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Exhibit 3.5.1
RESTATED CERTIFICATE OF INCORPORATION
OF
F.G.G. INVESTMENTS, INC.
F.G.G. Investments, Inc., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is F.G.G. Investments, Inc. and
the name under which the corporation was originally incorporated is Foster Grant
Trademark Inc. The date of filing of its original Certificate of Incorporation
with the Secretary of State was December 14, 1993.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provision of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented and
there is not discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:
I
ARTICLE FIRST: The name of the Corporation is F.G.G. Investments, Inc.
(hereinafter called the "Corporation").
II
ARTICLE SECOND: The address of the registered office of the Corporation
in the State of Delaware is 1105 N. Market St., Suite 1300, Wilmington, Delaware
19899, County of New Castle, and the name of its registered agent at such
address is Delaware Corporate Management, Inc.
III
ARTICLE THIRD: The nature of the business or purposes to be conducted
or promoted by the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.
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IV
ARTICLE FOURTH: The Corporation is authorized to issue one class of
capital stock to be designated "Common Stock". The number of shares of Common
Stock which the Corporation shall have authority to issue is 3,000 shares, $1.00
par value per share. Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect.
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ARTICLE FIFTH: The period of duration of the Corporation is perpetual.
VI
ARTICLE SIXTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the Corporation is expressly
authorized to adopt, alter, amend or repeal the Bylaws of the Corporation except
as otherwise provided in the Bylaws.
VII
ARTICLE SEVENTH: Elections of directors need not be by written ballot.
VIII
ARTICLE EIGHTH: To the fullest extent permitted by Delaware law, no
director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for an act or omission in such director's
capacity as a director of the Corporation. Specifically, a director of the
Corporation shall not be personally liable to the Corporation of its stockholder
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 of omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, of (iv) for any transaction
from which the director derived an improper personal benefit. The foregoing
elimination of liability to the Corporation or its stockholders for monetary
damages is not exclusive of any other rights or limitations of liability or
indemnity to which a director may be entitled under any other provision of the
Certificate of Incorporation or Bylaws of the Corporation, contract or
agreement, vote of stockholder and/or disinterested directors, or otherwise.
IX
ARTICLE NINTH: Meetings of the stockholders of the Corporation may be
held within or without the State of Delaware, as the Bylaws may provide. Unless
otherwise required by applicable law, the books and records of the Corporation
may be kept either within or 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 Bylaws of the Corporation.
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ARTICLE TENTH: 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 stockholder herein are granted subject to such reservation.
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4. This Restated Certificate of Incorporation was duly adopted by
unanimous written consent of the Board of Directors of the
Corporation in accordance with the applicable provisions of
Section 141 and 245 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said F.G.G. Investments, Inc. has caused this
Certificate to be signed by Duane M. DeSisto, its Vice President, this 4th day
of August, 1998.
F.G.G. Investments, Inc.
By: /s/ Duane M. DeSisto
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Title: Vice President
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