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EXHIBIT 3.5
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE , DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF OWNERSHIP, WHICH MERGES:
"VA ACQUISITION CORP.", A DELAWARE CORPORATION,
WITH AND INTO "BLESSINGS CORPORATION" UNDER THE NAME OF
"HUNTSMAN EDISON FILMS CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE
NINETEENTH DAY OF MAY, A.D. 1998, AT 9:30 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
Edward J. Freel, Secretary of State
AUTHENTICATION: 9088464
DATE: 5/19/98
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
VA ACQUISITION CORP.
WITH AND INTO
BLESSINGS CORPORATION
Pursuant to Section 253 of the
General Corporation of Law of the State of Delaware
VA Acquisition Corp., a Delaware corporation (the
"Corporation"), does hereby certify to the following facts relating to the
merger (the "Merger") of the Corporation with and into Blessings Corporation, a
Delaware corporation ("Blessings"), with Blessings remaining as the surviving
corporation (the "Surviving Corporation"):
FIRST: The Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware (the "DGCL"). Blessings is incorporated
pursuant to the DGCL.
SECOND: The Corporation owns at least 90% of the outstanding
shares of each class of capital stock of Blessings.
THIRD: The Board of Directors of the Corporation, by the
following resolutions duly adopted on May 19, 1998, determined to merge the
Corporation with and into Blessings pursuant to Section 253 of the DGCL:
WHEREAS, the Corporation owns at least 90% of the outstanding
shares of each class of capital stock of Blessings;
WHEREAS, the Board of Directors of the Corporation has deemed
it advisable that Corporation be merged with and into Blessings pursuant to
Section 253 of the DGCL;
WHEREAS, in connection with the tender offer by Parent and the
Corporation for all of the outstanding Shares (as defined below) of Blessings
(the "Offer") and the Merger, the Corporation proposes to enter into an Exchange
Agreement (the "Exchange Agreement") with ChaseMellon Shareholder Services,
L.L.C. and Huntsman Packaging Corporation, a Utah corporation and the owner of
100% of the capital stock of the Corporation (the "Parent");
NOW, THEREFORE, BE IT
RESOLVED, that the Corporation be merged with and into
Blessings and that from and after the date and time of filing the Certificate of
Ownership and Merger in connection
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with the Merger with the Secretary of State of the State of Delaware (the
"Effective Time"), the Surviving Corporation shall possess all the rights,
privileges, powers, immunities and franchises, and be subject to all of the
restrictions, disabilities and duties of each of the Corporation and Blessings;
and all property, real, personal and mixed, and all debts due on whatever
account, including subscriptions to shares, and all other choses in action, and
all and every other interests, of or belonging to or due to each of the
Corporation and Blessings shall be taken and deemed to be transferred to and
vested in the Surviving Corporation without further act or deed; and the title
to any real estate, or any interest therein, vested in any of the Corporation or
Blessings shall not revert or be in any way impaired by reason of the Merger;
and be it further
RESOLVED, that at the Effective Time, each share of common
stock, par value $.71 per share, of Blessings issued and outstanding immediately
prior to the Effective Time (individually a "Share" and, collectively, the
"Shares") (other than (i) Shares held by Blessings or any wholly-owned direct or
indirect subsidiaries of Blessings, (ii) Shares held by Parent, the Corporation
or any other wholly-owned direct or indirect subsidiary of Parent and (iii)
Dissenting Shares (as defined below), shall, by virtue of the Merger and without
any further action on the part of Parent, the Corporation, Blessings or the
holder thereof, be converted into and shall become the right to receive a cash
payment per Share, without interest, equal to $21.00 (individually the "Per
Share Amount", and collectively the "Merger Consideration") upon the surrender
of the certificate representing such Share; and be it further
RESOLVED, that at the Effective Time, each issued and
outstanding share of the common stock, par value $.01 per share, of the
Corporation shall, by virtue of the Merger and without any further action on the
part of Parent, the Corporation or Blessings or any holder thereof, be converted
into one (1) validly issued, fully-paid and non-assessable share of common
stock, par value $.01 per share, of the Surviving Corporation and shall
constitute the only outstanding shares of capital stock of the Surviving
Corporation; and be it further
RESOLVED, that at the Effective Time, each Share held by
Blessings (as treasury stock or otherwise) or held by Parent, the Corporation or
any wholly-owned direct or indirect subsidiary of Parent, the Corporation or
Blessings immediately prior to the Effective Time shall, by virtue of the Merger
and without any further action on the part of Parent, the Corporation, Blessings
or the holder thereof, be canceled, retired and cease to exist, and no
consideration shall be delivered with respect thereto; and be it further
RESOLVED, that Shares outstanding immediately prior to the
Effective Time and held by a holder who has not voted in favor of the Merger or
consented thereto in writing and who has demanded appraisal for such Shares in
accordance with the DGCL shall not be converted into a right to receive the
Merger Consideration, unless such holder fails to perfect or withdraws or
otherwise loses his right to appraisal (collectively, "Dissenting Shares"). If,
after the Effective Time, such holder fails to perfect or withdraws or loses his
right to appraisal, such Shares shall be treated as if they had been converted
as of the Effective Time into a right to receive the Merger Consideration
payable in respect of such Shares; and be it further
RESOLVED, that ChaseMellon Shareholder Services shall act as
the exchange agent (in such capacity, the "Exchange Agent") for the benefit of
the holders of Shares, for the exchange of a certificate or certificates which,
immediately prior to the Effective Time,
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represented Shares (the "Certificates") that were converted into the right to
receive the Per Share Amount; and be it further
RESOLVED, that the officers of the Corporation are and each of
them hereby is, authorized to prepare, execute and deliver the Exchange
Agreement between Corporation and the Exchange Agent for the benefit of the
holders of Shares, pursuant to the terms and conditions set forth in the
Exchange Agreement; and be it further
RESOLVED, that (i) the Certificate of Incorporation of the
Surviving Corporation shall be substantially in form presented to the Board of
Directors and attached hereto as Exhibit A and (ii) the By-laws of the
Corporation in effect immediately prior to the Effective Time shall be the
By-laws of the Surviving Corporation until thereafter amended as provided
therein and under the DGCL; and be it further
RESOLVED, that each of the officers of the Corporation be and
they hereby are authorized and directed to make, execute and acknowledge, in the
name and under the corporate seal of the Corporation, a certificate of ownership
and merger for the purpose of effecting the Merger and to file the same in the
offices of the Secretary of State of the State of Delaware, and to do all other
acts and things that may be necessary to carry out and effectuate the purpose
and intent of the resolutions relating to the Merger; and be it further
RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and empowered to do and perform, or cause to be done and
performed, all such acts and things and to sign and deliver or cause to be
signed and delivered, all such documents, certificates and other instruments,
and to take all such other actions as are necessary and appropriate in order to
carry out the intent of the foregoing resolutions; and be it further
RESOLVED, that the Board of Directors of the Corporation in
office immediately prior to the Effective Time shall be the Board of Directors
of the Surviving Corporation; and be it further
RESOLVED, that the name of the Surviving Corporation shall be
"Huntsman Edison Films Corporation".
FOURTH: The sole stockholder of the Corporation duly approved
the Merger in the resolutions adopted by its Board of Directors on May 19, 1998
pursuant to and in accordance with Sections 228 and 253(a) of the DGCL.
[signature page follows]
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IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Ownership and Merger to be executed by its duly authorized
officer this 19th day of May, 1998.
VA ACQUISITION CORP.
By: /s/ Ronald G. Moffitt
Name: Ronald G. Moffitt
Title: Sr. Vice President
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EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
HUNTSMAN EDISON FILMS CORPORATION
a Delaware corporation
FIRST. The name of the corporation is Huntsman Edison Films
Corporation, (hereinafter, the "Corporation").
SECOND. The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle, State of Delaware 19801. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD. The nature of the business of or purpose to be
conducted or promoted by the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "General Corporation Law").
FOURTH. The total number of shares of capital stock which the
Corporation shall have authority to issue is 1,000 shares of common stock, par
value $.01 per share.
FIFTH. The Board of Directors shall have concurrent power with
the stockholders to make, alter, amend or repeal the By-Laws of the Corporation.
Election of directors need not be by written ballot unless the By-Laws so
provide.
SIXTH: The names and places of residence of the incorporators
are as follows:
Names: Residence:
------ ----------
L.E. Grey Wilmington, Delaware
LH. Herman Wilmington, Delaware
S.M. Brown Wilmington, Delaware
SEVENTH. a) No director shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except that a director shall be liable to the extent
provided by applicable law (i) for breach of the director's duly 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) pursuant to Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of the provisions of Article SEVENTH shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
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b) The Corporation shall have the power to indemnify any and
all of its officers or directors, or former officers or directors, or any person
who may serve or has served at its request as an officer or director of another
corporation in which it owns shares of capital stock, to the full extent and in
the manner permitted by applicable law. Such indemnification shall not be
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders, or disinterested directors, or
otherwise.
EIGHTH. 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 herein and by the General Corporation
Law, and all rights conferred upon stockholders herein are granted subject to
this reservation.
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