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Exhibit 3.3
CERTIFICATE OF INCORPORATION
of
THE P&L SUBSIDIARY, INC.
Under Section 402 of the
Business Corporation Law
The undersigned, desiring to form a corporation under Section 402 of
the Business Corporation Law of the State of New York, does hereby make,
subscribe and acknowledge this certificate for that purpose as follows:
FIRST: The name of the corporation is THE P&L SUBSIDIARY, INC.
SECOND: The purposes for which it is formed are as follows:
(a) To manufacture, buy, sell and in every way deal in chemicals and
chemical material and products; and in paints, varnishes, lacquers and related
products.
(b) To purchase or otherwise acquire by issuance of its own shares or
obligations or otherwise, to sell, pledge or otherwise dispose of, and generally
to trade and deal in and with, investments, securities and obligations of every
class and description, including, but not limited to all manner of shares,
stocks, mortgages, bonds and notes of any person, firm, government or
corporation, domestic or foreign, and to exercise any and all rights, powers and
privileges of individual ownership of all such investments, securities and
obligations, including the right, if any, to vote thereon, and to do any acts
and things designed to protect or enhance the value thereof.
(c) To own, operate, buy, sell and lease, and to engage in any and all
kinds of manufacturing, mining, lumbering and /or mercantile businesses, and to
manufacture, buy, lease, or otherwise acquire, and to hold, own and use, and to
sell, lease, license, loan, pledge, or otherwise dispose of, and to deal in and
with goods, wares, merchandise and personal property of every class and
description.
(d) To take, lease, purchase, acquire, and to own, use, hold, sell,
convey, lease, exchange, encumber, improve, develop, mine, cultivate, and
otherwise to utilize, trade in, deal with, turn to account and dispose of lands,
buildings and/or other real property, and any and all interests and rights
therein or connected therewith, and any and all furnishings, fixtures,
equipment, appurtenances thereto and products thereof.
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(e) To engage, as principals, and through duly licensed agents where such
agents are required by law, in construction and electrical work of every kind
and description; to make estimates for itself and others; to bid upon, enter
into and carry out contracts and arrangements for the building and construction
of works of any and every nature; and to do a general contracting business.
(f) To erect, demolish, rebuild, enlarge, improve and alter houses, works,
buildings, storerooms, factories, tenements, edifices and structures of every
description and to furnish and fully equip the same; and, to the extent
permitted to it by law, to install and maintain heating, plumbing and lighting
apparatus and fixtures, and all other apparatus and fixtures which it may deem
advisable.
(g) To apply for, purchase or otherwise acquire, and to hold, own, use,
operate, sell assign, license or otherwise dispose of copyrights, trademarks,
patents, trade names, inventions and processes of any and every kind, and
licenses of any and every character in respect thereto in the United States of
America and elsewhere.
(h) To purchase, or otherwise acquire, all or any part of the business,
good will, rights, property and assets, and assume all or any part of the
liabilities of any corporation, association, partnership or person engaged in
any business included in any of the purposes and objects herein stated, and to
issue in exchange therefor its stock, bonds or other evidences of indebtedness.
(i) To act as agent, broker, representative, consignee and/or factor of
others; to act as principal, commission merchant, broker, factor or agent with
respect to any of the foregoing businesses.
(j) To do everything necessary, suitable or proper for the accomplishment
of any of the purposes or the furtherance of any of the powers hereinabove set
forth, either alone or in association with other corporations, firms or
individuals, and do every other act or thing incidental or appurtenant to or
growing out of or connected with the aforesaid businesses or powers, or any part
thereof.
The foregoing clauses shall be construed both as purposes and powers, in
furtherance and not in limitation of the general powers conferred by the laws of
the State of New York upon corporations organized under the provisions of the
Business Corporation Law, and it is hereby expressly provided that the
enumeration herein of specific purposes and powers shall not be held to limit or
restrict in any way the general powers of the corporation, and that the
corporation may do all and everything reasonably necessary for the
accomplishment of any of the purposes or powers hereinbefore enumerated, either
alone or in association with other corporations, firms or individuals, to the
same extent and as fully as individuals might or could do as principals, agents,
contractors, or otherwise. Nothing herein contained shall be deemed to authorize
or permit this corporation to carry on any business or exercise any power or do
any act which a corporation organized under the provisions of the Business
Corporation Law may not lawfully carry on or do.
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THIRD: The office of the corporation is to be located in the City of
Buffalo County of Eire, State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is two hundred (200) shares, all of which are to be without
par value.
FIFTH: The Secretary of State of the State of New York is designated as
the agent of the corporation upon whom process against it may be served. The
address to which the Secretary of State shall mail a copy of process in any
action or proceeding against the corporation which may be served upon him is 75
Tonawanda Street, Buffalo, New York.
SIXTH: The incorporator of this corporation is a natural person over the
age of twenty-one years.
IN WITNESS WHEREOF, the undersigned has made, subscribed and acknowledged
this certificate this 27th day of November, 1967.
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ROBERT O. SWADOS
70 Niagara Street
Buffalo, New York 14202
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CERTIFICATE OF MERGER
OF
PIERCE & STEVENS SUBSIDIARY, INC.
INTO
PIERCE & STEVENS CORP.
UNDER SECTION 905 OF THE
NEW YORK BUSINESS CORPORATION LAW
Louis E. Stellato, being the Vice President and Secretary, and Richard A.
Logenza, being the Assistant Secretary, of each of Pierce & Stevens Corp. and
Pierce & Stevens Susidiary, Inc. hereby certify as follows:
1. Pierce & Stevens Corp., a corporation incorporated in the State of
New York on November 29, 1967 under the original name of The P&L
Subsidiary, Inc. (the "Surviving Corporation"), owns all of the
outstanding shares of capital stock of Pierce & Stevens Subsidiary,
Inc., a corporation incorporated in the State of new York on
December 28, 1955 under the original name of Pierce & Stevens, Inc.
("Subsidiary").
2. As to Subsidiary, the designation and number of outstanding shares
and the number of such shares owned by the Surviving Corporation is
as follows:
Designation and Number Number of Shares Owned
Name of Subsidiary of Outstanding Shares by Surviving Corporation
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Pierce & Stevens 100 shares of Common stock, 100
Subsidiary, Inc. par value of $100.00 each
3. The Surviving Corporation owns all of the outstanding shares of
Subsidiary.
4. The merger is permitted by the laws of the State of New York and is
in compliance therewith.
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5. The merger shall be effective upon filing of this Certificate of
Merger with the Department of State of the State of New York.
6. The merger was approved by the Board of Directors of Surviving
Corporation in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, this Certificate has been signed as of the 29th day of
July, 1996 and the statements contained herein are affirmed as true under
penalties of perjury.
PIERCE & STEVENS CORP.
By:
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(Name:)
(Title:)
By:
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(Name:)
(Title:)
PIERCE & STEVENS SUBSIDIARY, INC.
By:
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(Name:)
(Title:)
By:
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(Name:)
(Title:)
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CERTIFICATE OF MERGER
OF
PIERCE & STEVENS MEDICAL CORP.
AND
THE P&L SUBSIDIARY, INC.
INTO
THE P&L SUBSIDIARY, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
We, the undersigned, being respectively the President and Secretary of
PIERCE & STEVENS CHEMICAL CORP. and the President and Secretary of THE P&L
SUBSIDIARY, INC., certify:
1. The name of each constituent corporation is as follows: PIERCE &
STEVENS CHEMICAL CORP. (incorporated under the name of Pierce & Stevens, Inc.)
and THE P&L SUBSIDIARY, INC. The name of the surviving corporation is THE P&L
SUBSIDIARY, INC.
2. The number of outstanding shares of PIERCE & STEVENS CHEMICAL CORP. is
696,180 common shares of the par value of $2 per share. Each share of such $2
par value common stock entitles the holder thereof to one vote. The number of
such shares outstanding is subject to change to the extent that outstanding
employee stock options to purchase shares of PIERCE & STEVENS CHEMICAL CORP. may
be exercised pursuant to their terms prior to the effective date of the merger.
3. The number of outstanding shares of THE P&L SUBSIDIARY, INC. consists
of 200 no par value shares. Each share of such no par value stock entitles the
holder thereof to one vote. All of such shares are held by Pratt & Lambert,
Inc., a New York corporation.
4. Article FIRST of the Certificate of Incorporation of THE P&L
SUBSIDIARY, INC. is hereby amended as of the effective date of the merger so as
to change the name of said corporation, the surviving corporation, to PIERCE &
STEVENS CHEMICAL CORP.
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5. The Certificate of Incorporation of Pierce & Stevens, Inc. (by change
of name PIERCE & STEVENS CHEMICAL CORP.) was filed, in the office of the
Secretary of State on June 13, 1917 and the Certificate of Incorporation of THE
P&L SUBSIDIARY, INC. was filed by the Department of State on November 29, 1967.
6. The merger shall be effective on December 31, 1967.
7. The plan of merger was adopted by the Boards of Directors of each
constituent corporation and adopted and authorized at a special meeting of
shareholders of PIERCE & STEVENS CHEMICAL CORP. by vote of the holders of
two-thirds of all outstanding shares entitled to vote thereon and without a
meeting of shareholders of THE P&L SUBSIDIARY, INC. by the written consent of
Pratt & Lambert, Inc., the holder of all outstanding shares entitled to vote
thereon.
IN WITNESS WHEREOF the undersigned have subscribed this certificate on
behalf of each constituent corporation, in duplicate, this 14th day of December,
1967.
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B.F. Wilkinson, President
The P&L Subsidiary, Inc.
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Robert O. Swados, Secretary
The P&L Subsidiary, Inc.
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R.D. Stevens, Jr., President
Pierce & Stevens Chemical Corp.
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Richard R. Miller, Secretary
Pierce & Stevens Chemical Corp.
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
PIERCE & STEVENS CHEMICAL CORP.
Under Section 805 of the Business Corporation Law
The undersigned, being respectively the President and Secretary of Pierce
& Stevens Chemical Corp., hereby certify:
1. The name of the corporation is Pierce & Stevens Chemical Corp. and
the name under which it was formed is The P&L Subsidiary, Inc.
2. Its Certificate of Incorporation was filed by the Department of
State on November 29, 1967.
3. Its Certificate of Incorporation is hereby amended to change the
name of the corporation to Pierce & Stevens Corp. Paragraph 1 of the
Certificate of Incorporation is hereby amended to read as follows:
"1. The name of the corporation is Pierce & Stevens Corp."
4. The foregoing amendment to the Certificate of Incorporation was
authorized by unanimous written consent of the board of directors
followed by written consent of the holder of all outstanding shares
of the corporation entitled to vote thereon.
IN WITNESS WHEREOF, we have signed this certificate this 9th day of July,
1986, and we affirm the statements herein as true under penalties of perjury.
By:
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(Name, Title)
By:
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(Name, Title)