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Exhibit 3.1c
CERTIFICATE OF INCORPORATION
OF
AFA ACQUISITION CORP.
FIRST: The name of the corporation is AFA Acquisition Corp.
SECOND: The name of the registered agent of the corporation is Corporation
Service Company. The address of the registered agent of the corporation in the
State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington,
19805, in the County of New Castle.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is 3000 shares of Common Stock, par value of $0.01.
FIFTH: The name and mailing address of the Sole Incorporator is as
follows:
Name Mailing Address
---- ---------------
Marion Figur Gratch Jacobs & Brozman, P.C.
950 Third Avenue
New York, New York 10022
SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders:
1. The business and affairs of the corporation shall be managed by
or under the direction of the Board of Directors.
2. The directors shall have power without the assent or vote of the
stockholders to make, alter, amend, change, add to or repeal the By-Laws of the
corporation.
3. 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.
Election of directors need not be by written ballot unless the By-Laws so
provide.
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4. No director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for 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) pursuant to Section 174 of the GCL or (iv) for
any transaction from which the director derived an improper personal benefit.
Notwithstanding the foregoing sentence, the corporation shall, to the fullest
extent permitted by the GCL, as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto. No amendment to or repeal of this
Subsection 4 to Article SIXTH shall apply to or have any effect on the liability
or alleged liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment.
5. In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
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 GCL,
this Certificate of Incorporation, and any By-Laws adopted by the stockholders;
provided, however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
By-Laws had not been adopted.
SEVENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws may provide. The books of the corporation may be
kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the corporation.
EIGHTH: The corporation reserves the right amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
18 day of June, 1997.
/s/ Marion Figur
___________________________
Sole Incorporator,
Marion Figur
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AFA ACQUISITION CORP.
------
Under Section 242
of the General Corporation
Law of the State of Delaware
------
The undersigned, being the President and Secretary of AFA Acquisition
Corp. (the "Corporation"), a Delaware corporation, hereby certify that:
FIRST: The name of the Corporation is AFA Acquisition Corp.
SECOND: The Certificate of Incorporation of the Corporation was
filed in the office of the Secretary of State of Delaware on June 18, 1997.
THIRD: Article First is hereby amended by deleting it in its
entirety and inserting in lieu thereof the following:
FIRST: The name of the Corporation is "AFA Products, Inc."
FOURTH: The foregoing amendment of the Certificate of Incorporation
of the corporation has been duly adopted in accordance with the provisions of
Sections 228 and 141 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the undersigned have hereunto signed this
Amendment of Certificate of Incorporation this 29th day of July, 1997.
/s/ Ariel Gratch
______________________________
Ariel Gratch, President
ATTEST:
/s/ Alan S. Jacobs
_____________________________
Alan S. Jacobs, Secretary