EXHIBIT 3.1

ARTICLES OF INCORPORATION
OF
ZOMAX OPTICAL MEDIA, INC.

The undersigned individual, being of full age, for the purpose of forming a corporation under and pursuant to Chapter 302A of the Minnesota Statutes, as
amended, hereby adopts the following Articles of Incorporation:

ARTICLE 1NAME

1.1)The name of the corporation shall be Zomax Optical Media, Inc.

ARTICLE 2REGISTERED OFFICE

2.1)The registered office of the corporation is located at 5353 Nathan Lane, Plymouth, Minnesota
55442.

ARTICLE 3CAPITAL STOCK

3.1)Authorized Shares; Establishment of Classes and Series.The aggregate number of shares the
corporation has authority to issue shall be 25,000,000 shares, which shall have a par value of $.01 per share solely for the purpose of a statute or regulation imposing a tax or fee based upon the
capitalization of the corporation, and which shall consist of 15,000,000 common shares and 10,000,000 undesignated shares. The Board of Directors of the corporation is authorized to establish from the
undesignated shares, by resolution adopted and filed in the manner provided by law, one or more classes or series of shares, to designate each such class or series (which may include but is not
limited to designation as additional common shares), and to fix the relative rights and preferences of each such class or series.

3.2)Issuance of Shares.The Board of Directors of the corporation is authorized from time to time to
accept subscriptions for, issue, sell and deliver shares of any class or series of the corporation to such persons, at such times and upon such terms and conditions as the Board shall determine,
establishing a price in money or other consideration, or a minimum price, or a general formula or method by which the price will be determined.

3.3)Issuance of Rights to Purchase Shares.The Board of Directors is further authorized from time to
time to grant and issue rights to subscribe for, purchase, exchange securities for, or convert securities into, shares of the corporation of any class or series, and to fix the terms, provisions and
conditions of such rights, including the exchange or conversion basis or the price at which such shares may be purchased or subscribed for.

3.4)Issuance of Shares to Holders of Another Class or Series.The Board is further authorized to issue
shares of one class or series to holders of that class or series or to holders of another class or series to effectuate share dividends or splits.

ARTICLE 4RIGHTS OF SHAREHOLDERS

4.1)No Preemptive Rights.No shares of any class or series of the corporation shall entitle the
holders to any preemptive rights to subscribe for or purchase additional shares of that class or series or any other class or series of the corporation now or hereafter authorized or issued.

4.2)No Cumulative Voting Rights.There shall be no cumulative voting by the shareholders of the
corporation.

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ARTICLE 5MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION

5.1)Where approval of shareholders is required by law, the affirmative vote of the holders of at least a majority of
the voting power of all shares entitled to vote shall be required to authorize the corporation (i) to merge into or with one or more other corporations, (ii) to exchange its shares for
shares of one or more other corporations, (iii) to sell, lease, transfer or otherwise dispose of all or substantially all of its property and assets, including its good will, or (iv) to
commence voluntary dissolution.

ARTICLE 6AMENDMENT OF ARTICLES OF INCORPORATION

6.1)After the issuance of shares by the corporation, any provision contained in these Articles of Incorporation may be
amended, altered, changed or repealed by the affirmative vote of the holders of at least a majority of the voting power of the shares present and entitled to vote at a duly held meeting or such
greater percentage as may be otherwise prescribed by the laws of the State of Minnesota.

ARTICLE 7LIMITATION OF DIRECTOR LIABILITY

7.1)To the fullest extent permitted by Chapter 302A, Minnesota Statutes, as the same exists or may hereafter be
amended, a director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE 8INCORPORATOR

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



IN
WITNESS WHEREOF, the undersigned incorporator has hereunto set her hand this 21st day of February, 1996.



Filed
with the State of Minnesota
February 22, 1996

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ARTICLES OF MERGER
OF
ZOMI CORP.
INTO
ZOMAX OPTICAL MEDIA, INC.

Pursuant to the provisions of Minnesota Statutes, Chapter 302A, and particularly Section 302A.621 thereof, the following Articles of Merger are executed on the
date hereinafter set forth:

FIRST:
Attached hereto as Exhibit A is a copy of the Plan of Merger adopted by resolution approved by the unanimous affirmative vote of the members of the Board of Directors of
Zomax Optical Media, Inc., a Minnesota corporation ("Zomax"), to merge ZOMI Corp., a Minnesota corporation ("ZOMI"), into Zomax.

SECOND:
ZOMI has 5,500 outstanding shares, all of which are owned by Zomax.

THIRD:
The merger shall be effective on May 10, 1996, the date on which these Articles of Merger are filed with the Secretary of State.

Executed
on May 10, 1996.

| |  | ZOMAX OPTICAL MEDIA, INC.
| |  | -------------------------
| |  | By                       

Filed with the State of Minnesota
May 10, 1996

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EXHIBIT A

Approval of Plan of Merger

RESOLVED, that the following Plan of Merger of ZOMI Corp. ("ZOMI") into Zomax Optical Media, Inc. ("Zomax") be and it hereby is adopted and approved:



FURTHER
RESOLVED, that the President of this corporation be and he hereby is authorized and directed to execute Articles of Merger embodying the foregoing Plan and to cause the same
to be filed with the Secretary of State of the State of Minnesota.

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ARTICLES OF MERGER
OF
ZOMAX SERVICES, INC.
(A MINNESOTA CORPORATION)
INTO
ZOMAX OPTICAL MEDIA, INC.
(A MINNESOTA CORPORATION)

Pursuant to Section 302A.621 of the Minnesota Statutes, the undersigned corporations execute the following Articles of Merger:

FIRST:
Zomax Services, Inc., a Minnesota corporation ("Zomax Services") has 100 shares of Common Stock outstanding, all of which are owned by Zomax Optical Media, Inc., a Minnesota
corporation ("Zomax Optical").

SECOND:
Attached hereto as Exhibit A is a copy of the Plan of Merger adopted by resolution approved by the unanimous affirmative vote of the members of the Board of Directors of Zomax
Optical to merge Zomax Services with and into Zomax Optical, which will survive.

THIRD:
The merger shall be effective on the date that these Articles of Merger are filed with the Minnesota Secretary of State.

Dated:
December 17, 1998

| |  | ZOMAX OPTICAL MEDIA, INC.
| |  | -------------------------
| |  | By                       

Filed with the State of Minnesota
December 22, 1998

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EXHIBIT A

Approval of Plan of Merger of Zomax Services into the Company

RESOLVED, that the following Plan of Merger of Zomax Services, Inc. ("Zomax Services") into Zomax Optical Media, Inc. ("Zomax Optical") be and it hereby is
adopted and approved:



FURTHER
RESOLVED, that the officers of this corporation be and they hereby are authorized and directed to execute Articles of Merger embodying the foregoing Plan and to cause the same
to be filed with the Secretary of State of Minnesota.

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ARTICLES OF MERGER
OF
TROTTER TECHNOLOGIES, INC.
(A CALIFORNIA CORPORATION)
INTO
ZOMAX OPTICAL MEDIA, INC.
(A MINNESOTA CORPORATION)

Pursuant to Section 302A.621 of the Minnesota Statutes and Section 1110 of the California Statutes, the undersigned corporations execute the following Articles
of Merger:

FIRST:
Trotter Technologies, Inc., a Minnesota corporation ("Trotter") has 1,000 shares of Common Stock outstanding, all of which are owned by Zomax Optical Media, Inc., a Minnesota
corporation ("Zomaxl").

SECOND:
Attached hereto as Exhibit A is a copy of the Plan of Merger adopted by resolution approved by the unanimous affirmative vote of the members of the Board of Directors of Zomax
to merge Trotter with and into Zomax, which will survive.

THIRD:
The merger shall be effective on the date that these Articles of Merger are filed with the Minnesota Secretary of State.

Dated:
December 17, 1998

| |  | ZOMAX OPTICAL MEDIA, INC.
| |  | -------------------------
| |  | By                       

Filed with the State of Minnesota
December 22, 1998

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EXHIBIT A

Approval of Plan of Merger of Trotter Technologies into the Company

RESOLVED, that the following Plan of Merger of Trotter Technologies, Inc. ("Trotter") into Zomax Optical Media, Inc. ("Zomax") be and it hereby is adopted and
approved:



FURTHER
RESOLVED, that the officers of this corporation be and they hereby are authorized and directed to execute Articles of Merger embodying the foregoing Plan and to cause the same
to be filed with the Secretaries of State of Minnesota and California.

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ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
ZOMAX OPTICAL MEDIA, INC.

Pursuant to the provisions of Minnesota Statutes, Section 302A.135, the following amendment to the Articles of Incorporation of Zomax Optical Media, Inc.,
amending and restating Section 1.1 of Article 1 in its entirety, was duly adopted by the shareholders of the corporation on May 3, 1999:

1.1)The name of the corporation is Zomax Incorporated.

The
undersigned swears that the foregoing is true and accurate and that the undersigned has the authority to sign this document on behalf of the corporation.

Dated:
May 3, 1999

| |  |  | /s/JAMES T. ANDERSONJames T. Anderson,President and Chief Executive Officer
| |  |  | ---------------------------------------------------------------------------

Filed with the State of Minnesota
May 5, 1999

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CERTIFICATE OF DESIGNATION
OF ADDITIONAL SHARES
OF
ZOMAX INCORPORATED

The undersigned hereby certifies that the resolutions set forth below were duly adopted by the Board of Directors of Zomax Incorporated, a Minnesota
corporation, on July 14, 1999:



I
swear that the foregoing is true and accurate and that I have the authority to sign this document on behalf of the corporation.

Dated:
July 26, 1999

| |  |  | /s/JAMES T. ANDERSONJames T. Anderson,President and Chief Executive Officer of Zomax Incorporated
| |  |  | -------------------------------------------------------------------------------------------------

Filed with the State of Minnesota
July 28, 1999

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ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
ZOMAX INCORPORATED

Pursuant to the provisions of Minnesota Statutes, Section 302A.135, the following amendment to the Articles of Incorporation of Zomax Incorporated, amending
and restating Section 3.1 of Article 3 in its entirety, was duly approved by the shareholders of the corporation on April 19, 2000:



The
undersigned swears that the foregoing is true and accurate and that the undersigned has the authority to sign this document on behalf of the corporation.

Dated:
April 24, 2000

| |  |  | /s/JAMES E. FLAHERTYJames E. Flaherty Chief Financial Officer
| |  |  | -------------------------------------------------------------

Filed with the State of Minnesota
April 27, 2000

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