Exhibit 3.9
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Falcon Manufacturing Acquisition Corp., a 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, field 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 name of this Corporation be changed from Falcon Manufacturing Acquisition Corp to Falcon Foam Corporation, and Article First of the Certificate of Incorporation of the Corporation shall be amended to read as follows:
FIRST: The name of the corporation is Falcon Foam Corporation (the “Corporation”).
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.
WITNESS WHEREOF, said Falcon Manufacturing Acquisition Corp. has caused this certificate to be signed by William F. Dent its Vice President this 19th day of January 1996.
CERTIFICATE OF INCORPORATION
OF
FALCON MANUFACTURING ACQUISITION CORP.
FIRST: The name of the corporation is Falcon Manufacturing Acquisition Corp., (the “Corporation”).
SECOND: The address of the registered office of the Corporation in Delaware is c/o Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, Dover, Kent County, Delaware 19904.
THIRD; The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 200 shares of Common Stock, $0.01 par value.
FIFTH: The name and mailing address of the sole incorporator of the Corporation are as follows:
Friedman & KaplanLLP
875 Third Avenue
New York, New York 10022
Attention: Marilyn W. Fisch, Esq.
SIXTH: The following provisions are inserted for purposes of the management of the business and conduct of the affairs of the Corporation and for creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:
(a) The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors may be removed, as provided in the By-Laws.
(b) The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by ballot.
(c) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors.
(d) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws or this Certification of Incorporation otherwise provide.
EIGHTH; The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors are granted subject to this reservation.
NINTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acto or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.
TENTH; Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors of the Corporation in accordance with the By-Laws of the Corporation.