EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
OF
AOM ACQUISITION CO.
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FIRST: The name of the corporation shall be:
AOM Acquisition Co.
SECOND: The address of the corporation's registered office in the State of
Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County
of New Castle and its registered agent at such address is Corporation Service
Company.
THIRD: The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
Three Thousand (3,000) shares without par value.
FIFTH: The name and address of the incorporator is as follows:
Takako Muramatsu
Morgan, Lewis & Bockius LLP
801 South Grand Avenue, 22nd Floor
Los Angeles, California 90017.
SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH: No director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions no in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this 3rd day of November, 1997.
/s/ Takako Muramatsu
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Takako Muramatsu
Incorporator
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AOM ACQUISITION CO.
Pursuant to Section 242 of the Delaware
General Corporation Law
AOM ACQUISITION CO., a Delaware corporation, hereby certifies as
follows:
FIRST: The Certificate of Incorporation of the Corporation was filed
in the Office of the Secretary of State of Delaware on November 3, 1997 and a
certified copy was recorded in the Office of the Recorder of Kent County,
Delaware. The Certificate of Incorporation has to date not been amended.
SECOND: The Certificate of Incorporation is amended to change the name
of the Corporation by striking ARTICLE FIRST of the Certificate of Incorporation
in its entirety and inserting the following new ARTICLE FIRST as follows:
"FIRST. The name of this corporation shall be:
AEROMIL ENGINEERING COMPANY"
THIRD: This Amendment to the Certificate of Incorporation was duly
adopted by the unanimous written consent of the Board of Directors and by the
written consent of the holder of all outstanding stock of the Corporation
entitled to vote in accordance with Sections 141(f), 228 and 242 of the Delaware
General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of its Certificate of Incorporation to be executed by its Secretary
this 26th day of November, 1997.
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By: /s/ Douglas B. Solomon
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Douglas B. Solomon
Secretary