Exhibit 3.7
CERTIFICATE OF INCORPORATION
OF
DANKA OFFICE IMAGING COMPANY
* * * * *
1. The name of the corporation is Danka Office Imaging 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 Ten Thousand (10,000) and the par value of each of such
shares is One Dollar and No Cents ($1.00) amounting in the aggregate to Ten
Thousand Dollars and No Cents ($10,000.00).
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 4/th/ day of October , 1996.
By: L. J. Vitalo
-------------------------------------
Sole Incorporator
L. J. Vitalo
Page 1
CERTIFICATE OF MERGER
OF
DANKA CORPORATION,
OMNIDEX CORPORATION,
INTERNATIONAL DOCUMENT SOLUTIONS, INC.,
AND
DANKA WHOLESALE, INC.
INTO
DANKA OFFICE IMAGING COMPANY
----------------------------
Pursuant to Section 252 of the Delaware General Corporation Law (the
"DGCL"), Danka Office Imaging Company, a Delaware corporation (the "Company"),
as the surviving corporation in a merger, hereby submits the following
Certificate of Merger.
FIRST: On March 13, 1998, the Company and Danka Corporation, a
Nevada corporation ("Danka"), Omnidex Corporation, a Nevada Corporation
("Omnidex"), International Document Solutions, Inc., a Florida corporation
("IDS"), and Danka Wholesale, Inc., a Florida corporation ("Wholesale") (Danka,
Omnidex, IDS and Wholesale being referred to collectively as the "Merger
Corporations") entered into an agreement and plan of merger (the "Merger
Agreement") providing for the merger of the Merger Corporations 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 Office Imaging
Company, a corporation organized and existing under the laws of the State of
Delaware.
FOURTH: The Certificate of Incorporation of Danka Office Imaging
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
Corporations; 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 Corporations is as
follows:
COMPANY AUTHORIZED CAPITAL STOCK
Danka Corporation 1000 Shares, par value $1.00
Omnidex Corporation 1000 Shares, par value $1.00
International Document Solutions, Inc. 100 Shares, par value $1.00
Danka Wholesale, Inc. 1000 Shares, par value $1.00
EIGHTH: This Certificate of Merger shall be effective at 1:00 p.m.
Eastern Standard Time on March 31, 1998.
DANKA OFFICE IMAGING COMPANY
By: /s/ David C. Snell
-------------------------------------
David C. Snell, Vice President
CERTIFICATE OF MERGER
OF
KIS IMAGING SERVICES, INC.
INTO
DANKA OFFICE IMAGING COMPANY
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME: STATE OF INCORPORATION:
KIS Imaging Services, Inc. Delaware
Danka Office Imaging Company Delaware
SECOND: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is Danka
Office Imaging Company.
FOURTH: That the Certificate of Incorporation of Danka Office Imaging
Company, a Delaware corporation, which will survive the merger, shall be the
Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation, the address of which is 11201
Danka Circle North, St Petersburg, Florida 33716.
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: That this Certificate of Merger shall be effective on the date of
filing.
Dated the 1st day of June, 1999.
Danka Office Imaging Company
By: /s/ Keith J. Nelsen
-------------------------------------
Keith J. Nelsen
Its Vice President