EXHIBIT 3.2(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
MARTIN PROCESSING, INC.
MARTIN PROCESSING, INC., a Delaware corporation, incorporated
under the name HAT CORPORATION OF AMERICA, by the filing of its original
Certification of Incorporation with the Secretary of State of the State
of Delaware on April 29, 1932, desiring to amend its Certificate of
Incorporation and also to integrate into a single instrument all of the
provisions of its Certificate of Incorporation now in effect and operative
(including such amendment), pursuant to the provisions of Section 245 of
the Delaware General Corporation Law, does hereby certify as follows:
1. The Certificate of Incorporation of the corporation, as
heretofore amended and supplemented, and as further amended hereby, is
hereby restated and integrated so as to read as follows:
FIRST: The name of the corporation (which herein is referred
to as the "Company") is Martin Processing, Inc.
SECOND: The address of the Company's registered office in
the State of Delaware is 100 West Tenth Street, City of Wilmington,
County of New Castle. The name of the Company's registered agent at
such address is The Corporation Trust Company.
THIRD: The purpose of the Company is to engage in any
lawful act or activity for which corporations may be organized under
the Delaware General Corporation Law.
FOURTH: The total number of shares of all classes of stock
that the Company shall have authority to issue is One Thousand
(1,000) shares, all of which shall be shares of Common Stock, $1.00
par value per share.
FIFTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors
is expressly authorized and empowered:
a. To make, alter and repeal the Bylaws of the
Company, subject to the powers of the stockholders of the
Company to alter or repeal any Bylaws made by the Board of
Directors;
b. Subject to the laws of the State of Delaware,
from time to time to sell, lease or otherwise dispose of
any part or parts of the properties of the Company and to
cease to conduct the business connected therewith or again
to resume the same, as the Board of Directors may deem
best; and
c. In addition to the powers and authorities
hereinbefore and by the laws of the State of Delaware
conferred upon the Board of Directors, to exercise all
such powers and to do all such acts and things as may be
exercised or done by the Company; subject, nevertheless,
to the provisions of said laws, of the Certificate of
Incorporation of the Company as from time to time amended,
and of its Bylaws.
SIXTH: Any director or any officer of the Company elected
or appointed by the stockholders of the Company or by its Board of
Directors may be removed at any time in such manner as shall be
provided in the Bylaws of the Company.
SEVENTH: No person who is serving or has served as a director
of the Company shall be liable to the Company or to any stockholder
for monetary damages or breach of any fiduciary duty of such person
as a director by reason of any act or omission of such person in
his capacity as a director. Nothing herein shall be deemed to limit
or eliminate the liability of any person (i) for any breach of such
person's duty of loyalty as a director to the Company or its
stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law;
(iii) for the unlawful payment of a dividend by the Company or the
unlawful purchase or redemption of the Company's capital stock by
the Company; (iv) for any transaction from which such person derived
an improper personal benefit; or (v) to any extent that such liability
may not be limited or eliminated by virtue of the provisions of
Section 102(b)(7) of the General Corporation Law of the State of
Delaware or any successor statute.
EIGHTH: The Company reserves the right at any time and
from time to time to amend, alter, change or repeal any provision
contained herein, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or
inserted, in the manner now or hereafter prescribed by law; and all
rights, preferences and privileges of whatsoever nature conferred
upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form
or as hereafter amended are granted subject to the right reserved
in this Article.
2. This Restated Certificate of Incorporation and the
amendments and restatement effected hereby have been duly adopted
by the Board of Directors and the sole stockholder of the Company
in accordance with the provisions of Sections 242 and 245 of the
2
General Corporation Law of the State of Delaware and have been duly adopted
in accordance with the provisions of the Certificate of Incorporation of the
Company as heretofore amended.
IN WITNESS WHEREOF, the Company has caused its corporate
seal to be affixed hereto and this instrument to be signed in its name by
its President and attested by its Secretary, this 29th day of
February, 1988.
MARTIN PROCESSING, INC.
[Corporate Seal] By: /s/ R. Keith Smith
----------------------------
R. Keith Smith, President
ATTEST:
- ------
/s/ Martha T. Wagner
- -----------------------------
Martha T. Wagner, Secretary
3
STATE OF VIRGINIA )
:
COUNTY OF HENRY )
BE IT REMEMBERED, that on this 29th day of February, 1988,
personally came before the undersigned, a Notary Public and for the County
and State aforesaid, R. Keith Smith, President of Martin Processing, Inc., a
corporation of the State of Delaware, and he duly executed said Certificate
before me and acknowledged the said Certificate to be his act and deed and
act and deed of said Corporation and the facts stated therein as being true,
and that the seal affixed to said Certificate and attested by the Secretary
of said Company is the common or corporate seal of said Company.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
of office, this the 29th day of February, 1988.
[SEAL] /s/ Lena E. Painter
-----------------------
Notary Public
My Commission Expires:
January 26, 1990
- ------------------
4
CERTIFICATE OF OWNERSHIP AND MERGER
-----------------------------------
OF
--
COURTAULDS PERFORMANCE FILMS, INC. AND
--------------------------------------
MARTIN-WEST, INC.
-----------------
INTO
----
MARTIN PROCESSING, INC.
-----------------------
It is hereby certified that:
1. Martin Processing, Inc. (the "Corporation") is a business
corporation incorporated under the laws of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares
of the stock of Courtaulds Performance Films, Inc., and Martin-West, Inc.,
which are each also business corporations incorporated under the laws of the
State of Delaware.
3. Effective September 10, 1991, the Board of Directors of the
Corporation adopted the following resolutions to merge Courtaulds Performance
Films, Inc. and Martin-West, Inc. into the Corporation:
RESOLVED that Courtaulds Performance Films, Inc. and Martin-West, Inc.
be merged into the Corporation, and that all of the estate, property,
rights, privileges, powers and franchises of Courtaulds Performance
Films, Inc. and Martin-West, Inc. be vested in and held and enjoyed by
the Corporation as fully and entirely and without change or diminution
as the same were held and enjoyed by each of Courtaulds Performance
Films, Inc. and Martin-West, Inc., in their own respective names; and
FURTHER RESOLVED that the Corporation shall assume all of the
obligations of Courtaulds Performance Films, Inc. and Martin-West,
Inc.; and
FURTHER RESOLVED that the Corporation shall cause to be executed
and filed and/or recorded the documents prescribed by the laws of
the State of Delaware and by the laws of any other appropriate
jurisdiction and will cause to be performed all necessary acts
within the State of Delaware and within any other appropriate
jurisdiction; and
FURTHER RESOLVED that the effective time of the Certificate of
Ownership and Merger setting forth a copy of these resolutions
shall be September 30, 1991.
4. The effective time of the merger contemplated herein shall be
September 30, 1991.
Executed on the 24 day of September, 1991.
MARTIN PROCESSING, INC.
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Martha T. Wagner
- ----------------------
Martha T. Wagner,
Its Secretary
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24 day of
September, 1991, by Paul W. Jennings, Vice-President of Martin Processing,
Inc., and attested by Martha T. Wagner, Secretary of Martin Processing, Inc.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
---------------------
Notary Public
2
ARTICLES AND AGREEMENT OF MERGER
--------------------------------
OF
--
GILA RIVER PRODUCTS, INC. (A DELAWARE CORPORATION),
---------------------------------------------------
ANDUS, INC. (A DELAWARE CORPORATION), AND
-----------------------------------------
COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC.
----------------------------------------------
(A VIRGINIA CORPORATION)
------------------------
INTO
----
MARTIN PROCESSING, INC. (A DELAWARE CORPORATION)
------------------------------------------------
THESE ARTICLES AND AGREEMENT OF MERGER are entered into on
September 24, 1991, by Gila River Products, Inc. ("Gila"), a business
corporation of the State of Delaware, and approved by resolutions adopted by
its Board of Directors and Shareholders effective on said date, Andus, Inc.
("Andus"), a business corporation of the State of Delaware, and approved by
resolutions adopted by its Board of Directors and Shareholders effective on
said date, Courtaulds Performance Films of Virginia, Inc. ("Courtaulds"), a
business corporation of the Commonwealth of Virginia and approved by
resolutions adopted by its Board of Directors and Shareholders effective on
said date, and Martin Processing, Inc., ("Martin"), a business corporation
of the State of Delaware, and approved by resolutions adopted by its Board
of Directors and Shareholders effective on said date.
WHEREAS, Gila, Andus and Martin are each business corporations
incorporated under the laws of the State of Delaware with their registered
offices located at 1209 Orange Street, Wilmington, Delaware, 19901, City of
Wilmington, County of New Castle; and
WHEREAS, the total number of shares of stock which Gila has
authority to issue is 1,000, all of which are of one class and of a par
value of $1.00 each; and
WHEREAS, the total number of shares of stock which Andus has
authority to issue is 70,000, all of which are of one class, without par
value; and
WHEREAS, the total number of shares of stock which Martin has
authority to issue is 1,000, all of which are of one class and of a par
value of $1.00 each; and
WHEREAS, Courtaulds is a business corporation incorporated under the
laws of the Commonwealth of Virginia with its registered office located at
105 Franklin Road, S.W., Roanoke, Virginia, 24011, City of Roanoke,
Commonwealth of Virginia; and
WHEREAS, the total number of shares of stock which Courtaulds has
authority to issue is 5,000, all of which are of one class and without par
value; and
WHEREAS, the Stock Corporation Act of the Commonwealth of Virginia
permits a merger of a business corporation incorporated in the Commonwealth
of Virginia with and into a business corporation of another jurisdiction;
and
WHEREAS, the General Corporation Law of the State of Delaware
permits the merger of a business corporation of another jurisdiction with
and into a business corporation of the State of Delaware; and
WHEREAS, Gila, Andus, Courtaulds and Martin and the respective
Boards of Directors and Shareholders of each deem it advisable and to the
advantage, welfare and best interests of said corporations and their
stockholders to merge Gila, Andus and Courtaulds into Martin, pursuant to
the provisions of the Stock Corporation Act of the Commonwealth of Virginia
and pursuant to the provisions of the General Corporation Law of the State
of Delaware upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by said
corporations and approved by a resolution adopted by each of their
respective Boards of Directors and Shareholders, these Articles and
Agreement of Merger state as follows:
I. PLAN OF MERGER
-----------------
1.1 Merger. Gila, Andus and Courtaulds (collectively the
------
"Terminating Corporations") shall, pursuant to the provisions of the Stock
Corporation Act of the Commonwealth of Virginia and pursuant to the
provisions of the General Corporation Law of the State of Delaware be merged
with and into Martin (the "Surviving Corporation"), which shall be the
surviving corporation from and after the Effective Date, as hereinafter
defined.
1.2 Name of the Surviving Corporation. From and after the Effective
---------------------------------
Date, the name of the Surviving Corporation shall be "Courtaulds Performance
Films, Inc."
1.3 Effect of the Merger. The separate existence of the Terminating
--------------------
Corporations shall cease at the Effective Date in accordance with the
provisions of the Stock Corporation Act of the Commonwealth of Virginia and
in accordance with the provisions of the General Corporation Law of the
State of Delaware.
1.4 Certificate of Incorporation. The Certificate of Incorporation
----------------------------
of the Surviving Corporation, as now in force and effect, shall continue to
be the Certificate of Incorporation of the Surviving Corporation, except
that Article "First" relating to the name of the corporation is hereby
amended by deleting Article "First" in its entirety and replacing therefor
the following:
"FIRST: The name of the corporation (which is herein referred to as
the Company) shall be Courtaulds Performance Films, Inc."
1.5 Bylaws. The present bylaws of the Surviving Corporation will be
------
the bylaws of the Surviving Corporation and will continue in full force and
effect until changed, altered or amended as therein provided and in the
manner prescribed by the provisions of the General Corporation Law of the
State of Delaware.
2
1.6 Directors. The directors of the Surviving Corporation in office
---------
at the Effective Date shall be the members of the Board of Directors of the
Surviving Corporation, to serve until the election and qualification of
their successors.
1.7 Officers. The officers of the Surviving Corporation in office
--------
at the Effective Date shall be the officers of the Surviving Corporation, to
serve until the election and qualification of their successors.
1.8 Common Stock of Terminating Corporations. On the Effective
----------------------------------------
Date, by virtue of the merger and without any action on the part of any
holder thereof, each share of capital stock of each Terminating Corporation
outstanding immediately prior thereto shall be surrendered and extinguished.
Every share of treasury stock of each Terminating Corporation shall also be
canceled.
1.9 Common Stock of Surviving Corporation. On the Effective Date,
-------------------------------------
by virtue of the merger and without any action on the part of the holder
thereof, each share of capital stock of the Surviving Corporation shall
remain unchanged, and shall continue to represent one issued share of the
Surviving Corporation.
1.10 Effective Date. The merger provided for herein shall be
--------------
effective on September 30, 1991 at 11:59 p.m.
1.11 Further Assurances. From time to time, as and when required by
------------------
the Surviving Corporation or its successors and assigns, there shall be
executed and delivered on behalf of the Terminating Corporations such deeds
and other instruments, and there shall be taken or caused to be taken by
them such further and other action, as shall be appropriate or necessary in
order to vest or perfect in or to confirm of record or otherwise in the
Surviving Corporation, the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authorities of each of the Terminating Corporations, and otherwise to carry
out the purposes of this Plan of Merger, and the Officers and Directors of
the Surviving Corporation are fully authorized in the name of and on behalf
of each of the Terminating Corporations or otherwise to take any and all
such action and to execute and deliver any and all such deeds and other
instruments.
1.12 Abandonment. At any time before the Effective Date, this Plan
------------
of Merger may be terminated and the merger abandoned by the Board of
Directors of the Surviving Corporation or of any of the Terminating
Corporations, or both, notwithstanding approval of this Plan of Merger by
the shareholders of the Surviving Corporation and the Terminating
Corporations.
II. Shareholder Approval
------------------------
These Articles and Agreement of Merger were adopted by the
unanimous consent of the shareholders of each of Gila River Products, Inc.,
Andus, Inc., Courtaulds Performance Films of Virginia, Inc., and Martin
Processing, Inc.
3
III. Effective Date of Articles and Agreement of Merger
-------------------------------------------------------
These Articles and Agreement of Merger shall become effective at
11:59 p.m. on September 30, 1991.
IN WITNESS WHEREOF, the undersigned declare that the facts herein
stated are true as of September 24, 1991.
GILA RIVER PRODUCTS, INC.,
a Delaware Corporation
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Martha T. Wagner
- --------------------------
Martha T. Wagner,
Its Assistant Secretary
4
ANDUS, INC.,
a Delaware Corporation
By: /s/ Paul W. Jennings
------------------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Paul W. Jennings
- -----------------------
Paul W. Jennings,
Its Secretary
COURTAULDS PERFORMANCE FILMS OF
VIRGINIA, INC.,
a Virginia Corporation
By: /s/ Paul W. Jennings
------------------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Paul W. Jennings
- -----------------------
Paul W. Jennings,
Its Secretary
MARTIN PROCESSING, INC.,
a Delaware Corporation
By: /s/ Paul W. Jennings
------------------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Martha T. Wagner
- -----------------------
Martha T. Wagner,
Its Secretary
5
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24th day of
September, 1991, by Paul W. Jennings, Vice President of Gila River Products,
Inc., on behalf of the Corporation, and attested by Martha T. Wagner,
Assistant Secretary of Gila River Products, Inc.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
-----------------------
Notary Public
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24 day of
September, 1991, by Paul W. Jennings, Vice-President of Andus, Inc., on
behalf of the Corporation, and attested by Paul W. Jennings, Secretary of
Andus, Inc.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
-----------------------
Notary Public
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24 day
of September, 1991, by Paul W. Jennings, Vice-President of Courtaulds
Performance Films of Virginia, Inc., on behalf of the Corporation, and
attested by Paul W. Jennings, Secretary of Courtaulds Performance Films
of Virginia, Inc.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
-----------------------
Notary Public
6
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24 day of
September, 1991, by Paul W. Jennings, Vice-President of a Martin Processing,
Inc., on behalf of the Corporation, and attested by Martha T. Wagner,
Secretary of Martin Processing, Inc.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
-----------------------
Notary Public
7
CERTIFICATE OF SECRETARY
OF
GILA RIVER PRODUCTS, INC.
The undersigned, being the Secretary of Gila River Products, Inc.
(the "Corporation") does hereby certify that the holders of all of the
outstanding stock of the Corporation dispensed with a meeting and vote
of stockholders, and all of the stockholders entitled to vote consented
in writing, pursuant to the provisions of Section 228 of the General
Corporation Law of the State of Delaware, to the adoption of the
foregoing Articles and Agreement of Merger.
Gila River Products, Inc.
By: /s/ Martha T. Wagner
--------------------------
Martha T. Wagner
Its Assistant Secretary
Dated: September 24, 1991
CERTIFICATE OF SECRETARY
OF
ANDUS, INC.
The undersigned, being the Secretary of Andus Corporation (the
"Corporation") does hereby certify that the holders of all of the
outstanding stock of the Corporation dispensed with a meeting and vote of
stockholders, and all of the stockholders entitled to vote consented in
writing, pursuant to the provisions of the Stock Corporation Act of the
Commonwealth of Virginia, to the adoption of the foregoing Articles and
Agreement of Merger.
Andus, Inc.
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings
Its Secretary
Dated: September 24, 1991
CERTIFICATE OF SECRETARY
OF
COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC.
The undersigned, being the Secretary of Courtaulds Performance
Films of Virginia, Inc. (the "Corporation") does hereby certify that the
holders of all of the outstanding stock of the Corporation dispensed with a
meeting and vote of stockholders, and all of the stockholders entitled to
vote consented in writing, pursuant to the provisions of the Stock
Corporation Act of the Commonwealth of Virginia, to the adoption of the
foregoing Articles and Agreement of Merger.
Courtaulds Performance Films of
Virginia, Inc.
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings
Its Secretary
Dated: September 24, 1991
CERTIFICATE OF SECRETARY
OF
MARTIN PROCESSING, INC.
The undersigned, being the Secretary of Martin Processing, Inc.
(the "Corporation") does hereby certify that the holders of all of the
outstanding stock of the Corporation dispensed with a meeting and vote of
stockholders, and all of the stockholders entitled to vote consented in
writing, pursuant to the provisions of Section 228 of the General
Corporation Law of the State of Delaware, to the adoption of the foregoing
Articles and Agreement of Merger.
MARTIN PROCESSING, INC.
By: /s/ Martha T. Wagner
-----------------------
Martha T. Wagner
Its Secretary
Dated: September 24, 1991
CERTIFICATE OF CORRECTION OF
----------------------------
ARTICLES AND AGREEMENT OF MERGER
--------------------------------
OF
--
GILA RIVER PRODUCTS, INC. (A DELAWARE CORPORATION),
---------------------------------------------------
ANDUS, INC. (A DELAWARE CORPORATION), AND
-----------------------------------------
COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC.
----------------------------------------------
(A VIRGINIA CORPORATION)
------------------------
INTO
----
MARTIN PROCESSING, INC. (A DELAWARE CORPORATION)
------------------------------------------------
(NOW NAMED "COURTAULDS PERFORMANCE FILMS, INC.")
------------------------------------------------
The undersigned corporation, pursuant to Section 103(f) of the
Delaware General Corporation law, hereby execute the following Certificate
of Correction and hereby certified that:
1. The name of the corporation is Courtaulds Performance Films,
Inc., a Delaware Corporation (hereinafter the "Corporation").
2. The Articles and Agreement of Merger (hereinafter the
"Articles") pursuant to which the Corporation is the
surviving corporation and which Articles were filed by the
Secretary of State of Delaware on September 30, 1991, are
hereby corrected.
3. The Articles were an inaccurate record of the corporate
action therein referred to. The inaccuracy to be corrected
in the Articles is as follows: Andus, Inc., a Delaware
corporation, was erroneously listed in the Articles as a
party to the merger. Andus, Inc., a Delaware corporation,
was not a party to the merger and was incorrectly included
in the Articles. Andus Corporation, a California corporation,
is the corporation which should have been made a party to
the Articles.
4. The Articles are hereby corrected to substitute Andus
Corporation, a California corporation, in place of Andus,
Inc., a Delaware corporation. The Articles in corrected form
are attached hereto as Exhibit A.
COURTAULDS PERFORMANCE FILMS, INC.
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Paul W. Jennings
- ----------------------
Paul W. Jennings,
Its Secretary
COMMONWEALTH OF VIRGINIA )
)
COUNTY OF HENRY )
BE IT REMEMBERED that, on February 21, 1992, before me, a
Notary Public, duly authorized by law to take acknowledgment of deeds,
personally came PAUL W. JENNINGS, Vice-President of COURTAULDS PERFORMANCE
FILMS, INC., who duly signed the foregoing instrument before me and
acknowledged that such signing is his act and deed, that such instrument as
executed is the act and deed of said corporation, and that the facts stated
therein are true.
GIVEN under my hand on February 21, 1992.
/s/ Lena E. Painter
-----------------------
Notary Public
My Commission Expires: 11/30/93
--------
EXHIBIT A
---------
ARTICLES AND AGREEMENT OF MERGER
--------------------------------
OF
--
GILA RIVER PRODUCTS, INC. (A DELAWARE CORPORATION),
--------------------------------------------------
ANDUS CORPORATION (A CALIFORNIA CORPORATION), AND
-------------------------------------------------
COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC.
----------------------------------------------
(A VIRGINIA CORPORATION)
------------------------
INTO
----
MARTIN PROCESSING, INC. (A DELAWARE CORPORATION)
------------------------------------------------
THESE ARTICLES AND AGREEMENT OF MERGER are entered into on
September 24, 1991, by Gila River Products, Inc. ("Gila"), a business
corporation of the State of Delaware, and approved by resolutions adopted by
its Board of Directors and Shareholders effective on said date, Andus
Corporation ("Andus"), a business corporation of the State of California,
and approved by resolutions adopted by its Board of Directors and
Shareholders effective on said date, Courtaulds Performance Films of
Virginia, Inc. ("Courtaulds"), a business corporation of the Commonwealth of
Virginia and approved by resolutions adopted by its Board of Directors and
Shareholders effective on said date, and Martin Processing, Inc., ("Martin"),
a business corporation of the State of Delaware, and approved by resolutions
adopted by its Board of Directors and Shareholders effective on said date.
WHEREAS, Gila and Martin are both business corporations
incorporated under the laws of the State of Delaware with their registered
offices located at 1209 Orange Street, Wilmington, Delaware, 19901, City of
Wilmington, County of New Castle; and
WHEREAS, the total number of shares of stock which Gila has
authority to issue is 1,000, all of which are of one class and of a par
value of $1.00 each; and
WHEREAS, Andus is a business corporation incorporated under the
laws of the State of California with its registered office located at 21034
Osborne Street, Canoga Park, California, 91304, City of Canoga Park; and
WHEREAS, the total number of shares of stock which Andus has
authority to issue is 1,000,000 shares of common stock and 1,000,000 shares
of preferred stock; and
WHEREAS, the total number of shares of stock which Martin has
authority to issue is 1,000, all of which are of one class and of a par
value of $1.00 each; and
WHEREAS, Courtaulds is a business corporation incorporated under
the laws of the Commonwealth of Virginia with its registered office located
at 105 Franklin Road, S.W., Roanoke, Virginia, 24011, City of Roanoke,
Commonwealth of Virginia; and
WHEREAS, the total number of shares of stock which Courtaulds has
authority to issue is 5,000, all of which are of one class and without par
value; and
WHEREAS, the Stock Corporation Act of the Commonwealth of Virginia
permits a merger of a business corporation incorporated in the Commonwealth
of Virginia with and into a business corporation of another jurisdiction;
and
WHEREAS, the General Corporation Law of the State of Delaware
permits the merger of a business corporation of another jurisdiction with
and into a business corporation of the State of Delaware; and
WHEREAS, the State of California permits the merger of a business
corporation of another jurisdiction with and into a business corporation of
another jurisdiction; and
WHEREAS, Gila, Andus, Courtaulds and Martin and the respective
Boards of Directors and Shareholders of each deem it advisable and to the
advantage, welfare and best interests of said corporations and their
stockholders to merge Gila, Andus and Courtaulds into Martin, pursuant to
the provisions of the Stock Corporation Act of the Commonwealth of Virginia
and pursuant to the provisions of the General Corporation Law of the State
of Delaware and State of California upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by said
corporations and approved by a resolution adopted by each of their
respective Boards of Directors and Shareholders, these Articles and
Agreement of Merger state as follows:
I. PLAN OF MERGER
-----------------
1.1 Merger. Gila, Andus and Courtaulds (collectively the
------
"Terminating Corporations") shall, pursuant to the provisions of the Stock
Corporation Act of the Commonwealth of Virginia and pursuant to the
provisions of the General Corporation Law of the State of Delaware and State
of California be merged with and into Martin (the "Surviving Corporation"),
which shall be the surviving corporation from and after the Effective Date,
as hereinafter defined.
1.2 Name of the Surviving Corporation. From and after the
---------------------------------
Effective Date, the name of the Surviving Corporation shall be "Courtaulds
Performance Films, Inc."
1.3 Effect of the Merger. The separate existence of the
--------------------
Terminating Corporations shall cease at the Effective Date in accordance
with the provisions of the Stock Corporation Act of the Commonwealth of
Virginia and in accordance with the provisions of the General Corporation
Law of the State of Delaware and State of California.
1.4 Certificate of Incorporation. The Certificate of
----------------------------
Incorporation of the Surviving Corporation, as now in force and effect,
shall continue to be the Certificate of Incorporation of the Surviving
Corporation, except that Article "First" relating to the name of the
corporation is hereby amended by deleting Article "First" in its entirety
and replacing therefor the following:
"FIRST: The name of the corporation (which is herein referred to
as the Company) shall be Courtaulds Performance Films, Inc."
1.5 Bylaws. The present bylaws of the Surviving corporation
------
will be the bylaws of the Surviving Corporation and will continue in full
force and effect until changed, altered or amended as therein provided and
in the manner prescribed by the provisions of the General Corporation Law of
the State of Delaware.
1.6 Directors. The directors of the Surviving Corporation in
---------
office at the Effective Date shall be the members of the Board of Directors
of the Surviving Corporation, to serve until the election and qualification
of their successors.
1.7 Officers. The officers of the Surviving Corporation in
--------
office at the Effective Date shall be the officers of the Surviving
Corporation, to serve until the election and qualification of their
successors.
1.8 Common Stock of Terminating Corporations. On the Effective
----------------------------------------
Date, by virtue of the merger and without any action on the part of any
holder thereof, each share of capital stock of each Terminating corporation
outstanding immediately prior thereto shall be surrendered and extinguished.
Every share of treasury stock of each Terminating Corporation shall also be
canceled.
1.9 Common Stock of Surviving Corporation. On the Effective
-------------------------------------
Date, by virtue of the merger and without any action on the part of the
holder thereof, each share of capital stock of the Surviving Corporation
shall remain unchanged, and shall continue to represent one issued share of
the Surviving Corporation.
1.10 Effective Date. The merger provided for herein shall be
--------------
effective on September 30, 1991 at 11:59 p.m.
1.11 Further Assurances. From time to time, as and when
------------------
required by the Surviving Corporation or its successors and assigns, there
shall be executed and delivered on behalf of the Terminating Corporations
such deeds and other instruments, and there shall be taken or caused to be
taken by them such further and other action, as shall be appropriate or
necessary in order to vest or perfect in or to confirm of record or
otherwise in the Surviving Corporation, the title to and possession of all
the property, interests, assets, rights, privileges, immunities, powers,
franchises and authorities of each of the Terminating Corporations, and
otherwise to carry out the purposes of this Plan of Merger, and the Officers
and Directors of the Surviving corporation are fully authorized in the name
of and on behalf of each of the Terminating Corporations or otherwise to
take any and all such action and to execute and deliver any and all such
deeds and other instruments.
1.12 Abandonment. At any time before the Effective Date, this
-----------
Plan of Merger may be terminated and the merger abandoned by the Board of
Directors of the Surviving Corporation or of any of the Terminating
Corporations, or both, notwithstanding approval of this Plan of Merger by
the shareholders of the Surviving Corporation and the Terminating
Corporations.
II. Shareholder Approval
------------------------
These Articles and Agreement of Merger were adopted by the unanimous
consent of the shareholders of each of Gila River Products, Inc., Andus
Corporation, Courtaulds Performance Films of Virginia, Inc., and Martin
Processing, Inc.
III. Effective Date of Articles and Agreement of Merger
-------------------------------------------------------
These Articles and Agreement of Merger shall become effective at
11:59 p.m. on September 30, 1991.
IN WITNESS WHEREOF, the undersigned declare that the facts herein
stated are true as of September 24, 1991.
GILA RIVER PRODUCTS, INC.,
a Delaware Corporation
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Martha T. Wagner
- -------------------------
Martha T. Wagner,
Its Assistant Secretary
ANDUS CORPORATION
a California Corporation
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Paul W. Jennings
- ----------------------
Paul W. Jennings,
Its Secretary
COURTAULDS PERFORMANCE FILMS
OF VIRGINIA, INC.,
a Virginia Corporation
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Paul W. Jennings
- ----------------------
Paul W. Jennings,
Its Secretary
MARTIN PROCESSING, INC.,
a Virginia Corporation
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings,
Its Vice-President
Attest:
/s/ Martha T. Wagner
- ----------------------
Martha T. Wagner,
Its Secretary
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24 day of
September, 1991, by Paul W. Jennings, Vice President of Gila River Products,
Inc., on behalf of the Corporation, and attested by Martha T. Wagner,
Assistant Secretary of Gila River Products, Inc.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
-----------------------
Notary Public
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24 day of
September, 1991, by Paul W. Jennings, Vice-President of Andus Corporation,
on behalf of the Corporation, and attested by Paul W. Jennings, Secretary of
Andus Corporation.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
-----------------------
Notary Public
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24 day of
September, 1991, by Paul W. Jennings, Vice-President of Courtaulds
Performance Films of Virginia, Inc., on behalf of the Corporation, and
attested by Paul W. Jennings, Secretary of Courtaulds Performance Films of
Virginia, Inc.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
-----------------------
Notary Public
COMMONWEALTH OF VIRGINIA
COUNTY OF HENRY
The foregoing instrument was acknowledged before me this 24 day of
September, 1991, by Paul W. Jennings, Vice-President of Martin Processing,
Inc., on behalf of the Corporation, and attested by Martha T. Wagner,
Secretary of Martin Processing, Inc.
My commission expires: Nov. 30, 1993
-------------
/s/ Lena E. Painter
-----------------------
Notary Public
CERTIFICATE OF SECRETARY
OF
GILA RIVER PRODUCTS, INC.
The undersigned, being the Secretary of Gila River Products, Inc.
(the "Corporation") does hereby certify that the holders of all of the
outstanding stock of the Corporation dispensed with a meeting and vote of
stockholders, and all of the stockholders entitled to vote consented in
writing, pursuant to the provisions of Section 228 of the General
Corporation Law of the State of Delaware, to the adoption of the foregoing
Articles and Agreement of Merger.
Gila River Products, Inc.
By: /s/ Martha T. Wagner
--------------------------
Martha T. Wagner
Its Assistant Secretary
Dated: September 24, 1991
CERTIFICATE OF SECRETARY
OF
MARTIN PROCESSING, INC.
The undersigned, being the Secretary of Martin Processing, Inc.
(the "Corporation") does hereby certify that the holders of all of the
outstanding stock of the Corporation dispensed with a meeting and vote of
stockholders, and all of the stockholders entitled to vote consented in
writing, pursuant to the provisions of Section 228 of the General
Corporation Law of the State of Delaware, to the adoption of the foregoing
Articles and Agreement of Merger.
MARTIN PROCESSING, INC.
By: /s/ Martha T. Wagner
--------------------------
Martha T. Wagner
Its Assistant Secretary
Dated: September 24, 1991
CERTIFICATE OF SECRETARY
OF
ANDUS CORPORATION
The undersigned, being the Secretary of Andus Corporation (the
"Corporation") does hereby certify that the holders of all of the
outstanding stock of the Corporation dispensed with a meeting and vote of
stockholders, and all of the stockholders entitled to vote consented in
writing, pursuant to the provisions of the Stock Corporation Act of the
State of California, to the adoption of the foregoing Articles and Agreement
of Merger.
Andus Corporation
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings
Its Secretary
Dated: September 24, 1991
CERTIFICATE OF SECRETARY
OF
COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC.
The undersigned, being the Secretary of Courtaulds Performance
Films of Virginia, Inc. (the "Corporation") does hereby certify that the
holders of all of the outstanding stock of the Corporation dispensed with a
meeting and vote of stockholders, and all of the stockholders entitled to
vote consented in writing, pursuant to the provisions of the Stock
Corporation Act of the Commonwealth of Virginia, to the adoption of the
foregoing Articles and Agreement of Merger.
Courtaulds Performance Films of Virginia, Inc.
By: /s/ Paul W. Jennings
-----------------------
Paul W. Jennings
Its Secretary
Dated: September 24, 1991
CERTIFICATE OF OWNERSHIP AND MERGER
-----------------------------------
OF
--
MARTIN PROCESSING MIDWEST, INC.
-------------------------------
(a Delaware corporation)
------------------------
INTO
----
MARTIN PROCESSING, INC.
-----------------------
(a Delaware corporation)
------------------------
The undersigned President of Martin Processing, Inc. hereby certifies
as follows:
1. Martin Processing, Inc. is a business corporation of the State of
Delaware.
2. Martin Processing, Inc. owns 100% of the authorized and issued
capital stock of Martin Processing Midwest, Inc., which is also a Delaware
business corporation.
3. Attached hereto is a true, correct and complete copy of a resolution
adopted by the Board of Directors of Martin Processing, Inc., by unanimous
written consent pursuant to Section 141 of the General Corporation Law of
the State of Delaware, providing for the merger of Martin Processing
Midwest, Inc. into Martin Processing, Inc., and providing for Martin
Processing, Inc., to be the surviving corporation.
WITNESS my signature this 31st day of May, 1990.
ATTEST:
/s/ Martha T. Wagner
- --------------------- ------------------------------------
Secretary President, Martin Processing, Inc.
UNANIMOUS WRITTEN CONSENT
RESOLUTION OF THE BOARD OF DIRECTORS
OF MARTIN PROCESSING, INC.
PURSUANT TO SECTION 141 OF THE
GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE
WHEREAS, Martin Processing, Inc., a Delaware corporation, owns 100% of
the authorized and issued capital stock of Martin Processing Midwest, Inc.,
a Delaware corporation;
WHEREAS, the Board of Directors of Martin Processing, Inc. has
determined that the operations of the two corporations will be conducted
more efficiently and effectively if the same are merged, with Martin
Processing, Inc. as the survivor corporation; and
BE IT RESOLVED by the Board of Directors of Martin Processing, Inc.
that;
1. Martin Processing Midwest, Inc. be merged into Martin Processing,
Inc., with Martin Processing, Inc. to be the surviving corporation and that
all the estate, property, rights, privileges, powers and franchises of
Martin Processing Midwest, Inc. be vested in and held and enjoyed by Martin
Processing, Inc.
2. Martin Processing, Inc. shall assume all of the obligations of
Martin Processing Midwest, Inc.
3. All of the issued and outstanding capital stock of Martin Processing
Midwest, Inc. is hereby cancelled and extinguished.
4. The president or a vice president of Martin Processing,
Inc. is authorized and directed to execute and file with the Secretary of
State of Delaware a certificate of merger as required pursuant to Section
253 of the General Corporation Law of the State of Delaware and to execute
and deliver all other certificates and instruments and to take all such
further action as they may consider necessary or desirable in connection
with the merger of Martin Processing Midwest, Inc. into Martin Processing, Inc.
5. This resolution and the merger provided for hereby shall be
effective May 31, 1990.
IN WITNESS of their unanimous consent to the foregoing actions, all
of the members of the Board of Directors have affixed their signatures below,
indicating the respective dates on which their signatures were affixed.
5/31/90
- ----------------------------- ---------------------------
Date Director
5/31/90
- ----------------------------- ---------------------------
Date Director
5/31/90
- ----------------------------- ---------------------------
Date Director
5/31/90
- ----------------------------- ---------------------------
Date Director
5/31/90
- ----------------------------- ---------------------------
Date Director
5/31/90
- ----------------------------- ---------------------------
Date Director
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COURTAULDS PERFORMANCE FILMS, INC.
Courtaulds Performance Films, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST. That the Board of Directors of said corporation, by unanimous
written consent in lieu of a meeting in accordance with the provisions of
Section 141 of the General Corporation Law of the State of Delaware, adopted
the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable
and in the best interest of the Company that Article FIRST of the Certificate
of Incorporation be amended to read as follows:
FIRST. The name of the corporation (hereinafter called the
"Corporation") is CPFilms Inc.
SECOND. That the said amendment has been consented to and authorized
by the sole stockholder by written consent given in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
THIRD. That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this
Certificate to be signed by Philip Solomon this 16th day of December, 1998.
/s/ Philip Solomon
------------------------------------
Philip Solomon
Corporate Secretary
Courtaulds Performance Films, Inc.