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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/17 Donnelley Fin’l Solutions, Inc. S-4 134:22M Donnelley … Solutions/FA Donnelley Financial, LLC DFS International Holdings, Inc. |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.88M
Business-Combination Transaction
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 54K
3: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 45K
4: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 50K
5: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 70K
6: EX-5.1 Opinion of Counsel re: Legality HTML 42K
7: EX-23.1 Consent of Experts or Counsel HTML 37K
8: EX-24.1 Power of Attorney HTML 42K
9: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 74K
or T-2
10: EX-99.1 Miscellaneous Exhibit HTML 150K
17: R1 Document and Entity Information HTML 51K
18: R2 Consolidated and Combined Statements of Operations HTML 93K
19: R3 Consolidated and Combined Statements of HTML 58K
Comprehensive Income
20: R4 Consolidated and Combined Balance Sheets HTML 133K
21: R5 Consolidated and Combined Balance Sheets HTML 55K
(Parenthetical)
22: R6 Consolidated and Combined Statements of Cash Flows HTML 143K
23: R7 Consolidated and Combined Statements of Cash Flows HTML 41K
(Parenthetical)
24: R8 Consolidated and Combined Statements of Equity HTML 94K
25: R9 Overview and Basis of Presentation HTML 55K
26: R10 Significant Accounting Policies HTML 67K
27: R11 Business Combinations HTML 47K
28: R12 Restructuring, Impairment and Other Charges HTML 225K
29: R13 Goodwill and Other Intangible Assets HTML 154K
30: R14 Accounts Receivable HTML 63K
31: R15 Inventories HTML 56K
32: R16 Property, Plant and Equipment HTML 63K
33: R17 Accrued Liabilities HTML 64K
34: R18 Commitments and Contingencies HTML 57K
35: R19 Retirement Plans HTML 353K
36: R20 Income Taxes HTML 280K
37: R21 Debt HTML 104K
38: R22 Earnings per Share HTML 104K
39: R23 Share-Based Compensation HTML 135K
40: R24 Preferred Stock HTML 40K
41: R25 Comprehensive Income HTML 228K
42: R26 Segment Information HTML 327K
43: R27 Geographic Area and Products and Services HTML 187K
Information
44: R28 Related Parties HTML 97K
45: R29 New Accounting Pronouncements HTML 56K
46: R30 Guarantor Financial Information HTML 1.37M
47: R31 Significant Accounting Policies (Policies) HTML 112K
48: R32 Restructuring, Impairment and Other Charges HTML 224K
(Tables)
49: R33 Goodwill and Other Intangible Assets (Tables) HTML 154K
50: R34 Accounts Receivable (Tables) HTML 63K
51: R35 Inventories (Tables) HTML 57K
52: R36 Property, Plant and Equipment (Tables) HTML 62K
53: R37 Accrued Liabilities (Tables) HTML 63K
54: R38 Commitments and Contingencies (Tables) HTML 53K
55: R39 Retirement Plans (Tables) HTML 359K
56: R40 Income Taxes (Tables) HTML 284K
57: R41 Debt (Tables) HTML 99K
58: R42 Earnings per Share (Tables) HTML 102K
59: R43 Share-Based Compensation (Tables) HTML 120K
60: R44 Comprehensive Income (Tables) HTML 230K
61: R45 Segment Information (Tables) HTML 321K
62: R46 Geographic Area and Products and Services HTML 191K
Information (Tables)
63: R47 Related Parties (Tables) HTML 81K
64: R48 Guarantor Financial Information - (Tables) HTML 1.37M
65: R49 Overview and Basis of Presentation - Additional HTML 83K
Information (Details)
66: R50 Significant Accounting Policies - Additional HTML 82K
Information (Detail)
67: R51 Business Combinations - Additional Information HTML 54K
(Details)
68: R52 Restructuring, Impairment and Other Charges - HTML 69K
Schedule of Restructuring, Impairment and Other
Charges Recognized in Results of Operations
(Details)
69: R53 Restructuring, Impairment and Other Charges - HTML 59K
Additional Information (Details)
70: R54 Restructuring, Impairment and Other Charges - Fair HTML 45K
Values, Valuation Techniques and Related
Unobservable Inputs of Level Three (Detail)
71: R55 Restructuring, Impairment and Other Charges - HTML 58K
Schedule of Changes in the Restructuring Reserve
(Details)
72: R56 Restructuring, Impairment and Other Charges - HTML 44K
Restructuring Reserve - Additional Information
(Details)
73: R57 Goodwill and Other Intangible Assets - Schedule of HTML 51K
Changes in the Carrying Amount of Goodwill by
Segment (Details)
74: R58 Goodwill and Other Intangible Assets - Components HTML 54K
of Other Intangible Assets (Detail)
75: R59 Goodwill and Other Intangible Assets - Additional HTML 42K
Information (Details)
76: R60 Goodwill and Other Intangible Assets - Schedule of HTML 54K
Estimated Annual Amortization Expense Related to
Other Intangible Assets (Detail)
77: R61 Accounts Receivable - Transactions Affecting HTML 47K
Allowance for Doubtful Accounts (Details)
78: R62 Inventories - Components of Inventories (Details) HTML 50K
79: R63 Property, Plant and Equipment - Components of HTML 54K
Company's Property, Plant and Equipment (Details)
80: R64 Property, Plant and Equipment - Additional HTML 41K
Information (Details)
81: R65 Accrued Liabilities - Components of Accrued HTML 57K
Liabilities (Detail)
82: R66 Commitments and Contingencies - Additional HTML 55K
Information (Detail)
83: R67 Commitments and Contingencies - Future Minimum HTML 58K
Rental Commitments Under Operating Lease (Detail)
84: R68 Retirement Plans - Additional Information HTML 111K
(Details)
85: R69 Retirement Plans - Components of Estimated Net HTML 70K
Pension Plan (Income) Expense (Detail)
86: R70 Retirement Plans - Reconciliation of Funded Status HTML 80K
(Details)
87: R71 Retirement Plans - Amount Recognized on HTML 57K
Consolidated and Combined Balance Sheets (Details)
88: R72 Retirement Plans - Amounts in Accumulated Other HTML 49K
Comprehensive Loss (Details)
89: R73 Retirement Plans - Amounts Recognized in Other HTML 55K
Comprehensive Income (Loss) (Details)
90: R74 Retirement Plans - Schedule of Accumulated Other HTML 44K
Comprehensive Loss Expected to Recognized as
Components of Net Periodic Benefit Costs (Details)
91: R75 Retirement Plans - Weighted Average Assumptions HTML 45K
Used to Determine Benefit Obligation (Details)
92: R76 Retirement Plans - Summary of Projected Benefit HTML 45K
Obligations in Excess of Plan Assets (Details)
93: R77 Retirement Plans - Accumulated Benefit Obligations HTML 44K
in Excess of Plan Assets (Details)
94: R78 Retirement Plans - Expected Benefit Payments HTML 58K
(Details)
95: R79 Retirement Plans - Allocation of Plan Assets, HTML 67K
Pension Plan (Details)
96: R80 Retirement Plans - Changes in Fair Value of Level HTML 52K
Three Assets (Details)
97: R81 Income Taxes - Components of Earnings From HTML 47K
Operations Before Income Taxes (Detail)
98: R82 Income Taxes - Components of Income Tax Expense HTML 68K
(Benefit) From Operations (Detail)
99: R83 Income Taxes - Reconciliation From Federal HTML 63K
Statutory Tax Rate to Effective Tax Rate (Detail)
100: R84 Income Taxes - Schedule of Significant Deferred HTML 76K
Tax Assets And Liabilities (Detail)
101: R85 Income Taxes - Schedule of Transactions Affecting HTML 51K
Valuation Allowance on Deferred Tax Assets
(Detail)
102: R86 Income Taxes - Additional Information (Detail) HTML 77K
103: R87 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 51K
104: R88 Debt - Schedule of the Company's Debt (Details) HTML 63K
105: R89 Debt - Schedule of the Company's Debt HTML 45K
(Parenthetical) (Details)
106: R90 Debt - Additional Information (Details) HTML 85K
107: R91 Debt - Schedule of Future Maturities of Debt HTML 53K
(Details)
108: R92 Debt - Schedule of Future Maturities of Debt HTML 43K
(Parenthetical) (Details)
109: R93 Debt - Summary of Interest Expense (Details) HTML 45K
110: R94 Earnings per Share - Additional Information HTML 55K
(Detail)
111: R95 Earnings per Share - Schedule of Basic and Diluted HTML 68K
Earnings per Common Share and the Average Number
of Common Shares Outstanding (Detail)
112: R96 Share-Based Compensation - Additional Information HTML 124K
(Details)
113: R97 Share-Based Compensation - Summary of Stock HTML 74K
Options Activity (Details)
114: R98 Share-Based Compensation - Summary of Restricted HTML 62K
Stock Units (Details)
115: R99 Preferred Stock - Additional Information (Details) HTML 43K
116: R100 Comprehensive Income - Schedule of Components of HTML 55K
Other Comprehensive Income and Income Tax Expense
Allocated to Each Component (Details)
117: R101 Comprehensive Income - Schedule of Changes in HTML 65K
Accumulated Other Comprehensive Loss (Details)
118: R102 Comprehensive Income - Reclassifications from HTML 55K
Accumulated Other Comprehensive Loss Amortization
of Pension Plan Cost (Details)
119: R103 Segment Information - Additional Information HTML 48K
(Details)
120: R104 Segment Information - Schedule of Segment HTML 72K
Reporting Information (Details)
121: R105 Segment Information - Schedule of Corporate Assets HTML 55K
(Details)
122: R106 Geographic Area and Products and Services HTML 58K
Information - Schedule of Net Sales and Long-lived
Assets by Geographic Region (Details)
123: R107 Geographic Area and Products and Services HTML 54K
Information - Summary of Net Sales for Services
and Products (Details)
124: R108 Related Parties - Additional Information (Details) HTML 97K
125: R109 Related Parties - Summary of Amount in HTML 53K
Consolidated and Combined Balance Sheet Due or
From Related Parties (Details)
126: R110 Related Parties - Schedule of Allocation of HTML 49K
Expenses Reflected in Consolidated and Combined
Financial Statements (Details)
127: R111 Guarantor Financial Information - Additional HTML 52K
Information (Details)
128: R112 Guarantor Financial Information - Condensed HTML 127K
Consolidating Statements of Operations (Details)
129: R113 Guarantor Financial Information - Condensed HTML 181K
Consolidating Balance Sheets (Details)
130: R114 Guarantor Financial Information - Condensed HTML 142K
Consolidating Statements of Cash Flows (Details)
131: R115 Guarantor Financial Information - Condensed HTML 41K
Consolidating Statements of Cash Flows
(Parenthetical) (Details)
133: XML IDEA XML File -- Filing Summary XML 252K
132: EXCEL IDEA Workbook of Financial Reports XLSX 149K
11: EX-101.INS XBRL Instance -- dfin-20161231 XML 8.53M
13: EX-101.CAL XBRL Calculations -- dfin-20161231_cal XML 308K
14: EX-101.DEF XBRL Definitions -- dfin-20161231_def XML 987K
15: EX-101.LAB XBRL Labels -- dfin-20161231_lab XML 1.65M
16: EX-101.PRE XBRL Presentations -- dfin-20161231_pre XML 1.56M
12: EX-101.SCH XBRL Schema -- dfin-20161231 XSD 260K
134: ZIP XBRL Zipped Folder -- 0001193125-17-078924-xbrl Zip 326K
| EX-3.5 |
Exhibit 3.5
| State of Delaware Secretary of State Division of Corporations Delivered 10:13 AM 08/18/2016 FILED 10:13 AM 08/18/2016 SR 20165416047 - File Number 6100118 |
CERTIFICATE OF INCORPORATION
OF
DFS INTERNATIONAL HOLDINGS, INC,
ARTICLE I
The name of the corporation is “DFS International Holdings, Inc.”
ARTICLE II
The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, zip code 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE IV
The total number of shares which the corporation shall have authority to issue is 100 shares of common stock, and the par value of each of such shares is $0.01.
ARTICLE V
The name and mailing address of the incorporator is Maureen Kopp, 35 W. Wacker Drive, Chicago, Illinois 60601.
ARTICLE VI
The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.
ARTICLE VII
Elections of directors need not be by written ballot, except and to the extent provided in the by-laws of the corporation.
ARTICLE VIII
Section 8.1. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the date when this paragraph takes effect to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.
Any repeal, amendment or other modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal, amendment or other modification.
Section 8.2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
Section 8.3. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper.
Section 8.4. Any indemnification under Sections 8.2 and 8.3 of this Article VIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such director or officer has met the applicable standard of conduct set
2
forth in said Sections 8.2 and 8.3 of Article VIII. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel (compensated by the corporation) in a written opinion, or (c) by the stockholders of the corporation.
Section 8.5. The board of directors of the corporation shall have the power, in its discretion, to cause the corporation to indemnify any person who was or is a party to any action, suit or proceeding referred to in Sections 8.2 and 8.3 of this Article VIII by reason of the fact that such person is or was an employee or agent (although not a director or officer) of the corporation, or is or was serving at the request of the corporation as an employee or agent (although not a director or officer) of another corporation, partnership, joint venture, trust or other enterprise, to the extent that any such person would have been entitled to be indemnified under the preceding sections of this Article VIII had such person been a director or officer of the corporation or serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise and been a party to such action, suit or proceeding by reason of being such director or officer.
Section 8.6. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 8.2, 8.3 or 8.5 of this Article VIII, or in defense of any claim, issue or matter therein, such director, officer, employee or agent shall be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 8.7. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article VIII.
Section 8.8. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled as a matter of law.
Section 8.9. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article VIII or the General Corporation Law of Delaware.
Section 8.10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
3
Section 8.11. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s stockholders, (c) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Delaware General Corporation Law or this certificate of incorporation or the by-laws of the corporation (in each case, as they may be amended from time to time), or (d) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).
[SIGNATURE PAGE FOLLOWS]
4
IN WITNESS WHEREOF, I have signed this certificate of incorporation this 18th day of August, 2016.
| /s/ Maureen Kopp | ||
| Name: | Maureen Kopp | |
| Title: | Sole Incorporator | |
[SIGNATURE PAGE TO THE DFS INTERNATIONAL HOLDINGS, INC.
CERTIFICATE OF INCORPORATION]
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/17 SEC UPLOAD¶ 9/15/17 1:126K DFS International Holdings, Inc. |