Exhibit 3.3
State of Delaware
Office of the Secretary of State
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 RESTATED CERTIFICATE OF
"MICHAEL FOODS OF DELAWARE, INC.", FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY
OF MAY, A.D. 1997, AT 3:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[DELAWARE STATE LOGO] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
AUTHENTICATION:
2118984 8100 8480743
DATE:
971170527 05-27-97
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
MICHAEL FOODS OF DELAWARE, INC.
FORMERLY MICHAEL FOODS, INC.
We, the undersigned, Gregg A. Ostrander and Jeffrey M. Shapiro,
respectively the president and secretary of Michael Foods of Delaware, Inc., a
corporation subject to the provisions of the Delaware General Corporation Law,
do hereby certify that in accordance with Sections 242 and 245 of the Delaware
General Corporation Law, the original certificate of incorporation of Michael
Foods, Inc. filed on March 3, 1987 has been amended and restated in its entirety
as follows:
ARTICLE 1.
NAME
The name of the corporation is Michael Foods of Delaware, Inc.
ARTICLE 2.
REGISTERED OFFICE
The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,
Delaware, 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE 3.
PURPOSE
The nature of the business to be conducted or promoted and the purpose of
the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Laws of Delaware.
ARTICLE 4.
CAPITAL STOCK
The total number of shares of stock which this corporation shall have
authority to issue is 3,000, all of which shall be common stock, having a par
value of $1.00 per share. Except as may be otherwise required by law or by the
Certificate of Incorporation, each holder of common stock shall have one (1)
vote in respect of each share of common stock held by him on all matters voted
upon by the stockholders.
ARTICLE 5.
DIRECTORS
The number of directors of the corporation shall not be less than two (2)
and shall be fixed by, or in the manner provided in, the Bylaws of the
corporation. Directors need not be stockholders of the corporation. Directors
shall be elected for a term of one (1) year and until their successors are
elected and qualified. If any vacancy occurs in the board of directors, the
remaining directors by affirmative vote of a majority thereof shall elect a
director to fill such vacancy until the next annual meeting of stockholders.
The Board of Directors shall have all of the powers granted to them by the
Delaware General Corporation Law.
ARTICLE 6.
INDEMNIFICATION
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the corporation) to the full extent
permitted by the Delaware General Corporation Law. In addition, no director of
the corporation shall be 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 Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper personal benefit.
IN WITNESS WHEREOF we have subscribed our names this 21st day of May, 1997.
/s/ Gregg A. Ostrander
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GREGG A. OSTRANDER, President
/s/ Jeffrey M. Shapiro
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JEFFREY M. SHAPIRO, Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
Gregg A. Ostrander and Jeffrey M. Shapiro, being first duly sworn on oath,
depose and say that they are respectively the President and Secretary of Michael
Foods of Delaware, Inc., the corporation named in the foregoing certificate;
that said certificate contains the true statement
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of the action of the directors and stockholders of said corporation; that said
certificate is executed on behalf of said corporation by its express authority;
and they further acknowledge the same to be their free act and deed and the free
act and deed of said corporation.
/s/ Gregg A. Ostrander
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GREGG A. OSTRANDER, President
/s/ Jeffrey M. Shapiro
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JEFFREY M. SHAPIRO, Secretary
Subscribed and sworn to before me this 21st day of May, 1997.
/s/ Carole A. Leonard
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Notary Public
[MINNESOTA STATE LOGO] CAROLE A LEONARD
NOTARY PUBLIC - MINNESOTA
HENNEPIN COUNTY
My Comm. Expires Jan. 31, 2OOO
5/20/97, AAW, 46338_1N
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