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EXHIBIT 3.21
CERTIFICATE OF INCORPORATION
OF
VELOBIND, INCORPORATED
1. The name of the corporation is VeloBind, Incorporated (the
"Corporation").
2. The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
3. The nature of the business of the Corporation and the objects or
purposes to be transacted, promoted or carried on by it are as follows: To
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
4. The total number of shares of all classes of stock that the
Corporation is authorized to issue is twenty million (20,000,000) shares,
consisting of fifteen million (15,000,000) shares of Common Stock with a par
value of fifty cents ($.50) per share and five million (5,000,000) shares of
Preferred Stock with a par value of fifty cents ($.50) per share. The Preferred
Stock may be issued in one or more series, and the Board of Directors of the
Corporation is expressly authorized (i) to fix the designations, powers,
preferences, rights, qualifications, limitations, and restrictions with respect
to any series of Preferred Stock and (ii) to specify the number of shares of any
series of Preferred Stock.
5. The name and mailing address of the incorporator are as follows:
Hilary E. O'Brien
Morrison & Foerster
345 California Street
San Francisco, California 94104
6. The Board of Directors is expressly authorized to make, alter, amend
or repeal the bylaws of the Corporation.
7. Elections of directors need not be by written ballot unless the
bylaws of the Corporation shall so provide.
8. To the fullest extent permitted by Delaware statutory or decisional
law, as amended or interpreted, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director. This Articles 8 does not affect the
availability of equitable remedies for breach of fiduciary duties. Neither any
amendment or repeal of this Article 8, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with the Article 8, shall eliminate or
reduce the effect of this Article 8
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in respect of any matter occurring, or any cause of action, suit or claim that,
but for this Article 8, would accrue or arise, prior to such amendment, repeal
or adoption of an inconsistent provision.
9. 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 of 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 under the provisions of Section 279 of Title 8 of Delaware
Code, order a meeting of the creditors or 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 stockholders 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
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.
10. Advance notice of new business and stockholder nominations for, and
cumulative voting in, the election of directors shall be given in the manner and
to the extent provided in the bylaws of the Corporation.
11. The following provision is interested for the regulation and
conduct of the business and affairs of the Corporation and is in furtherance,
and not in limitation or exclusion, of any powers conferred upon it by statute.
In all elections of directors each shareholder shall be entitled to as
many votes as shall equal the number of shares held by the shareholder
multiplied by the number of directors to be elected, and he or she may cast all
of such votes for a single director or may distribute them among the number to
be voted for, or any two or more of them, as he or she may see fit, which right,
when exercised, shall be termed "cumulative voting."
12. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring any certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hands this 6th day of June, 1998.
/s/ HILARY E. O'BRIEN
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* * * * * *
CERTIFICATE OF MERGER
OF
GBC ACQUISITION CORPORATION
(a Delaware corporation)
INTO
VELOBIND, INCORPORATED
(a Delaware corporation)
*************
The undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger (the "Merger") is as follows:
STATE OF
NAME INCORPORATION
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GBC Acquisition Corporation Delaware
VeloBind, Incorporated Delaware
SECOND: That an Agreement of Merger between the parties to the
Merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of
subsection (c) of section 251 of the General Corporation Law of the State of
Delaware.
THIRD: That VeloBind, Incorporated shall be the surviving
corporation.
FOURTH: That the amendments of the Certificate of
Incorporation of VeloBind, Incorporated to be effected by the Merger are as
follows;
1. Article Two is amended in its entirety to read as follows:
2. The address of Corporation's registered
office in the State of Delaware is 32 Loockerman
Square, Suite L-100, in the City of Dover,
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Delaware, County of Kent. The name of its registered
agent at such address in The Prentice-Hall
Corporation System, Inc.
2. Article 4 is amended in its entirety to read as follows:
4. The total number of shares of stock which
the Corporation shall have authority to issue is 100,
all of which shares shall be common stock, $.50 par
value per share.
3. Article 11 is deleted in its entirety.
4. Article 12 is redesignated Article 11.
FIFTH: That the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of said
principal place of business is One GBC Plaza, Northbrook, Illinois 60062.
SIXTH: That a copy of the Agreement of Merger will be
furnished on request and without cost to any stockholder of any constituent
corporation.
Dated: [FILED November 1, 1991] VELOBIND, INCORPORATED
a Delaware corporation
By: /s/ CARL J. SWENSON
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Name: Carl J. Swenson
Title: President and Chief
Executive Officer
ATTEST:
By: /s/ GRANT E. ROLLIN
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Name: Grant E. Rollin
Title: Secretary
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