EX-3.8 9 w57765ex3-8.txt ARTICLES OF INCORPORATION OF COTT USA CORP. Exhibit 3.8 ARTICLES OF INCORPORATION OF COTT USA CORP. 1. The name of the corporation is COTT USA CORP. 2. The corporation shall have perpetual duration. 3. The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code. 4. The object of the corporation is pecuniary gain, and the general nature of the business to be transacted is: (a) To engage directly or indirectly in any lawful businesses, enterprises, ventures and other activities as the Board of Directors of the Corporation may from time to time deem to be profitable or advantageous to the corporation; (b) To organize or promote or facilitate the organization of, and participate in the operation of, any corporation, association, partnership, syndicate or other entity formed for the purpose of transacting, promoting or carrying on any lawful business; (c) To merge, consolidate, dissolve, wind up or liquidate any corporation, association or other entity which this corporation may organize, purchase or otherwise acquire or have an interest in, or to cause the same to be merged, consolidated, dissolved, wound up or liquidated; (d) To do all things necessary, suitable or proper for the accomplishment of any such purpose or objective of the corporation aforesaid; and, (e) The corporation shall have all of the powers and shall enjoy all of the rights, privileges and immunities as provided for under the Georgia Business Corporation Code. 5. The maximum number of shares of capital stock that the corporation shall be authorized to have outstanding at any time shall be 10,000,000 shares of voting common stock of no par value. The amount of capital with which the corporation shall begin business shall not be less than $500.00. 6. No shareholder of the corporation shall have any preemptive right to purchase, subscribe for or otherwise acquire any shares of stock of any class of the corporation, or any series of any class, or any options, rights or warrants to purchase shares of any class, or any series of any class, or any other securities of the corporation convertible into or carrying an option to purchase shares of any class, or any series of any class, whether now or hereafter authorized, and the Board of Directors of the corporation may authorize the issuance of shares of stock or any class, and series of the same class, or options, rights, or warrants to purchase shares of any class, or any series of any class, or any securities convertible into or carrying an option to purchase shares of any class, or any series of any class, without offering such issue of shares, options, rights, warrants or other securities, either in whole or in part, to the shareholders of the corporation. 7. The Board of Directors of the corporation may authorize the issuance of bonds, debentures and other evidences of indebtedness of the corporation and may fix all the terms thereof, including, without limitation, the convertibility thereof into shares of stock of the corporation of any class, or any series of the same class. 8. No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for any breach of his duty of care or other duty as a director; provided that this provision shall eliminate or limit the liability of a director only to the extent permitted from time to time by the Georgia Business Corporation Code or any successor law or laws. 9. The initial registered office of the corporation shall be 828 Broadway, Columbus, Muscogee County, Georgia 31901, and the initial registered agent of the corporation at said address shall be Marcus B. Calhoun, Jr. 10. The initial Board of Directors of the corporation shall consist of three (3) members, whose name and address is as follows:
Name Address ---- ------- Gerald N. Pencer 16 Old Forest Hill Road Toronto, Canada Paul Henderson 83 Belvedere Cresc Richmond Hill, Canada Fraser D. Latta 46 Plymbridge Road Willowdale, Canada
11. The name and address of the incorporator is Marcus B. Calhoun, Jr., 828 Broadway, Columbus, Georgia 31901. 12. The initial mailing address of the corporation is 1000 Tenth Avenue, Columbus, Georgia 31901. IN WITNESS WHEREOF, I have hereunto executed these Articles of Incorporation, this 30th day of April, 1991. /s/ Marcus B. Calhoun, Jr. ------------------------------ Incorporator ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF COTT USA CORP. ARTICLE I The name of the corporation is COTT USA CORP. (the "Corporation"). ARTICLE II The following amendment (the "Amendment") to the Articles of Incorporation of the Corporation has been adopted as follows: The text of Article 5 of the Articles is hereby deleted in its entirety and the following is substituted in lieu thereof: The maximum number of shares of capital stock that the Corporation should be authorized to have outstanding at anytime shall be 10,000,000 shares of voting common capital stock of no par value. The amount of capital with which the Corporation shall begin business shall not be less than $500. The shares of capital stock are not subject to redemption by the Corporation. ARTICLE III The Amendment was adopted on the 24th day of January, 2000, by the unanimous written consent of the Board of Directors and the sole Shareholder of the Corporation. IN WITNESS WHEREOF, the undersigned has duly executed these Articles of Amendment this 24th day of January, 2000. COTT USA CORP. By: /s/ Mark Halperin ------------------------------ Title: Secretary ------------------------------