Lifestyle Furnishings International Ltd, et al. – ‘S-4’ on 9/13/96 – EX-3.16

On:  Friday, 9/13/96, at 8:08am ET   ·   Accession #:  950112-96-3261   ·   File #s:  333-11905, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 12/18/96 by the SEC on 4/5/04. ®

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               173    870K 
                          Business-Combination Transaction                       
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      4     31K 
11: EX-3.10     Articles of Incorporation/Organization or By-Laws      9     45K 
12: EX-3.11     Articles of Incorporation/Organization or By-Laws      3     31K 
13: EX-3.12     Articles of Incorporation/Organization or By-Laws     13     52K 
14: EX-3.13     Articles of Incorporation/Organization or By-Laws      2     28K 
15: EX-3.14     Articles of Incorporation/Organization or By-Laws     48    165K 
16: EX-3.15     Articles of Incorporation/Organization or By-Laws     34    119K 
17: EX-3.16     Articles of Incorporation/Organization or By-Laws      2     29K 
18: EX-3.17     Articles of Incorporation/Organization or By-Laws      5     35K 
19: EX-3.18     Articles of Incorporation/Organization or By-Laws      2     27K 
20: EX-3.19     Articles of Incorporation/Organization or By-Laws      2     27K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      4     33K 
21: EX-3.20     Articles of Incorporation/Organization or By-Laws      4     32K 
22: EX-3.21     Articles of Incorporation/Organization or By-Laws      4     32K 
23: EX-3.22     Articles of Incorporation/Organization or By-Laws      3     30K 
24: EX-3.23     Articles of Incorporation/Organization or By-Laws      3     28K 
25: EX-3.24     Articles of Incorporation/Organization or By-Laws      3     31K 
26: EX-3.25     Articles of Incorporation/Organization or By-Laws     13     72K 
27: EX-3.26     Articles of Incorporation/Organization or By-Laws      7     41K 
28: EX-3.27     Articles of Incorporation/Organization or By-Laws      6     41K 
29: EX-3.28     Articles of Incorporation/Organization or By-Laws      7     42K 
30: EX-3.29     Articles of Incorporation/Organization or By-Laws      7     42K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws      3     31K 
31: EX-3.30     Articles of Incorporation/Organization or By-Laws      6     40K 
32: EX-3.31     Articles of Incorporation/Organization or By-Laws      6     40K 
33: EX-3.32     Articles of Incorporation/Organization or By-Laws      6     40K 
34: EX-3.33     Articles of Incorporation/Organization or By-Laws      6     41K 
35: EX-3.34     Articles of Incorporation/Organization or By-Laws     13     50K 
36: EX-3.35     Articles of Incorporation/Organization or By-Laws     11     54K 
37: EX-3.36     Articles of Incorporation/Organization or By-Laws      7     42K 
38: EX-3.37     Articles of Incorporation/Organization or By-Laws     12     57K 
39: EX-3.38     Articles of Incorporation/Organization or By-Laws      7     42K 
40: EX-3.39     Articles of Incorporation/Organization or By-Laws      6     40K 
 5: EX-3.4      Articles of Incorporation/Organization or By-Laws      5     38K 
41: EX-3.40     Articles of Incorporation/Organization or By-Laws     13     72K 
42: EX-3.41     Articles of Incorporation/Organization or By-Laws      7     41K 
43: EX-3.42     Articles of Incorporation/Organization or By-Laws      6     41K 
44: EX-3.43     Articles of Incorporation/Organization or By-Laws      6     41K 
45: EX-3.44     Articles of Incorporation/Organization or By-Laws      7     41K 
46: EX-3.45     Articles of Incorporation/Organization or By-Laws      7     41K 
47: EX-3.46     Articles of Incorporation/Organization or By-Laws      6     41K 
48: EX-3.47     Articles of Incorporation/Organization or By-Laws      7     42K 
49: EX-3.48     Articles of Incorporation/Organization or By-Laws      7     42K 
 6: EX-3.5      Articles of Incorporation/Organization or By-Laws      4     38K 
 7: EX-3.6      Articles of Incorporation/Organization or By-Laws      1     26K 
 8: EX-3.7      Articles of Incorporation/Organization or By-Laws      1     26K 
 9: EX-3.8      Articles of Incorporation/Organization or By-Laws     31     97K 
10: EX-3.9      Articles of Incorporation/Organization or By-Laws      5     37K 
50: EX-4        Instrument Defining the Rights of Security Holders   155    401K 
51: EX-10.1     Material Contract                                     92    356K 
60: EX-10.10    Material Contract                                     78    267K 
61: EX-10.11    Material Contract                                     32    131K 
62: EX-10.12    Material Contract                                      5     34K 
63: EX-10.13    Material Contract                                     21     53K 
64: EX-10.14    Material Contract                                     14     57K 
65: EX-10.15    Material Contract                                     50    173K 
66: EX-10.16    Material Contract                                     71    171K 
52: EX-10.2     Material Contract                                      3     28K 
53: EX-10.3     Material Contract                                     13     53K 
54: EX-10.4     Material Contract                                    116    492K 
55: EX-10.5     Material Contract                                     39     99K 
56: EX-10.6     Material Contract                                    167    415K 
57: EX-10.7     Material Contract                                    145    360K 
58: EX-10.8     Material Contract                                     55    157K 
59: EX-10.9     Material Contract                                     94    241K 
67: EX-12       Statement re: Computation of Ratios                    1     27K 
68: EX-21       Subsidiaries of the Registrant                         2     28K 
69: EX-23.3     Consent of Experts or Counsel                          1     25K 
70: EX-23.4     Consent of Experts or Counsel                          1     25K 
71: EX-25       Statement re: Eligibility of Trustee                  10     60K 
72: EX-27       Financial Data Schedule (Pre-XBRL)                     1     29K 
73: EX-99.1     Miscellaneous Exhibit                                 14     80K 
74: EX-99.2     Miscellaneous Exhibit                                  4     35K 

EX-3.16   —   Articles of Incorporation/Organization or By-Laws

EX-3.16
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                                                                    Exhibit 3.16

CERTIFICATE OF INCORPORATION  

OF  

LIFESTYLE HOLDINGS LTD. 

         The undersigned incorporator, for the purpose of incorporating or
organizing a corporation under the General Corporation Law of the State of      
Delaware, hereby certifies that:                                                

            FIRST: The name of the corporation (the "Corporation") is: LIFESTYLE
HOLDINGS LTD.                                                                   

         SECOND: The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its 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 of capital stock which the
Corporation shall have authority to issue is Three Thousand (3,000) shares with 
a par value of $0.01 per share, all such shares will be one class and designated
"Common Stock".                                                                 

      FIFTH: The name and mailing address of the incorporator are as
follows:                                                                        

Name                               Mailing Address      
----                               ---------------      

 Catherine I. Jourdan          Morgan, Lewis & Bockius LLP
                         101 Park Avenue
                             New York, NY 10178.

      SIXTH: Elections of directors need not be by ballot unless the
By-Laws of the Corporation shall so provide. Meetings of stockholders may be    
held within or without the State of Delaware, as the By-Laws may provide. The   
books of the Corporation may be kept (subject to any provision contained in the 
General Corporation Law of the State of Delaware) 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.                                                    

         SEVENTH: The Board of Directors is expressly authorized to adopt,
amend or repeal the By-Laws of the Corporation, subject to the reserved power of
the stockholders to amend and repeal any By-Laws adopted by the Board of        
Directors.                                                                      

EX-3.16
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           EIGHTH: No person who is or was a director of the Corporation shall
be personally liable to the Corporation for monetary damages for breach of      
fiduciary duty as a director unless, and only to the extent that, such director 
is liable (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 any      
amendment thereto or successor provision thereto, or (iv) for any transaction   
from which the director derived an improper personal benefit. No amendment to,  
repeal or adoption of any provision of this Certificate of Incorporation        
inconsistent with this article shall apply to or have any effect on the         
liability of any director of the Corporation for or with respect to any acts or 
omissions of such director occurring prior to such amendment, repeal, or        
adoption of an inconsistent provision.                                          

            NINTH: Each person who at any time is or shall have been a director,
officer, employee or agent of the Corporation and is threatened to be or is made
a party to any threatened, pending or completed action, suit or proceeding,     
whether civil, criminal, administrative or investigative, by reason of the fact 
that he is or was a director, officer, employee or agent of the Corporation or  
is or was serving at the request of the Corporation as a director, officer,     
employee, trustee or agent of another corporation, partnership, joint venture,  
trust or other enterprise, shall be indemnified against expenses (including     
attorneys' fees), judgments, fines and amounts paid in settlement actually and  
reasonably incurred by him in connection with any such action, suit or          
proceeding to the fullest extent authorized under Section 145 of the General    
Corporation Law of the State of Delaware. The foregoing right of indemnification
shall in no way be exclusive of any other rights of indemnification to which    
such director, officer, employee or agent may be entitled under any By-Law,     
agreement, vote of stockholders or disinterested directors, or otherwise.       

           IN WITNESS WHEREOF, I have signed this Certificate this 17th day of
June, 1996.                                                                     

                       _______________________________
            Catherine I. Jourdan
         Sole Incorporator

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