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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 kmnuef TI�1,r f)lr,/) f'"r/l1 1�+C°,Cit if CiE1C1� lfiiJ 3 °t%Z �K.%/ko��,v s °� f?+Ids ? OYi 2? d"-' JJ // tfrz�rrz kv��r �riz� lz hzcr�.rz'rl f;�aa-z,ntt�� 2f� tl ' rYt3i//� r) ly r.G<i?f 0 ilj'l IM,tz ll�f� f 1/t l ay�t r�i if ii i1 rir 3(1 l )ij,�r� rrw�Gx Y ° ' l —2r wv, ! (000'1) p u.L O u�sno au 10 IMMO 34) 01 _ •dio7 auipjolr sauqu,3iw�() 4 44a3 0 1 1 tiaOis Nowwoj ct- n :3,11 w 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 t�.ce zorw '-1 here6a, 44,, a.�� and Iran awl'& 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) r-96eze 6 the mzvzir' �6)om .te, anddw Aexe6� t�r�l�eal> r.�z r G+ zrr er dry 4q,,1W, Aare4 on, Isle &mvi� 6the r�%1lr�z, �rsr�z I��,�a,�rc,a� trriilrlI�r�trEr ���1u�;ti�rtlr.'r1��2F rr, t/e�-1�t�3. IL e. Com" 0 4M � m to �mm �r mpin yTa jjm� s� zm 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 k SUBJECT TO RESTRICT' 'S NOTED ON REVERSE ... 'T 'T'r�Ies �c 01% Mon 5toc)C _. ------------ .... .. . ... .... . . ........... ... .. . . .. ......... .............. - ----- ---- Duval Acquisition (US), Inc. __ _... _ ,r ,rlf _ One Thousand ...................... True Textiles, Inc. i j IN WITNESS WHEREOF. i. 4. emf{Pdfrf���� 11th < Fr6 ebrua i ... 'T 'T'r�Ies �c 01% Mon 5toc)C _. ------------ .... .. . ... .... . . ........... ... .. . . .. ......... .............. - ----- ---- Duval Acquisition (US), Inc. __ _... _ ,r ,rlf _ One Thousand ...................... True Textiles, Inc. i j IN WITNESS WHEREOF. i. 4. emf{Pdfrf���� 11th < Fr6 ebrua Ilk ^S INI Ilk 3r3A31YN.N 39NYM7MM d0.YN3N!39dN7N7 dtONO?lYdiL7Y IROWIM 30.70YJ .7N[ NOdO N311NM SV IOWN TAL N1tM GMOd.S:AOO 1SMV iNsWN9?!iSYStHt iO3dr1YNS/S.?Nt 1XION Duval A z / February 11 2016 FROM Z WHOM TRANSFERRED rlf�-17 /VO.ORIG/NAL (( No.OR/G/NAL NOOFSNARES r.FRT/FlCATE SNARES VI TRANSFERRED G 16997 Y--' 1,000 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. 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