HomeMy WebLinkAboutNCG170401_Owner Name Change_20180320Division of Energy, Mineral & Land Resources FOR AGENCY USE ONLY
Date Received
a, Land Quality Section/Stormwater Program Year Month I Day
National Pollutant Discharge Elimination System
Environmental PERMIT NAME/OWNERSHIP
CHANGE FORM
Quality
I. Please enter the permit number for which the change is requested.
NPDES Permit
(or) Certificate of Coverage
N 10
l 10 10 1 11 7 1 0 1 4 1 0 1 1
II. Permit status prior to requested change.
a. Permit issued to (company name):
True Textiles, Inc.
b. Person legally responsible for permit:
John t_evicki
First MI Last
Chief Operating Officer
F?I�CEtt'
Title
I V �D
304 E Main St., PO Box 530
AR
Permit Holder Mailing Address
20 2018
Elkin NC 28621
DeN JLA1t,y,
City State Zip
QUA
�VA� �"n fl]Y
( 336 ) 526-0504 ( )
P 7TING
Fax
Phone
c. Facility name (discharge):
True Textiles, Inc.
d. Facility address:
304 E Main St., PO Box 530
Address
Elkin NC 28621
City State Zip
e. Facility contact person:
Scott M. Taylor (207 )876-1418
First / MI /Last Phone
III. Please provide the following for the requested
change (revised permit).
a. Request for change is a result of:
❑ Change in ownership of the facility
✓0 Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
Duvaltex (US), Inc.
c. Person legally responsible for permit:
Denis Chabot
First MI Last
Executive VP & CFO
&4y'L-� �
Title
T'�""�
G(,Q
1035 ave Wilfrid -Pelletier, Suite 310
�p ���, �`,,�
— "J
Permit Holder Mailing Address
0(�t'
/f /f
.�.-- (� fX T�IC,�
Quebec City Quebec, Canada G1 WOC4
City State Zip
Q� LA, s
(514 )515-6385 denis.chabot@duvaltex.com
Phone E-mail Address
d. Facility name (discharge):
Duvaltex (US), Inc.
e. Facility address:
304 E Main St., PO Box 530 /
Address V/
Elkin NC 28621
City State Zip
f. Facility contact person:
Scott M Taylor
First MI Last
(207 )876-1418 scott.taylor@duvaltex.com
Phone E-mail Address
N. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014
NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact: Scott M Taylor
First MI Last
Environmental Coordinator
Title
PO Box 179
Mailing Address
Guilford ME 04443
City State Zip
_(207 ) 876-1418 scott.taylor@duvaltex.com
Phone E-mail Address
V Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
✓❑ Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
✓❑ This completed application is required for both name change and/or ownership change
requests.
✓❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
......................................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, , attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
S'�ETTgCHe J JC U
Signature Date
APPLICANT CERTIFICATION
1 Denis, attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
u
Signature Date
.....................................
PLEASE SEND THE COMPLETE APPLICATION PACKAGE
TO:
DEMLR - Stormwater Program
Dept. of Environmental Quality
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan. 27, 2014
A'N 3WOHS AVS "00 310NNNVS X3dHOJ 8881 ''D
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The following abbreviations, when used in the Inscription on the face of this certificate, shell be construed as
though they were written out In full according to applicable laws or regulations:
TEN COM as tenants in common UNIF TRANSFERS MIN ACT -......... -.....Custodian .............
(Gust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Transfers to Minors
ACL........... ........................... .„..... .....
JT TEN as joint tenants with right of (State)
survivorship and not as tenants
In Common
Additional abbreviations may also be used though not in the above list
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
a v, ti,sw Ura I C.,.
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS7NCLUDIND POSTAI ZIP CODE OFASSfGNEE)
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
STOCK POWER
FOR VALUE RECEIVED, Office Fabrics Holding Corp. hereby sells, assigns and transfers unto
1,000 Shares of the Capital Stock of True Textiles, Inc. standing in its name on the books of said
Corporation represented by Certificate No. GI 6996 herewith, and does hereby irrevocably
constitute and appoint
attorney to transfer the said stock on the books of said Corporation with full power of
substitution in the premises.
Dated
By: Marc Pescosoli o
Title: Secretary
DB17 68792161.1
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SUBJECT TO RESTRICT' 'S NOTED ON REVERSE
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Duval Acquisition (US), Inc.
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True Textiles, Inc. i
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IN WITNESS WHEREOF. i. 4. emf{Pdfrf����
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Duval Acquisition (US), Inc.
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True Textiles, Inc. i
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IN WITNESS WHEREOF. i. 4. emf{Pdfrf����
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February 11 2016
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11th February 2016
Client Matter229"HA346M12.DOCX
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
TRUE TEXTILES, INC.
WITH AND INTO
DUVAL ACQUISITION (US), INC.
Pursuant to Section 253 of the Delaware General Corporation Law (the
"DGCL"), Duval Acquisition (US), Inc. (the "Corporation"), a Delaware corporation,
does hereby certify to the following information relating to the merger (the "Merger") of
True Textiles, Inc., a Delaware corporation (the "Subsidiary"), with and into the
Corporation, with the Corporation remaining as the surviving corporation:
The Corporation owns all of the outstanding shares of each class of capital stock
of the Subsidiary.
2. The Board of Directors of the Corporation, by resolutions duly adopted by
unanimous written consent on September 16, 2016 and attached hereto as Exhibit
A, determined to merge the Subsidiary with and into the Corporation.
3. The Corporation shall be the surviving corporation of the Merger.
4. The Certificate of Incorporation of the Corporation, as in effect immediately prior
to the Merger, shall be the Certificate of Incorporation of the surviving
corporation.
The Certificate of Ownership and Merger and the Merger shall become effective
upon the filing of such Certificate of Ownership and Merger with the Delaware
Secretary of State.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership
and Merger to be signed by an authorized officer, the 31 sl day OF October, 2016.
DUVAL ACQUISITION (US), INC.
B �—�
Y
Name: Denis Chabot
Title: Secretary and CFO
Client Matte/22984/7/A3454641.DOC[Ve .2]
EXHIBIT A
BOARD RESOLUTIONS
WHEREAS, Duval Acquisition (US), Inc., a Delaware corporation (the
"Corporation"), owns all of the issued and outstanding shares of each class of capital
stock of True Textiles, Inc., a Delaware corporation (the "Subsidiary"); and
WHEREAS, it is deemed advisable and in the best interest of the Corporation
that the Corporation merge the Subsidiary with and into the Corporation.
NOW, THEREFORE, BE IT:
RESOLVED, that the Subsidiary be merged with and into the Corporation
pursuant to Section 253 of the Delaware General Corporation Law (the "Merger"), so
that the separate existence of the Subsidiary shall cease as soon as the Merger shall
become effective, and the Corporation shall continue as the surviving corporation; and
RESOLVED FURTHER, that the President, Treasurer, Secretary and any other
officer of the Corporation (each such person, an "Authorized Officer") be, and each of
them hereby is, authorized to prepare and execute a Certificate of Ownership and Merger
setting forth a copy of these resolutions, and to file the Certificate of Ownership and
Merger with the Secretary of State of Delaware and pay any fees related to such filing;
and
RESOLVED FURTHER, that each of the Authorized Officers be, and each of
them hereby is, authorized and empowered to take all such further action and to execute,
deliver and file all such further agreements, certificates, instruments and documents, in
the name and on behalf of the Corporation, and if requested or required, under its
corporate seal duly attested by the Secretary or Assistant Secretary; to pay or cause to be
paid all expenses; to take all such other actions as they or any one of them shall deem
necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or
further the transactions contemplated by and the intent and purposes of the foregoing
resolutions.
Client Matter/22984/7/A3454641.DOC[Ver:2]2
Delaware
Page 1
The First State
I, JEFFREY W. BULLOCK, 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:
"TRUE TEXTILES, INC.", A DELAWARE CORPORATION,
WITH AND INTO "DUVAL ACQUISITION (US), INC." UNDER THE NAME
OF "DUVAL ACQUISITION (US), INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
AND FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF OCTOBER,
A.D. 2016, AT 3:40 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
KENT COUNTY RECORDER OF DEEDS.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
5867788 8100M rf
SR# 20166428171-'
You may verify this certificate online at corp.delaware.gov/authver.shtml
Authentication: 203254339
Date: 10-31-16
State of Deb are
Secretary of State
Dh-Won of Corporations
Delivered 03:40 PAI 10131x'2016
FILED 03:40 PAI 10 311016
SR 20166428171 - FiteNumber 5867788
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
TRUE TEXTILES, INC.
WITH AND INTO
DUVAL ACQUISITION (US), INC.
Pursuant to Section 253 of the Delaware General Corporation Law (the
"DGCL"), Duval Acquisition (US), Inc. (the "Corporation"), a Delaware corporation,
does hereby certify to the following information relating to the merger (the "Merger") of
True Textiles, Inc., a Delaware corporation (the "Subsidiary"), with and into the
Corporation, with the Corporation remaining as the surviving corporation:
i . The Corporation owns all of the outstanding shares of each class of capital stock
of the Subsidiary.
2. The Board of Directors of the Corporation, by resolutions duly adopted by
unanimous written consent on September 16, 2016 and attached hereto as Exhibit
A, determined to merge the Subsidiary with and into the Corporation.
3. The Corporation shall be the surviving corporation of the Merger.
4. The Certificate of Incorporation of the Corporation, as in effect immediately prior
to the Merger, shall be the Certificate of Incorporation of the surviving
corporation.
5. The Certificate of Ownership and Merger and the Merger shall become effective
upon the filing of such Certificate of Ownership and Merger with the Delaware
Secretary of State.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership
and Merger to be signed by an authorized officer, the 3151 day OF October, 2016.
DUVAL ACQUISITION (US), INC.
Y
Name: Denis Chabot
Title: Secretary and CFO
Client MMted229"7iA3454641.D0C[V-2)
EXHIBIT A
BOARD RESOLUTIONS
WHEREAS, Duval Acquisition (US), Inc., a Delaware corporation (the
"Corporation"), owns all of the issued and outstanding shares of each class of capital
stock of True Textiles, Inc., a Delaware corporation (the "Subsidiary"); and
WHEREAS, it is deemed advisable and in the best interest of the Corporation
that the Corporation merge the Subsidiary with and into the Corporation.
NOW, THEREFORE, BE IT:
RESOLVED, that the Subsidiary be merged with and into the Corporation
pursuant to Section 253 of the Delaware General Corporation Law (the "Merger"), so
that the separate existence of the Subsidiary shall cease as soon as the Merger shall
become effective, and the Corporation shall continue as the surviving corporation; and
RESOLVED FURTHER, that the President, Treasurer, Secretary and any other
officer of the Corporation (each such person, an "Authorized Officer") be, and each of
them hereby is, authorized to prepare and execute a Certificate of Ownership and Merger
setting forth a copy of these resolutions, and to file the Certificate of Ownership and
Merger with the Secretary of State of Delaware and pay any fees related to such filing;
and
RESOLVED FURTHER, that each of the Authorized Officers be, and each of
them hereby is, authorized and empowered to take all such further action and to execute,
deliver and file all such further agreements, certificates, instruments and documents, in
the name and on behalf of the Corporation, and if requested or required, under its
corporate seal duly attested by the Secretary or Assistant Secretary; to pay or cause to be
paid all expenses; to take all such other actions as they or any one of them shall deem
necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or
further the transactions contemplated by and the intent and purposes of the foregoing
resolutions.
Client M21wt22984r"7; A3454641.D(xy Wr.2 j2