Exhibit 3.1(d)
CERTIFICATE OF INCORPORATION
OF
USI GLOBAL CORP.
The undersigned, a natural person, for the purpose of
organizing a corporation for the conduct of the business and promotion of the
purposes hereinafter stated, under the provisions of and subject to the
requirements of the laws of the State of Delaware (particularly Chapter 1, Title
8 of the Delaware Code, identified and referred to as the General Corporation
Law of Delaware), hereby certifies that:
FIRST: The name of the corporation is:
USI Global Corp.
SECOND: The address of the corporation's registered office in
the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of the registered agent of the corporation at such
address is The Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of capital stock of all
classes that the Corporation shall have authority to issue is three thousand
(3,000) shares. The authorized capital stock is divided into one thousand five
hundred (1,500) shares of preferred stock, no par value (the "Preferred Stock"),
and one thousand five hundred (1,500) shares of common stock, no par value (the
"Common Stock").
FIFTH: (a) The shares of Preferred Stock of the corporation
may be issued from time to time in one or more classes or series thereof, the
shares of each class or series thereof to have such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as are stated and expressed herein or in the resolution
or resolutions providing for the issue of such class or series, adopted by the
board of directors of the corporation (the "Board of Directors") as hereinafter
provided.
(b) Authority is hereby expressly granted to the Board of
Directors, subject to the provisions of this Article IV and to the limitations
prescribed by the General Corporation Law of Delaware, to authorize the issue of
one or more classes, or series thereof, of Preferred Stock and with respect to
each such class or series to fix by resolution or resolutions providing for the
issue of such class or series the voting powers, full or limited, if any, of the
shares of such class or series and the designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof. The authority of the Board of Directors with respect to
each class or series thereof shall include, but not be limited to, the
determination or fixing of the following:
(i) the maximum number of shares to
constitute such class or series, which may subsequently be increased or
decreased by resolutions of the Board of Directors unless otherwise
provided in the resolution providing for the issue of such class or
series, the distinctive designation thereof and the stated value
thereof if different than the par value thereof;
(ii) the dividend rate of such class or
series, the conditions and dates upon which such dividends shall be
payable, the relation which such dividends shall bear to the dividends
payable on any other class or classes of stock or any other series of
any class of stock of the corporation, and whether such dividends shall
be cumulative or noncumulative;
(iii) whether the shares of such class or
series shall be subject to redemption, in whole or in part, and if made
subject to such redemption the times, prices and other terms and
conditions of such redemption, including whether or not such redemption
may occur at the option of the corporation or at the option of the
holder or holders thereof or upon the happening of a specified event;
(iv) the terms and amount of any sinking
fund established for the purchase or redemption of the shares of such
class or series;
(v) whether or not the shares of such class
or series shall be convertible into or exchangeable for shares of any
other class or classes of any stock or any other series of any class of
stock of the corporation, and, if provision is made for conversion or
exchange, the times, prices, rates, adjustments, and other terms and
conditions of such conversion or exchange;
(vi) the extent, if any, to which the
holders of shares of such class or series shall be entitled to vote
with respect to the election of directors or otherwise;
(vii) the restrictions, if any, on the issue
or reissue of any additional Preferred Stock;
(viii) the rights of the holders of the
shares of such class or series upon the dissolution of, or upon the
subsequent distribution of assets of, the Corporation; and
(ix) the manner in which any facts
ascertainable outside the resolution or resolutions providing for the
issue of such class or series shall operate upon the voting powers,
designations, preferences, rights and qualifica tions, limitations or
restrictions of such class or series.
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SIXTH: The shares of Common Stock of the Corporation shall be
of one and the same class. The holders of Common Stock shall have one vote per
share of Common Stock on all matters on which holders of Common Stock are
entitled to vote.
SEVENTH: The number of directors constituting the Board of
Directors shall be determined from time to time exclusively by a vote of a
majority of the Board of Directors in office at the time of such vote. The
number of directors constituting the initial Board of Directors shall be three
(3).
EIGHTH: The corporation is to have perpetual existence.
NINTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholders thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
TENTH: In furtherance and not in limitation of the powers
conferred by Section 109(a) of the General Corporation Law of Delaware, the
board of directors is expressly authorized to adopt, amend or repeal the By-Laws
of the corporation.
ELEVENTH: The corporation shall indemnify, to the full extent
permitted by Section 145 of the General Corporation Law of Delaware, as amended
from time to time, all persons who it may indemnify pursuant thereto. The
corporation may adopt By-Laws or enter into agreements with any such person for
the purpose of providing for such indemnification. No director shall be
personally liable to the corporation or any stockholder 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 which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the General
Corporation Law of Delaware or (iv) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of this Article
ELEVENTH by the stockholders of the Corporation shall not adversely affect any
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right or protection of a director of the Corporation existing at the time of
such repeal or modification with respect to acts or omissions occurring prior to
such repeal or modification.
TWELVETH: Election of directors need not be by written ballot.
THIRTEENTH: The corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereinafter prescribed by statute, and all
rights conferred on the stockholders herein are granted subject to this
reservation.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Incorporation this 9th day of February, 1999.
/s/ Steven C. Barre
--------------------------------
Steven C. Barre
Incorporator
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