Exhibit 3.01
CERTIFICATE OF INCORPORATION
of
GLOFANE CO, INC.
Pursuant to Article Two of the Stock Corporation Law,
WE, the undersigned, for the purpose of forming a corporation pursuant to
Article Two of the Stock Corporation Law of the State of New York, certify:
1. The name of the proposed corporation shall be GLOFANE CO. INC.
2. The purposes for which it is formed are:
a) to buy, sell, import, export, manufacture, design, distribute, job,
convert, and generally deal in industrial supplies, abrasives,
chemicals, tools, cloth, rubber, coated and synthetic products and
materials of all nature, land and description.
b) to acquire by purchase or otherwise, domestic or foreign patents,
patent rights, trademarks, copyrights, formulae, processes and
licenses to manufacture of sell patented, copyrighted or trademarked
articles or articles made under such formulae or processes, and to
sell, lease or license the use of such patents, trademarks,
copyrights, formulae or processes or otherwise dispose of the same.
c) to act as agent or representative of corporations, firms and
individuals, and as such to develop, manage, extend and assist
financially the business and other interests of such firms,
corporations and individuals.
d) to subscribe for, purchase or otherwise acquire and hold the
shares, bonds and obligations of any corporation organized under the
laws of any state, territory, or district or colony of the United
States, or of any foreign country, or of the United States of America
or any political subdivision thereof.
e) to acquire by purchase, lease or otherwise improve and develop real
property; to erect buildings of all kinds and to sell and rent the
same; to buy, sell, mortgage, exchange, lease, let, hold for
investment or otherwise use and operate real estate of all kinds,
improved or unimproved, and any right or interest therein.
f) to buy, hold, own, manufacture, purchase, adapt, prepare, trade in,
deal in, sell and otherwise dispose of all kinds of personal property
whatsoever, without limits as to amount and to mortgage the same.
g) This corporation shall have the power to conduct its business in
all its branches in the State of New York and throughout the world,
and to do all acts and things and to exercise all the powers now or
hereafter authorized by law necessary to carry on the business of said
corporation or to procure any of the objects for which the corporation
is formed.
h) The foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the corporation
and the enjoyment thereof, as conferred by the laws of the State of
New York upon corporations.
3. The total number of shares that may be issued is two hundred, all of
which are to be without par value.
The capital of the corporation shall be at least equal to the sum of the
aggregate par value of all issued shares having par value, plus the aggregate
amount of the consideration received by the corporation for the issuance of
shares without par value, plus such amounts as from time to time, by resolution
of the Board of Directors, may be transferred thereto.
4. The shares shall be all common.
5. The office of the corporation shall be located in the Borough of Queens,
County of Queens, City and State of New York and No. 1021 Clintonville Street,
Whitestone, Queens, City and State of New York, is the address to which the
-2-
Secretary of State shall mail a copy of process in any action or proceeding
against the corporation which may be served upon him.
6. The duration of the corporation shall be perpetual.
7. The number of directors shall be not less than three nor more than
seven.
8. The names and post office addresses of the directors until the first
annual of stockholders are:
Names Post Office Addresses
----- ---------------------
Marshall H. Rosett 570 Seventh Avenue, New York 18, N.Y.
Nathan Weinstein 570 Seventh Avenue, New York 18, N.Y.
Sidney F. Looker 570 Seventh Avenue, New York 18, N.Y.
9. The names and post office addresses of each subscriber of the number of
shares which each agrees to take in the corporation are as follows:
Names Post Office Addresses No. of Shares
- ----- --------------------- -------------
Marshall H. Rosett 570 Seventh Avenue, NY 18, N.Y. 1
Nathan Weinstein 570 Seventh Avenue, NY 18, N.Y. 1
Sidney F. Looker 570 Seventh Avenue, NY 18, N.Y. 1
10. That all of the subscribers of this Certificate of Incorporation are of
full age, at least two-thirds of them are citizens of the United States, at
least one of them is a resident of the State of New York, and at least one of
the persons names as a director is a citizen of the United States and a resident
of the State of New York.
-3-
11. The Secretary of State is hereby designated as the agent of the
corporation upon whom process in any action or proceeding against it may be
served.
12. The directors need not be stockholders.
IN WITNESS WHEREOF, we have hereunto made and subscribed this Certificate
of Incorporation this 9th day of May, 1958
/s/ Nathan Weinstein
--------------------------------
/s/ Marshall H. Rosett
--------------------------------
/s/ Sidney F. Looker
--------------------------------
/s/ Morris Migden
Morris Migden
Notary Public, State of New York
Qualified in Kings County
No 24-7930400, Comm. Exp. 3/30/60
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK)
On this 9th day of May, 1958, before me personally appeared NATHAN
WEINSTEIN, MARSHALL H. ROSETT, and SIDNEY F. LOOKER, to me known to be the
persons described in and who executed the foregoing Certificate of Incorporation
and acknowledged that they executed the same.
-4-
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF GLOFANE CO. INC.
Under Section 805 of the Business Corporation Law:
The undersigned being the holder of all of the outstanding shares of GLOFANE CO.
INC. entitled to vote thereon hereby certifies:
FIRST: The name of the corporation is: GLOFANE CO. INC.
SECOND: The Certificate of Incorporation of the corporation as filed by the
Department of State on the 15th day of May 1958.
THIRD: The Certificate of Incorporation of the corporation is hereby
amended to affectuate the following changes. To change the name of the
corporation to increase the number of shares authorized and changing the shares
authorized from no par value to par value and to change the outstanding shares
authorized.
FOURTH: Article FIRST of the Certificate of Incorporation of the
corporation is hereby amended to read as follows:
The name of the corporation is EASTCO SAFETY EQUIPMENT INC.
FIFTH Article THIRD of the Certificate of Incorporation of the corporation
is hereby amended to read as follows:
The total number of shares that may be issued is one million all of
which are to be of one class and are to be one cent par value.
SIXTH: Article THIRTEENTH of the Certificate of Incorporation of the
corporation is added and reads as follows:
That each of the twenty outstanding and issued shares of common stock,
no par value which is currently outstanding is hereby converted to
five thousand shares, one cent par value stock, resulting in one
hundred thousand shares. The unissued 180 shares of the originally
authorized shares are to be eliminated.
SEVENTH: The foregoing amendments of the Certificate of Incorporation are
authorized by the unanimous written consent of the shareholders of all
outstanding shares entitled to vote thereon dated December 13, 1968.
IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate
this 31st day of December, 1968.
/s/ Alan Densen
-------------------------
Alan Densen
STATE OF NEW YORK)
)SS:
COUNTY OF NASSAU )
ALAN DENSEN being duly sworn deposes and says that he is the sole shareholder
of GLOFANE CO., INC. the corporation named in the foregoing Certificate of
Amendment, that he has read and signed the same and that the statements
contained thereto are true.
/s/ Alan Densen
-------------------------
Alan Densen
Sworn to before me this
31st day of December, 1968
/s/ Herbert Warren Solomon
- --------------------------
Notary Public
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EASTCO SAFETY EQUIPMENT INC.
Under Section 805 of the Business Corporation Law.
The undersigned, being the President and Secretary of Eastco Safety
Equipment Inc. hereby certify that:
1. The name of the corporation is Eastco Safety Equipment Inc. The
corporation was originally incorporated under the name Glofane Co. Inc. The name
of the corporation was changed by Certificate of Amendment filed on January 9,
1969 to its present name Eastco Safety Equipment Inc.
2. The Certificate of Incorporation of the corporation was filed by the
Department of State on May 15, 1958. One Certificate of Amendment was filed on
January 9, 1969.
3. Article "FIRST" of the Certificate of Incorporation as amended is hereby
further amended to read as follows:
"FIRST: The name of the corporation is Eastco Industrial Safety
Corporation."
4. The foregoing amendment of the Certificate of Incorporation was
authorized by vote of the holders of a majority of all outstanding shares
entitled to vote thereon at the annual meeting of the shareholders called and
held for such purpose on the 22nd day of December, 1969.
IN WITNESS WHEREOF, the undersigned have hereunto
FILED DECEMBER 31, 1969
signed the Certificate this 22nd day of December, 1969.
/s/ ALAN E. DENSEN
-------------------------
ALAN E. DENSEN, PRESIDENT
/s/ ALEX JANOWITZ
-------------------------
ALEX JANOWITZ, SECRETARY
AFFIRMATION
-----------
Pursuant to Section 104 (d) of the Business Corporation Law, the
undersigned hereby affirms under the penalties of perjury that the statements
contained in the above Certificate are true.
/s/ ALAN E. DENSEN
-------------------------
ALAN E. DENSEN
VERIFICATION OF CERTIFICATE OF AMENDMENT
----------------------------------------
STATE OF NEW YORK )
) SS.:
COUNTY OF NASSAU )
ALEX JANOWITZ, being duly sworn, deposes and says; That he is Secretary of
Eastco Safety Equipment Inc., the corporation named in the foregoing Certificate
of Amendment; that he has read and signed the same; and that the statements
contained therein are true.
/s/ ALEX JANOWITZ
-------------------------
ALEX JANOWITZ
Sworn to before me this /s/ Herbert Warren Solomon
22nd day of December, 1969 Herbert Warren Solomon
NOTARY PUBLIC, State of New York
No. 103587
Qualified Nassau County
Comm. expires March 30, 1970
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EASTCO INDUSTRIAL SAFETY CORP.
Under Section 805 of the Business Corporation Law.
The undersigned, being the holders of all outstanding shares of EASTCO
INDUSTRIAL SAFETY CORP. entitled to vote thereon, certify:
FIRST: The name of the corporation is EASTCO INDUSTRIAL SAFETY CORP.
SECOND: The Certificate of Incorporation of the corporation was filed by
the Department of State on the 15th day of May, 1958 and was thereafter
subsequently amended by Certificate of Amendment filed on January 9, 1969.
THIRD: The Certificate of Incorporation of the corporation is hereby
amended to eliminate preemptive rights.
FOURTH: Article "FOURTEENTH" of the Certificate of Incorporation of the
corporation is hereby added and reads as follows:
"No holder of any shares of stock of the corporation of any
class now or hereafter authorized shall have any
preferential or pre-emptive rights, as such holder, to
purchase, subscribe for or otherwise acquire, any shares of
stock of the corporation of any class, or any securities or
obligations convertible into, or exchangeable for, or any
right, warrant or option to purchase, subscribe for or
otherwise acquire, any shares of stock of the corporation of
any class, which the corporation may at any time hereafter
issue, sell or offer for sale, whether now or hereafter
authorized."
FIFTH: The foregoing amendment to the Certificate of Incorporation was
authorized by the unanimous consent of
the holders of all outstanding shares entitled to vote thereon dated March 5,
1969.
IN WITNESS WHEREOF, the undersigned have hereunto signed
this Certificate this 5th day of March, 1969.
/s/ ALAN DENSEN
-------------------------
ALAN DENSEN
/s/ ALEX JANOWITZ
-------------------------
ALEX JANOWITZ
/s/ CEFERINO NEGRON
-------------------------
CEFERINO NEGRON
/s/ HERBERT W. SOLOMON
-------------------------
HERBERT W. SOLOMON
/s/ EDWARD C. HOROWITZ
-------------------------
EDWARD C. HOROWITZ
STATE OF NEW YORK )
) SS.:
COUNTY OF NASSAU )
ALAN DENSEN, ALEX JANOWITZ, CEFERINO NEGRON, HERBERT WO. SOLOMON and EDWARD
C. HOROWITZ, being duly sworn, depose and say that they are the sole
shareholders of EASTCO INDUSTRIAL SAFETY CORP., the corporation named in the
foregoing Certificate of Amendment; that they have read and signed the same and
that the statements contained therein are true.
/s/ ALAN DENSEN
-------------------------
ALAN DENSEN
Sworn to before me this
5th day of March, 1969 /s/ ALEX JANOWITZ
-------------------------
/s/ Florence Bergmeister ALEX JANOWITZ
Notary Public, State of New York
No. 305229873 /s/ CEFERINO NEGRON
Qualified in Nassau County -------------------------
Commission Expires March 30, 1970 CEFERINO NEGRON
/s/ HERBERT W. SOLOMON
-------------------------
HERBERT W. SOLOMON
/s/ EDWARD C. HOROWITZ
-------------------------
EDWARD C. HOROWITZ
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
Under Section 805 of the Business Corporation Law.
The undersigned, being the President and Secretary of Eastco Industrial
Safety Corp., do hereby certify and set forth:
1. The name of the corporation is EASTCO INDUSTRIAL SAFETY CORP.
2. The date the Certificate of Incorporation of Eastco Industrial Safety
Corp. was filed by the Department of State is the 15th day of May, 1958.
3. The Certificate of Incorporation of Eastco Industrial Safety Corp. is
hereby amended to a) increase the number of shares authorized and b) change the
post office address to which the Secretary of State shall mail a copy of any
process against the corporation served upon him.
4. Article 3 of the Certificate of Incorporation of the corporation is
hereby amended to read as follows:
"The total number of shares that may be issued is two
million, all of which are to be of one class and are to be
one cent par value."
5. Article 5 of the Certificate of Incorporation of the corporation is
hereby amended to read as follows:
"The office of the corporation is to be located in the
Borough of Queens, County of Queens, City and State of New
York and the Secretary of State is designated as agent of
the corporation upon whom process against it may be sent.
The Post Office address to which the Secretary of State
shall mail a copy of any process served upon him is:
"Eastco Industrial Safety Corp.
c/o Hollenberg Levin Marlow & Solomon
170 Old Country Road
Mineola, NY 11501"
FILED APRIL 6, 1979 SECRETARY OF STATE OF NEW YORK.
6. The amendment for Article 3 was authorized by a vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of
shareholders duly called and held, a quorum being present on March 19, 1979. The
amendment for Article 5 was authorized by the Board of Directors at a meeting
duly called and held on March 19, 1979.
IN WITNESS WHEREOF, the parties hereto have signed their names and affirm
that the statements contained herein are true under the penalties of perjury
this 19th day of March, 1979.
/s/ ALAN DENSEN
-------------------------
ALAN DENSEN - PRESIDENT
/s/ ALEX JANOWITZ
-------------------------
ALEX JANOWITZ - SECRETARY
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EASTCO INDUSTRIAL SAFETY CORPORATION
Under Section 805 of the Business Corporation Law.
The undersigned, being the President and Secretary of Eastco Industrial Safety
Corporation, do hereby certify and set forth:
FIRST: The name of the corporation is Eastco Industrial Safety
Corporation.
SECOND: The Certificate of Incorporation of the corporation was filed
by the Department of State on the 15th day of May, 1958, under the name
Glofane Co. Inc.
THIRD: The Certificate of Incorporation of the corporation is hereby
amended to effectuate the following changes: to increase the number of shares
authorized.
FOURTH: Article 3 of the Certificate of Incorporation of the
corporation is hereby amended to read as follows:
"The total number shares that may be issued is 10,000,000,
all of which are to be of one class and are to be one cent
par value."
FIFTH: This amendment of the Certificate of Incorporation was
authorized by the holders of a majority of all outstanding shares entitled to
vote thereon at a meeting of the shareholders duly held on the 10th day of
December, 1987. Said authorization was subsequent to the unanimous vote of the
Board of Directors.
IN WITNESS WHEREOF, the parties have signed their names and affirm
that the statements contained herein are true under the penalties of perjury
this 14th day of December, 1987.
/S/ALAN E. DENSEN
----------------------------
ALAN E. DENSEN - PRESIDENT
/S/MARK J. FREDERICKS
----------------------------
MARK J. FREDERICKS - Secretary
CERTIFICATE OF CHANGE
OF THE
CERTIFICATE OF INCORPORATION
OF
EASTCO INDUSTRIAL SAFETY CORPORATION
Under Section 805-A of the Business Corporation Law.
The undersigned, being the President and Secretary of Eastco Industrial Safety
Corporation, do hereby certify and set forth:
FIRST: The name of the corporation is Eastco Industrial Safety
Corporation.
SECOND: The Certificate of Incorporation of the corporation was filed
by the Department of State on the 15th day of May, 1958, under the name
Glofane Co. Inc.
THIRD: The Certificate of Incorporation of the corporation is hereby
changed to effectuate the following changes: (a) to change the county in which
the office of the corporation is located and (b) to change the post office
address to which the Secretary of State shall mail a copy of any process
against the corporation served upon him.
FOURTH: Article 5 of the Certificate of Incorporation of the
corporation is hereby changed to read as follows:
"The office of the corporation is to be located in the County of
Suffolk, State of New York, and the Secretary of State is designated as
agent of the corporation upon whom process against it may be sent. The
Post Office address to which the Secretary of State shall mail a copy
of any process against the corporation served upon him is:
Eastco Industrial Safety Corporation
c/o Hollenberg Levin Solomon & Ross
585 Stewart Avenue
Garden City, New York 11530"
FIFTH: This change of the Certificate of Incorporation was authorized
by the unanimous vote of the Board of Directors at a meeting duly called and
held on December 14, 1987.
IN WITNESS WHEREOF, the parties have signed their names and
affirm that the statements contained herein are true under the penalties of
perjury this 15th day of December, 1987.
/s ALAN E. DENSEN
----------------------------
ALAN E. DENSEN - PRESIDENT
/s MARK J. FREDERICKS
----------------------------
MARK J. FREDERICKS - SECRETARY
CERTIFICATE OF AMENDMENT
OF
EASTCO INDUSTRIAL SAFETY CORP.
Under Section 805 of the Business Corporation Law
of the State of New York
The undersigned, being the president and the secretary of EASTCO
INDUSTRIAL SAFETY CORP., do hereby certify and set forth:
1. The name of the corporation is EASTCO INDUSTRIAL SAFETY CORP.
2. The date that the certificate of incorporation of the corporation
was filed by the Department of State is the 15th day of May, 1958 under the name
of Glofane Co., Inc.
3. The Certificate of Incorporation is hereby amended to change the
authorized shares from twenty million common shares, par value one cent per
share to twenty million common shares, par value twelve cents per share.
4. Paragraph "3" of the Certificate of Incorporation relating to
authorized shares is hereby amended to read in full as follows:
"3. The total number of shares of stock which the
corporation shall have authority to issue is Twenty
Million (20,000,000) common shares, twelve cents par
value per share."
5. The 9,603,300 issued shares of the Corporation's Common Stock, par
value one cent per share, are hereby changed, on the basis of one
twelve-cents-par share for twelve one-cent-par shares, into 800,275 issued
shares of the Corporation's Common Stock, par value twelve cents per share.
6. The 10,396,700 unissued shares of the Corporation's Common Stock,
par value one cent per share, are hereby changed, on the basis of one and
8803025/10396700ths twelve-cents-par shares for one one-cent-par share, into
19,199,725 unissued
shares of the Corporation's Common Stock, par value twelve cents per share.
7. The manner in which this amendment to the certificate of
incorporation of the corporation was authorized was by the affirmative vote of
the board of directors, followed by the affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of
shareholders.
IN WITNESS WHEREOF, the undersigned have signed this certificate this
21st day of December, 1992, and affirm that the statements made herein are
true under the penalties of perjury.
/s ALAN E. DENSEN
----------------------------
ALAN E. DENSEN
President
/s MARK J. FREDERICKS
----------------------------
MARK J. FREDERICKS
Secretary