EXHIBIT 2.1
STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP
SUBSIDIARY INTO PARENT
Section 253
CERTIFICATE OF OWNERSHIP
MERGING
DS HOLDING, INC.
INTO
FM DS HOLDING, INC.
(Pursuant to Section 253 of the General Corporation Law of Delaware)
FM DS Holding, Inc., a corporation incorporated on the 13th day of March, 2000,
pursuant to the provisions of the General Corporation Law of the State of
Delaware:
DOES HEREBY CERTIFY that this corporation owns 100% of the capital stock
of DS Holding, Inc., a corporation incorporated on the 13th day of March, 2000
in the State of Delaware, pursuant to the provisions of the General Corporation
Law, and that this corporation, by unanimous consent of its Board of Directors
duly executed on the 25th day of May, 2000, determined to and did merge into
itself said DS Holding, Inc.
1. Attached hereto is a copy of the Consent in Lieu of Meeting of the Board
of Directors of FM DS Holding, Inc., a Delaware corporation (the
"Company"), approving the merger of DS Holding, Inc., a Delaware
corporation, with and into the Company.
2. This unanimous consent was executed on May 25th, 2000.
3. The Company owns one hundred percent (100%) of the issued and outstanding
shares of DS Holding, Inc.
IN WITNESS WHEREOF, said FM DS Holding, Inc. has caused its corporate seal
to be affixed and this certificate to be signed by John C. Burns, an authorized
officer, this 25th day of May, 2000.
/s/ JOHN C. BURNS
----------------------------
JOHN C. BURNS
President
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
Pursuant to Sections 253 and 103 of Title 8 of the Delaware Code, the
undersigned hereby executes this Certificate of Ownership and Merger (the
"Certificate").
1. Attached hereto is a copy of the resolutions of the Board of Directors of
FM DS Holding, Inc., a Delaware corporation (the "Corporation"), approving
the merger of DS Holding, Inc., a Delaware corporation, with and into the
Corporation.
2. These resolutions were adopted on May 25th, 2000.
3. The Company owns one hundred percent (100%) of the issued and outstanding
shares of DS Holding, Inc.
DATED this 25th day of May, 2000.
/s/ JOHN C. BURNS
----------------------------
JOHN C. BURNS
In his capacity as President of
FM DS Holding, Inc.
STATE OF NEW JERSEY )
)ss.
COUNTY OF SOMERSET )
I certify that I know or have satisfactory evidence that JOHN C. BURNS is
the person who appeared before me, and said person acknowledged that the facts
stated therein are true and that he signed this instrument under oath and
stated he was authorized to execute the instrument and acknowledged it as the
President of FM DS Holding, Inc., to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
GIVEN under my hand and official seal this 25th day May, 2000.
/s/
-----------------------------
[illegible]
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES MARCH 19, [illegible]
<PAGE>
Consent in Lieu of Meeting
Of the Board of Directors
The undersigned, constituting the entire Board of Directors of FM DS
Holding, Inc., a Delaware corporation (the "Corporation"), hereby unanimously
consent to and adopt, pursuant to Section 141(f) of the General Corporation Law
of the State of Delaware, the following resolutions:
WHEREAS the Corporation lawfully owns one hundred percent (100%) of the
outstanding stock of DS Holding, Inc., a corporation organized and existing
under the laws the State of Delaware; and
WHEREAS, the Corporation desires to merge into itself the said DS Holding,
Inc., and to be possessed of all the estate, property, rights, privileges and
franchises of said DS Holding, Inc.;
Now, THEREFORE, BE IT RESOLVED, that the Corporation merge into itself
said DS Holding, Inc., and assumes all of its liabilities and obligations; and
FURTHER RESOLVED, that an authorized officer of the Corporation be and he
is hereby directed to make and execute a certificate of ownership setting forth
a copy of this resolution to merge said DS Holding, Inc. and assume its
liabilities and obligations, and the date of adoption thereof, and to file the
same in the office of the Secretary of State of Delaware, and a certified copy
thereof in the Recorder of Deeds of New Castle County; and
FURTHER RESOLVED, that the officers of the Corporation be and they hereby
are authorized and directed to do all acts and things whatsoever, whether
within or without the State of Delaware, which may be in any way necessary or
proper to effect said merger.
IN WITNESS WHEREOF, we have hereunto signed our names this 25th day of
May, 2000.
/s/ John C. Burns /s/ Thomas Tubridy
--------------------------- ---------------------------
John C. Burns Thomas Tubridy
/s/ Ronald J. Gizzi
---------------------------
Ronald J. Gizzi
<PAGE>
STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP
SUBSIDIARY INTO PARENT
Section 253
CERTIFICATE OF OWNERSHIP
MERGING
FM DS HOLDING, INC.
INTO
FORMICA CORPORATION
(Pursuant to Section 253 of the General Corporation Law of Delaware)
Formica Corporation, a corporation incorporated on the 8th day of December,
1969, pursuant to the provisions of the General Corporation Law of the State of
Delaware:
DOES HEREBY CERTIFY that this corporation owns 100% of the capital stock
of FM DS Holding, Inc., a corporation incorporated on the 13th day of March,
2000 in the State of Delaware, pursuant to the provisions of the General
Corporation Law, and that this corporation, by unanimous consent of its Board
of Directors duly executed on the 25th day of May, 2000, determined to and did
merge into itself said FM DS Holding, Inc., which resolution is in the
following words to wit:
WHEREAS the Corporation lawfully owns one hundred percent (100%) of the
outstanding stock of FM DS Holding, Inc., a corporation organized and existing
under the laws the State of Delaware; and
WHEREAS, the Corporation desires to merge into itself the said FM DS
Holding, Inc., and to be possessed of all the estate, property, rights,
privileges and franchises of said FM DS Holding, Inc.;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge into itself
said FM DS Holding, Inc., and assumes all of its liabilities and obligations;
and
FURTHER RESOLVED, that an authorized officer of the Corporation be and he
is hereby directed to make and execute a certificate of ownership setting forth
a copy of this resolution to merge said FM DS Holding, Inc. and assume its
liabilities and obligations, and the date of adoption thereof, and to file the
same in the office of the Secretary of State of Delaware, and a certified copy
thereof in the office of the Recorder of Deeds of New Castle County; and
<PAGE>
FURTHER RESOLVED, that the officers of the Corporation be and they hereby
are authorized and directed to do all acts and things whatsoever, whether
within or without the State of Delaware, which may be in any way necessary or
proper to effect said merger.
IN WITNESS WHEREOF, said Formica Corporation has caused its corporate seal
to be affixed and this certificate to be signed by David Schneider, an
authorized officer, this 25th day of May, 2000.
/s/ DAVID SCHNEIDER
-----------------------------
DAVID SCHNEIDER
Vice President
STATE OF NEW JERSEY )
) ss.
COUNTY OF SOMERSET )
I certify that I know or have satisfactory evidence that DAVID SCHNEIDER
is the person who appeared before me, and said person acknowledged that the
facts stated therein are true and that he signed this instrument under oath and
stated he was authorized to execute the instrument and acknowledged it as the
Vice President of Formica Corporation, to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
GIVEN under my hand and official seal this 25th day May, 2000.
/s/
-----------------------------
[illegible]
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES MARCH [illegible]
