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¶ – 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-3.17 |
Exhibit 3.17
| State of Delaware Secretary of State Division of Corporations Delivered 12:52 PM 11/03/2010 FILED 12:49 PM 11/03/2010 SRV 101052758 - 4888968 FILE |
CERTIFICATE
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VIKING PRODUCTS MARKETING INC.
The undersigned, being an authorized officer of Viking Products Marketing Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The name of the Corporation is Viking Products Marketing Inc.
SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on October 25, 2010.
THIRD: The Board of Directors of the Corporation, pursuant to Sections 141, 242 and 245 of the General Corporation Law of the State of Delaware, adopted resolutions authorizing the Corporation to amend, integrate and restate the Corporation’s Certificate of Incorporation in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Restated Certificate”).
FOURTH: The required holders of the Corporation’s issued and outstanding capital stock approved and adopted the Restated Certificate of Incorporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.
*********
IN WITNESS WHEREOF, the undersigned, for the purpose of amending and restating the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Amended and Restated Certificate of Incorporation this 3rd day of November, 2010.
| VIKING PRODUCTS MARKETING INC. | ||||
| By: | ||||
| Name: | David Burgstahler | |||
| Title: | Chief Executive Officer and President | |||
2
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VIKING PRODUCTS MARKETING INC.
ARTICLE ONE
The name of the Corporation is Viking Products Marketing Inc. (hereinafter called the “Corporation”).
ARTICLE TWO
The address of the Corporation’s registered office in the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
ARTICLE THREE
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 FOUR
The total number of shares of capital stock which the Corporation has authority to issue is One Thousand Shares (1,000), all of which shall be shares of Common Stock, with a par value of One Cent ($0.01) per share.
Section 1. Registration of Transfer. The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of the Common Stock. Upon the surrender of any certificate representing shares of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.
Section 2. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably
3
satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.
Section 3. Notices. All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation.
ARTICLE SEVEN
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Election of Directors need not be by written ballot unless the by-laws of the Corporation so provide.
ARTICLE EIGHT
Section 1. Limitation of Liability.
(a) To the fullest extent permitted by the General Corporation Law of Delaware as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), and except as otherwise provided in the Corporation’s by-laws, no Director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders.
(b) Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.
Section 2. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil,
4
criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a Director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 3 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the Corporation). The right to indemnification conferred in this Article Eight shall be a contract right and, subject to the provisions hereof, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of Directors and officers.
Section 3. Procedure for Indemnification of Directors and Officers. Any indemnification of a Director or officer of the Corporation under Section 2 of this Article Eight or advance of expenses under this Article Eight shall be made promptly, and in any event within thirty days, upon the written request of the Director or officer. If a determination by the Corporation that the Director or officer is entitled to indemnification pursuant to this Article Eight is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article Eight shall be enforceable by the Director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its
5
Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
Section 4. Nonexclusivity of Article Eight. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article Eight shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.
Section 5. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director, officer, employee or agent of the Corporation 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, including service with respect to an employee benefit plan, against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the Delaware General Corporation Law.
Section 6. Service for Subsidiaries. Any person serving as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a “subsidiary” for this Article Eight) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.
Section 7. Reliance. Persons who after the date of the adoption of this provision become or remain Directors or officers of the Corporation or who, while a director or officer or other employee of the Corporation, become or remain a Director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article Eight in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article Eight shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.
Section 8. Non-Exclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article Eight shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate or under any statute, by-law, agreement, vote of stockholders or disinterested Directors or otherwise.
Section 9. Merger or Consolidation. For purposes of this Article Eight, references to the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article Eight with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation if its separate existence had continued.
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Section 10. Savings Clause. If this Article Eight or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under Section 2 of this Article Eight as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, Employment Retirement Income Security Act of 1974 excise taxes and penalties and penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article Eight to the full extent permitted by any applicable portion of this Article Eight that shall not have been invalidated and to the full extent permitted by applicable law.
ARTICLE NINE
Section 1. Competition and Corporate Opportunities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or in being offered any opportunity to participate in, any business opportunities that are presented to any of its Directors or stockholders, except that the foregoing shall not apply to any member of management of the Corporation or any of its subsidiaries that is also a Director or a stockholder.
Section 2. Amendment of this Article. Notwithstanding anything to the contrary elsewhere contained in this Certificate of Incorporation, the affirmative vote of the holders of at least 66 2/3 % of the voting power of all shares of Common Stock then outstanding, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article Nine.
Section 3. Deemed Notice. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article Nine.
ARTICLE TEN
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE ELEVEN
The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.
ARTICLE TWELVE
Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or any creditor or stockholder thereof or on the application of
7
a receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors, and/or the shareholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders, or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
* * * * * *
8
| State of Delaware Secretary of State Division of Corporations Delivered 11:23 AM 11/22/2010 FILED 11:21 AM 11/22/2010 SRV 101110325 - 4888968 FILE |
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
VIKING PRODUCTS MARKETING INC.
Under Section 242 of the Delaware Corporation Law
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned officer of Viking Products Marketing Inc., a Delaware corporation (the “Corporation”), does hereby certify the following:
FIRST: The name of the Corporation is Viking Products Marketing Inc.
SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on October 25, 2010.
THIRD: The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to effect a change in Article One thereof, relating to the name of the Corporation. Accordingly, Article One of the Amended and Restated Certificate of Incorporation shall be amended to read as follows:
The name of the corporation is Armored AutoGroup Sales Inc. (hereinafter called the “Corporation”).
FOURTH: This amendment to the Amended and Restated Certificate of Incorporation of the Corporation effected hereby was approved by the Board of Directors of the Corporation, and by written consent of the sole holder of the issued and outstanding capital stock of the Corporation.
IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury, and has executed this Certificate this 22nd day of November, 2010.
| By: | /s/ David Lundstedt | |
| Name: | David Lundstedt | |
| Title: | President and Chief Executive Officer |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 9/22/15 | None on these Dates | ||
| Filed on: | 9/21/15 | |||
| 10/25/10 | ||||
| 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. |