<PAGE> 1
Ex 4.4
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 IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER,
WHICH MERGES:
"VP ACQUISITION CORP.", A DELAWARE CORPORATION,
WITH AND INTO "VERMONT PURE HOLDINGS, LTD." UNDER THE NAME OF PLATINUM
ACQUISITION CORP.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE
STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE FIFTH DAY OF
OCTOBER, A.D. 2000, AT 1:15 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SECRETARY'S OFFICE SEAL]
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2219226 8100M AUTHENTICATION: 0718608
001504055 DATE: 10-05-00
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CERTIFICATE OF MERGER
of
VP ACQUISITION CORP.
with and into
VERMONT PURE HOLDINGS, LTD.
The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY:
FIRST: The name and state of incorporation of each of the constituent
corporations of the merger is as follows:
<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
---- ----------------------
<S> <C>
Vermont Pure Holdings, Ltd. Delaware
VP Acquisition Corp. Delaware
</TABLE>
SECOND: An 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 General Corporation Law of the State of Delaware.
THIRD: The corporation currently known as Vermont Pure Holdings, Ltd. shall
be the surviving corporation and shall upon the filing of this certificate of
merger be renamed PLATINUM ACQUISITION CORP.
FOURTH: The certificate of incorporation of the surviving corporation,
VERMONT PURE HOLDINGS, LTD., as in effect immediately prior to the merger, shall
be amended and restated in its entirety so that, as so amended, it reads as set
forth on Attachment 1 hereto.
FIFTH: The executed agreement of merger is on file at the principal place
of business of the surviving corporation. The address of the principal place of
business of the surviving corporation is Route 66, Catamount Industrial Park,
Randolph, Vermont 05060.
SIXTH: A copy of the agreement of merger will be furnished by the surviving
corporation, on request and without cost to any stockholder of either
constituent corporation.
IN WITNESS WHEREOF, Vermont Pure Holdings, Ltd. has caused this Certificate
of Merger to be executed by its President this 5th day of October, 2000.
VERMONT PURE HOLDINGS, LTD.
By: /s/ Timothy Fallon
-------------------------------
Timothy Fallon, President
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ATTACHMENT 1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PLATINUM ACQUISITION CORP.
FIRST: The name of the corporation (the "Corporation") is Platinum
Acquisition Corp.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, Delaware, County of New
Castle, and the name of its registered agent at such address is The Corporation
Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of capital stock that the Corporation
shall have the authority to issue shall be 100 shares of common stock, each of
which shall have a par value of $0.01, amounting to an aggregate par value of
$1.00.
FIFTH: The Board of Directors is authorized to make, alter or repeal the
by-laws of the Corporation. Election of directors need not be by written ballot.
SIXTH: The Corporation shall indemnify each person who at any time is, or
shall have been, a director or officer of the Corporation and was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer 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 expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
incurred in connection with any such action, suit or proceeding, to the maximum
extent permitted by the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended. The foregoing right of indemnification
shall in no way be exclusive of any other rights of indemnification to which any
such director or officer may be entitled, under any by-law, agreement, vote of
directors or stockholders or otherwise. No amendment to or repeal of the
provisions of this Article SIXTH shall deprive a director of officer of the
benefit hereof with respect to any act or failure to act occurring prior to such
amendment or repeal.
SEVENTH: No director of the Corporation shall be personally liable to the
Corporation or to any of its stockholders for monetary damages arising out of
such director's breach of fiduciary duty as a director of the Corporation,
except to the extent that the elimination or limitation of such liability is not
permitted by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended. No amendment to or repeal of the provisions
of this Article SEVENTH shall deprive any director of the Corporation of the
benefit
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hereof with respect to any act or failure to act of such director occurring
prior to such amendment or repeal.
EIGHTH: 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 this Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
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