Exhibit 3(f)
CERTIFICATE OF INCORPORATION
OF
UTPI CORP.
Under Section 402 of the Business Corporation Law
The undersigned, being a natural person of at least 18 years
of age and acting as the incorporator of the Corporation hereby being formed
under the Business Corporation Law of the State of New York, certifies:
FIRST: The name of the Corporation shall be UTPI
CORP.
SECOND: The Corporation is formed for the following
purposes:
To engage in any lawful act or activity for which a
corporation may be organized under the New York Business
Corporation Law, provided that the Corporation is not formed
to engage in any act or activity which requires the consent of
any State official, department, board, agency or other body.
THIRD: The office of the Corporation shall be
located in the Town of North Hempstead, County of Nassau, State of New York.
FOURTH: The aggregate number of shares which the
Corporation shall have authority to issue is 5,002,500 shares, to consist of
5,000,000 shares, $.01 par value per share, all of which are of the same class
and all of which are designated as
common shares (the "Common Stock") and 2,500 shares, $.01 par value per share,
all of which are of the same class and all of which are designated as preferred
stock (the "Preferred Stock").
FIFTH: The powers, preferences, restrictions and
rights granted to or imposed on the respective classes of stock
are as follows:
(a) Each share of Common Stock shall have one vote for all
corporate purposes, with no cumulative voting rights.
(b) The Preferred Stock shall not entitle any holder thereof
to vote at any meeting of shareholders of the Corporation, or otherwise to
participate in any action taken by the Corporation or the shareholders thereof,
whether by consent in writing or otherwise.
(c) The holders of Preferred Stock shall be entitled to
receive out of the earnings or net profits of the Corporation, at the time
legally available for the declaration of dividends, but only when declared by
the Board of Directors, noncumulative dividends at the rate of 5% of the par
value thereof per annum, and no more, payable as the Board of Directors shall
determine, before any dividend shall be set apart or paid on the Common Stock
for such year. After the full noncumulative dividend as aforesaid for the then
current dividend period shall have been declared, paid or set apart for payment
to the holders of Preferred Stock, the holders of Common Stock of the
Corporation shall be entitled to receive, pro rata to the exclusion of the
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holders of Preferred Stock, such dividends as, from time to time, may be
declared by the Board of Directors.
(d) In the event of any liquidation, dissolution, or
winding-up of the Corporation, whether voluntary or involuntary, the holders of
the Preferred Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to its shareholders, whether from
capital, surplus, or earnings, an amount equal to the par value of the Preferred
Stock plus all accrued and unpaid dividends thereon, before any distribution of
the assets shall be made to the holders of the Common Stock and, thereafter, the
holders of the Common Stock shall be entitled, to the exclusion of the holders
of the Preferred Stock, to share ratably in all assets of the Corporation
remaining after such payment to the holders of the Preferred Stock. If, upon
such liquidation, dissolution or winding-up of the Corporation, the assets of
the Corporation shall not be sufficient to permit the payment in full to the
holders of the Preferred Stock of the preferential amounts provided for herein,
then the entire assets of the Corporation shall be distributed ratably among the
holders of the Preferred Stock. Notwithstanding the foregoing provisions, no
distribution of assets among the holders of the Preferred Stock and the holders
of the Common Stock shall be required in the event of a consolidation, merger,
lease or sale which does not, in fact, result in the liquidation or winding-up
of the Corporation or its business.
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(e) The Preferred Stock shall, at the option of the respective
holders thereof, be convertible into fully paid and non-assessable shares of
Common Stock, at the rate of 100 shares of Common Stock for each share of
Preferred Stock surrendered, upon surrender to the Corporation of the
certificates of the Preferred Stock so to be converted, duly assigned in blank
for transfer. Notwithstanding the foregoing, the Corporation shall not accept
for conversion any shares of the Preferred Stock unless and until, for the
twelve-month period commencing on the first day of the first month immediately
following the closing of the sale, pursuant to an effective registration
statement under the Securities Act of 1933, as amended, of shares of Common
Stock (the "Public Sale"), the consolidated earnings of the Corporation and its
subsidiaries before (i) deduction of or allowance or provision for taxes based
on income and (ii) any extraordinary gain or loss, equals or exceeds $1.44 per
share of Common Stock on a fully-diluted basis, i.e., after giving effect to the
conversion of all shares of Preferred Stock and any other securities convertible
into Preferred Stock, but without giving effect to the exercise of any
over-allotment option granted to any underwriter in connection with the Public
Sale, as determined by the Corporation's independent public accountants. Shares
of Preferred Stock converted into Common Stock shall not be reissued but shall
be cancelled.
(f) So long as any shares of the Preferred Stock remain
outstanding, the Corporation shall reserve and keep
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available out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Preferred Stock, the full number of
shares of Common Stock deliverable upon the conversion of the Preferred Stock
from time to time outstanding.
(g) In case of any combination or change of the Preferred
Stock or Common Stock into a different number of shares of the same or any other
class or classes, or in case of any consolidation or merger of the Corporation
with or into another corporation, or in case of any sale or conveyance to
another corporation of the property of the Corporation as an entity or
substantially as an entity, the aforesaid conversion rate shall be appropriately
adjusted so that the rights of the holders of the Preferred Stock and Common
Stock will not be diluted as a result of such combination, change,
consolidation, merger, sale or conveyance.
SIXTH: No holder of the Common Stock or Preferred Stock of
this Corporation shall, by reason of his shareholdings, have any preemptive
right to purchase, subscribe to, or have first offered to him any shares of any
class of the Corporation, presently or subsequently authorized, or any notes,
debentures, bonds, or other securities of the Corporation convertible into, or
carrying options or warrants to purchase shares of any class, presently or
subsequently authorized (whether or not the issuance of any such shares, or such
notes, debentures, bonds, or other securities, would adversely affect the
dividend or voting rights
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of such shareholder), other than such rights, if any, as the Board of Directors,
in its discretion, from time to time may grant, and at such prices as the Board
of Directors in its discretion may fix, and the Board of Directors may issue
shares of any class of the Corporation, or any notes, debentures, bonds or other
securities convertible into, or carrying options or warrants to purchase shares
of any class without offering any such shares of any class, either in whole or
in part, to the existing shareholders of any class.
SEVENTH: The Secretary of State of the State of New York is
designated as the agent of the Corporation upon whom process in any action or
proceeding against the Corporation may be served. The post office address to
which the Secretary of State shall mail a copy of any process against the
Corporation served upon him is: c/o Golenbock and Barell, 645 Fifth Avenue, New
York, New York 10022, Attention: Donald D. Shack, Esq.
EIGHTH: The Corporation shall, to the fullest extent permitted
by Sections 722, 723 and 724 of the New York Business Corporation Law, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said sections from and against any and all
of the expenses, liabilities or other matters referred to in or covered by said
sections, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or directors or otherwise, both as
to action in his
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official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
IN WITNESS WHEREOF, the undersigned has executed and
acknowledged this certificate this 9th day of January, nineteen hundred and
eighty-four.
/s/ Barbara S. Shapiro
----------------------
Barbara S. Shapiro
c/o Golenbock and Barell
645 Fifth Avenue
New York, New York 10022
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the date hereinafter set forth, before me personally came
Barbara A. Shapiro, to me known, and known to me to be the person described in
and who executed the foregoing Certificate, and she acknowledged to me that she
executed the same.
Dated: January 9, 1984
/s/ Cathleen D. Cole
--------------------
Notary Public
CERTIFICATE OF MERGER
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
AND
UTPI CORP.
INTO
UTPI CORP.
Under Section 904 of the Business Corporation Law
We, the undersigned, being the President and Secretary of
UNIFORCE TEMPORARY PERSONNEL, INC., a New York corporation, and the Incorporator
of UTPI CORP., a New York corporation, do hereby certify:
1. A Plan of Merger setting forth the terms and conditions of
the merger of the below-named constituent corporations has been adopted by the
boards of directors of each such constituent corporation.
2. (a) The name of each constituent corporation is
as follows: UNIFORCE TEMPORARY PERSONNEL, INC., formed under the
name "Fann-Temps, Inc.", and UTPI CORP.
(b) The name of the surviving corporation is
UTPI CORP.
3. Uniforce Temporary Personnel, Inc. has authorized
1,000,000 shares of Common Stock, $.01 par value per share, all
of which are entitled to vote, and of which 504,839 shares are
outstanding, and UTPI Corp. has authorized 5,000,000 shares of
Common Stock, $.01 par value per share, all of which are entitled to vote, and
none of which is issued and outstanding, and 2,500 shares of Preferred Stock,
$.01 par value per share, none of which is entitled to vote, and none of which
is issued and outstanding.
4. Upon the effective date of the merger, the Certificate of
Incorporation of UTPI Corp. shall be amended so
that Paragraph First shall read as follows:
"FIRST: The name of the Corporation shall be UNIFORCE
TEMPORARY PERSONNEL, INC."
5. The merger shall be effective immediately upon the
filing of this Certificate by the Department of State.
6. (a) The Certificate of Incorporation of Uniforce
Temporary Personnel, Inc. was filed on September 21, 1961 under
the name "Fann-Temps, Inc."
(b) The Certificate of Incorporation of UTPI
Corp. was filed on January 11, 1984.
7. The merger was authorized at a meeting of shareholders by
the vote of the holders of not less than two-thirds of all outstanding shares of
Uniforce Temporary Personnel, Inc. entitled to vote thereon. There being no
shareholders of record of UTPI Corp. and no subscription for shares of capital
stock having been accepted, the merger was authorized by the written consent of
the sole incorporator of UTPI Corp.
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IN WITNESS WHEREOF, we have duly executed this Certificate and
affirm that the statements contained herein are true under the penalties of
perjury this 11th day of January, 1984.
UNIFORCE TEMPORARY PERSONNEL, INC.
By:/s/ John Fanning
----------------
John Fanning, President
By:/s/ Gordon Robinett
-------------------
Gordon Robinett, Secretary
UTPI CORP.
By:/s/ Barbara A. Shapiro
-------------------------
Barbara A. Shapiro, Sole Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
(Under Section 805 of the Business Corporation Law)
We, the undersigned, the President and Secretary,
respectively, of UNIFORCE TEMPORARY PERSONNEL, INC., a New York corporation (the
"Corporation"), hereby certify:
1. The name of the Corporation is UNIFORCE TEMPORARY
PERSONNEL, INC. and the name under which it was formed was "UTPI Corp."
2. The Certificate of Incorporation of the
Corporation was filed on January 11, 1984.
3. The Certificate of Incorporation is amended as authorized
by Section 801 of the Business Corporation Law to remove the class of Preferred
Stock from the Corporation's authorized shares.
4. To accomplish the foregoing amendment, Paragraphs FOURTH
and FIFTH are hereby deleted in their entirety and the following new Paragraphs
FOURTH and FIFTH are substituted in lieu thereof:
"FOURTH: The aggregate number of
shares which the Corporation shall
have authority to issue is 5,000,000
shares, $.01 par value per share, all
of which are of the same class and all
of which are designated as common
shares (the "Common Stock")."
"FIFTH" Each share of Common Stock
shall have one vote for all corporate
purposes, with no cumulative voting
rights. Each share of Common Stock
shall have equal rights on
dissolution, corporate distribution
and for all other corporate purposes."
5. The reference to Preferred Stock contained in
Paragraph SIXTH of the Certificate of Incorporation is hereby deleted.
6. The amendment to the Certificate of Incorporation
was authorized by the vote of the holders of a majority of all
outstanding shares entitled to vote thereon at a meeting of
shareholders.
IN WITNESS WHEREOF, we have duly executed this Certificate of
Amendment and affirm that the statements contained herein are true under the
penalties of perjury this 10th day of February, 1984.
/s/ John Fanning
--------------------------
John Fanning, President
/s/ Gordon Robinett
--------------------------
Gordon Robinett, Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
(Under Section 805 of the Business Corporation Law)
We, the undersigned, the President and Secretary,
respectively, of UNIFORCE TEMPORARY PERSONNEL, INC., a New York corporation (the
"Corporation"), hereby certify:
1. The name of the Corporation is UNIFORCE TEMPORARY
PERSONNEL, INC. and the name under which it was formed was "UTPI Corp."
2. The Corporation's Certificate of Incorporation was
filed by the Department of State of the State of New York on
January 11, 1984.
3. The Certificate of Incorporation is amended as
authorized by Section 801 of the Business Corporation Law as follows:
(a) To add a new sentence to Paragraph Eighth of
the Certificate of Incorporation so that Paragraph Eighth shall
read in its entirety as follows:
"EIGHTH: The personal liability of the
directors of the Corporation to the
Corporation or its shareholders for
damages for any breach of duty as a
director, is hereby eliminated to the
fullest extent permitted by the
Business Corporation Law of the State
of New York, as the same may be
amended and supplemented. The
Corporation shall, to the fullest
extent permitted by
Sections 722, 723 and 724 of the New
York Business Corporation Law, as the
same may be amended and supplemented,
indemnify any and all persons whom it
shall have power to indemnify under
said sections from and against any and
all of the expenses, liabilities or
other matters referred to in or
covered by said sections, and the
indemnification provided for herein
shall not be deemed exclusive of any
other rights to which those
indemnified may be entitled under any
by-law, agreement, vote of
stockholders or directors or
otherwise, both as to action in his
official capacity and as to action in
another capacity while holding such
office, and shall continue as to a
person who has ceased to be a
director, office,r employee or agent
and shall inure to the benefit of the
heirs, executors and administrators of
such person."
4. The foregoing amendment to the Certificate of Incorporation
was authorized by the affirmative vote of all of the directors of the
Corporation at a meeting duly held, at which meeting a quorum was present and
voting throughout, followed by the affirmative vote of the holders of at least a
majority of the outstanding shares of Common Stock of the Corporation entitled
to vote thereon at a meeting of the shareholders duly held, at which meeting a
quorum was present and voting throughout.
IN WITNESS WHEREOF, we have duly executed this Certificate of
Amendment and affirm that the statements contained herein are true under the
penalties of perjury this 12th day of May, 1988.
/s/ John Fanning
-----------------------
John Fanning, President
/s/ Joan Phillips
------------------------
Joan Phillips, Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
(Under Section 805 of the Business Corporation Law)
We, the undersigned, the President and Secretary, respectively,
of UNIFORCE TEMPORARY PERSONNEL, INC. (the "Corporation"), do hereby certify:
1. The name of the Corporation is UNIFORCE TEMPORARY
PERSONNEL, INC. and the name under which it was formed was "UTPI CORP."
2. The Certificate of Incorporation of the
Corporation was filed on January 11, 1984.
3. The Certificate of Incorporation is amended as authorized
by Section 801 of the Business Corporation Law to increase the aggregate number
of shares of Common Stock which the Corporation shall have authority to issue.
4. To accomplish the foregoing amendment, Paragraph FOURTH of
the Certificate of Incorporation is hereby deleted in its entirety and the
following Paragraph FOURTH is hereby substituted in lieu thereof:
"FOURTH: The aggregate number of
shares which the Corporation shall
have authority to issue is 10,000,000
shares, $.01 par value per share, all
of which are the same class and all of
which are designated as common shares
(the "Common Stock")."
5. The foregoing amendment to the Certificate of Incorporation
was authorized by the affirmative vote of all of the directors of the
Corporation at a meeting duly held, at which meeting a quorum was present and
voting throughout, following by the affirmative vote of the holders of at least
a majority of the outstanding shares of the Corporation entitled to vote thereon
at a meeting of the shareholders duly held, at which meeting a quorum was
present and voting through.
IN WITNESS WHEREOF, we have duly executed this Certificate of
Amendment and affirm that the statements contained herein are true under the
penalties of perjury this 14th day of May, 1987.
/s/ John Fanning
--------------------------
John Fanning, President
/s/ Gordon Robinett
--------------------------
Gordon Robinett, Secretary
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CERTIFICATE OF CHANGE
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
(Under Section 805-A of the Business Corporation Law)
The undersigned, being the President and Secretary,
respectively, of Uniforce Temporary Personnel, Inc., do hereby certify and set
forth:
1. The name of the corporation is Uniforce Temporary
Personnel, Inc. (the "Corporation"). The Corporation was formed
under the name UTPI Corp.
2. The Certificate of Incorporation of the Corporation
was filed by the Department of Sate on the 11th day of January, 1984.
3. The Certificate of Incorporation of the
Corporation is hereby changed as follows:
Paragraph Seventh of the Certificate of
Incorporation, which sets forth a designation of the Secretary
of State as agent of the Corporation upon whom process against
it may be served and the post office address to which the
Secretary of State shall mail a copy of any process against it
served upon him, is hereby changed to be and read as follows:
"SEVENTH: The Secretary of State of the
State of New York is hereby designated
the agent of this Corporation upon whom
process against this Corporation may be
served. The post office address to
which the Secretary of State shall mail
a copy of any process against this
Corporation served upon him as agent of
this corporation to: Olshan Grundman
Frome & Rosenzweig, 505 Park Avenue, New
York, New York 10022, Attention: David
J. Adler, Esq.
4. This change to the Certificate of Incorporation of
the Corporation was authorized by the Board of Directors under Business
Corporation Law ss.803(b).
IN WITNESS WHEREOF, the undersigned have executed and signed
this certificate this 10th day of December, 1991, affirming that the statements
made herein are true under penalties of perjury.
/s/ John Fanning
--------------------------
John Fanning, President
/s/ Diane J. Geller
--------------------------
Diane J. Geller, Secretary
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CERTIFICATE OF CHANGE
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
(Under Section 805-A of the Business Corporation Law)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
(Under Section 805 of the Business Corporation Law)
Olshan Grundman Frome & Rosenzweig
505 Park Avenue
New York, New York 10022-1170
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNIFORCE TEMPORARY PERSONNEL, INC.
(Under Section 805 of the Business Corporation Law)
We, the undersigned, the President and Secretary,
respectively, of UNIFORCE TEMPORARY PERSONNEL, INC., a New York corporation (the
"Corporation"), hereby certify:
1. The name of the Corporation is UNIFORCE TEMPORARY
PERSONNEL, INC. and the name under which it was formed was "UTPI
Corp."
2. The Corporation's Certificate of Incorporation was
filed by the Department of State of the State of New York on
January 11, 1984.
3. The amendment of the Certificate of Incorporation of
the Corporation to be effected by this Certificate of Amendment is
to change the name of the Corporation from "Uniforce Temporary
Personnel, Inc." to "Uniforce Services, Inc."
4. To effect the foregoing amendment, Article First of the
Certificate of Incorporation of the Corporation, relating to the name of the
Corporation, is deleted in its entirety and the following Article First is
inserted in its place:
"FIRST: The name of the corporation is "Uniforce
Services, Inc." (the "Corporation").
5. The foregoing amendment to the Certificate of Incorporation
was authorized by the affirmative vote of all of the directors of the
Corporation at a meeting duly held, at which meeting a quorum was present and
voting throughout, followed by the affirmative vote of the holders of at least a
majority of the outstanding shares of Common Stock of the Corporation entitled
to vote thereon at a meeting of the shareholders duly held, at which meeting a
quorum was present and voting throughout.
IN WITNESS WHEREOF, we have duly executed this Certificate of
Amendment and affirm that the statements contained herein are true under the
penalties of perjury this 6th day of June, 1995.
/s/ John Fanning
--------------------------
John Fanning, President
/s/ Diane J. Geller
--------------------------
Diane J. Geller, Secretary
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