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Exhibit 3.47
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DELAWARE
-----------------------
THE FIRST 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 "FCR, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF MAY, A.D.
1998, AT 1 O'CLOCK P.M.
CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "KTI ACQUISITION SUB, INC."
TO "FCR, INC.", FILED THE TWENTY-EIGHTH DAY OF AUGUST, A.D. 1998, AT 9 O'CLOCK
A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
[SEAL] -----------------------------------------
Harriet Smith Windsor, Secretary of State
2901649 8100H AUTHENTICATION: 1782847
020316546 DATE: 05-17-02
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 05/28/1998
981204367 - 2901649
CERTIFICATE OF INCORPORATION
OF
KTI Acquisition Sub, Inc.
*****
1. The name of the corporation is KTI Acquisition Sub, Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange 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 the chemical and other related businesses and 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 1500 each without par value.
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
- ---- ---------------
Robert Wetzel KTI, Inc.
7000 Boulevard East
Guttenberg, New Jersey 07093
6. The corporation is to have perpetual existence.
7. 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.
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I, THE UNDERSIGNED, being the sole incorporator 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
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 27 day of May, 1998.
/s/ ROBERT WETZEL
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Robert Wetzel
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/28/1998
981338922 - 2901649
CERTIFICATE OF MERGER
OF
FCR, INC., a Delaware corporation,
INTO
KTI ACQUISITION SUB, INC., a Delaware corporation
- --------------------------------------------------------------------------------
Pursuant to Sections 103 and 251 of the
General Corporation Law of the State of Delaware
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The undersigned corporation organized and existing under and by virtue
of the Delaware General Corporation Law (the "DGCL"),
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
Name State of Incorporation
FCR, Inc. Delaware
KTI Acquisition Sub, Inc. Delaware
SECOND: That a plan and agreement of merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the DGCL.
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THIRD: The Board of Directors of KTI Acquisition Sub, Inc. has duly
adopted resolutions, dated July 7, 1998, authorizing the merger of FCR, Inc.
into KTI Acquisition Sub, Inc., pursuant to Sections 141 and 251 of the DGCL.
Such resolutions have not been modified or rescinded and are in full force and
effect on the date hereof.
FOURTH: The sole stockholder of KTI Acquisition Sub, Inc. has approved
the merger of FCR, Inc. into KTI Acquisition Sub, Inc. by written consent dated
July 7, 1998, pursuant to Sections 228 and 251 of the DGCL.
FIFTH: The Board of Directors of FCR, Inc. has duly adopted
resolutions, dated July 21, 1998, authorizing the merger of FCR, Inc. into KTI
Acquisition Sub, Inc., pursuant to Sections 141 and 251 of the DGCL. Such
resolutions have not been modified or rescinded and are in full force and effect
on the date hereof.
SIXTH: The stockholders of FCR, Inc. have approved the merger of FCR,
Inc. into KTI Acquisition Sub, Inc. by written consent dated July 22, 1998,
pursuant to Sections 228 and 251 of the DGCL.
SEVENTH: KTI Acquisition Sub, Inc. shall be the corporation surviving
the merger.
EIGHTH: That the certificate of incorporation of KTI Acquisition Sub,
Inc., a Delaware corporation, shall be the certificate of incorporation of the
surviving corporation, except that Article First of the Certificate of
Incorporation of KTI Acquisition Sub, Inc. shall be amended and restated as
follows:
"ARTICLE FIRST: The name of the corporation is FCR, Inc."
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NINTH: That the executed plan and agreement of merger is on file at
the principal place of business of KTI Acquisition Sub, Inc. The address of the
principal place of business of KTI Acquisition Sub, Inc. is 7000 Boulevard East,
Guttenberg, New Jersey 07093.
TENTH: That a copy of the plan and agreement of merger will be
furnished by the KTI Acquisition Sub, Inc., on request and without cost to any
stockholder of any constituent corporation.
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IN WITNESS WHEREOF, KTI Acquisition Sub, Inc. has caused this Certificate
of Merger to be signed by its duly authorized officers this 28 day of August,
1998.
KTI Acquisition Sub, Inc.,
a Delaware corporation
By: /s/ Martin J. Sergi
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Name: Martin J. Sergi
Title: President
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