Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Technical Consumer Products, Inc. S-1 92 463K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 3 11K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 15 48K
7: EX-10.10 Material Contract 14 39K
8: EX-10.11 Material Contract 9 32K
9: EX-10.12 Material Contract 10 39K
10: EX-10.13 Material Contract 11 38K
11: EX-10.14 Material Contract 11 37K
12: EX-10.15 Exhibig 10.15 4 16K
4: EX-10.7 Material Contract 8 39K
5: EX-10.8 Material Contract 12 44K
6: EX-10.9 Material Contract 2± 9K
13: EX-16.1 Letter re: Change in Certifying Accountant 2 13K
14: EX-23.1 Consent of Experts or Counsel 1 6K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
EX-3.1 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
TECHNICAL CONSUMER PRODUCTS, INC.
A STOCK CORPORATION
I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do hereby certify as follows:
FIRST: The name of the corporation (the "Corporation") is:
Technical Consumer Products, Inc.
SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.
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 which the Corporation shall
have authority to issue is five hundred (500) shares of Common Stock, par value
of $0.001 per share.
FIFTH: Elections of directors need not be by written ballot
except and to the extent provided in the by-laws of the Corporation.
SIXTH: To the full extent permitted by the General Corporation
Law of the State of Delaware or any other applicable laws presently or hereafter
in effect, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a director of the Corporation.
Any repeal or modification of this Article Sixth shall not adversely affect any
right or protection of a director of the Corporation existing immediately prior
to such repeal or modification.
SEVENTH: Each person who is or was or had agreed to become a
director or officer of the Corporation, or each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), shall be indemnified by the
Corporation to the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or the effect of the foregoing, the
Corporation may enter into one or more agreements with any person which provide
for indemnification greater or different than that provided in this Article. Any
repeal or modification of this Article Seventh shall not adversely affect any
right or protection existing hereunder immediately prior to such repeal or
modification.
EIGHTH: In furtherance and not in limitation of the rights,
powers, privileges, and discretionary authority granted or conferred by the
General Corporation Law of the State of Delaware or other statutes or laws of
the State of Delaware, the Board of Directors is expressly authorized to make,
alter, amend or repeal the by-laws of the Corporation, without any action on the
part of the stockholders, but the stockholders may make additional by-laws and
may alter, amend or repeal any by-law whether adopted by them or otherwise. The
Corporation may in its by-laws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
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NINTH: 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 herein or by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
this reservation.
TENTH: The name and mailing address of the incorporator is:
Matthew G. Lyon
300 Lena Drive
Aurora, Ohio, 44202
IN WITNESS WHEREOF, I the undersigned, being the incorporator
hereinabove named, do hereby execute this Certificate of Incorporation this 5th
day of September, 2001.
/s/ Matthew G. Lyon
----------------------------------------
Matthew G. Lyon
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