EXHIBIT 3.13
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/11/1991
691284010 - 2276062
CERTIFICATE OF INCORPORATION
OF
PLIERS INTERNATIONAL INC.
(A CLOSE CORPORATION)
FIRST. The name of this corporation shall be:
PLIERS INTERNATIONAL INC.
SECOND. Its registered office in the State of Delaware is to be located at
1013 Centre Road, in the city of Wilmington, County of New Castle, and its
registered agent at such address is Corporate Agents, Inc.
THIRD. The purpose or purposes of the corporation shall be: To engage in
any lawful act or activity for corporations under the General Corporation Law of
Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
One Thousand Five Hundred (1500) shares without par value
FIFTH. The name and mailing address of the incorporator is as follows:
Lisa G. Mulligan
Corporate Agents, Inc.
1013 Centre Road
Wilmington, Delaware 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH. All of the corporation's issued stock, exclusive of treasury
shares, shall be held of record by not more than thirty persons.
EIGHTH. All of the issued stock of all classes shall be subject to one or
more of the restrictions on transfer permitted by Section 202 of the General
Corporation Law.
NINTH. The corporation shall make no offering of any of its stock of any
class which would constitute a "public offering" within the meaning of the
United States Securities Act of 1933, as it may be amended from time to time.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate this eleventh day
of October, A.D. 1991.
/s/ Lisa G. Mulligan
--------------------------------
Lisa G. Mulligan
Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 07/22/1999
991303118 - 2276062
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
PLIERS INTERNATIONAL INC., 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 CORPORATE AGENTS, INC.
and the present registered office of the corporation is in the county of NEW
CASTLE.
The Board of Directors of PLIERS INTERNATIONAL INC. adopted the following
resolution on the 21st day of July, 1999.
Resolved, that the registered office of PLIERS INTERNATIONAL INC. 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, PLIERS INTERNATIONAL INC. has caused this statement to
be signed by Hugh C. O'Donnell, its Secretary, this 21st day of July, 1999.
/s/ Hugh C. O'Donnell
---------------------------------
Signature
Hugh C. O'Donnell
Secretary