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TransDigm Group Inc – ‘10-Q’ for 6/30/18 – ‘EX-3.11’

On:  Wednesday, 8/8/18, at 3:11pm ET   ·   For:  6/30/18   ·   Accession #:  1260221-18-51   ·   File #:  1-32833

Previous ‘10-Q’:  ‘10-Q’ on 5/4/18 for 3/31/18   ·   Next:  ‘10-Q’ on 2/6/19 for 12/29/18   ·   Latest:  ‘10-Q’ on 5/7/24 for 3/30/24   ·   6 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/08/18  TransDigm Group Inc               10-Q        6/30/18  112:48M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    881K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     28K 
11: EX-3.10     Articles of Incorporation/Organization or Bylaws    HTML     29K 
12: EX-3.11     Articles of Incorporation/Organization or Bylaws    HTML     40K 
13: EX-3.12     Articles of Incorporation/Organization or Bylaws    HTML     66K 
14: EX-3.13     Articles of Incorporation/Organization or Bylaws    HTML     35K 
15: EX-3.14     Articles of Incorporation/Organization or Bylaws    HTML     66K 
16: EX-3.15     Articles of Incorporation/Organization or Bylaws    HTML     30K 
17: EX-3.16     Articles of Incorporation/Organization or Bylaws    HTML     69K 
                -- exhibit316                                                    
 3: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML     36K 
 4: EX-3.3      Articles of Incorporation/Organization or Bylaws    HTML     28K 
 5: EX-3.4      Articles of Incorporation/Organization or Bylaws    HTML     66K 
 6: EX-3.5      Articles of Incorporation/Organization or Bylaws    HTML     44K 
 7: EX-3.6      Articles of Incorporation/Organization or Bylaws    HTML     66K 
 8: EX-3.7      Articles of Incorporation/Organization or Bylaws    HTML     48K 
 9: EX-3.8      Articles of Incorporation/Organization or Bylaws    HTML     29K 
10: EX-3.9      Articles of Incorporation/Organization or Bylaws    HTML     40K 
18: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     74K 
                -- exhibit41                                                     
27: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     70K 
                -- exhibit410                                                    
28: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     73K 
                -- exhibit411                                                    
29: EX-4.12     Instrument Defining the Rights of Security Holders  HTML     76K 
                -- exhibit412                                                    
30: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     69K 
                -- exhibit413                                                    
31: EX-4.14     Instrument Defining the Rights of Security Holders  HTML     71K 
                -- exhibit414                                                    
32: EX-4.15     Instrument Defining the Rights of Security Holders  HTML     75K 
                -- exhibit415                                                    
33: EX-4.17     Instrument Defining the Rights of Security Holders  HTML     73K 
                -- exhibit417                                                    
19: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     73K 
                -- exhibit42                                                     
20: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     77K 
                -- exhibit43                                                     
21: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     70K 
                -- exhibit44                                                     
22: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     72K 
                -- exhibit45                                                     
23: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     76K 
                -- exhibit46                                                     
24: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     70K 
                -- exhibit47                                                     
25: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     72K 
                -- exhibit48                                                     
26: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     76K 
                -- exhibit49                                                     
34: EX-10.4     Material Contract -- exhibit104                     HTML     50K 
35: EX-31.1     Certification -- §302 - SOA'02                      HTML     38K 
36: EX-31.2     Certification -- §302 - SOA'02                      HTML     38K 
37: EX-32.1     Certification -- §906 - SOA'02                      HTML     33K 
38: EX-32.2     Certification -- §906 - SOA'02                      HTML     33K 
45: R1          Document and Entity Information Document            HTML     52K 
46: R2          Condensed Consolidated Balance Sheets               HTML    113K 
47: R3          Condensed Consolidated Balance Sheets               HTML     40K 
                Parenthetical                                                    
48: R4          Condensed Consolidated Statements of Income         HTML     84K 
49: R5          Condensed Consolidated Statements of Comprehensive  HTML     46K 
                Income                                                           
50: R6          Condensed Consolidated Statement of Changes in      HTML     71K 
                Stockholders' Deficit                                            
51: R7          Condensed Consolidated Statement of Cash Flows      HTML    123K 
52: R8          Description of the Business                         HTML     35K 
53: R9          Unaudited Interim Financial Information             HTML     36K 
54: R10         Acquisitions and Divestitures                       HTML     56K 
55: R11         Recent Accounting Pronouncements                    HTML     47K 
56: R12         Earnings Per Share (Two-Class Method)               HTML     76K 
57: R13         Inventories                                         HTML     44K 
58: R14         Intangible Assets                                   HTML     97K 
59: R15         Debt                                                HTML    124K 
60: R16         Income Taxes                                        HTML     44K 
61: R17         Fair Value Measurements                             HTML     97K 
62: R18         Derivatives and Hedging Activities                  HTML     92K 
63: R19         Segments                                            HTML    112K 
64: R20         Accumulated Other Comprehensive Loss                HTML     63K 
65: R21         Discontinued Operations                             HTML     60K 
66: R22         Subsequent Events (Notes)                           HTML     36K 
67: R23         Supplemental Guarantor Information                  HTML    652K 
68: R24         Recent Accounting Pronouncements (Policies)         HTML     47K 
69: R25         Acquisitions and Divestitures (Tables)              HTML     42K 
70: R26         Earnings Per Share (Two-Class Method) (Tables)      HTML     76K 
71: R27         Inventories (Tables)                                HTML     45K 
72: R28         Intangible Assets (Tables)                          HTML    101K 
73: R29         Debt (Tables)                                       HTML     99K 
74: R30         Fair Value Measurements (Tables)                    HTML     95K 
75: R31         Derivatives and Hedging Activities (Tables)         HTML     80K 
76: R32         Segments (Tables)                                   HTML    110K 
77: R33         Accumulated Other Comprehensive Loss (Tables)       HTML     66K 
78: R34         Discontinued Operations (Tables)                    HTML     60K 
79: R35         Supplemental Guarantor Information (Tables)         HTML    651K 
80: R36         DESCRIPTION OF THE BUSINESS - Narratives (Details)  HTML     32K 
81: R37         ACQUISITIONS AND DIVESTITURES - Narratives          HTML     75K 
                (Details)                                                        
82: R38         ACQUISITIONS AND DIVESTITURES - Business            HTML     59K 
                Combinations Schedule of Recognized Identified                   
                Assets Acquired and Liabilities Assumed (Details)                
83: R39         Earnings Per Share (TWO-CLASS METHOD) -             HTML     63K 
                Computation of Basic and Diluted Earnings Per                    
                Share (Details)                                                  
84: R40         INVENTORIES - Schedule of Inventory (Details)       HTML     45K 
85: R41         INTANGIBLE ASSETS - Intangible Assets Subject to    HTML     59K 
                Amortization (Details)                                           
86: R42         INTANGIBLE ASSETS - Summary of changes in carrying  HTML     56K 
                value of Goodwill (Details)                                      
87: R43         INTANGIBLE ASSETS - Narratives (Details)            HTML     50K 
88: R44         INTANGIBLE ASSETS - Acquired Intangibles (Details)  HTML     52K 
89: R45         DEBT - Schedule of Debt (Detail)                    HTML    102K 
90: R46         DEBT - Narratives (Details)                         HTML    122K 
91: R47         INCOME TAXES - Narratives (Details)                 HTML     58K 
92: R48         FAIR VALUE MEASUREMENTS - Carrying Amounts and      HTML    116K 
                Fair Values of Financial Instruments (Detail)                    
93: R49         DERIVATIVES AND HEDGING ACTIVITIES - Schedule of    HTML     95K 
                Notional Amounts of Outstanding Derivatives                      
                (Details)                                                        
94: R50         DERIVATIVES AND HEDGING ACTIVITIES - Schedule of    HTML     59K 
                Interest Rate Derivatives (Details)                              
95: R51         DERIVATIVES AND HEDGING ACTIVITIES - Narratives     HTML     99K 
                (Details)                                                        
96: R52         SEGMENTS - Narratives (Details)                     HTML     32K 
97: R53         SEGMENTS - Net Sales by Reportable Segments         HTML     42K 
                (Details)                                                        
98: R54         SEGMENTS - EBITDA Defined by Segment to             HTML     66K 
                Consolidated Income Before Taxes (Details)                       
99: R55         SEGMENTS - Total Assets by Segment (Details)        HTML     45K 
100: R56         ACCUMULATED OTHER COMPREHENSIVE LOSS - Narratives   HTML     34K  
                (Details)                                                        
101: R57         ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of  HTML     52K  
                Accumulated Other Comprehensive Loss (Details)                   
102: R58         ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of  HTML     46K  
                Amounts Recognized in Other Comprehensive Loss                   
                (Details)                                                        
103: R59         DISCONTINUED OPERATIONS Narrative (Details)         HTML     60K  
104: R60         DISCONTINUED OPERATIONS Schedule of Discontinued    HTML     96K  
                Operations (Details)                                             
105: R61         Subsequent Events (Details)                         HTML     47K  
106: R62         SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental   HTML    171K  
                Condensed Consolidating Balance Sheet (Details)                  
107: R63         SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental   HTML    130K  
                Condensed Consolidating Income Statement (Details)               
108: R64         SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental   HTML    132K  
                Condensed Consolidating Cash Flow Statement                      
                (Details)                                                        
109: R65         SUPPLEMENTAL GUARANTOR INFORMATION Narrative        HTML     32K  
                (Details)                                                        
111: XML         IDEA XML File -- Filing Summary                      XML    149K  
110: EXCEL       IDEA Workbook of Financial Reports                  XLSX     97K  
39: EX-101.INS  XBRL Instance -- tdg-20180630                        XML   4.10M 
41: EX-101.CAL  XBRL Calculations -- tdg-20180630_cal                XML    208K 
42: EX-101.DEF  XBRL Definitions -- tdg-20180630_def                 XML   1.05M 
43: EX-101.LAB  XBRL Labels -- tdg-20180630_lab                      XML   1.53M 
44: EX-101.PRE  XBRL Presentations -- tdg-20180630_pre               XML   1.16M 
40: EX-101.SCH  XBRL Schema -- tdg-20180630                          XSD    177K 
112: ZIP         XBRL Zipped Folder -- 0001260221-18-000051-xbrl      Zip    293K

‘EX-3.11’   —   Articles of Incorporation/Organization or Bylaws

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  exhibit311certificateofi  
(MON) 2. 23' 04 18:21 / ST.18 :20/NO. 4862 069956 P 2 FROM CORPORATION TRUST 302- 655 -248 0 st~te o£ Del~w~re Exhibit 3.11 Secret~~ o£ st~t~ Division o£ Corpor~t~ons Delivered 06:15 PM 02/23/2004 FILED 05:37 PM 02/23/2004 SRV 040127963 - 3768216 FILE CERTIFICATE OF INCORPORATION OF TEAC AEROSPACE HOLDINGSt INC. FIRST: The name of the Corporation is TEAC Aerospace Holdings, Inc. SECOND: The registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wfunjngton, County of New Castle, Delaware 19801. The name of the Corporation's registered agent is The Corporation Trust Company. THIRD: 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 the State of Delaware, as the same exists or may hereafter be amended (the "GCL "). FOURTH: The total number Otf shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares designated as common stock and the par value of each such share of common stock is one cent ($0.01) per share. FIFI1I! The name and mailing address of the incorporator are Michael L. Kaplan, 2375 E. Camelback Road, Suite 700, Phoenix, Arizona 85016. SIXTH: The number of directors which shall comprise the initial Board of Directors of the Corporation shall be two (2). The size of the Board of Directors may be increased or decreased in the manner provided in the Bylaws of the Corporation. All corporate powers of the Corporation shall be exercised by or under the direction of the Board of Directors except as otherwise provided herein or by Jaw. SEVENTH: Unless and except to the extent that the Bylaws of the Corporation shall so reqlrire. the election of directors ofthe Corporation need not be by written ballot. EIGHTH: A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not pennitted under the GCL. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification. NINTH: Subject to the power of the stockholders of the Corporation to adopt. amend, or repeal any Bylaw made by the Board of Directors, the Board of Directors is expressly authorized and empowered to adopt. amend, or repeal the Bylaws of the Corporation. TENTH: The Corporation reserves the right at any time, and from time to time, to amen~ alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by Jaw; and all rights, preferences phx.-srv0111436977v01\S3291 .010300

 
(MON) 2. 23' 04 18: 22/ ST. 18 : 20/NO. 4862069956 P 3 FROM CORPORATION TRUST 302- 655 -2480 and privileges of whatsoever nature conferred upon stockholders. directors or any other persons whom.qoever by and pursuant to this Certificate of Incorporation in its present fotm or as hereafter amended are granted subject to the rights .reserved in this Article. IN WITNESS WHEREOF, I. the undersigned, being the Incorporator hereinabove stated, set my hand this 23rd day ofFebruary. 2004. ~6? phx-SIYO I\I436977v(ll\5.3291.0 I (000 2

 
FROM CT WILMINGTON - TEAM 6 (MON) 5 . 10' 0 4 1 3 : 43/ ST. 1 3: 38/NO. 4863777141 P 2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TEAC AEROSPACE HOLDINGS, INC. TEAC Aerospace Holdings, 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: FIRST: That the Board of Directors of the Corporation, by unanimous consent of its members. adopted a resolution proposing and declaring advisable a proposed amendment to the Certificate of Incorporation of the Corporation, amending Article FOURTH in its entirety to read as follows: "FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one million (1,000,000) shares designated as common stock and the par value of each such share of common stock is one cent ($0.01) per share." SECOND: That in lieu of a meeting and vote of Stockholders of the Corporation, the Stockholders have unanimously consented to said amendment in writing, in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, TEAC Aerospace Holdings, Inc. has caused this Certificate of Amendment to be signed by its Chairman of the Board as of the 1Oth day of May, 2004. TEAC AEROSPACE HOLDINGS, INC. By: Is/ Douglas P. McCormick Douglas P. McCormick, Chairman of the Board State of Delaware Secretary of State Division of Corporations Delivered 01:44 PM 05/ 10/2004 FILED 01 :36 PM 05/10/ 2004 SRV 040338465 - 3768216 FILE phx-srvOI \1444337v01

 
State of Delaware Secretary of State Division of Corporations Delivered 01:06PM 04/23/2008 FILED 11:59 AM 04/23/2008 SRV 080461929 - 3768216 FILE CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND OF REGISTERED AGENT OF TEAC AEROSPACE HOLDINGS, INC. It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is: TEAC AEROSPACE HOLDINGS, INC. 2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. 3. The registered agent of the l:orpuration within lhe State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed. 4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors. Signed on April23, 2008 Is! Vincent M. Lichtenberger Name: Vincent M. Lichtenberger Title: Secretary

 
State of .Delaware Secretazy of State Division o£ Corporations .Delivered 03:52 PM 10/22/2010 FILED 03:31 PM 10/22/2010 SRV 101021066 - 3768216 FILE SECOND AMENDMENT TO CERTIFICATE OF INCORPORATION OF TEAC AEROSPACE HOLDINGS, INC. TEAC Aerospace Holdings, 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: FIRST: That the Board of Directors of the Corporation, by unanimous consent of its members, adopted a resolution proposing and declaring advisable a proposed amendment to the Certificate of Incorporation of the Corporation, amending Article FOURTH in its entirety to read as follows: "FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares designated as common stock and the par value of each such share of common stock is one cent ($0.0 1) per share." SECOND: That in lieu of a meeting and vote of shareholders of the Corporation, the Stockholders have unanimously consented to said amendment in writing, in accordance with the provisions of Section 228 of the General Corporation Law ofthe State ofDelaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General corporation Law of the State ofDelaware . IN WITNESS WHEREOF, TEAC Aerospace jjoldings, Inc. has caused this Amendment to be signed by its Directors as ofthe /\' day of October, 2010. TEAC AEROSPACE HOLDINGS, INC.

 
State of Delaware Secretary of State Divi5ion ot"Corporation5 Delivered 12:48 PM 08/06/2012 FILED 11:40 AM 08/06/2012 STATE OF DELAWARE SRV 120907432- 3768216 FILE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is: TEAC Aerospace Holdings, Inc. 2. The Registered Office of the corporation in the State of Delaware is changed to: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, I 9801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is The Corporation Trust Company. 3. The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation. . :t By: lsi Salvina Amenta~Gray Assistant Secretary Name:_ Salvina Amenta-Gray

 

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/09/23  TransDigm Group Inc.              10-K        9/30/23  132:17M
11/10/22  TransDigm Group Inc.              10-K        9/30/22  134:19M
 1/28/22  TransDigm Group Inc.              10-K/A      9/30/21   12:1.3M
11/16/21  TransDigm Group Inc.              10-K        9/30/21  130:20M
 8/10/21  TransDigm Group Inc.              S-49/21/21   25:21M
11/12/20  TransDigm Group Inc.              10-K        9/30/20  130:19M
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Filing Submission 0001260221-18-000051   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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