1
EXHIBIT 3.1
CERTIFICATION OF INCORPORATION
OF
PRINTRONIX, INC.
ARTICLE 1 - NAME
The name of this Corporation is Printronix, Inc.
ARTICLE 2 - REGISTERED OFFICE AND AGENT
The name and address of the registered office of the Corporation in the
State of Delaware is the United States Corporation Company, 229 South State
Street, Dover, County of Kent, Delaware. The name of the Corporation's
registered agent at that address is the United States Corporation Company.
ARTICLE 3 - PURPOSE
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, as amended from time to time.
ARTICLE 4 - AUTHORIZED CAPITAL
The total number of shares of capital stock which this Corporation has
the authority to issue is 12,000,000. All such shares are of one class and are
Common Stock, $0.01 par value per share.
ARTICLE 5 - INCORPORATOR
The name and mailing address of the Incorporator of the Corporation are
as follows:
Susan J. Glass
c/o Printronix, Inc.
17500 Cartwright Road, C-5
Irvine, California 92714
2
EXHIBIT 3.1
ARTICLE 6 - NUMBER AND ELECTION OF DIRECTORS
(a) The Board of Directors shall consist of not less than 5 nor more
than 9 members. The exact number of authorized directors shall initially be
7 and, thereafter, shall be fixed from time to time, within the foregoing
limits, in a By-law or amendment thereto duly adopted by the Board of
Directors or the stockholders. The limits specified above may be changed, or
a definite number fixed without provision for a variable number, only by an
amendment to this Certificate of Incorporation.
(b) At all elections of directors of the Corporation, subject to the
requirements of the next sentence, each holder of Common Stock shall be
entitled to as many votes as shall equal the number of votes which (except
for this provision as to cumulative voting) such holder would be entitled to
cast for the election of directors with respect to his shares of stock
multiplied by the number of directors to be elected, and such holder may
cast all of such votes for a single director or may distribute them among
the number to be voted for or for any two or more of them as such holder may
see fit. No stockholder shall be entitled to cumulate votes unless the name
of the candidate for whom such votes would be cast has been placed in
nomination prior to the voting, and any stockholder has given notice at the
meeting prior to the voting of such stockholder's intention to cumulate his
votes.
(c) Elections of directors need not be by written ballot unless
otherwise provided in the By-laws.
ARTICLE 7 - LIMITATION OF DIRECTORS' LIABILITY
(a) The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented from time to time.
(b) Any repeal or modification of the foregoing provisions of this
Article 7 by the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
ARTICLE 8 - AMENDMENT OF BY-LAWS
The Board of Directors of the Corporation shall have concurrent power
with the stockholders to make, alter, amend, change, add to or repeal the
By-laws of the Corporation.
3
ARTICLE 9 - AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation or to adopt new
provisions, in the manner now or hereafter prescribed by the General Corporation
Law of the State of Delaware, as amended from time to time, and all rights
conferred on stockholders and directors herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the incorporator, 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 under the penalties of perjury, and accordingly, have hereto set my hand
this 29th day of September, 1986.
------------------------
Susan J. Glass
4
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
PRINTRONIX, INC.
A Delaware Corporation
Printronix, Inc., a corporation organized and existing under the laws
of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Printronix, Inc.,
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and authorizing said amendment to be presented to the stockholders for
their consideration at the annual meeting. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that it is fair to and in the best interests of the
corporation and its stockholders and it is advisable that Article 4 of
the Certificate of Incorporation of this corporation be amended to read:
"The total number of shares which this Corporation has
the authority to issue is 30,000,000. All such shares are of
one class and are Common Stock, $.01 par value per share."
SECOND: That thereafter, at the annual meeting of stockholders held on
August 12, 1997, pursuant to notice duly given in accordance with Section 222 of
the General Corporation Law of the State of Delaware, the necessary number of
shares as required by statute were voted in favor of the amendment.
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.
5
EXHIBIT 3.1
IN WITNESS WHEREOF, the undersigned declares under penalty of perjury
that the foregoing is true and correct, that he is the duly elected and acting
Senior Vice President, Finance, Chief Financial Officer and Secretary of
Printronix, Inc. and this instrument is the act and deed of the corporation.
Executed on August 12, 1997.
Printronix, Inc.
By
--------------------------------------
George L. Harwood, Senior Vice President,
Finance, Chief Financial Officer and Secretary