CERTIFICATE OF INCORPORATION
OF
INVENCOM ACQUISITION 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" or the "General Corporation Law"), hereby certifies that:
FIRST: The name of the corporation (hereinafter referred to
as the "Corporation") is INVENCOM ACQUISITION CORP.
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808, County of New Castle; and the name of the registered
agent of the Corporation in the State of Delaware is Corporation Service
Company.
THIRD: 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 the State of Delaware.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is one thousand five hundred (1,500)
shares of common stock, par value of $.001 per share.
FIFTH: The name and the mailing address of the incorporator is:
Robert L. Lawrence, Esq.
c/o Kane Kessler, P.C.
1350 Avenue of the Americas, 26th floor
New York, New York 10019
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: 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 any receiver or receivers appointed for this Corporation under Section 279 of
Title 8 of the 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 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 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.
EIGHTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. 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. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the
same meaning to wit, the total number of directors which the
Corporation would have if there were no vacancies. No election
of directors need be by written ballot.
2. After the original or other Bylaws of the
Corporation have been adopted, amended, or repealed, as the
case may be, in accordance with the provisions of Section 109
of the General Corporation Law of the State of Delaware, and,
after the Corporation has received any payment for any of its
stock, the power to adopt, amend, or repeal the Bylaws of the
Corporation may be exercised by the Board of Directors of the
Corporation; provided, however, that any provision for the
classification of Directors of the Corporation for staggered
terms pursuant to the provisions of subsection (d) of Section
141 of the General Corporation Law of the State of Delaware
shall be set forth in an initial Bylaw or in a Bylaw adopted
by the stockholders entitled to vote of the Corporation unless
provisions for such classification shall be set forth in this
Certificate of Incorporation.
3. Whenever the Corporation shall be authorized to
issue only one class of stock, each outstanding share shall
entitle the holder thereof to notice of, and the right to vote
at, any meeting of stockholders. Whenever the Corporation
shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting
power under the provisions of the certificate of incorporation
shall entitle the holder thereof to the right to vote at any
meeting of stockholders except as the provisions of paragraph
(2) of subsection (b) of Section
2
242 of the General Corporation Law of the State of Delaware
shall otherwise require; provided, that no share of any such
class which is otherwise denied voting power shall entitle the
holder thereof to vote upon the increase or decrease in the
number of authorized shares of said class.
NINTH: No director of the Corporation shall have any personal
liability to the Corporation or to any of its stockholders for monetary damages
for breach of fiduciary duty as a director; provided, however, that this
provision eliminating such personal liability of a director 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 or (iv) for any
transaction from which the director derived an improper personal benefit. If the
General Corporation Law is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law as so amended. Any repeal or
modification of this Article NINTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
TENTH: The Corporation shall, to the fullest extent permitted
by the General Corporation Law, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have the power to indemnify under
the General Corporation Law from and against any and all of the expenses,
liabilities or other matters referred to in or covered by the General
Corporation Law, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and 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.
ELEVENTH: From time to time any of the provisions of this
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on September 20, 2001.
/s/ Robert L. Lawrence
----------------------------------
Robert L. Lawrence
Incorporator
3
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
INVENCOM ACQUISITION CORP.
--------------------------
(Under Section 242 of the General Corporation Law)
It is hereby certified that:
1. The name of the corporation is Invencom Acquisition Corp. (hereinafter
referred to as the "Corporation").
2. The Certificate of Incorporation of the Corporation is hereby amended by
striking out Article FIRST thereof and by substituting in lieu of said
Article FIRST the following new Article FIRST:
"FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is "RAMTECH CORP."
3. The amendment of the Certificate of Incorporation herein certified has been
duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Dated: April 23, 2002.
INVENCOM ACQUISITION CORP.
By: /s/ Stephen Croskrey
-----------------------
Name: Stephen Croskrey
Title: President
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF
RAMTECH CORP.
--------------------------
(Under Section 242 of the General Corporation Law)
It is hereby certified that:
1. The name of the corporation is Ramtech Corp. (hereinafter referred to as
the "Corporation"). Its name at the time of the formation of the
corporation was "Invencom Acquisition Corp."
2. The Certificate of Incorporation of the Corporation is hereby amended by
striking out Article FIRST thereof and by substituting in lieu of said
Article FIRST the following new Article FIRST:
"FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is "RAMTECH DEVELOPMENT CORP."
3. The amendment of the Certificate of Incorporation herein certified has been
duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Dated: May 6, 2002.
RAMTECH DEVELOPMENT CORP.
By: /s/ Stephen Croskrey
-----------------------
Name: Stephen Croskrey
Title: President