Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
THE BERKLINE CORPORATION
1. The name of the corporation is:
Masco Acquisition BC, Inc.
2. The address of its registered office in the state of Delaware is 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 purpose 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 One Thousand (1,000) and the par value of each of the
shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars
($1,000).
5. The board of directors is authorized to make, alter, or repeal the
Bylaws of the corporation. Election of directors need not be by ballot.
6. The name and mailing address of the incorporator is:
Sharon O'Brien
21001 Van Born Road
Taylor, Michigan 48180
I, the undersigned, being the incorporator of the above-named corporation,
for the purpose of forming a corporation pursuant to the General Corporation Law
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
hereunder set my hand on this 19th day of April, 1994.
/S/ Sharon O'Brien
---------------------------------------------
Sharon O'Brien
CERTIFICATE OF MERGER
OF
BERKLINE CORPORATION AND CORBER CORPORATION
INTO
MASCO ACQUISITION BC, INC.
The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: The name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
Masco Acquisition BC, Inc. Delaware
("Masco Acquisition")
The Berkline Corporation Delaware
("Berkline")
Corber Corporation New Jersey
("Corber")
SECOND: An Agreement and Plan of Reorganization dated May 16, 1994 (the
"Agreement") among Masco Corporation, a Delaware corporation, Masco Acquisition,
Berkline, Corber and the stockholders of Berkline and Corber, with respect to
the merger of Berkline and Corber with and into Masco Acquisition has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.
THIRD: The Certificate of Incorporation of Masco Acquisition BC, Inc.,
a Delaware corporation which will survive the merger, shall be the Certificate
of Incorporation of the surviving corporation, except that the name of the
surviving corporation shall hereby be changed to The Berkline Corporation.
FOURTH: The executed Agreement is on file at the principal place of
business of the surviving corporation, the address of which is One Berkline
Drive, Morristown, Tennessee 37813.
FIFTH: A copy of the Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SIXTH: The authorized capital stock of each foreign corporation which
is a party to the merger is as follows:
Corporation Class Number of Shares Par value per share
- ----------- ----- ---------------- or statement that
shares are without
par value
--------------------
Corber common 2,000 no par
Dated: May 27, 1994
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MASCO ACQUISITION BC, INC.
By:
-------------------------
Vice President
ATTEST:
By:
-------------------------
Secretary