EXHIBIT 3.33
FILED
APR 15 1985
10 AM
/s/ [ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
K-H ACQUISITION CORPORATION
* * * * *
1. The name of the corporation is
K-H ACQUISITION CORPORATION
2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 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 purposes 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 such shares is One Dollar ($1.00) amounting in the aggregate to One
Thousand Dollars ($1,000.00).
5. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
---- ---------------
D. A. Hampton Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S. M. Fraticelli Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S. J. Eppard Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.
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 statutes) 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.
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement,
2
the said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
9. The corporation reserves the right to 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.
WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this 15th
day of April, 1985.
/s/ D. A. Hampton
-----------------------
D. A. Hampton
/s/ S. M. Fraticelli
-----------------------
S. M. Fraticelli
/s/ S. J. Eppard
-----------------------
S. J. Eppard
3
FILED
JUL 8 1985
10 AM
/s/[ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
K-H ACQUISITION CORPORATION
The undersigned, being the sole director of K-H ACQUISITION
CORPORATION, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware
DOES HEREBY CERTIFY:
FIRST: That Article 1. of the Certificate of Incorporation be
and it hereby is amended to read as follows:
1. The name of the corporation is WESTERN WHEEL HUNTINGTON,
INC.
SECOND: That the corporation has not received any payment for any of
its stock.
THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, we have signed this certificate this 24th day of
June, 1985.
/s/ Barry J. Miller
----------------------------------
Barry J. Miller, Sole Director
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 07/20/1994
944133970 - 2059359
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
WESTERN WHEEL HUNTINGTON, INC.
WESTERN WHEEL HUNTINGTON, INC., originally incorporated under the name
"K-H ACQUISITION CORPORATION", a corporation organized and existing under the
General Corporation Law, DOES HEREBY CERTIFY:
FIRST: The original certificate of incorporation was filed on April 15,
1985, with the Secretary of State of the State of Delaware.
SECOND: The amendment to the certificate of incorporation set forth
herein was duty adopted in accordance with the provisions of Section 242 of the
General Corporation Law.
THIRD: Article 1 of the certificate of incorporation is hereby amended
to read in its entirety as follows:
1. The name of the corporation is:
HAYES WHEELS INTERNATIONAL-INDIANA, INC.
FOURTH: The certificate of incorporation is further amended to add
thereto Article 10, to read as follows:
10. 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 General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal
benefit.
IN WITNESS WHEREOF, WESTERN WHEEL HUNTINGTON, INC. has caused this
certificate to be signed by R. Cucuz, its Chairman of the Board of Directors,
and attested by Barry J. Miller, its Assistant Secretary, this day of July
1994.
WESTERN WHEEL HUNTINGTON, INC.
By: /s/ R. Cucuz
----------------------------------
R. Cucuz
Chairman of the Board of
Directors
ATTEST:
/s/ Barry J. Miller
- ----------------------------------
Barry J. Miller
Assistant Secretary
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES WHEELS INTERNATIONAL - INDIANA, INC.
HAYES WHEELS INTERNATIONAL - INDIANA, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: The Corporation's Certificate of Incorporation was filed on
April 15,1985, with the Secretary of State of the State of Delaware.
SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
FIRST: The name of the Corporation is HAYES LEMMERZ
INTERNATIONAL - INDIANA, INC.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.
HAYES WHEELS INTERNATIONAL -
INDIANA, INC.
By: /s/ William D. Shovers
------------------------------------
Name: William D. Shovers
Title: Vice President - Finance
ATTEST:
By: /s/ Patrick B. Carey
----------------------------
Name: Patrick B. Carey
Title: Assistant Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 02/09/1998
981050623 - 2059359
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES LEMMERZ INTERNATIONAL - INDIANA, INC.
HAYES LEMMERZ INTERNATIONAL - INDIANA, INC., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: The Corporation's Certificate of Incorporation was filed on
April 15,1985, with the Secretary of the State of Delaware.
SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
FIRST: The name of the corporation is HAYES LEMMERZ
INTERNATIONAL - HUNTINGTON, INC.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
17th day of June, 1999 by duly authorized officers of the Corporation.
HAYES LEMMERZ INTERNATIONAL -
INDIANA, INC.
By: /s/ William D. Shovers
------------------------------------
Name: William D. Shovers
Title: Vice President
ATTEST:
By: /s/ Patrick B. Carey
----------------------------
Name: Patrick B. Carey
Title: Assistant Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 06/18/1999
991250249 - 2059359