Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Cott Beverages Inc. 119 491K
9: EX-3.10 Certificate of Incorporation of Cott Vending Inc. 2 11K
10: EX-3.11 Bylaws of Cott Vending Inc. 10 43K
11: EX-3.12 Certificate of Formation of Interim Bcb, LLC 3 12K
12: EX-3.13 Amended & Restated Operating Agreement;Interim Bcb 11 39K
2: EX-3.3 Articles of Incorporation Cott Beverages Inc. 6 19K
3: EX-3.4 Bylaws of Cott Beverages Inc... 9 38K
4: EX-3.5 Amended & Restated Certificate of Incorporation... 6 16K
5: EX-3.6 Memo of Assoc & Amended & Restated Cert. of Inc. 2 11K
6: EX-3.7 Articles of Assoc & Bylaws of Cott Holdings Inc. 1 9K
7: EX-3.8 Articles of Incorporation of Cott Usa Corp. 4 16K
8: EX-3.9 Bylaws of Cott Usa Corp. 9 38K
13: EX-5.1 Opinion of Drinker Biddle & Reath LLP. 3 15K
14: EX-12.1 Computation of Ratios of Earnings to Fixed Charges 1 10K
15: EX-21.1 List of Subsidiaries of Cott Corporation... 2± 10K
16: EX-23.1 Consent of Independent Accountants 1 9K
17: EX-25.1 Form T-1, Statement of Eligibility... 8 33K
18: EX-99.1 Form of Letter of Transmittal 16 69K
EX-3.12 — Certificate of Formation of Interim Bcb, LLC
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Exhibit 3.12
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
I.
The name of the limited liability company is INTERIM DESTINATION, LLC.
II.
The name and address of its registered agent in the State of Delaware
is: Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware, New Castle County.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Formation to be executed by its duly authorized officers and its corporate seal
to be affixed hereto this 10th day of December, 1998.
COTT BEVERAGES USA, INC.
Organizer
By: /s/ David Langille
---------------------------------
Attest: /s/ Tina Dell'Aquila
----------------------------
(Seal)
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
INTERIM DESTINATION, LLC
I.
The name of the limited liability company is INTERIM DESTINATION, LLC
(the "Company").
II.
The following amendment (the "Amendment") to the Certificate of
Formation of the Company has been adopted:
Article I of the Certificate of Formation of the Company is hereby
deleted in its entirety and the following substituted in lieu thereof:
"The name of the limited liability company is `Destination Products
International, LLC.'"
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to Certificate of Formation to be executed by its duly authorized
officers and its corporate seal to be affixed hereto this 4th day of January,
1998.
COTT BEVERAGES USA, INC.,
Sole Member
By: /s/ David Langille
-----------------------------------------
David Langille, Vice Pres. & Treas.
Attest: /s/ Mark Halperin
------------------------------------
Mark Halperin, Vice Pres. & Sec.
(Seal)
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
DESTINATION PRODUCTS INTERNATIONAL, LLC
I. The name of the limited liability company is DESTINATION PRODUCTS
INTERNATIONAL, LLC (the "Company").
II. The following amendment (the "Amendment") to the Certificate of
Formation of the Company has been adopted:
Article I of the Certificate of Formation of the Company is
hereby deleted in its entirety and the following substituted in lieu
thereof:
"The name of the limited liability company is INTERIM BCB,
LLC."
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to Certificate of Formation to be executed by its duly authorized
officers and its corporate seal to be affixed hereto this 20th day of May, 1999.
COTT BEVERAGES USA, INC.,
As sole Member of
Destination Products International, LLC
Per: /s/ Mark Halperin
---------------------------------------
Title: Vice-President and Secretary
-------------------------------------
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