Exhibit 3.33
CERTIFICATE OF INCORPORATION
OF
AGI ACQUISITION CORP.
ARTICLE ONE
The name of the corporation is AGI Acquisition Corp.
ARTICLE TWO
The address of the corporation's registered office in the State of
Delaware is 9 Loockerman Street, in the City of Dover, County of Kent, 19901.
The name of its registered agent at such address is National Registered Agents,
Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted 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.
ARTICLE FOUR
The total number of shares of stock which the corporation has authority
to issue is one thousand (1,000) shares of Common Stock, par value one cent
($0.01) per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
---- ---------------
Thaddine G. Gomez 200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the corporation is expressly authorized to
make, alter or repeal the by-laws of the corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside 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 by-laws
of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by Section 203
of the General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
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I, THE UNDERSIGNED, being the sole 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 stated herein are true, and
accordingly have hereunto set my hand on the 17th day of August, 1998.
/s/ Thaddine G. Gomez
--------------------------
Thaddine G. Gomez
Sole Incorporator
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CERTIFICATE OF CORRECTION
TO
CERTIFICATE OF INCORPORATION
OF
AGI ACQUISITION CORP.
* * * *
ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 103(f) OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
* * * *
The undersigned being the sole incorporator of AGI Acquisition Corp., 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 name of the corporation is AGI Acquisition Corp. (the
"Corporation").
SECOND: Article One of the Certificate of Incorporation, the
Corporation which was filed with the Secretary of State of Delaware on August
17, 1998, inaccurately reflected the name of the Corporation and is hereby
corrected.
THIRD: The defect to be corrected in Article One of the Certificate of
Incorporation is as follows:
"ARTICLE ONE
The name of the corporation is H.I.G. Vinyl, Inc."
IN WITNESS WHEREOF, the undersigned, being the sole incorporator
hereinabove
named, for the purpose of correcting Article One of the Certificate
of Incorporation of the Corporation pursuant to the General Corporation Law of
the State of Delaware, under penalties of perjury does hereby declare and
certify that this is the act and deed of the Corporation and the facts stated
herein are true, and accordingly has hereunto signed this Certificate of
Correction to the Certificate of Incorporation this 26th day of February, 1999.
AGI Acquisition Corp.,
a Delaware corporation
By: /s/ Thaddine G. Gomez
--------------------------
Thaddine G. Gomez
Sole Incorporator
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