Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ROBOCOM SYSTEMS INTERNATIONAL INC.
Pursuant to Section 805 of the
Business Corporation Law
The undersigned, being the President and Secretary, respectively, of
Robocom Systems International Inc., a New York corporation, hereby certifies and
sets forth as follows:
1. The name of the corporation is Robocom Systems International Inc.,
originally formed as Robocom Systems Inc.
2. The Certificate of Incorporation of the corporation was filed with the
Department of State of the State of New York on June 30, 1982 and was amended on
October 30, 1995 and restated on June 18, 1997 and amended on November 12, 1998
and December 15, 2000.
3. The corporation hereby amends its Certificate of Incorporation as
follows:
A. Paragraph FOURTH of the Certificate of Incorporation, relating to the
number of authorized shares of the corporation is hereby amended to increase the
number of authorized shares of common stock from 30,000,000 shares, $.01 par
value per share, to 125,000,000 shares, $.01 par value per share, which is an
increase of 95,000,000 shares at $.01 par value per share. The number of
authorized shares of preferred stock of 1,000,000 shares, $.01 par value per
share, will not change as a result of this amendment. Paragraph FOURTH of the
Certificate of Incorporation should read as follows:
"4. The aggregate number of shares of capital stock of the
corporation is 126,000,000, of which 125,000,000 shall be common stock,
par value $.01 per share (the "Common Stock"), and 1,000,000 shall be
preferred stock, par value $.01 per share (the "Preferred Stock"). The
Preferred Stock may be issued, from time to time, in one or more series
with such designations, preferences and relative participating, optional
or other special rights and qualifications, limitations or restrictions
thereof, as shall be stated in the resolutions adopted by the Board of
Directors providing for the issuance of such Preferred Stock or series
thereof, and the Board of Directors is hereby expressly vested with
authority to fix such designations, preferences and relative participating
options or other special rights or qualifications, limitations or
restrictions for each series, including, but not by way of limitation, the
power to determine the redemption and liquidation preferences, the rate of
dividends payable and the time for and the priority of payment thereof and
to determine whether such dividends shall be cumulative or not and to
provide for and determine the terms of conversion of such Preferred Stock
or any series thereof into Common Stock of the corporation and fix the
voting power, if any, of Preferred Stock or any series thereof."
B. As permitted by Sections 903, 909 and 913 of the Business Corporation
Law, Paragraph NINTH, prescribing a majority of the votes of all outstanding
shares entitled to vote thereon as the required vote for adoption or approval of
a plan of merger or consolidation, a sale, lease, exchange or other disposition
of all or substantially all of the assets of the corporation or a plan for
binding share exchanges, is added to the Certificate of Incorporation to read as
follows:
"9. By an affirmative vote of the holders of a
majority of all outstanding shares entitled to
vote thereon, (i) a plan of merger or
consolidation in which the corporation would be a
constituent corporation may be adopted by the
shareholders of the corporation as provided in
Section 903 of the Business Corporation Law, (ii)
a sale, lease, exchange or other disposition of
all or substantially all of the assets of the
corporation may be approved by the shareholders of
the corporation, and the shareholders of the
corporation may fix, or may authorize the board of
directors of the corporation to fix, any of the
terms and conditions of such sale, lease, exchange
or other disposition and the consideration to be
received by the corporation therefor, as provided
in Section 909 of the Business Corporation Law, or
(iii) a plan of exchange in which the corporation
would be the subject corporation, within the
meaning of Section 913 of the Business Corporation
Law, may be adopted by the shareholders of the
corporation as provided in paragraph (c) of
Section 913 of the Business Corporation Law."
C. As permitted by Section 615 of the Business Corporation Law, Paragraph
TENTH, permitting the shareholders of the corporation under certain
circumstances to take action on the written consent of the holders of less than
all of the outstanding shares, is added to the certificate of incorporation to
read as follows:
"10. Whenever the shareholders are required or
permitted to take any action by vote, such action
may be taken without a meeting upon written
consent, setting forth the action so taken, signed
by the holders of outstanding shares having not
less than the minimum number of votes that would
be necessary to authorize or take such action at a
meeting at which all shares entitled to vote
thereon were present and voted; provided that no
such written consent shall be effective unless
written consents signed by a sufficient number of
holders to take action are delivered to the
corporation within the time, and in the manner,
required by paragraph (b) of Section 615 of the
Business Corporation Law."
4. The amendment effected herein was authorized and adopted by a vote of
the board at a meeting of the board of directors of the corporation held on
April 17, 2006, followed by a vote of two-thirds of all outstanding shares
entitled to vote thereon which were cast at the annual meeting of the
shareholders of the corporation held on June 28, 2006, pursuant to Sections 801,
803 and 805 of the Business Corporation Law of the State of New York.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned, President and Secretary of the
Corporation, have each executed this Amendment on July 18, 2006, and each
affirms that the statements contained herein are affirmed as true under
penalties of perjury.
ROBOCOM SYSTEMS INTERNATIONAL INC.
/s/ Irwin Balaban
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Irwin Balaban, President
/s/ Lawrence B. Klein
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Lawrence B. Klein, Secretary