Exhibit 3.3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/23/1997
971245766 - 2776923
CERTIFICATE OF INCORPORATION
OF
JUST NIKKI, INC.
ARTICLE I
The name of the corporation is JUST NIKKI, INC., (hereinafter called the
"Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle and the
name of the registered agent at such address is Corporation Service Company.
ARTICLE III
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 General
Corporation Law of Delaware.
ARTICLE IV
The capital stock authorized, the par value thereof, and the
characteristics of such stock shall be as follows:
Number of Shares Par Value Class of
Authorized Per Share Stock
---------- --------- -----
$3,000 $0.01 Common
ARTICLE V
The name of the Incorporated is Harold E. Berritt and the address of the
Incorporator is 1221 Brickell Avenue Miami, Florida 33131.
ARTICLE VI
The Board of Directors of the Corporation shall consist of at least one
director, with the exact number to be fixed from time to time in the manner
provided in the Corporation's Bylaws.
ARTICLE VII
No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
ss.174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. It is the intent
that this provision be Interpreted to provide the maximum protection against
liability afforded to directors under the Delaware General Corporation Law in
existence now or hereafter.
ARTICLE VIII
This Corporation shall indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent permitted by law in existence
either now or hereafter.
ARTICLE IX
The directors of the Corporation shall have the power to adopt, amend or
repeal the bylaws of the Corporation.
IN WITNESS WHEREOF, the undersigned, being the Incorporator named above,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, has signed this Certificate of Incorporation this 23rd
day of July, 1997.
/s/ Harold E. Berritt
-------------------------------
Harold E. Berritt, Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/07/2000
001181438 - 2776923
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
JUST NIKKI, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.
The Board of Directors of JUST NIKKI, INC. adopted the following
resolution on the February 16, 2000.
Resolved, that the registered office of JUST NIKKI, INC. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, JUST NIKKI, INC. has caused this statement to be
signed by Kathleen E. Rossi, its Vice President, this 3/17/00.
/s/ Kathleen E. Rossi
---------------------------------
Kathleen E. Rossi, Vice President
(DEL. - 264 - 6/15/94)
CT System
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
JUST NIKKI, INC.
JUST NIKKI, INC. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware DOES
HEREBY CERTIFY:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by changing Article I to read as follows:
ARTICLE I
The name of the Corporation is Afterthoughts Merchandising Corp. (the
"Corporation").
SECOND: The amendment to the Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment has been duly adopted and
approved by the Board of Directors and the sole stockholder of the Corporation
in accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this Certificate be signed
by its Secretary this 9th day of May, 2000.
JUST NIKKI, INC.,
a Delaware corporation
/s/ Harold E. Berritt
---------------------------------
Harold E. Berritt, Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 05/09/2000
001236342 - 2776923