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Document/Exhibit Description Pages Size 1: F-10 Registration Statement of a Foreign Private Issuer HTML 1.14M (Not Effective Immediately) 2: EX-3.1 Articles of Angiotech Pharmaceuticals, Inc. HTML 331K 11: EX-3.10 Memorandum and Articles of Association HTML 195K 12: EX-3.11 Memorandum and Articles of Association HTML 180K 13: EX-3.12 Memorandum and Articles of Association HTML 180K 14: EX-3.13 Memorandum and Articles of Association HTML 180K 15: EX-3.14 Memorandum and Articles of Association HTML 180K 16: EX-3.15 Order of Amalgamation HTML 201K 17: EX-3.16 Partnership Agreement HTML 184K 18: EX-3.17 Order of Amalgamation HTML 200K 19: EX-3.18 Certificate of Merger of Afmedica, Inc. HTML 38K 20: EX-3.19 Bylaws of Afmedica, Inc. HTML 127K 3: EX-3.2 Articles of 0741693 B.C. Ltd. HTML 252K 21: EX-3.20 Certificate of Incorporation HTML 41K 22: EX-3.21 Amended and Restated Bylaws HTML 65K 23: EX-3.22 Certificate of Incorporation HTML 40K 24: EX-3.23 Bylaws of American Medical Instruments, Inc. HTML 60K 25: EX-3.24 Certificate of Incorporation HTML 95K 26: EX-3.25 Bylaws of Angiotech Biocoatings Corp. HTML 52K 27: EX-3.26 Articles of Organization HTML 32K 28: EX-3.27 Operating Agreement HTML 62K 29: EX-3.28 Amended and Restated Articles of Incorporation HTML 45K 30: EX-3.29 Bylaws of Angiotech Pharmaceuticals (Us), Inc. HTML 62K 4: EX-3.3 Articles of 0761717 B.C. Ltd. HTML 283K 31: EX-3.30 Certificate of Incorporation HTML 42K 32: EX-3.31 Bylaws of B.G. Sulzle, Inc. HTML 59K 33: EX-3.32 Articles of Organization HTML 43K 34: EX-3.33 Operating Agreement HTML 118K 35: EX-3.34 Certificate of Incorporation HTML 42K 36: EX-3.35 Bylaws of Manan Medical Products, Inc. HTML 60K 37: EX-3.36 Certificate of Incorporation HTML 40K 38: EX-3.37 Bylaws of Medical Device Technologies, Inc. HTML 59K 39: EX-3.38 Certificate of Merger HTML 38K 40: EX-3.39 Bylaws of of Neucoll, Inc. HTML 64K 5: EX-3.4 Memorandum and Articles of Association HTML 180K 41: EX-3.40 Articles of Incorporation HTML 36K 42: EX-3.41 Bylaws of Point Technologies, Inc. HTML 50K 43: EX-3.42 Certificate of Incorporation HTML 42K 44: EX-3.43 Bylaws of Surgical Specialties Corporation HTML 60K 45: EX-3.44 Certificate of Incorporation HTML 59K 46: EX-3.45 Bylaws of Quill Medical, Inc. HTML 120K 47: EX-3.46 Certificate of Incorporation HTML 43K 48: EX-3.47 Amended and Restated Bylaws HTML 61K 49: EX-3.48 Memorandum and Amended Articles of Association HTML 81K 50: EX-3.49 Memorandum & Articles of Association HTML 177K 6: EX-3.5 Memorandum and Articles of Association HTML 180K 51: EX-3.50 Memorandum & Articles of Association HTML 177K 7: EX-3.6 Memorandum and Articles of Association HTML 180K 8: EX-3.7 Memorandum and Articles of Association HTML 195K 9: EX-3.8 Memorandum and Articles of Association HTML 195K 10: EX-3.9 Memorandum and Articles of Association HTML 195K 52: EX-4.1 Indenture HTML 658K 53: EX-4.2 Supplemental Indenture HTML 42K 54: EX-5.1 Opinion of Sullivan & Cromwell LLP, Special Us HTML 34K Counsel 55: EX-5.2 Opinion of Irwin, White & Jennings, British HTML 40K Columbia Counsel 56: EX-5.3 Opinion of Stewart McKelvey, Nova Scotia Counsel HTML 43K 57: EX-5.4 Opinion of Lionel Sawyer & Collins, Nevada Counsel HTML 33K 58: EX-5.5 Opinion of Heller Ehrman White & McAuliffe LLP, HTML 57K Washington Counsel 59: EX-5.6 Opinion of Faegre & Benson LLP, Colorado Counsel HTML 42K 60: EX-5.7 Opinion of McConnell Valdes, Puerto Rico Counsel HTML 41K 61: EX-5.8 Opinion of Herbert Smith LLP, England & Wales HTML 74K 62: EX-23.1 Consent of Ernst & Young LLP HTML 29K 63: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 27K 64: EX-23.3 Consent of Hughes Pittman and Gupton LLP HTML 28K 65: EX-25.1 Statement of Eligibility of the Trustee on Form HTML 67K T-1 66: EX-99.1 Letter of Transmittal HTML 114K 67: EX-99.2 Notice of Guaranteed Delivery HTML 38K
Certificate of Incorporation |
Exhibit 3.30
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 11/14/1997 971390054 – 2821481 |
CERTIFICATE OF INCORPORATION OF
NEEDLE ACQUISITION CORP.
THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: The name of the corporation is;
NEEDLE ACQUISITION CORP.
SECOND: The registered office of the corporation is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, State of Delaware, 19805-1297. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the Corporation is authorized to issue is one thousand (1,000) designated as Common Stock with a par value of One Dollar ($1.00) per share.
FIFTH: The name and address of the Incorporator are as follows:
NAME |
ADDRESS | |
Patricia Cosentino | 32 North LaSalle Street |
SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
(1) The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of directors need not be by ballot unless the by-laws SO provide.
(2) The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens and all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.
(3) The Directors in their discretion may submit any contract or act for approval or ratification at any annual
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meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holder of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise by open to legal attack because of directors’ interest or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation? subject nevertheless, to the provisions of the statutes of Delaware, of this Certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.
SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them
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and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
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EIGHTH: The personal liability of Directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General corporation Law of the State of Delaware, as the same may be amended and supplemented.
NINTH: 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 law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.
IN WITNESS WHEREOF, I have hereunto set my hand and seal.
/s/ Patricia Cosentino |
Incorporator |
Patricia Cosentino |
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STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 12/09/1998 981473147 – 2821481 |
CERTIFICATE OF OWNERSHIP
AND MERGER OF
B.G. SULZLE, INC.
WITH AND INTO
NEEDLE ACQUISITION CORP.
NEEDLE ACQUISITION CORP., a Delaware corporation (the “Corporation”), does hereby certify as follows:
FIRST: That the Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the issued and outstanding shares of capital stock of B.G. Sulzle, Inc., a New York corporation (“B.G. Sulzle”).
THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted on December 2, 1998, determined to merge B.G. Sulzle into the Corporation on the conditions set forth in such resolutions:
WHEREAS, the Corporation owns all of the issued and outstanding shares of each class of stock of B.G. Sulzle, Inc., a New York corporation (the “Subsidiary”);
WHEREAS, the Board of Directors of the Corporation deems it to be in the best interests of the Corporation to adopt an Agreement and Plan of Merger in the form submitted to the directors herewith, providing for the merger of the Subsidiary into the Corporation effective as of 5:00 p.m. Eastern Standard Time on December 31, 1998 (the “Plan of Merger”); and
WHEREAS, in connection with the Plan of Merger, the Board of Directors of the Corporation deems it to be in the best interests of the Corporation to amend its Certificate of Incorporation to change its name to “B.G. Sulzle, Inc.” (the “Amendment”).
NOW, THEREFORE, BE IT RESOLVED, that the Plan of Merger be, and it hereby is, approved;
FURTHER RESOLVED, that Article FIRST of the Certificate of Incorporation of the Corporation is hereby amended to read as follows:
FIRST: The name of the Corporation is “B.G. Sulzle, Inc.”
FURTHER RESOLVED, that a meeting of the stockholders of the Corporation be called to consider the Amendment unless stockholder approval is otherwise obtained in accordance with Delaware law;
FOURTH: That the effective time of the Certificate of Ownership and Merger, and the time when the merger therein certified shall become effective, shall be as of 5:00 p.m. Eastern Standard Time on December 31, 1998.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by R.C. Gluth, its Vice President this 2 day of December, 1998.
NEEDLE ACQUISITION CORP. , a Delaware corporation | ||
By: | /s/ R.C. Gluth | |
R.C. Gluth, Vice President |
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This ‘F-10’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 10/25/06 | 6-K, F-X | ||
Filed on: | 10/24/06 | 6-K | ||
12/31/98 | ||||
12/2/98 | ||||
List all Filings |