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EXHIBIT 3.1(l)
CERTIFICATE OF INCORPORATION
OF
USBC CAPITAL CORP.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts amendatory thereof and supplemental thereto, and known,
identified and referred to as the "General Corporation Law of the State of
Delaware") hereby certifies that:
FIRST: The name of this Corporation (hereinafter call the
"Corporation") is USBC Capital Corp.
SECOND: The address, including street, number, city and
county, of the registered office of the Corporation in the State of Delaware is
National Corporate Research, Ltd., 9 East Loockerman St., City of Dover, County
of Kent, Delaware, 19901; and the name of the registered agent of the
Corporation in the State of Delaware at such address is National Corporate
Research, Ltd.
THIRD: The nature of the business and of the purposes to be
conducted and promoted by the Corporation are
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to conduct any lawful business, to promote any lawful purpose, and to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is three thousand (3,000) shares, all
of which are of a par value of $0.01 per share each, and all of which are of one
class and are designated as Common Stock.
FIFTH: The name and mailing address of the incorporator are as
follows: Harvey J. Kesner, 51 West 52nd Street, New York, NY 10019, c/o United
States Banknote Corporation.
SIXTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this 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 this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this 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 this Corporation
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under the provisions of Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors of class of creditors, and/or of the stockholders or
class of stockholders, of this 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 stockholder, of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a 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 this Corporation, as the case may be, and also on this
Corporation.
SEVENTH: The original By-Laws of the Corporation shall be
adopted by the incorporator. Thereafter, the power to make, alter, or repeal the
By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors.
EIGHTH: To the fullest extent that the General Corporation Law
of the State of Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits
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the limitation or elimination of the liability of directors, no director of this
Corporation shall be personally liable to this Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. Notwithstanding
the foregoing, a director shall be liable to the extent provided by applicable
law (1) for any breach of the directors' duty of loyalty to the Corporation or
its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under section 174 of
the General Corporation Law of the State of Delaware, (4) for any transaction
from which the director derived any improper personal benefit. Neither the
amendment or repeal of this Article, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article shall adversely
affect any right or protection of a director of the Corporation existing at the
time of such amendment or repeal.
NINTH: The Corporation shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, or by any successor thereto, indemnify any
and all persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters referred
to in or covered by
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said section. The Corporation shall advance expenses to the fullest extent
permitted by said section. Such right to indemnification and advancement of
expenses 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 a person. The indemnification and advancement of expenses
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise.
Executed at New York, New York on June 27, 1994.
/s/ Harvey J. Kesner
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Harvey J. Kesner,
Incorporator
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