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Exhibit 3.15
CERTIFICATE OF INCORPORATION
OF
UNIPLAST U.S., INC.
FIRST: The name of the Corporation is: Uniplast U.S., Inc.
SECOND: The address of the Corporation's registered office in the State
of Delaware is 32 Loockerman Square, Suite L-100, City of Dover 19901, County of
Kent. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of 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.
FOURTH: The total number of shares 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 is expressly authorized to adopt, amend
or repeal the Bylaws of the Corporation.
SIXTH: Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall otherwise provide.
SEVENTH: 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
shareholders herein are granted subject to this reservation.
EIGHTH: 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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
filing of the Certificate of Incorporation of which this article is a part to
authorize corporate action further eliminating or limiting personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended. Any repeal or modification of the foregoing
paragraph by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
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NINTH: The incorporator is H. Franklin Layson, whose mailing address is
Long, Aldridge & Norman
1500 Marquis Two Tower
285 Peachtree Center Avenue, N.W.
Atlanta, Georgia 30303-1257
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and, accordingly, have hereto set my hand this 13th day of January, 1992.
/s/ H. Franklin Layson
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
UNIPLAST U.S., INC.
Uniplast U.S., Inc., a Delaware corporation (the "Corporation"), hereby
certifies as follows:
FIRST: The Board of Directors of the Corporation duly adopted the
following resolutions:
RESOLVED, that it is advisable to amend and restate Article Fourth of
the Certificate of Incorporation of the Corporation to read, in its
entirety, as follows:
FOURTH:
Section 1. Authorized Capital Stock.
The Corporation is authorized to issue 1,000 shares of common
stock, par value $.01 per share ("Common Stock"), and 1,000 shares of
preferred stock, par value $.01 share ("Preferred Stock").
The rights, preferences, privileges and restrictions granted
to and imposed upon the Common Stock and the Preferred Stock are set
forth below in this Article Fourth.
Subject to the rights of the holders of the Preferred Stock,
the holders of the Common Stock shall be entitled to dividends out of
funds legally available therefor, when, as and if declared and paid to
the holders of Common Stock and, upon liquidation, dissolution or
winding up of the Corporation, to share ratably in the assets of the
Corporation.
Section 2. Dividends.
(a) Right to Dividends. Preferential cumulative dividends
shall accrue on the Preferred-Stock (but, except as provided herein,
need not be paid) as provided herein, whether or not such dividends
have been declared and whether or not there are profits, surplus or
other funds of the Corporation legally or contractually available for
the payment of dividends. Except as otherwise provided below, dividends
on each share of Preferred Stock (computed on the basis of a 360 day
year of twelve 30-day months) shall accrue on a daily basis at the rate
of eight percent (8%) per annum of $13,500 (the "Preference Amount"),
compounded quarterly as of the last day of June, September, December
and March, of each
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year commencing with the June 30, September 30, December 31 or March 31
next succeeding the date of the issuance of the Preferred Stock.
(b) Dividend Priority. Unless full dividends on all Preferred
Stock for all past dividend periods and the then current dividend
period shall have been paid or declared and a sum sufficient for the
payment thereof set apart, (A) no dividend whatsoever other than a
dividend payable solely in Common Stock shall be paid or declared and
no distribution shall be made, on any Common Stock and (B) no Common
Stock shall be purchased, redeemed or acquired by the Corporation and
no monies shall be paid, set aside or made available therefor.
Section 3. Liquidation Rights of Preferred Stock.
(a) Preference. In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, the
holders of the Preferred Stock then outstanding shall be entitled to be
paid an amount equal to the Liquidation Preference (as hereinafter
defined) out of the assets of the Corporation available for
distribution to its stockholders, whether such assets are capital,
surplus, or earnings, before any payment or declaration and setting
apart for payment of any amount shall be made in respect of the Common
Stock. The "Liquidation Preference" per share of the Preferred Stock
shall be the Preference Amount plus an amount equal to all dividends
accrued but unpaid thereon calculated in accordance with Section 2(a)
hereof through the date of the liquidation, dissolution or winding up
of the Corporation or redemption of the Preferred Stock, as the case
may be.
(b) Remaining Assets. If the assets of the Corporation
available for distribution to the Corporation's stockholders exceed the
aggregate amount payable to the holders of the Preferred Stock pursuant
to Section 3(a) hereof, then after the payments required by Section
3(a) shall have been made or irrevocably set apart, such assets shall
be distributed equally among the holders of Common Stock on a per share
basis.
(c) Reorganization. A consolidation or merger of the
Corporation with or into any other corporation or corporations or sale,
lease or transfer of all or substantially all of the assets of the
Corporation or its subsidiaries in one or more transactions to a third
party shall be deemed a liquidation, dissolution, or winding up of the
Corporation as those terms are used in this Section 3 except for any
such transaction with the Corporation and/or any wholly-owned
subsidiary or subsidiaries of the Corporation.
Section 4. Redemptions.
(a) Stockholder Optional Redemption. On any date other than a
Saturday, Sunday or day in which banking institutions in New York, New
York are required or permitted to be closed for business (the
"Stockholder Redemption
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Date"), the holders of the Preferred Stock, shall have the right to
cause the Corporation to redeem their shares of Preferred Stock at the
Redemption Price (as defined in Section 4(c)). Holders of the Preferred
Stock electing to so redeem such Preferred Stock shall request
redemption by at least twenty (20) days' prior written notice given to
the Corporation specifying the Stockholder Redemption Date, that
portion of such Preferred Stock the holder thereof elects to redeem and
surrendering to the Corporation the certificate or certificates
representing such Preferred Stock. Upon proper receipt of such
election(s) and the certificates representing such Preferred Stock, the
Corporation will be obligated to redeem the number of shares of
Preferred Stock specified therein at the Redemption Price on the
Stockholder Redemption Date. Thereupon, the Redemption Price for such
shares shall be payable to the order of the person whose name appears
on such certificate or certificates as the owner thereof, and each
surrendered certificate shall be cancelled and retired. In the event
less than all of the shares represented by such certificate are
redeemed, a new certificate shall be issued representing the unredeemed
shares. In the event the Corporation does not have funds legally
available to purchase all of the shares of Preferred Stock on the
Stockholder Redemption Date which the holders thereof have requested
the Corporation to purchase under this Section 4(a), the Corporation
shall purchase the remainder of such Preferred Stock as soon as it has
funds legally available to do so and, if more than one holder of
Preferred Stock has so elected for redemption, then, as funds become so
available therefor, the Corporation will redeem shares pro rata among
the electing holders of shares of Preferred Stock (based on the number
of shares of Preferred Stock held by each such holder).
(b) Corporation Optional Redemption. On any date other than a
Saturday, Sunday or day in which banking institutions in New York, New
York are required or permitted to be closed for business, so long as
any shares of Preferred Stock shall be outstanding and to the extent
the Corporation shall have funds legally available for such payment,
the Corporation shall have the right to redeem all or any portion of
such shares then outstanding. The shares to be redeemed shall be
determined pro rata among the holders of shares of the Preferred Stock
(based on the number of shares of Preferred Stock held by each holder).
The Corporation shall, not less than 30 days nor more than 60
days prior to any redemption date pursuant to this Section 4(b), mail
written notice ("Redemption Notice"), postage prepaid, to each holder
of shares of record of Preferred Stock to be redeemed at such holder's
post office address last shown on the records of the Corporation. The
Redemption Notice shall state:
(i) The number of shares of Preferred Stock held by the holder
which the Corporation intends to redeem;
(ii) The Redemption Price of the Preferred Stock which the
Corporation intends to redeem; and
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(iii) The date, time, place and manner in which the holder is
to surrender to the Corporation the certificate or certificates
representing the shares of Preferred Stock to be redeemed.
On or before the scheduled redemption date, each holder of
Preferred Stock to be redeemed shall surrender the certificate or
certificates representing such shares to the Corporation, in the manner
and at the place designated in the Redemption Notice, and thereupon the
Redemption Price for such shares shall be payable to the order of the
person whose name appears on such certificate or certificates as the
owner thereof, and each surrendered certificate shall be cancelled and
retired. In the event less than all of the shares represented by such
certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.
(c) Price. The respective redemption price for shares of
Preferred Stock (the "Redemption Price") under Sections 4(a) or 4(b)
hereof shall be an amount per share equal to the Liquidation Preference
of the Preferred Stock determined in accordance with Section 3(a)
hereof.
(d) Dividends After Redemption Date. No shares of Preferred
Stock are entitled to any dividends accruing after the specified
redemption date for such Preferred Stock unless the Corporation shall
default in the payment of the Redemption Price for such shares of
Preferred Stock. On such date all rights of the holder or holders of
such shares of Preferred Stock will cease, and such shares will be
deemed not to be outstanding and will be deemed to represent only the
right to receive the applicable Redemption Price.
Section 5. Voting Rights.
(a) Except as specifically set forth herein and as otherwise
required under Delaware law, the holders of Preferred Stock shall not
be entitled or permitted to vote on any matter required or permitted to
be voted upon by the stockholders of this Corporation. In any case in
which the holders of Preferred Stock shall be entitled to vote pursuant
to Delaware law, each holder of Preferred Stock shall be entitled to
one vote for each share of Preferred Stock held. Votes or consents of
holders of shares of Preferred Stock may be given in person or by
proxy, either in writing or by resolution adopted at an annual or
special meeting called for such purposes.
In addition to any other rights provided by law, the
Corporation shall not, without first obtaining the affirmative vote or
written consent of the holders of at least 66-2/3% of the then
outstanding aggregate number of shares of Preferred Stock (excluding
for these purposes shares owned by this Corporation and its
subsidiaries):
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(A) amend, alter or repeal the preferences, special rights or
other powers of the Preferred Stock so as to effect adversely
the Preferred Stock and, for this purpose, the authorization
or issuance by the Corporation of any securities with
preference or priority over, or being on a parity with the
Preferred Stock as to the right to receive either dividends or
amounts distributable upon liquidation, dissolution or winding
up of the Corporation shall be deemed so to effect adversely
the Preferred Stock; or
(B) authorize or effect the redemption or repurchase of any
capital stock of the Corporation other than the Preferred
Stock or rights to acquire capital stock of the Corporation
other than the Junior Stock (as hereinafter defined). For
purposes hereof, "Junior Stock" shall mean all shares of
Common Stock and any other class or series of capital stock of
the Corporation not entitled to receive any dividends until
the Preferred Stock shall have received the Preference Amount
determined as of the time such dividend is to be made and, for
purposes of Section 3 hereof, any class or series of capital
stock of the Corporation not entitled to receive any assets
upon liquidation, dissolution or winding up of the affairs of
the Corporation until the Preferred Stock shall have received
the entire amount to which such stock is entitled upon such
liquidation, dissolution or winding up.
(b) Common Stock. Each holder of shares of Common Stock shall
be entitled to one vote for each share thereof held.
Section 6. Senior Securities. The Preferred Stock shall not
rank junior to any other classes or series of capital stock of the
Corporation in respect of the right to receive dividends or the right
to participate in any distribution upon liquidation, dissolution or
winding up of the Corporation.
Section 7. Exclusion of Other Rights. Except as may otherwise
be required by law and for the equitable rights and remedies that may
otherwise be available to holders of Preferred Stock, the shares of
Preferred Stock shall not have any designations, preferences,
limitations or relative rights, other than those specifically set forth
in the Certificate of Incorporation of the Corporation.
(HERE ENDS THE TEXT OF AMENDED ARTICLE FOURTH)
; and it is further
RESOLVED that such amendment (the "Amendment") to the Certificate of
Incorporation of the Corporation shall be recommended for adoption by the
Corporation's sole stockholder; and it is further
RESOLVED, that, subject to the approval by the Corporation's sole
stockholder of the Amendment and the filing of a Certificate of Amendment with
the Secretary of
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State of the State of Delaware, the officers of the Corporation are
hereby authorized, empowered and directed, in the name and on behalf of
the Corporation, to execute, deliver and file any documents or
necessary or appropriate, including the Certificate of Amendment, to
implement any of the foregoing.
SECOND: The sole stockholder of the Corporation has duly adopted such
resolutions by consent action effective as of May 27, 1998, in accordance with
the provisions of Section 228 and 242 of the Delaware General Corporation Law
and the By-laws of the Corporation.
IN WITNESS WHEREOF, Uniplast U.S., Inc. has caused this certificate to
be signed by William A. Swinimer, its President, and attested by Tom R. Hussey,
its Secretary, as of the 27th day of May,1998.
UNIPLAST U.S., INC.
By: /s/ William A. Swinimer
President
ATTEST:
/s/ Tom R. Hussey
Secretary
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SECOND CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
UNIPLAST U.S., INC.
Under Section 242 of the General Corporation Law
THE UNDERSIGNED, being the Executive Vice President of Uniplast U.S.,
Inc., a Delaware corporation, does hereby certify as follows:
1. The name of the corporation is Uniplast U.S., Inc. (the
"Corporation"), and the name under, which the Corporation was originally
incorporated is Uniplast U.S., Inc.
2. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of the State on January 14, 1992.
3. The Certificate of Incorporation of the Corporation is hereby
amended to increase the number of authorized shares of common stock from 1 ,000
shares to 2,000 shares.
4. Section 1 of Article Fourth of the Certificate of Incorporation of
the Corporation is hereby amended to read in its entirety as follows:
FOURTH:
Section 1. Authorized Capital Stock.
The Corporation is authorized to issue 2,000 shares of common
stock, par value $.01 per share ("Common Stock"), and 1,000 shares of
preferred stock, par value $.01 per share ("Preferred Stock").
The rights, preferences, privileges and restrictions granted
to and imposed upon the Common Stock and the Preferred Stock are set
forth below in this Article Fourth.
Subject to the rights of the holders of the Preferred Stock,
the holders of the Common Stock shall be entitled to dividends out of
funds legally available therefor, when, as and if declared and paid to
the holders of Common Stock and, upon liquidation, dissolution or
winding up of the Corporation, to share ratably in the assets of the
Corporation.
5. This amendment to the Certificate of Incorporation was duly
authorized by the unanimous written consent of the directors of the Corporation
pursuant to Section 141(f) of the
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General Corporation Law, followed by the written consent pursuant to Section 228
of the General Corporation Law of the holders of all outstanding shares of stock
the Corporation entitled to vote.
IN WITNESS WHEREOF, the undersigned, being the Executive Vice President
of the Corporation, hereby executes, signs and acknowledges this Certificate of
Amendment to the Certificate of Incorporation this 8th day of March, 2000, and
affirms the statements contained herein as true under penalty of perjury.
/s/ Geff Perera
Executive Vice President
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