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Exhibit 3.58
CERTIFICATE
STATE OF OREGON
OFFICE OF THE SECRETARY OF STATE
CORPORATION DIVISION
I, BILL BRADBURY, SECRETARY OF STATE OF OREGON, AND CUSTODIAN OF THE SEAL OF
SAID STATE, DO HEREBY CERTIFY:
THAT THE ATTACHED DOCUMENT FILE FOR:
K-C INTERNATIONAL, LTD.
IS A TRUE COPY OF THE ORIGINAL DOCUMENTS
THAT HAVE BEEN FILED WITH THIS OFFICE.
[SEAL] IN TESTIMONY WHEREOF, I HAVE
HEREUNTO SET MY HAND AND
AFFIXED HERETO THE SEAL OF
THE STATE OF OREGON.
BILL BRADBURY, SECRETARY OF STATE
BY /s/ Debra L. Virag
---------------------------------
DEBRA L. VIRAG
MAY 17, 2002
Come visit us on the Internet at http://www.filinginoregon.com
FAX (503) 378-4381
1105
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10/06/97 11:53 AM 000#2962 A50
BUSINESS REG $50.00
598019-86
FILED
OCT - 6 1997
OREGON
SECRETARY OF STATE
ARTICLES OF INCORPORATION
K-C INTERNATIONAL, LTD.
ARTICLE I
The name of the Corporation is K-C International, Ltd.
ARTICLE II
A. The Corporation is authorized to issue shares of two classes of stock:
1,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.
B. Holders of Common Stock are entitled to one vote per share on any
matter submitted to the shareholders. On dissolution of the Corporation, after
any preferential amount with respect to the Preferred Stock has been paid or
set aside, the holders of Common Stock and the holders of any series of
Preferred Stock entitled to participate in the distribution of assets are
entitled to receive the net assets of the Corporation.
C. The Board of Directors is authorized, subject to limitations
prescribed by the Oregon Business Corporation Act, as amended from time to time
(the "Act"), and by the provisions of this Article, to provide for the issuance
of shares of Preferred Stock in series, to establish from time to time the
number of shares to be included in each series and to determine the
designations, relative rights, preferences and limitations of the shares of each
series. The authority of the Board of Directors with respect to each series
includes determination of the following:
(1) The number of shares in and the distinguishing designation of
that series;
(2) Whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent otherwise
provided by the Act;
(3) Whether shares of that series shall be convertible and the terms
and conditions of the conversion, including provision for adjustment of the
conversion rate in circumstances determined by the Board of Directors;
(4) Whether shares of that series shall be redeemable and the terms
and conditions of redemption, including the date or dates upon or after which
they shall be redeemable and the amount per share payable in case of redemption,
which amount may vary under different conditions or at different redemption
dates;
[ILLEGIBLE] 100697
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(5) The dividend rate, if any, on shares of that series, the manner,
of calculating any dividends and the preferences of any dividends;
(6) The rights of shares of that series in the event of voluntary or
involuntary dissolution of the Corporation and the rights of priority of that
series relative to the Common Stock and any other series of Preferred Stock on
the distribution of assets on dissolution; and
(7) Any other rights, preferences and limitations of that series that
are permitted by law to vary.
ARTICLE III
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of the amendment.
ARTICLE IV
The Corporation shall indemnify to the fullest extent not prohibited
by law any current or former director of the Corporation who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (including an action, suit or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall pay
for or reimburse the reasonable expenses incurred by any such current or former
director in any such proceeding in advance of the final disposition of the
proceeding if the person sets forth in writing (i) the person's good faith
belief that the person is entitled to indemnification under this Article and
(ii) the person's agreement to repay all advances if it is ultimately determined
that the person is not entitled to indemnification under this Article. No
amendment to this Article that limits the Corporation's obligation to indemnify
any person shall have any effect on such obligation for any act or omission that
occurs prior to the later of the effective date of the amendment or the date
notice of the amendment is given to the person. This Article shall not be deemed
exclusive of any other provisions for indemnification or advancement of expenses
of directors, officers, employees, agents and fiduciaries that may be included
in any statute,
VOID IF ALTERED OR ERASED
VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED
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bylaw, agreement, general or specific action of the Board of Directors, vote of
shareholders or other document or arrangement.
ARTICLE V
The street address and the mailing address of the initial registered
office of the Corporation is 9999 SW Wilshire Street, Portland, Oregon 97225,
and the name of its initial registered agent at that address is DeeAnn Lindsley.
ARTICLE VI
The name of the incorporator is Brendan N. O'Scannlain, and the
address of the incorporator is 900 SW Fifth Avenue, Suite 2300, Portland, Oregon
97204.
ARTICLE VII
The mailing address for the Corporation for notices is 9999 SW
Wilshire Street, Portland, Oregon 97225.
Executed: October 3, 1997.
/s/ Brendan N. O'Scannlain
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Brendan N. O'Scannlain, Incorporator
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FILED
NOV 18 1997
OREGON
SECRETARY OF STATE
[ILLEGIBLE]
BUSINESS REG $20.00
ARTICLES OF MERGER
OF
K-C INDUSTRIES INTERNATIONAL, INC.
WITH AND INTO
K-C INTERNATIONAL, LTD.
Pursuant to ORS 60.494, K-C International, Ltd., an Oregon corporation
("New K-C"), the surviving corporation of the merger of K-C Industries
International, Inc., a Delaware corporation ("Old K-C"), with and into New
K-C (the "Merger"), is filing these Articles of Merger with the office of
the Secretary of State.
1. THE PLAN OF MERGER. The Agreement and Plan of Merger of Old K-C with
and into New K-C is set forth as EXHIBIT A and is incorporated by reference.
2. SHAREHOLDER APPROVAL. The Merger required the approval of Old K-C's
shareholders. K-C's shareholders approved the Merger as follows:
(a) 1,000 shares of common stock were outstanding and entitled to
vote on the Merger.
(b) 1,000 shares of common stock voted for the Merger and no shares
voted against the Merger.
3. EFFECTIVE DATE. These Articles of Merger are effective upon the later
of the time when the Certificate of Merger is duly filed with the Secretary of
State of Delaware and the time when the Articles of Merger are duly filed with
the Corporation Division of the Secretary of State of Oregon.
4. CONTACT. The person to contact about this filing is:
Brendan N. O'Scannlain
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, OR 97204
Telephone: (503) 294-9886
Dated: October 31, 1997. K-C International, Ltd.
By: /s/ Ken J. Choi
------------------------
Ken J. Choi
President
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EXHIBIT A
---------
FILED
NOV 18 1997
OREGON
SECRETARY OF STATE
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is dated effective October, 31,1997
and is by and between K-C Industries International, Inc., a Delaware corporation
("Old K-C") and K-C International, Ltd. an Oregon Corporation ("New K-C").
Old K-C is an operating corporation engaged in the business of
brokering recycled paper materials around the world. New K-C has been formed for
the purpose of the merger contemplated hereby (the "Merger") and has no
operations. It is contemplated that, at the Effective Time (defined below), Old
K-C will merge with and into New K-C with the results set forth herein.
In order to establish the terms on which Old K-C will merge with and
into New K-C, with New K-C to be the surviving corporation, the parties enter
into this agreement.
1. MERGER.
1.1 PARTIES TO THE MERGER. The names of the corporations proposing to
merge are K-C Industries International, Inc., a Delaware corporation ("Old
K-C"), and K-C International, Ltd., an Oregon corporation ("New K-C"). The
surviving corporation in the merger (the "Merger") will be New K-C. The Merger
is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F)
of the Internal Revenue Code of 1986, as amended.
1.2 "EFFECTIVE TIME" OF MERGER. Old K-C and New K-C shall execute a
Certificate of Merger and Articles of Merger, to be filed with the Secretary of
State of the States of Delaware and Oregon, respectively. The Merger shall take
effect (the "Effective Time") at the time when both such filings are completed.
1.3 EFFECT OF MERGER. At the Effective Time, Old K-C shall be merged
with and into New K-C as provided by the Delaware General Corporation Law and
the Oregon Business Corporation Act, the separate corporate existence of Old K-C
shall cease and New K-C shall be the surviving corporation subject to the
Articles of Incorporation and the Bylaws of New K-C. The outstanding equity
securities of Old K-C shall be converted into corresponding equity securities of
New K-C as provided in Section 1.4.
1.4 CONVERSION OF SHARES. The manner and basis of converting the
equity securities of Old K-C into securities of New K-C shall be as follows:
(a) CONVERSION OF COMMON STOCK OF OLD K-C. Each share of common
stock of Old K-C ("Old K-C Common") outstanding immediately before the Effective
Time shall automatically, by virtue of the Merger and without any action on the
part of the holder thereof, cease to exist and be converted into and become one
share of New K-C common stock ("New K-C Common").
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59801986
(b) SURRENDER OF CERTIFICATES. After the Effective Time, each
holder of Old K-C Common outstanding immediately before the Effective Time shall
surrender to New K-C or its designated agent for cancellation the certificate or
certificates representing such shares. Such holder shall then be entitled to
receive a certificate representing the shares of New K-C Common into which the
securities represented by the surrendered certificates or agreements shall have
been converted under Section 1.4(a).
(c) CAPITAL STOCK OF NEW K-C EXISTING BEFORE THE EFFECTIVE TIME.
At the Effective Time, all shares of common stock of New K-C issued and
outstanding prior to the Effective Time shall be canceled.
2. CLOSING.
The closing of the merger shall take place at the offices of New K-C
and Old K-C, 9999 S.W. Wilshire Street, Portland, Oregon 97225 at 10.00 a.m. on
October 10, 1997 or at such other time and place agreed to by the parties.
3. GENERAL.
3.1 FURTHER DOCUMENTS. The parties agree to execute all such
further instruments or documents as may be reasonably necessary to effectuate
the purposes of this agreement.
3.2 COUNTERPARTS. This agreement may be executed in any number of
counterparts and all executed counterparts will constitute one binding
agreement.
K-C INDUSTRIES INTERNATIONAL, INC.
By: /s/ Ken J. Choi
----------------------------------
Ken J. Choi
President
Executed October 31, 1997
K-C INTERNATIONAL, LTD.
By: /s/ Ken J. Choi
----------------------------------
Ken J. Choi
President
Executed October 31, 1997
VOID IF ALTERED OR ERASED
VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED
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[STATE OF OREGON LETTERHEAD]
COUNTER PICK-UP
CHUCK
05/14/2001
FILED
JUN 13 2001
OREGON
SECRETARY OF STATE
RE: K-C INTERNATIONAL, LTD.
APPLICATION FOR REINSTATEMENT
Please complete and return this letter and any enclosed documents for filing
the requested reinstatement/reactivation.
Submit $45.00 for the required fees.
The above entity hereby requests to be active on the records of the Corporation
Division. The effective date of administrative dissolution is 1-7-2001.
The reason(s) for administrative dissolution has been eliminated or did not
exist.
By: /s/ [ILLEGIBLE] Date: 5/30/01
-------------------------
(Authorized Signature)
Please respond to this letter within 45 days or this document will not be filed.
Business Registry
Corporation Division
(503) 986-2200
GINPIT
NONFILEABLE
05/14/2001
VOID IF ALTERED OR ERASED
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