RESTATED CERTFICIATE OF INCORPORATION
OF
ROBOCOM SYSTEMS INC.
Under Section 807 of the Business Corporation Law
of the State of New York
The undersigned, being the President and Secretary, respectively, of
Robocom Systems Inc., a New York corporation, hereby certify and sets forth as
follows:
FIRST: That the name of the corporation is Robocom Systems Inc. (the
"Corporation").
SECOND: That the Certificate of Incorporation of the Corporation was
filed with the Department of State of the State of New York on June 23, 1982 and
was amended on October 30, 1995.
THIRD: That the Certificate of Incorporation of the Corporation is
hereby amended as follows:
A. To change the Corporation's corporate purpose.
B. To change the location of the office of the Corporation from
Oyster Bay, County of Nassau, State of New York to County of
Nassau, State of New York.
C. To change the number and classes of the shares of capital
stock that the Corporation is currently authorized to issue from
2,000,000 shares of Common Stock, $.01 value per share (of which
1,967,984 shares are presently issued and outstanding), to
10,000,000 shares of Common Stock, par value $.01 per share, and
1,000,000 shares of Preferred Stock, par value $.01 per share;
and to define the rights of all shares of capital stock of the
Corporation.
D. To change the address to which the Secretary of State of the
State of New York shall mail a copy of any process against the
Corporation which may be served upon him or her.
E. To state that no holder of shares of the Corporation of any
class shall have preemptive rights to acquire shares or other
securities.
F. To limit the personal liability of directors to the extent
permitted by Section 402(b) of the Business Corporation Law of
the State of New York.
G. To indemnify directors and officers to the fullest extent
permitted by Article 7 of the Business Corporation Law of the
State of New York.
Accordingly, the Certificate of Incorporation of the Corporation
is hereby amended to effect the foregoing changes and is hereby
restated as amended to read as herein set forth in full:
1. The name of the Corporation is Robocom Systems Inc.
2. The purpose for which the Corporation is formed is
as follows:
To engage in any lawful act or activity for which
corporations may be formed under the Business
Corporation Law of the State of New York (the
"Business Corporation Law"), provided that the
Corporation is not formed to engage in any act or
activity which requires the consent or approval of
any state official, department, board, agency or any
other body, without such approval or consent first
being obtained. For the accomplishment of the
aforesaid purposes, and in furtherance thereof, the
Corporation shall have and may exercise all of the
powers conferred by the Business Corporation Law upon
corporations formed thereunder, subject to any
limitations contained in Article 2 of said Law or in
accordance with the provisions of any other statute
of the State of New York.
3. The office of the Corporation is to be located in the
County of Nassau, State of New York.
4. The aggregate number of shares of capital stock which
the Corporation shall have authority to issue is
11,000,000, of which 10,000,000 shall be Common Stock,
par value $.01 per share (the "Common Stock"), and
1,000,000 shall be Preferred Stock, par value $.01 per
share (the "Preferred Stock"). The Preferred Stock may
be issued, from time to time, in one or more series with
such designations, preferences and relative
participating optional or other special rights and
qualifications, limitations or restrictions thereof, as
shall be stated in the resolutions adopted by the Board
of Directors providing for the issuance of such
Preferred Stock or series thereof; and the Board of
Directors is hereby expressly vested with authority to
fix such designations, preferences and relative
participating options or other special rights or
qualifications, limitations or restrictions for each
series, including, but not by way of limitation, the
power to determine the redemption and liquidation
preferences, the rate of dividends payable and the time
for and the priority of payment thereof and to determine
whether such dividends shall be
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cumulative or not and to provide for and determine the
terms of conversion of such Preferred Stock or any
series thereof into Common Stock of the Corporation and
fix the voting power, if any, of Preferred Stock or any
series thereof.
5. The Secretary of State of the State of New York is
designated as agent of the Corporation upon whom process
against the Corporation may be served. The address to
which the Secretary of State shall mail a copy of any
such process so served is:
Robocom Systems Inc.
511 Ocean Avenue
Massapequa, New York, 11758
Attention: President
6. No holder of shares of the Corporation of any class,
now or hereafter authorized, shall have any preferential
or preemptive rights to subscribe for, purchase or
receive any shares of the Corporation of any class, now
or hereafter authorized, or any options or warrants for
such shares, or any rights to subscribe to or purchase
such shares, or any securities convertible into or
exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation.
7. A director of the Corporation shall not be liable to
the Corporation or its shareholders for damages for any
breach of duty in such capacity except for liability in
the event a judgment or other final adjudication adverse
to a director establishes that his or her acts or
omissions were in bad faith or involved intentional
misconduct or a knowing violation of law or that the
director personally gained, in fact, a financial profit
or other advantage to which he or she was not legally
entitled or that such director's acts violated Section
719, or its successor, of the Business Corporation Law;
or liability for any act or omission prior to the
adoption of this provision.
8. The Corporation shall indemnify any person to the
fullest extent permitted by the Business Corporation
Law, as amended from time to time, for all amounts
(including, without limitation, judgments, fines,
settlement payments, expenses and attorneys' fees)
incurred or paid in connection with any action, suit,
investigation or proceeding arising out of or relating
to the performance of services by such person acting as
a director or officer of the Corporation, and shall to
the fullest extent permitted by the Business Corporation
Law, as amended from time to time, advance all expenses
incurred or paid by such person in connection with, and
until disposition of any action, suit, investigation or
proceeding arising out of or relating to the performance
of services by such person acting as a director or
officer of the Corporation, and shall, to the fullest
extent permitted by the Business Corporation Law, as
amended from time to time, advance all expenses
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incurred in or paid by such person in connection with,
and until disposition of, any action, suit,
investigation of proceeding arising out of or relating
to the performance of services by such person acting as
a director or officer of the Corporation. The
Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the
Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
FOURTH:The foregoing amendments to, and this restatement of, the
Certificate of Incorporation of the Corporation were authorized by (i) the
unanimous approval of the Board of Directors of the Corporation, followed by
(ii) the unanimous approval of the holders of all outstanding shares of the
Corporation entitled to vote thereon.
IN WITNESS WHEREOF, the undersigned, President and Secretary of the
Corporation, have each executed this Restated Certificate of Incorporation on
May __, 1997, and each hereby affirms, under penalties of perjury, that the
statements contained herein are true.
------------------------------
Irwin Balaban
President
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Secretary
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