EXHIBIT 3.5
[ENGLISH TRANSLATION OF GERMAN ORIGINAL]
A R T I C L E S O F I N C O R P O R A T I O N
of
Elizabeth Arden (Zug) GmbH
(Elizabeth Arden (Zug) Sarl)
(Elizabeth Arden (Zug) Ltd. liab. Co.)
having its registered office in Zug
1. Name and Domicile
Under the name of
Elizabeth Arden (Zug) GmbH
(Elizabeth Arden (Zug) Sarl)
(Elizabeth Arden (Zug) Ltd. liab. Co.)
there exists a company with limited liability with domicile in Zug (Canton
of Zug). Its duration is perpetual.
2. Purpose of Company
The business purpose of the company is to hold and administer intellectual
property rights as well as to manufacture and produce cosmetics.
The company can hold participations in other businesses.
The company can provide financial means to third parties and grant
guarantees and other security instruments in favor of thirds parties.
3. Capital
The share capital amounts to CHF 20'000.-- and is divided into one share
with a nominal value of CHF 19'000.-- and one share with a nominal value of
CHF 1'000.--. The capital is fully paid-in.
4. Intended Acquisition of Assets
The company intends to takeover various trademarks from UNILEVER
Netherlands N.V., Rotterdam, as well as certain assets and liabilities from
Nippon Lever K.K., Tokyo, Japan at a maximum purchase price of CHF
70'000'000.--.
5. Register
A share register will be kept regarding the names of the partners, the
amounts of the capital shares, the amounts of the individual contributions,
each transfer of shares as well as any other change of these facts.
6. Increase of Capital
Should the capital be increased, each partner has the right to participate
in the new capital in the proportion to his/her/its existing share in the
capital.
Inasmuch as the new capital is not fully paid-in in cash, the approval of
all partners is required.
7. Transfer of Shares in the Capital
Assignment of a share in the capital is only then valid vis-a-vis the
company when it is informed of it and the assignment is entered in the
register.
The sale or any other form of assignment of capital contribution or a
portion of it requires the written consent of all partners. This consent is
also required for every pledge of a capital contribution and portions of
such.
The transfer of shares by inheritance or by matrimony also requires written
consent of all partners. Such consent however may only be refused if such
shares are taken over by an acquirer at fair market value.
The transfer of a share in the capital as well as the obligations thereto
require notarization.
8. Governing Bodies of the Company
The governing bodies of the company are:
a) Meeting of the Partners
b) Management
c) Auditors
9. Powers of the Meeting of the Partners
The Meeting of the Partners is the highest governing body of the company.
It has the following unassignable powers.
1. Determination and modification of the Articles of Incorporation.
2. Appointment and removal of managing directors.
3. Acceptance of the profit and loss statement and the balance sheet as well
as resolutions regarding the utilization of the net profit.
4. Discharge of the managing director.
5. Distribution of capital shares.
10. Convening the Meeting of the Partners
An ordinary Meeting of all the partners shall take place annually within
three months after the end of the business year.
Extraordinary Meetings of the Partners shall take place upon request of a
partner.
Calling of a Meeting of the Partners shall be done by giving notice a
minimum of fourteen days in advance by registered letter. In the notice,
the agenda shall be given. If all partners are present and no objection is
made, they can at any time constitute themselves as a universal meeting
within the meaning of art. 809 sec. 5 CO and validly decide about all
matters falling within their responsibility.
11. Representation
Each partner may be represented by another person at the Meeting of the
Partners; the representatives do not necessarily have to be partners
themselves. The representation must be evidenced by a written power of
attorney at the beginning of the meeting.
12. Voting Rights
Voting rights are proportionate to the amount of capital contribution
whereby each CHF 1,000.-- is entitled to one vote.
13. Passing of Resolutions at the Meeting of the Partners
The Meeting of the Partners shall elect the chairman.
Company resolutions are passed with an absolute majority of the votes cast
provided nothing otherwise is compulsorily provided by law.
The chairman shall have a casting vote.
14. Resolutions by Unanimous Written Action
Without holding a meeting, the Partners may act by unanimous written action
regarding all subjects which are within the powers of the Meeting of the
Partners and which can be decided upon without having kept a notarized
record.
Any proposal for unanimous written action must be submitted to the
Management, which shall forward it to all partners and conduct the voting
procedure.
15. Minutes of the Resolutions at the Meeting of the Partners
Minutes must be kept of the discussions and resolutions of the partners
which are to be signed by the chairman and secretary who must not be a
partner.
16. Management
The Meeting of the Partners shall appoint one or more managing directors.
They do not need to be partners.
Management has all powers to which it is entitled by law or based on these
Articles of Incorporation.
17. Signatory Power
Management shall appoint the persons authorized to sign for the company and
shall determine the type of signatory power.
18. Organizational Rules
The Meeting of the Partners has the authority to enact Organizational Rules
which regulate, within the limits of the law, the organization of the
management and the delegation of decision making responsibilities to
directors/officers and other employees.
19. Auditors
The Meeting of the Partners shall appoint the company's auditors.
The auditors shall act in line with the laws and the Articles of
Incorporation.
20. Notices
Notices to all partners shall be done by registered mail.
Public notices shall be made in the official Swiss Commercial Gazette.
21. Balance Sheet Regulations
The accounts of the company will be closed each year on December 31th.
The annual balance sheet as well as the profit and loss statements are to
be prepared according to the principles of commercial accounting and
subject to legal regulations.
22. Dissolution and Liquidation
The company will be dissolved upon the corresponding resolution of the
Meeting of the Partners in line with the laws and the Articles of
Incorporation.
The provisions of the Swiss Code of Obligations shall apply for the
liquidation of the company.
Basel, January 22, 2001