Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
BURNS PHILP CAPITAL (U.S.) INC.
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, as amended from time to time, does
hereby certify as follows:
ARTICLE I
The name of the Corporation is: Burns Philp Capital (U.S.) Inc.
(hereinafter referred to as the "Corporation").
ARTICLE II
The address of the registered office of the Corporation in the State
of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle 19801. The name
of the Corporation's registered agent at such address is The Corporation Trust
Company.
ARTICLE III
The purpose for which the Corporation is organized is to engage in
any lawful acts or activities for which corporations may be organized under the
General Corporation Law of the State of Delaware, as from time to time in
effect.
ARTICLE IV
The total number of shares of stock which the Corporation shall have
authority to issue is 100 shares of Common Stock, par value, $.01 per share.
ARTICLE V
Elections of directors need not be by ballot unless required by the
by-laws of the Corporation (the "By-laws"). Any director may be removed from
office either with or without cause at any time by the affirmative vote of the
holders of a majority of the outstanding stock of the Corporation entitled to
vote, given at a meeting of the stockholders called for that purpose, or by the
consent of the holders of a majority of the outstanding stock of the Corporation
entitled to vote, given in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
ARTICLE VI
In furtherance and not in limitation of the power conferred upon the
Board of Directors by law, the Board of Directors shall have power to make,
adopt, alter, amend and repeal from time to time the By-laws, subject to the
right of the stockholders entitled to vote with respect thereto to alter, amend
and repeal by-laws adopted by the Board of Directors.
ARTICLE VII
No director shall be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that the foregoing shall not eliminate or limit any liability that may
exist with respect to (1) a breach of the director's duty of loyalty to the
Corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
Corporation's directors to the Corporation or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as in effect on the date hereof and as such Section may be amended after the
date hereof to the extent such amendment permits such liability to be further
eliminated or limited. The Corporation shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law (as in effect
on the date hereof and as such Section may be amended after the date hereof)
each person that such Section grants the Corporation the power to indemnify.
ARTICLE VIII
The name and address of the sole incorporator is as follows:
Michael Cormack
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Incorporation as of January 16, 2003.
/s/ Michael Cormack
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Michael Cormack
Sole Incorporator