<PAGE> 1
EXHIBIT 3.0
Filed March 9, 1992
Daniel J. Dalton
Secretary of State
0755558
Certificate of Incorporation of Pro Elite, Inc.
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of the New Jersey Business Corporation
Act, the undersigned, being a natural person of at least 18 years of age and
acting as the incorporator of the corporation hereby being organized thereunder
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is PRO ELITE, INC.
SECOND: The corporation is organized to engage in any activity
within the purposes for which corporations may be organized under the New Jersey
Business Corporation Act, and, in addition, and without limiting the generality
of the foregoing, for the following purpose or purposes:
To engage in the business of licensing products.
To carry on general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export, license
as licensor or licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant, and assign licensing arrangements, options, franchises, and
other rights in respect of, and generally deal in and with, at wholesale and
retail, as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor, and in
any other lawful capacity, goods, wares, and merchandise, commodities, and
unimproved, improved, finished, processed, and other real, personal and mixed
property of any and all kinds, together with the components, resultants, and
by-products thereof; to acquire by purchase or otherwise own, hold, lease,
mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge,
improve, and to aid or subscribe toward the construction, acquisition or
improvement of any factories, shops, storehouses, buildings, and commercial and
retail establishments of every character, including all equipment, fixtures,
machinery, implements and supplies necessary, or incidental to, or connected
with, any of the purposes or business of the corporation; and generally to
perform any and all acts connected therewith or arising therefrom or incidental
thereto, and all acts proper or necessary for the purposes of the business.
To engage generally in the real estate business as principal,
agent, broker, and in any lawful capacity, and generally to take, lease
purchase, or otherwise acquire,
<PAGE> 2
and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear,
improve, develop, divide, and otherwise handle, manage, operate, deal in and
dispose of real estate, real property, lands, multiple-dwelling structures,
houses, buildings or other works and any interest or right therein; to take,
lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey,
exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and
dispose of, as principal, agent, broker, and in any lawful capacity, such
personal property, chattels, chattels real, rights, easements, privileges,
choses in action, notes, bonds, mortgages, and securities as may lawfully be
acquired, held, or disposed of; and to acquire, purchase, sell, assign,
transfer, dispose of, and generally deal in and with, as principal, agent,
broker, and in any lawful capacity, mortgages and other interests in real,
personal, and mixed properties; to carry on a general construction, contracting,
building, and realty management business as principal, agent, representative,
contractor, subcontractor, and in any other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy,
turn to account, grant licenses and immunities in respect of, manufacture under
and to introduce, sell, assign, mortgage, pledge, or otherwise dispose of, and,
in any manner deal with and contract with reference to:
(a) Inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) Letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade
symbols, and other indications of origin and ownership
granted by or recognized under the laws of the United States
of America or of any state or subdivision thereof, or of any
foreign country or subdivision thereof, and all rights
connected therewith or appertaining thereunto;
(c) Franchises, licenses, grants, and concessions.
To have all of the powers conferred upon corporations organized under
the New Jersey Business Corporations Act.
THIRD: The aggregate number of shares which the corporation shall
have authority to issue is two hundred, all of which are without par value, and
all of which are of the same class.
FOURTH: The address of the initial registered office of the
corporation within the State of New Jersey is c/o The Prentice-Hall Corporation
System, New Jersey, Inc., 150 West State Street, Trenton, New Jersey 08608; and
the name of the initial registered agent at such address is the Prentice-Hall
Corporation System, New Jersey, Inc.
<PAGE> 3
FIFTH: The number of directors constituting the first Board of
Directors of the corporation is two; and the name and the address of the persons
who are to serve as the first directors of the corporation are as follows:
NAME ADDRESS
---- -------
Robert Polsky 759 Spinnaker Court
Secaucus, NJ 07094
Michael Polsky 759 Spinnaker Court
Secaucus, NJ 07094
SIXTH: The name and the address of the incorporator are as
follows:
NAME ADDRESS
---- -------
Anna Shvab 15 Columbus Circle
New York, NY 10023-7773
SEVENTH: For the management of the business and for the conduct
of the affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
shareholders of any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the corporation, including the election of the
Chairman of the Board of Directors, if any, the President,
the Treasurer, the Secretary, and other principal officers
of the corporation shall be vested in its Board of
Directors.
2. The Board of Directors shall have the power to remove
directors for cause and to suspend directors pending a final
determination that cause exists for removal.
3. The corporation shall, to the fullest extent permitted by
Section 14A-3-5 of the New Jersey Business Corporation Act,
as the same may be amended and supplemented, indemnify any
and all corporate agents whom it shall have power to
indemnify under said section from and against any and all of
the expenses, liabilities, or other matters referred to in
or covered by said section, and the indemnification provided
for herein shall not be deeded exclusive of any other rights
to which those indemnified may be entitled under any By-Law
agreement, vote of shareholders, or otherwise, and shall
continue as to a person who has ceased to be a corporate
agent and shall inure to the benefit of the heirs,
executors, administrators, and personal representatives of
such a corporate agent. The term "corporate agent" as used
herein shall have the
<PAGE> 4
meaning attributed to it by Section 14A:3-5 and 14A:5-21 of
the New Jersey Business Corporations Act and by any other
applicable provision of law.
4. The personal liability of the directors of the corporation
is hereby eliminated to the fullest extent permitted by
subsection 14A:2-7 of the New Jersey Corporation Business
Act, as the same may be amended and supplemented.
EIGHTH: The shareholders shall not have preemptive rights.
NINTH: The duration of this corporation is perpetual.
Signed on March 6, 1992
/s/ Anna Shvab, Incorporator
