EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
OF
CHALAB, INC.
-------------------
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts a mandatory thereof and supplemental thereto, and known,
identified and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
corporation") is
CHALAB, INC.
SECOND: The address, including street, number, city, and
county, of the registered office of the corporation in the State of Delaware is
229 South State Street, City of Dover, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business and of the purposes to be
conducted and promoted by the corporation, which shall be in addition to the
authority of the corporation to conduct any lawful business, to promote any
lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware, is as follows:
To manufacture, prepare, produce, assemble, lease, purchase
and otherwise sequire, and to hold, use, rent, exchange, distribute,
sell and otherwise dispose of, handle, repair, service, market, store,
import, export, deal and trade in and with motors, automobiles, trucks,
trailers, buses, vans, wagons, motorcycles, bicycles, and other
vehicles of every kind and description, gasolines, fuels, oils,
greases, lubricants, anti-freezes, alcohol, kerosene, liquids,
solvents, minerals, chemicals, pastes, waxes,
paints, varnishes, lacquers, polishes, batteries, tires, tubes,
***, generators, engines, regulators, carburetors, transmissions,
cylinders, valves, pistons, rings, fans, brakes, chokes, clutches,
spark plugs, ignitions, points, distributors, radiators, heaters,
defrosters, filters, wipers, bumpers, hubcaps, lights, jacks, switches,
radios, seat covers, mats, rugs and all other automotive and vehicular
parts, products, supplies and accessories, and all machinery,
equipment, tools, materials, products and merchandise, incidental or
related to, or which may be used for or in connection with
manufacturing, producing, selling, distributing, operating, repairing,
maintaining, cleaning, painting, assembling, equipping, supplying,
servicing, parking, storing, hauling, towing, and renting motors of all
kinds, automobiles, trucks, trailers, buses, motorcycles, bicycles, and
other vehicles of every kind and description.
To erect, construct, lease, purchase and otherwise acquire,
sell and otherwise dispose of, and to use, hold, equip, outfit, supply,
maintain and operate parking lots and buildings, show rooms, retail and
wholesale stores and establishments, gasoline stations, garages,
vehicular supply and service stations, fuel pumps, storage houses,
repair shops, and other structures.
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use
and otherwise deal in and with real or personal property, or any
interest therein, wherever situated, and to sell, convey, lease,
exchange, transfer or otherwise dispose of, or mortgage or pledge, all
or any of its property and assets, or any interest therein, wherever
situated.
To engage generally in the real estate business as principal,
agent, and in any lawful capacity, and generally to take, lease,
purchase, or otherwise acquire, and to own, use, hold, sell, convey,
exchange, lease, mortgage, work,
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clear, improve, develop, divide, and otherwise handle, manage, operate,
deal in and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings and other works and any
interest or right therein; to take, lease, purchase or otherwise
acquire, and to own, use, hold, sell, convey, exchange, hire, lease,
pledge, mortgage, and otherwise handle, and deal in and dispose of, as
principal, agent, and in any lawful capacity, such personal property,
chattels, chattels real, rights, casements, privileges, choses in
action, notes, bonds, mortgages, and securities as may lawfully be
acquired, held, or disposed of; and to acquire, purchase, sell, assign,
transfer, dispose of, and generally deal in and with, as principal,
agent, and in any lawful capacity, mortgages and other interests in
real, personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management business as
principal, agent, representative, contractor, subcontractor, and in any
other lawful capacity.
To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire, and
assign contracts in respect of, acquire, receive, grant, and assign
licensing arrangements, options, franchises, and other rights in
respect of, and generally deal in and with, at wholesale and retail, as
principal, and as sales, business, special, or general agent,
representative, factor, merchant, distributor, jobber, advisor, and in
any other lawful capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed, and other real, personal,
and mixed property of any and all kinds, together with the components,
resultants, and by-products thereof.
To apply for, register, obtain, purchase, lease, take licenses
in respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and
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immunities in respect of, manufacture under and to introduce, sell,
assign, mortgage, pledge or otherwise dispose of, and, in any manner
deal with and contract with reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof:
(b) letters patent, patent rights, patented
processes, copyrights, designs, and similar rights,
trade-marks, trade names, trade symbols and other indications
of origin and ownership granted by or recognised under the
laws of the United States of America, the District of
Columbia, any state or subdivision thereof, and any
commonwealth, territory, possession, dependency, colony,
possession, agency or instrumentality of the United States of
America and of any foreign country, and all rights connected
therewith or appertaining thereunto:
(c) franchises, licenses, grants and concessions.
To purchase, take, receive, subscribe for, and otherwise
acquire, own, hold, use, and otherwise employ, sell, lease, exchange,
transfer, and otherwise dispose of, mortgage, lend, pledge, and
otherwise deal in and with, securities (which term, for the purpose of
this Article THIRD, includes, without limitation of the generality
thereof, any shares of stock, bonds, debentures, notes, mortgages,
other obligations, and any certificates, receipts or other instruments
representing rights to receive, purchase or subscribe for the same, or
representing any other rights or interests therein or in any property
or assets) of any person*** domestic and foreign firms, associations,
and corporations, and by any government or agency or instrumentality
thereof; to make payment therefor in any lawful manner; and, while
owner of any such securities, to exercise any and all rights, powers
and privileges in respect thereof, including the right to vote.
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To make, enter into, perform and carry out contracts of every
kind and description with any person, firm, association, corporation or
government or agency or instrumentality thereof.
To acquire by purchase, exchange or otherwise, all, or any
part of, or any interest in, the properties, assets, business and good
will of any one or more persons, firms, associations or corporations
heretofore or hereafter engaged in any business for which a corporation
may now or hereafter be organized under the laws of the State of
Delaware; to pay for the same in cash, property or its own or other
securities; to hold, operate, reorganize, liquidate, full or in any
manner dispose of the whole or any part thereof; and in connection
therewith, to assume any liabilities, obligations or contracts of such
persons, firms, associations or corporations, and to conduct the whole
or any part of any business thus acquired.
To lend money in furtherance of its corporate purposes and to
invest and reinvest its funds from time to time to such extent, to such
persons, firms, associations, corporations, governments or agencies or
instrumentalities thereof, and on such terms and on such security, if
any, as the Board of Directors of the corporation may determine.
To borrow money without limit as to amount and at such rates
of interest as it may determine; from time to time to issue and sell
its own securities, including its shares of stock, notes, bonds,
debentures, and other obligations, in such amounts, on such terms and
conditions, for such purposes and for such prices, now or hereafter
permitted by the laws of the State of Delaware and by this certificate
of incorporation, as the Board of Directors of the corporation may
determine; and to secure any of its obligations by mortgage, pledge or
other encumbrance of all or any of its property, franchises and income.
To be a promoter or manager of other corporations of any type
or kind; and to participate with others in any corporation, partner-
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ship, limited partnership, joint venture, or other association of any
kind, or in any transaction, undertaking or arrangement which the
corporation would have power to conduct by itself, whether or not such
participation involves sharing or delegation of control with or to
others.
To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments and
evidences of indebtedness whether secured by mortgage or otherwise, as
well as to secure the same by mortgage or otherwise, so far as may be
permitted by the laws of the State of Delaware.
To purchase, receive, take, reacquire or otherwise acquire,
own and hold, sell, lend, exchange, reissue, transfer or otherwise
dispose of, pledge, use, cancel, and otherwise deal in and with its own
shares and its other securities from time to time to such an extent and
in such manner and upon such terms as the Board of Directors of the
corporation shall determine; provided that the corporation shall not
use its funds or property for the purchase of its own shares of capital
stock when its capital is impaired or when such use would cause any
impairment of its capital, except to the extent permitted by law.
To organize, as an incorporator, or cause to be organized
under the laws of the State of Delaware, or of any other State of the
United States of America, or of the District of Columbia, or of any
commonwealth, territory, dependency, colony, possession, agency, or
instrumentality of the United States of America, or of any foreign
country, a corporation or corporations for the purpose of conducting
and promoting any business or purpose for which corporations may be
organized, and to dissolve, wind up, liquidate, merge or consolidate
any such corporation or corporations or to cause the *** to be
dissolved, wound up, liquidated, merged or consolidated.
To conduct its business, promote its purposes, and carry on
its operations in any and all of its
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branches and maintain offices both within and without the State of
Delaware, in any and all States of the United States of America, in the
District of Columbia, and in any or all commonwealths, territories,
dependencies, colonies, possessions, agencies, or instrumentalities of
the United States of America and of foreign governments.
To promote and exercise all or any part of the foregoing
purposes and powers in any and all parts of the world, and to conduct
its business in all or any of its branches as principal, agent, factor,
contractor, and in any other lawful capacity either alone or through or
in conjunction with any corporations, associations, partnerships,
firms, trustees, syndicates, individuals, organisations, and other
entitles in any part of the world, and, in conducting its business and
promoting any of its purposes, to maintain offices, branches and
agencies in any part of the world, to make and perform any contracts
and to do any acts and things, and to carry on any business, and to
exercise any powers and privileges suitable, convenient, or proper for
the conduct, promotion, and attainment of any of the business and
purposes herein specified or which at any time may be incidental
thereto or may appear conducive to or expedient for the accomplishment
of any of such business and purposes and which might be engaged in or
carried on by a corporation incorporated or organized under the General
Corporation Law of the State of Delaware, and to have and exercise all
of the powers conferred by the laws of the State of Delaware upon
corporations incorporated or organized under the General Corporation
Law of the State of Delaware.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent purpose and
power. The foregoing enumeration of specific purposes and powers shall not be
held to limit or restrict in any manner the purposes and powers of the
corporation, and the purposes and powers herein specified shall, except when
otherwise provided in this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any other
Article of this certificate of incorporation; provided, that the corporation
shall not conduct
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any business, promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is Two Hundred (200), all of which are
without per value. All such shares are of one class and are Common Stock.
No holder of any of the shares of the stock of the
corporation, whether now or hereafter authorised and issued, shall be entitled
as of right to purchase or subscribe for (1) any unissued stock of any class, or
(2) any additional shares of any class to be issued by reason of any increase of
the authorised capital stock of the corporation of any class, or (3) bonds,
certificates of indebtedness, debentures or other securities convertible into
stock of the corporation, or carrying any right to purchase stock of any class,
but any such unissued stock or such additional authorized issue of any stock or
of other securities convertible into stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations and upon such
terms as may be deemed advisable by the Board of Directors in the exercise of
its discretion.
FIFTH: The name and the mailing address of the incorporator
are as follows:
NAME MAILING ADDRESS
---- ---------------
R.G. Dickerson 229 South State Street
Dover, Delaware
SIXTH: The corporation is to have perpetual existence.
SEVENTH: 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
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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 stock holders or class of stock
holders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganisation of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganisation 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.
EIGHTH: 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 of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of Directors.
The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the By-Laws.
The phrase whole Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors which the corporation would have if there were no vacancies.
No election of directors need be by written ballot.
2. After the original or other By-Laws of the
corporation have been adopted, amended, or repealed, as the case may
be, in accordance with the provisions of Section 109 of the General
Corporation Law of the State of Delaware, and, after the corporation
has received any payment for any of its stock, the power to adopt,
amend, or repeal the By-Laws of the corporation may be exercised by the
Board of Directors of the corporation; provided, however, that any
provision for the classification of directors of the cor-
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poration for staggered terms pursuant to the provisions of subsection
(d) of Section 141 of the General Corporation Law of the State of
Delaware shall be set forth in an initial By-Law or in a By-Law adopted
by the stockholders entitled to vote of the corporation unless
provisions for such classification shall be set forth in this
certificate of incorporation.
3. Whenever the corporation shall be authorised to issue
only one class of stock, each outstanding share shall entitle the
holder thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorised to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote, at any meeting of stockholders except as the provisions
of paragraph (c)(2) of section 242 of the General Corporation Law of
the State of Delaware shall otherwise require; provided, that no share
of any such class which is otherwise denied voting power shall entitle
the holder thereof to vote upon the increase or decrease in the number
of authorised shares of said class.
NINTH: The corporation shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of the State of Delaware, as the
*** may be amended and supplemented, indemnify any and all persons whom itself
have power to indemnify under said section from and against any and all or the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
TENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered or repealed, and other
provisions authorised by the laws of the State of Delaware at the time in force
may be added or insert-
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ed 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 Article TENTH.
Signed on June 4, 1975.
/s/ R. G. Dickerson
-----------------------------
R. G. Dickerson
Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CHALAB, INC., a corporation organized and existing under and by virtue
of The General Corporation Law of the State of Delaware ("Corporation "), DOES
HEREBY CERTIFY.
FIRST: That the Board of Directors of the Corporation, at a meeting
duly held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the Corporation:
RESOLVED, that the Corporation amend Article FIRST of its Certificate
of Incorporation to read as follows:
FIRST: The name of the corporation (hereinafter called the "corporation
") is
CHAMPION LABORATORIES, INC.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 22B of The General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of The General Corporation Law
of the State of Delaware.
FOURTH: Such amendment does not effect any change in the issued shares
of the Corporation.
IN WITNESS WHEREOF, CHALAB, INC. has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Dom Monge, its
Vice-President, and attested by Andrew G. Pietrini, its Secretary, this 20th day
of June, 1975.
CHALAB, INC.
By /s/ Dom Monge
------------------------------
Dom Monge, Vice-President
ATTEST:
By /s/ Andrew G. Pietrini
---------------------------------
Andrew G. Pietrini, Secretary
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STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 20th day of June, 1975, personally came
before me, a Notary Public in and for the County and State aforesaid, DOM MONGE,
Vice-President of Chalab, Inc., a corporation of the State of Delaware, and he
duly executed said certificate to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
[SEAL] /s/ JOSEPH F. ARRIGO
-----------------------------------
Notary Public
Notary Public, State of New York
No. 5110465
Qualified in Rochland County
Commission Expires March 30, 1976
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
INTERLEE, INC.
INTO
CHAMPION LABORATORIES, INC.
* * * * *
CHAMPION LABORATORIES, INC., a corporation organised and existing under
the laws of Delaware,
DOES HERBY CERTIFY:
FIRST: That this Corporation was incorporated on the 5th day of June,
1975 pursuant to the General Corporation Law of the State of Delaware.
SECOND: That this Corporation owns all of the outstanding shares of
each class of the stock of INTERLEE, INC. (formerly known as FDI, Inc.), a
corporation incorporated on the 23rd day of May, 1974 pursuant to the General
Corporation Law of the State of Delaware.
THIRD: That this Corporation, by the following resolutions of its Board
of Directors, duly adopted by a Unanimous Written Consent of the members of the
Board of Directors, dated as of the 20th day of November, 1985, and
INC. at any time prior to the date of the filing of the merger with the
Secretary of States of Delaware.
IN WITNESS WHEREOF, said CHAMPION LABORATORIES, INC. has caused this
Certificate to be signed by Andrew G. Pietrini, its Executive Vice President,
and attested by Joseph F. Arrigo, its Vice President and Assistant Secretary,
this 16th day of December, 1985.
(Corporate Seal) CHAMPION LABORATORIES, INC.
ATTEST: By: /s/ Andrew G. Pietrini
---------------------------
By: /s/ Joseph F. Arrigo Andrew G. Pietrini,
----------------------- Executive Vice President
Joseph F. Arrigo, Vice
President and Assistant
Secretary
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/23/1993
933625102 - 813071
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
LUBER-FINER, INCORPORATED
INTO
CHAMPION LABORATORIES, INC.
Champion Laboratories, Inc., a Delaware corporation (the
"Corporation"), does hereby certify:
FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of each
class of capital stock of Luber-finer, Incorporated, a Delaware corporation.
THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted on the 13th day of December, 1993, determined to
merge into itself Luber-finer, Incorporated on the conditions set forth in such
resolutions:
RESOLVED: That, effective January 1, 1994, Champion Laboratories, Inc.
merge into itself its subsidiary, Luber-finer, Incorporated, and assume
all of said subsidiary's liabilities and obligations;
FURTHER RESOLVED: That the President and the Secretary of this
Corporation be and they hereby are directed to make, execute and
acknowledge a certificate of ownership and merger setting forth a copy
of the resolutions to merge said Luber-finer, Incorporated into this
corporation and to assume said subsidiary's liabilities and obligations
as of January 1, 1994 and to file the same in the office of the
Secretary of State of Delaware and a certified copy thereof in the
Office of the Recorder of Deeds of Kent.
IN WITNESS WHEREOF, said Champion Laboratories, Inc. has caused its
corporate seal to be affixed and this certificate to be signed by Thomas A.
Mowatt, its President, and Andrew G. Pietrini, its Secretary, this 13th day of
December, 1993.
CHAMPION LABORATORIES, INC.
By: /s/ Thomas A. Mowatt
---------------------------
Thomas A. Mowatt, President
ATTEST:
By: /s/ Andrew G. Pietrini
-----------------------------
Andrew G. Pietrini, Secretary