Exhibit 3.8
ARTICLES OF INCORPORATION
OF
COTT USA CORP.
1. The name of the corporation is COTT USA CORP.
2. The corporation shall have perpetual duration.
3. The corporation is organized pursuant to the provisions of the
Georgia Business Corporation Code.
4. The object of the corporation is pecuniary gain, and the
general nature of the business to be transacted is:
(a) To engage directly or indirectly in any lawful businesses,
enterprises, ventures and other activities as the Board of
Directors of the Corporation may from time to time deem to be
profitable or advantageous to the corporation;
(b) To organize or promote or facilitate the organization of,
and participate in the operation of, any corporation,
association, partnership, syndicate or other entity formed for
the purpose of transacting, promoting or carrying on any
lawful business;
(c) To merge, consolidate, dissolve, wind up or liquidate any
corporation, association or other entity which this
corporation may organize, purchase or otherwise acquire or
have an interest in, or to cause the same to be merged,
consolidated, dissolved, wound up or liquidated;
(d) To do all things necessary, suitable or proper for the
accomplishment of any such purpose or objective of the
corporation aforesaid; and,
(e) The corporation shall have all of the powers and shall
enjoy all of the rights, privileges and immunities as provided
for under the Georgia Business Corporation Code.
5. The maximum number of shares of capital stock that the
corporation shall be authorized to have outstanding at any time shall be
10,000,000 shares of voting common stock of no par value. The amount of capital
with which the corporation shall begin business shall not be less than $500.00.
6. No shareholder of the corporation shall have any preemptive
right to purchase, subscribe for or otherwise acquire any shares of stock of any
class of the corporation, or any
series of any class, or any options, rights or warrants to purchase shares of
any class, or any series of any class, or any other securities of the
corporation convertible into or carrying an option to purchase shares of any
class, or any series of any class, whether now or hereafter authorized, and the
Board of Directors of the corporation may authorize the issuance of shares of
stock or any class, and series of the same class, or options, rights, or
warrants to purchase shares of any class, or any series of any class, or any
securities convertible into or carrying an option to purchase shares of any
class, or any series of any class, without offering such issue of shares,
options, rights, warrants or other securities, either in whole or in part, to
the shareholders of the corporation.
7. The Board of Directors of the corporation may authorize the
issuance of bonds, debentures and other evidences of indebtedness of the
corporation and may fix all the terms thereof, including, without limitation,
the convertibility thereof into shares of stock of the corporation of any class,
or any series of the same class.
8. No director of the corporation shall be personally liable to
the corporation or its shareholders for monetary damages for any breach of his
duty of care or other duty as a director; provided that this provision shall
eliminate or limit the liability of a director only to the extent permitted from
time to time by the Georgia Business Corporation Code or any successor law or
laws.
9. The initial registered office of the corporation shall be 828
Broadway, Columbus, Muscogee County, Georgia 31901, and the initial registered
agent of the corporation at said address shall be Marcus B. Calhoun, Jr.
10. The initial Board of Directors of the corporation shall
consist of three (3) members, whose name and address is as follows:
Name Address
---- -------
Gerald N. Pencer 16 Old Forest Hill Road
Toronto, Canada
Paul Henderson 83 Belvedere Cresc
Richmond Hill, Canada
Fraser D. Latta 46 Plymbridge Road
Willowdale, Canada
11. The name and address of the incorporator is Marcus B. Calhoun,
Jr., 828 Broadway, Columbus, Georgia 31901.
12. The initial mailing address of the corporation is 1000 Tenth
Avenue, Columbus, Georgia 31901.
IN WITNESS WHEREOF, I have hereunto executed these Articles of
Incorporation, this 30th day of April, 1991.
/s/ Marcus B. Calhoun, Jr.
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Incorporator
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
COTT USA CORP.
ARTICLE I
The name of the corporation is COTT USA CORP. (the "Corporation").
ARTICLE II
The following amendment (the "Amendment") to the Articles of
Incorporation of the Corporation has been adopted as follows:
The text of Article 5 of the Articles is hereby
deleted in its entirety and the following is substituted in
lieu thereof:
The maximum number of shares of capital stock that
the Corporation should be authorized to have
outstanding at anytime shall be 10,000,000 shares of
voting common capital stock of no par value. The
amount of capital with which the Corporation shall
begin business shall not be less than $500. The
shares of capital stock are not subject to redemption
by the Corporation.
ARTICLE III
The Amendment was adopted on the 24th day of January, 2000, by the
unanimous written consent of the Board of Directors and the sole Shareholder of
the Corporation.
IN WITNESS WHEREOF, the undersigned has duly executed these Articles of
Amendment this 24th day of January, 2000.
COTT USA CORP.
By: /s/ Mark Halperin
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Title: Secretary
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