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Exhibit 3.23
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:40 PM 12/20/2002
020790897 - 3605002
CERTIFICATE OF INCORPORATION
OF
PRESTIGE BRANDS FINANCIAL CORPORATION
FIRST: The name of the Corporation is Prestige Brands Financial
Corporation (the "Corporation").
SECOND: The registered office of the Corporation in the State of Delaware
is located at 300 Delaware Ave., 9th Floor, DE-5403, Wilmington, County of New
Castle, Delaware 19801. The registered agent of the Corporation at that address
is Griffin Corporate Services, Inc.
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; provided that the Corporation's activities shall
be confined to the management and maintenance of its intangible investments and
the collection and distribution of the income from such investments or from
tangible property physically located outside Delaware, all as defined in, and in
such manner as to qualify for exemption from income taxation under, Section
1902(b) (8) of Title 30 of the Delaware Code, or under the corresponding
provision of any subsequent law.
FOURTH: The Corporation shall have authority to issue 3,000 (three
thousand) shares of common stock, having no par value per share.
FIFTH: The Corporation shall, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, as the same may be amended and
supplemented from time to time, indemnify any and all persons whom it shall have
power to indemnify under Section 145 from and against any and all of the
expenses, liabilities or other matters referred to in, or covered by, Section
145, and the indemnification provided for herein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of
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stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity while holding such office and to action while serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person; provided, however, that the Corporation shall
indemnify any such indemnitee in connection with a proceeding initiated by such
indemnitee only if such proceeding was authorized by the Board of Directors of
the Corporation. In connection with the indemnification provided by Section
145 of the Delaware General Corporation Law and under any Bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, expenses incurred by a
director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation in accordance with Section 145 of the Delaware
General Corporation Law or as authorized in the Bylaws of the Corporation.
SIXTH: The directors of the Corporation shall be protected from personal
liability, through indemnification or otherwise, to the fullest extent permitted
under the Delaware General Corporation Law as from time to time in effect. A
director of this Corporation shall under no circumstances have any personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for those specific breaches and acts or
omissions with respect to which the Delaware General Corporation Law, expressly
provides that this provision shall not eliminate or limit such personal
liability of directors. The amendment, modification or repeal of this Article
shall not adversely affect any right or protection of a
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director of the Corporation hereunder in respect of any act or omission
occurring prior to such amendment, modification or repeal.
SEVENTH: The business and affairs of the Corporation shall be managed by
or under the direction of the board of directors, the number of members of which
shall be set forth in the Bylaws of the Corporation. The directors need not be
elected by ballot unless required by the Bylaws of the Corporation.
EIGHTH: Meetings of the stockholders will be held within the State of
Delaware. The books of the Corporation will be kept (subject to the provisions
contained in the General Corporation Law) in 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 Bylaws of the Corporator.
NINTH: In the furtherance and not in limitation of the objects, purposes
and powers prescribed herein and conferred by the laws of the State of Delaware,
the board of directors is expressly authorized to make, amend and repeal the
Bylaws.
TENTH: The Corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other person
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
Article.
ELEVENTH: The Corporation shall have no power and may not be authorized by
its stockholders or directors (i) to perform or omit to do any act that would
cause the Corporation to lose its status as a corporation exempt from the
Delaware Corporation income tax under Section 1902 (b) (8) of Title 30 of the
Delaware Code, or under the corresponding provision of any
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subsequent law, or (ii) to conduct any activities outside of Delaware which
could result in the Corporation being subject to tax outside of Delaware.
TWELFTH: The name and mailing address of the Incorporator is Kimberlee A.
Postlethwait, 300 Delaware Avenue, 9th Floor, DE-5403, Wilmington, Delaware
19801.
THIRTEENTH: The powers of the incorporator shall terminate upon election of
directors.
I, THE UNDERSIGNED, being the 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 herein stated are true, and
accordingly have hereunto set my hand this 20th day of December, 2002.
/s/ Kimberlee A. Postlethwait
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Kimberlee A. Postlethwait
Incorporator
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