|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.86M
Business-Combination Transaction
46: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 5K
47: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 12K
9: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 47K
10: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 66K
11: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 45K
12: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 66K
13: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 25K
14: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 67K
15: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 45K
16: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 66K
17: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 55K
2: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 66K
18: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 109K
19: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 22K
20: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 66K
21: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 57K
22: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 61K
23: EX-3.29 Articles of Incorporation/Organization or By-Laws HTML 23K
3: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 23K
24: EX-3.30 Articles of Incorporation/Organization or By-Laws HTML 46K
25: EX-3.35 Articles of Incorporation/Organization or By-Laws HTML 26K
26: EX-3.36 Articles of Incorporation/Organization or By-Laws HTML 48K
27: EX-3.39 Articles of Incorporation/Organization or By-Laws HTML 36K
4: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 36K
28: EX-3.41 Articles of Incorporation/Organization or By-Laws HTML 36K
29: EX-3.42 Articles of Incorporation/Organization or By-Laws HTML 67K
30: EX-3.43 Articles of Incorporation/Organization or By-Laws HTML 39K
31: EX-3.44 Articles of Incorporation/Organization or By-Laws HTML 67K
32: EX-3.45 Articles of Incorporation/Organization or By-Laws HTML 30K
5: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 20K
6: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 38K
7: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 24K
8: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 58K
33: EX-5.1 Opinion re: Legality HTML 40K
34: EX-5.2 Opinion re: Legality HTML 38K
35: EX-5.3 Opinion re: Legality HTML 32K
36: EX-5.4 Opinion re: Legality HTML 38K
37: EX-8.1 Opinion re: Tax Matters HTML 26K
38: EX-21.1 Subsidiaries HTML 57K
39: EX-23.1 Consent of Experts or Counsel HTML 20K
40: EX-23.2 Consent of Experts or Counsel HTML 20K
41: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 55K
42: EX-25.2 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 55K
43: EX-99.1 Miscellaneous Exhibit HTML 141K
44: EX-99.2 Miscellaneous Exhibit HTML 36K
45: EX-99.3 Miscellaneous Exhibit HTML 27K
| EX-3.23 |
Exhibit 3.23
CERTIFICATE OF INCORPORATION
OF
INTERDYNAMICS, INC.
Under Section 402 of the Business Corporation Law
The undersigned, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York, do hereby certify:
FIRST: The name of this corporation is INTERDYNAMICS, INC.
SECOND: The purposes for which this
corporation is formed are as follows:
1. To engage in the business of manufacturing, designing, creating, engineering, compounding, developing, formulating,
inventing, patenting, owning, acquiring, producing, processing, constructing, storing, applying, assembling, adapting, conducting, operating, using, preparing for market, exhibiting, distributing, installing, buying, selling, disposing, leasing,
renting, mortgaging, exploiting, licensing, exchanging, reconstructing, repairing, importing, exporting, and generally dealing in and with electronic, and automotive equipment of every kind, nature, and description, and related lines pertaining to
electronic and automotive supplies, materials, machines, and apparatus employed in or related to the manufacture of such wares.
2. To engage in the business of
manufacturing of automotive equipment, electronic equipment, and all kinds of equipment manufactured for automobiles, vehicles of all types and general consumer goods.
To buy and sell, at wholesale or retail, import, export, manufacture, repair, prepare, use, and deal in,
all electronic and automotive materials.
To apply
for, purchase, register, lease, secure licenses for, or otherwise acquire, hold, own, use, operate, sell, grant licenses for, assign, or otherwise dispose of trade marks, trade names, patent rights, inventions, improvements, processes, and other
similar rights.
3. To engage in any mercantile or trading business of any kind or character whatever, within or without the State of New York, buy and sell, as
broker or agent or on its own account, at wholesale and retail, import and export, acquire, own, exchange, barter, transfer, contract, lease, encumber, prepare for market, package, distribute, ship, install, service, repair, alter, conduct, operate,
and more particularly but without limiting the generality of the foregoing, to carry on in all its branches and to generally deal in consumer and commercial goods, automotive and electronic equipment, for new and used vehicles.
4. To borrow money for its corporate purposes, and to make, accept, endorse, execute and issue promissory notes, bills of exchange, bonds, debentures or other obligations from time
to time, for the purchase of property, or for any purpose relating to the business of the company, and if deemed proper, to secure the payment of any such obligations by mortgage, pledge, guarantee, deed of trust or otherwise.
5. To lend its uninvested funds from time to time to such extent, on such terms and on such security, if any, as the Board of Directors of the corporation may determine.
6. In furtherance of its corporate business and subject to the limitations prescribed by statute, to be a promoter, partner, member, associate or manager of other
business enterprises or ventures, or to the extent permitted in any other jurisdiction to be an incorporator of other corporations of any type or kind and to organize, or in any way participate in the
- 2 -
organization, reorganization, merger or liquidation of any corporation, association or venture and the management thereof.
7. To conduct its business in all or any of its branches, so far as permitted by law, in the State of New York and in all other states of the United States of America, in
territories and the District of Columbia and in any or all dependencies or possessions of the United States of America, and in foreign countries; and to hold, possess, purchase, lease, mortgage and convey real and personal property and to maintain
offices and agencies either within or outside the State of New York.
8. To carry out all or any part of the foregoing purposes as principal, factor, agent, broker,
contractor or otherwise, either along or in conjunction with any persons, firms, associations, corporations or others in any part of the world; and in carrying on its business and for the purposes, of attaining or furthering any of its purposes, to
make and perform contracts of any kind and description, and to do anything and everything necessary, suitable, convenient, or proper for the accomplishment of any of the purposes herein enumerated.
9. To acquire by lease, purchase, contract, concession or otherwise, and to own, develop, explore, improve, operate, lease, enjoy, control, manage or otherwise and to mortgage,
grant, sell, exchange, convey or otherwise dispose of any and all real estate, lands, option, concessions, grants, land patents, franchises, interests and property of every description and nature whatsoever which the corporation may deem wise and
proper in connection with the conduct of any business enumerated in these articles of incorporation.
10. The foregoing clauses are to be constructed
- 3 -
both as objects and powers, the enumeration herein of specific objects and powers shall not be held to limit or restrict in any manner
the powers of this corporation and the corporation shall do all and everything necessary, suitable or proper for the accomplishment of any of the purposes or objects hereinabove enumerated either alone or in association with other corporations,
firms or individuals to the same extent and as fully as individuals might or could do as principals, agents, contractors, or otherwise.
11. The corporation, in
furtherance of its corporate purposes above set forth, shall have all of the powers enumerated in Section 202 of the Business Corporation Law, subject to any limitations provided in the Business Corporation Law or any other statute of the State
of New York.
THIRD: The office of the corporation is to be located in the City of New York, County of Kings, and State of New York.
FOURTH: The presence in person or by proxy of the holders of two-thirds of all of the shares entitled to vote thereat, shall be necessary to constitute a quorum at a meeting of
shareholders for the transaction of any business.
FIFTH: A quorum of the Board of Directors for the transaction of any and all business at any and all meeting at
the Board of Directors shall constitute two-thirds of the members of the entire Board of Directors, and a two-thirds vote of the entire Board of Directors shall be necessary for the transaction of any and all business and shall constitute the act of
the Board.
SIXTH: The aggregate number of shares which the corporation shall have the authority to issue is two hundred
- 4 -
(200) shares, all of which are to be without par value.
SEVENTH: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall
mail a copy of any process against the corporation served upon him is Building 127, Brooklyn Navy Yard, Brooklyn, New York.
EIGHT: The duration of the said
corporation shall be perpetual.
NINTH: The directors of said corporation need not be stockholders.
IN WITNESS WHEREOF, this Certificate has been executed this 24th day of July, 1970.
DIANE
KUTNY
333 Broadway, Jericho, New York
BARBARA JILNICKI
333 Broadway, Jericho, New York
ARTHUR STRAUSS
333 Broadway, Jericho, New York
STATE OF NEW YORK)
COUNTY OF NASSAU ) ss.:
On this 24th day of July, 1970, before me personally came DIANE KUTNY,
BARBARA JILNICKI and ARTHUR STRAUSS, to me known to be the persons described in and who executed the foregoing Certificate of Incorporation and they thereupon duly acknowledged to me that they executed the same.
STUART L. GASTWIRTH
STUART L. GASTWIRTH
Notary Public, State of New York
No. 30-6470692
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires March 30, 1972
- 5 -
CERTIFICATE OF RESERVATION
#3687
STATE OF NEW YORK
DEPARTMENT OF STATE
USC
I DO HEREBY CERTIFY TO THE
RESERVATION OF NAME
(corporation name)
(date filed)
OF
INTERDYNAMICS, INC.
ON July 8, 1970
TO BE FILMED AS MICROFILM FRAME NUMBER: 845162-1
THE ABOVE CORPORATE NAME HAS BEEN RESERVED
FOR A PERIOD OF SIXTY DAYS FROM THE ABOVE DATE FOR THE USE OF
HENRY LERNER, ESQ.
FOR
creation of a domestic corporation
Secretary of State
NAME AND ADDRESS OF FILER
LEVISOHN, NINER & LERNER
535 FIFTH AVENUE NEW YORK, NEW YORK
[X] CHK. [ ] M.O. [ ] CASH $ 10.00
$10.00 CERTIFICATE
TOTAL $10.00 REFUND OF $
TO FOLLOW
CERTIFICATE OF RESERVATION MUST ACCOMPANY CERTIFICATE OF INCORPORATION OR APPLICATION OF AUTHORITY WHEN PRESENTED FOR FILING.
CO
518R (10/69)
6
NOTICE OF ENTRY
notice that the within is a
(certified)
in the office of the clerk of the within
19
Dated,
Yours, etc.,
SEMON & GASTWIRTH
Attorneys for
Office and Post Office Address
333 Broadway
JERICHO, N. Y. 11753
To
Attorney(s) for
NOTICE
OF SETTLEMENT
Sir, please take notice that an order
of which the within is a true copy will be presented for
settlement on the Hon.
one of the judges of the within named court, at
on the
day of 19
at M.
Dated,
Yours, etc.,
SEMON & GASTWIRTH
Attorneys for
Office and Post Office Address
333 Broadway
JERICHO, N. Y. 11753
To
Attorney(s) for
Index No.
Year 10
7/8/70
841762-1
7/28
CERTIFICATE OF INCORPORATION
OF
INTERDYNAMICS, INC.
SEMON & GASTWIRTH
Attorneys for
Office and Post Office Address, Telephone
333 Broadway
JERICHO, N. Y. 11753
(516) 938-6655
To
Attorney(s) for
Service of a copy of the within
is hereby admitted.
Dated,
Attorney(s) for
3000 EXCELSIOR-LEGAL STATIONERY CO., INC. 62 WHITE ST., N. Y.
848610-7
State of New York department of state file Jul 27 1970
Tax # 10
Filing fee $ 50
Secretary of State
By
SEMON, & BRAVERMAN XL2
CERTIFICATE OF
AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
INTERDYNAMICS, INC.
UNDER SECTION 805 of the BUSINESS CORPORATION LAW
The undersigned, being the President and Treasurer of
INTERDYNAMICS, INC., do hereby certify
and set forth:
1. The name of the corporation is INTERDYNAMICS, INC.
The name
under which the corporation was formed is INTERDYNAMICS, INC.
2. The certificate of incorporation of INTERDYNAMICS, INC. was filed by the Department of State on
July 27, 1970.
3. Paragraph Seventh of the Certificate of Incorporation of INTERDYNAMICS, INC. designates Building 127, Brooklyn Navy Yard, Brooklyn, New York as
the post office address to which the Secretary of State of the State of New York shall mail a copy of any process against the corporation served upon him.
4.
Paragraph Seventh of the Certificate of Incorporation is hereby amended as follows:
1) INTERDYNAMICS, INC. designates the offices of SEMON & BRAVERMAN, 333
Broadway, Jericho, New York 11753, as the post office address to which the Secretary of State of the State of New York shall mail a copy of any process against the corporation served upon him.
5. The manner in which this amendment to the Certificate of Incorporation of INTERDYNAMICS, INC. was authorized was by the affirmative vote of the holders of a majority of all
outstanding shares entitled to vote thereon at a meeting of the shareholders of said corporation duly called and held on June 1, 1976.
Joseph Trachtenberg,
President
Ira Trachtenberg, Treasurer-Secty.
STATE OF NEW YORK)
COUNTY OF NASSAU ) ss. :
JOSEPH TRACHTENBERG, being duly sworn, deposes and says that deponent is the President of INTERDYNAMICS, INC., the corporation named in the within Certificate of
Amendment; deponent has read the Certificate of Amendment, knows the contents there- of; and that the same is true to deponent’s own knowledge. This verification is made by deponent because INTERDYNAMICS, INC. is a domestic corporation.
Deponent is an officer thereof, to wit, its President. The grounds of deponent’s belief as to all matters not stated upon deponent’s knowledge are as follows: personal knowledge thereof.
Joseph Trachtenberg, Pres.
Sworn to before me this 30th day of June, 1976
Evelyn Barry
NOTARY PUBLIC, State of New York
No, 30-4512677
Qualified in Nassau County
Commission Expires March 30, 1977
STATE OF NEW YORK)
COUNTY OF NASSAU ) ss.:
IRA TRACHTENBERG, being duly sworn, deposes and says Secty-
that deponent is the/Treasurer of INTERDYNAMICS, INC., the corporation named in the within Certificate of Amendment; deponent has read the Certificate of
Amendment, knows the contents thereof; and that the same is true to deponent’s own knowledge. This verification is made by deponent because INTERDYNAMICS, INC. is a domestic corporation. Deponent is an officer thereof, to wit,
Secty-
its/ Treasurer. The grounds of deponent’s belief as to all matters not stated upon
deponent’s knowledge are as follows: personal knowledge thereof.
Ira Trachtenberg Treasurer-Secty.
Sworn to before me this
30th day of June, 1976.
EVELYN BARRY
Notary Public, State of New York
No. 30-4512677
Qualified in Nassau County
Commission Expires March 30, 1977
2
A332791 -3
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
INTERDYNAMICS, INC.
STATE OF NEW, YORK
DEPARTMENT OF STATE
TAX $ None
FILING FEE $30
FILED AUG 2 1976
Secretary of State
By
XL2
SEMON & BRAVERMAN
Counselors at Law 333 BROADWAY
JERICHO, N. Y. 11753
(516) 930-6655
7/27/70
848610-7
3
B674011
XL
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
INTERDYNAMICS, INC.
Under Section 805 of the Business Corporation Law
The undersigned, being the President and Secretary-Treasurer of INTERDYNAMICS, INC. do hereby certify and set forth:
1. The name of the corporation is INTERDYNAMICS, INC. The name under which the corporation was formed is INTERDYNAMICS, INC.
2. The Certificate of Incorporation of INTERDYNAMICS, INC. was filed by the Department of State on July 27, 1970.
4.
Paragraph 4th
of the Certificate of Incorporation is hereby further amended as follows:
The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of
State shall mail a copy of any prod process against the corporation served upon him is; Semon and Mondschein 100 Crossway Park West, Woodbury NY 11797
5. The
manner in which this Amendment of the Certificate of incorporation of INTERDYNAMICS, INC. was authorized first by vote of the board of directors and then by the affirmative vote of the hol holders of the majority of all outstanding
shares entitled to vote thereon at a meeting of the shareholders of said corporation duly called and held on June 1, 1988.
JOSEPH TRACHTENBERG, President.
IRA TRACHTENBERG, Secretary-Treasurer
STATE OF NEW YORK)
COUNTY OF NASSAU ) ss.:
JOSEPH TRACHTENBERG, being duly sworn, deposes and says that deponent is the President of INTERDYNAMICS, INC., the corporation named in the within Certificate of Amendment;
deponent has read the Certificate of Amendment, knows the contents thereof; and that the same is true to deponent’s own knowledge. This verification is made by deponent because INTERDYNAMICS, INC. Is a domestic corporation. Deponent is an
officer thereof, to wit, its President. The grounds of deponent’s belief as to all matters not stated upon deponent’s knowledge are as follows: personal knowledge thereof.
JOSEPH TRACHTENBERG, President
Sworn to before me this
day 29th day of July, 1988
Notary Public
BARBARA A. BARRONE
Notary Public, State of New York
No. 4511912
Qualified in New York county
Commission Expires March 31, 1989
STATE OF NEW YORK)
COUNTY OF NASSAU ) ss.:
IRA TRACHTENBERG, being duly
sworn, deposes and says that deponent is
the Secretary-Treasurer of INTERDYNAMICS, INC., the corporation named in the within Certificate of Amendment; deponent has read the Certificate of Amendment, knows the contents thereof; and that the same is true to deponent’s own knowledge.
This verification is made by deponent because INTERDYNAMICS, INC. is a domestic corporation. Deponent is an officer thereof, to wit, its Secretary-Treasurer. The grounds of deponent’s belief as to all matters not stated upon deponent’s
knowledge are as follows: personal knowledge thereof.
IRA TRACHTENBERG, Secretary-Treasurer
Sworn to before me this 29th day of July, 1988
Notary Public
BARBARA A. BARRONE
Notary Public, State of New York
No. 4511912
Qualified in New York County
Commission Expires March 31, 1989
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED AUG 15 1988
-3
B674011
FILED
XL
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
INTERDYNAMICS, INC.
BILLED
SEMON & MONDSHEIN
Counselors at Law
333 BROADWAY
Jericho, N.Y.
11752
Aug 9 12 03 PM ‘88
7/27/70
848610-7
CT-07
F010719000 826
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
INTERDYNAMICS, INC.
Under Section 805 of the Business Corporation Law
The undersigned, being the President and Secretary-Treasurer of INTERDYNAMICS, INC. do hereby certify and set forth:
1. The name of the corporation is INTERDYNAMICS, INC. The name under which the corporation was formed is INTERDYNAMICS, INC.
2. The Certification of Incorporation of INTERDYNAMICS, INC. was filed by the Department of State on July 27,1970.
3. Paragraph Sixth of the Certificate of Incorporation is hereby further amended as follows:
1) The aggregate number of shares which the corporation shall have the authority to issue is changed from two hundred (200) shares, all of which are without
par value, to eighteen thousand (18,000) shares, all of which are without par value.
2) To effect such amendment, Paragraph Sixth of the Certificate of
Incorporation shall now read as follows: “The aggregate number of shares which the corporation shall have the authority to issue is eighteen thousand (18,000) shares, all of which are without par value.”
4 The manner in which this Certificate of Amendment of the Certificate of Incorporation of INTERDYNAMICS, INC, was authorized was by the joint unanimous written
1
consent of the Board of Directors and the holders of all of the outstanding shares of said corporation dated as of July 27, 2001
JOSEPH TRACHTENBERG, President
IRA TRACHTENBERG, Secretary-Treasurer
STATE OF NEW YORK )
COUNTY OF NASSAU ) ss.:
JOSEPH TRACHTENBERG, being duly sworn, deposes and says that deponent is the President of INTERDYNAMICS, INC., the corporation named in the within Certificate of Amendment;
deponent has read the Certificate of Amendment, knows the contents thereof; and the same is true to deponent’s own knowledge. This verification is made by deponent because INTERDYNAMICS, INC. is a domestic corporation. Deponent is an officer
thereof, to wit, its President. The grounds of deponent’s belief as to all matters not stated upon deponent’s knowledge are as follows: personal knowledge thereof.
JOSEPH TRACHTENBERG, President
Sworn to before me this 17 day of July,
200
Notary Public
BARBARA A. BARRONE
Notary Public, State of New York
No. 4511912
Qualified Kings, County
Commission Expires December 31, 2001
2
STATE OF NEW YORK )
COUNTY OF NASSAU ) ss.:
IRA TRACHTENBERG, being duly sworn, deposes and says that deponent is the Secretary-Treasurer of INTERDYNAMICS, INC., the corporation named in the within
Certificate of Amendment, deponent has read the Certificate of Amendment, knows the contents thereof; and that the same is true to deponent’s own knowledge. This verification is made by deponent because INTERDYNAMICS, INC. is a domestic
corporation. Deponent is an officer thereof, to wit, its Secretary-Treasurer. The grounds of deponent’s belief as to all matters not stated upon deponent’s knowledge are as follows; personal knowledge thereof.
IRA TRACHTENBERG, Secretary-Treasurer
Notary Public
Sworn to before me this 7 day of July, 2001
BARBARA A. BARRONE
Notary Public, State of New York
No. 4511912
Qualified Kings County
Commission Expires December 31, 2001
3
010719000 826
CT-07
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
INTERDYNAMICS, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
STATE OF NEW YORK
DEPARTMENT OF STATE
JUL 19 2001
FILED
TAX $ 890
BY:
4
Stroock & Stroock & Laven LLP
180 Maiden Lane
New
York, NY 10038
DRAWDOWN
846
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 9/22/15 | |||
| Filed on: | 9/21/15 | |||
| 12/31/01 | 10-K, 11-K | |||
| 7/27/01 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/15 SEC UPLOAD¶ 10/06/17 1:161K Rov Holding Inc. |