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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
DSD ACQUISITION CO., INC.
The undersigned incorporator, in order to form a corporation under
the General Corporation Law of the State of Delaware, certifies as follows:
1. Name. The name of the corporation is DSD Acquisition Co., Inc.
2. Address; Registered Agent. The address of the Corporation's
registered office is 229 South State Street, City of Dover, County of Kent,
State of Delaware; and its registered agent at such address is The
Prentice-Hall Corporation System, Inc.
3. Purposes. The nature of the business and purposes to be
conducted or promoted by the Corporation are to engage in, carry on and conduct
any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
4. Number of Shares. The total number of shares of stock
which the Corporation shall have authority to issue is: one hundred (100),all
of which shall be shares of Common Stock of the par value of ten dollars
($10.00) each.
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5. Name and Address of Incorporator. The name and mailing
address of the incorporator are: Jay Itzkowitz, 1285 Avenue of the Americas,
New York, New York 10019.
6. Election of Directors. Members of the Board of Directors
may be elected either by written ballot or by voice vote.
7. Limitation of Liability. No director of the Corporation's
shall 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 Delaware General Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefits.
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.
8. Adoption, Amendment and/or Repeal of By-Laws. The Board of
Directors may from time to time (after adoption by the undersigned of the
original by-laws of the Corporation) make, alter or repeal the by-laws of the
Corporation; provided, that any by-laws made, amended or repealed by the Board
of Directors may be amended or repealed, and any by-laws may be made, by the
stockholders of the Corporation.
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IN WITNESS WHEREOF, this Certificate has been signed on this 10th of November,
1988.
Jay Itzkowitz,
Incorporator
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INSTRUMENT OF ORGANIZATION BY INCORPORATOR
of
DSD ACQUISITION CO., INC.
(Under Section 108(c) of the General Corporation Law)
I, the undersigned, sole Incorporator of DSD ACQUISITION CO.,
INC., a Delaware corporation formed under the General Corporation Law of
Delaware (the "Corporation"), hereby sign this instrument under Section 108(c)
of said General Corporation Law, and by it do hereby take action and certify as
follows:
1. Confirmation of Incorporation. I confirm that the
Certificate of Incorporation of the Corporation, a true copy of which is
annexed hereto as Exhibit A, was filed by the Secretary of State of Delaware on
November 14, 1988, and was recorded and indexed by the Recorder of the County
of Kent on November 16 ,1988, in accordance with Section 103 of the General
Corporation Law of Delaware.
2. Adoption of By-laws. I hereby adopt the By-laws
annexed hereto as Exhibit B as and to be the By-laws of the Corporation.
3. Designation of Directors. I hereby designate two (2) to
be the total number of directors of the Corporation
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and hereby designate and elect John Kluge and Stuart Subotnick as and to be the
directors of the Corporation until the first annual meeting of stockholders of
the Corporation.
IN WITNESS WHEREOF, I have signed this instrument as of the
14th day of November, 1988.
___________________
Jay Itzkowitz
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
DSD ACQUISITION CO., INC.
The undersigned, an Executive Vice-President of DSD Acquisition Co.,
Inc., a Delaware corporation (the "Corporation"), does hereby certify as
follows:
First: The name of the Corporation is DSD Acquisition Co., Inc.
Second: The Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on November 14, 1988.
Third: The Certificate of Incorporation of the Corporation is
amended by deleting Article 4 in its entirety and replacing it with the
following:
"4. Number of Shares. The total number of shares of
stock which the Corporation shall have authority to issue is ten
thousand (10,000), all of which shall be shares of Common Stock with a
par value of one cent ($.0l) per share."
IN WITNESS WHEREOF, the undersigned affirms the truth of the foregoing
statements under penalty of perjury.
DSD ACQUISITION CO.,INC.
By:_________________________
Name: Stuart Subotnick
Title: Executive Vice President
Dated: December 6, 1988
ATTEST:
By:________________________
Name: Michael S. Kaufman
Title: Assistant Secretary
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DSD ACQUISITION CO., INC.
Certificate of Amendment of the
Certificate of Incorporation
The undersigned, the Vice President of DSD Acquisition Co.,
Inc., a corporation organized under the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:
FIRST: The Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of State of the State of Delaware on November
14, 1988.
SECOND: The Corporation has not yet received any payment for any of
its stock.
THIRD: This Certificate of Amendment has been duly adopted in
accordance with Section 241 of the General Corporation Law of the State of
Delaware.
FOURTH: The Certificate of Incorporation of the Corporation is hereby
amended to change the name of the Corporation to "Stanadyne Automotive Corp."
To reflect such change, Paragraph FIRST of the Certificate of Incorporation is
amended in its entirety to read as follows:
"FIRST: The name of the Corporation is Stanadyne Automotive Corp."
IN WITNESS WHEREOF, the undersigned affirms the truth of the foregoing
statements under penalty of perjury.
DSD ACQUISITION CO.,INC.
By:_________________________
Name: Steven Einstein
Title: Vice President
Dated: January 30, 1989
ATTEST:
By:________________________
Name: Michael S. Kaufman
Title: Assistant Secretary