Bell Sports S-4 Registration of securities issued in business combination transactions

Exhibit 3.12(a)

File Number 5503 158 4

Whereas, ARTICLES OF INCORPORATION OF

EN&T ASSOCIATES INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois by virtue of the powers vested in me by law do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation.

In Testimony Whereof, Theretoset my hand and cause to

be affirmed the Great Seal of the State of Illinois,

at the City of Springfield, this4th

day ofAPRIL AD 1988 and

of the Independence of the United States

the two hundred and12th.

/s/ Jim Edgar

SECRETARY OF STATE

BCA-2.10 (Rev. Jul. 1984) : File #

Submit in Duplicate [ILLEGIBLE]   DO NOT SEND CASH Secretary of State State of Illinois   ARTICLES OF INCORPORATION

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is	EN&T ASSOCIATES INC.
		(Shall contain the word “corporate”, “company”, “incorporated”,
	“Limited”, or an abbreviation thereof)

ARTICLE TWO	The name and address of the initial registered and its registered office are:
	Registered Agent	THE PRENTICE-HALL CORPORATION SYSTEM, INC.
		First Name            Middle Name            Last Name
	Registered Office	33 North LaSalle Street
		Number                 Street             Suite # (A P.O. Box alone is not acceptable)
		Chicago                        60602                            Cook
		City                                   Zip Code                            County
ARTICLE THREE	The purpose or purposes for which the corporation is organized are:
		If not sufficient space to cover this point, add one or more sheets of this size.
	SEE RIDER A ATTACHED
ARTICLE FOUR	Paragraph 1: The authorized shares shall be:

Class	* Par Values per share	Number of shares authorized
Common	no par value	200

	Paragraph 2: The preference, qualification, limitations, restrictions and the special or relative rights in respect of the shares of each class are:
		If not sufficient space to cover this point, add one or more sheets of this size
	SEE RIDER B ATTACHED
ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be received by the corporation therefore, are:

Class	* Par Value per share	Number of shares proceed to be issued	Consideration to be received therefor
Common	no par value	100	$	100
			$
			$
			$
		TOTAL	$	100

* A declaration as to a “par value” is optional. This space may be marked “n/s” when no reference to a par value is desired.

ARTICLE SIX	OPTIONAL
	The number of director constituting the initial board of directors of the corporation is                    , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:
	Name	Residential Address

ARTICLE SEVEN	OPTIONAL
	(a)     It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$	15,000,000
	(b)     It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$	15,000,000
	(c)     It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$	12,000,000
	(d)     It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$	12,000,000
ARTICLE EIGHT	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated April 1, 1988

	Signature and Name		Post Office Address
1.	/s/ Michael D. McManus	1.	1 Gulf+Western Plaza
	Signature		Street
	Michael D. McManus		New York, New York 10023
	Name (please print)		City/Town            State             Zip
2.		2.
	Signature		Street
	Name (please print)		City/Town            State             Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town            State             Zip

(Signatures must be in ink on original document. Carbon copy, xerox or rubber stamp signature may only be used to conformed copies)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

Form BCA-2.10

File No.                        

ARTICLES OF INCORPORATION

FEE SCHEDULE

The following fees are required to be paid at the time of issuing the Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares (see Art. 5). MINIMUM $.50: INITIAL FRANCHISE TAX OF 1/10th of 1% of the consideration to be received for initial issued shares (see Art 5). MINIMUM $25.00.

EXAMPLES OF TOTAL DUE

Consideration to be Received	TOTAL DUE*
Up to $ 1,000	$	100.50
$5,000	$	102.50
$10,000	$	105.00
$25,000		[ILLEGIBLE	]
$50,000	$	150.00
$100,000		[ILLEGIBLE	]

* Include Filing[ILLEGIBLE]

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782-6961

[ILLEGIBLE]

RIDER A

To transact any or all lawful businesses for which Corporations may be incorporated under the Business Corporation Act of 1983.

To engage in the general business of manufacturing and sale of sporting goods and related business purposes.

To construct, build, purchase, lease, equip, or otherwise acquire and to hold, own, improve, develop, manage, maintain, control, operate, lease, mortgage, create liens upon, sell, convey, or otherwise dispose of any and all plants/ machinery, works, implements and things and property, real and personal, of every kind and description, incidental to, connected with or suitable, necessary or convenient for any of the purposes herein enumerated.

To apply for, purchase, register, or in any manner to acquire, and to hold, own, use. operate, and introduce, and to sell, lease, assign, pledge, or in any manner dispose of, and in any manner deal with patents, patent rights, licenses, copyrights, trademarks, trade names, and to acquire, own, use, or in any manner dispose of any and all Inventions, improvements, and processes, labels, designs, brands, or other rights, and to work, operate, or develop the. name, and to carry on any business, manufacturing or otherwise, which may directly or indirectly effectuate these objects or any of them.

To do any and all such further acts and things and to exercise any and all such further powers as may be necessary, appropriate or desirable for the accomplishment, carrying out or attainment of all or any of the foregoing purposes or objects.

RIDER B

No holder of any of the shares of the corporation shall be entitled as of right to purchase or subscribe for any unissued shares of any class or any additional shares of any class to be issued by reason of any increase of the authorized shares of the corporation or bonds, certificates of indebtedness, debentures, or other securities convertible into shares of the corporation or carrying any right to purchase shares of any class, but any such unissued shares or such additional authorized issue of any shares or of other securities convertible into shares, or carrying any right to purchase shares, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations, or associations and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its discretion.

Whenever any provision of the Business Corporation Act of 1983 shall otherwise require the vote or the concurrence of the holders of at least two-thirds of the outstanding shares of the corporation, of at least two-thirds of the outstanding shares entitled to vote thereon of the corporation, or of at least two-thirds of the outstanding shares of any class or series of the corporation, as the case may be, in order to authorize/ any specified corporate action, the vote or consent in writing of the holders of at least a majority of any of said outstanding shares shall be sufficient to authorize any such specified corporate action.

No shareholder entitled to vote in the election of directors of the corporation shall be entitled to cumulative voting for the election of directors.

File Number 5503 158 4

Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF

EN&T ASSOCIATES INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation.

In Testimony Whereof, Theretoset my hand and cause to

be affirmed the Great Seal of the State of Illinois,

at the City of Springfield this22nd

day ofAPRIL AD 1988 and

of the Independence of the United States

the two hundred and12th.

/s/ Jim Edgar

SECRETARY OF STATE

BCA 10.30 (Rev. Jul 1984)

Submit in Duplicate	Secretary of State State of Illinois ARTICLES OF AMENDMENT
[ILLEGIBLE] payment in Check or Money Order, payable to “Secretary of State”.
DO NOT SEND CASH

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned corporation hereby adopts these Articles of Amendment to its Articles of Incorporation.

ARTICLE ONE		The name of the corporation is	EN&T ASSOCIATES, INC..
				(Note 1)
ARTICLE TWO		The following amendment of the Articles of Incorporation was adopted on April 18,1988 in the manner indicated below(“X” one box only.)
	¨	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no director have been elected; or by a majority of the board of directors. In accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;
				(Note 2)
	¨	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
				(Note 3)
	¨	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required statute and by the Articles of incorporation were voted in favor of the amendment.
				(Note 4)
	¨	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10:
				(Note 4)
	¨	By the shareholders, in accordance with Sections 10 20 and 7.10, a resolution of the board of directors have been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
				(Note 4)

(INSERT AMENDMENT)

(Any articles being amended in required to be set forth in this entirety.) (Suggested language for an amendment to change the corporate name is: RESOLVED, that the Articles of Incorporation be amended to read as follows:)

ARTICLE ONE: The name of the corporation is RIDDELL, INC.

[ILLEGIBLE]

All changes other than name, include on page 2

[ILLEGIBLE]

Page 3

ARTICLE THREE	The manner, If not set forth in the amendment, in which any exchange, reclarification or cancellation of issued share, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
	NO CHANGE
ARTICLE FOUR	(a) The manner, if not set forth in the amendment, in which said amendment affects a change in the amount of paid-in capital* is as follows: (If not applicable, insert “No change”)
	NO CHANGE
	(b) The amount of paid-in capital* as changed by this amendment is as follows: (If not applicable, insert “No Change”)
	NO CHANGE

	Before Amendment	After Amendment
Paid in Capital	$	$

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true.

Dated	April[ILLEGIBLE]                ,1988		[ILLEGIBLE]
attested by	/s/ Leonard Toboroff	by	/s/ Robert Nederlander
	(Signature of Secretary or Assistant Secretary)		[Illegible]
	Leonard Toboroff		Robert Nederlander
	(Type or Print name and Title)		(Type or Print Name and Title)

* “Paid-in Capital” replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.

FORMBCA 5.10/5.20 (rev. Dec. 2003)

STATEMENT OF CHANGE OF

REGISTERED AGENT AND/OR

REGISTERED OFFICE

Business Corporation Act

Jesse White, Secretary of State

Department of Business Services

501 S. Second St., Rm. 350

Springfield, IL 62756

217-782-3647

www.cyberdriveillinois.com

Remit payment in the form of a

check or money order payable

to Secretary of State.

                                                     File#     55031584                                         Filing Fee: $25                  Approved:[INITIALS]

            Submit in duplicate            Type or Print clearly in black ink            Do not write above this line            

1.      Corporate Name: RIDDELL, INC. [BARCODE]

2.      State or Country of Incorporation: Illinois

3. Name and Address of Registered Agent and Registered Office as they appear on the records of the Office of the Secretary of State (before change):

	Registered Agent:	Richard Lester
		First Name	Middle Name	Last Name
	Registered Office:	9801 W Higgens Rd. # 800
		Number	Street	Suite # (P.O. Box alone is unacceptable)
		Rosemont            IL	60018	Cook
		City	ZIP Code	County
4.      Name and Address of Registered Agent and Registered Office shall be (after all changes herein reported):
	Registered Agent:	ILLINOIS CORPORATION SERVICE COMPANY
		First Name	Middle Name	Last Name
	Registered Office:	801 ADLAI STEVENSON DRIVE
		Number	Street	Suite # (P.O. Box alone is unacceptable)
		SPRINGFIELD	62703	SANGAMON
		City	ZIP Code	County

5. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6. The above change was authorized by: (“X” one box only)

a. x Resolution duly adopted by the board of directors.(See Note 5 on reverse.)

b. ¨ Action of the registered agent.(See Note 6 on reverse.)

SEE REVERSE FOR SIGNATURE(S).

Printed by authority of the State of Illinois. March 2007 – 5M – C-135.18

7. If authorized by the board of directors, sign here. (See Note 5 below.)

The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	April 14,	2008	RIDDELL, INC.
	Month & Day	Year	Exact Name of Corporation
	/s/ Richard D. Tipton
	Any Authorized Officer’s Signature
	RICHARD D. TIPTON, SVP, General Counsel & Secretary
	Name and Title (type or print)

If change of registered office by registered agent, sign here. (See Note 6 below.)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true and correct.

Dated		,
	Month & Day		Year	Signature of Registered Agent of Record
				Name (type or print)
				If Registered Agent is a corporation
				Name and Title of officer who is signing on its behalf

NOTES

1. The registered office may, but need not be, the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

2. The registered office must include a street or road address (P.O. Box alone is unacceptable).

3. A corporation cannot act as its own registered agent.

4. If the registered office is changed from one county to another, the corporation must file with the Recorder of Deeds of the new county a certified copy of the Articles of Incorporation and a certified copy of the Statement of Change of Registered Office. Such certified copies may be obtained ONLY from the Secretary of State.

5. Any change of registered agent must be by resolution adopted by the board of directors. This statement must be signed by a duly authorized officer.

6. The registered agent may report a change of the registered office of the corporation for which he/she is a registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a authorized officer of such corporation must sign this statement.

Printed by authority of the State of Illinois. March 2007 — 5M — C-135.18