Exhibit 3.28
PLAN OF CONVERSION FOR R.P. SCHERER TECHNOLOGIES, INC. (a Nevada Corporation)
THIS PLAN OF CONVERSION (the “Plan”) is, entered into on the 2nd day of September, 2009, by R.P. SCHERER TECHNOLOGIES, INC., a Nevada corporation, which is converting to R.P. SCHERER TECHNOLOGIES, LLC, a Nevada limited liability company, pursuant to the laws of Nevada.
1. R.P. SCHERER TECHNOLOGIES, INC., a Nevada corporation, hereby adopts this Plan, in order to convert to R.P. SCHERER TECHNOLOGIES, LLC, a
Nevada limited liability company.
2. By the conversion, R.P. SCHERER TECHNOLOGIES, LLC will be continuing its existence in the form of a limited liability company, formed and organized under the laws of Nevada.
3. Outstanding stock ownership interests in and of R.P. SCHERER TECHNOLOGIES, INC. will be converted to membership interests in R.P. SCHERER TECHNOLOGIES, LLC, a Nevada limited liability company as follows:
The sole shareholder of R.P. SCHERER TECHNOLOGIES, INC., a Nevada corporation, shall become the owner of the following listed membership interest in and of R.P. SCHERER TECHNOLOGIES, LLC, a Nevada limited liability company;
Partner Name in limited
Percentage of lssued
Membership Interest
Liability Partnership
Shares of Stock
CATALENT PHARMA
100%
100%
SOLUTIONS, INC.
(100 shares)
4. The Articles of Organization for R.P. SCHERER TECHNOLOGIES, LLC are attached as Exhibit A to this Plan.
5. The conversion will become effective on the filing of Articles of Conversion and corresponding Articles of Organization with the Nevada Secretary of State and upon compliance with the organizational requirements of R.P. SCHERER TECHNOLOGIES, LLC.
RP Scherer Technologies, Inc.
Plan of Conversion September 2, 2009
1
6. This Plan may be amended after stockholder approval of the Plan but before the effective date of the Articles of Conversion, without stockholder approval, pursuant to and as limited by NRS 92A. 120(a).
7. The undersigned is hereby authorized to execute this Plan of Conversion on behalf of R.P. Scherer Technologies, Inc.
Dated September 2, 2009
R.P. SCHERER TECHNOLOGIES, INC., a Nevada corporation
By:
/s/ Tejal Karia,
Tejal Karia,
Assistant Treasurer
RP Scherer Technologies, Inc.
Plan of Conversion September 2, 2009
2
EXHIBIT A
ARTICLES OF ORGANIZATION FOR R.P. SCHERER TECHNOLOGIES, LLC, a Nevada limited liability company
RP Scherer Technologies, Inc. Plan of Conversion September 2, 2009
3
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
Filed in the office of Document Number
20090665953-05
Ross Miller Secretary of State State of Nevada Filing Date and Time
09/04/2009 3:23 PM
Entity Number
C25543-1999
Articles of Organization Limited-Liability Company
(PURSUANT TO NRS CHAPTER 86)
USE BLACK INK ONLY-DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of Limited-Liability Company: R.P. SCHERER TECHNOLOGIES, LLC
Check box if a series limited liability company
(must contain approved limited-liability company wording: see instructions)
2. Registered X Commercial Registered Agent. CSC Sarvices of Nevada, Inc.
Agent for Service of Process: (check Name
only one box) Noncommercial Registered Agent
OR Office or Position with Entity (name and address below) (name and address below)
Name of Noncommercial Registered OR Name of Title of Office or Other Position with Entity 502 East John Street Carson City NevadaStreet Address City Zip Code
Nevada
Mailing Address (if different from street address) City Zip Code
3. Dissolution Date: (optional) Latest date upon which the company is to dissolve (if existence is not perpetual):
4. Management: Company shall be managed by: Manager(s) OR Members(s)
(required) (check only one box)
5. Name and Address of each Manager or managing member. 1) CATALENT PHARMA SOLUTIONS, INC.
(attach addtional page if more than 3) Name
14 SCHOOLHOUSE ROAD SOMERSET NJ 07083
Street Address City State Zip Code 2)
Name
Street Address City State Zip Code
3)
Name Street Address City
State zipcode
6. Name, Address and Signature of Organizer: (attach additional page if more then 1 organizer) NICHOLE VALDEZ
Name Organizer Signature P.O. BOX 646 CARSON CITY NV 89702 Address City State Zip Code
7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity.
Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date 9/21/11
89706
Neveda Secretary of State NRS 85 OLLC Articles Revised 4-14-09
INITIAL LIST OF MANAGERS OR MANAGING MEMBERS AND REGISTERED AGENT OF FILE NUMBER R.P. SCHERER TECHNOLOGIES, LLC C20090904-1432
NAME OF LIMITED-LIABILITY COMPANY
CSC SERVICES OF NEVADA, INC. 502 EAST JOHN FOR THE FILING PERIOD OF 2009 TO 2010 STREET CARSON CITY, NV 89706 Filed in the office of Document Number
The entity’s duly appointed registered agent in the State of Nevada upon whom process can be 20090715004-98
RRoss Miller Secretary Filing Date and Time served is: 09/28/2009 11:59 AM of State State of Nevada
Entity C25543-1999 Number
A FORM TO CHANGE REGISTERED AGENT INFORMATION CAN BE FOUND ON OUR WEBSITE: www.nvsos.gov
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Return one file stamped copy. (If filing not accompanied by order instructions, file stamped copy will be sent to registered agent.)
**YOU MAY NOW FILE YOUR INITIAL LIST ONLINE AT www.nvsos.gov**
IMPORTANT: Read instructions before completing and returning this form.
1. Print or type names and addresses, either residence or business, for all manager or managing members. A Manager, or if none, a Managing Member of the LLC must sign the form. FORM WILL BE RETURNED IF UNSIGNED.
2. If there are additional managers or managing members, attach a list of them to this form.
3. Return the completed form with the $125.00 filing fee. A $75.00 penalty must be added for failure to file this form by the last day of the first month following organization date.
4. Make your check payable to the Secretary of State. Your canceled check will constitute a certificate to transact business.
5. Ordering Copies: If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order.
6. Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, Nevada 89701-4201, (775) 684-5708.
7. Form must be in the possession of the Secretary of State on or before the last day of the first month following the initial registration date. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties.
FILING FEE: $125.00 LATE PENALTY: $75.00
NAME MANAGER
CATALENT PHARMA SOLUTIONS, INC. CITY MANAGING MEMBER SOMERSET
ADDRESS
STATE ZIP CODE
14 SCHOOLHOUSE ROAD
(DOCUMENT WILL BE REJECTED IF TITLE NOT NJ 07083 INDICATED)
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
CITY STATE ZIP CODE ADDRESS
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) NAME
MANAGER MANAGING MEMBER CITY STATE ZIP
CCODE ADDRESS
NAME
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
ADDRESS CITY STATE ZIP CODE
NAME
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
STATE ZIP CODE
I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with the provisions of NRS 360.780 and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
ADDRESSDate 9-22-2009 CITY
Vice President & Treasurer
Signature of Manager or Managing Member Nevada Secretary of State Initial List ManorMem Revised 7-1-08
Title
ANNUAL LIST OF MANAGERS OR MANAGING MEMBERS AND REGISTERED AGENT AND
STATE BUSINESS LICENSE APPLICATION OF: FILE NUMBER
C25543-1999
R.P. SCHERER TECHNOLOGIES, LLC NAME
OF LIMITED-LIABILITY COMPANY
FOR THE FILING PERIOD OF 10/2010 TO 10/2011
**YOU MAY FILE THIS FORM ONLINE AT www.nvsos.gov**
The entity’s duly appointed registered agent in the State of Nevada upon whom process can be served is : *110401*
CSC SERVICES OF NEVADA, INC. (Commercial Registered Agent)
502 EAST JOHN STREET CARSON CITY, NV 89706 USA Filed in the office of Document Number
20100780679-40
Ross Miller Secretary Filing Date and Time of State State of 11:32 AM
10/18/2010
Nevada
Entity Number
AT: gov C25543-1999
(This document was filed electronically.) ABOVE SPACE IS FOR OFFICE USE ONLY
A FORM TO CHANGE REGISTERED AGENT INFORMATION IS FOUND www.nvsos.
USE BLACK INK ONLY - DO NOT HIGHLIGHT
Return one file stamped copy. (If filing not accompanied by order instructions, file stamped copy will be sent to registered agent.)
IMPORTANT: Read instructions before completing and returning this form.
1. Print or type names and addresses, either residence or business, for all manager or managing members. A Manager, or if none, a Managing Member of the LLC must sign the form. FORM WILL BE RETURNED IF UNSIGNED.
2. If there are additional managers or managing members, attach a list of them to this form.
3. Annual list fee is $125.00. A $75.00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year.
4. State business license fee is $200.00. Effective 2/1/2010, $100.00 must be added for failure to file form by deadline.
5. Make your check payable to the Secretary of State.
6. Ordering Copies: If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order.
7. Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, Nevada 89701-4201, (775) 684-5708.
8. Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties. Failure to include annual list and business license fees will result in rejection of filing. ANNUAL LIST FILING FEE: $125.00 LATE PENALTY: $75.00 BUSINESS LICENSE FEE:$200.00 LATE PENALTY: $100.00
Complete only if applicable Section 7(2) Exemption Codes
001 - Governmental Entity
002 - 501(c) Nonprofit Entity
Pursuant to NRS, this corporation is exempt from the business license fee. Exemption code:
003 - Home-based Business
004 - Natural Person with 4 or less rental dwelling units Month and year your State Business License expires: 005 - Motion Picture Company
006 - NRS 680B.020 Insurance Co.
20
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
JOHN CHIMINSKI
MANAGER MANAGING MEMBER
ADDRESS CITY STATE ZIP
14 SCHOOLHOUSE RD, USA SOMERSET NJ
CODE
08873
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MATTHEW WALSH MANAGER MANAGING MEMBER ADDRESS 14 SCHOOLHOUSE RD, USA CITY STATE ZIP CODE SOMERSET NJ 08873
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
SAMRAT S KHICHI
MANAGER MANAGING MEMBER ADDRESS CITY STATE ZIP CODE
14 SCHOOLHOUSE RD, USA SOMERSET
NJ 08873
NAME
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
TEJAL KARIA
MANAGER MANAGING MEMBER ADDRESS CITY SOMERSET STATE ZIP CODE
14 SCHOOLHOUSE RD, USA
NJ 08873
I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with the provisions of sections 6 to 18 of AB 146 of the 2009 session of the Nevada Legislature and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
TEJAL KARIA Title Date
ASSISTANT TREASURER 10/18/2010 11:24:37 AM
X
Signature of Manager or Managing Member Nevada Secretary of State Annual List ManorMem Revised: 8-5-09
ANNUAL LIST OF MANAGERS OR MANAGING MEMBERS AND REGISTERED AGENT AND
STATE BUSINESS LICENSE APPLICATION OF: FILE NUMBER
C25543-1999
R.P. SCHERER TECHNOLOGIES, LLC NAME OF LIMITED-LIABILITY COMPANY
FOR THE FILING PERIOD OF 10/2011 TO 10/2012
**YOU MAY FILE THIS FORM ONLINE AT www.nvsos.gov**
The entity’s duly appointed registered agent in the State of Nevada upon whom process can be served is *110401*
CSC SERVICES OF NEVADA, INC. (Commercial Registered Agent)
2215-B RENAISSANCE DR Filed in the office of Document Number
20110752587-68
LAS VEGAS, NV 89119 USA Ross Miller Secretary Filing Date and Time of State State of Nevada 10/20/2011
10:20 AM
Entity Number
C25543-1999
A FORM TO CHANGE REGISTERED AGENT INFORMATION IS FOUND AT: www.nvsos.gov
USE BLACK INK ONLY - DO NOT HIGHLIGHT
Return one file stamped copy. (if filing not accompanied by order instructions, file stamped copy will be sent to registered agent.)
IMPORTANT: Read instructions before completing and returning this form
1. Print or type names and addresses, either residence or business, for all manager or managing members. A Manager, or if none, a Managing Member of the LLC must sign the form FORM WILL BE RETURNED IF UNSIGNED.
2 . If there are additional managers or managing members, attach a list of them to this form.
3. Annual list fee is $125.00. A $75.00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year.
4. State business license fee is $200.00. Effective 2/1/2010, $100.00 must be added for failure to file form by deadline.
5. Make your check payable to the Secretary of State.
6. Ordering Copies: If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order.
7. Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, Nevada 89701-4201, (775) 684-5708.
8. Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receeipt date.) Forms received after due date will be returned for additional fees and penalties. Failure to include annual list and business license fees will result in rejection of filing ANNUAL LIST FILING FEE: $125.00 LATE PENALTY: $75.00 BUSINESS LICENSE FEE:$200.00 LATE PENALTY: $100.00
Complete only if applicable Section 7(2) Exemption Codes
01 - Governmental Entity
02 - 501(c) Nonprofit Entity
Pursuant to NRS, this corporation is exempt from the business license fee. Exemption code:
03 - Home-based Business
04 - Natural Person with 4 or less rental dwelling units Month and year your State Business License expires:
05 - Motion Picture Company
06 - NRS 680B.020 Insurance Co.
20
NAME......................... (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
JOHN CHIMINSKI
MANAGER MANAGING MEMBER
ADDRESS CITY STATE ZIP
14 SCHOOLHOUSE RD SOMERSET NJ
USA CODE 08873
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
TEJAL KARIA MANAGER MANAGING MEMBER ADDRESS 14 SCHOOLHOUSE RD. USA CITY STATE ZIP CODE SOMERSET NJ 08873
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
SAMRAT S KHICHI
MANAGER MANAGING MEMBER ADDRESS CITY STATE ZIP CODE
14 SCHOOLHOUSE RD. USA SOMERSET
NJ 08873
NAME
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MATTHEW WALSH
MANAGER MANAGING MEMBER ADDRESS CITY SOMERSET STATE ZIP CODE
14 SCHOOLHOUSE RD , USA
NJ 08873
I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with the provisions of sections 6 to 18 of AB 146 of the 2009 session of the Nevada Legislature and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
TEJAL KARIA Title Date
ASSISTANT TREASURER 10/20/2011 10:17:57 AM
Signature of Manager or Managing Member
Nevada Secretary of State initial List ManorMemRevised: 8-5-09
ANNUAL LIST OF MANAGER OR MANAGING MEMBERS AND REGISTERED AGENT OF FILE NUMBER
R.P. SCHERER TECHNOLOGIES, LLC C25543-1999
NAME MANAGER (DOCUMENT MANAGING WILL BE REJECTED MEMBER IF TITLE NOT INDICATED)
CATALENT PHARMA SOLUTIONS, INC.
ADDRESS CITY ST ZIP
14 SCHOOLHOUSE ROAD , USA SOMERSET NJ 08873
NAME MANAGER DOCUMENT WILL MANAGING BE REJECTED MEMBER IF TITLE NOT INDICATED)
ADDRESS CITY ST ZIP
NAME DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
ADDRESS CITY ST ZIP
NAME DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
ADDRESS CITY ST ZIP
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
ADDRESS CITY ST ZIP
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
Date
ADDRESS CITY ST ZIP
NAME MANAGER (DOCUMENT MANAGING WILL BE REJECTED MEMBER IF TITLE NOT INDICATED)
ADDRESS CITY ST ZIP
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
ADDRESS CITY ST ZIP
NAME (DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
ADDRESS CITY ST ZIP
NAME DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED)
MANAGER MANAGING MEMBER
ADDRESS CITY ST ZIP
