EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PRINTWARE, INC.
The undersigned, of full age, for the purpose of forming a corporation
under and pursuant to the provisions of Chapter 302A, Minnesota Statutes and all
amendments thereto, hereby adopts the following Articles of Incorporation:
ARTICLE I
The name of the corporation shall be Printware, Inc.
ARTICLE II
The location and post office address of the corporation's registered office
in the State of Minnesota shall be 1833 Lamplight Drive, Woodbury, Minnesota
55125.
ARTICLE III
The total authorized number of shares of the corporation shall be Twenty-
Five Million (25,000,000).
ARTICLE IV
The names and post office addresses of the first directors of the
corporation are as follows:
Name Address
---- -------
Allen E. Taylor 1833 Lamplight Drive
Woodbury, Minnesota
Donald V. Mager 186 East 95th Street Circle
Bloomington, Minnesota
Brian D. Shiffman 3656 Robin Lane
Minnetonka, Minnesota
The term of office of each of the first directors shall be until his or
her successor is elected and has qualified, or until his or her earlier
death, resignation, removal or disqualification. The number of directors of
the corporation shall not be greater than eleven (11), and each director
shall hold office until his or her successor is elected and has qualified, or
until his or her earlier death, resignation, removal or disqualification.
ARTICLE V
The name and post office address of the incorporator is as follows:
Name Address
---- -------
Donna M. Watz Mackall, Crounse & Moore
1600 TCF Tower
Minneapolis, Minnesota 55402
ARTICLE VI
The shareholders of the corporation shall not have the preemptive right to
subscribe for and to purchase any or all of the shares or other securities or
rights to purchase shares or other securities of the corporation, now or
hereafter authorized. The shareholders of the corporation shall not have the
right of cumulative voting.
ARTICLE VII
An action required or permitted to be taken at a meeting of the directors
may be taken by written action signed by all of the directors, and in the case
of an action which need not be approved by the shareholders, such action may be
taken by written action signed by the number of directors that would be required
to take such action at a meeting of the directors at which all directors were
present. The directors shall have the authority to establish more than one
class or series of shares.
2
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of May,
1985.
/s/ Donna M. Watz
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Donna M. Watz, Incorporator
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 14th day of May,
1985, by Donna M. Watz.
/s/ Jean M. Hanska
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Notary Public
(NOTARIAL SEAL)
3
State of Minnesota -See instructions on reverse
Office of the Secretary of State side for completing this form.
CERTIFICATE OF CHANGE OF REGISTERED OFFICE
by
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Name of Corporation
Printware, Inc.
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Pursuant to Minnesota Statutes Section 301.33, 302A.123, or 317.19, the
undersigned hereby certifies that the Board of Directors of the above named
Minnesota corporation has resolved to change the corporation's registered
office:
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F Address
R (No. & Street) 1833 Lamplight Drive
O -----------------------------------------------------------------------------
M City County Zip
Woodbury Ramsey MN 55125
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Address
T (No. & Street) 1385 Mendota Heights Road
O -----------------------------------------------------------------------------
City County Zip
St. Paul Dakota MN 55120
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The effective date of this change will be the ________________________ day
of ____________________, 19______ or the day of filing of this certificate
with the Secretary of State, whichever is later.
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Name of Officer or Other Authorized Agent of Corporation Signature
Donald V. Mager /s/ Donald V. Mager
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Title or Office Date
President 3/10/87
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REQUIRED FOR 302A CORPORATIONS ONLY
STATE OF MINNESOTA
County of Dakota ss.
The foregoing instrument was acknowledged before me this 10th day of
March, 1987. /s/ Patricia A. Reynolds
--------------------------------- (Notarial Stamp)
Notary Public
Do not write below this line. For Secretary of State's use only.
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Receipt Number File Data
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SC-001404
STATE OF MINNESOTA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Corporate Name:
Printware, Inc.
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2. Registered Office Address (No. & Street): List a complete street address
or rural route and rural route box number. A post office box is not
acceptable.
1270 Eagan Industrial Road St. Paul MN 55121
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Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign corporations
but optional for Minnesota corporations):
None
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If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE CORPORATE NAME.
In compliance with MINNESOTA STATUTES, SECTION 302A.123, 303.10, 308A.025,
317A.123 OR 322B.135 I certify that the above listed company has resolved to
change the company's registered office and/or agent as listed above.
I certify that I am authorized to execute this certificate and I further
certify that I understand that by signing this certificate I am subject to
the penalties of perjury as set forth in MINNESOTA STATUTES SECTION 609.48 as
if I had signed this certificate under oath.
/s/ Thomas W. Petschauer - Vice President
- ----------------------------------------------
Signature of Authorized Person
Name and Telephone Number of a Contact Person: CORY LOMEN (612) 456-1407
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PLEASE PRINT LEGIBLY
OFFICE USE ONLY
Filing Fee: Minnesota Corporations,
Cooperatives and Limited
Liability Companies: $35.00.
Non-Minnesota Corporations: $50.00.
Make checks payable to
Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(612)296-2803
03930275 Rev. 5/93
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PRINTWARE, INC.
I, the undersigned, Daniel A. Baker, Ph.D., the President of Printware,
Inc. (the "Company"), a corporation subject to the provisions of Chapter 302A of
the Minnesota Statutes, known as the Minnesota Business Corporation Act, do
hereby certify that the resolutions hereinafter set forth were duly adopted by
the affirmative vote of a majority of the shareholders present and entitled to
vote at a Special Meeting of the Shareholders held on April 25, 1996:
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby declares
a one-for-four reverse stock split on the authorized and outstanding shares
of Common Stock of the Company held by all shareholders of record as of the
close of business on April 25, 1996 (the "Record Date"), with each holder
of record of Common Stock of the Company as of the Record Date to be deemed
the holder of one share of Common Stock for each four shares of Common
Stock owned by such holder as of such date.
FURTHER RESOLVED, that fractional shares of the Common Stock shall not be
issued, and the Chief Financial Officer of the Company hereby is authorized
and directed to pay to shareholders who would otherwise receive fractional
shares of Common Stock pursuant to the foregoing reverse stock split an
amount of cash equal to the fair market value of such fractional shares on
the Record Date, which fair market value is hereby determined for this
purpose to be $3.00 per share (on a post-reverse split basis).
FURTHER RESOLVED, that in conjunction with and after giving effect to the
reverse stock split approved hereby, Article III of the Company's Articles
of Incorporation is hereby amended in its entirety to read as follows:
"ARTICLE III
The authorized capital stock of this Corporation shall consist of
Fifteen Million (15,000,000) shares of Common Stock, no par value, and One
Million (1,000,000) shares of Preferred Stock. The Preferred Stock may be
issued from time to time as shares of one or more series. Subject to the
provisions hereof and the limitations prescribed by law, the Board of
Directors is authorized, by adopting resolutions providing for the issuance
of Preferred Stock of any particular series, to establish the number of
shares of Preferred Stock to be included in each such series, and to fix
the par value, designation, relative powers, preferences, rights,
qualifications, limitations and restrictions thereof, including without
limitations the right to create voting, dividend and liquidation
preferences greater than those of Common Stock."
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of April,
1996.
/s/ Daniel A. Baker, Ph.D., President
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Daniel A. Baker, Ph.D., President