EXHIBIT 3.2(A)
State of Delaware
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OFFICE OF THE SECRETARY OF STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "PLASTIPAK PACKAGING, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF MAY, A.D.
1982, AT 10 O'CLOCK A.M.
RESTATED CERTIFICATE, FILED THE TWENTY-FIFTH DAY OF SEPTEMBER, A.D.
1996, AT 9 O'CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE SECOND DAY OF NOVEMBER, A.D. 1999, AT
4:30 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
[SEAL] /s/ Harriet Smith Windsor
----------------------------------------
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 1155728
DATE: 05-25-01
FILED
MAY 24 1982
[SIGNATURE]
CERTIFICATE OF INCORPORATION
OF
PLASTIPAK PACKAGING, INC.
1. The name of the corporation is PLASTIPAK PACKAGING, INC.
2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is: To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is Fifty Thousand (50,000) and the par value of each of such
shares is One Dollar ($1.00) amounting in the aggregate to Fifty Thousand
Dollars ($50,000.00).
The number of the authorized shares of any class or classes of stock
may be increased or decreased by the affirmative vote of the holders of a
majority of the stock of the corporation entitled to vote.
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
K. L. Husfelt 100 West Tenth Street
Wilmington, Delaware 19801
B. A. Schuman 100 West Tenth Street
Wilmington, Delaware 19801
E. L. Kinsler 100 West Tenth Street
Wilmington, Delaware 19801
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6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in
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value of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.
9. 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 stockholders
herein are granted subject to this reservation.
WE THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying this is our act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 24th day of May, 1982.
/s/ K. L. Husfelt
--------------------------------
K. L. Husfelt
/s/ B. A. Schuman
---------------------------------
B. A. Schuman
/s/ E. L. Kinsler
---------------------------------
E. L. Kinsler
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/25/1996
960279201-937964
AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION
PLASTIPAK PACKAGING, INC.
Adopted in accordance with the
provisions of Section 245 of the General
Corporation Law of the State of Delaware
Michael J. Plotzke, being the Treasurer of Plastipak Packaging, Inc., a
corporation organized on May 24, 1982, and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows
1. That the Board of Directors of the Corporation pursuant to written
consent and in accordance with Sections 141(f) and 245 of the General
Corporation Law of the State of Delaware, adopted the resolution set forth
below:
RESOLVED, that the Certificate of Incorporation of the
Corporation is hereby amended and restated in its entirety as set
forth in Exhibit A (the "Amended and Restated Certificate")
attached hereto and made a part hereof, and that the Amended and
Restated certificate be adopted by the Corporation's stockholders
and filed with the Delaware Secretary of State.
2. That the stockholders of the Corporation, by written consent,
approved and adopted the Amended and Restated Certificate in accordance with
Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware.
3. The foregoing Amended and Restated Certificate has been duly adopted
pursuant to the provisions of Sections 242 and 245 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the Treasurer hereinabove
named, for the purpose of amending and restating the Certificate of
Incorporation of the Corporation pursuant to the General Corporation Law of the
State of Delaware, under penalties of perjury does hereby
declare and certify that this is the act and deed of the Corporation and the
facts stated herein are true, and accordingly has hereunto signed this Amended
and Restated Certificate of Incorporation this 24th day of September, 1996.
By: /s/ Michael J. Plotzke
-----------------------------------
Michael J. Plotzke, Treasurer
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EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF PLASTIPAK PACKAGING, INC.
ARTICLE ONE
The name of the Corporation is Plastipak Packaging, Inc.
ARTICLE TWO
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
19801. The name of its registered agent at such address is The Corporation Trust
Company. The registered office and/or registered agent of the corporation may
be changed from time to time by action of the board of directors.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted 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 "Delaware
General Corporation Law") either alone or with others through wholly or
partially owned subsidiaries, as a partner (limited or general) in any
partnership, as a member in a limited liability company, as a joint venturer in
any joint venture, or otherwise.
ARTICLE FOUR
The aggregate number of shares of stock which the Corporation has
authority to issue is 50,000 consisting of 50,000 shares of common stock, no par
value (the "Common Stock"). All of such shares shall be issued as fully paid and
non-assessable shares, and the holder thereof shall not be liable for any
further payments in respect thereof.
Except as shall otherwise be stated herein or as otherwise required by
applicable law, all shares of Common Stock shall be identical in all respects
and shall entitle the holders thereof to the same rights and privileges, subject
to the same qualifications, limitations and restrictions.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, and the directors need not be
elected by ballot unless required by the By-laws of the Corporation.
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ARTICLE SEVEN
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the By-laws
of the Corporation. The Board of Directors shall from time to time decide
whether and to what extent and at what times and under what conditions and
requirements the accounts and books of the Corporation, or any of them, except
the stock book, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any books or documents of the
Corporation except as conferred by the laws of the State of Delaware or as
authorized by the Board of Directors.
ARTICLE EIGHT
(a) To the fullest extent permitted by the Delaware General
Corporation Law as it now exists or may hereafter be amended, no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Corporation or its
stockholders.
(b) 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.
ARTICLE NINE
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation in the manner now or hereafter prescribed herein and by the laws
of the State of Delaware, and all rights conferred upon stockholders herein are
granted subject to this reservation.
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 11/02/1999
991466262 - 0937964
CERTIFICATE OF MERGER
MERGING
TABB INVESTMENT, INC.
(a Michigan corporation)
and
W. P. YOUNG MARKETING, INC.
(a Michigan corporation)
INTO
PLASTIPAK PACKAGING, INC.
(a Delaware corporation)
*********************
Pursuant to the provisions of Sections 252 and 103 of the
General Corporation Law of Delaware, Plastipak Packaging, Inc., a Delaware
corporation (the "Surviving Corporation"), hereby submits this Certificate of
Merger for the purpose of merging TABB Investment, Inc., a Michigan corporation,
and W. P. Young Marketing, Inc., a Michigan corporation (the "Merging
Corporations"), into the Surviving Corporation:
I.
An Agreement of Merger was approved, adopted, certified,
executed and acknowledged by each of the Merging Corporations and the Surviving
Corporation in accordance with Section 252 of the General Corporation Law of
Delaware.
II.
The name of the surviving corporation shall be Plastipak
Packaging, Inc.
III.
The Certificate of Incorporation of Plastipak Packaging, Inc.
shall continue in full force and effect as the Certificate of Incorporation of
the Surviving Corporation.
IV.
The executed Agreement of Merger is on file at the principal
place of business of the Surviving Corporation at 9135 General Court, Plymouth,
Michigan 48170
V.
A copy of the Agreement of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of the
constituent corporations.
VI.
The authorized capital stock of TABB Investment, Inc. consists
of 50,000 shares of common stock, $1.00 par value per share. The authorized
capital stock of W. P. Young Marketing, Inc. consists of 50,000 shares of common
stock, $1.00 par value per share.
VI.
The merger hereby accomplished shall be effective upon filing.
[signature page follows)
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IN WITNESS WHEREOF, this Certificate of Merger has been
executed by the undersigned corporation as of the 31st day of October 1999.
PLASTIPAK PACKAGING, INC.
a Delaware corporation
By: /S/ William C. Young
-------------------------
William C. Young
President
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