Exhibit 3.7
CERTIFICATE OF INCORPORATION FILED
MAR 31 1988 10AM
OF [ILLEGIBLE]
SECRETARY OF STATE
CBI DISTRIBUTING CORP.
1. The name of the corporation is
CBI DISTRIBUTING CORP.
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 three thousand (3,000); all of such shares shall be
without par value.
5. The name and mailing address of the incorporator, is as follows:
Name Mailing Address
---- ---------------
Harold E. Berritt Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.
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) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State 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 l6th day of March, 1988.
/s/ Harold E. Berritt
-------------------------------
Harold E. Berritt, Incorporator
- 2 -
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/14/1999
991240613 - 2155440
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
CBI DISTRIBUTING CORP.
2. The registered office of the corporation within the State of Delaware
is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New
Castle.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to Corporation Service Company, the business office of which is
identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on June 1, 1999.
/s/ Kathleen E. Rossi
---------------------------------
KATHLEEN E. ROSSI, Vice President
DE BC D-COA CERTIFICATE OF CHANGE 03/96
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/07/2000
001181427 - 2155440
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
CBI Distributing Corp., 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 CBI Distributing Corp. adopted the following
resolution on the February 16, 2000.
Resolved, that the registered office of CBI Distributing Corp. 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, CBI Distributing Corp. has caused this statement to be
signed by Kathleen E. Rossi, its Vice President, this 3/7/00.
/s/ Kathleen E. Rossi
---------------------------------
KATHLEEN E. ROSSI, Vice President
(DEL. - 264 - 6/15/94)
CT System
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/31/2003
030068165 - 2155440
CERTIFICATE OF MERGER
of
CSL, Inc., a Delaware corporation
into
CBI DISTRIBUTING CORP., a Delaware corporation
Pursuant to Section 251 of the Delaware General Corporation Law (the
"Delaware Act"), CSL, Inc., a Delaware corporation and CBI DISTRIBUTING CORP., a
Delaware corporation, hereby certify the following:
1. The constituent business corporations participating in the merger are:
CSL, Inc., a Delaware corporation and CBI DISTRIBUTING CORP., a Delaware
corporation.
2. An Agreement and Plan of Merger has been approved, adopted, certified,
executed and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of Subsection (c) of Section 251 of the Delaware
Act.
3. The name of the surviving corporation in the merger herein certified is
CBI DISTRIBUTING CORP. (the "Surviving Corporation").
4. The Certificate of Incorporation of the Surviving Corporation, as now
in force and effect, shall continue to be the Certificate of Incorporation of
said surviving corporation until amended and changed pursuant to the provisions
of the Delaware Act.
5. The executed Agreement and Plan of Merger between the aforesaid
constituent corporations is on file at the principal place of business of the
aforesaid Surviving Corporation, the address of which is as follows: 3 SW 129th
Avenue, Pembroke Pines, FL 33027.
6. A copy of the aforesaid Agreement and Plan of Merger will be furnished
by the aforesaid Surviving Corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The effective time of this Certificate of Merger shall be February 2,
2003, and that, insofar as the General Corporation Law of the State of Delaware
shall govern the same, said time shall be the effective merger time.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Merger this 30 day of January, 2003.
CSL, Inc.
By: /s/ Ira Kaplan
--------------------------------
Name: Ira Kaplan
Title: Senior Vice President
CBI DISTRIBUTING CORP.
By: /s/ David Ovis
--------------------------------
Name: David Ovis
Title: Vice President
2