Certificate of Incorporation

Exhibit 3.a


AMENDED AND RESTATED


CERTIFICATE OF INCORPORATION


of
ACCESS SOLUTIONS INTERNATIONAL, INC.


Access Solutions International, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "General Corporation Law"), does hereby certify:


FIRST: That the Corporation was incorporated on December 11, 1986 under the name "Aquidneck Systems International, Inc.";


SECOND: Pursuant to Sections 242 and 245 of the General Corporation Law, this Amended and Restated Certificate of Incorporation (the "Restated Certificate of Incorporation") restates, integrates and further amends the provisions of the Certificate of Incorporation of the Corporation;


THIRD: The amendments and the restatement of the certificate of incorporation herein certified have been duly adopted by the stockholders in accordance with the provisions of Sectin 228, 242 and 245 of the General Corporation Law of the State of Delaware. Prompt written notice of the adoption of the amendments and of the restatement of the certificate of incorporation herein certified has been given to those stockholders who have not consented in writing thereto, as provided in Section 228 of the General Corporation Law of the State of Delaware.


FOURTH: The text of the Certificate of Incorporation is hereby restated and further amended to read in its entirety as follows:


ARTICLE ONE
NAME


The name of the Corporation is Access Solutions International, Inc.


ARTICLE TWO
REGISTERED OFFICE


The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Company, Corporation Trust Tower, 1209 Orange Street, Wilmington,


Delaware 19801 and the name of the registered agent at such address is CT Corporation System, Inc.


ARTICLE THREE
PURPOSE


The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to research, develop, manufacture, market and sell computer subsystems designed to store and retrieve computer data on laser optical disks and related products, and to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.


ARTICLE FOUR
CAPITAL STRUCTURE


4.1 Authorized Shares. The total number of shares of stock, $.01 par value, which the Corporation shall have authority to issue is Fourteen Million (14,000,000) shares, of which One Million (1,000,000) shares shall be preferred stock, $.01 par value, and Thirteen Million (13,000,000) shares shall be Common Stock, $.01 par value.


4.2 Preferred Stock. The Board of Directors is hereby authorized, subject to any limitations prescribed by law and the provisions of this Restated Certificate of Incorporation, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the voting powers (if any), designations, preferences and relative, participating, optional or other specified rights of the shares of each such series ad the qualifications, limitations or restrictions thereof.


The authority of the Board of Directors with respect to any such series of Preferred Stock shall include, but not be limited to, its determination of the following:


(i) the number of shares constituting that series and the distinctive
designation of that series; (ii) the dividend rate, if any, on the shares
of that series, and whether dividends shall be cumulative, and, if so, from
which date or dates, and the relative rights of priority, if any, of
payment of dividends on shares of that series, and any preferences to or
provisions in relation to the


2


dividends payable on any other class or classes or on any other series of
stock, and any limitations, restrictions or conditions on the payment
thereof; (iii) whether that series shall have voting rights in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights; (iv) whether that series shall have conversion or exchange
privileges, and, if so, the terms and conditions of such conversion or
exchange privileges, including provision for adjustment of the conversion
or exchange rate in such events as the Board of Directors shall determine;
(v) whether or not the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates as the Board of Directors
shall determine; (vi) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
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