CERTIFICATE OF INCORPORATION
OF
DICKINSON HOLDING CORP.
FIRST: The name of the corporation is:
DICKINSON HOLDING CORP.
SECOND: The address of the Corporation's registered office
in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of
Dover, County of Kent, 19901. The name of its registered agent at such address
is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the laws
of the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of capital stock which
the Corporation shall have authority to issue is eleven million (11,000,000)
shares, of which ten million (10,000,000) shares shall be Common Stock, par
value $.01 per share, and one million (1,000,000) shares shall be Preferred
Stock, par value $.01 per share.
The Preferred Stock may be issued from time to time in one
or more series. The Board of Directors of the Corporation is hereby expressly
authorized to provide, by resolution or resolutions duly adopted by it prior
to issuance, for the creation of each such series and to fix the designation
and the powers, preferences, rights, qualifications, limitations and
restrictions relating to the shares of each such series. The authority of the
Board of Directors with respect to each series of Preferred Stock shall
include, but not be limited to, determining the following:
(a) the designation of such series, the number of
shares to constitute such series and the stated value if
different from the par value thereof;
(b) whether the shares of such series shall have
voting rights, in addition to any voting rights provided by
law, and, if so, the terms of such voting rights, which may
be general or limited;
(c) the dividends, if any, payable on such series,
whether any such dividends shall be cumulative, and if so,
from what dates, the conditions and dates upon which such
dividends shall be payable, and the preference of relation
which such dividends shall bear to the dividends payable on
any shares of stock of any other class or any other series of
Preferred Stock;
(d) whether the shares of such series shall be
subject to redemption by the Corporation, and, if so, the
times, prices and other conditions of such redemption;
(e) the amount or amounts payable upon shares of
such series upon, and the rights of the holder of such
series in, the voluntary or involuntary liquidation,
dissolution or winding up, or upon any distribution of the
assets, of the Corporation;
(f) whether the shares of such series shall be
subject to the operation of a retirement of sinking fund
and, if so, the extent to and manner in which any such
retirement or sinking fund shall be applied to the purchase
or redemption of the shares of such series for retirement or
other corporate purposes and the terms and provisions
relating to the operation hereof;
2
(g) whether the shares of such series shall be
convertible into, or exchangeable for, shares of stock of
any other class or any other series of Preferred Stock or
any other securities and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if
any, of adjusting the same, and any other terms and
conditions of conversion or exchange;
(h) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding
upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or
shares of stock of any other class or any other series of
Preferred Stock;
(i) the conditions or restrictions, if any, upon
the creation of indebtedness of the Corporation or upon the
issue of any additional stock, including additional shares
of such series or of any other series of Preferred Stock or
of any other class; and
(j) any other powers, preferences and relative,
participating, optional and other special rights, and any
qualifications, limitations and restrictions, thereof. The
powers, preferences and relative, participating, optional
and other special
rights of each series of Preferred Stock, and the qualifications, limitations
or restrictions thereof, if any, may differ from those of any and all other
series at any time outstanding. All shares of any one series of Preferred
Stock shall be identical in all respects with all other shares of such
3
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereof shall be cumulative.
FIFTH: The name and address of the sole incorporator
are as follows:
Name Address
Ralph D. Mosley, Jr. 405 Lexington Avenue
New York, New York 10174
SIXTH: Unless required by law or determined by the chairman
of the meeting to be advisable, the vote by stockholders on any matter,
including the election of directors, need not be by written ballot.
SEVENTH: The Corporation reserves the right to increase or
decrease its authorized capital stock, or any class or series thereof, and to
reclassify the same, and to amend, alter, change or repeal any provision
contained in the Certificate of Incorporation under which the Corporation is
organized or in any amendment thereto, in the manner now or hereafter
prescribed by law, and all rights conferred upon stockholders in said
Certificate of Incorporation or any amendment thereto are granted subject to
the aforementioned reservation.
EIGHTH: The Board of Directors shall have the power at any
time, and from time to time, to adopt, amend and repeal any and all By-laws of
the Corporation.
NINTH: All persons who the Corporation is empowered to
indemnify pursuant to the provisions of Section 145 of the General Corporation
Law of the State of Delaware (or any similar provision or provisions of
applicable law at the time in effect), shall be indemnified by the Corporation
to the full extent permitted thereby. The foregoing right of indemnification
shall not be deemed to be exclusive of any other rights to which those seeking
4
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. No repeal or amendment
of this Article NINTH shall adversely affect any rights of any person pursuant
to this Article NINTH which existed at the time of such repeal or amendment
with respect to acts or omissions occurring prior to such repeal or amendment.
TENTH: No director of the Corporation shall be personally
liable to the Corporation or its stockholders for any monetary damages for
breaches of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director (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 General
Corporation Law of the State of Delaware; or (iv) for any transaction from
which the director derived an improper personal benefit. No repeal or
amendment of this Article TENTH shall adversely affect any rights of any
person pursuant to this Article TENTH which existed at the time of such repeal
or amendment with respect to acts or omissions occurring prior to such repeal
or amendment.
The undersigned incorporator hereby affirms that the
statements made herein are true under penalties of perjury, and is hereby
executing this Certificate of Incorporation this 1st day of February, 1994.
/s/ Ralph D. Mosley, Jr.
------------------------------
Ralph D. Mosley, Jr.
5
CERTIFICATE OF OWNERSHIP AND MERGER
OF
SYNERGISTIC HOLDINGS CORP.
INTO
DICKINSON HOLDING CORP.
- ------------------------------------------------------------------------------
Adopted in accordance with the provisions of
Section 253 of the Delaware General Corporation Law
- ------------------------------------------------------------------------------
DICKINSON HOLDING CORP., a Delaware corporation, desiring to
merge with SYNERGISTIC HOLDINGS CORP., a Delaware corporation, pursuant to the
provisions of Section 253 of the Delaware General Corporation Law, hereby
certifies as follows:
1. DICKINSON HOLDING CORP. is a corporation formed under
the laws of the State of Delaware (the "Corporation").
2. The Corporation is the owner of all of the outstanding
shares of each class of stock of SYNERGISTIC HOLDINGS CORP., a corporation
formed under the laws of the State of Delaware (the "Subsidiary").
3. On October 18, 1995, the Board of Directors of the
Corporation adopted the following resolutions to merge the Subsidiary into the
Corporation:
"WHEREAS, the Corporation owns 100% of the issued and
outstanding common stock of SYNERGISTIC HOLDINGS CORP., a Delaware corporation
(the "Subsidiary"); and
WHEREAS, it is in the best interests of the Corporation to
enter into an Agreement and Plan of Merger with the Subsidiary providing for
the merger of the Subsidiary with and into the Corporation in order that all
the estate, property, rights, privileges and franchises of the Subsidiary
shall vest in and be possessed by the Corporation;
NOW, THEREFORE, be it:
RESOLVED, that the Board of Directors of the
Corporation hereby approves and adopts the following Plan of
Merger (the "Plan") between the Corporation and the
Subsidiary:
1. The name of the corporation proposing to merge is
SYNERGISTIC HOLDINGS CORP. (the "Subsidiary") and the name
of the surviving corporation is DICKINSON HOLDING CORP.
("Dickinson").
2. The Subsidiary shall merge into Dickinson and upon the
effective date of such merger the Subsidiary shall cease to
exist and shall no longer exercise its powers, privileges
and franchises subject to the laws of the State of Delaware.
Dickinson shall succeed to the property and assets of and
exercise all the powers, privileges and franchises of the
Subsidiary and shall assume and be liable for all of the
debts and liabilities, if any, of the Subsidiary.
3. The shares of the Subsidiary shall not be converted as a
result of the merger, but shall be cancelled, and the
authorized capital stock of Dickinson shall be and remain
the same as before the merger.
4. The Certificate of Incorporation of Dickinson shall be
amended to change the name of Dickinson to SYNERGISTIC
HOLDINGS CORP.
upon the effective date of the merger.
RESOLVED, that the President of the Corporation
is hereby authorized to execute, in the name of the
Corporation, a Certificate of Ownership and Merger, and to
file such Certificate in the Office of the Secretary of
State of the State of Delaware, and to do all the other acts
and things that may be necessary to carry out and effectuate
the purpose of these resolutions."
2
IN WITNESS WHEREOF, DICKINSON HOLDING CORP. has caused
this Certificate to be executed by its President thereunto duly authorized this
18th day of October, 1995.
DICKINSON HOLDING CORP.
(a Delaware corporation)
By: ________________________
Name:
Title: President
3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SYNERGISTIC HOLDINGS CORP.
Synergistic Holdings Corp., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by a
unanimous vote, filed in the minutes of a meeting of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED, that subject to the approval of the stockholders
of the Corporation, Article First of the Certificate of
Incorporation of the Corporation be amended to read in its
entirety as follows:
"Article First: The name of the Corporation is Salex
Holding Corporation."
SECOND: That thereafter, pursuant to a resolution of the
Corporation's Board of Directors, an annual meeting of the stockholders of the
Corporation was duly called and held, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by statute were voted in favor of
the foregoing amendment.
THIRD: That said amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by Salvatore Crimi, its Chief Executive Officer, this
26th day of January 1998.
Synergistic Holdings Corp.
By: /s/ Salvatore Crimi
---------------------------------------
Name: Salvatore Crimi
Title: Chief Executive Officer
CERITICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SYNERGISTIC HOLDINGS CORP.
Synergistic Holdings Corp., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by a
unanimous vote, filed in the mintes of a meeting of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED, that subject to the approval of the
stockholders of the Corporation, the First
paragraph of Aricle Fourth of the Certificate of
Incorporation be amended to read in its entirety as
follows:
"FOURTH: The total number of shares of
capital stock which the Corporation shall have
authority to issue is forty million (40,000,000)
shares, of which thrity-nine million (39,000,000)
shares shall be Common Stock, par value $.01 per
share and one million (1,000,000) shares shall be
Preferred Stock, par vale $.01 per share.
THIRD: That thereafter, pursuant to a resolution of the
Corporation's Board of Directors, an annual meeting of the stockholders of the
Corproation was duly called and held, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by statute were voted in favor of
the foregoing amendment.
FOURTH: That said amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by Persing Sun, its Senior Vice President and Chief
Information Officer on this 7th day of January 1998.
SYNERGISTIC HOLDINGS CORP.
By: /s/ Pershing Sun
----------------------------------------
Name: Pershing Sun
Title: Senior Vice President and
Chief Information Officer
2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SALEX HOLDING CORPORATION
INTO
SYNERGISTIC HOLDINGS CORP.
* * * * * *
Synergistic Holdings Corp., a corporation organized and
existing under and by virtue of the and by virtue of the General Corporation
Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Corporation is a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware.
SECOND: That the Corporation owns all of the outstanding
shares of stock of Salex Holding Corporation (the "Subsidiary"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware.
THIRD: That the Board of Directors of the Corporation (the
"Board"), by unanimous written consent of the members of the Board, filed with
the minutes of the Board, adopted the following resolutions to merge the
Subsidiary into the Corporation:
RESOLVED, that Salex Holding Corporation
("Subsidiary") shall merge into Synergistic Holdings Corp.
(the "Corporation"), and upon the effective date of such
merger the Corporation shall assume all of the obligations
of the Subsidiary;
RESOLVED, that the merger shall be effective upon
the date of filing with the Secretary of State of the State
of Delaware; and
RESOLVED, that the Chief Executive Officer of the
Corporation is hereby authorized to execute, in the name of
the Corporation, a Certificate of Ownership and Merger, and
to file such Certificate in the Office of the Secretary of
State of the State of Delaware, and to do all the other acts
and things that may be necessary to carry out and effectuate
the purpose of these resolutions.
FOURTH: Anything herein or elsewhere to the contrary
notwithstanding, this merger may be amended or terminated and abandoned by the
Board at any time prior to the date of filing the merger with the Secretary of
State of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this
certificate to be signed by its Chief Executive Officer this 26th day of
January, 1998.
By: /s/ Salvatore Crimi
------------------------------------
Name: Salvatore Crimi
Title: Chief Executive Officer
2