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EXHIBIT 3.13
CERTIFICATE OF INCORPORATION
OF
PRISS PRINTS ACQUISITION CORP.
I.
The name of this Corporation shall be:
PRISS PRINTS ACQUISITION CORP.
II.
The address of the registered office of the Corporation in the State of
Delaware is 229 South State Street, in the City of Dover, County of Kent, and
the name of the registered agent at that address is The Prentice-Hall
Corporation System, Inc.
III.
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
IV.
(a) The Corporation is authorized to issue two classes of stock
designated "Preferred Stock" and "Common Stock", respectively. The total number
of shares of Preferred Stock authorized to be issued is one hundred (100) and
each such share shall have a par value of ten cents ($.10). The total number of
shares of Common Stock authorized to be issued is one hundred (100) and each
such share shall have a par value of ten cents ($.10).
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized, by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or restrictions
thereof, including but not limited to the fixing or alteration of the
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price
or prices, and the liquidation preferences of any wholly unissued series of
shares of Preferred Stock, or any of them; and to increase or decrease the
number of shares of any series subsequent to the
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issue of the shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing the number
of share of such series.
V.
The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed by, or in
the manner provided in, the Bylaws of the Corporation.
VI.
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal,
alter, amend and rescind the Bylaws of the Corporation.
VII.
Election of directors at an annual or special meeting of shareholders
need not be by written ballot unless the Bylaws of the Corporation shall so
provide.
VIII.
Special meetings of the shareholders of the Corporation for any purpose
or purposes may be called at any time by the Board of Directors or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as provided in a resolution of the
Board of Directors or in the Bylaws of the Corporation, include the power to
call such meetings, but such special meetings may not be called by any other
person or persons; provided, however, that if and to the extent that any
special meeting of stockholders may be called by any other person or persons
specified in any provisions of the Certificate of Incorporation or any
amendment thereto or any certificate filed under Section 151(g) of the General
Corporation Law of Delaware (or its successor statute as in effect from time to
time hereunder), then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so specified.
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IX.
A Director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a Director;
provided that this sentence shall not eliminate or limit the liability of a
Director (i) for any breach of his 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 the law, (iii) under Section
174 of the General Corporation Law, or (iv) for any transaction from which the
Director derives an improper personal benefit. This Article IX shall not
eliminate or limit the liability of a Director for any act or omission
occurring prior to the date when this Article IX becomes effective.
X.
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
XI.
The name and mailing address of the incorporator of the Corporation is:
Andrea E. Fish, Esq.
Paul, Hastings, Janofsky & Walker
1299 Ocean Avenue, 5th Floor
Santa Monica, California 90401
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware and in pursuance of the General Corporation Law of Delaware,
does make and file this Certificate, hereby declaring and certifying that the
facts herein stated are true, and accordingly has hereunto set her hand this
18th day of September, 1986.
/s/ ANDREA E. FISH
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Andrea E. Fish, Incorporator
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