<PAGE>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
CONCORD CAMERA CORP.
To: The Secretary of State
State of New Jersey
THE UNDERSIGNED over eighteen years of age, for the purpose of
forming a corporation pursuant to the provisions of Title 14A, Corporations,
General, of the New Jersey Statutes, does hereby execute the following
Certificate of Incorporation:
FIRST: The name of the corporation is CONCORD CAMERA CORP.
SECOND: The purposes for which the corporation is organized
are:
To engage in any activity within the lawful business purposes
for which corporations may be organized under the New Jersey Business
Corporation Act.
In general, to carry on any business in connection with the
foregoing, and to have and exercise all the powers conferred by Title 14A,
Corporations, General, Revised Statutes of New Jersey, and to do any or all of
the things hereinbefore set forth to the same extent as natural persons might
or could do, and in any part of the world.
THIRD: The aggregate number of shares which the corporation
shall have authority to issue is Two Thousand Five Hundred (2,500), without
par value, all of which shall be Common Stock.
FOURTH: The address of the corporation's initial registered
office is 28 West State Street, Trenton, New Jersey and the name of the
corporation's initial registered agent at such address is The Corporation Trust
Company.
FIFTH: The number of directors constituting the initial board of
directors shall be two, and the names and addresses of the directors are as
follows:
Names Addresses
----- ---------
Jack Benun P.O. Box 288, Allenhurst,
New Jersey 07111
Maurice J. Fischberg 2100 Linwood Avenue, Fort Lee,
New Jersey 07024
<PAGE>
SIXTH: The name and address of the sole incorporator is as
follows:
Name Address
---- -------
Jack Benun P.O. Box 288, Allenhurst,
New Jersey 07111
IN WITNESS WHEREOF, I, the incorporator of the above-named corporation,
have hereunto signed this Certificate of Incorporation on the 28th day of
September, 1982.
_____________________________________________
Jack Benun
-2-
<PAGE>
FILED
APR 19, 1988
JANE BURGIO
Secretary of State
0436042
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendments to the Certificate of Incorporation were
approved by the directors and duly adopted by the shareholders of the
corporation on the 11th day of April, 1988:
RESOLVED, that ARTICLE THIRD of the Certificate of
Incorporation be amended to read as follows:
"THIRD: The aggregate number of shares which the
corporation shall have authority to issue is Ten Million (10,000,000),
without par value, all of which shall be Common Stock."
FURTHER RESOLVED, that Articles SEVENTH and EIGHTH be added to
the Certificate of Incorporation, each to read in their entirety, as
follows:
"SEVENTH: The corporation shall, to the fullest extent
permitted by Section 14A:3-5 of the New Jersey Business Corporation Act, as the
same may be amended and supplemented, indemnify any and all corporate
agents whom it shall have power to indemnify under said section from and against
any and all of the expenses, liabilities, or other matters referred to in or
covered by said Section, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of shareholders, or otherwise, and
shall continue as to a person who has ceased to be a corporate agent and shall
inure to the benefit of the heirs, executors, administrators, and personal
representatives of such a corporate agent. The term "corporate agent" as used
herein shall have the meaning attributed to it by Sections 14A:3-5 and 14A:5-2l
of the New Jersey Business Corporation Act and by any other applicable provision
of law.
<PAGE>
EIGHTH: The personal liability of the directors of the
corporation is hereby limited to the fullest extent permitted by subsection
14A:2-7(3) of the New Jersey Business Corporation Act, as the same may be
amended and supplemented."
3. The number of shares outstanding at the time of the adoption of the
amendment was 1,000. The total number of shares entitled to vote thereon was
1,000.
4. The number of shares voting for and against such amendment is as
follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
1000 0
Dated this 18th day of April, 1988.
CONCORD CAMERA CORP.
BY:
--------------------------------------
Jack Benun, President
<PAGE>
FILED
MAY 17, 1988
JANE BURGIO
Secretary of State
0443163
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation was
approved by the directors and duly adopted by the shareholders of the
corporation on the 12th day of May, 1988:
RESOLVED, that ARTICLE NINTH be added to the Certificate of
Incorporation to read in its entirety as follows:
"NINTH: Each of the 1,000 Common Shares; without par value, of
the Corporation outstanding as of April 19, 1988, are hereby divided into 1,154
Common Shares, without par value. After giving effect to the stock split, the
total number of authorized shares of the Corporation will continue at
10,000,000."
3. The number of shares outstanding at the time of the adoption of the
amendment was 1,000. The total number of shares entitled to vote thereon was
1,000.
4. The number of shares voting for and against such amendment is as
follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
1,000 0
Dated this 12th day of May, 1988.
CONCORD CAMERA CORP.
By:
---------------------------------------
Jack C. Benun, President
<PAGE>
FILED
Jul 1, 1988
JANE BURGIO
Secretary of State
0457060
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation was
approved by the directors and duly adopted by the shareholders of the
corporation on the 30th day of June, 1988.
RESOLVED, that ARTICLE TENTH, relating to the removal of
directors of the Corporation, be added to the Certificate of
Incorporation to read in its entirety as follows:
"TENTH: one or more or all the directors of the Corporation
may be removed for cause by the shareholders by the affirmative vote of
the majority of the votes cast by the holders of shares entitled to
vote for the election of directors; and one or more or all the
directors may be removed without cause by like vote of said
shareholders. The Board of Directors shall have the power to remove
directors for cause and to suspend directors pending a final
determination that cause exists for removal."
3. The number of shares outstanding at the time of the adoption of
the amendment was 1,154,000. The total number of shares entitled to vote
thereon was 1,154,000.
4. The number of shares voting for and against such amendment is as
follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
1,154,000 0
Dated this 30th day of June, 1988.
CONCORD CAMERA CORP.
BY:
-------------------------
Jack C. Benun, President
<PAGE>
FILED
DEC 16, 1991
JOAN HABERLE
Secretary of State
0736683
CERTIFICATE OF AMENDMENT (NO. 4) TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A: 9-2 (4) and Section
14A:9-4(3), of the New Jersey Business Corporation Act, the undersigned
corporation executes the following Certificate of Amendment to its
Certificate of Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation
was approved by the corporation's Board of Directors on October 17,1991
and duly adopted by the shareholders of the corporation on the 25th day
of November, 1991:
RESOLVED, that ARTICLE THIRD of the Certificate of
Incorporation be amended to read as set forth in its entirety
as follows:
"THIRD: The aggregate number of shares which the
corporation shall have authority to issue is Twenty Million
(20,000,000), without par value, all of which shall be Common
Stock."
3. The total number of shares entitled to vote thereon was
5,098,395 shares.
4. The number of shares voting for and against such amendment
are as follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
2,995,023 81,128
Dated as of this 26th day of November, 1991.
CONCORD CAMERA CORP.
BY:
-------------------------------------
Jack C. Benun, President
<PAGE>
FILED
APR 28, 1997
LONNA R. HOOKS
Secretary of State
CERTIFICATE OF AMENDMENT (NO. 5) TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section
14A:9-4(3), of the New Jersey Business Corporation Act, the undersigned
corporation executes the following Certificate of Amendment to its Certificate
of Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation
was approved by the corporation's Board of Directors on
December 17, 1996 and duly adopted by the shareholders of the
corporation on April 17, 1997:
RESOLVED, that ARTICLE THIRD of the Certificate of
Incorporation be amended to read as set forth in its entirety
as follows:
"THIRD: The aggregate number of shares which the
corporation shall have authority to issue is Forty Million
(40,000,000), without par value, all of which shall be Common
Stock."
3. The total number of shares entitled to vote thereon was
10,880,473 shares.
4. The number of shares voting for and against such amendment are
as follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
5,924,130 1,383,181
Dated as of this 18th day of April, 1997
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
------------------------------
Name: Ira B. Lampert
Title: Chief Executive Officer
<PAGE>
FILED
May 9, 2000
State Treasurer
Roland Machold
CERTIFICATE OF AMENDMENT (No. 6) TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporations, General of the New Jersey Statutes, the undersigned corporation
executes the following certificate of amendment to its certificate of
incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the certificate of incorporation was
approved by the corporation's Board of Directors on April 24, 2000
and duly adopted by the shareholders of the corporation on
April 24, 2000:
RESOLVED, that Article THIRD of the certificate of
incorporation be amended to read in its entirety as follows:
"THIRD:
(a) The aggregate number of shares of Common Stock which this
corporation shall have authority to issue is One Hundred
Million (100,000,000) shares without par value.
(b) The aggregate number of shares of preferred stock which this
corporation shall have authority to issue is One Million
(1,000,000) shares without par value, such shares of preferred
stock to have such voting powers, designations, preferences
and relative, participating, optional and conversion or other
special rights and such qualifications, limitations or
restrictions as the Board of Directors of the corporation may
designate for each class or series issued from time to time."
3. The total number of shares entitled to vote thereon was 11,042,254
shares.
<PAGE>
4. The number of shares voted for and against amendment (a) and
amendment (b) was as follows:
Number of shares Number of shares
FOR amendment (a) AGAINST amendment (a)
----------------- ---------------------
9,956,513 774,199
Number of shares Number of shares
FOR amendment (b) AGAINST amendment (b)
----------------- ---------------------
3,407,560 1,987,157
Dated: As of May 2, 2000.
CONCORD CAMERA CORP.
BY: /s/ Ira B. Lampert
----------------------------------------
Ira B. Lampert
Chairman of the Board,
Chief Executive Officer & President
