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EXHIBIT 3.13
FILED
APRIL 15, 1988 9AM
[ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
TS Printing, Inc.
I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:
FIRST: The name of the corporation (hereinafter called the "Corporation")
is TS Printing, Inc.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 229 South State Street, City of Dover, County of Kent. The name of
the Corporation's registered agent 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: (1) COMMON STOCK. The total number of shares of Common Stock which
the Corporation shall have authority to issue is one thousand (1,000), and all
such shares shall be of the par value of one cent ($0.01) per share.
(a) IDENTICAL RIGHTS. All outstanding shares of Common Stock shall be
identical and shall entitle the holders thereof to the same powers, privileges
and rights and shall be subject to the same qualifications, limitations and
restrictions. The holders of Common Stock shall have no preemptive or
preferential rights of subscription to any shares of any class of capital stock
of the Corporation.
(b) DIVIDENDS AND DISTRIBUTION. When and as dividends or distributions are
declared on outstanding shares of Common Stock, whether payable in cash, in
property or in securities of the Corporation (other than shares of Common
Stock), the holders of outstanding shares of Common Stock shall be entitled to
share equally, share for share, in such dividends and distributions.
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(c) LIQUIDATION. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of outstanding shares
of Common Stock shall be entitled to share equally, share for share, in the
assets of the Corporation to be distributed among the holders of shares of the
Common Stock.
(d) VOTING RIGHTS. The holders of outstanding shares of Common stock shall
have the right to vote on all matters on which stockholders generally are
entitled to vote. On matters with respect to which the holders of outstanding
shares of Common Stock shall be entitled to vote, holders shall each be entitled
to one vote per share.
(2) PREFERRED STOCK. The total number of shares of preferred stock which
the Corporation shall have authority to issue is one thousand (1,000), and all
such shares shall have a par value of one cent ($0.01) per share. The Board of
Directors shall establish by resolution the powers, privileges, preferences and
rights, and the qualifications, limitations or restrictions thereof, in respect
of any issue of preferred stock.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: The name and mailing address of the incorporator is:
Caroline H. Little
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036
SEVENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation. Election of directors
need not be by written consent unless the By-Laws of the Corporation shall so
provide.
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NINTH: 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 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 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 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.
TENTH: (1) Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigation (hereinafter a
"proceeding"), by reason of the fact: (i) that he or she is or was a director or
officer of the Corporation, or (ii) that he or she, being at the time a director
or officer of the Corporation is or was serving at the request of the
Corporation as a director, trustee, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (collectively,
"another enterprise"), whether either in case (i) or case (ii) the basis of such
proceeding is alleged action or inaction (a) in an official capacity as a
director or officer of the Corporation, or as a director, trustee, officer,
employee or agent of such other enterprise, or (b) in any other capacity related
to the Corporation or such other enterprise while so serving as a director,
trustee, officer, employee or agent, shall be
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indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expenses, liability and loss
(including without limitation attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such person in connection therewith. The persons indemnified by this
paragraph (1) of this Article TENTH are hereinafter referred to as
"indemnitees." Such indemnification as to such alleged action or inaction shall
continue as to an indemnitee who has after such alleged action or inaction
ceased to be a director or officer of the Corporation, or director, officer,
employee or agent of such other enterprise; and shall inure to the benefit of
the indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that,
except as provided in paragraph (2) of this Article TENTH with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or portion
thereof) initiated by such indemnitee only if such proceeding (or portion
thereof) was authorized by the Board of Directors. The right to indemnification
conferred in this Article TENTH (a) shall be a contract right; (b) shall not be
affected adversely to any indemnitee by any amendment of this Certificate of
Incorporation with respect to any action or inaction occurring prior to such
amendment; and (c) shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses") PROVIDED, HOWEVER, that,
if and to the extent the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article TENTH or otherwise.
(2) If a claim under paragraph (1) of this Article TENTH is not paid in
full by the Corporation within sixty days after it has been received in writing
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by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses only upon
a final adjudication that, the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law. Neither the failure
of the Corporation (including the Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including the Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to have or retain such advancement of expenses,
under this Article TENTH or otherwise, shall be on the Corporation.
(3) The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, this Certificate of
Incorporation, the By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.
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(4) The Corporation may maintain insurance, at its expense, to protect
itself and any director, trustee, officer, employee or agent of the Corporation
or another enterprise (as defined in paragraph (1) of this Article TENTH)
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
(5) The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and to the advancement of
expenses, to any employee or agent of the Corporation (or any person serving at
the Corporation's request as a director, trustee, officer, employee, or agent of
another enterprise) or to persons who are or were a director, officer, employee
or agent of a constituent corporation absorbed by the Corporation in a
consolidation or merger or who is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
enterprise, in each case as determined by the Board, to the fullest extent of
the provisions of this Article TENTH in cases of the indemnification and
advancement of expenses of directors and officers of the Corporation, or to any
lesser extent (or greater extent, if permitted by law) determined by the Board
of Directors.
ELEVENTH: The business and affairs of the Corporation shall be managed by
its Board of Directors, which may exercise all the powers of the Corporation and
do all such lawful acts and things that are not conferred upon or reserved to
the stockholders by law, by this Certificate of Incorporation or by the By-Laws
of the Corporation.
TWELFTH: The private property of the stockholders of the Corporation shall
not be subject to the payment of corporate debts to any extent whatsoever.
THIRTEENTH: Any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, nay be taken without a
meeting and without a vote, upon not less than 10 days' prior notice to each
stockholder of record if consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
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at a meeting at which all shares entitled to vote thereon were present and
voted; PROVIDED, HOWEVER, that no such prior notice shall be required in the
case of any such consent signed by all of the holders of stock entitled to vote
on the matter.
FOURTEENTH: A director of the Corporation shall, to the maximum extent
permitted by the laws of Delaware, have no personal liability to the Corporation
or its stockholders for monetary damages for breach of a fiduciary duty as a
director, provided that this Article FOURTEENTH shall not eliminate or reduce
the liability of a director in any case where such elimination or reduction is
not permitted by law.
FIFTEENTH: The Board of Directors of the Corporation shall have power to
make, alter or amend By-Laws of the Corporation.
SIXTEENTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, 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
now or hereafter prescribed by law; and all rights, preferences and privileges
or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its preset form or as hereafter amended are granted subject to
the right reserved in this Article.
IN WITNESS WHEREOF, I, the undersigned, being the incorporator named, do
hereby execute this Certificate of Incorporation this 14th day of April, 1988.
/s/ CAROLINE H. LITTLE
----------------------------------------
Caroline H. Little
FILED
AUG 9, 1988 9AM
[ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TS PRINTING, Inc.
TS Printing, Inc., a corporation organized and existing under and by virtue
or the General Corporation Law of the State of Delaware, does hereby certify:
First: That the board of directors of said corporation, acting by written
consent in accordance with section 141(f) of the General Corporation Law of the
state of Delaware, adopted a resolution proposing and declaring advisable the
following amendment to the certificate of incorporation of said corporation:
RESOLVED, that the certificate of incorporation of the corporation be
amended by changing Section One, thereof so that, as amended, said Section
One shall be and read as follows:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is Comprint, Inc.
Second: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of section 228 of the General Corporation Law of the state of
Delaware, and said written consent was filed with the corporation.
Third: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of title 8 of the Delaware Code of
1953.
Fourth: That the capital of said corporation will not be reduced under or
by reason of said amendment.
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In witness whereof, TS Printing, Inc. has caused this Certificate to be
signed by J. Douglas Creighton, its President and attested to by Trudy Eagan,
its Secretary, this 8th day of August 1988.
By: /s/ J. DOUGLAS CREIGHTON
----------------------------------------
[SEAL]
Attest: /s/ TRUDY EAGAN
------------------------
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 06/28/1996
960192224 - 2157881
COMPRINT, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
COMPRINT, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY AS FOLLOWS:
FIRST: The Board of Directors of the Corporation, by unanimous written
consent, in accordance with Section 141(f) of the General Corporation
Law of the State of Delaware, duly adopted a resolution in accordance
with Section 242 of the General Corporation Law of the State of
Delaware proposing an amendment of the Certificate of Incorporation of
the Corporation. The resolution setting forth the amendment is as
follows:
RESOLVED: That the Board of Directors hereby recommends to the
sole stockholder of the Corporation that Article First
of the Certificate of Incorporation of the Corporation
be amended so that it now shall read:
FIRST: The name of the corporation (hereinafter
called the "Corporation") is TS Printing, Inc.
SECOND: The sole stockholder of the Corporation, by written consent, approved
said amendment in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: The aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, COMPRINT, INC., has caused this
Certificate of Amendment of Certificate of Incorporation to be executed on its
behalf by its Chairman and attested by its Secretary as of this 13th day of
----
March, 1996.
COMPRINT, INC,
By: /s/ PAUL V. GODFREY
----------------------------------------
Paul V. Godfrey
Chairman
Attest: /s/ TRUDY EAGAN
------------------------
Trudy A. Eagan
Secretary
[SEAL]