EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 12/29/1999
991566716 - 3078291
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A LIMITED LIABILITY COMPANY TO
A CORPORATION PURSUANT TO SECTION
265 OF THE DELAWARE GENERAL
CORPORATION LAW.
1). The limited liability company is formed under the jurisdiction of the State
of Delaware.
2). The name of the limited liability company immediately prior to filing this
Certificate is Coleman Cable Acquisition LLC.
3). The date the limited liability company was formed is August 3, 1999.
4). The name of the corporation as set forth in the Certificate of Incorporation
is Coleman Cable Acquisition, Inc.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Conversion of Coleman Cable Acquisition LLC this 28 day of December, 1999.
By: /s/ Nachum Stein By: /s/ David Bistricer
---------------- -------------------
Nachum Stein David Bistricer
Member of LLC Member of LLC
CERTIFICATE OF FORMATION
OF
COLEMAN CABLE ACQUISITION LLC
The undersigned, in order to form a limited liability company under and
pursuant to the provisions of the Delaware Limited Liability Company Act, hereby
certifies that:
First. The name of the limited liability company is Coleman Cable
Acquisition LLC (the "Company").
Second. The address of the Company's registered office in the State of
Delaware is 1209 Orange Street, Wilmington. DE 19801, in the County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Formation on August 3, 1999.
/s/ Garry Gordon
------------------------------------
Garry Gordon
Authorized Person
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 08/03/1999
991320388 - 3078291
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF FORMATION OF
COLEMAN CABLE ACQUISITION LLC FILED IN THE
OFFICE OF THE SECRETARY OF STATE OF DELAWARE
ON AUGUST 3, 1999
COLEMAN CABLE ACQUISITION LLC, an LLC organized and existing under and by virtue
of the Limited Liability Company Act of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the LLC is Coleman Cable Acquisition LLC.
2. That a Certificate of Formation was filed by the Secretary of State
of Delaware on August 3. 1999 and that said Certificate requires correction as
permitted by Section 18-211 of the Limited Liability Company Act of the State of
Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows: The name of the limited liability company was incorrectly stated in the
Heading and in Article First.
4. The Heading is corrected in its entirety to read as follows:
Certificate of Formation of Coleman Cable Acquisition Corporation LLC.
5. Article First is corrected in its entirety to read as follows:
First. The name of the limited liability company is Coleman Cable Acquisition
Corporation LLC (the "Company").
IN WITNESS WHEREOF, said Limited Liability Company has caused this Certificate
to be signed by Garry Gordon, its Authorized Person, this 11th day of August,
1999.
/s/ Garry Gordon
------------------------------------
Garry Gordon
Authorized Person
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 08/11/1999
991334141 - 3078291
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 09/23/1999
991401087 - 3078291
CERTIFICATE OF AMENDENT
TO THE
CERTIFICATE OF FORMATION
OF
COLEMAN CABLE ACQUISITION CORPORATION LLC
COLEMAN CABLE ACQUISITION CORPORATION LLC, an LLC organized and existing under
and by virtue of the Limited Liability Company Act of the State of Delaware.
DOES HEREBY CERTIFY:
1. The name of the limited liability company is Coleman Cable
Acquisition is Coleman Cable Acquisition Corporation LLC.
2. The Certificate of Formation of the limited liability company is
hereby amended as follows:
Article First is amended in its entity to read as follows:
First. The name of the limited liability company is Coleman Cable
Acquisition LLC (the "Company'').
IN WITNESS WHEREOF. said Limited Liability Company has caused this
Certificate to be signed by David Bistricer, its Manager, this 23rd day of
September, 1999.
/s/ David Bistricer
------------------------------------
David Bistricer
Manager
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 1:00 PM 12/29/1999
99156716 - 3078291
CERTIFICATE OF INCORPORATION
OF
COLEMAN CABLE ACQUISITION, INC.
The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the Delaware General
Corporation Law, hereby certifies that
First. The name of the Corporation is Coleman Cable Acquisition, Inc. (the
"Corporation").
Second. The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, DE 19801, in the County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
Third. The purpose of 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.
Fourth. The total number of shares of stock which the Corporation is
authorized to issue is one hundred thousand (100,000) of common stock, par value
$0.01 per share and ten thousand (10,000) of preferred stock, par value $1.00
per share.
To the full extent permitted by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, the Board of Directors is
hereby authorized by resolution to divide and issue the shares of preferred
stock in classes or series and to fix the voting powers and any designations,
preferences, and relative, participating, optional or other special rights of
any such class or series of preferred stock and any qualifications, limitations
or restrictions thereof as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors.
Fifth. The name and address of the incorporator is Jarrett Braterman, 100
Maiden Lane, New York, New York 10038.
Sixth. Unless and to the extent that the By-Laws of the Corporation shall
so require, the election of directors of the Corporation need not be by written
ballot.
Seventh. In furtherance and not in limitation of the powers conferred by
the General Corporation Law of the State of Delaware, the Board of Directors of
the Corporation shall be authorized to make, alter, or repeal the By-Laws of the
Corporation as and to the extent permitted therein.
Eighth. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (u) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which such director derived an improper personal benefit No repeal or
modification of this Article Eighth shall adversely affect any right or
protection of a director of the Corporation in respect of any act or omission
occurring prior to the time of such repeal or modification.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 1:01 PM 12/29/1999
991566733 - 3078291
CERTIFICATE OF CANCELLATION
OF
COLEMAN CABLE ACQUISITION LLC
1). The name of the limited liability company is: Coleman Cable Acquisition LLC.
2). The Certificate of Formation of the limited liability company was filed on:
August 3, 1999.
3). The reason for the filing of this Certificate of Cancellation is: In order
to convert the LLC to a corporation pursuant to Delaware General Corporation law
section 265.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Cancellation of Coleman Cable Acquisition LLC this 28 day of December, 1999.
By: /s/ Nachum Stein By: /s/ David Bistricer
----------------------------- --------------------------------
Nachum Stein David Bistricer
Member of LLC Member of LLC
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/26/2000
001209896 - 3078291
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
COLEMAN CABLE SYSTEMS, INC.
INTO
COLEMAN CABLE ACQUISITION, INC.
Coleman Cable Acquisition, Inc. (the "Corporation"), a corporation organized
under the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was formed as a limited liability company on the
3rd day of August 1999 and thereafter converted into a corporation on the 29"'
day of December 1999, pursuant to the Delaware General Corporation Law (the
"DGCL").
SECOND: That this corporation owns all of the outstanding shares of the common
stock of Coleman Cable Systems, Inc. ("Coleman"), a Delaware corporation
incorporated on the 16th day of November 1989, pursuant to the DGCL.
THIRD: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by the unanimous written consent of its members, filed
with the minutes of the Board on the 26th day of April 2000, determined to merge
into itself Coleman.
RESOLVED, that it is advisable for the welfare and advantage
of the Corporation and fair to the stockholders of the Corporation
that the Corporation merge into itself Coleman with the Corporation
emerging as the surviving corporation in the merger, upon the terms
and conditions set forth below.
RESOLVED, that the Corporation be, and hereby is, authorized
to merge into itself Coleman effective upon the filing with, and
acceptance by, the Secretary of State of Delaware of a Certificate
of Ownership and Merger in accordance with the provisions of the
Delaware General Corporation Law (the "DGCL").
RESOLVED, that in connection with the merger contemplated by
these resolutions, the name of the Corporation be
changed from "Coleman Cable Acquisition, Inc." to "Coleman Cable,
Inc."
RESOLVED, that Coleman shall, pursuant to the provisions of
the DGCL, be merged with and into the Corporation.
RESOLVED, that the Corporation shall be the surviving
corporation from and after the effective time of the mergers (the
"Effective Time"), shall be sometimes hereinafter referred to herein
as the "surviving corporation," and shall continue to exist as such
surviving corporation in accordance with the provisions herein
pursuant to the provisions of the DGCL.
RESOLVED, that the separate existences of Coleman, which is
sometimes hereinafter referred to as the "terminating corporation,"
shall cease at the Effective Time in accordance with the provisions
of the DGCL.
RESOLVED, that the Certificate of Incorporation of the
Corporation, as now in force and effect, shall be the Certificate of
Incorporation of the surviving corporation; provided, however, that
the name of the surviving corporation shall be changed from "Coleman
Cable Acquisition, Inc." to "Coleman Cable, Inc.", and such
Certificate of Incorporation shall continue in full force and erect
until amended and changed in the manner prescribed by the provisions
of the DGCL.
RESOLVED, that the present by-lawn of the Corporation shall be
the by-laws of the surviving corporation and will continue in full
force and effect until changed, altered or amended as therein
provided and in the manner prescribed by the provisions of the DGCL.
RESOLVED, that the directors and officers in office of the
Corporation at the Effective Time shall be the members of the Board
of Directors and the officers of the surviving corporation, all of
whom shall hold their directorships and offices until the election
and qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the by-laws of the
surviving corporation.
RESOLVED, that at the Effective Time, all of the issued and
outstanding shares of the common stock of Coleman shall be converted
and become 1 share of the common stock of the surviving corporation.
RESOLVED, that to the extent required by the DGCL, the
transactions contemplated by this resolution shall be submitted to
the shareholders of the Corporation for their approval or rejection
and the merger of the terminating corporation with and into the
surviving corporation shall be authorized in accordance with the
provisions of the DGCL.
RESOLVED, that notwithstanding the full adoption of these
resolutions, the merger may be terminated at any time prior to the
filing with the Secretary of State of Delaware of the Certificate of
Ownership and Merger in accordance with the provisions of the DGCL.
RESOLVED, that all actions previously taken by any officer or
director of the Corporation in connection with the transactions
contemplated by the foregoing resolutions are hereby adopted,
ratified, confirmed and approved in all respects as the acts and
deeds of the Corporation.
RESOLVED, that in addition to the specific authorizations
conferred upon the officers and Directors of the Corporation, and
subject to the authority of the Board of Directors, each of the
proper officers and Directors of the Corporation is authorized and
empowered to do or cause to be done all such further acts and things
(including but not limited to the execution of all such further
documents, papers and instruments and the payment and transfer of
funds), as they or any of them may deem necessary or appropriate in
order to carry into effect the purposes and intern of the foregoing
resolutions; and, if specific forms of resolutions are deemed by
such officers and directors to be necessary or desirable to
accomplish the foregoing transactions, then the same shall be deemed
to have been and hereby are authorized and directed to certify the
adoption of all such resolutions as though such resolutions were
adopted hereby.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
the Corporation at any time prior to the time that this merger being filed with
the Secretary of State becomes effective.
IN WITNESS WHEREOF, said COLEMAN CABLE ACQUISITION, INC. has caused this
Certificate to be signed by Nachum Stein, its President, and David Bistricer,
its Secretary, this 26th day of April, 2000.
COLEMAN CABLE ACQUISITION, INC.
/s/ Nachum Stein
------------------------------------
Nachum Stein
President
/s/ David Bistricer
------------------------------------
David Bistricer
Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 08/29/2000
001436728 - 3078291
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
RIBLET PRODUCTS CORPORATION
INTO
COLEMAN CABLE, INC.
Coleman Cable, Inc. (the "Corporation"), a corporation organized under the laws
of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That this corporation was formed as a limited liability company on the
3rd day of August 1999 and thereafter converted into a corporation on the 29th
day of December 1999, pursuant to the Delaware General Corporation Law (the
"DGCL").
SECOND: That this corporation owns all of the outstanding shares of the common
stock of Riblet Products Corporation ("Riblet"), a Delaware corporation
incorporated on the 28th day of July, 1986, pursuant to the DGCL
THIRD: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by the unanimous written consent of its members, filed
with the minutes of the Board on the 28th day of August, 2000, determined to
merge into itself Riblet.
RESOLVED, that it is advisable for the welfare and advantage
of the Corporation and fair to the stockholders of the Corporation
that the Corporation merge into itself Riblet with the Corporation
emerging as the surviving corporation in the merger, upon the terms
and conditions set forth below.
RESOLVED, that the Corporation be. and hereby is, authorized
to merge into itself Riblet effective upon the filing with, and
acceptance by, the Secretary of State of
Delaware of a Certificate of Ownership and Merger in accordance with
the provisions of the Delaware General Corporation Law (the "DGCL").
RESOLVED, that Riblet shall, pursuant to the provisions of the
DGCL, be merged with and into the Corporation.
RESOLVED, that the Corporation shall be the surviving
corporation from and after the effective time of the merger (the
"Effective Time"), shall be sometimes hereinafter referred to herein
as the "surviving corporation." and shall continue to exist as such
surviving corporation in accordance with the provisions herein
pursuant to the provisions of the DGCL.
RESOLVED, that the separate existences of Riblet, which is
sometimes hereinafter referred to as the "terminating corporation,"
shall cease at the Effective Time in accordance with the provisions
of the DGCL.
RESOLVED, that the Certificate of Incorporation of the
Corporation, as now in force and effect, shall be the Certificate of
Incorporation of the surviving corporation, and such Certificate of
Incorporation shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the DGCL.
RESOLVED, that the present by-laws of the Corporation shall be
the by-laws of the surviving corporation and will continue in full
force and effect until changed, altered or amended as therein
provided and in the manner prescribed by the provisions of the DGCL.
RESOLVED, that the directors and officers in office of the
Corporation at the Effective Time shall be the members of the Board
of Directors and the officers of the surviving corporation, all of
whom shall hold their directorships and offices until the election
and qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the by-laws of the
surviving corporation.
RESOLVED, that at the Effective Time, all of the issued and
outstanding shares of the common stock of
Riblet shall be converted and become 1 share of the common stock of
the surviving corporation.
RESOLVED, that to the extent required by the DGCL, the
transactions contemplated by this resolution shall be submitted to
the shareholders of the Corporation for their approval or rejection
and the merger of the terminating corporation with and into the
surviving corporation shall be authorized in accordance with the
provisions of the DGCL.
RESOLVED, that notwithstanding the full adoption of these
resolutions, the merger may be terminated at any time prior to the
filing with the Secretary of State of Delaware of the Certificate of
Ownership and Merger in accordance with the provisions of the DGCL.
RESOLVED. that all actions previously taken by any officer or
director of the Corporation in connection with the transactions
contemplated by the foregoing resolutions are hereby adopted,
ratified, confirmed and approved in all respects as the acts and
deeds of the Corporation.
RESOLVED, that in addition to the specific authorizations
conferred upon the officers and Directors of the Corporation, and
subject to the authority of the Board of Directors, each of the
proper officers and Directors of the Corporation is authorized and
empowered to do or cause to be done all such further acts and things
(including but riot limited to the execution of all such further
documents, papers and instrument is and the payment and transfer of
funds), as they or any of them may deem necessary or appropriate in
order to carry into effect the purposes and intent of the foregoing
resolutions; and, if specific forms of resolutions are deemed by
such officers and directors to be necessary or desirable to
accomplish the foregoing transactions, then the same shall be deemed
to have been and hereby are authorized and directed to certify the
adoption of all such resolutions as though such resolutions were
adopted hereby.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be emended or terminated and abandoned by the Board of Directors of
the Corporation at any time prior to the time that this merger being filed with
the Secretary of State becomes effective.
IN WITNESS WHEREOF, said COLEMAN CABLE, INC. has caused this Certificate to be
signed by Nachum Stein, its President, and David Districts, its Secretary, this
29th day of August, 2000.
COLEMAN CABLE, INC.
/s/ Nachum
------------------------------------
Nachum
President
/s/ David Bistricer
------------------------------------
David Bistricer
Secretary