AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DIPLOMAT DIRECT MARKETING CORPORATION
Under Section 245
of the
Delaware General Corporation Law
We, the President and the Secretary of Diplomat Direct Marketing
Corporation, a corporation existing under the laws of the state of Delaware, do
hereby certify as follows:
First: That the name of the corporation is Diplomat Direct Marketing
Corporation.
Second: That the Certificate of Incorporation of the corporation was
filed with the Delaware Secretary of State on June 23, 1993, and amended on July
23, 1993, and amended on October 29, 1993, and amended on November 12, 1993, and
amended on September 13, 1995, and amended on June 9, 1998.
Third: That at a meeting of the Board of Directors of the corporation
resolutions were adopted setting forth proposed amendments of the Certificate of
Incorporation of said corporation, declaring said amendments and restatement of
the Certificate of Incorporation to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendments is as follows:
RESOLVED, that the Certificate of Incorporation of the
corporation be amended by changing Articles 1 and 5 so that, as
amended, said Articles shall be and read as follows:
1. Name. The name of the Corporation is StyleSite
Marketing, Inc. the "Corporation").
* * *
5. Management of Business. The following provisions are
inserted for the management of the business and for the conduct of
the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of
its directors and stockholders.
5.1 By-Laws. The original By-Laws of the Corporation
shall be adopted by the sole incorporator. In furtherance and
not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.
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5.2 Number and Election of Directors. The number of its
directors shall be not less than three nor more than nine.
Directors need not be stockholders.
Fourth: That thereafter, pursuant to resolutions of the Board of
Directors, a meeting of the stockholders of the corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
at which meeting the necessary number of shares as required by statute were
voted in favor of the amendments.
Fifth: That said amendments and the restatement of the certificate of
incorporation were duly adopted in accordance with Section 242 of the General
Corporation Law of the state of Delaware by an affirmative vote of the holders
of a majority of all outstanding shares entitled to vote at a meeting of
stockholders.
Sixth: That the text of the certificate of incorporation of the
corporation, as amended, is hereby restated as further amended by this
certificate, to read as follows:
1. Name. The name of the corporation is StyleSite Marketing,
Inc. (the "Corporation").
2. Registered Office and Registered Agent. The registered office
of the Corporation in the State of Delaware is located at 1209 Orange
Street, in the City of Wilmington, County of New Castle. The name and
address of the Corporation's registered agent is The Corporation Trust
Company.
3. Corporate Purposes. 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
(the "Corporation Law").
4. Authorized Capital. The aggregate number of shares of which
the Corporation shall have the authority to issue is 51,000,000, of
which 50,000,000 shares shall be common stock, par value of $0.0001 per
share (the "Common Stock") and 1,000,000 shares shall be preferred
stock, par value of $0.01 per share (the "Preferred Stock"). All shares
shall, when issued, be issued as fully paid and nonassessable shares
and the holders thereof shall not be liable for any further payment in
respect thereof.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof of the Preferred
Stock are as follows:
The Board of Directors is authorized, subject to the
limitations prescribed by law and the provisions of this
Article 4, to provide for the issuance of the Preferred Stock
in series and by filing a Certificate pursuant to the Delaware
General Corporation Law to establish the number of shares to
be included in each such series. The Preferred Stock
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may be issued either as a class without series, or, as do
determined by the Board of Directors, either in whole or in
part in one or more series, each series to be appropriately
designated by a distinguishing number, letter or title prior
to the issue of the shares thereof. Whenever the term
"Preferred Stock" is used in this Article 4, it shall be
deemed to mean and include Preferred Stock issued as a class
without series, or one or more series thereof, or both, unless
the context shall otherwise require. There is hereby expressly
granted to the Board of Directors of the Corporation
authority, subject to the limitations provided by law, to fix
the voting power, the designations, and the relative
preferences, powers, qualifications, limitations or
restrictions thereof, of the shares of each series of
Preferred Stock and the variations in the relative powers,
rights, preferences and limitations as between series, and to
increase the number of shares constituting each series, and to
decrease such number of shares (but not to less than the
number of outstanding shares of the series), in the resolution
or resolutions adopted by the Board of Directors providing for
the issue of said Preferred Stock.
The authority of the Board of Directors of the
Corporation with resect to each series shall include, but
shall not be limited to, the authority to determine the
following:
1. The designation of the series;
2. The number of shares initially constituting such series;
3. The increase, and the decrease to a number not less than
the number of the outstanding shares of such series, of the
number of shares constituting such series theretofore
fixed;
4. The rate or rates and the times and conditions under which
dividends on the shares of such series shall be paid, and,
(i) if such dividends are payable in preference to, or in
relation to, the dividends payable on the other class or
classes of stock, the terms and conditions of such payment,
and (ii) if such dividends shall be cumulative, the date or
dates from and after which they shall accumulate;
5. Whether or not the shares of such series shall be
redeemable, and, if such series shall be redeemable, the
terms and conditions of such redemption, including, but not
limited, to the date or dates upon or after which such
shares shall be redeemable and the amounts per share which
shall be payable upon such redemption, which amount may
vary under conditions and at different redemption dates;
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6. The amount payable on the shares of such series in the
event of the dissolution of, or upon any distribution of
the assets of, the Corporation;
7. Whether or not the shares of such series may be convertible
into, or exchangeable for, shares of any other class or
series and the price or prices and the rates of exchange
and the terms of any adjustments to be made in connection
with such conversion or exchange;
8. Whether or not the shares of such series shall have voting
rights in addition to the voting rights provided by law,
and, if such shares shall have such voting rights, the
terms and conditions thereof, including, but not limited
to, the right of the holders of such shares to vote as a
separate class either alone or with the holders of shares
of one or more other series of Preferred Stock and the
right to have more or less than one vote per shares;
9. Whether or nor a purchase fund shall be provided for the
redemption of the shares of such series and if a sinking
fund shall be provided, the terms and conditions thereof;
and
10. Any other powers, preferences and the relative
participating, optional, or other special rights, and
qualifications, limitations or restrictions thereof, as
shall not be inconsistent with the provisions of this
Article 4 or the limitations provided by law.
5. Management of Business. The following provisions are inserted for
the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders.
5.1 By-Laws. The original By-Laws of the Corporation shall be
adopted by the sole incorporator. In furtherance and not in
limitation of the powers conferred by statute, the Board of Directors
is expressly authorized to adopt, amend or repeal the By-Laws of the
Corporation.
5.2 Number and Election of Directors. The number of its
directors shall be not less than three nor more than nine. Directors
need not be stockholders.
6. Indemnification by the Corporation; Liability of Directors.
The directors of the Corporation shall be entitled to the benefits of
all limitations on
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the liability of directors generally that are now or hereafter become
available under the Corporation Law, and the Corporation shall
indemnify all persons whom it is permitted to indemnify to the full
extent permitted by Section 145 of the Corporation law, as amended
from time to time. Without limiting the generality of the foregoing,
no director shall be liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of
this Section 6 shall be prospective only, and shall not affect, to
the detriment of any director, any limitation on the personal
liability of a director of the Corporation existing at the time of
such repeal or modification.
Seventh: That the capital of the corporation shall not be reduced
under or by reason of said amendments.
Eighth: This certificate shall become effective on August 24, 1999.
[Signatures on following page]
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IN WITNESS WHEREOF, the undersigned affirms, under penalty of perjury,
that the foregoing instrument is the act and deed of the corporation and that
the facts stated therein are true.
Date: August 11, 1999 /s/ Warren H. Golden
--------------------------------------
Warren H. Golden
President and Chief Executive Officer
Date: August 11, 1999 /s/ James G. Smith
-------------------------------------
James G. Smith
Secretary
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