EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
PHOTOGRAPHIC SCIENCES CORPORATION
Under Section 807 of the
Business Corporation Law
The undersigned, being the President and Secretary, respectively, of
Photographic Sciences Corporation, pursuant to Section 807 of the Business
Corporation Law of the State of New York, do hereby certify and set forth:
1. The name of the Corporation is Photographic Sciences Corporation.
2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on December 8, 1969. Amendments to the Certificate of
Incorporation were filed with the Department of State on December 2, 1970,
September 19, 1972, September 7, 1977, October 29, 1980, March 12, 1985, and
August 3, 1988, respectively.
3. The Certificate of Incorporation of the Corporation, as amended
heretofore, is hereby further amended to effect the following amendments
authorized by the Business Corporation Law: (a) to provide that the size of the
Board of Directors (the "Board") shall not be less than nine nor more than
twenty directors, with the exact number of directors to be determined from time
to time by the By-laws and to classify the Board into three classes, as nearly
equal in number as possible, each of which after an interim period, will serve
for three years, with one class being elected each year, (b) to provide that
directors may be removed only for cause and only with the approval of 66-2/3% of
the voting power of the Company entitled to vote generally in the election of
directors, (c) to provide that any vacancy on the Board shall be filled by the
remaining directors then in office, (d) to provide that special meetings of
shareholders may be called only by the Board, and (e) to provide that the
shareholder vote required to amend or repeal the foregoing amendments and
related amendments to the Company's By-laws, or to adopt any provision
inconsistent herewith, shall be 66-2/3% of the voting power of the Company. The
Certificate of Incorporation is hereby further changed to effect a change in the
post office address to which the Secretary of State shall mail a copy of any
process against the Corporation served upon him.
4. The text of the Restated Certificate of Incorporation of the Corporation
is hereby restated as amended to read as herein set forth in full:
"1.The name of the Corporation is Photographic Sciences Corporation.
2. The purposes for which it is to be formed are as follows:
To engage in the business of manufacturing, designing, creating,
developing, formulating, inventing, patenting, owning, acquiring, producing,
processing, constructing, storing, applying, assembling, adapting, conducting,
operating, using, preparing for market, exhibiting, distributing, installing,
disposing, leasing, exploiting, licensing, exchanging, repairing, importing,
exporting, and generally dealing in and with photographic films and plates, of
every type and description including, without limitation, those involving the
production of microimages with the use of precision cameras, and related
equipment, devices, appliances and chemicals and all other accessories and
supplies necessary for the production of photographic film and plates by means
of cameras and related equipment and dealing in and with audio-visual equipment
and apparatus of every kind and description;
To engage in applied photographic research and development; and
To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares, and merchandise and personal property of every class and
description; and
To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, maintain, develop, employ, use
and otherwise deal in and with real property, or any interest therein, or any
right, license or privilege appurtenant thereto, wherever situated and to sell,
convey, lease, exchange, transfer or otherwise dispose of, or mortgage or
pledge, all or any of the Corporation's property and assets, or any interest
therein, or any right, license or privilege appurtenant thereto, wherever
situated.
The foregoing clauses shall be construed both as objects and powers, in
furtherance, and not in limitation, of the general powers conferred by the laws
of the State of New York, and it is hereby expressly provided that the
enumeration herein of specific objects and powers shall not be held to limit
or restrict in any way the general powers of the Corporation.
3. The office of the corporation shall be located in the Town of Webster,
County of Monroe, State of New York.
4. The aggregate number of shares which the corporation shall have the
authority to issue is Fifteen Million (15,000,000) shares of common stock with a
par value of $.01 per share, all of which are to be of one class.
5. The Secretary of State of the State of New York is hereby designated as
the agent of the corporation upon whom process of any action or proceeding
against it may be served. The address to which the Secretary of State shall mail
copy of process in any action or proceeding against the corporation which may be
served upon him is:
770 Basket Road, Webster, New York 14580.
6. No holder of any shares of any class of stock of this Corporation shall,
by reason of holding such shares, have preemptive or preferential right to
purchase, receive or subscribe to any shares of any class of this Corporation,
now or hereafter to be authorized, or any notes, debentures, bonds or other
securities convertible into or carry options or warrants to purchase shares of
any class now or hereafter to be authorized (whether or not the issuance of any
such shares, or of such notes, debentures, bonds or other securities would
adversely affect the dividends or voting rights of such a shareholder) other
than such rights, if any, as the Board of Directors, in its discretion, from
time to time may grant, and on such terms as the Board of Directors may fix.
7. No director of this Corporation shall be personally liable to this
Corporation or its shareholders for monetary damages for any breach of duty in
such capacity, provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty to this
Corporation if a judgment or other final adjudication adverse to such director
establishes that such director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that such director
personally gained in fact a financial profit or other advantage to which such
director was not legally entitled or that such director's acts violated Section
719 of the New York Business Corporation Law or (ii) for any breach of the
director's duty under circumstances where the liability of such director for any
act or omission which occurred prior to the adoption of this Article.
8. Board of Directors.
(a) Number, Election and Terms. The business and affairs of the Corporation
shall be managed and controlled by a Board of Directors consisting of not less
than nine (9) nor more than twenty (20) persons. The exact number of directors
within the minimum limitations specified in the preceding sentence shall be
fixed from time to time by the by-laws pursuant to a resolution adopted by a
majority of the entire Board of Directors. At the 1989 Annual Meeting of
Shareholders, the directors shall be divided into three classes, as nearly equal
in number as possible, with the term of office of the first class to expire at
the 1990 Annual Meeting of Shareholders, the term of office of the second class
to expire at the 1991 Annual Meeting of Shareholders, and the term of office of
the third class to expire at the 1992 Annual Meeting of Shareholders. At each
Annual Meeting of Shareholders following such initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding Annual Meeting
of Shareholders after their election.
(b) Newly Created Directorships and Vacancies. Subject to the rights of the
holders of any series of Preferred Stock the outstanding , newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by a majority vote of the directors then in office, and directors so chosen
shall hold office for a term expiring at the next Annual Meeting of Shareholders
and until his successor is elected and qualified. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
(c) Removal. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least 66-2/3% of the voting power
of all of the shares of the Corporation entitled to vote for the election of
directors.
(d) Special Meetings of Shareholders. Special meetings of shareholders of
the Corporation may be called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors.
(e) Amendment, Repeal, Etc. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 66-2/3% of the voting power of all of the shares of the
Corporation entitled to vote for the election of directors shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article 8."
5. This restatement of the Certificate of Incorporation of Photographic
Sciences Corporation was authorized by a vote of the Board of Directors of the
Corporation followed by a vote of the holders of two-thirds of all outstanding
shares entitled to vote thereon.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury this 23rd day of
June, 1989.
/s/ L. Michael Hone
L. Michael Hone, President
/s/ David A. Kostizak
David A. Kostizak, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PSC INC.
Under Section 805 of the Business Corporation Law
The undersigned, being the President and Secretary, respectively, of PSC
Inc., do hereby certify and set forth:
1. The name of the Corporation is PSC Inc.
2. The Certificate of Incorporation was originally filed
with the Department of State on the 8th day of December, 1969, under the
original name of Photographic Sciences Corporation.
3. The Certificate of Incorporation is hereby amended to effect an
increase in the aggregate number of shares which the Corporation shall have
authority to issue from Twenty-Five Million (25,000,000) shares of common stock
having a par value of $.01 per share to Fifty Million (50,000,000) shares of
which Forty Million (40,000,000) shares shall be Common Shares, having a par
value of $.01 per share and Ten Million (10,000,000) shares shall be Preferred
Shares, having a par value of $.01 per share.
4. Paragraph 4 of the Certificate of Incorporation is
hereby amended to read as follows:
"4. The aggregate number of shares of which the Corporation shall
have authority to issue is Fifty Million (50,000,000) shares of which Forty
Million (40,000,000) shares shall be Common Shares, having a par value of $.01
per share and Ten Million (10,000,000) shares shall be Preferred Shares, having
a par value of $.01 per share.
Subject to the limitations and in the manner provided by law,
Preferred Shares may be issued from time to time in series, and the Board of
Directors of the Corporation is hereby expressly empowered and authorized to
establish and designate series, to fix the number of shares constituting each
series, and to fix the designations and the relative rights, preferences and
limitations of the shares of each series."
5. The above amendment to the Certificate of Incorporation was authorized
by vote of the Board of Directors followed by vote of the holders of a majority
of all outstanding shares entitled to vote thereon at a meeting of shareholders.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate and
do affirm the foregoing as true under the penalties of perjury this 30th day of
April, 1996.
/s/ L. Michael Hone
-------------------
L. Michael Hone, President
/s/ Martin S. Weingarten
------------------------
Martin S. Weingarten, Secretary