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EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
OF
ROV HOLDING, INC.
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ARTICLE FIRST
The name of the corporation (herein called the "Corporation") is ROV
HOLDING, INC.
ARTICLE SECOND
The address of the registered office of the Corporation in the State of
Delaware is 229 South State Street, City of Dover, County of Kent. The name of
registered agent of the Corporation at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE 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.
ARTICLE FOURTH
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 1,000 shares, all of which shall be of one
class, shall be designated common stock and shall have a par value of $.10 per
share.
ARTICLE FIFTH
The name and mailing address of the incorporator is as follows:
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Name Mailing Address
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Jeffrey S. Held 280 Park Avenue
New York, New York 10017
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ARTICLE SIXTH
The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the names and mailing addresses of the persons
who are to serve as directors until the first annual meeting of stockholders and
until their successors are elected and qualify are:
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Name Mailing Address
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Robert B. Goergen 280 Park Avenue
New York, New York 10017
Lionel N. Sterling 280 Park Avenue
New York, New York 10017
Thomas F. Pyle 280 Park Avenue
New York, New York 10017
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ARTICLE SEVENTH
For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders, it is further
provided:
(a) The number of directors of the Corporation shall be such as from
time to time shall be fixed in the manner provided in the By-Laws of the
Corporation. The election of directors of the Corporation need not be by
ballot unless the By-Laws so require.
(b) In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered:
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(i) To make, alter, amend or repeal the By-Laws in any manner
not inconsistent with the laws of the State of Delaware or this
Certificate of Incorporation.
(ii) Without the assent or vote of the stockholders, to
authorize and issue obligations of the Corporation, secured or
unsecured, and to include therein such provisions as to redemption,
conversion or other terms thereof as the Board of Directors in its
sole discretion may determine, and to authorize the mortgaging or
pledging, as security therefore, of any property of the Corporation,
real or personal, including after-acquired property.
(iii) To determine whether any, and if any, what part, of the net
profits of the Corporation or of its surplus shall be declared in
dividends and paid to the stockholders, and to direct and determine
the use and disposition of any such net profits or such surplus.
(iv) To fix from time to time the amount of net profits of the
Corporation or of its surplus to be reserved as working capital or for
any other lawful purpose.
In addition to the powers and authorities herein or by statute
expressly conferred upon it, the Board of Directors may exercise all such
powers and do such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the
State of Delaware, of this Certificate of Incorporation and of the By-Laws
of the Corporation.
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(c) Any director or any officer elected or appointed by the
stockholders or by the Board of Directors may be removed at any time in
such manner as shall be provided in the By-Laws of the Corporation.
(d) From time to time any of the provisions of this Certificate of
Incorporation may be altered, amended or repealed, and other provisions
authorized by laws of the State of Delaware at the time in force may be
added or inserted, in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted subject to the
provisions of this paragraph (d).
ARTICLE EIGHTH
Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application of any receiver or receivers
appointed for the Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders
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of the Corporation, as the case may be, agree on any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.
IN WITNESS WHEREOF, I, the undersigned, being the sole incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, DO HEREBY CERTIFY that this is
my act and deed and that the facts hereinabove stated are truly set forth and,
accordingly, I have hereunto set my hand and seal as of the 12th day of October,
1982.
/s/ Jeffrey S. Held
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Jeffrey S. Held