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EXHIBIT 3.3
[SEAL]
CERTIFICATE OF INCORPORATION
OF
HOLDERMEX CORPORATION
1. The name of the corporation is:
HOLDERMEX CORPORATION
2. The address of its registered office in the State of Delaware is
100 West Tenth Street in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful set or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is One Hundred (100) all of such shares shall be without
par value.
5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by ballot.
6. The name and mailing address of the incorporator is:
L. M. Custis
100 West Tenth Street
Wilmington, Delaware 19801
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 25th day of August, 1981.
/s/ L. M. Custis
------------------------------
L. M. Custis
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[SEAL]
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED
OFFICE AND/OR REGISTERED AGENT
OF
HOLDERMEX CORPORATION
---------------
The Board of Directors of the Holdermex Corporation, a Corporation of
Delaware, on this 28th Day of February, A.D. 1983, do hereby resolve and order
that the location of the Registered Office of this Corporation within this State
be, and the same hereby is 229 South State Street, in the City of Dover, Zip
Code 19901, in the County of Kent.
The name of the Registered Agent therein and in charge thereof upon
whom process against this Corporation may be served, is The Prentice-Hall
Corporation System, Inc.
The Holdermex Corporation, a Corporation of Delaware, does hereby
certify that the foregoing is a true copy of a resolution adopted by the Board
of Directors at a meeting held as herein stated.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by its President and Attested by its Secretary, the 17th day of March
A.D., 1983.
BY: /s/ G. R. Morris
---------------------------------
President
G. R. Morris
ATTEST:
/s/ R. E. Swinehart
- --------------------------
Secretary
R. E. Swinehart
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[SEAL]
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Holdermex Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of Kent.
The Board of Directors of Holdermex Corporation adopted the following
resolution on the 19th day of October 1988
Resolved, that the registered office of Holdermex Corporation is
the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION
TRUST COMPANY, shall be and is hereby constituted and appointed the
registered agent of this corporation at the address of its registered
office.
IN WITNESS WHEREOF, Holdermex Corporation has caused this statement to
be signed by C. R. Roy, its Vice President and attested by W. D. Persavich, its
Assistant Secretary this 26th day of October, 1998.
By /s/ C.R. Roy
----------------------
Vice President
ATTEST:
By /s/ W.D. Persavich
---------------------------
Assistant Secretary
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[SEAL]
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HOLDERMEX CORPORATION
HOLDERMEX CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that the following resolution was duly adopted by the Board of
Directors and the stockholder of the Corporation in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:
RESOLVED, that Article 1 of the Certificate of Incorporation of the
Corporation be amended in its entirety to read as follows:
1. NAME. The name of the corporation is PT Components, Inc.
(hereinafter called the "Corporation").
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this certificate on behalf of the Corporation on the 30th day of June,
1989.
HOLDERMEX CORPORATION
By: /s/ Charles R. Roy
-----------------------------
Charles R. Roy
Vice President
Attest:
/s/ Thomas J. Jansen
- -------------------------
Thomas J. Jansen
Assistant Secretary