EXHIBIT 3.27
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF "DOMINION
TEXTILE (USA) INC.", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF NOVEMBER,
A.D. 1985, AT 10 O'CLOCK A.M.
________________________________________
Edward J. Freel, Secretary of State
AUTHENTICATION: 0825739 8100
8947162 981078809
DATE: 02-17-98
RESTATED
CERTIFICATE OF INCORPORATION
OF
DOMINION TEXTILE (USA) INC.
Adopted in Accordance with the Provisions
of Section 245 of the General Corporation
Law of the State of Delaware
Dominion Textile (USA) Inc. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware, certifies that:
1. This Corporation was incorporated under the name MOCO INC. and
its original certificate of incorporation was filed with the Secretary of State
on June 17, 1976.
2. This Restated Certificate of Incorporation has been duly adopted
in accordance with the provisions of the General Corporation Law of the State of
Delaware (the "Act") including Sections 242 and 245 of the Act, upon the
recommendation of the directors, by the written consent of the sole stockholder
in accordance with the provisions of Section 228 of the Act.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth in
full:
FIRST:
Name: The name of the Corporation is Dominion Textile (USA) Inc.
----
(hereinafter called the "Corporation").
SECOND:
Address; Registered Agent. The address of the Corporation's
-------------------------
registered office is Corporation Trust Center, 1209 Orange Street, the City of
Wilmington, County of New Castle, State of Delaware; and its registered agent at
such address is The Corporation Trust Company.
THIRD:
Business and Purpose. The nature and business purposes to be
--------------------
conducted or promoted by the Corporation are to engage in, carry on and conduct
any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH:
Number of Shares. The total number of shares of stock which the
----------------
Corporation shall have the authority to issue is Ten Thousand (10,000), all of
which shall be shares of Common Stock of the par value of One Dollar ($1.00)
each.
FIFTH:
Election of Directors. Members of the Board of Directors may be
---------------------
elected either by written ballot or by voice vote.
SIXTH:
Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
--------------------------------------------
may from time make, alter or repeal the by-laws of the Corporation; provided,
that any by-laws made, amended or repealed by the Board of Directors may be
amended or repealed, and any by-laws may be made, by the stockholders of the
Corporation.
-2-
4. The foregoing amends and restates the Certificate of
incorporation and supercedes the original Certificate of Incorporation and all
amendments thereto.
IN WITNESS WHEREOF, Dominion Textile (USA) Inc. has caused this
Certificate to be signed by Charles A. McCrae, its Executive Vice President and
attested by Dennis W. Mack, its Secretary on this 25th day of November, 1985,
and the signature of the undersigned shall constitute the affirmation and
acknowledgment of the undersigned, under penalties of perjury, that the
Certificate is the act and deed of the undersigned and that the facts stated in
the Certificate are true.
By /s/ Charles A. McCrae
---------------------------------
Executive Vice President
Attest:
By /s/ Dennis W. Mack
----------------------------
Secretary
-3-
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP,
WHICH MERGES:
"D.T. PLASTICS INC.", A DELAWARE CORPORATION, "WAY CORP.", A DELAWARE
CORPORATION, WITH AND INTO "DOMINION TEXTILE (USA) INC." UNDER THE NAME OF
"DOMINION TEXTILE (USA) INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE
LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SEVENTH
DAY OF APRIL, A.D. 1997, AT 10 O'CLOCK A.M.
___________________________________
Edward J. Freel, Secretary of State
AUTHENTICATION: 0825739 8100M
8947163 981078809
DATE: 03-02-98
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
WAY CORP. AND D.T. PLASTICS INC.
INTO
DOMINION TEXTILE (USA) INC.
Dominion Textile (USA) Inc, a corporation organized and existing under the laws
of Delaware;
DM HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 17/th/ day of June, 1976,
pursuant to the General Corporation Law of the State of Delaware;
SECOND: That this corporation owns all of the outstanding shares of the stock
of Way Corp., a corporation incorporated on the 29/th/ of January, 1985,
pursuant to the General Corporation Law of the State of Delaware;
THIRD: That this corporation owns all of the outstanding shares of the stock of
D.T. Plastics Inc., a corporation incorporated on the 13/th/ day of April, 1971,
pursuant to the General Corporation Law of the State of Delaware;
FOURTH: That this corporation, by the following resolutions of its Board of
Directors, duly adopted at a meeting hold on the 3/rd/ day of April, 1997,
determined to and did merge into itself said Way Corp. and D.T. Plastics Inc. by
the unanimous written consent of its members, filed with the minutes of the
Board;
RESOLVED, that Dominion Textile (USA) Inc., merge, it hereby does merge into
itself said Way Corp. and D.M. Plastics loc. and assumes all their obligations;
FURTHER RESOLVED, that the proper officer of this corporation be and he or she
is HEREBY DIRECTED to make and execute a Certificate of Ownership and Merger
setting forth a copy of the resolutions to merge said Way Corp. and D.T.
Plastics Inc. and assume their liabilities and obligations, and the date of
adoption thereof, and to cause the same to be filed with the Secretary of State
and to do all acts and things whatsoever, whether within or without the State of
Delaware, which may be in anywise necessary or proper to effect said merger; and
FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
Dominion Textile (USA) Inc. at any time prior to the date of filing the merger
with the Secretary of State,
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by
Marc Levesque, its Secretary and Acting General Counsel, this 3/rd/ day of
April, 1997.
BY: /s/ Marc Levesque
---------------------------
Secretary
-2-