EXHIBIT 3.10
------------
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
KSCO NEW CO.
INTO
SCOVILL FASTENERS INC.
It is hereby certified that:
1. KSCO New Co. (hereinafter called the "Corporation") is a
corporation organized and existing under the laws of the State of Delaware.
2. The Corporation, as the owner of all of the outstanding shares of
the capital stock of Scovill Fasteners Inc. hereby merges itself into Scovill
Fasteners Inc., a corporation organized and existing under the laws of the State
of Delaware.
3. The following is a copy of the resolutions duly adopted by the
unanimous written consent of its members, filed with the minutes of the Board of
the 17th day of October 1995 by the Board of Directors of the Corporation
determining to merge the Corporation into Scovill Fasteners Inc.
RESOLVED, that this Corporation merge, and it hereby does merge,
itself into Scovill Fasteners Inc. pursuant to the laws of the State of Delaware
as hereinafter provided, so that the separate existence of this Corporation
shall cease as soon as the merger shall become effective, and thereupon this
Corporation and Scovill Fasteners Inc. will become a single corporation, which
shall continue to exist under, and be governed by, the laws of the State of
Delaware, and which assumes all of the obligations of the Corporation.
FURTHER RESOLVED, that the merger shall be effective upon filing with
the Secretary of State of the State of Delaware.
FURTHER RESOLVED, that the terms and conditions of the proposed merger
are as follows:
-2-
(a) From and after the effective time of the merger, all of the
estate, property, rights, privileges, powers, and franchises of
this Corporation shall become vested in and be held by Scovill
Fasteners Inc. as fully and entirely and without change or
diminution as the same were before held and enjoyed by this
Corporation, and Scovill Fasteners Inc. shall assume all of the
obligations of this Corporation.
(b) No pro rata issuance of the shares of stock of Scovill Fasteners
Inc. which are owned by this Corporation immediately prior to the
effective time of the merger shall be made and such shares shall
be deemed to have the status of treasury shares of Scovill
Fasteners Inc.
(c) Each share of common stock, par value $0.01 per share, of this
Corporation which shall be issued and outstanding immediately
prior to the effective time of the merger shall be converted into
one-tenth of an issued and outstanding shares of common stock.
par value $0.01 per share, of Scovill Fasteners Inc., and , from
and after the effective time of the merger, the holders of all of
said issued and outstanding shares of common stock of this
Corporation shall automatically be and become holders of shares
of Scovill Fasteners Inc. upon the basis above specified, whether
or not certificates representing said shares are then issued and
delivered.
(d) After the effective time of the merger, each holder of record of
any outstanding certificate or certificates theretofore
representing common stock of this Corporation may surrender the
same to Scovill Fasteners Inc. at its office in Dover, Delaware
and such holder shall be entitled upon such surrender to receive
in exchange therefor a certificate or certificates representing
one-tenth of the number of shares of common stock of Scovill
Fasteners Inc. Until so surrendered, each outstanding certificate
which prior to the
-3-
effective time of the merger represented one or more shares of
common stock of this Corporation shall be deemed for all
corporate purposes to evidence ownership of one-tenth of such
number of shares of common stock of Scovill Fasteners Inc.
(e) From and after the effective time of the merger, the Certificate
of Incorporation and the By-Laws of Scovill Fasteners Inc. shall
be the Certificate of Incorporation and the By-Laws of Scovill
Fasteners Inc. as in effect immediately prior to such effective
time.
(f) The members of the Board of Directors of Scovill Fasteners Inc.
shall be the members of the Board of Directors before the
effective time of the merger.
(g) From and after the effective time of the merger, the assets and
liabilities of this Corporation and of Scovill Fasteners Inc.
shall be entered on the books of Scovill Fasteners Inc. at the
amounts at which they shall be carried at such time on the
respective books of this Corporation and of Scovill Fasteners
Inc., subject to such intercorporate adjustments or eliminations,
if any, as may be required to give effect to the merger; and,
subject to such action as may be taken by the Board of Directors
of Scovill Fasteners Inc., in accordance with generally accepted
accounting principles, the capital and surplus of Scovill
Fasteners Inc. shall be equal to the capital and surplus of this
Corporation and of Scovill Fasteners Inc.
RESOLVED, that these resolutions determining to merge be submitted to
the stockholders entitled to vote of this Corporation at a meeting to be called
and held after 20 days notice of the time, place, and purpose thereof mailed to
each holder of the outstanding shares of stock entitled to vote of this
Corporation at its address as it appears on the records of this Corporation or
pursuant to a written waiver of such notice signed by all of the persons
entitled thereto, unless the holders of all of the outstanding shares dispense
with the holding
-4-
of a meeting and shall act in writing without a meeting; and, in the event that
the holders of at least a majority of the outstanding stock entitled to vote of
this Corporation shall vote for the approval of the merger at a meeting, or, in
the event that the holders of all of the outstanding stock entitled to vote of
this Corporation shall dispense with a meeting and shall consent in writing
signed by them for the approval of the proposed merger, the proposed merger
shall be deemed to be approved.
FURTHER RESOLVED, that the proper officers of this Corporation be and
they hereby are directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions determining to merge the
Corporation into Scovill Fasteners Inc., and the date of adoption thereof, and
to cause the same to be filed with the Secretary of State of the State of
Delaware, and to do all acts and things whatsoever, whether within or without
the State of Delaware, which may be in any wise necessary or proper to effect
said merger.
4. The proposed merger herein certified has been approved by at least
a majority of the outstanding stock entitled to vote of the Corporation at a
meeting thereof, the holders of all of the outstanding stock entitled to vote of
the Corporation having waived, in writing signed by them, notice of the time,
place and purpose of the meeting of stockholders entitled to vote.
5. Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
the Corporation at any time prior to the date of filing the merger with the
Secretary of State of the State of Delaware.
Signed and attested to on October 17, 1995.
By:/s/ Christopher LaCovara
------------------------
Name: Christopher LaCovara
Title: President
Attest:
By:/s/ Evan Wildstein
------------------
Name: Evan Wildstein
Title: Vice President