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EXHIBIT 3.1(b)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Paragon Corporate Holdings Inc., a corporation (the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said Corporation:
RESOLVED, that the Certificate of Incorporation of Paragon
Corporate Holdings Inc. be amended by changing the fourth article
thereof so that, as amended, said article shall be and read as follows:
"4. The total number of shares which the
Corporation shall have authority to issue is Five
Million (5,000,000), common shares; each share being
one penny ($.01) par value stock."
SECOND: That in lieu of a meeting and vote
of stockholders, the stockholders have given
unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly
adopted in accordance with the applicable provisions
of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said PARAGON CORPORATE HOLDINGS INC. has caused this
certificate to be signed by John H. Fountain, its Chairman this 26th day of May,
2000.
By:
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Title:
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