Exhibit 3.3
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
April 21, 1998
TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:
K B K ENTERPRISES, INC.
I, Yvette Kane, Secretary of the Commonwealth of Pennsylvania do hereby
certify that the foregoing and annexed is a true and correct photocopy of
Articles of Incorporation and all Amendments.
which appear of record in this department.
IN TESTIMONY WHEREOF, I have
hereunto set my hand and caused
the Seal of the Secretary's
Office to be affixed, the day
and year above written.
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Secretary of the Commonwealth
ARTICLES OF INCORPORATION
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE - CORPORATION BUREAU
K B K Enterprises, Inc.
7295 Old Berwick Road
Bloomsburg, PA 17815
(Columbia County)
EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION
The corporation shall have unlimited power to engage in and to do any lawful act
concerning any or all lawful business for which corporations may be incorporated
under the Pennsylvania Business Corporation Law of 1933, as amended.
The Aggregate Number Shares, Classes of Shares and Par Value of Shares Which the
Corporation Shall have Authority to have:
040 Number and Claim of Shares - 20,000 shares - no par value
042 Total Authorized Capital - $300.00
031 Terms of Enterprise - Perpetual
The Name and Address of Each Incorporator, and the Number and Class of Shares
Subscribed to by each Incorporator:
Stephen T. Benza - 150 shares - no par value
14 Ivey Court, R.D. #7
Bethlehem, PA 18015
James W. Knorr - 150 shares - no par value
7295 Old Berwick Road
Bloomsburg, PA 17815
Microfilm Number: 8343 908
COMMONWEALTH OF PENNSYLVANIA 8343 909
Department of State
CERTIFICATE OF INCORPORATION
Office of the Secretary of the Commonwealth to All to Whom These Presents
Shall Come, Greeting:
WHEREAS, under the provisions of the Laws of the Commonwealth, the
Secretary of the Commonwealth is authorized and required to issue a "Certificate
of Incorporation" evidencing the incorporation of an entity.
WHEREAS, the stipulations and conditions of the Law have been fully
complied with by
K B K ENTERPRISES, INC.
THEREFORE, KNOW YE, that subject to the Constitution of this Commonwealth, and
under the authority of the Laws thereof, I do by these presents, which I have
caused to be sealed with the Great Seal of the Commonwealth, declare and certify
the creation, erection and incorporation of the above in deed and in law by the
name chosen hereinbefore specified.
Such corporation shall have and enjoy and shall be subject too all the
powers, duties, requirements, and restrictions, specified and enjoined in and by
the applicable laws of this Commonwealth.
GIVEN under my Hand and the Great Seal
of the Commonwealth, at the City
of Harrisburg, this 15th day of
July in the year of our Lord one
thousand nine hundred and
eighty-three and of the
Commonwealth the two hundred and
eighth.
------------------------------
Secretary of the Commonwealth
HUMMEL JAMES & MIHALIK ESQS
27 EAST MAIN STREET
BLOOMSBURG, PA 17815
COMMONWEALTH OF PENNSYLVANIA 84091707
DEPARTMENT OF STATE
CORPORATION BUREAU
In compliance with the requirements of section 806 of the Business
Corporation Law, act of May 5, 1933 of L.________ P.S. ss.18061, the undersigned
corporation, desiring to amend its Articles does hereby certify that:
1. The name of the corporation is:
KBK Enterprises, Inc.
2. The location of its registered office __________ Commonwealth is the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Department:
7295 Old Berwick Road
Bloosmburg, Pennsylvania 17815
3. The statute by or under which it was incorporated is:
15 P.S. 7001, as amended, Act of May 5, 1933, P.L. 364, as amended.
4. The date of its incorporation is: July 15, 1983.
5. (Check and if appropriate, complete one of the following):
|_| The meeting of the shareholders of the corporation at which the
amendment was adopted was held at the time and place and pursuant to the kind
and period of notice herein stated.
Time: The ___________ day of ______________________, 19__
Place:____________________________________________________
Kind and period of notice:________________________________
|X| The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was: Three hundred (300);
(b) The number of shares entitled to vote was: Three hundred (300).
7. In the actual in the shareholders:
(a) The number of shares voted in favor of
Three hundred (300)
(b) The number of shares voted agtainst the amendment was: 0.
8. The amendment adopted by the shareholders set forth in full is as follows:
RESOLVED, that the Articles of Incorporation be amended to show that the
capitalization of said corporation and the number of shares authorized to
be issued read as follows: 20,000 shares of common stock having a par
value of $1.00 each resulting in an authorized capital of $20,000.00.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer and its
corporate seal, duly attested by another such officer, to be hereunto afixed
this _________________ day of _________________,1984.
KBK ENTERPRISES, INC.
---------------------------
(Name of Corporation)
By:
----------------------------
James W. Knorr
Vice-President
Attest:
- ----------------------------
Stephen T. Benza
Secretary
INSTRUCTIONS FOR COMPLETION OF FORM
A. Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of
Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall
accompany Articles of Amendment effecting a change of name.
B. Any necessary governmental approvals shall accompany this form.
C. Where action is taken by partial written consent pursuant to the
Articles, the second alternate of Paragraph 5 should be modified
accordingly.
D. If the shares of any class were entitled to vote as a class, the
number of shares of each class so entitled and the number of shares
of all other classes entitled to vote should be set forth in
Paragraph G(b).
E. If the shares of any class were entitled to vote as a class, the
number of shares of such class and the______________________________
set forth in Paragraphs 7(a) and 7(b).
F. BCL ss. 807 (15 P.S. ss.1807) requires that the corporation shall
advertise its intention to file or the filing of Articles of
Amendment. Proofs of publication of such advertising should not be
delivered to the Department, but should be filed with the minutes of
the corporation.
-2
84091709
COMMONWEALTH OF PENNSYLVANIA
Department of State
To All to Whom These Presents Shall Come, Greeting:
WHEREAS, in and by Article VIII of the Business Corporation Law, approved the
fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P.I.
364, as amended, the Department of State is authorized and required to issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and
WHEREAS, the stipulations and conditions of that Law pertaining to the amendment
of Articles of Incorporation have been fully complied with by
KBK Enterprises, Inc.
THEREFORE, KNOW YE, that subject to the Constitution of this Commonwealth, and
under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.
GIVEN under my Hand and the Great Seal
of the Commonwealth, at the City
of Harrisburg, this 2nd day of
February in the year of our Lord
one thousand nine hundred and
eighty-four and of the
Commonwealth the two hundred and
eighth.
------------------------------
Secretary of the Commonwealth
CHANGE OF REGISTERED OFFICE
Commonwealth of Pennsylvania
Department of State-Corporation Bureau
308 North Office Bldg.
Harrisburg, PA 17120
|X| Domestic Business Corporation
|_| Foreign Business Corporation
|_| Domestic Non-Profit Corporation
|_| Foreign Non-Profit Corporation
Fee $40.00
1. Name of Corporation - KBK Enterprises, Inc.
2. Address of its present registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Dept).
7295 Old Berwick Road
Bloomburg, PA 17815
(Columbia County)
3. Address to which the registered office in this Commonwealth is to be
changed:
c/o C T Corporation System
123 South Broad Street
Philadelphia, PA 19109
(Philadelphia County)
4. (Check, and if appropriate, complete one of the following):
|_| Such change was authorized by resolution duly adopted by the Board
of Directors of the corporation.
|X| The procedure whereby such change was authorized was:
Directive received from CEO
IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to
be signed by a duly authorized officer, and its corporation seal, duly attested
by another such officer, to be hereunto affixed, this 26th day of July, 1989.
By KBK Enterprises, Inc.
BY:
---------------------------
Vice-President
ATTEST:
- -----------------------------
Secretary
STATEMENT OF CHANGE OF REGISTERED OFFICE BY AGENT
In compliance with the requirements of with the requirements of 15 Pa.
C.S. ss. 108 (relating to change in location or status of registered office
provided by agent), the undersigned person who maintains the registered office
of an association and who desires to change the following with respect to such
agency hereby states that:
1. The name of the association represented by the undersigned person is KBK
ENTERPRISES, INC.
2. The address of the present registered office in this Commonwealth of the
above named association is:
123 South Broad Street
Philadelphia, PA 19109
(Philadelphia County)
3. (If the registered office address is to be changed, complete the
following):
The address in the same county to which the registered office in this
Commonwealth of the above-named association is to be changed is:
1635 Market Street
Philadelphia, PA 19103
(Philadelphia County)
4. The name of the person in care of the foregoing office is: CT CORPORATION
SYSTEM.
The person named immediately above in this paragraph has been designated
in fact as the agent in care of the registered office in the Commonwealth
of Pennsylvania of the corporation named in paragraph 2 of this statement.
5. (Check one or more of the following, as appropriate):
|_| This statement reflects a change in name of the agent.
|X| The change in registered office set forth in this statement reflects
the removal of the place of business of the agent to a new location
within the county.
|_| The status of the agent as the provider of the registered office of
the above-named association has been terminated.
IN TESTIMONY WHEREOF, the undersigned person has caused this statement to
be signed this 10th day of September 19__.
CT CORPORATION SYSTEM
------------------------------------
(Name)
BY:
---------------------------------
Assistant Secretary
STATEMENT OF CHANGE OF REGISTERED OFFICE
Indicate type of entity (check one):
|X| Domestic Business Corporation (15 Pa.C.S. ss. 1507)
|_| Foreign Nonprofit Corporation (15 Pa.C.S. ss. 6144)
|_| Foreign Business Corporation (15 Pa.C.S. ss. 4144)
|_| Domestic Limited Partnership (15 Pa.C.S. ss. 8506)
|_| Domestic Nonprofit Corporation (15 Pa.C.S. ss. 5507)
In compliance with the requirements of the applicable provisions of 15 Pa.
C.S. (relating to corporations and unincorporated associations) the undersigned
corporation or limited partnership, desiring to effect a change of registered
office, hereby states that:
1. The name of the corporation or limited partnership is: KBK ENTERPRISES, INC.
2. The (a) address of this corporation's or limited partnership's current
registered office in this Commonwealth or (b) name of its commercial registered
office provider and the county of venue is: (the Department is hereby authorized
to connect the following information to conform to the records of the
Department):
(a) (address)
(b) CT Corporation System, Philadelphia County
For a corporation or a limited partnership represented by a commercial
registered office provider, the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and official
publication purposes.
3. (Complete part (a) or (b)):
(a) The address to which the registered office of the corporation or
limited partnership in this Commonwealth is to be changed is:
(address)
(b) The registered office of the corporation or limited partnership
shall be provided by:
The Prentice-Hall Corporation System, Inc., Dauphin County
For a corporation or a limited partnership represented by a commercial
registered office provider, the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and official
publication purposes.
4. (Strike out if a limited partnership): Such change was authorized by the
Board of Directors of the corporation.
IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership
has caused this statement to be signed by a duly authorized officer this 28th
day of February, 1992.
KBK Enterprises, Inc.
---------------------------------------
Name of Corporation/Limited Partnership
BY:
-----------------------------------
(Signature)
TITLE:
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CERTIFICATE OF CHANGE OF REGISTERED OFFICE
In compliance with the requirements of the 15 Pa.C.S. ss. 8906 (relating
to change of registered office) the undersigned foreign corporation desiring to
effect a change of registered office, hereby states that:
1. The name of the company is: KBK ENTERPRISES, INC.
2. The (a) address of this company's current registered office in this
Commonwealth or (b) roams of its commercial registered office provider and this
county of venue is: (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) ___________________________________________________________________
(b) c/o: The Prentice-Hall Corporation System, Inc.- (Dauphin County)
For a company represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the company is located
for venue and official publication purposes.
3. (Complete part (a) or (b)):
(a) ___________________________________________________________________
(b) The registered office of the company shall be provided by:
c/o: CT Corporation System - (Philadelphia County)
For a company represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the company is located
for venue and official publication purposes.
IN TESTIMONY WHEREOF, the undersigned company has caused this certificate
to be signed by a duly authorized member or manager thereof this 4th day of
November, 1996.
KBK ENTERPRISES, INC.
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(Name of Company)
BY:
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TITLE:
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