RESTATED ARTICLES OF INCORPORATION

OF

PATTERSON COMPANIES, INC.

 

The undersigned, Matthew L. Levitt, Secretary of Patterson Companies, Inc., a Minnesota corporation subject to the provisions of the Minnesota Business Corporation Act (the “Act”), does hereby certify that the board of directors of the corporation, pursuant to Section 302A.135 Subd. 5 of the Act did, by written action effective September 2, 2004, unanimously adopt a resolution restating the Restated Articles of Incorporation of the corporation and all amendments thereto. The undersigned further certifies that the aforesaid resolution adopted pursuant to the Act and set forth in the text below correctly sets forth without change the corresponding provisions of the existing Restated Articles of Incorporation, as amended, to wit:

 

RESOLVED that the Restated Articles of Incorporation of this corporation be amended and restated as follows:

 

ARTICLE 1

 

Name: The name of the corporation shall be Patterson Companies, Inc.

 

ARTICLE 2

 

Purpose: The corporation is formed for general business purposes and may engage in any lawful act or activity for which corporations may be formed under the laws of the state of Minnesota.

 

ARTICLE 3

 

Registered Office: The address of the registered office of the corporation in the state of Minnesota is 1031 Mendota Heights Road, Mendota Heights, Minnesota 55120.

 

ARTICLE 4

 

Authorized Shares: The total authorized shares of all classes which the corporation shall have authority to issue is 630,000,000, consisting of: 30,000,000 shares of preferred stock of the par value of one cent ($.01) per share (hereinafter the “preferred stock”); and 600,000,000 shares of common stock of the par value of one cent ($.01) per share (hereinafter the “common stock”).

 

4.1 Shares of preferred stock of the corporation may be issued from time to time in one or more series, each of which series shall have such designation or title and such number of shares as shall be fixed by the board of directors prior to the issuance of any shares thereof. Each such series of preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative participating, optional or other special rights and such qualifications, limitations or restrictions, as shall be stated and expressed in the resolution or resolutions of the board of directors providing for the issue of such series of preferred stock pursuant to the authority hereby expressly vested in such board to the full extent permitted by the Act. The board of directors is further authorized to increase or decrease (but not below the number of shares then outstanding) the number of shares of any series of preferred stock subsequent to the issuance of shares of that series.

 

4.2 Except as provided in the resolution or resolutions of the board of directors creating any series of preferred stock, the holders of shares of common stock shall have the exclusive right to vote, on a noncumulative basis, for the election and removal of directors and for all other purposes. Each holder of shares of common stock shall be entitled to one vote for each share held.

 

4.3 The board of directors shall have the authority of issue shares of a class or series, shares of which may then be outstanding, to holders of shares of another class or series to effectuate share dividends, splits, or conversion of its outstanding shares.

 

4.4 The board of directors is authorized to accept and reject subscriptions for and to dispose of authorized shares of the corporation, including the granting of stock options, warrants and other rights to purchase shares, without action by the shareholders and upon such terms and conditions as may be deemed advisable by the board of directors in the exercise of its discretion, except as otherwise limited by the Act, as amended.

 

4.5 The board of directors is authorized to issue, sell or otherwise dispose of bonds, debentures, certificates of indebtedness and other securities, including those convertible into shares of stock, without action by the shareholders and for such consideration and upon such terms and conditions as may be deemed advisable by the board of directors in the exercise of its discretion, except as otherwise limited by the Act, as amended.

 

ARTICLE 5

 

Certain Shareholder Rights: No shareholder shall be entitled to any preemptive right to purchase, subscribe for or otherwise acquire any new or additional securities of the corporation, or any options or warrants to purchase, subscribe for or otherwise acquire any such new additional securities before the corporation may offer them to other persons. No shareholder shall be entitled to any cumulative voting rights.

 

ARTICLE 6

 

Written Action by Board: Any action required or permitted to be taken by the board of directors of this corporation may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors are present, except as to those matters requiring shareholder approval, in which case the written action shall be signed by all members of the board of directors then in office.

 

ARTICLE 7

 

Nonliability of Directors for Certain Actions: A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Sections 302A.559 or 80A.23 of the Minnesota Statutes, as amended, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to the date that this Article becomes effective. No amendment to or repeal of this Article shall apply to or have any affect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

 

ARTICLE 8

 

Indemnification of Directors and Officers: The corporation shall indemnify and may, in the discretion of the board of directors, insure directors, officers and employees of the corporation in the manner and to the full extent permitted by law.

 

IN WITNESS WHEREOF, the undersigned, acting for and on behalf of the corporation has subscribed his name this 2nd day of September, 2004.

 

/s/    MATTHEW L. LEVITT        

Matthew L. Levitt

Secretary

 

 

 

 

 

ARTICLES OF MERGER AND PLAN OF MERGER

OF

PATTERSON DENTAL COMPANY

AND

PATTERSON COMPANIES, INC.

 

Pursuant to Section 302A.621 of the Minnesota Business Corporation Act, the undersigned officer of Patterson Dental Company., a Minnesota corporation (the “Surviving Corporation”), which is the owner of 100% of the outstanding capital stock of Patterson Companies, Inc., a Minnesota corporation (the “Subsidiary Corporation”), hereby executes and files these Articles of Merger:

 

FIRST: The Plan of Merger, in the form of resolutions duly adopted by unanimous action of the Board of Directors of the Surviving Corporation on June 23, 2004, is attached hereto as Exhibit A.

 

SECOND: The number of outstanding shares of each class and series of the Subsidiary Corporation and the number of shares of each class and series owned by the Surviving Corporation are as follows:

 

Designation of

Class and Series


 

Number of

Outstanding Shares


 

Number of Shares Owned

by Surviving Corporation


Common Stock, par value $.01

 

100

 

100

 

THIRD: Since there are no shareholders of the Subsidiary Corporation other than the Surviving Corporation, Minnesota Statutes § 302A.621 does not require the mailing of a copy of the Plan of Merger to any shareholders of the Subsidiary Corporation.

 

FOURTH: The Plan of Merger has been duly approved by the Surviving Corporation pursuant to Minnesota Statutes § 302A.621.

 

FIFTH: Upon the effective time of the merger, pursuant to Section 302A.621, Subd. 1, Article I of the Articles of Incorporation of the Surviving Corporation shall be amended as follows:

 

ARTICLE I.

NAME

 

The name of this Corporation is Patterson Companies, Inc.

 

SIXTH: The merger shall be effective upon filing of these Articles of Merger and Plan of Merger with the Secretary of State of the State of Minnesota.

 

 

Dated: June 23, 2004

 

PATTERSON DENTAL COMPANY

By

 

/s/    PETER L. FRECHETTE        

 

 

Peter L. Frechette

 

 

Chairman and Chief Executive Officer

 

 

PATTERSON DENTAL COMPANY

RESOLUTIONS OF

BOARD OF DIRECTORS

 

WHEREAS, the Corporation owns 100% of the issued and outstanding capital stock of Patterson Companies, Inc., a Minnesota corporation (“Subsidiary”), consisting of 100 shares of common stock, par value $.01; and

 

WHEREAS, the Corporation desires to effect the merger of Subsidiary with and into the Corporation pursuant to Section 302A.621 of the Minnesota Business Corporation Act.

 

NOW, THEREFORE, BE IT RESOLVED, that Subsidiary be merged with and into the Corporation pursuant to Section 302A.621 of the Minnesota Business Corporation Act, in accordance with the further resolutions set forth below (which resolutions shall constitute the Plan of Merger).

 

RESOLVED FURTHER, that at the effective time of the merger, all of the outstanding shares of common stock of Subsidiary owned by the Corporation shall be canceled, and no securities of the Corporation or any other corporation, or any money or other property, shall be issued in exchange therefor.

 

RESOLVED FURTHER, that upon the filing of the Articles of Merger, pursuant to Section 302A.621, Subd. 1, of the Minnesota Business Corporation Act, by virtue of the filing of the Articles of Merger and without any further action by the Company, its Board of Directors, or its shareholders, Article I of the Company’s Articles of Incorporation shall be amended in its entirety to read as follows:

 

ARTICLE I.

NAME

 

The name of this Corporation is Patterson Companies, Inc.

 

RESOLVED FURTHER, that the merger shall be effective upon the date of filing of the Articles of Merger with the Secretary of State of the State of Minnesota in the manner required by law.

 

RESOLVED FURTHER, that Peter L. Frechette or any officer of the Corporation be and hereby is authorized and directed to make, sign and acknowledge, for and on behalf of the Corporation, Articles of Merger setting forth the foregoing Plan of Merger and such other information as required by law, and to cause such articles to be filed for record with the Secretary of State of the State of Minnesota in the manner required by law.

 

RESOLVED FURTHER, that the officers of the Corporation, and each of them, be and they hereby are authorized, for and on behalf of the Corporation, to take such other action as such officers, or any of them, shall deem necessary or appropriate to carry out the purposes of the foregoing resolutions.

 

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