Exhibit 3.85
Form C- I 00a 1-1-69
RESTATED CERTIFICATE OF INCORPORATION
OF
SAGOT OFFICE INTERIORS, INC.
----------------------------
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-5, Corporations, General, of
the New Jersey Statutes, the undersigned corporation hereby executes the
following Restated Certificate of Incorporation:
FIRST: The name of the corporation is SAGOT OFFICE INTERIORS, INC.
SECOND: The purpose or purposes for which the corporation is organized are:
To engage in any activity within the purposes for which corporations may be
organized under N.J.S.A. 14 A:1-1 et seq.
(Use the following if the shares are to consist of one class only.)
THIRD: The aggregate number of shares which the corporation shall have
authority to issue is
1,000 shares of Common Stock without par value.
(Use the following if the shares are divided into classes, or into classes
and series.)
FOURTH- The aggregate number of shares which the corporation shall have
authority to issue is .......................itemized by classes, par value of
shares, shares without par value, and series, if any,
within a class, is:
Class Series Number of Par value per share or statement
(if any) Shares that shares are without par value
Common None 1,000 None
The relative rights, preferences and limitations of the shares of each
class and series (if any), follows:
(If, the shares are, or are to be divided into classes, or into classes and
series, insert a statement of any authority vested in the board of directors to
divide the shares into classes or series, or both, and to determine or change
for any class or series its designation, number or shares, relative rights,
preferences and limitations.)
FIFTH: The address* of the corporation's current registered office is:
820 Bear Tavern Road
(*Include zip code)
West. Trenton, NJ 08628 and the name of its current registered agent at such
address is:
The Corporation Trust Company
SIXTH: The number of directors constituting the current board of directors is 3
The names and addresses of the directors are as follows:
Names Addresses (including zip code)
Mark D. Director 1025 Thomas Jefferson St., NW, Ste. 600 East
Washington, DC 20007
Donald H. Platt 1025 Thomas Jefferson St., NW, Ste. 600 East
Washington, DC 20007
Robert S. Sagot 30 Twosome Drive, Ste. One, Moorestown, NJ
08628
SEVENTH: The duration of the corporation, if other than perpetual, is
perpetual
(Use the following only if an effective date, not later than 30 days
subsequent to the date of filing is desired.)
EIGHTH: The effective date of this Certificate shall be October 1, 1998
Dated this 25th day of September, 1998
SAGOT OFFICE INTERIORS, INC.
(Corporate Name)
By: /s/ Mark D. Director
---------------------
Mark D. Director Vice President
(Type or Print Name and Title)
(*May be executed by the chairman of the board, or the president, or a
vice-president.)
CERTIFICATE REQUIRED TO BE FILED WITH THE
RESTATED CERTIFICATE OF INCORPORATION
SAGOT OFFICE INTERIORS, INC.
----------------------------
Pursuant to the provisions of Section 14A:9-5(5), Corporations, General, of
the New Jersey Statutes, the undersigned corporation hereby executes the
following certificate:
SAGOT OFFICE INTERIORS, INC.
FIRST: The name of the corporation is ----------------------------
SECOND: The Restated Certificate of Incorporation was adopted on the. 25th
day of September, 1998
(Use the following clause if the Restated Certificate was adopted by the
shareholders.)
THIRD: At the time of the adoption of the Restated Certificate of
Incorporation, the number of shares outstanding was 100. The total of such
shares entitled to vote thereon, and the vote of such shares was:
Total Number of Shares Number of Shares Voted
Entitled to Vote For Against
100 100 0
At the time of the adoption of the Restated Certificate of Incorporation,
the number of outstanding shares of each class or series entitled to vote
thereon as a class and the vote of such shares, was: (if inapplicable, insert
"none".)
Class or Series Number of Shares Number of Shares Voted
Entitled to Vote For Against
Common Stock 100 100 0
(Use the following if. the Restated Certificate does not amend the
Certificate of Incorporation.)
FOURTH: X This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or
supplemented and there is no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation.
(Use the following if the Restated Certificate further amends the
Certificate of Incorporation.)
FIFTH: This Restated Certificate of Incorporation restates and integrates
and further amends the Certificate of Incorporation of this corporation by:*
Upon the effectiveness of this amendment, the 100 shares of Common
Stock, no par value 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 for shares of the New Stock on the basis set forth
above.
(*Insert amendment or amendments adopted. If such amendment is intended to
provide for an exchange, reclassification or cancellation of issued shares,
insert a statement of the manner in which the same shall be effected.)
(Use the following only if an effective date, not later than 30 days
subsequent to the date of filing is is desired.)
SIXTH: The effective date of this amendment shall be October 1, 1998
Dated this 25th day of September, 1998
- --------------------------------------
SAGOT OFFICE INTERIORS, INC.
(Corporate Name)
By: /s/ Mark D. Director
----------------------
Mark D. Director Vice President
(Type or Print Name and Title)
(*May be executed by the chairman of the board, or the president, or a
vice-president.)