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CERTIFICATE OF INCORPORATION EXHIBIT 3.1.3
OF
SEYMOUR HOUSEWARES CORPORATION
ARTICLE ONE
The name of the corporation is Seymour Housewares Corporation.
ARTICLE TWO
The address of the corporation's registered office in the State of
Delaware is 32 Loockerman Square, Suite L-100, Dover Delaware, Kent County,
19901. The name of the registered agent at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted 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.
ARTICLE FOUR
The total number of shares of stock which the corporation has authority to
issue is one thousand (1,000) shares of common stock, par value one cent
($0.01) per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
Karen D. Bielars 200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
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ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by statue,
the board of directors of the corporation is expressly authorized to make,
alter or repeal the by-laws of the corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept 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
by-laws of the corporation. Election of directors need not be by written
ballot unless the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, the director
of this corporation shall not be liable to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director. Any repeal
or modification of this Article Nine shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
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 herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts stated herein are true,
and accordingly have hereunto set my hand on this 22nd day of December, 1992.
_____________________________________
Karen D. Bielars, Sole Incorporator
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
SEYMOUR SALES CORPORATION
(A DELAWARE CORPORATION)
INTO
SEYMOUR HOUSEWARES CORPORATION
(A DELAWARE CORPORATION)
IT IS HEREBY CERTIFIED THAT:
FIRST: Seymour Sales Corporation (hereinafter referred to as the
"CORPORATION") is a business corporation of the State of Delaware.
SECOND: The Corporation, as the owner of all of the issued and outstanding
shares of stock of Seymour Housewares Corporation, a business corporation of
the State of Delaware ("HOUSEWARES"), hereby merges itself into Housewares.
THIRD: The following is a copy of certain resolutions adopted on December
30, 1997, by the sole Director of the Corporation to merge the Corporation into
Housewares:
RESOLVED, that the Corporation be merged into Housewares
pursuant to the laws of the State of Delaware as hereinafter provided
("Merger"), so that the separate existence of the Corporation shall
cease as soon as the Merger shall become effective, and thereupon the
Corporation and Housewares will become a single corporation, which
shall continue to exist under, and be governed by, the laws of the
State of Delaware.
RESOLVED, that the terms and conditions of the proposed Merger
are as follows:
(a) From and after the Effective Date (as hereinafter defined) of
the Merger, all of the estate, property, rights, privileges,
powers, and franchises of the Corporation shall become vested in
and be held by Housewares as fully and entirely and without
change or diminution as the same were held and enjoyed by the
Corporation, and Housewares shall assume all of the obligations
of the Corporation.
(b) Each issued and outstanding share of Common Stock, $0.01 par
value per share, of the Corporation owned by the sole
Stockholder of the Corporation immediately prior to the
Effective Date of the Merger, shall, on the Effective Date of
the Merger, be converted into one share of Common Stock, $0.01
par value per share, of Housewares; each issued and outstanding
share of Common Stock, $0.01 par value per share of Housewares
owned by the Corporation immediately prior to the Effective
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Date of the Merger shall, on the Effective Date of the Merger,
be canceled.
(c) After the Effective Date of the Merger, the sole holder of
record of the outstanding certificate theretofore representing
stock of the Corporation may surrender the same to Housewares at
its principal office and such holder shall be entitled upon
surrender to receive in exchange therefor a certificate
representing an equal number of shares of stock of Housewares.
Until so surrendered, the outstanding certificate which prior to
the Effective Date of the Merger represented shares of stock of
the Corporation shall be deemed for all corporate purposes to
evidence ownership of an equal number of shares of stock of
Housewares.
(d) From and after the Effective Date of the Merger, the Certificate
of Incorporation and the By-Laws of Housewares shall be the
Certificate of Incorporation and the By-Laws of Housewares, as
in effect immediately prior to such Effective Date, and said
Certificate of Incorporation shall continue in full force and
effect until amended and changed in accordance with the
provisions of the General Corporation Law of the State of
Delaware.
(e) The sole member of the Board of Directors and officers of the
Corporation shall be the sole member of the Board of Directors
and the corresponding officers of Housewares immediately before
the Effective Date of the Merger.
(f) From and after the Effective Date of the Merger, the assets and
liabilities of the Corporation and of Housewares shall be
entered on the books of Housewares at the amounts at which they
shall be carried at such time on the respective books of the
Corporation and of Housewares subject to such inter-corporate
adjustments or eliminations, if any, as may be required to give
effect to the Merger; and subject to such action as may be taken
by the Board of Directors of Housewares, in accordance with
generally accepted accounting principles, the capital and
surplus of Housewares shall be equal to the capital and surplus
of the Corporation and of Housewares.
RESOLVED, that the Effective Date of the Certificate of
Ownership and Merger setting forth a copy of these resolutions
shall be December 30, 1997 ("Effective Date"), and that, insofar
as the General Corporation Law of the State of Delaware shall
govern the same, said time shall be the effective Merger time.
RESOLVED, that these resolutions to merge be submitted to
the sole Stockholder of the Corporation.
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RESOLVED, that the Chairman of the Board, President and
Secretary of the Corporation, either acting singly or jointly,
are hereby authorized, empowered and directed to execute and
deliver, in the name and on behalf of the Corporation, the
documents prescribed by the laws of the State of Delaware,
including, without limitation, a "CERTIFICATE OF OWNERSHIP AND
MERGER" and will cause to be performed all necessary acts within
the jurisdiction of organization of Housewares and of the
Corporation, and to take such actions, execute and deliver such
certificates and such additional documents and effectuate such
filings as are necessary, appropriate or expedient to implement
the terms and provisions of the foregoing resolutions, and/or
are necessary or incident to effectuate the transactions
identified in or contemplated by the Agreement, the making of
any such modifications, the execution and delivery of any such
other documents and the taking of such other action to
conclusively evidence their having so deemed.
FOURTH: The proposed Merger therein certified has been approved and adopted
in writing by the sole Stockholder of the Corporation in accordance with
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
FIFTH: The Effective Date of the Certificate of Ownership and Merger, and
the time when the Merger therein certified shall become effective, shall be
December 30, 1997.
Executed on this 30th day of December, 1997.
SEYMOUR SALES CORPORATION
By:_______________________________________
James E. Winslow, Executive Vice President