EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
-OF-
FINANCIAL MODELS COMPANY LTD.
UNDER SECTION 402 OF THE
BUSINESS CORPORATION LAW
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THE UNDERSIGNED, being a natural person of the age of twenty-one years or
over, for the purpose of forming a corporation pursuant to Section 402 of the
Business Corporation Law of the State of New York, does hereby certify and set
forth:
FIRST: The name of the corporation is
FINANCIAL MODELS COMPANY LTD.
SECOND: The purposes for which this corporation is formed are as
follows, to wit:
(a) To engage in any lawful act or activity for which
corporations may be organized under the Business Corporation law,
provided that the corporation is not formed to engage in any act or
activity requiring consent or approval of any state official,
department, board, agency or other body without such consent or
approval first being obtained.
(b) To have in furtherance of the corporate purposes and powers
set forth herein all of the powers conferred upon organizations
organized under the Business Corporation Law by Section 402 thereof,
subject to any limitations contained in this Certificate of
Incorporation or in the laws of the State of New York.
THIRD: The office of this Corporation is to be located in the County
of New York, State of New York.
FOURTH: The corporation is authorized to issue two classes of shares
of stock to be designated respectively Class A common shares and Class B common
shares. The total number of shares that the corporation is authorized to issue
is two hundred thousand (200,000)
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shares. The aggregate par value for all shares that are to have a par value is
two thousand ($2,000) dollars. The number of Class A common shares is one
hundred thousand (100,000) shares, and the par value of each share of that class
is one ($.01) cent per share. The number of Class B common shares is one hundred
thousand (100,000) shares, and the par value of each share of that class is one
($.01) cent per share.
FIFTH: In all elections of directors and in respect of all other
matters as to which the vote or consent of shareholders of the corporation shall
be required or taken, the holders of the Class A common shares shall be entitled
to one (1) vote for each of such shares held by them. The holders of the Class B
common shares shall not be entitled to vote, but shall have all the other rights
and privileges of holders of the Class A common shares, including, without
limitation, identical dividend and liquidation rights.
SIXTH: The Secretary of State of the State of New York is hereby
designated the agent of this corporation upon whom process against this
corporation may be served. The post office address to which the Secretary of
State shall mail a copy of any process against this corporation served upon him
as agent of this corporation is c/o William Waterman, Jr., 220 Fifth Avenue, New
York, New York 10001.
SEVENTH: Except as may otherwise be specifically provided in this
Certificate of Incorporation, no provision of the Certificate of Incorporation
is intended by the corporation to be construed as limiting, prohibiting, denying
or derogating any of the general or specific powers or rights conferred under
the Business Corporation Law upon the corporation, upon its shareholders,
bondholders, and security holders, and upon its directors, officers and other
corporate personnel, including, in particular but without limitation, the power
of the corporation to furnish indemnification to directors and officers in the
capacities defined and prescribed by the
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Business Corporation Law and the defined and prescribed rights of said persons
to indemnification as the same are conferred by the Business Corporation Law.
EIGHTH: No owner or holder of shares of this corporation or of rights
or options to purchase such shares from this corporation shall, by reason of his
owning or holding such shares of any class, such rights, or such options, have
any preemptive or preferential right to purchase or subscribe for any shares, or
rights or options to purchase shares of any class of this corporation now or
hereafter to be authorized, or to purchase or subscribe for any notes,
debentures, bonds or other securities convertible into shares, or into rights or
options to purchase shares, of any class of this corporation (including any
notes, debentures, bonds or other securities to which are attached or with which
are issued warrants or other rights or options to purchase shares of this
corporation), now or hereafter to be authorized, whether or not the issuance of
any such shares, rights or options, or such notes, debentures, bonds, or other
securities, would adversely affect the dividend or voting rights of such holder,
other than such rights, if any, as the Board of Directors, in its sole
discretion, may fix; and the Board of Directors, in its sole discretion, may
issue shares or rights, warrants, or options to purchase shares of any class of
this corporation, or any notes, debentures, bonds or other securities
convertible into shares or into rights, warrants or options to purchase shares
of any class of this corporation (including any debentures, notes, bonds or
other securities to which are attached or with which are issued warrants or
other rights or options to purchase any shares of this corporation), without
offering any such shares of any class, either in whole or in part, to the
existing shareholders of any class.
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IN WITNESS WHEREOF, the undersigned has signed and acknowledged this
certificate of incorporation this 20th day of January, 1989.
/s/ William Waterman, Jr.
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William Waterman, Jr.
Incorporator
220 Fifth Avenue
New York, N.Y. 10001
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss.:
On this 20th day of January 1989 before me came personally WILLIAM
WATERMAN, JR. to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed the same.
/s/ William Mogulescu
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Notary Public
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