CERTIFICATE OF INCORPORATION
OF
ACQUISITION CORPORATION II
* * * * *
1. The name of the corporation is Acquisition Corporation II.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purpose to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of such
shares is One Dollar and No Cents ($1.00) amounting in the aggregate to One
Thousand Dollars and No Cents ($1,000.00).
5. The board of directors is authorized to make, alter or repeal the by-
laws of the corporation. Election of directors need not be by written ballot.
6. The name and mailing address of the sole incorporator is:
K. A. Widdoes
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 9th day of August, 1995.
/s/ K.A. Widdoes
----------------------------------
Sole Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
ACQUISITION CORPORATION II
The undersigned, being all of the directors of Acquisition Corporation
II, a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,
DO HEREBY CERTIFY:
FIRST: That Article 1 of the Certificate of Incorporation be and is
hereby amended to read as follows:
1. The name of the Corporation is Orion Acquisition Corp. I.
SECOND: That Article 4 of the Certificate of Incorporation be and is
hereby amended to read as follows:
4. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 200,100, of which 200,000 shall
be shares of Common Stock, par value $.01 per share, and 100 shall be shares of
Preferred Stock, par value $.01 per share. The relative rights, preferences and
limitations of the shares of capital stock shall be as follows:
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COMMON STOCK. The Corporation's Common Stock shall be of one
class.
PREFERRED STOCK. The Preferred Stock shall be designated as
"Series A Convertible Preferred Stock" and shall not be entitled to vote with
respect to the election of directors or on
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any other matter submitted to stockholders, unless required by law or upon
conversion to common stock, as provided below.
CONVERSION PRIVILEGE. The Preferred Stock is convertible into
shares of the common stock of the Company at any time after the close of
business on the first business day after the completion of a Business
Combination, defined as a merger, exchange, or purchase of capital stock, asset
acquisition or other busienss combination with an operating business, but not be
limited to any particular location or industry.
REDEMPTION PRIVILEGE. The Preferred Stock is redeemable at the
option of the holder(s) thereof upon notice from the Corporation to the
holder(s) thereof that the Corporation has not and will not complete a Business
Combination, and for a period of thirty (30) days following the date of such
notice. The redemption price shall be the price originally paid to the
Corporation for such Preferred Stock, as established by the Corporation's Board
of Directors. In the event of a liquidation or dissolution of the Corporation,
the rights of the holders of the Corporation's Common Stock are subordinate to
the rights of the holders of the Preferred Stock hereunder.
THIRD: That the corporation has not received any
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payment for any of its stock.
FOURTH: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, I have signed this certificate this 12th day of
August, 1995.
/s/ Arthur H. Goldberg
-----------------------------------
ARTHUR H. GOLDBERG
/s/ Stanley Kreitman
-----------------------------------
STANLEY KREITMAN
/s/ A.J. Nassar
-----------------------------------
A.J. NASSAR
/s/ Marshall Manley
-----------------------------------
MARSHALL MANLEY
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CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
ORION ACQUISITION CORP. I
TO: Secretary of State
State of Delaware
Pursuant to the provisions of Section 242 of the General Corporation Law of
the State of Delaware, the undersigned corporation executes the following
Certificate of Amendment to its Certificate of Incorporation:
1. The name of the corporation is Orion Acquisition Corp. I.
2. The following amendments to the Certificate of Incorporation was
approved by the directors and thereafter duly adopted by the stockholders of the
corporation as of the 11th day of April, 1996.
FIRST: That the introductory paragraph of Article 4 of the Certificate
of Incorporation be amended to read as follows:
4. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 11,000,000, of which
10,000,000 shall be shares of Common Stock, par value $.01 per share,
and 1,000,000 shall be shares of Preferred Stock, par value $.01 per
share. The relative rights, preferences and limitations of the share
of capital stock shall be as follows:
SECOND: That a new Article 7 be added to the Certificate of Incorporation
as follow:
7. A director of the Corporation shall not be personally 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
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intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.
3. The number of shares outstanding at the time of the adoption of the
amendment was 106,000. The total number of shares entitled to vote thereon was
106,000.
4. The number of shares voting for and against such amendment is as
follows:
Number of Shares Number of Shares
Voting for Amendment Voting Against Amendment
-------------------- ------------------------
106,000 0
5. This Certificate of Amendment shall be effective as of the date of
filing.
Dated this 11th day of April, 1996.
ORION ACQUISITION CORP. I
BY:/s/ Arthur H. Goldberg
--------------------------------
Arthur H. Goldberg,
Chief Executive Officer
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