Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
WEEKLY READER CORPORATION
The undersigned, in order to form a corporation for the
purpose hereinafter stated, under and pursuant to the provisions of the Delaware
General Corporation Law, hereby certifies that:
FIRST: The name of the Corporation is Weekly Reader
Corporation.
SECOND: The registered office and registered agent of the
corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801.
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 Delaware.
FOURTH: The total number of shares of stock that the
Corporation is authorized to issue is 1,000 shares of Common Stock par value
$.01 each.
FIFTH: The name and address of the incorporator is Beverly C.
Chell, 717 Fifth Avenue, New York City, New York 10022.
SIXTH: The Board of Directors of the Corporation acting by
majority vote, may alter, amend or repeal the By-Laws of the Corporation.
SEVENTH: Except as otherwise provided by the Delaware General
Corporation Law as the same exists or may hereafter be amended, no director of
the Corporation shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this Article SEVENTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
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the Corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Incorporation on November 28, 1990.
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Beverly C. Chell
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
WEEKLY READER CORPORATION
* * * * * *
Pursuant to Section 253 of the General Corporation
Law of the State of Delaware
WEEKLY READER CORPORATION, a corporation organized and
existing under and by virtue of the Delaware General Corporation Law
(hereinafter called the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by
unanimous written consent of its members, filed with the minutes of the Board
duly adopted resolutions, authorizing the merger of Weekly Reader Book Corp.
("Book") and Weekly Reader Real Estate Corporation ("WRRE"), each a Delaware
corporation, into the Corporation, declaring said mergers to be advisable. The
resolution authorizing the mergers is as follows:
"WHEREAS, the Corporation now owns all the stock of each of
Weekly Reader Book Corp. ("Book") and Weekly Reader Real Estate
Corporation ("WRRE"), each a stock corporation organized under the laws
of the State of Delaware and engaged in business similar and incidental
to that of the Corporation; and
WHEREAS, it is deemed advisable that this Corporation merge
with Book and WRRE in order that all the estate, property, rights,
privileges, and franchises of Book and WRRE shall vest in and be
possessed by this Corporation;
NOW, THEREFORE, BE IT:
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RESOLVED, that Book and WRRE be merged into the Corporation,
and that the Corporation assume all of their obligations."
SECOND: That the above resolution was duly adopted by the
Board of Directors of the Corporation on May 13, 1992.
THIRD: That the Corporation, as of the date hereof, is the
holder of all of the outstanding shares of each class of the stock of each of
Book and WRRE.
IN WITNESS WHEREOF, said WEEKLY READER CORPORATION has caused
this certificate to be signed by Curtis A. Thompson, a Vice President, and
attested by D. Roger Glenn, an Assistant Secretary, this 13th day of May, 1992.
WEEKLY READER CORPORATION
By:
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Curtis A. Thompson
Vice President
ATTEST:
By:
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D. Roger Glenn
Assistant Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WEEKLY READER CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is the Weekly Reader Corporation.
2. The Certificate of Incorporation of the Corporation is hereby
amended by deleting the present Article FOURTH and submitting in lieu thereof a
new Article FOURTH which shall read in full as follows:
FOURTH: The total number of shares of stock that the
Corporation is authorized to issue is 20,000,000 shares of Common
Stock, par value $.01 each.
3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Sections 141, 228 and
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned does hereby execute and subscribe
this Certificate of Amendment this 5th day of October, 1999.
WEEKLY READER CORPORATION
By:
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Name: Beverly C. Chell
Title: Vice Chairman
ATTEST:
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Name: Ann M. Riposanu
Title: Assistant Secretary