<PAGE>

EXHIBIT 3(a)

                          CERTIFICATE OF INCORPORATION
                                       OF
                               PICO PRODUCTS, INC.

                        (As Amended on November 19, 1996)

                            Under Section 807 of the

                            BUSINESS CORPORATION LAW

     FIRST:    The name of the Corporation is Pico Products, Inc. (the
"Corporation").

     SECOND:   The purposes for which it is to be formed are as follows:

          2.1    To conduct the business of manufacturing, buying, selling,
servicing, assembling, preparing for market, importing, exporting, leasing,
renting, distributing, advertising, promoting, owning, acquiring, developing,
inventing, patenting, and generally dealing in every sort of electrical, printed
circuit, cable television, radio, telecommunication, and other devices,
machinery, appliances, equipment and the purchasing, selling, pledging,
mortgaging, granting of security interests in licensing, leasing, and otherwise
acquiring, using and disposing of patents, patent rights, inventions,
trademarks, tradenames, trade secrets, copyrights, research, ideas and systems;
and to acquire all real estate and plant or plants necessary to carry out the
above objects.

          2.2    To manufacture, patent, buy, sell and generally deal in metal
name plates, alkali, acid and photo etched and any and all other kinds or types
of identification items, including tapes and labels for hard goods, hardware,
transportation, military, amusement, electrical, electronic and any other type,
kind or nature of item requiring product identification and all other kinds and
types of product identification, machinery and machinery for the manufacture
thereof.  To acquire all real estate and plant or plants necessary to carry out
the above objects.

          2.3    To borrow money, with or without pledge of, or security
interest in or mortgage on, all or any of its property, real or personal, as
security, and to loan and advance money upon mortgage on real and personal
property, or either of them.

          2.4    To sell, manage, improve, develop, assign, transfer, convey,
lease, sublease, pledge, grant a security interest in or otherwise alienate or
dispose of and to mortgage or otherwise encumber the lands, buildings, real
property, chattels, real and other property of the Corporation, wheresoever
situate, and any and all legal and equitable rights therein.

          2.5    To buy, sell, and deal in, with or without guarantee of
payment thereof, notes, stocks, bonds and mortgages and other like securities
and other kinds of property, whether real or personal, not prohibited or
especially excepted by law, and to do and prosecute any acts and thing
incidental to or proper in connection with the carrying out of its business.

          2.6    To subscribe for, purchase, invest in, hold, own, pledge, grant
a security interest in, assign, or otherwise dispose of, shares of capital
stock, bonds, mortgages, debentures, notes or other securities, obligations,
contracts, and evidences of indebtedness of corporations organized under the law
of the State of New York, and any other state of the United States, and of any
foreign government, and the bonds and other evidences of indebtedness of the
United States and foreign governments, and the stocks, bonds and indebtedness of
foreign corporations and municipalities.   To exercise in respect to any such
shares of stock, bonds, and other securities of corporations, municipalities,
foreign or domestic governments, any and all rights, powers, privileges of
individual ownership, including the right to vote, to issue bonds and other
obligations, and to secure the same by pledging or mortgaging the whole or any
part of the property of the Corporation, and to sell


                                       -1-

<PAGE>

or pledge such bonds and other obligations for proper corporate purposes, and to
do any and all acts and things tending to increase the value of the property at
any time held by it.  The Corporation shall be and hereby is authorized to
purchase, hold, acquire and dispose of the stocks, bonds and other evidences of
indebtedness of any corporation, domestic or foreign, and to issue and exchange
therefor its stock, bonds or other obligations.

          2.7    To purchase or otherwise acquire, undertake, carry on, improve
or develop all or any of the business, goodwill, rights, assets or liabilities
of any person, firm, association or corporation carrying on any kind of business
the same as, or of a similar nature to that which the Corporation is authorized
to carry on, pursuant to the provisions of this Certificate.

          2.8    To use its surplus earnings or accumulated profits in the
purchase or acquisition of its own capital shares from time to time as its Board
of Directors shall determine, and any capital shares purchased may, if the
Directors so determine, be held in the treasury of the Corporation as treasury
shares, or be thereafter reissued or disposed of in such manner as the
Directors, subject to the provisions of law, shall deem proper.

          2.9    To issue in exchange for stocks, bonds, contracts, mortgages or
other obligations of individuals, co-partners or corporations, the shares of the
Corporation therefor.

          2.10   To do all and everything necessary, suitable, useful or proper
for the accomplishment of any of the purposes or the attainment of any of the
objects or the furtherance of any of the powers hereinbefore set forth, as
principal or agent, either alone or in association with other corporations,
firms, or individuals, and to do every act or acts, thing or things incidental
or appurtenant to or growing out of or connected with any of the aforesaid
purposes, objects and powers, or any parts or part thereof, and to do any such
act or thing to the same extent and as fully as natural persons might or could
do in any part of the world.

          2.11   To buy, sell, manage and generally deal in goods, wares,
merchandise, and property of any and every class and description, and generally
do any and all things and exercise any and all powers which may now or hereafter
be lawful for a corporation to do or exercise under and pursuant to the Business
Corporation Law of the State of New York, or any other law that may be nor or
hereafter applicable to the Corporation.

     THIRD:      The total number of shares of all classes which the Corporation
shall have the authority to issue is fifteen million five hundred thousand
(15,500,000) shares, of which fifteen million (15,000,000) shall be common
shares, having a par value of $0.01 per share ("Common Shares"), and five
hundred thousand (500,000) shall be series preferred shares, having a par value
of $0.01 per share ("Preferred Shares").

          3.1    The designations, powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the shares of each class
shall be governed by the following provisions:

                 3.1.1   The Board of Directors of the Corporation has
authority, subject to the provisions of this Article THIRD and the limitations
prescribed by law, to authorize the issue of one or more series of Preferred
Shares and with respect to each such series to execute, deliver and file any
certificate which the Board of Directors may deem to be necessary or appropriate
under the Business Corporation Law of New York.  The authority of the Board of
Directors with respect to each of the series shall include, but not be limited
to, the fixing of the following by resolutions providing for the issue of that
series:


                                       -2-

<PAGE>

                    (a)  The designation of the series and the number of
                 Preferred Shares which shall constitute the series.

                    (b)  The dividend rate of the series, the conditions
                 and dates upon which dividends shall be payable, the
                 relation which the dividends shall bear to the dividends
                 payable on any other series or class of shares, and
                 whether such dividends shall be cumulative or non-
                 cumulative.

                    (c)  Whether the shares of the series shall be subject
                 to redemption by the Corporation and, if made subject to
                 redemption, the times, prices and other terms and
                 conditions of redemption.

                    (d)  Whether the shares of the series shall be
                 convertible into or exchangeable for shares of any other
                 series or class of shares of the Corporation, and, if
                 provision is made for conversion or exchange, the times,
                 prices, rates, adjustments, and other terms and conditions
                 of conversion or exchange.

                    (e)  The extent, if any, to which the holders of the
                 shares of the series shall be entitled to vote with
                 respect to the election of Directors or otherwise.

                    (f)  The restrictions, if any, on the issue or reissue
                 of any additional Preferred Shares of the series.

                    (g)  The rights of the holders of the shares of the
                 series upon the voluntary or involuntary liquidation,
                 merger, consolidation, distribution or sale of assets, or
                 dissolution or winding up, of the Corporation.

                    (h)  Such other designations, preferences and relative
                 participatory, optional or other special rights of the
                 shares of the series, and all other restrictions on the
                 Corporation in connection with the Preferred Shares
                 (subject to this Restated Certificate of Incorporation or
                 the laws of the State of New York).

                 3.1.2.  Except as otherwise required by law and except for such
voting powers with respect to the election of Directors or other matters as may
be stated in the resolution or resolutions of the Board of Directors providing
for the issue of any series of Preferred Shares, the holder of any such series
shall have no voting power whatsoever, and all voting rights shall be vested
exclusively in the holders of the outstanding Common Share and each such holder
shall be entitled to one vote per share for all purposes for each Common Share
held of record by such holder.

                 3.1.3   When dividends shall have been paid (or declared and
set aside for payment) on the Preferred Shares to the full extent of the
preferences, if any, dividends on the Common Shares and on any Preferred Shares
participating in dividends in addition to fixed dividends may then be paid out
of the funds of the Corporation which are legally available therefor.  Subject
to the limitations prescribed in this Article THIRD and any further limitations
which may from time to time be prescribed by the Board of Directors in
accordance


                                       -3-

<PAGE>

herewith, the holders of Common Shares shall be entitled to receive dividends on
the Common Shares when, as and if declared by the Board of Directors, out of the
funds of the Corporation which are legally available therefor.

                 3.1.4   No holder of shares of any class of shares of the
Corporation shall as such holder have any preemptive or preferential right of
subscription to any shares of any class of the Corporation or to any obligations
convertible into shares of the Corporation, issued or sold, or to any right of
subscription to, or to any warrant or option for the purchase of any thereof,
other than such (if any) as the Board of Directors of the Corporation, in its
discretion, may determine, from time to time.

          3.2.   Pursuant to this Paragraph THIRD of the Certificate of
Incorporation of the Corporation, there be and hereby is created a series of
Preferred Shares hereby designated as Series A Redeemable Preferred Shares, to
consist of one thousand (1,000) shares having a par value of $0.01 per share,
which series shall have the voting rights, designations, powers, preferences,
relative and other special rights, and qualifications, limitations and
restrictions set forth below:

                 3.2.1.  DESIGNATION.  The designation of the series of
Preferred Shares created hereby is Series A Redeemable Preferred Shares and the
number of shares constituting such series is one thousand (1,000) (the "Series A
Shares").

                 3.2.2.  RANK.  The Series A Shares shall, with respect to
dividend rights, rights on redemption and rights on liquidation, winding up and
dissolution, rank prior to all classes of common shares of the Corporation and
to each other class of capital shares or series of Preferred Shares of the
Corporation hereafter created which does not expressly provide that it ranks
senior to or on a parity with the Series A Shares.

                 3.2.3.  VOTING RIGHTS.  Except as otherwise provided by law,
the holder of the Series A Shares shall not be entitled to vote on any matters
with the holders of other voting capital shares.

                 3.2.4.  DIVIDENDS.  Except as otherwise provided in this
Paragraph 3.2.4, the holder of the Series A Shares shall not be entitled to
receive dividends.

                    (a)  GENERAL DIVIDEND OBLIGATIONS.  When and as
                 declared by the Board of Directors of the Corporation, the
                 Corporation shall pay to the holders of the Series A
                 Shares, out of the assets of the Corporation available for
                 such payment of dividends under the New York Business
                 Corporation Law, payable in preference and priority to any
                 payment of any dividend on common shares of the
                 Corporation, dividends at the times and in the amounts
                 provided in this Paragraph 3.2.4.  The Board of Directors
                 of the Corporation shall declare and pay to the holder of
                 Series A Shares dividends at the Dividend Rate described
                 in Paragraph 3.2.4(c) below on a quarterly basis; provided
                 that the Board of Directors may in its discretion postpone
                 the declaration and payment of one or more quarterly
                 dividends so long as dividends are declared and paid on at
                 least an annual basis.

                    (b)  CALCULATION OF DIVIDENDS.  Dividends for each
                 Series A Share will be calculated cumulatively on a
                 quarterly basis at the rate and in the manner


                                       -4-

<PAGE>

                 prescribed herein from and including the "Commencement Date"
                 with respect to such Series A Shares to, but excluding, the
                 date on which the Series A Shares are redeemed or the
                 Liquidation Price has been received with respect to the Series
                 A Shares, whether or not such dividends have been declared and
                 whether or not there are (at the time such dividends are
                 calculated or become payable or at any other time) profits,
                 surplus or other funds of the Corporation legally available for
                 the payment of dividends.

                    For the purposes of this Subparagraph 3.2.4(b), the
                 "Commencement Date" with respect to any Series A Share
                 shall be deemed to be the date of issuance regardless of
                 the number of times transfer of such Series A Share is
                 made on the share records maintained by or for the
                 Corporation and regardless of the number of certificates
                 which may be issued to evidence such Series A Share
                 (whether by reason of transfer of such Series A Share or
                 for any other reason.)

                    (c)  DIVIDEND RATE.  Dividends payable on the Series A
                 Shares shall be calculated cumulatively with respect to
                 each quarter in which dividends are due on each Series A
                 Share at a rate of 12% of the Liquidation Value per annum
                 ("Dividend Rate").  To the extent not paid on the first
                 day of each January, April, July, and October (each a
                 "Dividend Reference Date"), an amount equal to all
                 dividends which have been calculated on Series A Shares
                 then outstanding during the quarterly period (pro rated
                 for a shorter period as appropriate) ending on the day
                 immediately preceding such Dividend Reference Date shall
                 be added to the Redemption Price (as described in
                 Paragraph 3.2.7 hereof) of such Series A Share and will
                 remain a part thereof until (but only until) such
                 dividends are paid.  Any subsequent dividends which are
                 paid to the holder of the Series A Shares in respect
                 thereof shall, in all instances, be applied first to the
                 payment of amounts of dividends which have been added on
                 previous Dividend Reference Dates to the Redemption Price
                 until the Redemption Price of all Series A Shares shall be
                 equal to the original Redemption Price, as adjusted,
                 herein stated.

                    (d)  FORM OF PAYMENT.  The Dividend Rate shall be
                 payable quarterly in cash or in common shares of the
                 Corporation, as determined by the holders of a majority of
                 the outstanding Series A Shares, by notice to the
                 Corporation at least thirty (30) days prior to the
                 applicable Dividend Reference Date.  In the absence of
                 such notice, it shall be presumed that the dividend for
                 the applicable quarter shall be payable in cash.  In the
                 event that payment in the form of common shares is elected
                 by the holders of the Series A Shares, the number of
                 common shares issuable shall be determined by dividing the
                 amount of the dividend by the average Market Value (as
                 hereinafter defined) of the Corporation's common shares
                 over the ten consecutive trading days ending on the
                 trading day immediately prior to the Dividend Reference
                 Date.  "Market Value" shall mean the average of the high
                 and low prices of the common shares, as reported in The
                 Wall Street Journal, on the American Stock Exchange (or a
                 similar consolidated transactions report for the exchange
                 or other market on which the common shares


                                       -5-

<PAGE>

                 is then trading, if not the American Stock Exchange) for the
                 relevant date, or if no sales of common shares were made on
                 such exchange on such date, the average of the high and low
                 prices of such shares as reported in such composite transaction
                 report for the preceding day on which sales of shares were made
                 on such exchange.  If the common shares are not listed on a
                 national securities exchange at the time Market Value is to be
                 determined, then Market Value shall be determined by the Board
                 of Directors of the Corporation in good faith pursuant to such
                 method as the Board of Directors deems appropriate and
                 equitable.  Under no circumstances shall the Market Value of a
                 common share be less than its par value.  All fractional shares
                 shall be paid in cash.  All unpaid cash dividends shall be
                 cumulative.

                    (e)  PRIORITY.  So long as any Series A Shares shall be
                 outstanding, without the consent of the holders of a
                 majority of the outstanding Series A Shares, the
                 Corporation shall not declare or pay on the common shares
                 of the Corporation any dividend whatsoever, whether in
                 cash, property or otherwise, nor shall the Corporation
                 make any distribution on the common shares, nor shall any
                 common shares be purchased or redeemed by the Corporation
                 or any subsidiary thereof, unless (1) all dividends to
                 which the holders of Series A Shares have been entitled
                 for all previous dividend periods shall have been paid or
                 declared and a sum of money sufficient for the payment
                 thereof set apart, and (2) all Series A Shares which the
                 Corporation was theretofore obligated to redeem in
                 accordance with Paragraph 3.2.7 hereof shall have been
                 redeemed.

                 3.2.5.  LIQUIDATION.  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Series A Shares then outstanding shall be entitled
to be paid out of the assets of the Corporation available for distribution to
its shareholders an amount equal to one thousand dollars ($1,000.00) for each
Series A Share outstanding (such amount, as it may be adjusted from time to time
to give effect to any share splits or combinations, recapitalizations or other
similar events, the "Liquidation Value") plus an amount equal to all accumulated
but unpaid dividends thereon to the date fixed for the liquidation, dissolution
or winding up, before any payment shall be made or any assets distributed to the
holders of common shares.  Except as provided in the preceding sentence, holders
of Series A Shares shall not be entitled to any distribution in the event of
liquidation, dissolution or winding up of the affairs of the Corporation.  If
the assets of the Corporation are not sufficient to pay in full the liquidation
payments payable to the holders of the Series A Shares, then the holders of all
such shares shall share ratably in accordance with the respective amounts to
which the holders of outstanding Series A Shares would be entitled if all
amounts payable thereon were paid in full.  The liquidation payment with respect
to each outstanding fractional Series A Share (if any) shall be equal to a
ratably proportionate amount of the liquidation payment with respect to each
outstanding Series A Share.

                 3.2.6.  CONVERSION.  The Series A Shares shall not be
convertible into or exchangeable for shares of any other series or class of
shares of the Corporation.

                 3.2.7.  REDEMPTION.  The Series A Shares shall be redeemable as
follows:



                                       -6-

<PAGE>

                    (a)  OPTIONAL REDEMPTION.  The Series A Shares shall be
                 redeemable, at the option of the Corporation, in whole or
                 in part, at any time without penalty, at a redemption
                 price equal to one thousand dollars ($1,000.00) per share
                 (the "Redemption Price") plus an amount equal to all
                 accumulated but unpaid dividends thereon to the date fixed
                 for redemption.

                    (b)  MANDATORY REDEMPTION.  The Series A Shares shall
                 be redeemed, out of funds legally available therefor, at
                 the Redemption Price plus an amount equal to all
                 accumulated but unpaid dividends thereon to the date fixed
                 for redemption on the following dates and in the following
                 amounts:
                         (i)    One hundred (100) shares (less any shares
                    previously redeemed pursuant to Paragraph 3.2.7(a) or
                    3.2.7(b)) on or before November 30, 2000;
                         (ii)   Two hundred (200) shares (less any shares
                    previously redeemed pursuant to Paragraph 3.2.7(a) or
                    3.2.7(b)) on or before November 30, 2001;
                         (iii)  Four hundred (400) shares (less any shares
                    previously redeemed pursuant to Paragraph 3.2.7(a) or
                    3.2.7(b)) on or before November 30, 2002; and
                         (iv)   All outstanding shares on or before November 30,
                    2003.

                    (c)  REDEMPTION PROCEDURES.  When the Corporation
                 redeems the Series A Shares, the following procedures
                 shall apply:
                         (i)    When less than all of the outstanding Series A
                    Shares are being redeemed, the shares subject to redemption
                    shall be determined in the sole discretion of the
                    Corporation.
                         (ii)   Notice of redemption shall be given by first
                    class mail, postage prepaid, mailed not less than 30 days
                    nor more than 60 days prior to the date on which Series A
                    Shares are to be redeemed (any such date, a "redemption
                    date"), to the holder of record of the shares to be redeemed
                    at such holder's address as the same appears on the share
                    register of the Corporation.  Such notice shall state:  (a)
                    the redemption date; (b) the redemption price; (c) the
                    number of shares subject to redemption; and (d) the place or
                    places where certificates for such shares are to be
                    surrendered for payment of the redemption price.
                         (iii)  Notice having been mailed as aforesaid, from and
                    after the redemption date (unless default shall be made by
                    the Corporation in providing money for the payment of the
                    redemption price of the shares called for redemption) said
                    shares shall no longer be deemed to be outstanding and shall
                    have the status of authorized but unissued Series A Shares,
                    and shall not be reissued as Series A Shares, and all rights
                    of the holder thereof as a shareholder of the Corporation
                    (except the right to receive from the Corporation the
                    redemption price) shall cease.  Upon surrender in accordance
                    with said notice of the certificates for any shares so
                    redeemed (properly endorsed or assigned for transfer, if the
                    Board of Directors of the Corporation shall so require and
                    the notice shall so state), such shares shall be redeemed by
                    the Corporation at the redemption price aforesaid.


                                       -7-

<PAGE>

     FOURTH:     The office of the Corporation shall be located in the City of
Liverpool, county of Onondaga, State of New York, and the address to which the
Secretary of State shall mail a copy of process in any action or proceeding
against the Corporation which may be served upon him is 1001 Vine Street,
Liverpool, New York 13088.

     FIFTH:      The Secretary of State of the State of New York is designated
as the agent of the Corporation upon whom process in any action or proceeding
against it may be served.

     SIXTH:      The duration of the Corporation shall be perpetual.

     SEVENTH:    No Director shall be personally liable to the Corporation or
any of its shareholders for monetary damages for breach of duty as a Director,
except for liability if a judgment or other final adjudication adverse to such
Director establishes that such Director's acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that such
Director personally gained in fact a financial profit or other advantage to
which such Director was not legally entitled or that such Director's acts
violated Section 719 of the New York Business Corporation Law.  If the
Corporation hereafter may by law be permitted to further eliminate or limit the
personal liability of Directors, then pursuant hereto the liability of a
Director shall, at such time, automatically be further eliminated or limited to
the fullest extent permitted by law.  Any repeal or modification of this Article
SEVENTH by the shareholders of the Corporation shall not adversely affect any
right or protection of a Director of the Corporation existing at the time of
such repeal or modification with respect to acts or omissions occurring prior to
such repeal or modification.


                                       -8-