Exhibit 3.8
Certificate of Incorporation
of
Scientific Games SA, Inc.
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| MAR 6 1986 |
Certificate of Incorporation
of
British American Banknote, Inc.
First: The name of the corporation is British American Banknote, Inc.
Second: The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the corporation at such address is The Corporation Trust Company.
Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
Fourth: The total number of shares of stock which the corporation is authorized to issue is 1,000 shares of common stock, par value $1.00 per share.
Fifth: The business and affairs of the corporation shall be managed by the board of directors, and the directors
need not be elected by ballot unless required by the by-laws of the corporation.
Sixth: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to adopt, amend or repeal the by-laws.
Seventh: The corporation reserves the right to amend and repeal any provision contained in this certificate of incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.
Eighth: The incorporator is Thomas H. Glocer, whose mailing address is 1 Chase Manhattan Plaza, New York, New York 10005.
I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this certificate of incorporation, do certify that the facts herein stated are true, and, accordingly, have hereunto set my hand and seal this 28th day or February, 1986.
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| MAR 20 1986 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
BRITISH AMERICAN BANKNOTE, INC.
I, the undersigned, being the sole incorporator of British American Banknote, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
DO HEREBY CERTIFY:
FIRST: That the First Article of the Certificate of Incorporation be and it hereby is amended to read as follows:
The name of the corporation is British American Bank Note Corporation.
SECOND: That the corporation has not received any payment for any of its stock.
THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have signed this certificate this 10th day of March, 1986.
| /s/ Thomas H. Glocer |
| Sole Incorporator |
| Thomas H. Glocer |
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| FILED |
| CERTIFICATE OF AMENDMENT |
| APR 30 1987 |
| of the |
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| CERTIFICATE OF INCORPORATION |
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of
BRITISH AMERICAN BANK NOTE CORPORATION.
Duly Adopted in Accordance with Section 242
of the Delaware General Corporation Law
Incorporated on March 6, 1986
BRITISH AMERICAN BANK NOTE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That by the unanimous written consent of the Board of Directors of BRITISH AMERICAN BANK NOTE CORPORATION, a resolution was duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the sole holder of all of the outstanding shares of the capital stock of said Corporation for its consideration thereof and its approval and authorization. The resolution of the Board of Directors setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be amended by amending Article “Fifth” thereof so that said Article shall be and read in its entirety as follows:
“Fifth: All of the powers and duties of the board of directors in the conduct and management of the business and affairs of the corporation shall reside in the stockholders. Directors need not be elected by ballot unless required by the by-laws of the corporation.”
SECOND: That thereafter, pursuant to resolution of its Board of Directors, said amendment was submitted to the sole holder of all of the outstanding shares of the capital stock of said Corporation for its consideration thereof and its approval and authorization, and that said amendment was authorized by the written consent of the sole holder of all of the outstanding shares of the capital stock of the Corporation, as permitted by Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.
FIFTH: That this Certificate shall become effective on its filing date.
IN WITNESS WHEREOF, said BRITISH AMERICAN BANK NOTE CORPORATION has caused this Certificate to be signed by E. Marshall Pollock, its President, and Clare V. Vaughan, its Secretary/Treasurer, this 1st day of April, 1987.
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| BRITISH AMERICAN BANK NOTE CORPORATION | ||
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| BY: | /s/ E. Marshall Pollock |
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| E. Marshall Pollock, President |
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| ATTEST: | /s/ Clare V. Vaughan | |
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| Clare V. Vaughan, | |
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| Secretary/Treasurer |
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| FILED |
| CERTIFICATE OF AMENDMENT |
| SEP 23 1988 |
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| of the |
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CERTIFICATE OF INCORPORATION
of
BRITISH AMERICAN BANK NOTE CORPORATION
Duly Adopted in Accordance with Section 242
of the Delaware General Corporation Law
Incorporated on March 6, 1986
BRITISH AMERICAN BANK NOTE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the sole stockholder of the corporation, exercising the powers and duties of the board of directors in the conduct and management of the business and affairs of the corporation, pursuant to Article FIFTH of the Certificate of Incorporation, as amended, duly adopted the following resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that it being advisable so to do, the Certificate of Incorporation of this Corporation be amended by changing Article First thereof so that said Article shall be and read in its entirety as follows:
“FIRST: The name of the corporation is BABN TECHNOLOGIES Corporation.”
SECOND: That the sole holder of all of the outstanding shares of the capital stock of said corporation has given its written consent to said amendments in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.
FIFTH: That this Certificate shall become effective on its filing date.
IN WITNESS WHEREOF, said BRITISH AMERICAN BANK NOTE CORPORATION has caused this Certificate to be signed by John M. Baker, its Vice President and Clare V. Vaughan, its Secretary - Treasurer this 31st day of August, 1988.
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| BRITISH AMERICAN BANK NOTE CORPORATION | |||
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| By: | /s/ John M. Baker | |
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| John M. Baker, Vice President | |
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| ATTEST: | /s/ Clare V. Vaughan | ||
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| Clare V. Vaughan, | ||
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| Secretary - Treasurer | ||
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| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 12:30 PM 08/23/1995 |
| 950191414 - 2085197 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BABN TECHNOLOGIES CORPORATION
Pursuant to Section 242 of the Delaware
General Corporation Law
BABN Technologies Corporation (the “Corporation”), a corporation duly organized and existing under and by virtue of the General Corporation Law of Delaware, hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, at a meeting duly called and held, adopted resolutions proposing and declaring advisable an amendment to the Certificate of Incorporation of the Corporation and calling for a meeting of the sole stockholder of the Corporation for the consideration of the proposed amendment. The resolution setting forth the proposed amendment is as follows:
“RESOLVED, that in accordance with Section 242 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation of the Corporation be amended by amending Article Fifth thereof, so that said Article shall read in its entirety as follows:
Fifth. The business and affairs of the corporation shall be managed by the board of directors, and the directors need not be elected by ballot unless required by the by-laws of the corporation.”
SECOND: That thereafter, pursuant to a resolution of its Board of Directors, a special meeting of the sole stockholder of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of the Corporation will not be reduced under, or by reason of any amendment in, this Certificate of Amendment.
IN WITNESS WHEREOF, BABN Technologies Corporation has caused its corporate seal to be hereunto affixed and this Certificate to be signed by its President this 12 day of May, 1995.
| BABN Technologies Corporation | |
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| President |
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| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 12:00 PM 03/22/1999 |
| 991109784 - 2085197 |
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
BABN TECHNOLOGIES Corporation
Duly Adopted in Accordance with Section 242
of the Delaware General Corporation Law
Incorporated on March 6, 1986
BABN TECHNOLOGIES Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the STATE of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the sole holder of all of the outstanding capital stock of the corporation, acting in such capacity and exercising all of the powers of the Board of Directors in the conduct and management of the business and affairs of the corporation, pursuant to Article FIFTH of the Certificate of Incorporation, as amended, duly adopted the following resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation:
RESOLVED, that it being advisable so to do, the Certificate of Incorporation, of the Corporation, as heretofore amended, be further amended by changing Article First thereof so that said Article shall be and read in its entirety as follows:
“FIRST: The name of the corporation is Oberthur Gaming Technologies Corp.”; and be it
RESOLVED FURTHER, that said amendment shall be effective on April 2, 1999; and be it
RESOLVED FURTHER, that the Secretary of the Corporation be and be hereby is authorized and directed to execute, deliver and file with the Secretary of State of Delaware, in the name and on behalf of the Corporation, such instruments and documents as shall be necessary, advisable and proper in order to carry out the intent of the foregoing resolution.
SECOND: That the sole holder of all of the outstanding shares of the capital stock of the corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of the corporation shall not be reduced under or by reason of said amendment.
FIFTH: That this certificate shall become effective on April 2, 1999.
IN WITNESS WHEREOF, BABN TECHNOLOGIES Corporation has caused this Certificate to be signed by its Secretary this 19th day of March, 1999.
| BABN TECHNOLOGIES Corporation | |
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| By: | /s/ James F. Trucks |
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| James F. Trucks, Secretary |
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 06:03 PM 05/30/2007 |
| FILED 06:00 PM 05/30/2007 |
| SRV 070646499 - 2085197 FILE |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
OBERTHUR GAMING TECHNOLOGIES CORP.
Oberthur Gaming Technologies Corp., a Delaware corporation (the “Corporation”), does hereby certify:
FIRST: That Article First of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
First: The name of the corporation is Scientific Games SA, Inc.
SECOND: That the foregoing amendment to the Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 and Section 228 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 24th day of May, 2007.
| OBERTHUR GAMING TECHNOLOGIES CORP. | |
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| By: | /s/ Ira Raphaelson |
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| Ira Raphaelson |
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| Director and Secretary |