**Exhibit 3.1**

 

**AMENDED AND RESTATED**

** **

**CERTIFICATE OF INCORPORATION**

 

**OF**

 

**SAFETY PRODUCTS HOLDINGS, INC.**

 

1.             Name. The name of theCorporation is Safety Products Holdings, Inc.

 

2.             Registered Office and Agent.The address of the Corporation’s registered office in the State of Delaware isCorporation Trust Center, 1209 Orange Street, in the City of Wilmington, Countyof New Castle, DE 19801. The name of the Corporation’s registered agent at suchaddress is The Corporation Trust Company.

 

3.             Purpose. The purposes forwhich the Corporation is formed are to engage in any lawful act or activity forwhich corporations may be organized under the General Corporation Law ofDelaware and to possess and exercise all of the powers and privileges grantedby such law and any other law of Delaware.

 

4.             Authorized Capital. Theaggregate number of shares of stock which the Corporation shall have authority to issue is Fifteen Million(15,000,000) shares, all of which are of one class and are designated as CommonStock and each of which has a par value of One Cent ($0.01).

 

5.             Bylaws. The board ofdirectors of the Corporation is authorized to adopt, amend or repeal the bylawsof the Corporation, except as otherwise specifically provided therein.

 

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

 

7.             Right to Amend. TheCorporation reserves the right to amend any provision contained in thisCertificate as the same may from time to time be in effect in the manner now orhereafter prescribed by law, and all rights conferred on stockholders or othershereunder are subject to such reservation.

 

8.             Limitation on Liability. Thedirectors of the Corporation shall be entitled to the benefits of alllimitations on the liability of directors generally that are now or hereafterbecome available under the General Corporation Law of Delaware. Withoutlimiting the generality of the foregoing, no director of the Corporation shallbe liable to the Corporation or its stockholders for monetary damages forbreach of fiduciary duty as a director, except for liability (i) for any breachof the director’s duty of loyalty to the Corporation or its stockholders, (ii)for acts or omissions not in good faith or which involve intentional misconductor a**knowing violation of law,(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for

 

----

 

any transaction from which thedirector derived an improper personal benefit. Any repeal or modification ofthis Section 9 shall be prospective only, and shall not affect, to thedetriment of any director, any limitation on the personal liability of adirector of the Corporation existing at the time of such repeal ormodification.

 

10.           Miscellaneous. The Corporationelects not to be governed by Section 203 of the Delaware General CorporationLaw.

 

 

Dated: July 15, 2005

 
|   | /s/ Benjamin  A. Hochberg                            |
|--------|------------------------------------------------------|
|   | Benjamin A.  Hochberg, Vice President and  Secretary |

 

----