Exhibit 3.99
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
U.S. OFFICE PRODUCTS-GREAT LAKES, INC.
U.S. OFFICE PRODUCTS-GREAT LAKES, 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 U.S. OFFICE PRODUCTS-GREAT
LAKES, INC. and the name under which the corporation was
originally incorporated is C.W. Mills Acquisition Corp. The
date of filing of its original Certificate of Incorporation
with the Secretary of State was June 7, 1995.
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, GREAT
LAKES 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 U.S. OFFICE PRODUCTS-GREAT LAKES, 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.
U.S. OFFICE PRODUCTS-GREAT LAKES, INC.
By: /s/ Mark D. Director
---------------------------
Vice President