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                                                                 EXHIBIT 3(i)(b)

                                      FORM
                                       of
                           CERTIFICATE OF DESIGNATION
                                       of
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       of
                             CENTRONICS CORPORATION
                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

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         Centronics Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on March 27, 1987:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Restated
Certificate of Incorporation, the Board of Directors hereby creates a series of
Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the
Corporation and hereby states the designation and number of shares, and fixes
the relative rights, preferences, and limitations as follows:

         Series A Junior Participating Preferred Stock:

                            I. DESIGNATION AND AMOUNT

         The shares of such series shall be designated as "Series A Junior
Participating Preferred Stock" (the "Series a Preferred Stock") and the number
of shares constituting the Series A Preferred Stock shall be 600,000. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; PROVIDED, that no decrease shall reduce the number of shares of
Series A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for

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issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

                         II. DIVIDENDS AND DISTRIBUTIONS

         (A)      Subject to the rights of the holders of any shares of any
                  series of Preferred Stock (or any similar stock) ranking prior
                  and superior to the Series A Preferred Stock with respect to
                  dividends, the holders of shares of Series A Preferred Stock,
                  in preference to the holders of Common Stock, par value $.01
                  per share (the "Common Stock"), of the Corporation, and of any
                  other junior stock, shall be entitled to receive, when, as and
                  if declared by the Board of Directors out of funds legally
                  available for the purpose, quarterly dividends payable in cash
                  on the first day of March, June, September and December in
                  each year (each such date being referred to herein as a
                  "Quarterly Dividend Payment Date"), commencing on the first
                  Quarterly Dividend Payment Date after the first issuance of a
                  share or fraction of a share of Series A Preferred Stock, in
                  an amount per share (rounded to the nearest cent) equal to the
                  greater of (a) $10 or (b) subject to the provision for
                  adjustment hereinafter set forth, 100 times the aggregate per
                  share amount of all cash dividends, and 100 times the
                  aggregate per share amount (payable in kind) of all non-cash
                  dividends or other distributions, other than a dividend
                  payable in shares of Common Stock or a subdivision of the
                  outstanding shares of Common Stock (by reclassification or
                  otherwise), declared on the Common Stock since the immediately
                  preceding Quarterly Dividend Payment Date or, with respect to
                  the first Quarterly Dividend Payment Date, since the first
                  issuance of any shares or fraction of a share of Series A
                  Preferred Stock. In the event the Corporation shall at any
                  time declare or pay any dividend on the Common Stock payable
                  in shares of Common Stock, or effect a subdivision or
                  combination or consolidation of the outstanding shares of
                  Common Stock (by reclassification or otherwise than by


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                  payment of a dividend in shares of Common Stock) into a
                  greater or lesser number of shares of Common Stock, then in
                  each such case the amount to which holders of shares of Series
                  A Preferred Stock were entitled immediately prior to such
                  event under clause (b) of the preceding sentence shall be
                  adjusted by multiplying such amount by a fraction, the
                  numerator of which is the number of shares of Common Stock
                  outstanding immediately after such event and the denominator
                  of which is the number of shares of Common Stock that were
                  outstanding immediately prior to such event.

         (B)      The Corporation shall declare a dividend or distribution on
                  the Series A Preferred Stock as provided in paragraph (A) of
                  this Section immediately after it declares a dividend or
                  distribution on the Common Stock (other than a dividend or
                  distribution on the Common Stock (other than a dividend
                  payable in shares of Common Stock (other than a dividend
                  payable in shares of Common Stock (other than a dividend
                  payable in shares of Common Stock); provided that, in the
                  event no dividend or distribution shall have been declared on
                  the Common Stock during the period between any Quarterly
                  Dividend Payment Date and the next subsequent Quarterly
                  Dividend Payment Date, a dividend of $10 per share on the
                  Series A Preferred Stock shall nevertheless be payable on such
                  subsequent Quarterly Dividend Payment Date.

         (C)      Dividends shall begin to accrue and be cumulative on
                  outstanding shares of Series A Preferred Stock from the
                  Quarterly Dividend Payment Date next preceding the date of
                  issue of such shares, unless the date of issue of such shares
                  is prior to the record dated for the first Quarterly Dividend
                  Payment Date, in which case dividends on such shares shall
                  begin to accrue from the date of issue of such shares, or
                  unless the date of issue is a Quarterly Dividend Payment Date
                  or is a date after the record date for the determination of
                  holders of shares of Series A Preferred Stock entitled to
                  receive a quarterly dividend and before such Quarterly
                  Dividend Payment Date, in either of which events such


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                  dividends shall begin to accrue and be cumulative from such
                  Quarterly Dividend Payment Date. Accrued but unpaid dividends
                  shall not bear interest. Dividends paid on the shares of
                  Series A Preferred Stock in an amount less than the total
                  amount of such dividends at the time accrued and payable on
                  such shares shall be allocated pro rata on a share-by-share
                  basis among all such shares at the time outstanding. The Board
                  of Directors may fix a record date for the determination of
                  holders of shares of Series A Preferred Stock entitled to
                  receive payment of a dividend or distribution declared
                  thereon, which record date shall be not more than 60 days
                  prior to the date fixed for the payment thereof.

                               III. VOTING RIGHTS


                  The holders of shares of Series A Preferred Stock shall have
         the following voting rights:

                  (A)      Subject to the provision for adjustment hereinafter
                           set forth, each share of Series A Preferred Stock
                           shall entitle the holder thereof to 100 votes on all
                           matters submitted to a vote of the shareholders of
                           the Corporation. In the event the Corporation shall
                           at any time declare or pay any dividend on the Common
                           Stock payable in shares of Common Stock, or effect a
                           subdivision or combination or consolidation of the
                           outstanding shares of Common Stock (by
                           reclassification or otherwise than by payment of the
                           dividend in shares of Common Stock) into a greater or
                           lesser number of shares of Common Stock, then in each
                           such case the number of votes per share to which
                           holders of shares of Series A Preferred Stock were
                           entitled immediately prior to such event shall be
                           adjusted by multiplying such number by a fraction,
                           the numerator of which is the number of shares of
                           Common Stock outstanding immediately after such event
                           and the denominator of which is the number of shares
                           of Common Stock that were outstanding immediately
                           prior to such event.


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                  (B)      Except as otherwise provided herein, in any other
                           Certificate of Designation creating a series of
                           Preferred Stock or any similar stock, or by law, the
                           holders of shares of Series A Preferred Stock an the
                           holders of shares of Common Stock and any other
                           capital stock of the Corporation having general
                           voting rights shall vote together as one class on all
                           matters submitted to a vote of shareholders of the
                           Corporation.

                  (C)      Except as set forth herein, or as otherwise provided
                           by law, holders of Series A Preferred Stock shall
                           have no voting rights.

                            IV. CERTAIN RESTRICTIONS

                  (A)      Whenever quarterly dividends or other dividends or
                           distributions payable on the Series A Preferred Stock
                           as provided in Section II are in arrears, thereafter
                           and until all accrued and unpaid dividends and
                           distributions, whether or not declared, on shares of
                           Series A Preferred Stock outstanding shall have been
                           paid in full, the Corporation shall not:

                           (i)      declare or pay dividends, or make any other
                                    distributions, on any shares of stock
                                    ranking junior (either as to dividends or
                                    upon liquidation, dissolution or winding up)
                                    to the Series A Preferred Stock;

                           (ii)     declare or pay dividends, or make any other
                                    distributions, on any shares of stock
                                    ranking on a parity (either as to dividends
                                    or upon liquidation, dissolution or winding
                                    up) with the Series A Preferred Stock,
                                    except dividends paid ratably on the Series
                                    A Preferred Stock and all such parity stock
                                    on


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                                    which dividends are payable or in arrears in
                                    proportion to the total amounts to which the
                                    holders of all such shares are then
                                    entitled.

                           (iii)    Redeem or purchase or otherwise acquire for
                                    consideration shares of any stock ranging
                                    junior (either as to dividends or upon
                                    liquidation, dissolution or winding up) to
                                    the Series A Preferred Stock, provided that
                                    the Corporation may at any time redeem,
                                    purchase or otherwise acquire shares of any
                                    such junior stock in exchange for shares of
                                    any stock of the Corporation ranking junior
                                    (either as to dividends or upon dissolution,
                                    liquidation or winding up) to the Series A
                                    Preferred Stock; or

                           (iv)     Redeem or purchase or otherwise acquire for
                                    consideration any shares of Series A
                                    Preferred Stock, or any shares of stock
                                    ranking on a parity with the Series A
                                    Preferred Stock, except in accordance with a
                                    purchase offer made in writing or by
                                    publication (as determined by the Board of
                                    Directors) to all holders of such shares
                                    upon such terms as the Board of Directors,
                                    after consideration of the respective annual
                                    dividend rates and other relative rights and
                                    preferences of the respective series and
                                    classes, shall determine in good faith will
                                    result in


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                                    fair and equitable treatment among the
                                    respective series or classes.

                  (B)      The Corporation shall not permit any subsidiary of
                           the Corporation to purchase or otherwise acquire for
                           consideration any shares of stock of the Corporation
                           unless the Corporation could, under paragraph (A) of
                           this Section IV purchase or otherwise acquire such
                           shares at such time and in such manner.

                              V. REACQUIRED SHARES

         Any shares of Series A Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and many
be reissued as part of a new series of Preferred Stock subject to the conditions
and restrictions on issuance set forth herein, in the Restated Certificate of
Incorporation, in any other Certificate of Designations creating a series of
Preferred Stock or any similar or as otherwise required by law.

                   VI. LIQUIDATION, DISSOLUTION OR WINDING UP

         Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock shall have received $100 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount to be distributed per share to holders of shares
of Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which


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the holders of all such shares are entitled upon such liquidation, dissolution
or winding up. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

                        VII. CONSOLIDATION, MERGER, ETC.

         In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.


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                                VIII. REDEMPTION

         The shares of Series A Preferred Stock shall not be redeemable.

                                    IX. RANK

         The Series A Preferred Stock shall rank, with respect to the payment of
dividends and the distribution of assets, junior to all series of any other
class of the Corporation's Preferred Stock.

                                  X. AMENDMENT

         The Restated Certificate of Incorporation of the Corporation shall not
be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single series.

         IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its President and attested by its Secretary this
27th day of March, 1987.


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                                    President

Attest:


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Secretary


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