Exhibit 3.5
CERTIFICATE OF INCORPORATION
-of-
COPPER PIGMENT & CHEMICAL WORKS, INC.
THIS IS TO CERTIFY, that we, Hannah Burstein, Pauline Kent and Joel L.
Bohrer, do hereby associate ourselves into a corporation, under and by virtue
of the provisions of an Act of the Legislature of the State of New Jersey,
entitled, "An Act Concerning Corporations (Revised Statutes, 1937, Title 14)",
and the several supplements thereto and acts amendatory thereof, and do
severally agree to take the number of shares of capital stock set opposite our
respective names.
FIRST: The name of the corporation is COPPER PIGMENT & CHEMICAL WORKS,
INC.
SECOND: The location of the principal office in this State is at No. 60
Park Place, Newark, New Jersey.
The name of the agent therein and in charge thereof, upon whom process
against this corporation may be served, is MARTIN SIMON.
THIRD: The objects for which this corporation is formed are:
To conduct the business of buying, selling or dealing in and with
vegetable, animal or mineral matter of all descriptions, whether new or
used and without regard to the shape or form in which the same may be, and
in connection with this general purpose, to do any and all things in
connection, with such materials including handling, processing, reforming,
re-constituting, disintegrating or treating such material in any way in
which the company may deem advantageous, including the manufacturing of
products therefrom in any shape or form.
For the purpose of conducting its business to maintain in such plants of
whatever description the same may be as the business may require, and to
maintain such stores, warehouses, depots or plants in such places or
places as may be in the best interests of the business.
To do any and all the foregoing things in any part of the world, either as
principal, agent, broker, sales agency, contractor, trustee, or in any
capacity which shall be in the best interest of the company.
To conduct its business and have one or more offices and unlimitedly and
without restriction and to hold, purchase, lease, mortgage, and convey,
real and personal property in or out of the State, and in such place and
places in the several states and territories of the United States, the
District of Columbia, colonial possession or territorial acquisitions of
the United States and in foreign countries as shall from time to time be
found necessary and convenient for the purpose of the company's business.
To borrow or lend money and in this connection to make and issue, or to
receive, promissory notes, bills of exchange, bonds, debentures and
evidences of indebtedness of the company or of others, secured by mortgage,
pledge or otherwise, without limit as to the amount, and, with security for
the same in any lawful manner as may be determined by the board of
directors.
Subject to the provisions of law, the company may purchase or otherwise
acquire, hold, and re-issue the shares of its capital stock.
To do any or all of the things in this certificate set forth, as objects,
purposes, powers or otherwise, to the same extent and as fully as natural
persons might or could do.
FOURTH: The total authorized capital stock of the corporation is one
hundred shares without nominal or par value. All or any part of the shares of
common stock bearing no par value may be issued by the corporation from time to
time, and for such consideration as from time to time may be fixed by the Board
of Directors, and as provided by law, and any and all shares bearing no par
value so issued for which the considerations so fixed has been paid or
delivered, shall be deemed fully paid and non-assessable and the holders of such
shares shall not be liable for the corporation or its creditors in respect to
such shares.
FIFTH: The name and post office addresses of the incorporators, and the
number of shares subscribed for by each, the aggregate of such subscription
being the amount
-2-
of capital stock with which this corporation will commence business, is as
follows:
NAME P. O. ADDRESS NO. OF
SHARES.
Hannah Burstein 60 Park Pl., Newark, N. J. 8
Pauline Kent 60 Park Pl., Newark, N. J. 1
Joel L. Bohrer 60 Park Pl., Newark, N. J. 1
SIXTH: The period of existence of this corporation is perpetual.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 12th day
of November, 1953.
/s/ Hannah Burstein
Signed, Sealed and ---------------------------
HANNAH BURSTEIN
Delivered in the
/s/ Pauline Kent
Presence of: ---------------------------
PAULINE KENT
/s/ Martin Simon /s/ Joel L. Bohrer
- ----------------------- ----------------------------
MARTIN SIMON JOEL L. BOHRER
STATE OF NEW JERSEY :
ss
COUNTY OF ESSEX :
BE IT REMEMBERED that on this 12th day of November, 1953, before me, the
subscriber, an Attorney at Law of New Jersey, personally appeared Hannah
Burstein, Pauline Kent, and Joel L. Bohrer, who I am satisfied are the persons
named in and who executed the foregoing Certificate, and I, having first made
known to them the contents thereof, they did acknowledge that they signed,
sealed and delivered the same as their voluntary act and deed for the used and
purposes therein expressed.
/s/ Martin Simon
----------------------------
MARTIN SIMON
An Attorney at Law State of
New Jersey
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
of
COPPER PIGMENT & CHEMICAL WORKS, INC.
-------------------------------------
The location of the principal office in this State is at No. 60 Park Place,
in the City of Newark, County of Essex.
The name of the agent therein and in charge thereof upon whom process
against this corporation may be served, is Martin Simon.
RESOLUTION OF DIRECTORS:
------------------------
The Board of Directors of Copper Pigment & Chemical Works, Inc., a
corporation of New Jersey, on this 17th day of April, 1958, do hereby RESOLVE
and DECLARE that it is advisable to change the capital stock structure of the
company by dividing the same into three classes, and for that purpose to amend
Article Fourth of the certificate of incorporation to read as follows:
"FOURTH: The amount of the total authorized capital stock of the
corporation is one hundred (100) shares without nominal or par value. All
or any part of the shares of Common Stock having no par value may be issued
by the corporation from time to time, and for such consideration as from
time to time may be fixed by the Board of Directors, and as provided by
law, and any and all shares having no par value so issued for which the
consideration so fixed has been paid or delivered, shall be deemed fully
paid and non-assessable, and the holders of such shares shall not be liable
to the corporation or its creditors in respect to such shares. Said shares
shall be divided into three classes
as follows: Class A, which shall consist of forty-five (45) shares; Class
B, which shall consist of forty-five (45) shares; Class C, which shall
consist of (10) shares. All voting power shall be vested in the Class A
capital stock and the Class B capital stock, and no voting power whatsoever
shall be vested in the Class C capital stock. The Board of Directors of the
Corporation shall consist of four Directors. The holders of the Class A
capital stock shall have the exclusive right to vote for and elect two
Directors, and the holders of Class B capital stock shall have the right to
vote for and elect two Directors. In the event of a vacancy, for any
reason, on the Board of Directors, the holders of the class of stock which
originally elected the Director whose office may be vacant, shall
exclusively be entitled to elect a successor to fill such vacancy. The two
members of the Board of Directors to be elected by the holders of the Class
A capital stock shall be designated as Class A Directors, and the two
members of the Board of Directors to be elected by the holders of the Class
B capital stock shall be designated as Class B Directors. Any and all
dividends which may be distributed by the corporation, if, as and when
declared by the Board of Directors shall be distributed pro rata, without
regard to class, among the holders of the Class A, Class B, and Class C
capital stock, in accordance with the number of shares of any class held by
them. In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary of involuntary, the assets of the
corporation shall be distributed pro rata, without regard to class, among
the holders of the Class A, Class B, and Class C capital stock, in
accordance with the number of shares of any class held by them.
-2-
The one hundred (100) shares of capital stock of the corporation now issued
and outstanding, having no par value, are hereby changed as follows: Forty-five
(45) shares thereof are hereby changed into forty-five (45) shares of Class A
capital stock, having no par value; forty-five (45) shares thereof are hereby
changed into forty-five (45) shares of Class B capital stock, having no par
value and ten (10) shares thereof are hereby changed into ten (10) shares of
Class C capital stock, having no par value.
Be it further RESOLVED, that the foregoing proposed amendment in the
Certificate of Incorporation of the company shall be submitted for action
thereon by the stockholders of the company at a special meeting thereof to be
held on the 17th day of April, 1985, at 11:00 o'clock in the forenoon, and that
notice of the time, place and purposes of such meeting shall be given in
accordance with the requirements of the By-Laws of the company, consistent with
the proposed amendment.
CERTIFICATE OF CHANGE
---------------------
COPPER PIGMENT & CHEMICAL WORKS, INC., a corporation of New Jersey, does
hereby certify that it has adopted the foregoing amendment to its certificate of
incorporation, the said amendment having been declared by resolution of the
Board of Directors of the said corporation, as above recited, to be advisable,
and having been duly and regularly assented to by the unanimous vote of all the
stockholders, at a meeting duly called by the Board of Directors for that
purpose; and the written assent of the said stockholders is hereto appended.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by its President and Secretary
-3-
and its corporate seal to be hereto affixed the 17th day of April, 1958.
/s/ Albert Kerzner
----------------------------
Albert Kerzner
President
ATTEST:
/s/ Norman Feldman
- -----------------------------
Norman Feldman
Secretary
STATE OF NEW JERSEY )
) SS:
COUNTY OF ESSEX )
BE IT REMEMBERED, that on this 22nd day of April, 1958, before me, the
subscriber, a Notary Public of New Jersey, personally appeared Norman Feldman,
Secretary of Copper Pigment & Chemical Works, Inc., the corporation mentioned in
and which executed the foregoing certificate, who, being by me duly sworn, on
his oath says that he is such secretary, and that the seal affixed to said
certificate is the corporate seal of said corporation, the same being well known
to him; that Albert Kerzner is President of said corporation, and that he signed
said certificate and affixed said seal thereto, and delivered said certificate
by authority of the Board of Directors and with the unanimous assent of the
stockholders of said corporation as and for his voluntary act and deed, and the
voluntary act and deed of said corporation in the presence of deponent, who
thereupon subscribed his name thereto as witness.
And deponent further says that the assent hereto appended is signed by all
the stockholders of said corporation.
Subscribed and sworn to
before me the day and year /s/ Norman Feldman
first above written. ----------------------
Norman Feldman
Secretary
[SEAL]
/s/ Anna Mae Zukauskas
- ----------------------
Anna Mae Zukauskas
of New Jersey
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES NOV. 2, 1961
STOCKHOLDERS' ASSENT TO CHANGE
------------------------------
We, the undersigned, being all of the stockholders of Copper Pigment &
Chemical Works, Inc., having, at a meeting regularly called for the purpose,
voted in favor of amending and changing the certificate of incorporation as set
forth in the resolution of the Directors above recited, do now, pursuant to the
statute in such case made and provided, hereby give our written assent to said
change.
WITNESS our hands this 17th day of April, 1958.
Stockholders No. of Shares
------------ -------------
/s/ Edward Ehrenkrantz 1
- ----------------------
Edward Ehrenkrantz
/s/ Norman Feldman 10
- ----------------------
Norman Feldman
/s/ Albert Kerzner 88
- ----------------------
Albert Kerzner
/s/ Ivan Kerzner 1
- ----------------------
Ivan Kerzner
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
-of-
COPPER PIGMENT & CHEMICAL WORKS, INC.
-------------------------------------
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(a),
Corporations, General, of the New Jersey Statutes, the undersigned Corporation
executes the executes the following Certificate of Amendment to its Certificate
of Incorporation:
1. The name of the Corporation is COPPER PIGMENT & CHEMICAL WORKS, INC.
2. THE CERTIFICATE OF INCORPORATION WAS FILED BY THE SECRETARY OF State on
November 16, 1953.
3. Paragraph ""FIRST'' of the Certificate of Incorporation is hereby
amended to read as follows:
""FIRST: The name of the Corporation shall be C P CHEMICALS, INC.''
The foregoing amendment to the Certificate of Incorporation was duly
adopted at Special Joint Meeting of the Board of Directors and Stockholders held
October 6th, 1972.
by the unanimous affirmative vote of all of the directors of the Corporation and
of the holders of all of the issued and outstanding shares of the Corporation
entitled to vote thereon.
4. At the time of the adoption of said amendment, there were issued and
outstanding forty-five (45) shares of the Class A capital stock of the
Corporation, forty-five (45) shares of the Class B capital stock of the
Corporation and ten (10) shares of the Class C capital stock of the Corporation
of which only the Class A and Class B shares of such stock were entitled to vote
thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Certificate of Incorporation to be signed by its President this
26th day of October, 1972.
COPPER PIGMENT & CHEMICAL WORKS, INC.,
By: /s/ Norman Feldman
----------------------------------
NORMAN FELDMAN, President
CERTIFICATE OF MERGER
OF
C.P. CHEMICALS, INC.
(a Georgia corporation)
INTO
C.P. CHEMICALS, INC.
(a New Jersey corporation)
TO: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:1O-7 Corporations, General, of
the New Jersey Statutes, the undersigned corporations hereby execute the
following Certificate of Merger.
ARTICLE ONE
The names of the corporations proposing to merge and the names of the
States under the laws of which such corporations are organized, are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
C.P. Chemicals, Inc. New Jersey
(formerly known as
Copper Pigment &
Chemical Works, Inc.)
C.P. Chemicals Inc. Georgia
(formerly known as
Vertac Metal Chemicals Inc.)
ARTICLE TWO
The laws of Georgia, the State under which such foreign corporation is
organized, permit such merger and the applicable provisions of the laws of said
jurisdiction under which such foreign corporation was organized have been or,
upon compliance with filing and recording requirements will have been complied
with.
ARTICLE THREE
The name of the surviving corporation shall be C.P. Chemicals, Inc. and
it shall be governed by the laws of the State of New Jersey.
The total authorized capital stock of the surviving corporation shall.
be, as presently existing, 2,500 shares of common stock, each having a par value
of $1.00.
The address of the surviving corporation's registered office is Arbor
Street, Seawaren, New Jersey 07077 and the name of its registered agent at. such
address is Mr. Norman Feldman.
ARTICLE FOUR
The Plan of Merger, a copy of which is annexed hereto as Exhibit "A",
was approved by the sole shareholder and the board of directors of C.P.
CHEMICALS, INC., a New Jersey corporation, the surviving corporation, in the
manner prescribed by the New Jersey Business Corporation Act, and was approved
by the undersigned foreign corporation in the manner prescribed by the laws of
the State under which it is organized. No vote of the shareholders of the
surviving corporation was required because of the applicability of the
provisions of Section 14A:l0-3(4), Title 14A, Revised Statutes of New Jersey.
ARTICLE FIVE
As to each corporation whose shareholders are entitled to vote, the
number of shares entitled to vote thereon, and if the shares of any class or
series are entitled to vote thereon as a class, the designation and number of
shares of each such class or series, is as follows;
Designation of Number
Class or Series of Shares
Total Number Entitled to of Such
of Shares Vote as a Class or
Entitled Class Series
Name of Corporation to Vote (if any) (if any)
- ------------------- ------------ --------------- ---------
C.P. Chemicals, Inc.
(N J.) 2,500 None None
C.P. Chemicals, Inc.
(GA,) 1,000 None None
ARTICLE SIX
As to each corporation whose shareholders are entitled to vote, the
number of shares that voted for and against the merger respectively, and the
number of shares of any class or series entitled to vote as a class, if any,
that voted for and against the merger are:
Total Shares Total Shares
Name of Corporation Voted For Voted Against
- ------------------- ------------------ -------------
C.P. Chemicals Inc. 2,500 None
(N.J.)
C.P. Chemicals Inc 1,000 None
(GA.)
ARTICLE SEVEN
The effective date of this Certificate shall be October 31, 1985 or the
date of the filing thereof by the Secretary of State of New Jersey, whichever
date shall be later.
IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President as of the 11th
day of October, 1985.
C.P. CHEMICALS INC. (N.J.)
By: /s/ Jack C. Bendheim
Jack C Bendheim, Vice President
C.P. CHEMICALS, INC. (GA)
By: /s/ Jack C. Bendheim
Jack C. Bendheim, Vice President
STATEMENT OF POST MERGER ADDRESS
OF
C. P. CHEMICALS INC (GA.)
-------------------------
A MERGED CORPORATION
To: The Secretary of State
State of Georgia
C. P. CHEMICALS, INC., a domestic corporation baying been merged into
C. P. CHEMICALS INC., a New Jersey corporation being a foreign corporation, the
undersigned corporation hereby designates the following post-office address, to
which the Secretary of State may mail a copy of any process against the
undersigned corporation that may be served on him or to which any other
communications intended for the corporation shall be mailed:
Arbor Street, Seawaren, New Jersey 07077
Dated this 11th day of October, 1985
C.P. CHEMICALS, INC. (N.J.)
By: /s/ Jack C. Bendheim
-------------------------------------
Jack C. Bendheim, Vice President
CERTIFICATE OF MERGER
OF
SOUTHERN CALIFORNIA CHEMICAL CO., INC.
(a California corporation)
INTO
C.P. CHEMICALS, INC.
(a New Jersey corporation)
TO: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:lO-7 Corporations,
General, of the New Jersey Statutes, the undersigned corporations hereby execute
the following Certificate at Merger.
ARTICLE ONE
The names of the corporations proposing to merge and the names
of the States under the laws of which such corporations are organized, are as
follows:
Name of Corporation State of Incorporation
C.P. Chemicals, Inc. New Jersey
(formerly known as
Copper Pigment &
Chemical Works, Inc.)
Southern California Chemical California
Co., Inc.
ARTICLE TWO
The laws of California, the State under which such foreign
corporation is organized, permit merger and the applicable provisions of the
laws of said jurisdiction under which such foreign corporation was organized
have been, or, upon compliance with filing and recording requirements will have
been, complied with.
ARTICLE THREE
The name of the surviving corporation shall be C.P. CHEMICALS, INC. and
it shall be governed by the laws of the State of New Jersey.
The total authorized capital Stock of the surviving corporation shall
be, as presently existing, 2,500 shares of common stock, each having a par value
of $1.00.
The address of the surviving corporation's registered office is Arbor
Street, Seawaren, New Jersey 07077 and the name of its registered agent at such
address is Mr. Norman Feldman
ARTICLE FOUR
The Plan of Merger, a copy of which is annexed hereto as Exhibit A was
approved by the board of directors of C.P. CHEMICALS, INC., a New Jersey
corporation, the surviving corporation, in the manner prescribed by the New
Jersey Business Corporation Act, and was approved by the' undersigned foreign
corporation in the manner prescribed by the laws of the State under which it is
organized. No vote of the shareholders of the surviving corporation was required
because of the applicability of the provisions of Section 14A:10-3(4), Title
14A, Revised Statutes of New Jersey.
ARTICLE FIVE
The effective date of this Certificate shall be July 31, 1987 or the
date of the filing hereof by the Secretary of State of New Jersey, whichever
date shall be later.
IN WITNESS WHEREOF, each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President as of the 21st
day of July, 1997.
C.P. CHEMICALS, INC.
By: /s/ Jack C. Bendheim
------------------------------------
Jack C. Bendheim, President
SOUTHERN CALIFORNIA
CHEMICAL CO., INC.
By: /s/ Jack C. Bendheim
------------------------------------
Jack C. Bendheim, President
EXHIBIT A
PLAN OF MERGER
OF
SOUTHERN CALIFORNIA CHEMICAL CO. INC. INTO C.P. CHEMICALS, INC.
1. It is proposed to merge Southern California Chemical Co., Inc., a
California corporation, into C.P. Chemicals, Inc., a New Jersey corporation, so
that the latter corporation shall be the surviving corporation. Said
corporations are hereinafter referred to, respectively, as the California
corporation and the New Jersey or surviving corporation.
2. The terms and conditions of the merger are as follows:
(a) On the effective date of this Plan, all of the shares of stock of
the California corporation which shall be authorized, issued or outstanding
shall be surrendered and canceled and each of the certificates evidencing said
shares shall be endorsed to indicate their cancellation by reason of merger
pursuant to this Plan.
(b) The authorized, issued and outstanding shares of the New Jersey
corporation, the surviving corporation, shall not be changed in any respect, and
no change shall be effected with respect to the provisions of the certificate of
incorporation of said surviving corporation.
(c) Upon the effective date of this Plan, the separate existence of the
California corporation shall cease and said corporation shall be merged into the
surviving corporation and the surviving corporation shall possess all the
rights, privileges, powers, and franchises of a public and private nature and
shall be subject to all the duties at said California corporation: all of the
rights, privileges, powers and franchises of laid California corporation, and
all property, real, personal, and mixed, and all debts due to said California
corporation on whatever account shall be vested in the surviving corporation;
and all property, rights, privileges, powers, contracts, and franchises and
every other interest of said California corporation shall be thereafter
effectively the property of the surviving corporation as they were of said
California corporation; but all rights of creditor, and all liens upon any
property of said California corporation shall be preserved unimpaired and all
debts, liabilities and duties of said California corporation shall thenceforth
attach to the surviving corporation and be enforceable against
said surviving corporation to the same extent as if said debts, liabilities and
duties had been incurred or contracted by said surviving corporation.
(d) if, at any time, the surviving consider that any further assignments
or assurances in law or any other acts or deeds are necessary or desirable to
vest in the surviving corporation, according to the terms hereof, the title to
any property or rights of said California corporation, the proper officers and
directors of said California corporation shall make and execute all such
assignments and assurances and do all things necessary or proper to vest title
in such property or rights in the surviving corporation and Otherwise to carry
out the purposes of this Plan.
(e) Upon the effective date of the merger, the assets and liabilities of
maid California corporation shall be carried on the books of the surviving
corporation at the amounts at which they are respectively carried on such date
on the books of said California corporation. The capital surplus and earned
surplus of the surviving corporation shall be the sum of the respective capital
surpluses and earned surpluses of the corporations party to this Plan, subject
in each case to such intercompany or accounting adjustments as may be
appropriate or may be required to give effect to the merger. The aggregate
amount, if any, of the net assets of the corporations party to this Plan which
was legally available for the payment of dividends immediately prior to the
merger, to the extent that the value thereof is not transferred to stated
capital by the issuance of shares or otherwise, shall continue to be available
for payment of dividends by the surviving corporation.
(f) The directors and officers of the corporation shall continue in
office until they resign and their successors are duly elected.
(g) The by-laws of the surviving corporation, as they shall exist on
the effective date of this merger, shall be and remain the by-laws of the
surviving corporation until the same shall be altered, amended or repealed as
therein provided.
4. The effective date of this Plan shall be July 31, 1987 or as soon
thereafter as the Certificate of Merger with respect to the Merger is filed by
the Secretary of State of New Jersey, whichever is later.
5. The President, other officers and directors of each of the
corporations which are party to this Plan shall be authorized and directed to
prepare and execute such agreements, certificates and other documents as may be
necessary in order to carry out this Plan.
6. Anything herein or elsewhere to the contrary notwithstanding, this
Plan may be terminated and abandoned by mutual consent of the Board of Directors
of either corporation party hereto at any time prior to the effective date of
this Plan, If, in the opinion of said Boards of Directors the merger is
impractical or undesirable for any reason whatsoever.
Dated: July 21, 1987
C.P. CHEMICALS, INC.
By: /s/ Jack C. Bendheim
--------------------
Jack C. Bendheim President
SOUTHERN CALIFORNIA
CHEMICAL CO., INC.
By: /s/ Jack C. Bendheim
--------------------
Jack C. Bendheim, President
CERTIFICATE OF MERGER
OF
C. P. INORGANICS, INC.
(An Illinois Corporation)
AND
CHEM-EX CORPORATION
(An Illinois Corporation)
INTO
C. P. CHEMICALS, INC.
(A New Jersey Corporation)
UNDER SECTION 14A:l0-7 CORPORATIONS, GENERAL,
OF NEW JERSEY STATUTES
Pursuant to the provisions of Section 14A:l0-7 Corporations, General, of
New Jersey Statutes, the undersigned corporations hereby execute the following
Certificate of Merger:
1. (a) The name of each subsidiary corporation to be merged is as
follows:
C.P. Inorganic., Inc. (incorporated in Illinois)
Chem-Ex Corporation (incorporated in Illinois)
(b) The name of the surviving corporation is C.P. Chemicals, Inc.,
(incorporated in New Jersey), and following the merger its name shall be C.P.
Chemicals, Inc. Following the merger the surviving corporation shall continue to
be governed by the laws of the State of New Jersey.
2. The laws of Illinois, the state under which such foreign subsidiary
corporations are organized, permit such merger: and the applicable provisions of
the laws of such jurisdiction have been, or upon compliance with filing and
recording requirements will have been, complied with.
3. The total authorized capital stock of the surviving corporation
shall be, as presently existing, 2,500 shares of common stock, par value $1.00
per share. The address of the surviving corporations registered office is Arbor
Street, Sewaren, New Jersey 07077, and the name of the registered agent at such
address is Mr. I. David Paley.
4. As to each subsidiary corporation to be merged, the designation and
number of outstanding shares of each class, and the number of such shares of
each class owned by the surviving corporation, are as follows:
C.P. Inorganics. Inc. (incorporated in Illinois):
525 shares of common stock outstanding; 525 shares of common stock
owned by the surviving corporation
Chem-Ex Corporation (incorporated in Illinois):
1,000 shares of common stock outstanding; 1,000 shares of common
stock owned by the surviving corporation.
The number of shares of each subsidiary corporation outstanding and owned by the
surviving corporation, as set forth above, is not subject to change prior to the
effective date of the merger.
5. The Plan of Merger, a copy of which is annexed hereto as Exhibit "A"
hereof, was adopted by the board of directors of C.P. Chemicals, Inc., a New
Jersey Corporation and the surviving corporation, on March 1, 1993, in the
manner prescribed by the New Jersey Business Corporation Act, and was approved
by the undersigned foreign corporations in the manner prescribed by the laws of
the State of Illinois, under which they are organized. No vote of the
shareholders of the surviving corporation was required because of the
applicability of the provisions of Section 14A: 10-3(4), Title 14A, Revised
Statutes of New Jersey.
IN WITNESS WHEREOF, each of the undersigned corporations has caused this
Certificate of merger to be executed in its name by its President as of the lst
day of March, 1993.
C.P. CHEMICALS, INC.
By: /s/ I. David Paley
--------------------------------
I. David Paley, President
C.P. INORGANICS INC
By: /s/ Jack C. Bendheim
--------------------------------
Jack C. Bendheim, President
CHEM-EX CORPORATION
By: /s/ Jack C. Bendheim
--------------------------------
Jack C. Bendheim, President
EXHIBIT "A"
PLAN OF MERGER
FIRST: (a) The name of each subsidiary corporation to be merged is as
follows: C.P. Inorganics, Inc. (incorporated in Illinois) and Chem-Ex
Corporation (incorporated in Illinois).
(b) The name of the surviving corporation is C.P. Chemicals,
Inc. (incorporated in New Jersey), and following the merger its name shall be
C.P. Chemicals, Inc.
SECOND: (a) As to each subsidiary corporation to be merged, the
designation and number of outstanding shares of each class, and the number of
such shares of each class owned by the surviving corporation, are as follows:
C.P. Inorganics. Inc.:
525 shares of common stock outstanding; 525 shares of common stock
owned by the surviving corporation.
Chem-Ex Corporation.:
1,000 shares of common stock outstanding; 1,000 shares of common
stock owned by the surviving corporation.
(b) The number of shares of each subsidiary corporation
outstanding and owned by the surviving corporation, set forth above in paragraph
"SECOND (a)", is not subject to change prior to the effective date of the
merger.
THIRD: The terms and conditions of the merger are as follows:
(a) On the effective date of this Plan, all of the issued and
outstanding shares of stock of the subsidiary corporations to be merged
hereunder, identified in paragraph "FIRST (a)"
hereof, shall be surrendered and canceled, and each of the certificates
evidencing such shares shall be endorsed to indicate their cancellation by
reason of merger pursuant to this Plan.
(b) The issued and outstanding shares of the surviving
corporation, identified in paragraph "FIRST (b)" hereof, shall not be changed in
any respect, and no change shall be effected with respect to the provisions of
the certificate of incorporation of such surviving corporation.
(c) On the effective date of this Plan, the separate
existence of each of the subsidiary corporations identified in paragraph "FIRST
(a)" hereof shall cease and such corporations shall be merged into the surviving
corporation, and the surviving corporation shall possess all rights, privileges,
powers and franchises of a public and private nature and shall be subject to all
the duties of each such subsidiary corporation; all of the rights, privileges,
powers and franchises of each such subsidiary corporation, and all property,
real, personal, and mixed (including all debts due to any of such subsidiary
corporations on whatever account) of each such subsidiary corporation, shall be
vested in the surviving corporation; and all property, rights, privileges,
powers, contracts, and franchises and every other interest of each such
subsidiary corporation shall be thereafter effectively the property of the
surviving corporation as they were of the respective subsidiary corporations;
but all rights of creditors and all liens upon any property of any such
subsidiary corporation shall be preserved unimpaired, and all debts, liabilities
and duties of each such subsidiary corporation shall thenceforth attach to the
surviving corporation and be enforceable against such surviving corporation to
the same extent AS it such debts, liabilities and duties had been incurred or
contracted by the surviving corporation.
(d) If, at any time, the surviving corporation shall consider
that any further assignments or assurances in law or any other acts or deeds are
necessary or desirable to vest in the surviving corporation, according to the
terms hereof, the title to any property or rights of any merging subsidiary
corporation, the proper officers and directors of such subsidiary corporation
shall make and execute all such assignments and assurances and do all things
necessary or proper to vest title in such property or rights in the surviving
corporation and otherwise to carry out the purposes of this Plan.
(e) On the effective date of this Plan, the assets and
liabilities of each merging subsidiary corporation shall be carried on the books
of the surviving corporation at the amounts at which they are respectively
carried on such date on the books of the subsidiary corporations. The capital
surplus and earned surplus of the surviving corporation shall be the sum of the
respective capital surpluses and earned surpluses of the merging subsidiary
corporations and the surviving corporation, subject in each case to such inter
company or accounting adjustments as may be appropriate. The aggregate amount,
if any, of the net assets of the merging subsidiary corporations and the
surviving corporation which was legally available for the payment of dividends
immediately prior to the merger, to the extent that the value thereof is not
transferred to stated capital by the issuance of shares or otherwise, shall
continue to be available for payment of dividends by the surviving corporation.
(f) The directors and officers of the surviving corporation
shall continue in office until the expiration of their terms and the election of
their respective successors, or until their earlier death, resignation or
removal.
(g) The by-laws of the surviving corporation, as they shall
exist on the effective date of this merger, shall be and remain the by-laws of
the surviving corporation until the same shall be altered, amended or repealed
as therein provided.
FOURTH: The effective date of this Plan shall be the later of the
following: (I) the date on which the Certificate of Merger with respect to the
merger is filed by the Secretary of State of New Jersey;
FIFTH: Under Illinois law, shareholders of a merging subsidiary
corporation have the right to dissent to a proposed merger. As stated above in
paragraph "SECOND (a)," C. P. Chemicals, Inc., the surviving corporation under
the present Plan of Merger, owns all of the outstanding shares of each merging
subsidiary corporation, both of which are incorporated in Illinois. Distribution
of this Plan of Merger shall constitute notice to the sole shareholder of the
subsidiary corporations of its right to dissent under Illinois law. Adoption of
this Plan of Merger by the unanimous written consent of the directors of C.P.
Chemicals, Inc., the sole shareholder of the subsidiary corporation., shall
constitute the written consent of such sole shareholder for the merger.
SIXTH: The President, Treasurer/Secretary, and other officers and
directors of the surviving corporation are hereby authorized and directed to
prepare and execute such agreements, certificates and other documents as may be
necessary or appropriate in order to carry out this Plan.
SEVENTH: Anything herein or elsewhere to the contrary notwithstanding,
this Plan may be terminated and abandoned by consent of the Board of Directors
of the surviving corporation at any time
prior to the effective date of this Plan, if, in the opinion of such Board of
Directors, the merger is impractical or undesirable for any reason whatever.
CERTIFICATE OF MERGER
OF
KEYSTONE PLATING SUPPLY, INC.
(A Michigan Corporation)
INTO
C. P. CHEMICALS, INC.
(A New Jersey Corporation)
UNDER SECTION 14A:lO-7 CORPORATIONS, GENERAL,
OF NEW JERSEY STATUTES
Pursuant to the provisions of Section 14A:lO-7 Corporations, General, of
New Jersey Statutes, the undersigned corporations hereby execute the following
Certificate of Merger:
1. (a) The name of the subsidiary corporation to be merged is as
follows: Keystone Plating Supply, Inc. (incorporated in Michigan).
(b) The name of the surviving corporation is C.P. Chemicals, Inc.
(incorporated in New Jersey), and following the ( merger its name shall be C.P.
Chemicals, Inc. Following the merger the surviving corporation shall continue to
be governed by the laws of the State of New Jersey.
2. The laws of Michigan, the state under which such foreign subsidiary
corporation is organized, permit such merger; and the applicable provisions of
the laws of such jurisdiction have been, or upon compliance with filing and
recording requirements will have been, complied with.
3. The total authorized capital stock of the surviving corporation
shall be, as presently existing, 2,500 shares of common stock, par value $1.00
per share. The address of the surviving corporation's registered office is Arbor
Street, Sewaren, New Jersey 07077, and the name of the registered agent at such
address is Mr. I. David Paley.
4. As to the subsidiary corporation to be merged, the designation and
number of outstanding shares of each class, and the number of such shares of
each class owned by the surviving corporation, are as follows:
Keystone Plating Supply, Inc. (incorporated in Michigan):
1 share of common stock outstanding: 1 share of
common stock owned by the surviving corporation.
The number of shares of the subsidiary corporation outstanding and owned
by the surviving corporation, as set forth above, is not subject to change prior
to the effective date of the merger.
5. The Plan of Merger, a copy of which is annexed hereto as Exhibit "A"
hereof, was adopted by the board of directors of C.P. Chemicals, Inc., a New
Jersey Corporation and the surviving corporation, on December 10, 1993, in the
manner prescribed by the New Jersey Business Corporation Act, and was approved
by the undersigned foreign corporation (Keystone Plating Supply, Inc.) in the
manner prescribed by the laws of the State of Michigan, under which it is
organized. No vote of the shareholders of the surviving corporation was required
because of the applicability of the provisions of Section 14A: 10-3(4), Title
14A, Revised Statutes of New Jersey.
IN WITNESS WHEREOF, each of the undersigned corporations has caused this
Certificate of merger to be executed in its name by its President as of the 10th
day of December, 1993.
C.P. CHEMICALS, INC.
By: /s/ I. David Paley
------------------
I. David Paley, President
KEYSTONE PLATING SUPPLY, INC
By: /s/ Jack C. Bendheim
--------------------
Jack C. Bendheim, President
EXHIBIT "A"
PLAN OF MERGER
FIRST: (a) The name of the subsidiary corporation to be merged is as
follows: Keystone Plating Supply, Inc. (incorporated in Michigan).
(b) The name of the surviving corporation is C P. Chemicals,
Inc. (incorporated in New Jersey), and following the merger its name shall be
C.P. Chemicals, Inc.
SECOND: (a) As to the subsidiary corporation to be merged, the
designation and number of outstanding shares of each class, and the number of
such shares of each class owned by the surviving corporation, are as follows:
1. share of common stock outstanding; 1 share of common stock owned by the
surviving corporation.
(b) The number of shares of the subsidiary corporation
outstanding and owned by the surviving corporation, set forth above in paragraph
"SECOND (a)", is not subject to change prior to the effective date of the
merger.
THIRD: The terms and conditions of the merger are as follows:
(a) On the effective date of this Plan, all of the issued and
outstanding shares of stock of the subsidiary corporation to be merged
hereunder, identified in paragraph "FIRST (a)" hereof, shall be surrendered and
canceled, and each of the certificates evidencing such shares shall be endorsed
to indicate their cancellation by reason of merger pursuant to this Plan.
(b) The issued and outstanding shares of the surviving
corporation, identified in paragraph "FIRST (b)" hereof, shall not be changed in
any respect, and no change shall be effected with respect to the provisions of
the certificate of incorporation of such surviving corporation.
(c) On the effective date of this Plan, the separate existence
of the subsidiary corporation identified in paragraph "FIRST (a)" hereof shall
cease and such corporation shall be merged into the surviving corporation, and
the surviving corporation shall possess all rights, privileges, powers and
franchises of a public and private nature and shall be subject to all the duties
of such subsidiary corporation; all of the rights, privileges, powers and
franchises of such subsidiary corporation, and all property, real, personal, and
mixed (including all debts due to such subsidiary corporation on whatever
account) of such subsidiary corporation, shall be vested in the surviving
corporation; and all property, rights, privileges, powers, contracts, and
franchises and every other
interest of such subsidiary corporation shall be thereafter effectively the
property of the surviving corporation as they were of the subsidiary
corporation; but all rights of creditors and all liens upon any property of such
subsidiary corporation shall be preserved unimpaired, and all debts, liabilities
and duties of such subsidiary corporation shall thenceforth attach to the
surviving corporation and be enforceable against such surviving corporation to
the same extent as if such debts, liabilities and duties had been incurred or
contracted by the surviving corporation.
(d) If, at any time, the surviving corporation shall consider
that any further assignments or assurances in law or any other acts or deeds are
necessary or desirable to vest in the surviving corporation, according to the
terms hereof, the title to any property or rights of the merging subsidiary
corporation, the proper officers and directors of such subsidiary corporation
shall make and execute all such assignments and assurances and do all things
necessary or proper to vest title in such property or rights in the surviving
corporation and otherwise to carry out the purposes of this Plan.
(e) On the effective date of this Plan, the assets and
liabilities of the merging subsidiary corporation shall be carried on the books
of the surviving corporation at the amounts at which they are respectively
carried on such date on the books of the subsidiary corporation. The capital
surplus and earned surplus of the surviving corporation shall be the sum of the
capital surplus and earned surplus of the merging subsidiary corporation and the
surviving corporation, subject to such intercompany or accounting adjustments as
may be appropriate. The aggregate amount, if any, of the net assets of the
merging subsidiary corporation and the surviving corporation which was legally
available for the payment of dividends immediately prior to the merger, to the
extent that the value thereof is not transferred to stated capital by the
issuance of shares or otherwise, shall continue to be available for payment of
dividends by the surviving corporation.
(f) The directors and officers of the surviving corporation
shall continue in office until the expiration of their terms and the election of
their respective successors, or until their earlier death, resignation or
removal.
(g) The by-laws of the surviving corporation, as they shall
exist on the effective date of this merger, shall be and remain the by-laws of
the surviving corporation until the same shall be altered, amended or repealed
as therein provided.
FOURTH: The effective date of this Plan shall be the later of the
following: (i) the date on which the Certificate of Merger with respect to the
merger is filed by the Secretary of State of New Jersey; (ii) or the date on
which the Certificate of Merger with respect to the merger is filed with the
Secretary of State of Michigan: or (iii) December 31, 1993.
FIFTH: Under Michigan law, shareholders of a merging subsidiary
corporation have the right to dissent to a proposed merger. As stated above in
paragraph "SECOND (a)," C. P. Chemicals, Inc., the surviving corporation under
the present Plan of Merger, owns all of the outstanding shares of the merging
subsidiary corporation, which is incorporated in Michigan. Distribution of this
Plan of Merger shall constitute notice to the sole shareholder of the subsidiary
corporation of its right to dissent under Michigan law. Adoption of this Plan of
Merger by the unanimous written consent of the directors of C.P. Chemicals,
Inc., the sole shareholder of the subsidiary corporation, shall constitute the
written consent of such sole shareholder for the merger.
SIXTH: The President, Treasurer/Secretary, and other officers and
directors of the surviving corporation are hereby authorized and directed to
prepare and execute such agreements, certificates and other documents as may be
necessary or appropriate in order to carry out this Plan.
SEVENTH: Anything herein or elsewhere to the contrary notwithstanding,
this Plan may be terminated and abandoned by consent of the Board of Directors
of the surviving corporation at any time prior to the effective date of this
Plan, if, in the opinion of such Board of Directors, the merger is impractical
or undesirable for any reason whatever.
CERTIFICATE OF MERGER
OF
SEABOARD MINERAL SUPPLY, INC.
(A Pennsylvania Corporation)
INTO
C. P. CHEMICALS, INC.
(A New Jersey Corporation)
UNDER SECTIONS 14A:10-5.l AND 14A:l0-7 OF
THE NEW JERSEY BUSINESS CORPORATION ACT
The undersigned domestic corporation, C. P. Chemicals, Inc., and its
wholly-owned foreign subsidiary, Seaboard Mineral Supply, Inc., desiring to
merge, do hereby certify as follows:
1. Names of Merging and Surviving Corporations. (a) The name of the
subsidiary corporation to be merged is Seaboard Mineral Supply, Inc.
(incorporated in Pennsylvania)
(b) The name of the surviving corporation is C. P. Chemicals, Inc.
(incorporated in New Jersey), and following the merger its name shall continue
to be C. P. Chemicals, Inc.
2. Plan of Merger. The Plan of Merger is set forth on Exhibit "A"
attached hereto and hereby made a part hereof.
3. Approval By Directors. The Board of Directors of the surviving parent
corporation approved the Plan of Merger on May 27, 1994.
4. Subsidiary Shares Outstanding and Owned By Surviving Parent
Corporation. As to the subsidiary corporation to be merged, the designation and
number of outstanding shares of each class, and the number of such shares of
each class owned by the surviving corporation, are as follows:
1,000 shares of common stock outstanding; 1,000 shares of common
stock owned by the surviving corporation.
The number of shares of the subsidiary corporation outstanding and owned by the
surviving corporation, as set forth above, is not subject to change prior to the
effective date of the merger.
5. Additional Information Relating to Foreign Corporation. The
applicable provisions of the laws of the Commonwealth of Pennsylvania, the
jurisdiction under which the foreign subsidiary corporation to be merged
hereunder is organized, have been, or, upon compliance with filing and recording
requirements, will have been, complied with in connection with the proposed
merger.
IN WITNESS WHEREOF, the undersigned corporations have signed this
certificate on the 27 day of May, 1994.
Surviving Corporation:
C.P. CHEMICALS, INC.
(A New Jersey Domestic Corporation)
/s/ I. David Paley
---------------------------
I. David Paley, President
Corporation To Be Merged:
SEABOARD MINERAL SUPPLY, INC.
(A Pennsylvania Corporation and
100% Subsidiary of C. P. Chemicals, Inc.)
/s/ Marvin S. Sussman
---------------------------
Marvin S. Sussman, President
PLAN OF MERGER
FIRST: (a) The name of the constituent corporation to be merged is as
follows: Seaboard Mineral Supply, Inc., a Pennsylvania corporation which is a
wholly-owned subsidiary of the surviving corporation. The name of the surviving
corporation is C.P. Chemicals, Inc., a New Jersey corporation, and following the
merger its name shall continue to be C. P. Chemicals, Inc.
SECOND: (a) As to the corporation to be merged, the designation and
number of outstanding shares of each class and series, and the voting rights
thereof, including information relating to class voting, if any, are as follows:
No. of Voting Rights and
Class Series Shares Outstanding Class Voting
----- ------ ------------------ ------------------
Common None 1,000 Full voting rights
(no class voting)
(b) As to the surviving corporation, the designation and
number of outstanding shares of each class and series, and the voting rights
thereof, including information relating to class voting, if any, are as follows:
No. of Voting Rights and
Class Series Shares Outstanding Class Voting
----- ------ ------------------ ------------------
Common None 2,500 Full voting rights
(no class voting)
(c) The number of outstanding shares in each class of the
corporation to be merged and of the surviving corporation, as set forth above in
subparagraphs (a) and (b) of paragraph "SECOND," is not subject to change prior
to the effective date of the merger.
THIRD: The terms and conditions of the merger are as follows: On the
effective date of this Plan: (i) all of the issued and outstanding shares of the
corporation to be merged shall be canceled, and each of the certificates
evidencing such shares shall be endorsed to indicate their cancellation by
reason of merger pursuant to this Plan.
FOURTH: The Certificate of Incorporation of the surviving corporation
will be not be amended in connection with the merger.
FIFTH: (a) On the effective date of this Plan, the separate existence
of the corporation to be merged shall cease and such corporation shall be merged
into the surviving corporation, and the surviving corporation shall possess all
the rights, privileges, powers and franchises of a public and private nature and
shall be subject to all the duties of such corporation to be merged; all of the
rights, privileges, powers and franchises of such corporation to be merged, and
all property, real, personal, and mixed (including all debts due to such
corporation on whatever account) of such corporation to be merged, shall be
vested in the surviving corporation; and all property, rights, privileges,
powers, contracts, and franchises and every other interest of such corporation
to be merged shall be thereafter effectively the property of the surviving
corporation as they were of the corporation to be merged; but all rights of
creditors and all liens upon any property of such corporation to be merged shall
be preserved unimpaired, and all debts, liabilities and duties of such
corporation to be merged shall thenceforth attach to the surviving corporation
and be enforceable against such surviving corporation to the same extent as if
such debts, liabilities and duties had been incurred or contracted by the
surviving corporation.
(b) If, at any time, the surviving corporation shall consider that any
further assignments or assurances in law or any other acts or deeds are
necessary or desirable to vest in the surviving corporation, according to the
terms hereof, the title to any property or rights of the merging corporation,
the proper officers and directors of such merging corporation shall make and
execute all such assignments and assurances and do all things necessary or
proper to vest title in such property or rights in the surviving corporation and
otherwise to carry out the purposes of this Plan.
(c) On the effective date of this Plan, the assets and liabilities of
the merging corporation shall be carried on the books of the surviving
corporation at the amounts at which they are carried on such date on the books
of the merging corporation. The capital surplus and earned surplus of the
surviving corporation shall be the sum of the capital surpluses and earned
surpluses of the merging corporation and the surviving corporation, subject to
such intercompany or accounting adjustments as may be appropriate. The aggregate
amount, if any, of the net assets of the merging corporation and the surviving
corporation which was legally available for the payment of dividends immediately
prior to the merger, to the extent that the value thereof is not transferred to
stated capital by the issuance of shares or otherwise, shall continue to be
available for payment of dividends by the surviving corporation.
(d) The directors and officers of the surviving corporation shall
continue in office until the expiration of their terms and the election of their
respective successors, or until their earlier death, resignation or removal.
(e) The by-laws of the surviving corporation, as they shall exist on the
effective date of this merger, shall be and remain the by-laws of the surviving
corporation until the same shall be altered, amended or repealed as therein
provided.
SIXTH: The effective date of this Plan shall be the date on which the
Certificate of Merger with respect to the merger is filed by the Secretary of
State of New Jersey.
SEVENTH: The President, Treasurer/Secretary, and other officers and
directors of the merging and of the surviving corporation are hereby authorized
and directed to prepare and execute such agreements, certificates and other
documents as may be necessary or appropriate in order to carry out this Plan.
EIGHTH: Anything herein or elsewhere to the contrary notwithstanding,
this Plan may be terminated and abandoned by consent of the Board of Directors
of the merging corporation or of the surviving corporation at any time prior to
the effective date of this Plan, if, in the opinion of such Board of Directors,
the merger is impractical or undesirable for any reason whatever.
FILED
OCT 22 2003
State Treasurer
Certificate of Amendment to the
Certificate of Incorporation of
C P Chemicals, Inc.
(Formerly Copper Pigment & Chemical Works, Inc.)
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(5),
Corporation General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is: C P Chemicals, Inc. (Formerly Copper Pigment
& Chemical Works, Inc.)
2. The following amendment to the Certificate of Incorporation was approved by
the Board of Directors and thereafter duly adopted by the sole shareholder of
the corporation on the 21st day of October 2003;
Resolved, that Article Third of the Certificate of Incorporation be amended to
read as follows;
(Article) Third: The objects for which this corporation is formed are;
- ---------------
To conduct the business of buying, selling or dealing in and with vegetable,
animal or mineral matter of all descriptions, whether new or used and without
regard to the shape or form in which the same amy be, and in connection with
this general purpose, to do any and all things in connection with such
materials including handling, processing, reforming, re-constituting,
disintegrating or treating such material in any way in which the company may
deem advantageous, including the manufacturing of products therefrom in any
shape or form.
For the purpose of conducting its business to maintain such plants of whatever
description the same may be as the business may require, and to maintain such
stores, warehouses, depots or plants in such place or places as may be in the
best interests of the business.
To do any and all the foregoing things in any part of the world, either as
principal, agent, broker, sales agency, contractor, trustee, or in any capacity
which shall be in the best interest of the Company.
To conduct its business and have one or more officers and unlimitedly and
without restriction and to hold, purchase, lease, mortgage, and convey, real and
personal property in or out of the State, and in such place and places in the
several states and territories of the United States, the District of Columbia,
colonial possession or territorial acquisitions of the United States and in
foreign countries as shall from time to time be found necessary and convenient
for the purpose of the company's business.
To borrow or lend money and in this connection, to make and issue, or receive,
promissory notes, bills of exchange, bonds, debentures and evidences of
indebtedness of the company or of others, secured by mortgage, pledge or
otherwise, without limit as to the amount, and with security for the same in any
lawful manner as may be determined by the board of directors.
Subject to the provisions of law, the company may purchase or otherwise acquire,
hold and re-issue the shares of its capital stock.
To do any or all of these things this certificate sets forth, as objects,
purpose, powers or otherwise, to the same extent and as fully as natural persons
might or could do.
And in general, to carry on any other business in connection with the foregoing,
and to have and exercise all the powers conferred by Title 14A, Corporations,
General;, of the New Jersey Statutes, and to do any or all of the things
hereinbefore set forth to the same extent as natural persons might or could do,
and in any part of the world.
3. With respect to the corporation, the following table shows the number of
shares entitled to vote thereon, the number of shares voted for, and the number
of shares voted against the amendment.
Shares Shares Shares
Entitled to For Against
Shareholder Vote Amendment Amendment
----------- ---- --------- ---------
Phibro Animal Health 2,500 2,500 0
Corporation
4. This amendment is effective upon filing.
By: /s/ David C. Storbeck
-----------------------------------------------
Name: David C. Storbeck
Title: Chief Financial Officer, Vice President
Dated this 21st day of October, 2003