CERTIFICATE OF INCORPORATION
OF
GOLF VISION, INC.
**********
1. The name of the corporation is
GOLF VISION, INC.
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 purposes to be conducted or promoted is
to engage in any lawful act or activity 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 fifteen hundred (1500) each without par value.
5. The name and mailing address of each incorporator
is as follows:
NAME MAILING ADDRESS
---- ---------------
M. A. Brzoska Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
K. A. Widdoes Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.
8. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators 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 our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 15th day of July, 1994.
/s/ M. A. Brzoska
/s/ K. A. Widdoes
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * * * * * * *
Golf Vision, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Golf Vision, Inc. be
amended by changing the First and Fourth Articles thereof so that, as
amended, said Articles shall be and read as follows:
"First: The name of the Corporation is Visual Edge Systems, Inc.
Fourth: The total number of shares of stock which the corporation shall
have authority to issue is twenty million (20,000,000) and par value of
each such share is one cent ($0.01) amounting in the aggregate to two
hundred thousand dollars ($200,000)."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written
2
consent to said amendment in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Golf Vision, Inc. has caused this certificate to
be signed by Alan Lubell, its chairman, this 16th day of March, 1995.
GOLF VISION,
By: /s/ Alan Lubell
----------------
Name: Alan Lubell
Title: Chairman
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VISUAL EDGE SYSTEMS INC.
* * *
Pursuant to Section 242 of the General Corporation Law of Delaware, the
undersigned being the director of Visual Edge Systems Inc. (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: The name of the corporation is Visual Edge Systems Inc.
SECOND: That the Board of Directors of the Corporation, by the unanimous
written consent of its members, filed with the minutes of the Board adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the Fourth Article thereof so that, as amended, said Article
shall be and read in its entirety as follows:
"Fourth: The total number of shares of all classes of stock which the
corporation shall have authority to issue is twenty million (20,000,000) shares
Common Stock, One Mill ($.001) Par Value, consisting of (a) nineteen million
nine hundred ninety-nine thousand nine hundred (19,999,900) shares which shall
be designated Class A, Non-votinq, Participating Common Stock, One Mill ($.001)
Par Value, and (b) one hundred (100) shares which shall be designated Class B,
Voting, Non-participating Common Stock, One Mill ($.O01) Par Value."
THIRD: That in lieu of a meeting and vote of stockholders, the stockholders
have given unanimous written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
FOURTH: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
FIFTH: The effective date of the amendment herein certified shall be the
date of filing of this Certificate with the Secretary of State.
IN WITNESS WHEREOF, said Visual Edge Systems Inc. has caused this
certificate to be signed by Alan Lubell, its chairman, this 28th day of March,
1995.
VISUAL EDGE SYSTEMS INC.,
By /s/ Alan Lubell
-------------------------
Name: Alan Lubell
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
VISUAL EDGE SYSTEMS INC.
* * *
Visual Edge Systems Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY to the Secretary of State of the State of Delaware that:
FIRST: The name of the Corporation is Visual Edge Systems Inc.
SECOND: The Certificate of Incorporation of the Corporation is hereby
amended by deleting Article Fourth of the Certificate of Incorporation, and by
substituting in lieu thereof the following:
Fourth: The Corporation shall have authority to issue a total of twenty
five million (25,000,000) shares, consisting of (a) twenty million
(20,000,000) shares of Common Stock, par value $.01 per share, and five
million (5,000,000) shares of preferred stock, without par value. The
preferred stock may be issued from time to time in one or more series and
with such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights and qualifications, or restrictions thereof as shall be
stated and expressed in this Certificate of Incorporation or in any
amendment hereto, or in a resolution adopted by the board of directors.
THIRD: The Certificate of Incorporation of the Corporation is hereby
amended by adding the following Articles Ninth and Tenth:
Ninth: No director of the Corporation shall be 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 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 an improper personal benefit.
Tenth: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of the Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
the Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned
by the court to which the said application has been made, be binding on all
the creditors or class of creditors, and/or on all the stockholders or
class of stockholders, of the Corporation, as the case may be, and also on
the Corporation.
FOURTH: That the Board of Directors of Visual Edge Systems Inc. has adopted
resolutions setting forth the proposed amendments to the Certificate of
Incorporation of said Corporation, declaring said amendments to be advisable and
calling a meeting of the stockholders of said Corporation for consideration
thereof.
FIFTH: In accordance with the provisions of Section 228 of the Delaware
General Corporation Law, in lieu of a meeting of stockholders, the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, have provided their written
consent thereto and that written notice has been given as provided in such
action.
SIXTH: The foregoing amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Visual Edge Systems Inc. has caused this Certificate of
Amendment to be signed in its name and on its behalf by its President, and
attested to by its Secretary, this 30th day of April, 1996.
VISUAL EDGE SYSTEMS INC.
/s/ Alan Lubell /s/ Earl Takefman
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Secretary CEO