Exhibit 3.3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 02/23/1998
981068404 - 2861558
CERTIFICATE OF INCORPORATION
OF
DANKA TRANSITION COMPANY
1. The name of the corporation is Danka Transition Company.
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.
4. The total number of shares of stock which the corporation shall have
authority to issue is One thousand (1,000) and the par value of each of such
shares is One Dollar and No Cents ($1.00) amounting in the aggregate to One
Thousand Dollars and No Cents ($1,000.00).
5. The board of directors is authorized to make, alter or repeal the
bylaws of the corporation. Election of directors need not be by written ballot.
6. The name and mailing address of the sole incorporator is:
L.J. Vitalo
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
7. The corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of Delaware.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this _________ day of February, 1998.
By: /s/ L.J. Vitalo
--------------------------------
Sole Incorporator
L.J. Vitalo
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 03/30/1998
981121132 - 2861558
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DANKA TRANSITION COMPANY
DANKA TRANSITION COMPANY (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
1. The Corporation has not received any payment for any of its stock.
2. The amendment to the Corporation's Certificate of Incorporation set
forth in the following resolution has been unanimously approved by the
Corporation's Board of Directors and was duly adopted in accordance with Section
241 of the General Corporation Law of the State of Delaware:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking Article 4 in its entirety and replacing therefor:
4. The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is Two Billion Ten Thousand
(2,000,010,000) shares, divided into two classes, as follows:
A. Common Stock
------------
Ten Thousand (10,000) shares, no par value, shall be a class
designated "common stock."
B. Preferred Stock
---------------
Two Billion (2,000,000,000) shares, $.001 par value, shall be a class
designated "preferred stock." Shares of preferred stock may be issued
from time to time in one or more series, each such series to have
distinctive serial designations, as shall hereafter be determined in
the resolution or resolutions providing for the issue of such
preferred stock from time to time adopted by the Board of Directors
pursuant to authority to do so which is hereby vested in the Board of
Directors. Each series of preferred stock
(1) may have such number of shares;
(2) may have such voting powers, full or limited, or may be
without voting powers;
(3) may be subject to redemption at such time or times and at
such prices;
(4) may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such
conditions, from such date or dates, at such times, and
payable in preference to, or in such relation to the
dividends payable on any other class or classes or series of
stock;
(5) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation;
(6) may be made convertible into, or exchangeable for, shares of
any other class or classes (except a class having prior or
superior rights and preferences as to dividends or
distribution of assets upon liquidation) or of any other
series of the same or any other class or classes of stock of
the Corporation at such price or prices or at such rates of
exchange, and with such adjustments;
(7) may be entitled to the benefit of a sinking fund or purchase
fund to be applied to the purchase or redemption of shares
of such series in such amount or amounts;
(8) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any
additional stock (including additional shares of such series
or of any other series) and upon the payment of dividends or
the making of other distributions on, and the purchase,
redemption or other acquisition by the Corporation or any
subsidiary of any outstanding stock of the Corporation; and
(9) may have such other relative, participating, optional or
other special rights, and qualifications, limitations or
restrictions thereof;
all as shall be stated in said resolution or resolutions providing for
the issue of such preferred stock. Except where otherwise set forth in
the resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of preferred stock, the number
of shares comprising such series maybe increased or decreased (but not
below the number of shares then outstanding) from time to time by like
action of the Board of Directors.
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Shares of any series of preferred stock which have been redeemed
(whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible or
exchangeable, have been converted into or exchanged for shares of
stock of any other class or classes shall have the status of
authorized and unissued shares of preferred stock and may be reissued
as a part of the series of which they were originally a part or may be
reclassified and reissued as part of a new series of preferred stock
to be created by resolution or resolutions of the Board of Directors
or as part of any other series of preferred stock, all subject to the
conditions or restrictions on issuance set forth in the resolution or
resolutions adopted by the Board of Directors providing for the issue
of any series of preferred stock and to any filing required by law.
Upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, and after the holders
of the preferred stock of each series shall have been paid in full the
amounts to which they respectively shall be entitled or a sum
sufficient for such payment in Full shall have been set aside, the
remaining net assets of the Corporation shall be distributed pro rata
to the holders of the common stock, to the exclusion of the holders of
the preferred stock.
Such common stock and preferred stock may be issued by the
Corporation from time to time for such consideration as may be fixed
or determined by the Board of Directors.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 24th
day of March, 1998.
By: /s/ David C. Snell
-------------------------------------
David C. Snell
Director
By: /s/ Daniel M. Doyle
-------------------------------------
Daniel M. Doyle
Director
By: /s/ Debra A. Taylor
-------------------------------------
Debra A. Taylor
Director
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:00 AM 03/31/1998
981122755 - 2861558
CERTIFICATE OF MERGER
OF
DANKA HOLDING COMPANY
INTO
DANKA TRANSITION COMPANY
------------------------
Pursuant to Section 252 of the Delaware General Corporation Law (the
"DGCL"), Danka Transition Company, a Delaware corporation (the "Company"), as
the surviving corporation in a merger, hereby submits the following Certificate
of Merger.
FIRST: On March 23, 1998, the Company and Danka Holding Company, a Nevada
corporation (the "Merger Corporation"), entered into an agreement and plan of
merger (the "Merger Agreement") providing for the merger of the Merger
Corporation with and into the Company pursuant to Section 252 of the DGCL.
SECOND: The Merger Agreement has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with Section 252 of the DGCL.
THIRD: The name of the surviving corporation is Danka Transition Company,
which shall hereinwith be changed to Danka Holding Company, a Delaware
corporation, a corporation organized and existing under the laws of the State of
Delaware.
FOURTH: The Certificate of Incorporation of the Company which is the
Surviving Corporation, shall be the Certificate of Incorporation of the
surviving corporation following the merger.
FIFTH: An executed copy of the Merger Agreement is on file at the
principal place of business of the Company; said principal place of business is
located at 11201 Danka Circle North, St. Petersburg, Florida 33716.
SIXTH: Upon request and without cost, the Company will furnish a copy of
the Merger Agreement to any stockholder of the Company or the Merger
Corporation; such requests should be directed to the Secretary of the Company at
11201 Danka Circle North, St. Petersburg, Florida 33716.
SEVENTH: The authorized capital stock of the Merger Corporation is 10,000
shares of common stock, without par value, and 2,000,000,000 shares of preferred
stock, par value $.001.
EIGHTH: This Certificate of Merger shall be effective at 11:00 a.m.
Eastern Standard Time on March 31, 1998.
DANKA TRANSITION COMPANY
By: /s/ David C. Snell
-------------------------------------
David C. Snell, Vice President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 03/31/1998
981122731 - 2861558
CERTIFICATE OF MERGER
OF
DANKA BUSINESS SYSTEMS, INC.
INTO
DANKA TRANSITION COMPANY
------------------------
Pursuant to Section 252 of the Delaware General Corporation Law (the
"DGCL"), Danka Transition Company, a Delaware corporation (the "Company"), as
the surviving corporation in a merger, hereby submits the following Certificate
of Merger.
FIRST: On March 23, 1998, the Company and Danka Business Systems, Inc., a
Florida corporation (the "Merger Corporation") entered into an agreement and
plan of merger (the "Merger Agreement") providing for the merger of the Merger
Corporation with and into the Company pursuant to Section 252 of the DGCL.
SECOND: The Merger Agreement has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with Section 252 of the DGCL.
THIRD: The name of the surviving corporation is Danka Transition Company,
a corporation organized and existing under the laws of the State of Delaware.
FOURTH: The Certificate of Incorporation of Danka Transition Company, a
Delaware corporation, which is the surviving corporation, shall be the
Certificate of Incorporation of the surviving corporation following the merger.
FIFTH: An executed copy of the Merger Agreement in on file at the
principal place of business of the Company; said principal place of business is
located at 11201 Danka Circle North, St. Petersburg, Florida 33716.
SIXTH: Upon request and without cost, the Company will furnish a copy of
the Merger Agreement to any stockholder of the Company or the Merger
Corporation; such requests should be directed to the Secretary of the Company at
11201 Danka Circle North, St. Petersburg, Florida 33716.
SEVENTH: The authorized capital stock of the Merger Corporation is 1,000
shares of common stock, par value $1.00.
EIGHTH: This Certificate of Merger shall be effective at 10:00 a.m.
Eastern Standard Time on March 31, 1998.
DANKA TRANSITION COMPANY
By: /s/ David C. Snell
-------------------------------------
David C. Snell, Vice President
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