EX-3.33 33 k78112exv3w33.txt CERTIFICATE OF INC./HAYES INT-HUNTINGTON, INC. EXHIBIT 3.33 FILED APR 15 1985 10 AM /s/ [ILLEGIBLE] SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF K-H ACQUISITION CORPORATION * * * * * 1. The name of the corporation is K-H ACQUISITION CORPORATION 2. The address of its 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. 3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00). 5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS ---- --------------- D. A. Hampton Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 S. M. Fraticelli Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 S. J. Eppard Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801
6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation. 8. Elections of directors need not be by written 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 statutes) 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 of the corporation. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, 2 the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 15th day of April, 1985. /s/ D. A. Hampton ----------------------- D. A. Hampton /s/ S. M. Fraticelli ----------------------- S. M. Fraticelli /s/ S. J. Eppard ----------------------- S. J. Eppard 3 FILED JUL 8 1985 10 AM /s/[ILLEGIBLE] SECRETARY OF STATE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF CAPITAL OF K-H ACQUISITION CORPORATION The undersigned, being the sole director of K-H ACQUISITION CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: FIRST: That Article 1. of the Certificate of Incorporation be and it hereby is amended to read as follows: 1. The name of the corporation is WESTERN WHEEL HUNTINGTON, INC. SECOND: That the corporation has not received any payment for any of its stock. THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, we have signed this certificate this 24th day of June, 1985. /s/ Barry J. Miller ---------------------------------- Barry J. Miller, Sole Director STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 07/20/1994 944133970 - 2059359 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF WESTERN WHEEL HUNTINGTON, INC. WESTERN WHEEL HUNTINGTON, INC., originally incorporated under the name "K-H ACQUISITION CORPORATION", a corporation organized and existing under the General Corporation Law, DOES HEREBY CERTIFY: FIRST: The original certificate of incorporation was filed on April 15, 1985, with the Secretary of State of the State of Delaware. SECOND: The amendment to the certificate of incorporation set forth herein was duty adopted in accordance with the provisions of Section 242 of the General Corporation Law. THIRD: Article 1 of the certificate of incorporation is hereby amended to read in its entirety as follows: 1. The name of the corporation is: HAYES WHEELS INTERNATIONAL-INDIANA, INC. FOURTH: The certificate of incorporation is further amended to add thereto Article 10, to read as follows: 10. A director of the corporation shall not be personally 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 General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. IN WITNESS WHEREOF, WESTERN WHEEL HUNTINGTON, INC. has caused this certificate to be signed by R. Cucuz, its Chairman of the Board of Directors, and attested by Barry J. Miller, its Assistant Secretary, this day of July 1994. WESTERN WHEEL HUNTINGTON, INC. By: /s/ R. Cucuz ---------------------------------- R. Cucuz Chairman of the Board of Directors ATTEST: /s/ Barry J. Miller ---------------------------------- Barry J. Miller Assistant Secretary CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF HAYES WHEELS INTERNATIONAL - INDIANA, INC. HAYES WHEELS INTERNATIONAL - INDIANA, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: FIRST: The Corporation's Certificate of Incorporation was filed on April 15,1985, with the Secretary of State of the State of Delaware. SECOND: The amendment to the Certificate of Incorporation set forth herein was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby amended to read in its entirety as follows: FIRST: The name of the Corporation is HAYES LEMMERZ INTERNATIONAL - INDIANA, INC. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed in its name and on its behalf and attested on this 7th day of January, 1998 by duly authorized officers of the Corporation. HAYES WHEELS INTERNATIONAL - INDIANA, INC. By: /s/ William D. Shovers ------------------------------------ Name: William D. Shovers Title: Vice President - Finance ATTEST: By: /s/ Patrick B. Carey ---------------------------- Name: Patrick B. Carey Title: Assistant Secretary STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 02/09/1998 981050623 - 2059359 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF HAYES LEMMERZ INTERNATIONAL - INDIANA, INC. HAYES LEMMERZ INTERNATIONAL - INDIANA, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: FIRST: The Corporation's Certificate of Incorporation was filed on April 15,1985, with the Secretary of the State of Delaware. SECOND: The amendment to the Certificate of Incorporation set forth herein was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby amended to read in its entirety as follows: FIRST: The name of the corporation is HAYES LEMMERZ INTERNATIONAL - HUNTINGTON, INC. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed in its name and on its behalf and attested on this 17th day of June, 1999 by duly authorized officers of the Corporation. HAYES LEMMERZ INTERNATIONAL - INDIANA, INC. By: /s/ William D. Shovers ------------------------------------ Name: William D. Shovers Title: Vice President ATTEST: By: /s/ Patrick B. Carey ---------------------------- Name: Patrick B. Carey Title: Assistant Secretary STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 06/18/1999 991250249 - 2059359