Exhibit 3.13 CERTIFICATE OF INCORPORATION OF BRAKE PARTS INC. 1. The name of the corporation is: BRAKE PARTS INC. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00). 5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot. 6. The name and mailing address of the incorporator is: Edward D. Toole Echlin Inc. 100 Double Beach Road Branford, CT 06405 I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 15th day of September, 1988. /s/ Edward D. Toole ---------------------------------- Edward D. Toole CERTIFICATE OF MERGER OF BUCHANAN METALFORM PRODUCTS, INC. INTO BRAKE PARTS INC. The undersigned corporation DOES HEREBY CERTIFY: FIRST: That the name and states of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION ----------- ---------------------- Buchanan Metalform Products, Inc. Michigan Brake Parts Inc. Delaware SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware. THIRD: That the name of the surviving corporation of the merger is Brake Parts Inc., a Delaware corporation. FOURTH: That the Certificate of Incorporation of Brake Parts Inc., a Delaware corporation, which is the surviving corporation, shall continue in full force and effect as the Certificate of Incorporation of the surviving corporation. FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is 100 Double Beach Road, Branford, CT 06405. SIXTH: That a copy of the Agreement of Merger will be furnished on request and without cost to any shareholder of any constituent corporation. SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows: Corporation Class Number of shares Par Value Buchanan Metalform Products, Inc. Common 1,000 $1.00 par Brake Parts Inc. Common 1,000 $1.00 par EIGHTH: That this Certificate of Merger shall be effective on the date of filing with the Secretary of the State of Delaware. Dated: June 24, 1996 BRAKE PARTS INC. By: /s/ Edward D. Toole --------------------------- Edward D. Toole Vice President ATTEST: BY: /s/ Charles W. O'Connor ------------------------------- Charles W. O'Connor Secretary 2
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S-4 Filing
Affinia Inactive S-4Registration of securities issued in business combination transactions
Filed: 8 Sep 05, 12:00am