Exhibit 4.37


 


STATE OF DELAWARE


CERTIFICATE OF AMENDMENT


OF CERTIFICATE OF INCORPORATION


Mail-Well I Corporation


 


a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.


 


DOES
HEREBY CERTIFY:


 


FIRST:  That at a
meeting of the Board of Directors of Mail-Well I Corporation resolutions were
duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof.  The resolution setting forth
the proposed amendment is as follows:


 


RESOLVED, that the
Certificate of Incorporation of this corporation be amended by changing the Article thereof
numbered “First” so that, as amended, said Article shall be and read as
follows:


 


The name of the corporation (hereinafter called the “corporation”)
is:  Cenveo Corporation 


 


SECOND:  That
thereafter, pursuant to resolution of its Board of Directors, a special meeting
of the stockholders of said corporation was duly called and held upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment. 


 


THIRD:  That said
amendment was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.


 


FOURTH:  That the capital of said corporation shall
not be reduced under or by reason of said amendment.


 


IN WITNESS WHEREOF, said Mail-Well I
Corporation has caused this certificate to be signed by Mark. L. Zoeller, an
Authorized Officer, this 13th day of May 2004.


 


 


	
   

  	
  By:

  	
  /s/Mark
  L. Zoeller

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
  Title:

  	
  Vice
  Pres., Gen. Csl. & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark
  L. Zoeller

  
	
   

  	
   

  	
  Print or Type

  



 

















 


CERTIFICATE
OF CORRECTION FILED TO CORRECT

CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT

OF Mail-Well 1 Corporation

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON September 11, 1995.


 


Mail-Well
1 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 name of the
corporation is Mail-Well 1 Corporation.


 


2.                                       That a Certificate
of amendment was filed by the secretary of State of Delaware on September 11,
1995 and that said Certificate requires correction as permitted by Section 103
of the General Corporation Law of the State of Delaware.


 


3.                                       The inaccuracy
or defect of said Certificate to be corrected is as follows:  the name was incorrectly stated in the
document as Mail-Well 1 Corporation, the specific error being that the name
contains the number “1” as opposed to the Roman Numeral “I”.


 


4.                                       Article First
of the CERTIFICATE is corrected to read as follows:  That the sole stockholder of the Company,
pursuant to a written consent signed and effective as of August 23, 1995,
adopted the following resolutions, proposing and declaring advisable and in the
best interests of the Company the amendment to the Certificate of Incorporation
of the Company set forth in such resolutions:


 


RESOLVED,
that the Certificate of Incorporation of the Company, as amended (the “Certificate
of Incorporation”), be amended by deleting Article I in its entirety and
substituting the following therefor:


 


The
name of the corporation is Mail-Well I Corporation.


 


IN
WITNESS WHEREOF, said Mail-Well 1 Corporation has caused this Certificate to be
signed by Roger Wertheimer its V.P.-General Counsel and attested by Jana L.
Brown its V.P.-Controller, this 28th day of August 1996.


 


	
   

  	
  Mail-Well
  1 Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roger Wertheimer

  
	
   

  	
   

  	
  Roger
  Wertheimer

  
	
   

  	
   

  
	
  ATTEST

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Jana L. Brown

  	
   

  
	
   

  	
  Jana
  L. Brown

  	
   

  



 

















 


CERTIFICATE
OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

MAIL-WELL CORPORATION


 


Mail-Well
Corporation, a corporation duly organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (“Company”), does hereby
certify:


 


FIRST:  That the sole stockholder of the Company,
pursuant to a written consent signed and effective as of August 23, 1995,
adopted the following resolutions, proposing and declaring advisable and in the
best interests of the Company the amendment to the Certificate of Incorporation
of the Company set forth in such resolutions:


 


RESOLVED, that the Certificate of Incorporation of the Company, as
amended (the “Certificate of Incorporation”), be amended by deleting Article 1
in its entirety and substituting the following therefor:


 


The name of the corporation is Mail-Well I Corporation.


 


SECOND:  That the aforesaid amendment was duly adopted
by the sole stockholder of the Company in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.


 


IN
WITNESS WHEREOF, Mail-Well Corporation has caused this Certificate of Amendment
to be signed by Paul V. Reilly as Vice President-Finance and Chief Financial
Officer this 23rd day of August, 1995.


 


	
   

  	
  MAIL-WELL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Paul V. Reilly

  
	
   

  	
   

  	
  Paul
  V. Reilly

  
	
   

  	
   

  	
  Vice
  President-Finance and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


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CERTIFICATE
OP INCORPORATION

OF

MAIL-WELL CORPORATION


 


ARTICLE
I


 


The
name of the corporation is Mail-Well Corporation.


 


ARTICLE
II


 


The
address of the corporation’s registered office in the State of Delaware is 32
Loockerman Square, Suite L-100, Dover, County of Kent, Delaware 19901.  The name of its registered agent at such
address is The Prentice-Hall Corporation System, Inc.


 


ARTICLE
III


 


The
nature of the business or purposes to be conducted or promoted by the
corporation is to engage in any lawful business, act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.


 


ARTICLE
IV


 


The
total number of shares of stock which the corporation shall have authority to
issue is one thousand (1,000) shares of common stock, par value $.01 per share.


 


The
exclusive voting power of the corporation shall be vested in the common stock
of the corporation.  Each share of common
stock shall entitle the holder thereof to one vote at all meetings of the
stockholders of the corporation.


 


ARTICLE
V


 


The
corporation shall indemnify its directors and officers, and may indemnify its
employees and agents, to the fullest extent permitted by the General
Corporation Law of the State of Delaware if any such person is made a party to
an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or intestate is or
was a director, officer or employee of the corporation or any predecessor of
the corporation or served any other enterprise as a director, officer or
employee at the request of the corporation or any predecessor of the
corporation.


 


ARTICLE
VI


 


A
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended. 
Any repeal or modification of the foregoing sentence shall not adversely
affect any right or protection 


 


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of a director of the corporation existing hereunder with respect to any
act or omission occurring prior to such repeal or modification.


 


ARTICLE
VII


 


The
number of directors which shall constitute the whole board of directors shall
be fixed from time to time by the bylaws of the corporation.


 


ARTICLE
VIII


 


The
name and mailing address of the person who is to serve as the initial director
of the corporation until the first annual meeting of stockholders of the
corporation, or until his successors are elected and qualified, are set forth
below:


 


	
  Name

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  William
  C. Oehmig

  	
   

  	
  Eight
  Greenway Plaza, Suite 702 

  Houston, Texas 77046

  



 


ARTICLE
IX


 


The
name and mailing address of the incorporator are as follows:


 


	
  Name

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  Michael
  L. Friedman

  	
   

  	
  711
  Louisiana St., Suite 2900

  South Tower Pennzoil Place

  Houston, Texas 77002

  



 


ARTICLE
X


 


In
furtherance and not in limitation of the powers conferred by statute, the board
of directors is expressly authorized to adopt, alter or repeal the bylaws of
the corporation.


 


ARTICLE
XI


 


Elections
of directors need not be by written ballot unless the bylaws of the corporation
shall so provide.


 


Meetings
of stockholders may be held at such place, either within or without the State
of Delaware, as may be designated by or in the manner provided in the bylaws.  The books of the corporation may be kept
(subject to any provision contained in the statutes of the State of Delaware)
outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the bylaws of the corporation.


 


ARTICLE
XII


 


The
corporation may amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by the
laws of the 


 


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State of Delaware and may add additional provisions authorized by such
laws as are then in force.  All rights
conferred upon the directors or stockholders of the corporation herein or in
any amendment hereof are granted subject to this reservation.


 


I,
the undersigned, being the incorporator hereinabove 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 that the facts herein stated are true, and accordingly
have hereunto set my hand this 30th day of November, 1993.


 


 


	
   

  	
  /s/
  Michael L. Friedman

  
	
   

  	
  Michael
  L. Friedman

  



 


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