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Exhibit 3.17
ENDORSED
FILED
IN THE OFFICE OF THE Secretary of State
of the State of California
AUG 29 1985
MARCH FONG EU, Secretary of State
Gloria J. Carroll
Deputy
ARTICLES OF INCORPORATION
OF
STUART MILLHEISER, INCORPORATED
1. The name of this corporation is STUART MILLHEISER, INCORPORATION.
2. The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law
of California other than the banking business, the trust company business
or the practice of a professional permitted to be incorporated by the
California Corporation Code.
3. The name and address in the State of California of this corporation's
initial agent for service of process is: LAWRENCE A. TREGLIA, 6561 Segovia
Cr., Huntington Beach, CA 92647.
4. This corporation is authorized to issue only one class of shares of stock,
and the total number of shares which this corporation is authorized to
issue is 1000.
Dated: August 19, 1985
/s/ Lawrence A. Treglia
-----------------------
Lawrence A. Treglia
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
/s/ Lawrence A. Treglia
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Lawrence A. Treglia
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FILED
In the office of the Secretary of State
of the State of California
JAN 11 2000
/s/ Bill Jones
BILL JONES, Secretary of State
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
STUART MILLHEISER, INCORPORATED
We, Charles H. Esserman, the President and Chief Executive Officer,
and James L. O'Hara, the Vice President and Secretary, of Stuart Millheiser,
Incorporated, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of California (the "Corporation"), do
hereby certify as follows:
1. They are the President, Chief Executive Officer, Vice President
and Secretary of the Corporation.
2. The first article of the Articles of Incorporation of the
Corporation is deleted in its entirety and is amended to read as
follows:
"1. The name of this corporation is PECOS Pharmaceutical,
Inc."
3. The foregoing amendment has been approved by the sole director of
the Board of Directors of the Corporation in accordance with
Sections 307(b) and 900 et seq. of the General Corporation Law of
the State of California.
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4. The foregoing amendment has been approved by the sole shareholder of the
Corporation in accordance with Sections 603(a) and 900 et seq. of the
General Corporation Law of the State of California.
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IN WITNESS WHEREOF, the undersigned have executed this Certificate under
penalty of perjury under the laws of the State of California that the matters
set forth in this Certificate are true and correct of their own knowledge.
Executed on this 15th day of December, 1999.
/s/ Charles H. Esserman
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Name: Charles H. Esserman
Title: President and Chief Executive Officer
/s/ James L. O'Hara
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Name: James L. O'Hara
Title: Vice President and Secretary
[SEAL]
OFFICE OF THE
SECRETARY OF STATE