Exhibit 3.49
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
US OFFICE PRODUCTS, NORTH ATLANTIC DISTRICT, INC.
US Office Products, North Atlantic District, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certifies
as follows:
1. The name of the corporation is US Office Products, North
Atlantic District, Inc. and the name under which the
corporation was originally incorporated is LSI ACQUISITION
CORP. The date of filing of its original Certificate of
Incorporation with the Secretary of State was August 26, 1996.
2. This Amended and Restated Certificate of Incorporation
restates and integrates and further amends the Certificate of
Incorporation of this corporation in its entirety.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended and restated hereby
to read as herein set forth in full:
l. The name of the corporation is US OFFICE PRODUCTS, NORTH
ATLANTIC DISTRICT, INC.
2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street,
in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation
Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for
which corporations may be organized under the
General Corporation Law of Delaware and in general, to
possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by
any other law of Delaware or by this Certificate of
Incorporation together with any powers incidental
thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the
corporation.
4. The total number of shares of stock which the corporation
shall have authority to issue is: One Thousand (1,000)
shares of Common Stock; all of such shares shall be without
par value.
5. The corporation is to have perpetual existence.
6. 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 upon stockholders
herein are granted subject to this reservation.
7. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director except
for liability (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 Delaware General
Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefit.
4. This Amended and Restated Certificate of Incorporation was
duly adopted by unanimous written consent of the
stockholders in accordance with the applicable provisions
of Section 228, 242 and 245 of the General Corporation Law
of the State of Delaware.
5. This Amended and Restated Certificate of Incorporation
shall be effective on October 1, 1998.
IN WITNESS WHEREOF, said US Office Products, North Atlantic District, Inc. has
caused this Amended and Restated Certificate of Incorporation to be signed by
Mark D. Director, its Vice President, this Twenty-Fifth day of September, 1998.
US Office Products, North Atlantic District, Inc.
By: /s/ Mark D. Director
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Vice President