Exhibit 3.3
Form BCA-12.45/ APPLICATION FOR REINSTATEMENT
13.60 OF
(Rev. Jan. 1995) DOMESTIC OR FOREIGN CORPORATIONS File # D 5514-919-4
George H. Ryan This space for use by Secretary of State SUBMIT IN
Secretary of State DUPLICATE!
Department of Business Services
Springfield, IL 62756
Payment must be made by certified FILED THIS SPACE FOR USE BY
check, cashier's check, Illinois SECRETARY OF STATE
attorney's check, Illinois C.P.A.'s JAN 17 2001
check or money order, payable to DATE 1-17-01
"Secretary of State." JESSE WHITE FILING FEE $100.00
SECRETARY OF STATE APPROVED:
1. (a) CORPORATE NAME as of the date of issuance of the certificate of
dissolution or revocation:
Baron Wire & Cable Corp.
____________________________________________________________________
(b) CORPORATE NAME as changed:__________________________________________
____________________________________________________________(NOTE 1)
(c) If a foreign corporation having a certificate of authority under an
assumed corporate name restriction, the assumed corporate
name:_______________________________________________________________
____________________________________________________________(NOTE 2)
________________________________________________________________________________
2. State of incorporation: Illinois
__________________________________________________
________________________________________________________________________________
3. Date that the certificate of dissolution or revocation was issued:
12/1/2000
________________________________________________________________________________
4. Name and address of the Illinois registered agent and the Illinois
registered office, upon reinstatement: (NOTE 3) NOTICE! Completion of item
#4 does not constitute a registered agent or office change. See note #3 on
back of this form.
Registered Agent Alan B. Patzik
____________________________________________
First Middle Name Last Name
Registered Office 150 S. Wacker Drive, Suite 900
____________________________________________
Number Street Suite # (A.P.O. Box
alone is not acceptable)
Chicago, IL 60606 COOK
_____________________________________________
City Zip Code County
________________________________________________________________________________
5. This application is accompanied by all delinquent report forms together
with the filing fees, franchise taxes, license fee and penalties required.
________________________________________________________________________________
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true. (All signatures must be in
BLACK INK.)
Dated January 15, 2001 Baron Wire & Cable Corp.
_______________________________________________
(Exact Name of Corporation)
attested by /s/ Richard N. Burger by /s/ Gary Yetman
______________________________ ___________________
(Signature of Secretary or (Signature of
Assistant Secretary) President or Vice President)
Richard N. Burger, Secretary Gary Yetman, President
(Type or Print Name and Title) (Type or Print Name and Title)
Form BCA-10.30 ARTICLES OF AMENDMENT
File #
(Rev. Jan. 1995)
George H. Ryan FILED SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services NOV 01, 1991
Springfield, IL 62756
Telephone (217) 782-6961
Remit payment in check or money order, GEORGE H. RYAN THIS SPACE FOR USE BY
payable to "Secretary of State." SECRETARY OF STATE SECRETARY OF STATE
DATE 11-1-91
FRANCHISE TAX $
FILING FEE $
PENALTY $ 25.00
APPROVED:
1. CORPORATE NAME: Interflex Incorporated
(Note 1)
2. MANNER OF ADOPTION:
[ ] The following amendment of the Articles of Incorporation was adopted on
September 30, 1991 in the manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were named in
the articles of incorporation and no directors have been elected: or by a
majority of the board of directors, in accordance with Section 10.10, the
corporation having issued no shares as of the time of adoption of this
amendment;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued by shareholder action not being required
for the adoption of the amendment;
(Note 3)
[X] By the shareholders, in accordance with Section 10.20, a resolution of the
board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of incorporation
were voted in favor of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of he board of directors having been duly adopted and submitted
to the shareholders. A consent in writing has been signed by the
shareholders having not less than the minimum number of votes required by
statute and by the articles of incorporation. Shareholders who have not
consented in writing have been given notice in accordance with Section
710;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of he board of directors having been duly adopted and submitted
to the shareholders. A consent in writing has been signed by the
shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
RESOLVED, that Article One of the Articles of Incorporation be amended to read
as follows:
BARON WIRE & CABLE CORP.
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of the class, provided for or
effected by this amendment, is as follows: (If not applicable, insert "No
charge")
No change
4. (a) The manner in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and
Paid-in Surplus and is equal to the total of the accounts) is as follows:
(If not applicable, insert "No charge")
No change
5. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated September 30, 1991 Interflex Incorporated
_____________________________________________
(Exact Name of Corporation)
Attested by /s/ Peter Leeb by /s/ James Coleman
_______________________ _______________________________
(Signature of Secretary (Signature of Secretary
or Assistant Secretary) or Assistant Secretary)
Peter Leeb, Secretary James Coleman, President
_________________________________ ______________________________
(Type or Print Name and Title)) (Type or Print Name and Title
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers,
then a majority of the directors or such directors as may be designated by
the board, must sign below.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated________________,19__
___________________________________ ____________________________________
___________________________________ ____________________________________
___________________________________ ____________________________________
___________________________________ ____________________________________
BCA-2.10 (Rev. Jul. 1984) File #
Submit in Duplicate JIM EDGAR This Space For Use By
Secretary of State Secretary of State
Payment must by made by Certified Check, State of Illinois
Cashier's Check, Illinois Attorney's Check, Date 7-11-88
Illinois C.P.A.'s ARTICLES OF INCORPORATION
Check or Money order, payable to License Fee $ .50
"Secretary of State". Franchise Tax $ 25.00
Filing Fee $ 75.00
DO NOT SEND CASH!
Clerk $100.00
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE The name of the corporation is INTERFLEX INCORPORATED
_________________________________________________________________
(Shall contain the word "corporation", "incorporated";
_________________________________________________________________
"limited", or an abbreviation thereof)
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent
Stuart K. Taussig
_________________________________________________________________
First Name Middle Name Last Name
Registered Office
444 N. Michigan Avenue, Suite 2300
_________________________________________________________________
Number Street Suite # (A.P.O. Box alone is not acceptable)
ARTICLE THREE The purpose or purposes for which the corporation is organized
are:
If not sufficient space to cover this point, add one or more
sheets of this size.
To engage in any lawful act or activity for which corporations may be
organized under the Illinois Business Corporation Act.
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
Class *Par Value per share Number of shares authorized
Common $ 1.00 1,000
Paragraph 2: The preferences, qualifications, limitations,
restrictions and the specific or relative rights in respect of he
shares of each class are:
If not sufficient space to cover this point, and one or
more sheets of this size.
None
ARTICLE FIVE The number of shares to be issues initially, and the consideration
to be received by the corporation therefor, are:
- ----------
* A declaration as to a"par value" is optional. This space may be marked
"n/a" when no reference to a par value is desired.
Class *Par Value per Number of shares proposed Consideration to be received
share to be issued therefor
- --------- -------------- ------------------------- ----------------------------
Common $1.00 460 $460.00
$
$
$
$
-------
TOTAL $460.00
-------
- ----------
* A declaration as to a "par value" is optional. This space may be marked
"n/a" when no reference to a par value is desired.
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of
directors of the corporation is __________, and the names and
addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors be
elected
Name Residential Address
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
ARTICLE SIX OPTIONAL
(a) It is estimated that the value of all property to be owned by
the corporation for the following year wherever located will
be: $_____________
(b) It is estimated that the value of the property to be located
within the State of Illinois during the following ear will be:
$_____________
(c) It is estimated that the gross amount of business which will
be transacted by the corporation during the following year
will be: $_____________
(d) It is estimated that the gross amount of business which will
be transacted from places of business in the State of Illinois
during the following year will be: $_____________
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated July 8, 1988
1. /s/ Denise R. Morgan 1. 444 N. Michigan Ave, Suite 23
__________________________________ __________________________________
Signature Street
Denise R. Morgan Chicago, IL 60611
__________________________________ __________________________________
Name (please print) City/Town State Zip
2. __________________________________ 2. ___________________________________
Signature Street
__________________________________ __________________________________
Name (please print) City/Town State Zip
3. __________________________________ 3. __________________________________
Signature Street
__________________________________ __________________________________
Name (please print)
__________________________________
City/Town State Zip
(Signatures must be in ink on original document. Carbon copy, xerox or rubber
stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or an Assistant Secretary.