State of Delaware
PAGE 1
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
"PURETEC CORPORATION" AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE SEVENTH DAY OF NOVEMBER, A.D.
1997, AT 4:30 O'CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE THIRD DAY OF MARCH, A.D. 1998, AT 10:45
O'CLOCK A.M.
CERTIFICATE OF CORRECTION, CHANGING ITS NAME FROM "P.T. HOLDING, INC." TO
"PURETEC CORPORATION", FILED THE SECOND DAY OF JULY, A.D. 1999, AT 9 O'CLOCK
A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TENTH DAY OF
NOVEMBER, A.D. 1999, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
--------------------------------
Edward J. Freel, Secretary of State
[SEAL OF THE STATE OF DELAWARE]
AUTHENTICATION: 0484369
DATE: 06-08-00
2818026 8100H
001290360
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 11/07/1997
971381022 - 2818026
CERTIFICATE OF INCORPORATION
OF
P.T. HOLDING, INC.
* * * * *
FIRST: The name of the Corporation is P.T. Holding, Inc.
SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporation may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
("Delaware Law").
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 100, and the par value of each such share is $1.00,
amounting in the aggregate to $100.
FIFTH: The name and mailing address of the incorporator are:
Name Mailing Address
--------------------------- ---------------------------
Susan A. Palius Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.
SIXTH: The names and mailing addresses of the persons who are to serve as
directors until the first annual meeting stockholders or until their successors
are elected and qualified are:
<PAGE>
Name Mailing Address
--------------------------- ---------------------------
Dr. F. Patrick Smith Tekni-Plex, Inc.
201 Industrial Parkway
Somerville, NJ 08876
SEVENTH: The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Corporation.
EIGHTH: Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.
NINTH: (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.
(2)(a) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or
was serving at the request of the Corporation as a director or officer, of
another corporation, partnership, joint venure, trust or other enterprise,
shall be indemnified and held harmless by the Corporation to the fullest extent
permitted by Delaware Law. The right to indemnification conferred in this
ARTICLE NINTH shall also include the right to be paid by the Corporation the
expenses incurred in connection with any such proceeding in advance of its
final disposition to the fullest extent authorized by Delaware Law. The right
to indemnification conferred in this ARTICLE NINTH shall be a contract right.
(b) The Corporation may, be action of its Board of Directors, provide
indemnification to such of the officers, employees and agents of the
Corporation to such extent and to such effect as the Board of Directors shall
determine to be appropriate and authorized by Delaware Law.
(3) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such whether or
2
<PAGE>
not the Corporation would have the power to indemnify him against such liability
under Delaware Law.
(4) The rights and authority conferred in this ARTICLE NINTH shall not be
exclusive of any other right which any person may otherwise have or hereafter
acquire.
(5) Neither the amendment nor repeal of this ARTICLE NINTH, nor the
adoption of any provision of this Certificate of Incorporation or the bylaws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE NINTH
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modifications.
TENTH: The Corporation reserves the right to amend this Certificate of
Incorporation in any manner permitted by Delaware Law and, with the sole
exception of those rights and powers conferred under the above ARTICLE NINTH,
all rights and powers conferred herein on stockholders, directors and officers,
if any, are subject to this reserved power.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of
November, 1997.
/s/ Susan A. Palius
--------------------------------
Susan A. Palius
Incorporator
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<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:45 PM 03/03/1998
981081018 - 2416069
CERTIFICATE OF MERGER
OF
P. T. HOLDING, INC.
INTO
PURETEC CORPORATION
(Pursuant to Section 251 of
the General Corporation Law of the State of Delaware)
* * * * *
The undersigned does hereby certify that:
FIRST: The name and state of incorporation of each of the constituent
corporations is as follows:
Name State of Incorporation
PureTec Corporation Delaware
P.T. Holding, Inc. Delaware
SECOND: An Agreement and Plan of Merger (the "Agreement") dated as of
November 11, 1997, among Tekni-Plex, Inc., a Delaware corporation, P.T.
Holding, Inc. ("Merger Sub"), Plastic Specialties & Technologies, Inc. and
PureTec Corporation has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251(c) of the General Corporation Law of the State of
Delaware.
THIRD: The name of the surviving corporation is PureTec Corporation.
FOURTH: The certificate of incorporation of PureTec Corporation shall be
the certificate of incorporation of the surviving corporation. The bylaws of
Merger Sub shall be the bylaws of the surviving corporation.
<PAGE>
FIFTH: The executed Agreement is on file at the principal place of
business of the surviving corporation at PureTec Corporation, 65 Railroad
Avenue, Ridgefield, New Jersey 07657.
SIXTH: A copy of the Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: This Certificate of Merger shall be effective immediately upon
filing on March 3, 1998.
2
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this instrument to be duly
executed by its authorized officer.
Dated: March 3, 1998
P. T. HOLDING, INC.
By: /s/ F. Patrick Smith
----------------------
Name: F. Patrick Smith
President
Attest:
/s/ A. Witt
-----------------------
Secretary
PURETEC CORPORATION
By: /s/ Fred Broling
----------------------
Name: Fred Broling
Chief Executive Officer
Attest:
[signature illegible]
-----------------------
Secretary
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<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/02/1999
991273323 - 2416069
CERTIFICATE OF CORRECTION
TO THE
CERTIFICATE OF MERGER
FILED 3/3/98 BETWEEN
P.T. HOLDING, INC.
and
PURETEC CORPORATION
------------------------------------------------
Pursuant to Section 103(f) of the
General Corporation Law of the State of Delaware
------------------------------------------------
The undersigned do hereby certify that:
(1) a Certificate of Merger of P.T. Holding, Inc., a Delaware corporation
("PTH"), into PureTec Corporation, a Delaware corporation ("PureTec"), was
filed with the Secretary of State of the State of Delaware on March 3, 1998
(the "Certificate of Merger");
(2) the Certificate of Merger erroneously provided that the surviving
corporation in such merger was PureTec rather than PTH; and
(3) this Certificate of Correction sets forth below the portion of the
Certificate of Merger to be corrected in order to permit PTH to be deemed the
surviving entity and to change the name of PTH to "PureTec Corporation".
Accordingly, Articles THIRD and FOURTH of the Certificate of Merger are
replaced in their entirety by the following as of the date of the original
filing of the Certificate of Merger:
"THIRD: The name of the surviving corporation of the merger is P.T.
Holding, Inc.
FOURTH: a) The Certificate of Incorporation of P.T. Holding, Inc. shall be
the Certificate of Incorporation of the surviving corporation, with such
amendments as are specified below. The by-laws of P.T. Holding, Inc. shall be
the by-laws of the surviving corporation.
b) Article FIRST of the Certificate of Incorporation of P.T. Holding, Inc.
is hereby amended to read as follows:
The name of the corporation is PureTec Corporation."
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Certificates of
Correction to be executed by their respective officers thereunto duly
authorized this 2nd day of July, 1999.
P.T. HOLDING, INC.
By: /s/ William A. Walkowiak
------------------------
William A. Walkowiak
Vice President
PURETEC CORPORATION
By: /s/ William A. Walkowiak
------------------------
William A. Walkowiak
Vice President
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/10/1999
991477885 - 2818026
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
PURETEC CORPORATION
2. The registered office of the corporation within the State of Delaware
is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New
Castle.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to Corporation Service Company, the business office of which is
identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on Nov. 3, 1999
/s/ William A. Walkowiak
--------------------------
Name: William A. Walkowiak
Title: Vice President
