EX-3.1 3 a2082545zex-3_1.txt EXHIBIT 3.1 EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF VON HOFFMANN PRESS, INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that: FIRST: The name of the Corporation (which is hereinafter referred to as the "Corporation") is: "Von Hoffmann Press, Inc." SECOND: The address of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company. THIRD: 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, as from time to time amended (the "DGCL"). The Corporation shall have all powers that may now or hereafter be lawful for a corporation to exercise under the DGCL. FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 15,000, all of which shares, with the par value of $100.00 per share, shall be designated Common Stock. FIFTH: The name and mailing address of the incorporator are Stephen M. Besen, Esq., c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153. SIXTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, the by-laws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation, but any by-laws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot. SEVENTH: (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees, judgment, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as in effect from time to time) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of such person's heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in paragraph (b) of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article shall be a contract right and shall include the right to have the Corporation pay the expenses incurred in defending any such proceeding in advance of its final disposition; any advance payments to be paid by the Corporation within 20 calendar days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; PROVIDED, HOWEVER, that, if and to the extent the DGCL requires, the payment of such expenses incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so 2 advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to have the Corporation pay the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under section (a) of this Article is not paid in full by the Corporation within 30 calendar days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article Seventh not be exclusive of any other right which any person (including, without 3 limitation, any person other than an officer or director of the Corporation) may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, By-Laws, agreement, vote of stockholders or disinterested directors or otherwise. No repeal, modification or amendment of, or adoption of any provision inconsistent with, this Article Seventh, or, to the fullest extent permitted by applicable law, any modification of law, shall in any way diminish or adversely affect the rights of any director or officer of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal, amendment, adoption or modification. (d) INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. (e) SEVERABILITY. If any provision of this Article Seventh shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article (including, without limitation, each portion of any paragraph of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article (including, without limitation, each such portion of any paragraph of this Article containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. EIGHTH: No director of the Corporation shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the Delaware Code (relating to the DGCL) or any amendment thereto or successor provision thereto or shall be liable by reason that, in addition to any and all other requirements for such liability, such director (i) shall have breached that duty of loyalty to the Corporation or its stockholders, (ii) shall 4 not have acted in good faith or, in failing to act, shall not have acted in good faith, (iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law or (iv) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit, or claim that, but, for this Article would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. If the DGCL is amended after approval by the stockholders of this Article Eighth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 17th day of September, 1998. /s/ Stephen M. Besen --------------------------- Stephen M. Besen Sole Incorporator 5 CERTIFICATE OF OWNERSHIP AND MERGER OF VON HOFFMANN GRAPHICS, INC. (A DELAWARE CORPORATION) WITH AND INTO VON HOFFMANN PRESS, INC. (A DELAWARE CORPORATION) (PURSUANT TO SECTION 253 OF THE DELAWARE GENERAL CORPORATION LAW) ******************** Von Hoffmann Press, Inc., a Delaware corporation (the "Company"), does hereby certify: FIRST: That the Company is incorporated under and pursuant to the General Corporation Law of the State of Delaware. SECOND: That the Company owns all of the outstanding shares of each class of capital stock of Von Hoffmann Graphics, Inc., a Delaware corporation ("VH Graphics"). THIRD: That the Company, by the following resolutions of its Board of Directors, duly adopted as of February 22, 2002, determined to, and hereby does, merge VH Graphics with and into itself on the terms and conditions set forth in such resolutions: RESOLVED, that the Board of Directors of Von Hoffmann Press, Inc. (the "Company") deems it desirable and in the best interests of the Company to merge with and into itself Von Hoffmann Graphics, Inc., a Delaware corporation and wholly-owned subsidiary of the Company; and further RESOLVED, that, effective on February 25, 2002 (the "Effective Date"), following the filing of an executed Certificate of Ownership and Merger (the "Certificate of Merger") merging Von Hoffmann Graphics, Inc. with and into the Company in accordance with Section 253 of the Delaware General Corporation Law, Von Hoffmann Graphics, Inc. shall be merged with and into the Company (the "Merger"), the separate corporate existence of Von Hoffmann Graphics, Inc. shall cease, and the Company shall continue as the surviving corporation as a result of the Merger and shall assume all of the liabilities and obligations of Von Hoffmann Graphics, Inc.; and further RESOLVED, that the Merger be, and the same hereby is, authorized, approved and adopted in all respects; and further RESOLVED, that the Board of Directors deems it desirable and in the best interest of the Company that, upon consummation of the Merger, the corporate name of the Company be changed to "Von Hoffmann Corporation", and that the same be, and it hereby is, authorized, approved and adopted in all respects; and further RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to take such additional lawful actions and to execute and deliver such additional agreements, documents or instruments as any of them may deem necessary or appropriate to implement the provisions of the foregoing resolutions, including, but not limited to, the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Merger, the authority for the taking of such actions and the execution and delivery of such agreements, documents and instruments to be conclusively evidenced thereby; and further RESOLVED, that all actions heretofore taken by any officer, representative or agent of the Company in connection with the matters referred to in the foregoing resolutions, be, and the same hereby are, ratified, approved and confirmed in all respects. FOURTH: That the effective date of the Merger shall be February 25, 2002. [signatures appear on following page] 2 IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed as of February 25, 2002. VON HOFFMANN PRESS, INC. By: /s/ Peter C. Mitchell --------------------------- Name: Peter C. Mitchell Title: Executive Vice President and Treasurer 3