends.
(b) Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and subject to the prior
rights of creditors and after the holders of any then
outstanding series of the Preferred Stock shall have been
paid in full amounts to which they shall be entitled, or an
amount sufficient to pay the aggregate amount to which the
holders of any then outstanding series of the Preferred
Stock shall be entitled shall have been deposited with a
bank or trust company having a capital surplus and undivided
profits of at least $25,000,000 as a trust fund for the
benefit of the holders of any then outstanding series of the
Preferred Stock, the remaining net assets of the Corporation
shall be distributed pro rata to the holders of the Common
Stock. For the purposes of this subparagraph Fourth B.2 (b),
the consolidation or merger of the Corporation with any other
corporation or corporations shall not be deemed a liquidation
or dissolution of the Corporation.
(c) Voting Right. Each holder of the Common Stock shall
be entitled to one vote per share thereof held upon all matters.
3. Definitions.
(i) The term "Business Day' shall mean any day on which
national banks in the City of Los Angeles, State of California
are open.
(ii) The term "Common Stock" shall mean the Corporation's
currently authorized Common Stock and any shares into which
such Common Stock may hereafter be changed."
FIFTH: The corporation is to have perpetual existence.
SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of this Corporation or of any
creditor or stockholder thereof or on the application of any receiver
or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for
this Corporation under the provisions of Section 279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of
this Corporation, as the case may be, to be summoned in such manner as
the said court directs. If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise
or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class
of creditors, and/or on all the stockholders or class of stockholders,
of this Corporation, as the case may be, and also on this Corporation.
SEVENTH: For the management of the business and for the conduct of
the affairs of the Corporation, and in further definition, limitation,
and regulation of the powers of the Corporation and of its directors
and of its stockholders or any class thereof, as the case may be, it
is further provided:
1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of
Directors. The number of directors which shall constitute
the whole Board of Directors shall be not less than three (3)
nor more than nine (9). The exact number of directors shall
be determined from time to time by a majority of the whole
Board and such number shall be five (5) until otherwise
determined by a resolution adopted by the majority of the
whole Board. In the event that the number of directors is
increased by such a resolution of the whole Board, the
vacancy or vacancies so resulting shall be filled by a vote
of a majority of the directors then in office. No decrease
in the number of directors shall shorten the term of any
incumbent director. The phrase "whole Board" and the phrase
"total number of directors" shall be deemed to have the same
meaning, to wit, the total number of directors which the
Corporation would have if there were no vacancies. No
election of directors need be by written ballot.
2. After the original or other Bylaws of the Corporation
have been adopted, amended, or repealed, as the case may be,
in accordance with the provisions of Section 109 of the
General Corporation Law of the State of Delaware, and, after
the Corporation has received any payment for any of its stock,
the power to adopt, amend, or repeal the Bylaws of the
Corporation may be exercised by the Board of Directors of the
Corporation; provided, however, that any provision for the
classification of directors of the Corporation for staggered
terms pursuant to the provisions of subsection (d) of Section
141 of the General Corporation Law of the State of Delaware
shall be set forth in an initial Bylaw or in a Bylaw adopted
by the stockholders entitled to vote of the Corporation unless
provisions for such classification shall be set forth in this
Certificate of Incorporation.
3. Whenever the Corporation shall be authorized to issue
only one class of stock, each outstanding share shall entitle
the holder thereof to notice of, and the right to vote at, any
meeting of stockholders. Whenever the Corporation shall be
authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied
voting power under the provisions of the Certificate of
Incorporation shall entitle the holder thereof to the right to
vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of Section 242 of the
General Corporation Law of the State of Delaware shall
otherwise require; provided, that no share of any such class
which is otherwise denied voting power shall entitle the
holder thereof to vote upon the increase or decrease in the
number of authorized shares of said class.
4. The Board of Directors shall be divided into three (3)
classes as nearly equal in number as possible, with the term
of office of Class A expiring at the annual meeting of
stockholders in 2001, of Class B expiring at the annual
meeting of stockholders in 2002, and of Class C expiring at
the annual meeting of stockholders in 2003. At each annual
meeting of stockholders beginning with the annual meeting of
stockholders held in 2001, directors chosen to succeed those
whose terms then expire shall be elected for a term of office
expiring at the third succeeding annual meeting of
stockholders after their election. When the number of
directors is changed, any newly created directorships or any
decreases in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in numbers as
possible. When the number of directors is increased by the
Board of Directors and the resultant vacancies are filled by
the Board of Directors, such additional directors shall serve
only until the next annual meeting of stockholders, at which
time they shall be subject to election and classification by
the stockholders. In the event that any director is elected
by the Board to fill a vacancy, which occurs as a result of
the death, resignation or removal of another director, such
director will hold office until the annual meeting of
stockholders at which the director who died, resigned or was
removed would have been required, in the regular order of
business, to stand for re-election, even though such term
may thereby extend beyond the next annual meeting of
stockholders. Each director who is elected as provided in
this paragraph 4 of Article SEVENTH shall serve until his or
her successor is duly elected and qualifies.
EIGHT: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the provisions
of paragraph (7) of subsection (b) of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be amended
and supplemented.
NINTH: The Corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or
other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any
Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
TENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Delaware at the
time in force may be added or inserted in the manner and at the time
prescribed by said laws, and all rights at any time conferred upon
the stockholders of the Corporation by this Certificate of
Incorporation are granted subject to the provisions of this Article
TENTH."
Signed on August 30, 2000
/s/ Robert W. Berend
Robert W. Berend
Secretary
