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EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MERGE TECHNOLOGIES INCORPORATED
MERGE TECHNOLOGIES INCORPORATED, a corporation organized and existing
under Chapter 180 of the Wisconsin Statutes, does hereby certify as follows:
1. The name of the corporation is: MERGE TECHNOLOGIES
INCORPORATED.
2. The Amended and Restated Articles of Incorporation of the
corporation are amended as follows:
ARTICLE IV
The Preferred Shares set forth in the table contained in this
Article IV is amended by creating a series entitled Special Voting
Stock, which series shall have one (1) share, with the powers,
preferences, rights, qualifications, limitations and restrictions as
set forth on Exhibit A to this amendment to the corporation's Amended
and Restated Articles of Incorporation.
3. The number of Preferred Shares, series Special Voting Stock,
created is one (1).
4. The above amendment to the Amended and Restated Articles of
Incorporation of the corporation was adopted on September 1, 1999.
5. The above amendment to the Amended and Restated Articles of
Incorporation of the corporation was duly adopted in accordance with Section
180.1002 of the Wisconsin Statutes. The amendment was adopted by the board of
directors, and shareholder action was not required.
6. None of the Preferred Shares, series Special Voting Stock,
has been issued.
Dated this 1st day of September 1999.
By: /s/ William C. Mortimore
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William C. Mortimore, its President and CEO
This document was drafted by and is returnable to:
MICHAEL J. MCDONAGH, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202-4108
(414) 271-6560
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EXHIBIT A
Transfer of the security evidenced by this certificate is not valid
except to the extent that such transfer has complied with the provisions
regarding transfer contained in a Trust Agreement, dated as of September 1,
1999, by and among Merge Technologies Incorporated, Interpra Medical Imaging
Network Ltd., and Firstar Bank Milwaukee, N.A., as Trustee hereunder, as may be
amended from time to time. A copy of the Trust Agreement, which imposes various
restrictions upon the holder of this certificate, is available to interested
parties for inspection at the offices of the Corporation.
The securities evidenced by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state, but have been issued in reliance upon exemptions
therefrom. The securities may not be offered, sold, pledged or otherwise
transferred without registration under the Securities Act and applicable state
securities laws or receipt of an opinion of counsel satisfactory to the
Corporation that an exemption from registration is available or that such
transfer may otherwise lawfully be made.
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