EXHIBIT 3.1
FIRST AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AURORA FOODS INC.
(Pursuant to Sections 242 and 245 of the Delaware
General Corporation Law of the State of Delaware)
The original name of Aurora Foods Inc. was "A Foods Inc." and it was
originally incorporated in the State of Delaware on June 19, 1998.
ARTICLE I
NAME
The name of the corporation (herein called the "Corporation") is:
Pinnacle Foods Group Inc.
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State
of Delaware is 9 East Loockerman Street, Suite 1B, City of Dover, County of Kent
19901. The name of the registered agent of the Corporation at such address is
National Registered Agents, Inc.
ARTICLE III
PURPOSE
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 the State of Delaware (the "DGCL").
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 100 shares, all of which shall be
of one class, shall be designated Common Stock and shall have a par value of
$0.01 per share. With respect to matters to be voted on by holders of shares of
Common Stock, each share of Common Stock shall entitle the holder thereof to one
vote.
Notwithstanding any other provisions contained herein to the
contrary, the Corporation shall not issue non-voting equity securities. This
prohibition on the issuance of non-voting equity securities is included in this
Amended and Restated Certificate of Incorporation in compliance with Section
1123(a)(6) of the Bankruptcy Code (11 U.S.C. Section 1123(a)(6)).
ARTICLE V
DIRECTORS
The number of directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the By-laws of the Corporation. The
election of directors of the Corporation need not be by ballot unless the
By-laws so require.
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders 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) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived any improper personal benefit. If
the DGCL is amended after the date of incorporation of the Corporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE VI
MANAGEMENT OF THE CORPORATION
For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and stockholders, it is
further provided:
(a) In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the
Corporation (the "Board") is expressly authorized and empowered:
(i) to make, alter, amend or repeal the By-laws of the
Corporation in any manner not inconsistent with the laws of the
State of Delaware or this Certificate of Incorporation;
(ii) without the assent or vote of the stockholders, to
authorize and issue securities and obligations of the Corporation,
secured or unsecured, and to include therein such provisions as to
redemption, conversion or other terms thereof as the Board in its
sole discretion may determine, and to authorize the mortgaging or
pledging, as security therefor, of any property of the Corporation,
real or personal, including after-acquired property;
(iii) to determine whether any, and if any, what part, of the
net profits of the Corporation or of its surplus shall be declared
in dividends and paid to the stockholders, and to direct and
determine the use and disposition of any such net profits or such
surplus; and
(iv) to fix from time to time the amount of net profits of the
Corporation or of its surplus to be reserved as working capital or
for any other lawful purpose.
In addition to the powers and authorities herein or by statute
expressly conferred upon it, the Board may exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State of
Delaware, of this Certificate of Incorporation and of the By-laws of the
Corporation.
(b) Any director or any officer elected or appointed by the
stockholders or by the Board may be removed at any time in such manner as
shall be provided in the By-laws of the Corporation.
(c) From time to time any of the provisions of this Certificate of
Incorporation may be altered, amended or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may
be added or inserted, in the manner and at the time prescribed by said
laws, and all rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted subject to
the provisions of this paragraph (c).
IN WITNESS WHEREOF, I, the undersigned, being a Senior Vice
President of Aurora Foods Inc., DO HEREBY CERTIFY, under penalties of
perjury, that this is my act and deed and that the facts hereinabove
stated are truly set forth and, accordingly, I have hereunto set my hand
as of March 19, 2004.
/S/ M. KELLEY MAGGS
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Name: M. Kelley Maggs
Title: Senior Vice President