HomeMy WebLinkAboutBack-Up DocumentsFrom: Stone, Jon [mailto:Jon.Stone(Tdraeger.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. J 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
ion.stone(@draeger.com
www.draeger.com
Drager. Technology for Life®
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CORPORATION SERVICE COMPANY
1201 Hays Street
Tallhassee, FL 32301
Phone: 850-558-1500
ACCOUNT NO. 120000000195
REFERENCE 182978 4308005
AUTHORIZATION C
COST LIMIT 4$,?50 0�
7 -------------------------------------------------------
ORDER DATE : June 16, 2016
ORDER TIME : 1:31 PM
ORDER NO. : 182578-045
CUSTOMER NO: 4308005
-----------------------------------------------------------------
EORRIGN FILINGS
NAME: DRARGER 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:
I
COVER LETTER
TO: Amendment Section
Division of Corporations
.SUBJECT,.Draeger Mcdicul, Inc.
_....".�
blame of Corporatian
DOCUMENT NUMBER:
F09000000074
The enclosed Aiitendment and fee are submitted for filing,,
Please return al l correspondence concerning this matter to the following:
Name of Contact Person
hepper%milton UP
NrinlCompany
3000 Two Logan Sqnare
Address
Philadelphia, PA 19103
CilytState and Zip Code
papulech(ivpepper I aw.ecm
E-mail address: to bto used for foturc arinttal report notiftcalion)
Foi- further informatign e:ctii"mirtg this matter, please pall:
Heather Papalco 215 981-4787
Jai ( ?_.
Nanta ofCantacl P€rson Area Code 8r Daytime TelePhane Numbete'
Enclosed. is a chcsck for the following amount:
535,00 Filing Fix: I1 S43.75 Filing Foo'&
�l certiFcttteorsignts
Mallinp- Address:
.Amendment Section
Division of Cotporations
F.O. Box 6327
'ftlllahassec; FL 32314
n 313.75 Filing Fee &
t J'
$52.50 Filing Fee,
t Certittcatc &
C'ortifled Copy
--1. ot'sms
(Additional copy Is
Cortitled Cag5y
cnvloskxf)
(Additional copy is
ene)oied)
Street Address:
Amendment Section
Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301
PROFIT CORPORATION
APPLICATION BY FOREIGN PROFIT CORPORATION TO FILE AMENDMENT TO
APPLICATION FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA
Wwsuant,to s. 607, 1'504, U.)
SECTION 1
(1-3 MUST BE COMPLETrn)
F09000000074
(Docatnenttttimberorcorporadon(ifknaWh)
Draeger Mc fieul, Ine.
=
(Name of corporation as it appears on the records of the Department orState)
.3..�
2. $etrnsytvania 3January 7, 2009.
(lncarpaatcd under aws vC) (Date aur ionacd to do businass in Florida)
SECTION I1
(4-7 CO3MPLeTL ONLY THC: APPLICABLE C:HANG'ES)
4. 11" the amendment changes the name of the corporation, when was the change effected under the laws of
its jurisdiction of incorporation? M'y 1, 2016 1
5. Draeger, Inc.
(Name of corporallon after the anielldment, adding suliix"corporation,', "company,'' or "incorporated," or
,appropriate abbreviation, if noir: of contained in new noof thn c ottx.iratton)
(If new name is unavailable in Florida,• enter' alternate corporate name adopte for the PwTgse•o 'trate nsactt g
business -in rlorida)
6. If the amendment changes the period of duratidn, indidate new perlod of duration,
aw uration
7. If the amendiiknt change&the jurisdiction of incorporation, indicate newiurisdiction.
(New Jurisdiction
! 8, Attached is a certificate or document of similar-imoil',cviciencin ilte amendment, authenticated not more than
90 days prior to doliveay'of thetp lication to the,l eparrment of �atc, b the Secretary of State or other official
having custody of•corporaip'ii*.As in the jutisdietion under the laws ofywhich it is -incorporated.
(Stgptature df a director, president or other off icer - j in the hands
JJ
ON, receim or other count appointed fiduciary, by that fiduciary)
(Fypedorpdnbed name orperson signing) (Title of persort loigning)
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 were -filed
pprpuAnt to the laws of the Commonwealth of Pennsylvania on April 29, 2016
effective May 1, 2016 for Draeger Medical, Inc., a Pennsylvahla 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.
��Ivol IN TEM NONY WHEREOF, I have hereunto set
.."�i my hand and caused the Sezg of the Secretary's
Office to be of ixea the day and year above wrtteh.
Secretary of the Commonwealth
Gertificate Number. ITC0160519TC17921-1
Verify tails certificate online at h4s:itwwwcorporations.pa,govlorderiverify
13
PENNSYLVANIA DEPARTMENT .OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS
Delaware
® Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE .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
SR# 20162698820
You may verify this certificate online at corp.delaware.gov/authver.shtml
Authentication: 202239740
Date: 04-29-16
CERTIFICATE OF OWNERSHIP :AND MERGER. OF
'DRAWER SAVETYR�TC.
(A Delaware corporation).
WITH AND INTO
DRAEGER b4EDW ,4 M , rm�
SYSTE.. S
(a Delaware 0 6-r-poratioti)
. Pursuanito Section 253 of the General
Corporation Law of the State of Dela,.,vare
Praeger:Medkal Systems, lhcare corporation orp ion (te K-0-Moratiot"), floes hereby
certify to the following facts relating to ihe merger
Delaw.re -corporation and the wholly-owned.suWidiaiyof the :Coror I Coloration (the '!,S-_db�sidia
p
with and into th e. Corporation, with.. 6rporation'remain I ing . as f6'::survivmg 06tpdr4tidiiJa;thb,
Mager:
FIRST; The Subsidiary and the Corgcqfloo are both otgamized'pursuant to. the Geiier4l
Corporation Law dthe.state ofbel , aware (the 11 PGal).
SECOND: The Corpor6tion.-owns.all of th0,o.utstpdingjshares of the common lstolqk;,witli apar
value Cf.U,SD 10.00 per shaie,bi'the.Sabsidiarythe "ah
The; SuNidWY."has"no class Of
stock outstanding other than the Shares.
THIRD' Th; BOW of of the Corporati resolutionsdilly addpted� by uhanit
The Corporation, f6 1 * ' ous
wriftQ11 consent in lieu of a meeting pursuant I to Section 141(O, of the DGCL,6n April 28 2016,
detbrm'ined to tnergo the :Subsidiary with and into .the Cprpoiatioii pursuant to Section:-253;ofthe
DOCL upon the terms. set f6r(h in such resolutions, .A true copy of said resolutions. is attached
hereto us Exhibit A. ;Such resoluti . ons have not teen modified or rescinded and are iii full: force
'and effect o–n—the —,date l.hereof
FOURTM The name offlp,,sVviYingcorporation shall be Draeger mqdical $ystems Inc,
.
FJFT-H: This metgd is to be'doffio Active on* May 1,201,6,6f 8.00aniEST,
MTH, That anything:herein of d1spyhero to the eontrary notwithstanding, this mTgeT e may b
ay 'e,
amend ed or terminated bmd abandoned b'y' ihb'B6W- 6 f Dir'm- i't orsothte.cdf� Oration at'any time
prior. to the time, that: this -merger filed with the, Secretary of State :becomes ef(ec&e,
#37&79784 tit
IN WITNESS VMEREOF, said Corporation has caused this Certificate of Merger to be
signed by an authorized officer this 28"'
day of April, 2016.
DRAIGER MEDICAL SYSTEMS, INC.
Na4ie: Lothar Thibleft
Title: President and CEO
[Signature page to Certificate off'Ownership and Merger — Draeger Medical Systems., Inc.]
EXHIBIT A
RESOLUTIONS OF THE CORPORATION
DRAEGER MEDICAL SYSTEMS, INC.
'UNANTMOVS WRITTEN CONSENT OF TIM4 BOARD OF DIRECTORS
IN LIEU OF A SPECIAL METING
2801 day of April, 2016
THE UNDERSIGNED, being all of the xnewhers. of the Board of Directors (the
I"!Co�') in
_rd"),of Draegler Medical System, Inc., a Delaware corporation, (;the "!Co�wa
rdance with the authority contained in SecVom 141(f) of the Delaware General Corporation
as amended, and the bylaws of the Company, hereby unanimously consent in
ng t the following resolirtions shall have the same force and effect as if duly adopted at a
ing of the Board daly noticed, calked and held in accordance with law and the bylaws of the
WHEREAS, Draeger Safety, Inc., a Delaware corporation, ("p -ST) is a wholly
subsidiary ofthe ComPany; and
WITEREAS, in connection with corporate restructuring, the Board deem it to be
)able and in the hest interests of the Comp=y, to, pursuant to GC1, Section 253, merge
,f)S.1 (tile "Marge orn viving entity, and
with the C . pany as the stu
WHEREAS, in ordor to emsummate the Merger, the Company and DSl desire to
into tram stain Agreernent and Plan of Merger (the "Merger Apseement"), attached hereto
ORE, BE IT HEREBY:
NOW, TBEREF
RESOLVED, that the Merger be, and it bereby is approved, and be it fhilhcr
RESOLVED, that the ", ecution, •delivery and performanoe of the Merger
obt bej and it boreby is. approv4* and be it further
RESOLVED, any officer of the Company be, and each of the: hereby is,
d crnpowered and directed oD behalf of the Company to certify, execute and file with
*y of State, of The State, of Delaware a C=tificate of Ownership and Merger and to do
icts and thiiffgs; whatsoever, -whether witbin or without the State of Delaware, which
,.::any way necessary or appropriate to effect tuoh Certificate of Ownership and Merger;
RESOLVED, that the taking of .any actions by the, Company, including the
livery and performance of any agreements or docarnmats., necessary to cons'ummate
a. amordance-with'the DOCL or oth,=wiso, be, and they hereby are approved, and
I—FFT-9-7w IM -14 MA
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,
exceute, 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
(W) t4kno any and all such other actions as any such officer ruay determinc in his or her discretion
to be necessary or advisable to effectuate the foregoing resolutions, the taking of any such action
to constitato 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, data 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 con -firmed in all respects; and be it farther
. RESOLVED, that this written consent may be executed. either by manilml
signature or a facsimile, pdf or other electronic version of a manual signature, each of which
shall be considered an original.
[Slgnalurepa,ge tofiollmq
W.18026012 a!
(Step 5)
IN WITNESS WHEREOF, dw unfit tsiigned have caused this Uno.imous
Consont of the Board of Dirmtm in Lieu of a Special M Viff", tive as of the date
'forth above.
Mug
.-0.
[Signafto'e Page to the BoardR-psolution qfD.&fSl (Step 5)]