EX-3.1 2 v341540_ex3-1.htm EXHIBIT 3.1

STATE OF NEW JERSEY
DEPARTMENT OF TREASURY FILING CERTIFICATION (CERTIFIED COPY)

HEALTHCARE CORPORATION OF AMERICA

 

I, the Treasurer of the State of New Jersey,
do hereby certify, that the above named business
did file and record in this department the below
listed document(s) and that the foregoing is a
true copy of the
Certificate of Merger
Filed in this office
April 10th, 2013
as the same is taken from and compared with the
original(s) filed in this office on the date set
forth on each instrument and now remaining on file
and of record in my office.

 

Certificate Number: 128016303

Verify this certificate online at

 

https:lAvwwl.state.nlus/TY7'R_StandingCertaSPNerify_Cert.jsp

IN TESTIMONY WHEREOF, I have hereunto

set my hand and affixed my Official Seal at Trenton,

this 11th day of April, 2013

 

 

 

 

 

 

 

 

Andrew P Sidamon-Eristoff
State Treasurer

 

 

 

 
 

 

 

CERTIFICATE OF MERGER

 OF

SELWAY MERGER SUB, INC.

 AND

HEALTHCARE CORPORATION OF AMERICA

 

 APRIL 10, 2013

 

 

To the Department of the Treasury
State of New Jersey

 

Pursuant to the provisions of Section 14A:10-4.1 of the New Jersey Business Corporation Act, it is hereby certified that:

 

1.                  The names of the merging corporations are Selway Merger Sub, Inc., which is a business corporation of the State of New Jersey ("Merger Sub"), and Healthcare Corporation of America, which is a business corporation of the State of New Jersey ("HCA").

 

2.                  The Agreement and Plan of Merger annexed hereto and made a part hereof is the plan of merger for merging Merger Sub with and into HCA as approved by the directors and the shareholders entitled to vote of each of said merging corporations (the "Plan of Merger").

 

3.                  The number of shares of Merger Sub which were entitled to vote at the time of the approval of the Plan of Merger by its shareholders is 100, all of which are of one class of common stock.

 

All of the shareholders of Merger Sub entitled to vote approved the Plan of Merger pursuant to their written consents without a meeting of shareholders; and the number of shares represented by such consents is 100. The date of such consents and approval was January 25, 2013.

 

4.                  The number of common shares of HCA which were entitled to vote at the time of the approval of the Plan of Merger by its shareholders is 40,000,009, which constituted all of the shares of HCA which were entitled to vote at the time of the approval of the Plan of Merger by its stockholders.

 

The number of the common shares of HCA which were voted for the Plan of Merger is 22,964,434, and the number of such shares which were voted against the same is 0. The date of such vote and approval was February 27, 2013.

 

5.                  HCA will continue its existence as the surviving corporation under its present name pursuant to the provisions of the New Jersey Business Corporation Act.

 

6.                  The merger herein provided for shall become effective on April 10, 2013.

 

[The remainder of this page intentionally left blank; signature page to follow]

 

 
 

 

IN WITNESS WHEREOF, Selway and HCA have caused this Certificate of Merger to be duly executed by their respective authorized officers as of the day and year first written above.

 

 

  SELWAY MERGER SUB, INC. a New Jersey corporation
     
  By: /s/ Yaron Eitan
    Name: Yaron Eitan
    Title: Chief Executive Officer
     
     
  HEALTHCARE CORPORATION OF AMERICA
a New Jersey corporation
     
  By: /s/ Gary J. Sekulski
    Name: Gary J. Sekulski
    Title: Chief Executive Officer
     

[Signature page to Certificate of Merger]