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Exhibit 3.3a
CERTIFICATE OF INCORPORATION
OF
NEPTUNE MERGER SUBSIDIARY, INC.
FIRST. The name of the corporation is Neptune Merger
Subsidiary, Inc.
SECOND. The address of the corporation's registered office in
the State of Delaware is Corporation Trust Center, 1209 Orange Street in the
City of Wilmington, County of New Castle. 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 Delaware.
FOURTH. The total number of shares which the corporation shall
have authority to issue is 500,000,000 shares of Common Stock, and the par value
of each of such shares is $0.01.
FIFTH. The name and mailing address of the incorporator is
Natalie L. Reeves, Esq., c/o Sullivan & Cromwell, 125 Broad Street, New York,
New York 10004.
SIXTH. The board of directors of the corporation is expressly
authorized to adopt, amend or repeal bylaws of the corporation.
SEVENTH. Elections of directors need not be by written ballot
except and to the extent provided in the bylaws of the corporation.
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EIGHTH. The number of directors of the corporation shall be
fixed from time to time pursuant to the bylaws of the corporation.
NINTH. A director of the corporation shall not be liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as currently in effect or as the same may hereafter be amended. No amendment,
modification or repeal of this Article NINTH shall adversely affect any right or
protection of a director that exists at the time of such amendment, modification
or repeal.
IN WITNESS WHEREOF, I have signed this certificate of
incorporation this 11th day of July, 2000.
/s/ Natalie L. Reeves, Esq.
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NATALIE L.REEVES, ESQ.
