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EXHIBIT 3.13
ARTICLES OF INCORPORATION
OF IBICO INC., AS AMENDED
STATE OF ILLINOIS, COOK COUNTY
To JOHN W. LEWIS, Secretary of State:
The undersigned
Name Number Street Address/City State
- ---- ------ ------ ------------ -----
J.J. Murphy 208 South LaSalle Street, Chicago, Illinois 60604
A. P. Polizzi 208 South LaSalle Street, Chicago, Illinois 60604
R. D. Runo 208 South LaSalle Street, Chicago, Illinois 60604
being on one or more natural persons of the age of twenty-one years or more or
a corporation, and having subscribed to shares of the corporation to be
organized pursuant hereto, for the purpose of forming a corporation under "The
Business Corporation Act" of the State of Illinois, do hereby adopt the
following Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: IBICO INC.
ARTICLE TWO
The address of its initial registered office in the State of Illinois is: 208
South LaSalle Street, in the City of Chicago (Zip Code (60604)) County of Cook
and the name of its initial Registered Agent at said address is: CT Corporation
System.
ARTICLE THREE
The duration of the corporation is: perpetual.
ARTICLE FOUR
The purpose or purposes for which the corporation in organized are:
To do a general mercantile and manufacturing business and to do anything and
everything incidental thereto.
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To sell plastic bindings and equipment, calculators, and typewriters, and to
provide services in relation thereto; to sell watches and to provide repair
services and general services in relation thereto.
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is
authorized to issue is 100,000 divided into one class. The designation of each
class, the number of shares of each class, and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value are as follows:
Series Number of Par value per share or statement that shares
Class (If any) Shares are without par value
Common -- 100,000 $1.00
PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and
the special or relative rights in respect of the shares of each class are: None
ARTICLE SIX
The Class and number of shares which the corporation proposes to issue without
further report to the Secretary of State, and the consideration (expressed in
dollars) to be received by the corporation therefor, are:
Class of shares Number of shares Total consideration to be
received therefor:
Common 10,000 $10,000.00
ARTICLE SEVEN
The corporation will not commence business until at least one thousand dollars
has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the shareholders
is: three (3)
ARTICLE NINE
PARAGRAPH 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $___________________
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PARAGRAPH 2: It is estimated that the value of the property to be located
within the State of Illinois during the following year will be $________________
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $_______________
PARAGRAPH 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $_________________________
Note: If all the property of the corporation is to be located in this State
and all of its business is to be transacted at or from places of business in
this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in surplus, then the
information called for in Article Nine need not be stated. THE INCORPORATORS
ELECT TO PAY THE INITIAL FRANCHISE TAX ON THE BASIS OF THE ENTIRE STATED
CAPITAL AND PAID-IN SURPLUS.
ARTICLE TEN
The power to amend shall be in the shareholders at annual or
special meeting of the shareholders, and in addition thereto the by-laws may be
amended by the board of directors in accordance with the special notice as
provided in the by-laws.
/s/ J.J. MURPHY
- ------------------------------
J. J. Murphy, Incorporator
/s/ A. P. POLIZZI
- ------------------------------
A. P. Polizzi, Incorporator
/s/ R. D. RUNO
- ------------------------------
R. D. Runo, Incorporator
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS
Cook County } SS.
I, Howard L. Rosenberg, a Notary Public, do hereby certify that
on the 15th day of May, 1975 J.J. Murphy, A.P. Polizzi and R. D. Runo
personally appeared before me and being first duly sworn by me acknowledged the
signing of the foregoing document in the respective capacities therein set
forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day
and year written.
/s/ HOWARD L. ROSENBERG
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(NOTARIAL SEAL) Notary Public
Howard L. Rosenberg
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
IBICO
To ALAN J. DIXON
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: IBICO INC.
ARTICLE SECOND: The following amendment or amendments were
adopted in the manner prescribed by "The Business Corporation Act" of the State
of Illinois:
RESOLVED, that the Articles of Incorporation be amended so as to
increase the authorized issuance of common shares to 300,000, with a par value
of $1.00; and
BE IT FURTHER RESOLVED, that ARTICLE FIVE of the Articles of
Incorporation be amended and changed so as to read as follows;
ARTICLE FIVE
Paragraph 1. The aggregate number of shares which the corporation is
authorized to issue is 300,000 divided into one class. The designation of each
class, the number of shares of each class, and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value are as follows:
Series Number of Par Value per share or statement that
Class (If any) Shares shares are without value
- --------- ---------- -------- -------------------------------------
Common -- 300,000 $1.00
ARTICLE THIRD: The number of shares of the corporation outstanding at the time
of the adoption of said amendment or amendments was 100,000; and the number of
shares of each class entitled to vote as a class on the adoption of said
amendment or amendments and the designation of each such class were as follows:
[BLANK]
Note: On the date of adoption of the amendment an additional no shares were
held in treasury and not entitled to vote.
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ARTICLE FOURTH: The number of shares voted for said amendment or amendments was
100,000; and the number of shares voted against said amendment or amendments was
0. The number of shares or each class entitled to vote as a class voted for and
against said amendments or amendments, respectively, was:
CLASS NUMBER OF SHARES VOTED
Common FOR AGAINST
100,000 None
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its President, and its corporate seal
to be hereto affixed, attested by its Secretary, this 22nd day of January,
1980.
IBICO INC.
By /s/ THEO WOLFENSBERGER
---------------------------
(CORPORATE SEAL) Its President
STATE OF ILLINOIS
------------------- SS.
COUNTY OF COOK
-------------------
I, Patricia A. Malinowski, a Notary Public, do hereby certify that on
the 22nd day of January, 1980, Theo Wolfensberger personally appeared before me
and, being first duly sworn by me, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ PATRICIA A. MALINOWSKI
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Notary Public
(NOTARIAL SEAL)
* * * * * *
ARTICLES OF AMENDMENT
Pursuant to the provision of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
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ARTICLE ONE The name of the corporation is Ibico Inc. .
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on March 21, 1991 in the manner of indicated below.
By the shareholders, in accordance with Section 10.20 and 7.10, a
resolution of the board of directors have been duly adopted and
submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this
amendment.
Resolution
INCREASE IN AUTHORIZED SHARES;
AMENDMENT TO ARTICLE FIVE OF ARTICLES OF INCORPORATION
RESOLVED, that the number of shares which the corporation is
authorized to issue is hereby increased from 300,000 to 3,000,000, all of which
shall be common shares at $1 par value each.
FURTHER RESOLVED, that Article Five of the Articles of
Incorporation be deleted in its entirety and in lieu thereof said article shall
read as follows:
ARTICLE FIVE
Paragraph 1. The aggregate number of shares which the corporation is
authorized to issue is 3,000,000. The designation of each class
and the number of shares of each class and the par value, if any,
of the shares of each class, or a statement that the shares of
each class are without par value are as follows:
Class No. of Shares Par Value Per Share
- ----- ------------- -------------------
Common 3,000,000 $1.00
Paragraph 2. The preferences, qualifications, limitations, restrictions and
the special or relative rights in respect of the shares of each
class are: None.
ARTICLE THREE The manner in which any exchange, reclassification or
cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued
shares of that class, provided for or effected by this
amendment, is as follows: No Change
ARTICLE FOUR (a) The manner in which said amendment effects a change in
the amount of paid-in capital (Paid-in capital replaces the
term Stated Capital and Paid in surplus and is equal to the
total of these accounts) in as follows: No Change
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(b) The amount of paid-in capital (Paid in Capital replaces
the terms Stated Capital and Paid in Surplus and is equal to
the total of these accounts) as changed by this amendment is
as follows: No Change
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated March 29, 1991 Ibico Inc.
attested by /s/ MARSHAL I. McMAHON, JR. /s/ RICHARD O. DILL
-------------------------- ---------------------------------
(Signature of Secretary or (Signature of President or Vice
Assistant Secretary) President)
Marshal I. McMahon, Jr. Richard O. Dill
* * * * * *
ARTICLES OF AMENDMENT
1. CORPORATE NAME: Ibico Inc.
2. MANNER OF ADOPTION:
The following amendment of the Articles of Incorporation was adopted on
June 7, 1994 in the manner indicated below.
By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
Resolution
INCREASE IN AUTHORIZED SHARES
AMENDMENT TO ARTICLE FIVE OF ARTICLES OF INCORPORATION
RESOLVED, that the number of shares which the corporation is
authorized to issue is hereby increased from 3,000,000 to 10,000,000, all of
which shall be common shares at $1 par value each.
FURTHER RESOLVED, that Article Five of the Articles of
Incorporation be deleted in its entirety and in lieu thereof said article shall
read as follows:
ARTICLE FIVE
Paragraph 1. The aggregate number of shares which the corporation is
authorized to issue is 10,000,000. The designation of each class
and the number of shares of each class and the par value, if any,
of the shares of each class, or a statement that the shares of
each class are without par value are as follows:
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Class No. of Shares Par Value Per Share
----- ------------- -------------------
Common 10,00,000 $1.00
Paragraph 2. The preferences, qualifications, limitations, restrictions and
the special or relative rights in respect of the shares of each
class are: None.
3. The manner in which any exchange, reclassification of issued shares, or
a reduction of the number of authorized shares of any class below the
number of issued shares if that class, provided for or effected by this
amendment, is as follows: No Change
4. (a) manner in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and
Paid-in Surplus and is equal to the total of these account) is as
follows: No Change
(b) The amount of paid-in capital (Paid-in capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: No Change
5. The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affairs, under penalties or
perjury, that the facts stated herein are true.
Dated June 13, 1994 Ibico Inc.
attested by /s/ MARSHAL I. McMAHON, JR. /s/ RICHARD O. DILL
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(Signature of Secretary or (Signature of President or Vice
Assistant Secretary) President)
Marshal I. McMahon, Jr. Richard O. Dill