Exhibit 3.1
Certificate of Incorporation
of
the Company
EXHIBIT 3.1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "NATIONAL FIBERSTOK ACQUISITION CO., INC.", FILED IN THIS
OFFICE ON THE EIGHTEENTH DAY OF AUGUST, A.D. 1989, AT 9 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
2205427 8100 AUTHENTICATION: 7989563
960175374 DATE: 06-17-96
CERTIFICATE OF INCORPORATION
OF
NATIONAL FIBERSTOK ACQUISITION CO., INC.
FIRST. The name of this corporation shall be:
NATIONAL FIBERSTOK ACQUISITION CO., INC.
SECOND. Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in Wilmington, County of New Castle 19805, and its
registered agent at such address is Corporation Service Company.
THIRD. The purpose or purposes of the corporation shall be:
To engage in the business of manufacturing stationery products and office
supplies in general; and 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 which the Corporation shall
have the authority to issue is: Five Thousand (5,000) shares with a par value
of One Cent ($.01) each, amounting to Fifty Dollars ($50.00).
FIFTH. The name and address of the incorporator is as follows:
Jacqueline N. Casper
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law, (i) for 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 of a knowing violation of law, (iii) pursuant to Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which
director derived an improper personal benefit. No amendment to or repeal of
this Article Seventh shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of
incorporation this seventeenth day of August, A.D. 1989.
/s/ JACQUELINE N. CASPER
----------------------------------------
Jacqueline N. Casper
Incorporator
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "NATIONAL FIBERSTOK ACQUISITION CO., INC.", FILED IN THIS OFFICE
ON THE EIGHTEENTH DAY OF SEPTEMBER, A.D. 1989, AT 9 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
2205427 8100 AUTHENTICATION: 7989564
960175374 DATE: 06-17-96
CERTIFICATE OF AMENDMENT
Before Issuance of Shares
OF
CERTIFICATE OF INCORPORATION
OF
NATIONAL FIBERSTOK ACQUISITION CO., INC.
--------------------
Pursuant to Section 241 of Title 8
the Delaware Code of 1953, as Amended
I, the undersigned, being the Sole Incorporator of the above named
corporation, a corporation organized under and by virtue of the General
Corporation Law of the State of Delaware, DO HEREBY CERTIFY:
FIRST. That a meeting of the Sole Incorporator of said corporation, duly
held and convened, resolutions were adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation and
declaring said amendment advisable.
RESOLVED that the Certificate of Incorporation of this Corporation could
be, and it hereby is, amended by changing Article FOURTH to read as follows:
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
One Million Eight Hundred Thousand (1,800,000) shares of Common Stock with
a par value of One Cent ($.01) per share ("Common Stock") for an aggregate
par value of Eighteen Thousand Dollars ($18,000.00), and One Million
(1,000,000) shares of Preferred Stock with a par value of One Dollar ($1.00)
per share ("Preferred Stock") for an aggregate par value of One Million
Dollars ($1,000,000,000), both classes together having an aggregate par value
of One Million Eighteen Thousand Dollars ($1,018,000.00).
The designations and the powers, preferences, rights, qualifications,
limitations or restrictions of the Common Stock and Preferred Stock shall be
as follows:
(a) In the event of a dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, a consolidation, merger or
reorganization of the corporation with any other corporation or corporations
or a sale of all or substantially all of the assets of the Corporation,
amounts distributable to stockholders shall be paid in the following order of
priority:
(i) First, the holders of any then outstanding shares of any series
of Preferred Stock shall be entitled to receive the sum of One Dollar ($1.00)
for each such share, provided that if there are insufficient funds available
for such payments, the available funds shall be distributed pro-rata among
the then outstanding shares of any series of Preferred Stock.
(ii) Second, after such payment, the holders of any then
outstanding shares of any series of Common Stock shall be entitled to receive
the sum of One Dollar ($1.00) for each such share, provided that if there are
insufficient funds available for such payments, the available funds shall be
distributed pro-rata among the then outstanding shares of any series of
Common Stock.
(iii) Third, the remaining amounts distributable to stockholders
shall then be distributed pro-rata among the then outstanding shares of any
series of Preferred Stock and Common Stock of the Corporation, share and
share alike.
(b) Each share of Preferred Stock may be converted at any time, at the
option of the holder thereof, into one (1) share of Common Stock.
(c) Except as set forth above, in all other respects (including voting
rights), the Common Stock and Preferred Stock shall have identical powers,
preferences, rights, qualifications, limitations and restrictions, share and
share alike.
The Board of Directors of the Corporation is expressly authorized to
designate and issue one or more series of stock within any class of stock
authorized by the Certificate of Incorporation, as amended.
SECOND. That no part of the capital of said corporation having been paid,
this certificate is filed pursuant to Section 241 of Title 8 of the Delaware
Code, as amended.
IN WITNESS WHEREOF, I have duly executed this Certificate of Amendment
this eighteenth day of September, A.D. 1989.
/s/ JACQUELINE N. CASPER
----------------------------------------
Jacqueline N. Casper
Incorporator
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "NATIONAL FIBERSTOK ACQUISITION CO., INC." CHANGING ITS NAME
FROM "NATIONAL FIBERSTOK ACQUISITION CO., INC." TO "NATIONAL FIBERSTOK
CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF SEPTEMBER,
A.D. 1989, AT 9 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
2205427 8100 AUTHENTICATION: 7989565
960175374 DATE: 06-17-96
NATIONAL FIBERSTOK ACQUISITION CO., INC.
CERTIFICATE OF AMENDMENT
NATIONAL FIBERSTOK ACQUISITION CO., INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (hereinafter called the "Corporation"), does hereby certify:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by striking out ARTICLE FIRST and inserting in lieu thereof the
following:
"FIRST: The name of this Corporation shall be:
NATIONAL FIBERSTOK CORPORATION."
SECOND: The Board of Directors and Stockholders of the Corporation, by
Unanimous Joint Consent dated September 26, 1989, adopted a resolution in
which was set forth the foregoing Amendment to the Certificate of
Incorporation, declaring that said Amendment to the Certificate of
Incorporation was advisable and approved.
THIRD: The Amendment to the Certificate of Incorporation of the
Corporation, as hereinafter set forth, has been duly advised by the Board of
Directors and approved by the Stockholders of the Corporation in accordance
with the applicable provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, National Fiberstok Acquisition Co., Inc. has caused
this Certificate of Amendment to be signed by its President and attested by
its Secretary on this 26 day of September, 1989.
ATTEST: NATIONAL FIBERSTOK ACQUISITION CO., INC.
/s/ KATHERINE S. NAUGHTON By: /s/ RALPH B. HURLBUTT (SEAL)
- ---------------------------- ---------------------------
Katherine S. Naughton, Ralph B. Hurlbutt, CEO
Secretary
STATE OF DELAWARE
OFFICER OF THE SECRETARY OF STATE
PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "NATIONAL FIBERSTOK CORPORATION", FILED IN THIS OFFICE ON THE
SIXTH DAY OF SEPTEMBER, A.D. 1990, AT 9 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
2205427 8100 AUTHENTICATION: 7989566
960175374 DATE: 06-17-96
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/06/1990
710249001 - 2205427 710249001
NATIONAL FIBERSTOK CORPORATION
CERTIFICATE OF AMENDMENT
NATIONAL FIBERSTOK CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware
(hereinafter called the "Corporation"), does hereby certify:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by striking out ARTICLE FOURTH and inserting in lieu thereof the
following:
FOURTH: The total number of shares of stock which the Corporation
is authorized to issue is:
CLASS A COMMON STOCK - One Million Eight Hundred Thousand
(1,800,000) shares of Class A Common Stock with a par value of One
Cent ($.01) per share for an aggregate par value of Eighteen
Thousand Dollars ($18,000);
CLASS B COMMON STOCK - Five Million (5,000,000) shares of Class B
Common Stock with a par value of One Hundredth of One Cent ($.0001)
per share for an aggregate of Five Hundred Dollars ($500);
CLASS 1 PREFERRED STOCK - One Million (1,000,000) shares of Class 1
Preferred Stock with a par value of One Dollar ($1.00) per share for
an aggregate par value of One Million Dollars ($1,000,000); and
CLASS 2 PREFERRED STOCK - Two Million Five Hundred Thousand
(2,500,000) shares of Class 2 Preferred Stock with a par value of
One Dollar ($1.00) per share for an aggregate par value of Two
Million Five Hundred Thousand Dollars ($2,500,000);
all classes together having an aggregate par value of Three Million Five
Hundred Eighteen Thousand Five Hundred Dollars ($3,518,500).
The Board of Directors of the Corporation is authorized to designate and
issue one or more series of stock within any class of stock authorized by the
Certificate of Incorporation of the Corporation, as amended.
The designations and the powers, preferences, rights, qualifications,
limitations or restrictions of the various classes of stock shall be as
follows:
(a) VOTING.
Each share of the Class A Common Stock, Class B Common and Class 1
Preferred Stock shall entitle its holder to one vote. Shares of the Class 2
Preferred Stock shall not be entitled to vote on any matter presented to the
stockholders of
the Corporation for vote, except as required by the General Corporation Law
of the State of Delaware.
(b) DIVIDENDS.
The Class 2 Preferred Stock shall be entitled to receive dividends
at the rate of ten percent (10%) per annum, cumulative, payable annually in
cash or, at the option the Board of Directors of the Corporation, in shares
of Class 2 Preferred Stock valued at One Dollar ($1.00) per share, and in
preference to any dividends upon the Class A Common Stock, Class B Common
Stock or Class 1 Preferred Stock, and no cash dividends shall be paid upon
the Class A Common Stock, Class B Common Stock or Class 1 Preferred Stock if
the payment of the Class 2 Preferred Stock shall be in arrears.
(c) LIQUIDATION OR REORGANIZATION.
In the event of a dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, a consolidation, merger or
reorganization of the Corporation with any other corporation or corporations
or a sale of all or substantially all of the assets of the Corporation,
amounts distributable to stockholders shall be paid in the following order of
priority:
(i) First, the holders of any then outstanding shares of
Class 2 Preferred Stock shall be entitled to receive the sum of One Dollar
($1.00) for each such share plus accrued and unpaid dividends thereon,
provided that if there are insufficient funds available for such payments,
the available funds shall be distributed pro-rata among the then outstanding
shares of Class 2 Preferred Stock.
(ii) Second, after such payment, the holders of any then
outstanding shares of Class A Common Stock and Class 1 Preferred Stock shall
be entitled to receive the sum of One Dollar ($1.00) for each such share,
provided that if there are insufficient funds available for such payments, the
available funds shall be distributed pro-rata among the then outstanding
shares of Class A Common Stock and Class 1 Preferred Stock.
(iii) Third, the remaining amounts distributable to
stockholders shall then be distributed pro-rata among the then outstanding
shares of Class A Common Stock, Class B Common Stock and Class 1 Preferred
Stock, share and share alike.
(d) CONVERTIBILITY.
Each share of Class 1 Preferred Stock may be converted at any time,
at the option of the holder thereof, into one (1) share of Class A Common
Stock.
-2-
(e) REDEMPTION.
The outstanding shares of Class 2 Preferred Stock are redeemable by
the Corporation as follows:
(i) OPTIONAL. Upon order of the Board of Directors of the
Corporation, the Corporation may call for redemption all, but not less than
all, of the outstanding shares of the Class 2 Preferred Stock, at a
redemption price of One Dollar ($1.00) per share plus accrued and unpaid
dividends thereon.
(ii) MANDATORY. The outstanding shares of Class 2 Preferred
Stock shall be redeemed by the Corporation at a redemption price of One
Dollar ($1.00) per share plus accrued and unpaid dividends thereon, in the
following amounts at the following times:
(1) On June 30, 1998, thirty-three percent (33%) of
the outstanding shares.
(2) On June 30, 1999, fifty percent (50%) of the
outstanding shares, cumulatively.
(3) On June 30, 2000, one hundred percent (100%) of
the outstanding shares, cumulatively.
In the event there is more than one holder of shares of Class 2 Preferred
Stock, the mandatory redemption of shares of Class 2 Preferred Stock
hereinabove set forth shall be made pro-rata among such holders.
SECOND: In order to effect the change in the classes of stock of the
Corporation to be as hereinabove set forth, each of the heretofore outstanding
shares of the Corporation's Common Stock shall be automatically converted
into one (1) share of the Corporation's Class A Common Stock as hereinabove
set forth without further action by the holder thereof, and each of the
heretofore outstanding shares of the Corporation's Preferred Stock shall be
automatically converted into one (1) share of the Corporation's Class 1
Preferred Stock as hereinabove set forth without further action by the holder
thereof.
THIRD: The Board of Directors and Stockholders of the Corporation, by
Joint Consent dated September 5, 1990, adopted a resolution in which was set
forth the foregoing Amendment to the Certificate of Incorporation, declaring
that said Amendment to the Certificate of Incorporation was advisable and
approved.
FOURTH: The Amendment to the Certificate of Incorporation of the
Corporation, as hereinabove set forth, has been duly advised by the Board of
Directors and approved by the
-3-
Stockholders of the Corporation in accordance with the applicable provisions
of Section 242 of the General Corporation Law of the State of Delaware by
written consent of the Stockholders given in accordance with Section 228 of
the General Corporation Law of the State of Delaware, and written notice to
all Stockholders who have not consented in writing to the Amendment to the
Certificate of Incorporation of the Corporation, as hereinabove set forth,
has been given as provided in Section 220 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, National Fiberstok Corporation has caused this
Certificate of Amendment to be signed by its President and attested by its
Secretary on this 5th day of September, 1990.
ATTEST: NATIONAL FIBERSTOK CORPORATION
/s/ BRIAN C. KERESTER By: /s/ ROBERT M. MIKLAS (SEAL)
- ---------------------------- ---------------------------
Brian C. Kerester, Robert M. Miklas,
Assistant Secretary President
C24138.198
-4-
[LETTERHEAD]
PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "NATIONAL FIBERSTOK CORPORATION", FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF OCTOBER, A.D. 1992, AT 9 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
2205427 8100 AUTHENTICATION: 7989567
960175374 DATE: 06-17-96
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/16/1992
712290008 - 2205427
NATIONAL FIBERSTOK CORPORATION
CERTIFICATE OF AMENDMENT
National Fiberstok Corporation, a Delaware corporation, the
("Corporation"), does hereby certify as follows:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article Fourth, and inserting in lieu thereof the
following:
"FOURTH: The total number of shares of stock which the
Corporation is authorized to issue is Three Hundred Thousand
(300,000) shares of Common Stock with a par value of One Cent
($.01) per share for an aggregate par value of Three Thousand
Dollars ($3,000.00)."
SECOND: The Board of Directors and Stockholder of the Corporation, by
Unanimous Joint Consent dated October 16, 1992, adopted a resolution in which
was set forth the foregoing Amendment to the Certificate of Incorporation,
declaring that said Amendment to the Articles of Incorporation was advisable
and approved.
THIRD: The Amendment to the Certificate of Incorporation of the
Corporation as hereinabove set forth has been duly advised by the Board of
Directors and approved by the Stockholder of the Corporation in accordance
with the applicable provisions of Section 242 of the General Corporation Law
of the State of Delaware by written consent of the Stockholder given in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.
FOURTH: All shares of the Corporation's outstanding Class A Common Stock,
Class B Common Stock, Class 1 Preferred Stock and Class 2 Preferred Stock
immediately preceding the effectiveness of this Amendment is owned by the
same stockholder. Each Share of outstanding Class A Common Stock, Class B
Common Stock, Class 1 Preferred Stock and Class 2 Preferred Stock will be
converted into shares of Common Stock at the ratio of twenty-five (25) shares
of Class A Common Stock, Class B Common Stock, Class 1 Preferred Stock and/or
Class 2 Preferred Stock for (1) share of new Common Stock.
IN WITNESS WHEREOF, National Fiberstok Corporation has caused this
Certificate of Amendment to be signed and acknowledged in its name and on its
behalf by its President and attested by its Secretary on this 16th day
October, 1992.
ATTEST: NATIONAL FIBERSTOK CORPORATION
/s/ LORING E. HAWES By: /s/ ZELIG ROBINSON (SEAL)
- ---------------------------- ---------------------------
Loring E. Hawes, Zelig Robinson,
Assistant Secretary Vice President
-2-
[LETTERHEAD]
PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AGREEMENT OF MERGER, WHICH MERGES:
"DEC INTERNATIONAL CORPORATION", A DELAWARE CORPORATION,
WITH AND INTO "NATIONAL FIBERSTOK CORPORATION" UNDER THE NAME OF "NATIONAL
FIBERSTOK CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS
OF THE STATE OF DELAWARE AS RECEIVED AND FILED IN THIS OFFICE THE NINETEENTH
DAY OF OCTOBER, A.D. 1992, AT 9:02 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
2205427 8100M AUTHENTICATION: 7989568
960175374 DATE: 06-17-96
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:02 AM 10/19/1992
922945021 - 2205427
AGREEMENT OF MERGER
BETWEEN
DEC INTERNATIONAL CORPORATION
AND
NATIONAL FIBERSTOK CORPORATION
(Pursuant to Section 252)
AGREEMENT OF MERGER, made and entered into this 16th day of October, 1992,
by and between DEC International Corporation, a Delaware corporation (the
"Merging Corporation"), and National Fiberstok Corporation, a Delaware
corporation (the "Surviving Corporation").
FIRST: The parties hereto agree that the Merging Corporation shall be
merged into the Surviving Corporation upon the terms and conditions of this
Agreement.
SECOND: The merger shall be carried into effect as set forth in this
Agreement.
THIRD: No amendment is made to the Charter of the Surviving Corporation
as part of the Merger, and the Certificate of Incorporation of the Surviving
Corporation shall be its Certificate of Incorporation.
FOURTH: No shares of stock of the Surviving Corporation are to be issued
for the shares of the Merging Corporation. However, as both the Merging
Corporation and the Surviving Corporation are both wholly-owned subsidiaries
of the same parent, upon the effective date of these Articles of Merger, the
shares of stock of the Merging Corporation shall be cancelled.
FIFTH: The Surviving Corporation, which was organized and exists under
the laws of the State of Delaware, shall survive the Merger and shall
continue under the name of National Fiberstok Corporation.
SIXTH: The Merging Corporation was organized and exists under the laws of
the State of Delaware.
SEVENTH: (a) On October 14, 1992, the Board of Directors of the Merging
Corporation by the unanimous vote thereof advised the merger and the
stockholder of the Merging Corporation approved the merger.
(b) On October 16, 1992, the Board of Directors of the
Surviving Corporation by the unanimous vote thereof advised the merger and
the stockholder of the Surviving Corporation approved the merger.
EIGHTH: The Merger shall have the effect described in Section 252 of the
General Corporation Law of the State of Delaware. The Merger shall become
effective upon the filing of this Agreement of Merger with the Secretary of
State of Delaware.
IN WITNESS WHEREOF, each Corporation party to this Agreement has caused
this Agreement to be signed and acknowledged in the name and on behalf of
each such Corporation by its
-2-
President, or Vice President, and its corporate seal to be affixed and
attested by its Secretary, or Assistant Secretary, the day and year first
above written.
ATTEST: DEC INTERNATIONAL CORPORATION
/s/ LORING E. HAWES By: /s/ ZELIG ROBINSON (SEAL)
- ---------------------------- ---------------------------
Loring E. Hawes, Zelig Robinson,
Assistant Secretary Vice President
ATTEST: NATIONAL FIBERSTOK CORPORATION
/s/ LORING E. HAWES By: /s/ ZELIG ROBINSON (SEAL)
- ---------------------------- ---------------------------
Loring E. Hawes, Zelig Robinson,
Assistant Secretary Vice President
-3-
Certificate of Assistant Secretary
of
DEC International Corporation
I, Loring E. Hawes, being the Assistant Secretary of DEC International
Corporation (the "Corporation"), hereby certify that the Agreement of Merger
to which this Certificate is attached, after having been first duly signed on
behalf of the Corporation by the Vice President and Assistant Secretary of
the Corporation, was duly approved by the unanimous consent of the
stockholder of the Corporation.
In witness whereof, I have set my hand and seal this 16th day of October,
1992.
/s/ LORING E. HAWES
------------------------------------
Loring E. Hawes,
Assistant Secretary
DEC International Corporation
Certificate of Assistant Secretary
of
National Fiberstok Corporation
I, Loring E. Hawes, being the Assistant Secretary of National Fiberstok
Corporation (the "Corporation"), hereby certify that the Agreement of Merger
to which this Certificate is attached, after having been first duly signed on
behalf of the Corporation by the Vice President and Assistant Secretary of
the Corporation, was duly approved by the unanimous consent of the
stockholder of the Corporation.
In witness whereof, I have set my hand and seal this 16th day of October,
1992.
/s/ LORING E. HAWES
------------------------------------
Loring E. Hawes
Assistant Secretary
National Fiberstok Corporation