Exhibit 3.19
State of North
Carolina
Department of the Secretary of State
ARTICLES OF RESTATEMENT
FOR BUSINESS CORPORATION
Pursuant to Sections 55-10-07 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following for the purpose of
restating its Articles of Incorporation.
I .The name of the corporation is: CAROLINA OFFICE EQUIPMENT COMPANY
2. The text of the Restated Articles of Incorporation is
attached.
3. (Check a, b, c, and / or d, as applicable.)
a.- These Restated Articles of Incorporation were adopted by the
board of directors and do not contain an amendment.
b. These Restated Articles of Incorporation. were adopted by the
board of directors and contain an amendment not requiring
shareholder approval.. (Set forth a brief explanation of why
shareholder approval was not required for such amendment.)
C. X These Restated Articles of Incorporation, which contain an
--- amendment requiring shareholder approval, and shareholder
approval was obtained as required by Chapter 55 the North
Carolina General Statutes.
4. If the Restated Articles of Incorporation contain an amendment providing
for an exchange, reclassification, or cancellation of issued shares,
provisions for implementing the amendment, if not contained in the
amendment itself, are as follows: See 1 in Addendum
5. These articles will be effective upon filing, unless a delayed date and/or
time is specified: October 1, 1998
This the 25th day of September 1098
CAROLINA OFFICE EQUIPMENT COMPANY
/s/ Mark D. Director
(Signature)
Mark D. Director
(Type or Print Name and Title)
NOTES:
1. Filing fee is $10, unless the Restated Articles of Incorporation include an
amendment ~ in which case the filing fee is $50. This document and one
exact or conformed copy of these articles must be filed with the
Secretary of State
(Revised July 1994)
CORPORATIONS DIVISION 300 N. SALISBURY STREET RALEIGH, NC
27603-5909
(N. C. 1213 - 8/18/94)
Addendum
Upon the effectiveness of this amendment, the 100 shares of Common Stock, par
value $100 per share of the Corporation (the "Old Stock"), that are issued and
outstanding shall be converted into 1,000 issued shares of Common Stock, no par
value per share, of the Corporation (the "New Stock"), on the basis of ten
shares of New Stock for each share of Old Stock. Upon the effectiveness of this
amendment, holders of issued shares of the Old Stock, upon surrendering
certificates evidencing the issued shares of Old Stock for cancellation, shall
be entitled to receive certificates of the New Stock on the basis set forth
above.
I OF I
STATE OF NORTH CAROLINA
DEPARTMENT OF THE SECRETARY OF STATE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
1. The name of the corporation is: US Office Products, Carolinas District,
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Inc.
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2. The duration of the corporation shall be perpetual
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3. The corporation is authorized to issue 1,000 shares. These shares
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shall be: (check a or b)
a. X all of one class, designated as common stock; or
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b. divided into classes or series within a class as provided in
----- the attached aschedule, in accordance with NCGS ss.55-6-01.
4. The street address and county of the registered office of the
corporation is:
Number and Street: 225 Hillsborough Street
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City, State, Zip Code: Raleigh, North Carolina 27603 County Wake
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5. The mailing address if different from the street address of the
registered office is:
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6. The name of the registered agent is: C T Corporation System
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7. Any other provisions which the corporation elects to include are as
follows:
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8. The purpose of the corporation is as follows:
To render all services and do all things necessary or incidental to the
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carrying on of any businesses in which this corporation may lawfully
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engage.
9. These articles will be effective upon filing, unless a date and/or time
is specified:
October 1, 1998
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This the 25th day of September, 1998.
US Office Products, Carolinas District, Inc.
/s/ Mark D. Director
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Signature
Mark D. Director, Vice President
NOTES:
1. Filing fee is $100. One executed original and one exact or
conformed copy of these articles must be filed with the
Secretary of State.