EXHIBIT 3.3
CERTIFICATE OF MERGER
OF DOMESTIC CORPORATIONS
CERTIFICATE OF MERGER
OF
A.I.D. ACQUISITION CORPORATION
INTO ADVANCED INPUT DEVICES, INC.
The undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the Merger is as follows:
Name State of Incorporation
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A.I.D. Acquisition Corporation Delaware
Advanced Input Devices, Inc. Delaware
SECOND: That an Agreement and Plan 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 251 of the General Corporation Law of the State of
Delaware.
THIRD: That the name of the surviving corporation of the
Merger is Advanced Input Devices, Inc.
FOURTH: That the Certificate of Incorporation of Advanced
Input Devices, Inc., a Delaware corporation, shall be the Certificate or
Incorporation of the surviving corporation, as amended in its entirety in
Exhibit A attached hereto and incorporated herein by this reference.
FIFTH: That the executed Agreement and Plan of Merger is on
file at the principal place of business of the surviving corporation. The
address of the principal place of business of the surviving corporation is West
250 A.I.D. Drive, Coeur d'Alene, Idaho 83814.
Exhibit A
CERTIFICATE OF INCORPORATION
OF
ADVANCED INPUT DEVICES, INC.
FIRST: The name of the Corporation is Advanced Input Devices, Inc.
SECOND: The registered office of the Corporation in the State of
Delaware is located at 15 East North Street, Dover, DE, Kent County, 19901. The
name of its registered agent at that address is Incorporating Services, Ltd.
THIRD: The purposes of the corporation 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 that the Corporation shall
have authority to issue is 1,000 shares of common stock, $0.01 par value per
share.
FIFTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:
(a) Directors may be removed, with or without cause, as provided
in the Bylaws.
(b) The election of directors shall be conducted in the manner
prescribed in the Bylaws of the Corporation and need not be by
ballot.
(c) The Board of Directors shall have the power to adopt, amend or
repeal Bylaws of the Corporation without the assent or vote of
the stockholders except to the extent that any stockholder
assent or vote is required by the Bylaws.
SIXTH: The Corporation reserves the right to alter, amend, or repeal
any provisions contained in this Certificate of Incorporation from time to time
and at any time in the manner now or hereafter prescribed by the laws of the
Sate of Delaware, and all rights conferred herein or under the Corporation's
Bylaws upon the Corporation's stockholders, directors and officers are granted
subject to such reservation.
SEVENTH: The name and mailing address of the incorporator is as
follows: Regina Cephas, 1300 Market Street, Wilmington, DE 19801.
EIGHTH: The number of the directors of the Corporation is three (3),
and the names and mailing addresses of the directors of the Corporation are as
follows:
Douglas D. Adkins
1301 Fifth Avenue, Suite 2830
Seattle, WA 98101
Ross K. Chapin
1301 Fifth Avenue, Suite 2830
Seattle, WA 98101
Leslie A. Larsen
W. 250 AID Drive
Coeur d'Alene, ID 83814
NINTH: The Corporation shall have perpetual existence.
TENTH: No preemptive rights shall exist with respect to shares of
stock or securities convertible into shares of stock of the Corporation. The
right to cumulate votes in the election of directors shall not exist with
respect to shares of stock of the Corporation.
ELEVENTH: To the fullest extent permitted by Delaware corporate law as
now or hereafter in effect, a director of the Corporation shall not be liable to
the Corporation or its shareholders for monetary damages for his or her conduct
as a director. Any amendment to or repeal of this Article shall not adversely
affect any right of a director of the Corporation hereunder with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
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