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 ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"TEKNI-PLEX, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE FIFTEENTH DAY OF MARCH, A.D. 1994,
AT 9 O'CLOCK A.M.
CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "TP ACQUISITION COMPANY,
INC." TO "TEKNI-PLEX, INC.", FILED THE EIGHTEENTH DAY OF MARCH, A.D. 1994, AT 9
O'CLOCK A.M.
RESTATED CERTIFICATE, FILED THE TWENTY-NINTH DAY OF MAY, A.D. 1997, AT 9
O'CLOCK A.M.
CERTIFICATE OF OWNERSHIP, FILED THE TWELFTH DAY OF AUGUST, A.D. 1997, AT
4:30 O'CLOCK P.M.
/s/ Edward J. Freel
---------------------------------
Edward J. Freel, Secretary of State
<PAGE>
CERTIFICATE OF INCORPORATION
of
TP ACQUISITION COMPANY, INC.
THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the
provisions of the General Corporation Law of the State of Delaware, does hereby
certify as follows:
1. The name of the corporation is TP ACQUISITION COMPANY, INC. (the
"Corporation").
2. The address of the Corporation's registered office in the State of
Delaware is: Three Christina Center, 201 N. Walnut Street, City of Wilmington,
County of New Castle, Delaware 19801. The name of its registered agent at such
address is The Company Corporation.
3. The nature of the business or purposes to be conducted or promoted by
the Corporation are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
4. The total number of shares of capital stock which the Corporation shall
have authority to issue is Twenty Thousand (20,000) shares of common stock,
$.01 par value per share (the "Common Stock").
5. The following provisions relate to the management of the business and
the conduct of the affairs of the Corporation and are not inserted for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:
(A) The election of officers may be conducted in any manner the
By-Laws provide, and need not be by written ballot.
(B) The board of Directors shall have the power to make, alter, amend
or repeal the By-Laws of the Corporation, except to the extent that the
By-Laws otherwise provide.
6. The corporation shall indemnify to the full extent authorized by law
any person made or threatened to be made a party to an action or proceeding
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director or officer of the
Corporation or serves or served any other enterprise as a director or officer
at the request of the Corporation or any predecessor of the Corporation. No
director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the director derived an improper personal benefit.
7. The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any
time in the manner now or hereafter prescribed by the law of the State of
Delaware, and all rights herein conferred upon stockholders, directors and
officers are subject to this reserved power.
8. The name and mailing address of the sole Incorporator of the
Corporation is Susan Fields, c/o Reid & Priest, 40 West 57th Street, New York,
New York 10019.
IN WITNESS WHEREOF, the undersigned, being the sole Incorporator
hereinabove named, does hereby certify that the facts hereinabove stated are
truly set forth and, accordingly, hereby executes this Certificate of
Incorporation this 14th day of March, 1994.
/s/ Susan Fields
---------------------------
Incorporator
<PAGE>
CERTIFICATE OF MERGER
OF
TEKNI-PLEX INC.
(a Delaware Corporation)
INTO
TP ACQUISITION COMPANY, INC.
(a Delaware Corporation)
***********************
The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follow:
NAME STATE OF INCORPORATION
---- ----------------------
TEKNI-PLEX INC. Delaware
TP ACQUISITION COMPANY, INC. Delaware
SECOND: That an Agreement and Plan of Merger between the constituent
corporations has been approved, adopted, certified, executed and acknowledged
by each of the constituent corporations in accordance with the requirements of
Section 251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is TP
ACQUISITION COMPANY, INC. (the "Surviving Corporation"), which pursuant to
Article Four in this Certificate of Merger is hereby changed to TEKNI-PLEX,
INC.
FOURTH: That the Certificate of Incorporation of the Surviving Corporation
shall be its Certificate of Incorporation except that Article One thereof shall
be amended in its entirety to read as follows:
"The name of the corporation is TEKNI-PLEX, INC. (the "Corporation")."
FIFTH: That the executed Agreement and Plan of Merger is on file at the
principal place of business of the Surviving Corporation. The address of said
principal place of business of the Surviving Corporation is 201 Industrial
Parkway, Somerville, NJ 08873.
SIXTH: That a copy of the Agreement and Plan of Merger will be furnished
by the Surviving Corporation on request and without cost to any stockholder of
any constituent corporation.
SEVENTH: This Certificate of Merger sha1l be effective on the date of
filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned corporation has caused this
certificate to be signed by its President and attested by its Assistant
Secretary the 18th day of March, 1994.
ATTEST: TP ACQUISITION COMPANY, INC.
By: /s/ Gregory Katz By: /s/ F. Patrick Smith
------------------------- -------------------------
Name: Gregory Katz Name: F. Patrick Smith
Title: Assistant Secretary Title: President
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
TEKNI-PLEX, INC.
TEKNI-PLEX, INC. (hereinafter called the "Corporation"), a Corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, does hereby certify:
FIRST: The present name of the Corporation in TEKNI-PLEX, INC. and, the
name under which the Corporation was originally incorporated is TP ACQUISITION
COMPANY, INC., and the date of filing the original certificate of incorporation
of the Corporation with the Secretary of State of the State of Delaware is
March 15, 1994.
SECOND: The provisions of the certificate of incorporation of the
Corporation as heretofore amended and/or supplemented are hereby restated in
their entirety and integrated into the single instrument which is hereinafter
set forth, and which is entitled Restated Certificate of Incorporation of
TEKNI-PLEX, INC. without any further amendment and without any discrepancy
between the provisions of the certificate of incorporation as heretofore
amended and supplemented and the provisions of the said single instrument
hereinafter set forth.
THIRD: The restatement in its entirety of the certificate of incorporation
herein certified has been duly adopted by the board of directors of the
Corporation in accordance with the provisions of Sections 141 and 245 of the
General Corporation Law of the State of Delaware.
FOURTH: The certificate of incorporation of the Corporation, as restated
in its entirety herein, shall henceforth read as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
TEKNI-PLEX, INC.
1. The name of the Corporation is TEKNI-PLEX, INC. (the "Corporation").
2. The address of the Corporation's registered office in the State of
Delaware is: 1313 N. Market Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The Company
Corporation.
3. The nature of the business or purposes to be conducted or promoted by
the Corporation are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
4. The total number of shares of capital stock which the Corporation shall
have authority to issue is Twenty Thousand (20,000) shares of common stock,
$.01 par value per share (the "Common Stock").
5. The following provisions relate to the management of the business and
the conduct of the affairs of the Corporation and are not inserted for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:
(A) The election of officers may be conducted in any manner the
By-Laws provide, and need not be by written ballot.
(B) The Board of Directors shall have the power to make, alter, amend
or repeal the By-Laws of the Corporation, except to the extent that the
By-Laws otherwise provide.
6. The Corporation shall indemnify to the full extent authorized by law
any person made or threatened to be made a party to an action or proceeding
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director or officer of the
Corporation or serves or served any other enterprise as a director or officer
at the request of the Corporation or any predecessor of the Corporation. No
director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the director derived an improper personal benefit.
7. The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any
time in the manner now or hereafter prescribed by the law of the State of
Delaware, and all rights herein conferred upon stockholders, directors and
officers are subject to this reserved power.
<PAGE>
Executed on this 20th day of May, 1997
/s/ Dr. F. Patrick Smith
------------------------------------
Name: Dr. F. Patrick Smith
Title: Chairman of the Board and
Chief Executive Officer
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
DOLCO PACKAGING CORP.
INTO
TEKNI-PLEX, INC.
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
TEKNI-PLEX, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY
FIRST: That the Corporation was incorporated on the 15th day of March,
1994, pursuant to the General Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of common
stock of DOLCO PACKAGING CORP., a corporation originally incorporated on the
21st day of November 1966, pursuant to the General Corporation Law of the State
of Delaware (the "Subsidiary").
THIRD: That the Board of Directors of the Corporation, by resolutions duly
adopted at a meeting held on August 7, 1997, and attached hereto as Exhibit A,
determined to merge the Subsidiary with and into the Corporation.
FOURTH: That the Corporation is to be the surviving corporation of the
merger (the "Surviving Corporation").
FIFTH: That the Certificate of Incorporation and the Bylaws of the
Corporation shall be the Certificate of Incorporation and the Bylaws of the
Surviving Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its Chairman and Chief Executive Officer and attested by its
Secretary, this 7th day of August, 1997.
TEKNI-PLEX, INC.
By /s/ F. Patrick Smith
---------------------------------
Name: F. Patrick Smith
Title: Chairman and Chief Executive Officer
ATTEST
By /s/ Arthur P Witt
------------------------------
Name: Arthur P Witt
Title: Secretary
<PAGE>
Exhibit A
RESOLVED, that the Company shall merge (the "Merger") with Dolco Packaging
Corp., with the Corporation being the surviving corporation of the Merger (the
"Surviving Corporation"), as contemplated by the Certificate of Ownership and
Merger of the Corporation (the "Certificate of Merger"); and be it further
RESOLVED, that any executive officer of the Company be, and each of them
hereby is, authorized to execute, deliver and file on behalf of the Company the
Certificate of Merger, in such form and with such modifications and supplements
thereto as any executive officer of the Company may approve, together with all
other agreements, certificates, instruments and other documents related thereto
as may be necessary or desirable to effect the Merger; and be it further
RESOLVED, that the acts and deeds heretofore done by any director or
officer of the Company for or on behalf of the Company in entering into,
executing, delivering and attesting to the Certificate of Merger and all other
agreements, certificates, instruments and other documents related thereto be,
and hereby are, in all respects ratified, confirmed and approved.
<PAGE>
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
TEKNI-PLEX, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
******
TEKNI-PLEX, INC., a Delaware corporation (hereinafter called the
"Corporation"), does hereby certify as follows:
FIRST: The present name of the Corporation is TEKNI-PLEX, INC. The name
under which the Corporation was originally incorporated is TP ACQUISITION
COMPANY, INC., and the date of filing of the original certificate of
incorporation of the Corporation with the Secretary of State of the State of
Delaware is March, 15, 1994.
SECOND: Article 4 of the Corporation's Certificate of Incorporation is
hereby amended to read in its entirety as set forth below:
4. (a) The total number of shares of stock that the Corporation shall
have authority to issue is Twenty Thousand (20,000) shares of common
stock, $.01 par value per share (the "Common Stock")
(b) In connection with any sale, assignment, transfer or other
disposition (each a "Transfer") of the Common Stock to Tekni-Plex Partners
LLC ("TPP LLC") made on the date of the Effective Time (as defined in the
Recapitalization Agreement) in connection with the transactions
contemplated by the Recapitalization Agreement dated as of April 12, 2000,
among the Corporation, TPP LLC, MST/TP Partners L.P., MST/TP Holding,
Inc., MST Partners, L.P., MST Offshore Partners C.V., MST Management,
L.P., MST Offshore Management N.V., Weston Presidio Offshore Capital C.V.,
Weston Presidio Capital III L.P., WPC Entrepreneur Fund L.P., SBIC
Partners L.P., J.P. Morgan Capital Corporation, Tekni-Plex Management LLC
and other investors (the "Recapitalization Agreement"), TPP LLC, as
transferee of such Common Stock, shall have no right to vote such Common
Stock so transferred.
THIRD: The foregoing amendment was duly adopted in accordance with Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, TEKNI-PLEX, INC. has caused this Certificate to be
duly executed in its corporate name this 20th day of June, 2000.
TEKNI-PLEX, INC.
By: _________________________
Name: Dr. F. Patrick Smith
Title: Chairman and Chief Executive Officer
