Loading...
HomeMy WebLinkAboutBack-Up DocumentsFrom: Stone, Jon [mailto:Jon.StonePdraeger.com] Sent: Thursday, August 04, 2016 2:21 PM To: Lima, Cristiane Subject: Change of Company Information Hello Ms, Lima, As per our conversation of approximately a week ago, Draeger Safety, Inc. (Tax ID 132868969) has recently had an internal merger within our global organization and therefore our safety division was merged with the medical division. Thus our company name has now changed to Draeger, Inc. along with other pertinent data such as our Tax ID, DUNS, physical address and remittance address. The DUNS for Draeger, Inc. Is 044549434. You had mentioned that you needed to be supplied with evidence and/or documentation regarding the merger and thus I have attached these documents for your review. ,I have also attached a copy of our current W-9 form for Draeger, Inc. and this shows our new Tax ID number. Finally you requested that I provide you with the open purchase orders for the City of Miami that had been placed with Draeger Safety, Inc. According to the information that I received back from our Customer Service Department, the remaining open purchase orders are 1606461 and 1405311/40. Can you please let me know when you have made the applicable adjustments in your system and also let me know if I need to make any further changes to our profile once you have made your adjustments? If you have any questions, please do not hesitate to contact me. Thank you for your assistance in this process. Sincerely, Jon Stone Contract Administrator North America Draeger, Inc. 3135 Quarry Road Telford, PA 18969 USA Mobile +1412 352-3658 jon.stone@draeger.com www.draeger.com Drager. Technology for Life® Please consider the environment before printing this e—mail This C.03 rriunicatLbal „oatzins a • ifidential istfc i tiatittn. Ii' you ar4 r3r. t. the intende.ease return ll;.i.s email to the sercie:t tr:<1 delete it:rorn your eorris. 2 (Requestor's Name) (Address) (Address) (CitylStatelZip/Phone #) Ej PICK-UP WAIT 0 MAII. (Business Entity Name) Certified Copies (Document Number) Certificates of Status Special Instructions to Filing Officer: Office Use Only 900286967159 JUN 2 Q 261' C. CARRO1 HERS RS I° CORPORATION SERVICE COMPANY 1201 Hays Street Tallhassee, FL 32301 Phone: 850-558-1500 ACCOUNT NO. REFERENCE AUTHORIZATION COST LIMIT 120000000195 182978 4308005 je k4 ORDER DATE : June 16, 2016 ORDER TIME : 1:31 PM ORDER NO. 182978-045 CUSTOMER NO: 4308005 FOREIGN FILINGS NAME: DRAEGER MEDICAL, INC. XX CORPORATE LIMITED PARTNERSHIP LIMITED LIABILITY COMPANY XXXX AMENDMENT PLEASE RETURN THE FOLLOWING AS PROOF OF FILING: CERTIFIED COPY XX PLAIN STAMPED COPY CERTIFICATE OF GOOD STANDING CONTACT PERSON: Courtney Williams -- EXT# 62935 EXAMINER: ( COVER LETTER TO: Amendment Section Division of Corporations .SUBJECT: Drtteger Medical, Inc. Name of Corporation DOCUMENT NUMBER: F09t1©0f?00074 The enclosed Atitendtuent and fee are submitted for filing. Please return all correspondence concerning this matter to the following: • • •-•_.__Heathor P.apeleo • • Name of Contact Person Pepper 'Hamilton 1,LP 1. inn/Company 3000 Two Logan Square Adiiress Philadelphia, PA 19103 City/Slate and Zip Code papalech(ivpepper l aw.eom E-mail address: (to be used for future annual report notification) Foi• further infnrtnatign concerning this matter, please call: Heather Papalco Nance of Contact Person 215 981-4787 at( Area Code & Daytime Telephone Number Enolosed•is a check for the following amount: $35,00 Filing FAY 843.75 Filing Fee& CdrtifeateofStunts Mailing Address: .Amendment Section Division of' Corporations F.O. Box 6327 Tallahasseei FL 32314 S43.75 Filing Fce & , 552.50 filing Fee, rr._' Certified Copy I. Certificate at' Status & (Additional copy is Certified Cady eneles xl) (Additional copy is enelosed) Street Address: Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 'ITS et .:. l r14%1 PROFIT CORPORATION APPLICATION BY FOREIGN PROFIT CORPORATION TO FILE AMENDMENT TO APPLICATION FOR AUTII.ORIZATION TO TRANSACT BUSINESS IN FLORIDA (Pursuant,to s. 607,1504, F,S.) SECTION 1 (1-3 MUST BE COMPLETED) F09000000074 (Document number o r corporation (it'known) 1, Draegcr htodicul, Inc. r•z ) . 7,' 1 , (Name of eol-poration as it appears on the records of the Department of State) 'c 2, Pennsylvania (incorporated under laws of) 3, January 7, 2009 • 1 _t • (Date authonaed to do business in Florida) % .a •c SECTION I1 (4-7 COMPLETE ONLY THti APPLICABLE CHANGES) 4, lf'the amendment changes the name of the corporation, when was the change effected under the laws of its jurisdiction of incorporation? Muy 1,2016 5. Draegcr, Inc. (Name of corporation after the amendment, adding suffix "corporation,', "company,' or "incorporated," Or ,appropriate abbreviation, if'not contained in new name of the Corporation) (If new name is unavailable in Florida, enter alternate corporate name adopted for the purpgse•af transacting' business•in Florida) 6, if the amendment changes the period of duration, indicate new period adoration. (New duration) 7. If the amendmnt changes;the jurisdiction of ineotporatian, indicate new jurisdiction. (New jurisdiction) 8. Attached is a cei'tificatc or document of sirnilar•irYr ori, evidencing the amendment, authenticated not more than 90 days prior to delivery' of thetp lication to the Department of Slate, bythe Secretary of State or other official having custody o t corporaipref is s in the jurisdiction lender the laws ofwhichit is'tncorporated. (Signature of a director, prcsident or other officer - it' in the hands of n receiver or other court appointed tidueiary, by that fiduciaty) �'• j 62 r i°.mac (Typed or printed -name or person signing) (Title of person (it;ning) V 1 COMMONWEALTH OF PE.NNSYLVANIA DEPARTMENT OF STATE May 27, 2016 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: I DO HEREBY CERTIFY, That from an examination of the indices and Records.of this Department, it appears that Articles of Amendment werefiled pursuant to the laws of the Commonwealth of Pennsylvania on April 29, 2016 effective May 1, 2016 for Draeger Medical, Inc., a Pennsylvania corporation, incorporated May 31, 1968, whereby the corporate name was changed to Draeger,, Inc. I DO FURTHER CERTIFY, That this shall not imply that all fees, taxes, and'penalties owed to the Commonwealth of Pennsylvania are paid. 1N TESTIMONY WHEREOF, I have hereunto set my hand and raised the Seal of the Secretary's Office to be affixed, the day and year above written. C/"- i is Secretary of the commonwealth Certificate Number: ITC0160519TC17921-1 Verify this certificate online at https:itwww,corporations.pa.gov!crdertverify PENNSYLVANIA DEPARTMENT OF STAT BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS Q Return document by mail to; Nutt ,1dcTreSs lappet xamilian LLP Covnter Cit Srcr Zip l a Js. QReturn document by.email' to: Name Reservation/Transfer of Reservation 1111111iiiiim��iiuiiii Read all instructions prior to completing This forth may be submitted online at hulls:7/www corn Drat ens pa.gov/;. ee'..$$7o.:::• .Check One. • D:Name Reservation ;ill Transfer. of Nate Reservation. compliance With the -requirements of the applicable provisions of 15 Pa,C S § 208 (relating to Reservation name), the undersigned hereby states that;. I..The name to be: reserved/transferred is:: Draeger, Z. Ttte name ofthe person or association re serving/ transferring the name is: Patrick Gilmore 3: The address of the person or association reserving/transferring the name is: 3135 Quarry Road, Telford, PA 18969 •.Nutnber and street City:.: Stilt For TRANSFER ofNamc Reservation ONLY 4, The name of the person or association to whom the name reservation is being transferred is: Pepper Hamilton LLP. Zip Code 5..The address :ofthe person or association to whom the name reservation Is being transferred is: 100 Market Street, Suite 200, Harrisburg, PA 17108 Number and street • City State Zip Code 1N TESTIMONY WHEREOF, the undersigned person or association has caused this Name Reservation/Transfer of. Reservation to be signed this 29th day of April 2;:201 t�{, e urApplicant/Tninsferor* Ap aantl,Duly. authnrizcd represantative/Transrerur Signatuta: ::::?: `(A transfer.ofname reservationmust be signed by .::: the persuti, tivhn initially reserved tha rime.) Title (for asstTrTatioii applicant only PENNSYLVANIA.DEPARTMENT OF. STATE BUREAU OF CORRI''ORA.TIONS AND CHARITABLE ORGANIZATIONS Address,. Art'lcles.of :Amendmei t Do nlesti e Corporation DSCB:15-1915/5915 (rev :7/.2015) 1111111 HP: li.1,1111,! !Ill NI Read all instructions prior to completing. This form may be submitted online at httosi!,/www.corporations.pa,govi.` Fee: $70 Check one :. L1 Business Corporation:(§ 1915) C3 Nonprofit Corporation (& 5915) In compliance with the regturements of the appiicable:provisions (relating to artictes of amendment), the *undersigned, desiring to amend its articles, hereby states that: ;1.,_Thenanie of the corporation is:': •Draeger Medical, Inc 2. The (a) address of this corporation's current registered office in this Commonwealth or (b) nameof its commercial registered office provider and the county of venue is: (Con plete only (a) or.[b}, nat.both) ..... . .:.. ,(b)Name of Commercial Registered Office Provider c/o Corporation Service Company 3. The statute by or tinder which it was incorporated: PA CorporationBusiness Law: of1933 Tile date of its incorporation May 31,1968 • l',DI/P:171!`/YYY) 5.:Clseck and fir appropriate complete, one of the following:_ The amendment shall, be effective upon filing these Articles of Amendment in the Department of State. Theaniendment shall be effective one ' Mav l, 2016 at 10:00a in.EST Date (MMMJDDIYYYY) .; : `Hour Of any) ::: 6. Check grid of the fallowng The ainendtnent was adopted by the shareholders or membera pursuant to 1 o Pa.C,S. § 1914(a) and (b) or; § 5914(a)'::: The amendment was adopted by the: board of directors pursuant to 15. Pa. C.S. § 1914(cc or § 5914(b). ? 'Check, nnd if appropriate complete, one of the jollowing:_ X `The amendment adopted by the corporation, set forth In full, is as follows Tlie name of the corporation is being changed to: Draeger, Inc, The amendment adopted by the corporation Is `set forth in full in Exhibit.A attached hereto and made a '. parthereof 8. .Check It Ihe cmiendmentrestafes the,Articles: The restated Articles of incorporation supersede the original articles and all amendments thereto. IN :TESTIMONY WHEREOF,. the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof t}iis day of �/ e .r 4q6 PENNSYLVANIA DEPARTMENT .OF STATE BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS Docketing Staterrient Changes • i)SCB 15-I34B• (rev. 720).5) art I. Complete for each fluig urgent name of entity or association (survivor or new entity) Praeger Medical, Inc: 244020 Formation/foreign registration date in PA: 5/31/1968 tate of formation Pennsylvania • Effective: date, if any:. May 1 2016 at 10:00aan. ES art a. Check appropriate transaction X - Amendment (complete Section A) •Merger (complete Section B) Conversion (complete Sections A and D) evival, (complete Section F) • Dissolution before Commencement of Business (complete Section H) • ection A --,Amendment or Correction Complete fields which pertain to changes: • Correction (complete Section A) • Division (complete Section C) Abandonment (complete Section E) Domestication (complete Section.G) • wtook (aggregate number of shares authorized): erm of Existence; cling type to be amended or corrected ction B Merger Complete Section A with any changes to the association surviving thein' rger, if any Merging entities not surviving the merger are: (attach sheet for additional merging entities):. ffectivc Date IncorporatioWforeign registration date in PA State cif Jurisdiction .-Incorporations, foreign registration date in PA. Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF TEE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES: "DRAEGER SAFETY, INC.", A DELAWARE CORPORATION, WITH AND INTO "DRAEGER MEDICAL SYSTEMS, INC." UNDER THE NAME OF "DRAEGER MEDICAL SYSTEMS, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE TWENTY—NINTH DAY OF APRIL, A.D. 2016, AT 6:19 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE FIRST DAY OF MAY, A.D. 2016 AT 8 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 3644576 8100M SRtt20162698820 Authentication: 202239740 Date: 04-29-16 You may verify this certificate online at corp.delaware.gov/authver.shtml •• ;* Alt,:1)e)aivare. *Oigtp7::f State Wfsiou of Crporalans• .ibeitvetett 6 1PM4f»t2�16 CERTIFICATE OF OWNERSHIP AND MERGER OP .;,':::1,1P'.•,1)-.1P01-P-$4.44°49 .SA191069.8820 0.440t• •DRAEGER SAFETY, INC. (a Delaware Corporation) WITH ANL) INTO DRAP;GER ME, DICAL SYSTEMS, INC, (a Delaware corporation) • Pursuantto Section 253 of the General Corporation Law -of the State of Delaware 'Praeger Medical SystemA, Thc,,,a'Delawarecorporation (the "Corporation"), does hereby certify to the .following facts relating to the merger (the "Merger") of Draeger Safety, Inc., 'a Delaware corporation and the wholly -owned subsidiary ,of the Corporation (the -"Subsidiary"), With and into the Corporation, with. Corporation remaining as the Surviving Ccirporatidh in the Merger: FIRST ; The Subsidiary and the Corporation are both organized. pursuant to the General • Corporation Law ofthe State .of Dela-Ware (the "DGCL"). SECOND; The Corporationowns •all of the outstanding shares of the commonstock, with a par value of USD 10,00 or share, of theSubsidiaty (the "Sharer), The SubSidiary'has no class of • stock outstanding other than the Shares. THIRD:' The Board of Directorsof the Corporation, by resolutions Tiulyadepted by titian:MINA written consent in lieu of a meeting pursuant to Section 141(f) of the DGCL on April 28, 2016, deterinined to merge the Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL upon the teams Set forth in such resolutions, Atnie copy of said reselutions is attached hereto us Exhibit A Such resolutions have not been modified or reseinded and are ii full. force and effect cnth date hereof, FOURTH: The name of the: swviying corporation shall be Praeger Medieal Systems, Inc. FIFTH; This Merger is to become effective on May 1, 201.6, at 8:00a.m.EST, SIXTH: That anything herein Or elsewhere to the contrary notwithstanding, this merger may be amended Or terminated and abandoned by the 'Board of Directors of the Corporation at any time prior to the time that this merger filed with the Secretary of State:becomes effective. page.X)11dviA a7797S4 1./2 IN WITNESS WHEREOF, said Corporation has caused this Certificate of Merger to be signed by an authorized officer this 28" day of April, 2016. DRAEGER MEDICAL SYSTEMS, INC. By Narne: Lothar Thielen Title: President and CEO [Signatnre page to Certificate of Ownership and Merger Draeger Medical Systems, Inc.] EXHIBIT A RESOLUTIONS OF THE CORPORATION DRAEG]R MEDICAL SYSTEMS, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS IN LIEU OF A SPECIAL MEETING 28th day of April, 2016 THE UNDERSIGNED, being all of the members of the Board of Directors (the Board") of Draeger Medic,a1 Systems, Inc., e Delaware corporation, (the "Company") in accordance with the authority contained in Section 14/(f) of the Delaware General Corporation ( DGCL ), as amended, and the bylaws of the Company, hereby unanimously consent in iting that the following resolutions shall have the same force and effect as if duly adopted at a ting of the Board duly noticed, called and held in accordance with law and the bylaws of the. parry. WHEREAS, Draeger Safety, Inc., a Delaware =potation, ("DSI") is a wholly d subsidiary of the Company; and WHEREAS, in connection with corporate restructuring, the Board deems it to be visable and in the best interests of the Company, to, pursuant to DOLL Section 253, merge DST (the "Ivierger"), with the Company as the surviving entity; and WHEREAS, in order to consummate the Merger, the Company and DSI desire to into that certain Agreement and Plan of Merger (the "Merger Ap.ecrnent"), attached hereto NOW, THEREFORE, BE IT HEREI3Y: RESOLVED, that the Merger be, and it hereby is approved; and be it further RESOLVED, that the execution, delivery and performance of the Merger ht be, and it hereby is approved; and be it !hither RESOLVED, any officer of the Company be, and each of them hereby is, powered and directed on behalf of the Company to certify, execute and file with of State of the State of Delaware a Certificate of Ownership and Merger and to do is and things, whatsoever, whether within or without the State of Delaware, which y way necessary or appropriate to effect such, Certificate of Ownership and Merger; RESOLVED, that the taking of any actions by the Company, including the 'livery and performance of any agreements or documents, necessary to consummate .accordance.with the DGCL or otherwise, be, and they hereby are approved; and GENERAL AV-THOR-ITV RESOLVED, that any officer of the Company be, and each of them hereby is, authorized, empowered and directed on behalf of the Company to (i) finalize, make, enter into, execute, deliver, file and record any and all other documents and instruments, (ii) pay or cause to be paid any and all expenses and fees and disburse such other funds of the Company, and (iii) take any and ail such other actions as any such officer may determine in his or her discretion to be necessary or advisable to effectuate the foregoing resolutions, the taking of any such action to constitute conclusive evidence of the exercise of such discretionary authority; and be it further RESOLVED, that any and all actions taken by any officer, employee or agent of the 'Company prior to the date hereof in connection with, and consistent with, the foregoing resolutions, the taking of any such action to constitute conclusive evidence of the exercise of such authority, are hereby ratified, approved and confirmed in all respects; and be it further RESOLVED, that this written consent may be executed either by manual signature or a facsimile, pdf or other electronic version of a manual signature, each of which shall be considered an original, [5igna1ure page to,foilaq 038026012 v I (Slap 5, IN WITNESS WHEREOF, the undersigned have caused this Unanimous Consent of the Board of Directors in Lieu of a Special Meet in tive as of the date/fir forth above, [Signature Page to the BoardResolution afDMSI (Step 5)]