Exhibit 3.4
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "DRIVERFX1.COM, INC.", FILED IN THIS OFFICE ON THE TWENTIETH
DAY OF DECEMBER, A.D. 2000, AT 11:55 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
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Edward J. Freel, Secretary of State
AUTHENTICATION: 0871054
CERTIFICATE OF INCORPORATION
OF
DriverFxl.com, Inc.
FIRST: The name of the Corporation is DriverFxl.com, Inc.
SECOND: The registered office of the Corporation in the State of Delaware
and New Castle County shall be 1201 Market Street, Suite 1600, Wilmington,
Delaware 19801. The registered agent at such address shall be PHS 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.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one thousand (1,000). All such shares are to be of
the par value of $.01 per share.
FIFTH: The name and mailing address of the incorporator are as follows:
Marcell G. Pace
Pepper Hamilton, LLP
3000 Two Logan Square
18/th/ and Arch Streets
Philadelphia, PA 19103-2799
SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appoint for this Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
SEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware General Corporation Law is amended after the filing of the Certificate
of Incorporation of which this article is a part to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
EIGHTH: The original bylaws of the Corporation shall be adopted by the
incorporator. Thereafter, the Directors of the Corporation shall have the power
to adopt, amend or repeal the bylaws of the Corporation.
NINTH: The election of the directors of the Corporation need not be by
written ballot unless the bylaws of the Corporation shall so provide.
THE UNDERSIGNED, being the incorporator for the purpose of forming a
corporation pursuant to Chapter 1, Title 8, of the Delaware Code, entitled
"General Corporation Law," and the acts amendatory thereof and supplemental
thereto, if any, makes and files this Certificate of Incorporation, hereby
declaring and certifying that said instrument is its act and deed and that the
facts stated herein are true, and accordingly executed this Certificate of
Incorporation as of December 20, 2000.
/s/ Marcell G. Pace
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Marcell G. Pace, Incorporator