Pennexx Foods Inc Watch

from 10SB12G ~10 pages Articles of Incorporation or Bylaws

from 10SB12G 1 page Articles of Incorporation or Bylaws

from 10SB12G 1 page Microfilm Number Filed With the Department of State on Aug 12 1999 Entity Number 2888377 /S/ Kim Pizzingrilli Secretary of the Commonwealth Articles of Amendment-Domestic Business Corporation Dscb:15-1915 (Rev 91) in Compliance With the Requirements of 15 PA.C.S. Ss.1915 (Relating to Articles of Amendment), the Undersigned Business Corporation, Desiring to Amend Its Articles, Hereby States That: 1. the Name of the Corporation Is: Pinnacle Foods, Inc. 2. the Address of This Corporation's Current Registered Office in This Commonwealth Is: 934 North 3rd Street, Philadelphia, Pa 19123. 3. the Statute by or Under Which It Was Incorporated Is: Pennsylvania Business Corporation Law of 1988, as Amended. 4. the Date of Its Incorporation Is: July 20, 1999. 5. the Amendment Shall Be Effective Upon Filing These Articles of Amendment in the Department of State. 6. the Amendment Was Adopted by the Board of Directors Pursuant to 15 PA.C.S.SS.1914(A). 7. the Amendment Adopted by the Corporation, Set Forth in Full, Are as Follows: (A) the Articles of Incorporation of This Corporation Are Hereby Amended to Include the Following Provisions: "In All Elections for Directors, Each Shareholder Entitled to Vote Shall Be Entitled to Only One Vote for Each Share Held, It Being Intended Hereby to Deny to Shareholders the Right of Cumulative Voting in the Election of Directors." (B) Article 3 of the Articles of Incorporation of This Corporation Is Hereby Amended to Read as Follows: "The Aggregate Number of Shares Authorized Is 50,000,000 Shares of Common Stock, Par Value $0.01 Per Share." in Testimony Whereof, the Undersigned Corporation Has Caused These Articles of Amendment to Be Signed by a Duly Authorized Officer Thereof This 9th Day of August, 1999. Pinnacle Foods, Inc. By: Samuel Lundy Name: Samuel Lundy Title: President 1

from 10SB12G 1 page Microfilm Number Filed With the Department of State on Jul 20 1999 Entity Number 2888377 Km Pizzingrilli Secretary of the Commonwealth Articles of Incorporation Dscb: 15-1306 (Rev 88) Indicate Type of Domestic Corporation: X Business-Stock Professional - (15 PA.C.S.SS.1306) (15 PA.C.S.SS.2903) Business-Nonstock Management - (15 PA.C.S.SS.2102) (15 PA.C.S.SS.2702) Business-Statutory Close Cooperative - (15 PA.C.S.SS.2303 if Applicable) (15 PA.C.S.SS.7701) 1. the Name of the Corporation Is: Pinnacle Foods, Inc. This Corporation Is Incorporated Under the Provisions of the Business Corporation Law of 1988. 2. the (A) Address of This Corporation's Initial Registered Office in This Commonwealth or (B) Commercial Registered Office Provider and the County of Venue Is: (A) Suite 850, One Oxford Valley, Langhorne, Pa 19047 Bucks Number of Street City State Zip County (B) Name of Commercial Registered Office Provider County for a Corporation Represented by a Commercial Registered Office Provider, the County in (B) Shall Be Deemed the County in Which the Corporation Is Located for Venue and Official Publication Purposes. 3. the Aggregate Number of Shares Authorized Is: 12,000,000 @ 1(cent) Par (Other Provisions, if Any, Attach 81/2 X 11 Sheet) 4. the Name and Address, Including Number and Street, if Any, of Each Incorporator Is: Name Address Signature Date Lowell E. Mann One Oxford Valley, Suite 850 Langhorne, Pa 19047 1 <page> 5. the Specified Effective Date, if Any, Is: Month Day Year Hour, if Any 6. Additional Provisions of the Articles, if Any, Attach an 8 1/2 X 11 Sheet. 7. Statutory Close Corporation Only: Neither the Corporation Nor Any Shareholder Shall Make an Offering of Any of Its Shares of Any Class That Would Constitute a "Public Offering" Within the Meaning of the Securities Act of 1933 (15 U.S.C.SS.77ET Seq.). 8. Business Cooperative Corporations Only: (Complete and Strike Out Inapplicable Term) the Common Bond of Membership Among Its Members/Shareholders Is: 2

from 10SB12G ~10 pages Articles of Incorporation or Bylaws

from 10SB12G 1 page Articles of Incorporation or Bylaws

from 10SB12G 1 page Microfilm Number Filed With the Department of State on Aug 12 1999 Entity Number 2888377 /S/ Kim Pizzingrilli Secretary of the Commonwealth Articles of Amendment-Domestic Business Corporation Dscb:15-1915 (Rev 91) in Compliance With the Requirements of 15 PA.C.S. Ss.1915 (Relating to Articles of Amendment), the Undersigned Business Corporation, Desiring to Amend Its Articles, Hereby States That: 1. the Name of the Corporation Is: Pinnacle Foods, Inc. 2. the Address of This Corporation's Current Registered Office in This Commonwealth Is: 934 North 3rd Street, Philadelphia, Pa 19123. 3. the Statute by or Under Which It Was Incorporated Is: Pennsylvania Business Corporation Law of 1988, as Amended. 4. the Date of Its Incorporation Is: July 20, 1999. 5. the Amendment Shall Be Effective Upon Filing These Articles of Amendment in the Department of State. 6. the Amendment Was Adopted by the Board of Directors Pursuant to 15 PA.C.S.SS.1914(A). 7. the Amendment Adopted by the Corporation, Set Forth in Full, Are as Follows: (A) the Articles of Incorporation of This Corporation Are Hereby Amended to Include the Following Provisions: "In All Elections for Directors, Each Shareholder Entitled to Vote Shall Be Entitled to Only One Vote for Each Share Held, It Being Intended Hereby to Deny to Shareholders the Right of Cumulative Voting in the Election of Directors." (B) Article 3 of the Articles of Incorporation of This Corporation Is Hereby Amended to Read as Follows: "The Aggregate Number of Shares Authorized Is 50,000,000 Shares of Common Stock, Par Value $0.01 Per Share." in Testimony Whereof, the Undersigned Corporation Has Caused These Articles of Amendment to Be Signed by a Duly Authorized Officer Thereof This 9th Day of August, 1999. Pinnacle Foods, Inc. By: Samuel Lundy Name: Samuel Lundy Title: President 41

from 10SB12G 1 page Articles of Incorporation or Bylaws