**Exhibit 3.1**

 

AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFPERRY JUDD’S HOLDINGS, INC.

Perry Judd’s Holdings,Inc., a corporation organized and existing under the General Corporation Law ofthe State of Delaware DOES HEREBY CERTIFY:

FIRST: The originalCertificate of Incorporation of Perry Judd’s Holdings, Inc. was filed with theSecretary of State of Delaware on December 28, 1994 under the name PPCHoldings, Inc., amended by a Certificate of Amendment filed on April 26, 1995,restated by a Restated Certificate of Incorporation on December 11, 1997, andamended by a Certificate of Amendment on July 16, 1998.

SECOND: The Amended andRestated Certificate of Incorporation of Perry Judd’s Holdings, Inc. in theform attached hereto as Exhibit A has been duly adopted in accordancewith the provisions of Sections 242 and 245 of the General Corporation Law ofthe State of Delaware by the directors and stockholders of the Corporation.

THIRD: The Amended andRestated Certificate of Incorporation so adopted reads in full as set forth in ExhibitA attached hereto and is hereby incorporated herein by this reference.

IN WITNESS WHEREOF, theundersigned has executed this Amended and Restated Certificate of Incorporationthis      day of March, 2002 andcertifies under penalty of perjury that the Amended and Restated Certificate isthe act and deed of the Corporation and that the statements herein are true.
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| Verne F. Schmidt |
| Secretary        |

 

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EXHIBIT A

AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFPERRY JUDD’S HOLDINGS, INC.

FIRST: The name of the corporation (hereinafter called the “Corporation”) isPerry Judd’s Holdings, Inc.

SECOND: The address of the registered office of the Corporation in the State ofDelaware is 1209 Orange Street, City of Wilmington, County of New Castle, andthe name of the registered agent of the Corporation in the State of Delaware atsuch address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act oractivity for which corporations may be organized under the General CorporationLaw of the State of Delaware.

FOURTH:

## A.    The total number of shares of all classes ofcapital stock which the Corporation shall have authority to issue is One MillionSeven Hundred Seventy-Five Thousand (1,775,000) shares, consisting of OneMillion (1,000,000) shares of Common Stock, par value of $.001 per share(“Common Stock”), and Seven Hundred Seventy-Five Thousand (775,000) shares ofPreferred Stock, par value of $.001 (“Preferred Stock”), all of which shares ofPreferred Stock shall be designated “Series A Preferred Stock.”

A description of therespective classes of stock and a statement of the designations,preferences,  voting powers, relative,participating, optional or other special rights and privileges and thequalifications, limitations and restrictions of the Common Stock and Series APreferred Stock are as follows:

## B.            SERIES A PREFERRED STOCK

### 1.             Numberof Shares.  The series of PreferredStock designated and known as “Series A Preferred Stock” shall consist of775,000 shares.

### 2.             Rank.  The Series A Preferred Stock shall, withrespect to dividend rights and rights on liquidation, winding up or dissolutionof the Corporation, rank prior to the Corporation’s Common Stock and to allother classes and series of equity securities of the Corporation now or (exceptas otherwise approved by the holders of the Series A Preferred 

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### Stock) hereafter created, authorized, issued oroutstanding (the Common Stock and such other classes and series of equitysecurities collectively referred to herein as the “Junior Stock”).

### 3.             Dividends.

#### a.             Theholders of the Series A Preferred Stock shall be entitled to receive dividendspayable in that number of shares of Series A Preferred Stock equal to 15%multiplied by the aggregate number of shares of Series A Preferred Stock heldby such stockholder (as adjusted for any stock dividends, combinations orsplits with respect to such shares) per annum, payable out of funds legallyavailable therefor and in preference to and in priority over any dividends withrespect to Junior Stock.

#### b.             Dividendson the outstanding shares of Series A Preferred Stock shall begin to accrue andbe cumulative (regardless of whether such dividends shall have been declared bythe Board of Directors) from and including the date of original issuance of anyshares of Series A Preferred Stock, and shall be payable in arrears on March31, June 30, September 30 and  December31 of each year (each of such dates, a “Dividend Payment Date”), commencingDecember 31, 1997.

#### c.             Theamount of any dividends “accumulated” on any share of Series A Preferred Stockat any Dividend Payment Date shall be deemed to be the amount of any unpaiddividends accrued thereon to and excluding such Dividend Payment Dateregardless of whether declared, and the amount of dividends “accumulated” onany share of Series A Preferred Stock at any date other than a Dividend PaymentDate shall be calculated as the amount of any unpaid dividends accrued, plus anamount calculated on the basis of the annual dividend rate for the period fromand including such last preceding Dividend Payment Date (regardless of whetherdeclared) to and excluding the date as of which the calculation is made.

#### d.             Solong as any shares of Series A Preferred Stock shall be outstanding, if (i) theCorporation shall fail to pay any accumulated dividend (regardless of whetherdeclared) on any outstanding shares of Series A Preferred Stock on anyapplicable Dividend Payment Date and such failure shall be continuing or (ii)the Corporation shall be in default or in arrears with respect to any agreementfor the redemption, purchase or other acquisition, or retirement of, or withrespect to, any shares of the Series A Preferred Stock, then the Corporationmay not (A) declare, pay or set apart for payment any cash dividends on anyshares of Common Stock or other Junior Stock, or (B) make any payment on accountof, or set apart payment for, the purchase or other acquisition, redemption,retirement or other requirement of, or with respect to, any sinking or othersimilar fund or agreement for the purchase or other acquisition, redemption,retirement or other requirement of, or with respect to, any shares of CommonStock or other Junior Stock or any warrants, rights, calls or optionsexercisable or exchangeable for or convertible into Common Stock or otherJunior Stock, or (C) make any distribution in respect of any shares of CommonStock or other Junior Stock or any warrants, rights, calls or optionsexercisable or exchangeable for or convertible into Common Stock or otherJunior Stock, whether directly or indirectly, and whether in cash, obligationsor securities of the Corporation or other property, other than dividends ordistributions of (I) Common Stock or other Junior Stock which is neitherconvertible into nor exchangeable or exercisable for any securities of theCorporation other than Common Stock or other Junior Stock, or (II) rights,

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####  warrants,option or calls exercisable or exchangeable for or convertible into CommonStock or other Junior Stock, or (D) permit any corporation or other entitycontrolled directly or indirectly by the Corporation to purchase or otherwiseacquire or redeem any shares of Common Stock or other Junior Stock or anywarrants, rights, calls or options exercisable or exchangeable for orconvertible into shares of Common Stock or other Junior Stock; provided,however, that the foregoing restrictions shall not apply to (x) therepurchase of all, but not less than all, shares of Common Stock from anyemployee, officer, director, consultant or other person performing services forthe Corporation or any of its subsidiaries (each a “Management Individual”)pursuant to agreements under which the Corporation has the option to repurchasesuch shares upon the termination of employment, by reason of death, disability,resignation, retirement or otherwise, provided, that such repurchases ofshares of Management Individuals, less sales of such shares to ManagementIndividuals (but not in excess of repurchases of such shares prior to the dateof any relevant sale), shall not exceed in the aggregate 10% of the outstandingCommon Stock at the time of any such repurchase.

#### e.             Subjectto the foregoing provisions, dividends with respect to the outstanding sharesof Series A Preferred Stock may be declared and paid or set apart for paymentat any time and from time to time, without reference to any regular DividendPayment Date, to holders of record as they appear on the stock transfer booksof the Corporation at the close of business on the record date established withrespect to such payment.  All dividendspaid with respect to Series A Preferred Stock shall be paid pro rata to theholders of Series A Preferred Stock entitled thereto.

#### f.              Subjectto the foregoing provisions hereof and applicable law, the Board of Directors(i) may declare and the Corporation may pay or set apart for payment ofdividends on any Junior Stock, (ii) may make any payment on account of, or setapart payment for, sinking fund or other similar fund or agreement for thepurchase or other acquisition, redemption, retirement or other requirements of,or with respect to, any Junior Stock or any warrants, rights, calls or optionsexercisable or exchangeable for or convertible into any Junior Stock, (iii) maymake any distribution in respect to any Junior Stock or any warrants, rights,calls or options exercisable or exchangeable for or convertible into any JuniorStock, whether directly or indirectly, and whether in cash, obligations orsecurities of the Corporation or other property, and (iv) may, and may permitany corporation or other entity controlled directly or indirectly by theCorporation to, purchase or otherwise acquire, redeem or retire any JuniorStock or any warrants, rights, calls or options exercisable or exchangeable foror convertible into any Junior Stock, and the holders of the shares of theSeries A Preferred Stock shall not be entitled to share therein.

### 4.             LiquidationPreference.

#### a.             Inthe event of any liquidation, dissolution or winding up of the Corporation,whether voluntary or involuntary, the holders of the Series A Preferred Stockshall be entitled to receive, prior and in preference to any distribution ofany of the assets or surplus funds of the Corporation to the holders of theCommon Stock or any other Junior Stock by reason of their ownership thereof,the amount of $100.00 (as adjusted for any stock dividends, combinations orsplits with respect to such shares), plus all accrued or declared but unpaiddividends, to and including the date of such liquidation, dissolution andwinding up of the

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####  Corporation,on such share for each share of Series A Preferred Stock then held by them oraccrued as dividends under Section 3 of this Article IV.B.  If upon the occurrence of such event, theassets and funds thus distributed among the holders of the Series A PreferredStock shall be insufficient to permit the payment to such holders of the fullaforesaid preferential amount, then the entire assets and funds of theCorporation legally available for distribution shall be distributed ratablyamong the holders of the Series A Preferred Stock in proportion to thepreferential amount each such holder is otherwise entitled to receive.

#### b.             CommonStock.  After the completion of thedistribution required by subsection (a) above, subject to the rights of otherseries of preferred stock which may from time to time come into existence, theentire remaining assets and funds of the Corporation legally available fordistribution, if any, shall be distributed among the holders of the CommonStock in proportion to the shares of Common Stock then held by them.

### 5.             VotingRights; Restrictions and Limitations.

#### a.             TheSeries A Preferred Stock shall be nonvoting stock, except to the extentrequired by Delaware General Corporation Law, and as described in subsection(b) below.

#### b.             TheCorporation will not amend its Certificate of Incorporation or Bylaws withoutthe approval, by vote or written consent, of the holders of 51% of the Series APreferred Stock, if such amendment would change the powers, preferences, orspecial rights of shares of the Series A Preferred Stock so as to affect themadversely.  Without limiting thegenerality of the preceding sentences of this Section 5(b), the Corporationwill not amend its Certificate of Incorporation or Bylaws without the approval,by vote or written consent, of the holders of 51% of the Series A PreferredStock, if such amendment would:

##### (i)            Reducethe dividend rates on the Series A Preferred Stock provided for herein, makesuch dividends noncumulative, or defer the date from which dividends willaccrue, or cancel accrued and unpaid dividends, change the relative seniorityrights of the holders of the Series A Preferred Stock as to the payment ofdividends in relation to the holders of the Series A Preferred Stock, CommonStock or any other Junior Stock;

##### (ii)           Reducethe amount payable to the holders of any series of Preferred Stock upon thevoluntary or involuntary liquidation, dissolution, or winding up theCorporation, change the relative seniority of the liquidation preferences ofthe holders of the Series A Preferred Stock to the rights upon liquidation ofthe holders of the Series A Preferred Stock, Common Stock or any other JuniorStock;

##### (iii)          Increasethe aggregate number of authorized shares of the Series A Preferred Stock, ordecrease such number below the number of the Series A Preferred Stock thenoutstanding; provided, however, that the number of shares of Series A PreferredStock shall not be decreased below such number necessary to pay dividends onany issued and outstanding shares of Series A Preferred Stock; or

##### (iv)          Increaseor decrease the par value of the Series A Preferred Stock.

 

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### 6.             NoReissuance of Preferred Stock.  Noshare or shares of the Series A Preferred Stock acquired by the Corporation byreason of redemption, purchase, conversion or otherwise shall be reissued, andall such shares shall be cancelled, retired and eliminated from the shareswhich the Corporation shall be authorized to issue.

### 7.             MaximumRate.  It is the intention of theCorporation to comply with applicable laws (now or hereafter enacted);accordingly, notwithstanding any provision to the contrary in this Amended andRestated Certificate of Incorporation, in no event shall this Amended andRestated Certificate of Incorporation require the payment or permit thecollection of additional dividends or other return on investment in excess ofthe maximum amount permitted by such laws. If any such excess additional dividends or return is charged, taken,reserved or received under this Amended and Restated Certificate ofIncorporation, so that under any of such circumstances the amount of additionaldividends or return charged, taken, reserved or received under this Amended andRestated Certificate of Incorporation shall exceed the maximum amount ofadditional dividends or return permitted by applicable laws, now or hereafterenacted, then in any such event the provisions of this Section 7 shall governand control and the amount of additional dividends or return shall beautomatically reduced to the maximum lawful rate permitted under applicablelaws as now or hereafter construed by the courts having jurisdiction thereof.

## C.    COMMON STOCK

### 1.             RelativeRights of Preferred Stock and Common Stock.  All preferences, voting powers, relative, participating, optionalor other special rights and privileges, and qualifications, limitations, orrestrictions of the Common Stock are expressly made subject and subordinate tothose that may be fixed with respect to any shares of the Series A PreferredStock.

### 2.             VotingRights.  Except as otherwiserequired by law or this Amended and Restated Certificate of Incorporation, eachholder of Common Stock shall have one vote in respect of each share of stockheld by him of record on the books of the Corporation for the election ofdirectors and on all matters submitted to a vote of stockholders of theCorporation.

### 3.             Dividends.  Subject to the preferential rights of theSeries A Preferred Stock, if any, the holders of shares of Common Stock shallbe entitled to receive, when and if declared by the Board of Directors, out ofthe assets of the Corporation which are by law available therefor, dividendspayable either in cash, in property or in shares of capital stock.

### 4.             Dissolution,Liquidation or Winding Up.  In theevent of any dissolution, liquidation or winding up of the affairs of theCorporation, after distribution in full of the preferential amounts, if any, tobe distributed to the holders of shares of the Series A Preferred Stock,holders of Common Stock shall be entitled, unless otherwise provided by law orthis Amended and Certificate of Incorporation, to receive all of the remainingassets of the Corporation of whatever kind available for distribution tostockholders ratably in proportion to the number of shares of Common Stock heldby them respectively.

 

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FIFTH: In furtherance and not in limitation of the powers conferred by statute,the Board of Directors shall have the power, both before and after receipt ofany payment for any of the Corporation’s capital stock, to adopt, amend, repealor otherwise alter the Bylaws of the Corporation without any action on the partof the stockholders.

SIXTH: The number of directors of the Corporation shall be fixed from time totime by, or in the manner provided in, the Bylaws or amendment thereof dulyadopted by the Board of Directors or by the stockholders.

SEVENTH: Elections of directors need not be by written ballot unless the Bylawsshall so provide.

EIGHTH: Meetings of stockholders may be held within or without the State ofDelaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provisioncontained in the statutes) outside the State of Delaware at such place orplaces as may be designated from time to time by the Board of Directors or inthe Bylaws.

NINTH: A director of the Corporation shall not be personally liable to theCorporation or its stockholders for monetary damages for breach of fiduciaryduty as a director, except for liability (i) for any breach of the director’sduty of loyalty to the Corporation or its stockholders, (ii) for acts oromissions not in good faith or which involve intentional misconduct or aknowing violation of law, (iii) under Section 174 of the Delaware GeneralCorporation Law, or (iv) for any transaction from which the director derivedany improper personal benefit.  If theDelaware General Corporation Law is amended after the date hereof, to authorizecorporate action further eliminating or limiting the personal liability ofdirectors then the liability of a director of the Corporation shall beeliminated or limited to the fullest extent permitted by the Delaware GeneralCorporation Law as so amended.

Any repeal ormodification of the foregoing provisions of this Article Nine by thestockholders of the Corporation shall not adversely affect any right orprotection of a director of the Corporation existing at the time of such repealor modification.

TENTH: The Corporation reserves the right to amend, alter, change or repeal anyprovision contained in this Amended and Restated Certificate of Incorporation,in the manner now or hereafter prescribed by statute, and all rights conferredupon stockholders herein are granted subject to this reservation.

 

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