BNECERTIFICATE OF INCORPORATION
BOWNE & CO., INC.
The undersigned, in order to form a corporation for the
purpose hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, hereby certifies that:
FIRST: The name of the Corporation is "Bowne & Co., Inc."
SECOND: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
THIRD: The registered office and registered agent of the
Corporation is Corporation Service Company, 1013 Centre Road, Wilmington,
FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is sixty-one million (61,000,000), sixty million
shares of which shall be Common Stock of the par value of $.01 per share and one
million shares of which shall be Preferred Stock of the par value of $.01 per
share. The relative rights, preferences and limitations of the shares of each
class of stock are as follows:
Each holder of Common Stock shall be entitled to one vote for
each share of such stock held by him. Each holder of shares of any series of
Preferred Stock shall be entitled to such voting rights, if any, as shall be
fixed by the Board of Directors of the Company at the time of the issuance of
such series as prescribed by law.
Subject to the provisions of this Article, the Board of
Directors is hereby expressly authorized to issue in series or otherwise the
shares of Preferred Stock, and to fix from time to time before issuance the
number of shares to be included in any series and the terms, limitations,
relative rights and preferences of all shares of such series. The authority of
the Board of Directors with respect to each series shall include, without
limitation thereto, the authority to determine any or all of the following and
the shares of each series may vary from the shares of any other series in the
(a) The number of shares constituting such series and the
designation thereof to distinguish the shares of such series from the
shares of all other series;
(b) The annual dividend rate on the shares of such series and
whether such dividends shall be cumulative, and, if cumulative, the
date from which dividends shall be cumulative;
(c) The redemption price or prices for shares of such series,
if redeemable, and the terms and conditions of such redemption;
(d) The preference, if any, of shares of such series in the
event of any voluntary or involuntary liquidation, dissolution or
winding up of the company;
(e) The voting rights, if any, of shares of such series in
addition to the voting rights prescribed by law, and the terms of
exercise of such voting rights;
(f) The right, if any, of shares of such series to be
converted into shares of any other series or class and the terms and
conditions of such conversion;
(g) The sinking fund provisions, if any, for the redemption or
repurchase of shares of such series; and
(h) Any other terms, limitations and relative rights and
preferences of such series, to the extent permitted by law.
Convertible shares surrendered upon conversion, or redeemable
shares which are redeemed, purchased or otherwise reacquired by the Company,
shall be held as treasury shares until reissued, retired or cancelled by action
of the Board of Directors.
FIFTH: No holder of any of the shares of any class of the
Corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the Corporation or any securities
convertible into or carrying rights or options which the Corporation proposes to
grant for the purchase of shares of any class of the Corporation or for the
purchase of any shares or other securities of the Corporation which are
convertible into or exchangeable for, or which carry any rights to subscribe
for, purchase, or otherwise acquire, shares of any class of the Corporation; and
any and all of such shares or other securities of the Corporation, whether now
or hereafter authorized or created, may be issued or transferred if the same
have been reacquired and have treasury status, and any and all of such rights
and options may be granted by the Board of Directors to such persons, firms,
corporations and associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may determine, without first
offering the same, or any thereof, to any said holder.
SIXTH: Whenever, by any provision of law, the vote of
shareholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action, such corporate action shall be taken only
at a stockholder's meeting and not by written consent.
SEVENTH: Prior to the merger of Bowne & Co., Inc., a New York
corporation, with and into the Corporation, the initial Board of Directors shall
consist of those directors set forth in the statement of the Sole Incorporator.
Therefore, the Board of Directors shall consist of not fewer than nine nor more
than fifteen directors, as shall be fixed from time to time by resolution
adopted by a majority of the Board of Directors then in office.
Notwithstanding any other provision of this Certificate of Incorporation, and in
addition to any other vote that may be required by this Certificate of
Incorporation or by law, this Article may not be amended, altered, repealed or
otherwise changed unless approved by the affirmative vote of the holders of at
least two-thirds of the outstanding shares of stock of the Corporation entitled
to vote thereon.
EIGHTH: The directors elected by the holders of Common Stock
shall be divided into three classes, namely Classes I, II and III. Each class
shall be as nearly equal in number as practicable, and no class shall include
fewer than three directors. Newly created directorships resulting from an
increase in the number of directors, and vacancies occurring in the Board of
Directors for any other reason, may be filled by the affirmative vote of a
majority of the directors then in office, even though such number may constitute
less than a quorum. A director elected to fill a newly created directorship, and
a director elected to fill a vacancy, shall be elected to hold office until the
next annual meeting of shareholders, and until his successor has been elected
and has qualified. No decrease in the number of directors shall shorten the term
of any incumbent director. Subject to the foregoing, at each annual meeting of
shareholders, commencing with the 1985 annual meeting, the successors to the
class of directors whose term of office shall then expire shall be elected to
hold office for a term that shall expire at the third succeeding annual meeting
of shareholders. Directors elected by the shareholders or the Board of Directors
pursuant to this Article EIGHTH may not be removed without cause.
Notwithstanding any other provisions of this Certificate of Incorporation, and
in addition to any other vote that may be required by law or this Certificate of
Incorporation, this Article may not be amended, altered, repealed or otherwise
changed unless approved by the affirmative vote of the holders of at least
two-thirds of the outstanding shares of stock of the Corporation entitled to
NINTH: Except as otherwise provided by the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended, no
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this Article NINTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
TENTH: The Board of Directors of the Corporation, acting by
majority vote, may alter, amend or repeal the By-Laws of the Corporation.
ELEVENTH: The name and address of the sole incorporator is
Mark Cresitello, 425 Lexington Avenue, New York City, New York 10017-3909.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Incorporation on June 19, 1998.
/s/ Mark C. Cresitello