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Exhibit 3.11
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
DENOREX ACQUISITION, INC.
* * * *
ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF Section 242 THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
* * * *
The undersigned, being the Secretary of Denorex Acquisition, Inc., a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY as follows:
FIRST: The Board of Directors of the Corporation adopted the resolution
set forth below proposing an amendment to the Certificate of Incorporation of
the Corporation (the "Amendment") and directed that the Amendment be submitted
to the sole holder of the issued and outstanding shares of Common Stock of the
Corporation entitled to vote thereon for its consideration and approval:
"RESOLVED, that the Certificate of Incorporation of the Corporation
be, and hereby is, amended in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware by deleting Article
One thereof in its entirety and substituting therefore Article One as
follows:
ARTICLE ONE
The name of the corporation is Prestige Personal Care, Inc."
SECOND: The Amendment was duly adopted in accordance with Section 228
and Section 242 of the General Corporation Law of the State of Delaware by the
sole holder of the issued and outstanding shares of the Common Stock of the
Corporation entitled to vote thereon.
* * * * * *
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IN WITNESS WHEREOF, the undersigned does hereby certify under
penalties of perjury that this Certificate of Amendment to the Certificate of
Incorporation of the Corporation is the act and deed of the undersigned and the
facts stated herein are true and accordingly has hereunto set his hand this 30th
day of March, 2004.
Denorex Acquisition, Inc.,
a Delaware corporation
By: /S/ PETER J. ANDERSON
--------------------------------------
Name: Peter J. Anderson
Title: Secretary
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CERTIFICATE OF INCORPORATION
OF
DENOREX ACQUISITION, INC.
FIRST: The name of the corporation is Denorex Acquisition, Inc. (the
"Corporation").
SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in New
Castle County, Delaware. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation Law.
FOURTH: The total number of shares of all classes of capital stock which
the corporation shall have authority to issue is One Thousand (1,000) shares of
common stock at a par value of One Cent ($0.01) per share.
FIFTH: The name of the incorporator is Kathryn Truett c/o Vinson & Elkins
L.L.P., 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201.
SIXTH: The name and mailing address of the sole director, who shall serve
until the first annual meeting of stockholders or until his successor is elected
and qualified, is as follows:
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<Caption>
Name Address
---- -------
Vincent J. Hemmer 6100 Sears Tower
Chicago, IL 60606
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The number of directors of the Corporation shall be as specified in, or
determined in the manner provided in, the bylaws of the Corporation. Election of
directors need not be by written ballot.
SEVENTH: In furtherance of, and not in limitation of, the powers conferred
by statute, the Board is expressly authorized to adopt, amend or repeal the
bylaws of the corporation.
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 in a summary
way of the Corporation or of any creditor or stockholder thereof or 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 at least three-fourths
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in value of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of the corporation, as the case may be, agree to 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.
NINTH: No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. In addition to the circumstances in which a director of the Corporation
is not personally liable as set forth in the preceding sentence, a director of
the Corporation shall not be liable to the fullest extent permitted by any
amendment to the Delaware General Corporation Law hereafter enacted that further
limits the liability of a director.
TENTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the Delaware General Corporation Law, as the same
exists or may hereafter be amended. Such right shall be a contract right and as
such shall inure to the benefit of any director or officer who is elected and
accepts the position of director or officer of the Corporation or elects to
continue to serve as a director or officer of the Corporation while this Article
Tenth is in effect. Any repeal or amendment of this Article Tenth shall be
prospective only and shall not limit the rights of any such director or officer
or the obligations of the Corporation with respect to any claim arising from or
related to the services of such director or officer in any of the foregoing
capacities prior to any such repeal or amendment to this Article Tenth. Such
right shall include the right to be paid by the Corporation expenses (including
without limitation attorneys' fees) actually and reasonably incurred by him in
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under the Delaware General Corporation Law, as the same exists
or may hereafter be amended. If a claim for indemnification or advancement of
expenses hereunder is not paid in full by the Corporation within sixty (60) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, the claimant shall
also be entitled to be paid the expenses of prosecuting such claim. It shall be
a defense to any such action that such indemnification or advancement of costs
of defense is not permitted under the Delaware General Corporation Law, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors or any committee thereof,
independent legal counsel, or stockholders) to have made its determination prior
to the commencement of such action that indemnification of, or advancement of
costs of
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defense to, the claimant is permissible in the circumstances nor any actual
determination by the Corporation (including its Board or any committee thereof,
independent legal counsel, or stockholders) that such indemnification or
advancement is not permissible shall be a defense to the action or create a
presumption that such indemnification or advance is not permissible. In the
event of the death of any person having a right of indemnification under the
foregoing provisions, such right shall inure to the benefit of his or her heirs,
executors, administrators, and personal representatives. The rights conferred
above shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, bylaw, resolution of stockholders or
directors, agreement, or otherwise.
The Corporation may also indemnify any employee or agent of the corporation
to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ELEVENTH: No contract or transaction between the Corporation and one or
more of its directors, officers, or stockholders or between the Corporation and
any person (as used herein, "person" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or stockholders are directors, officers, or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved, or ratified by the board of directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.
TWELFTH: The Corporation shall have the right, subject to any express
provisions or restrictions contained in this certificate of incorporation or
bylaws of the Corporation, from time to time, to amend this certificate of
incorporation or any provision hereof in any manner now or hereafter provided by
law, and all rights and powers of any kind conferred upon a director or
stockholder of the Corporation by this certificate of incorporation or any
amendment hereof are subject to such right of the Corporation.
I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate,
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hereby declaring that this is my act and deed and that the facts herein stated
are true, and accordingly have hereunto set my hand this 15th day of December,
2003.
/S/ KATHRYN TRUETT
-------------------------------------
Kathryn Truett, Incorporator