Exhibit 3.5
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 12/10/2002
020756479 - 3600153
CERTIFICATE OF INCORPORATION
OF
BMS DISTRIBUTING, INC.
ARTICLE I
The name of the corporation is BMS Distributing, Inc. (hereinafter called
the ("Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801
and the name of its registered agent at such address is The Corporation Trust
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 $0.001 Common
ARTICLE V
The name of the Incorporator is David Barkus and the address of the
Incorporator is c/o Greenberg Traurig, P.A., 1221 Brickell Avenue, 21st Floor,
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, who will serve as the Corporation's
director until successors are duly elected and qualified.
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 either 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 1Oth
day of December, 2002.
/s/ David Barkus
---------------------------
David A. Barkus, Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 12/11/2002
020762981 - 3600153
CERTIFICATE OF CORRECTION OF
CERTIFICATE OF INCORPORATION
OF
BMS DISTRIBUTING, INC.
- --------------------------------------------------------------------------------
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation"}
is BMS DISTRIBUTING, INC.
2. The Certificate of Incorporation of the Corporation (the
"Certificate"), which was filed by the Secretary of the State of Delaware on
December 10, 2002, is hereby corrected.
3. The inaccurate portion of the Certificate to be corrected is as
follows.
ARTICLE I
The name of the corporation is BMS Distributing, Inc. (hereinafter
called the "Corporation").
4. The portion of the Certificate in corrected form is as follows:
ARTICLE I
The name of the corporation is BMS Distributing Corp. (hereinafter
called the "Corporation").
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by its incorporator, this 11th day of December, 2002.
/s/ David Barkus
---------------------------
David A. Barkus, Incorporator