EXHIBIT 3(a)
CERTIFICATE OF INCORPORATION
OF
ASTREX, INC.
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, as amended and
supplemented, which is hereinafter referred to as the "General Corporation Law
of Delaware"), hereby certifies that:
FIRST: The name of the corporation (the "Corporation") is Astrex, Inc.
SECOND: The address, including street, number, city, and county of the
registered office of the Corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover, 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
The Prentice - Hall Corporation System, Inc.
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 Delaware.
FOURTH: The Corporation shall be authorized to issue the following shares:
Class Number of Shares Par Value
- ----- ---------------- ---------
Common Stock 5,200,000 $.01
Preferred Stock 200,000 $5.00
FIFTH: The name and the mailing address of the incorporator are as follows:
Name Mailing Address
- ---- ---------------
Michael Harvey 342 Madison Avenue
New York, NY 10173
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The number of directors of the Corporation shall consist of not
less than five
(5) and not more than nine (9) members.
EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the
Corporation under the provisions of 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 the 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 the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the 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 the Corporation, as the case may be, and also on the
Corporation.
NINTH: No director shall be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
Corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware
General Corporation Law, or (4) a transaction from which the director derived an
improper personal benefit, it being the intention of the foregoing provision to
eliminate the liability of the Corporation's directors to the Corporation or its
stockholders to the fullest extent permitted by Section 102(b)(7) of the
Delaware General Corporation Law.
TENTH: The Corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, 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 said section, 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 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: 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 law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of
perjury this 23 day of November, 1992.
/s/ Michael Harvey
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Michael Harvey
Sole Incorporator
Certificate of Amendment of Certificate of Incorporation
of
ASTREX, INC.
It is hereby certified that:
1. The name of the Corporation (hereinafter called the
"corporation") is Astrex, Inc.
2. The certificate of incorporation of the corporation is hereby
amended by striking out Articles Fourth and Seventh thereof and
by substituting in lieu of said Articles the following new
Articles:
" FOURTH: THE CORPORATION SHALL BE AUTHORIZED TO ISSUE THE FOLLOWING
SHARES:
CLASS OF SHARES NUMBER OF SHARES PAR VALUE OF SHARES
COMMON STOCK 15,000,000 $0.01
PREFERRED STOCK, SERIES A 200,000 $5.00
PREFERRED STOCK, SERIES B 10,000,000 $0.01
THE SPECIFIC POWERS, RIGHTS, PREFERENCES, DESIGNATIONS, QUALIFICATIONS,
RESTRICTIONS AND OTHER CHARACTERISTICS OF EACH SERIES OF PREFERRED SHARES SHALL
BE AS DETERMINED BY DUE RESOLUTION OF THE BOARD OF DIRECTORS."
And
"SEVENTH: THE NUMBER OF DIRECTORS OF THE CORPORATION SHALL CONSIST OF NOT
LESS THAN FOUR (4) AND NO MORE THAN NINE (9) MEMBERS."
3. The amendments of the certificate of incorporation herein certified have
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Signed and attested to on August 8, 1997.
/s/ Michael McGuire
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Michael McGuire, President
Attest:
/s/ Irene S. Marcic
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Irene S. Marcic, Secretary
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