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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/20 Amcon Distributing Co. 10-K 9/30/20 80:7.2M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 564K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 67K 3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 41K 4: EX-21.1 Subsidiaries List HTML 26K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 26K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 26K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 23K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 23K 15: R1 Document and Entity Information HTML 56K 16: R2 Consolidated Balance Sheets HTML 107K 17: R3 Consolidated Balance Sheets (Parenthetical) HTML 34K 18: R4 Consolidated Statements of Operations HTML 75K 19: R5 Consolidated Statements of Operations HTML 23K (Parenthetical) 20: R6 Consolidated Statements of Shareholders? Equity HTML 52K 21: R7 Consolidated Statements of Shareholders? Equity HTML 23K (Parenthetical) 22: R8 Consolidated Statements of Cash Flows HTML 124K 23: R9 Summary of Significant Accounting Policies HTML 78K 24: R10 Acquisitions HTML 24K 25: R11 Earnings Per Share HTML 58K 26: R12 Property and Equipment, Net HTML 52K 27: R13 Leases HTML 101K 28: R14 Goodwill and Other Intangible Assets HTML 42K 29: R15 Equity Method Investment HTML 34K 30: R16 Debt HTML 74K 31: R17 Income Taxes HTML 107K 32: R18 Profit Sharing Plan HTML 24K 33: R19 Commitments and Contingencies HTML 39K 34: R20 Equity-Based Incentive Awards HTML 114K 35: R21 Business Segments HTML 165K 36: R22 Treasury Stock HTML 23K 37: R23 Impact of Covid-19 HTML 24K 38: R24 Subsequent Event HTML 24K 39: R25 Summary of Significant Accounting Policies HTML 132K (Policies) 40: R26 Summary of Significant Accounting Policies HTML 46K (Tables) 41: R27 Earnings Per Share (Tables) HTML 57K 42: R28 Property and Equipment, Net (Tables) HTML 52K 43: R29 Leases (Tables) HTML 106K 44: R30 Goodwill and Other Intangible Assets (Tables) HTML 42K 45: R31 Equity Method Investment (Tables) HTML 31K 46: R32 Debt (Tables) HTML 64K 47: R33 Income Taxes (Tables) HTML 108K 48: R34 Commitments and Contingencies (Tables) HTML 36K 49: R35 Equity-Based Incentive Awards (Tables) HTML 113K 50: R36 Business Segments (Tables) HTML 164K 51: R37 Summary of Significant Accounting Policies HTML 56K (Details) 52: R38 Summary of Significant Accounting Policies - HTML 81K Property and Equipment to Accounting Pronouncements (Details) 53: R39 Acquisition (Details) HTML 28K 54: R40 Earnings Per Share (Details) HTML 42K 55: R41 Property and Equipment, Net (Details) HTML 42K 56: R42 Leases (Details) HTML 40K 57: R43 Leases - Components of lease costs (Details) HTML 30K 58: R44 LEASES - Maturities of lease liabilities (Details) HTML 39K 59: R45 LEASES - Weighted-average remaining lease term and HTML 25K weighted-average discount rate (Details) 60: R46 LEASES - Other information (Details) HTML 27K 61: R47 LEASES - Future minimum operating lease payments HTML 39K (Details) 62: R48 GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill HTML 25K (Details) 63: R49 GOODWILL AND OTHER INTANGIBLE ASSETS - Other HTML 28K Intangible Assets (Details) 64: R50 Equity Method Investment (Details) HTML 43K 65: R51 Equity Method Investment - Equity investee's HTML 36K summarized financial data (Details) 66: R52 DEBT - Credit Facility (Details) HTML 73K 67: R53 DEBT - Long-Term Debt (Details) HTML 40K 68: R54 DEBT - Aggregate Minimum Principal Maturities of HTML 38K Long-Term Debt and Other (Details) 69: R55 Income Taxes (Details) HTML 109K 70: R56 Profit Sharing Plan (Details) HTML 35K 71: R57 Commitments and Contingencies (Details) HTML 31K 72: R58 EQUITY-BASED INCENTIVE AWARDS - Omnibus Plans and HTML 99K Stock Options (Details) 73: R59 EQUITY-BASED INCENTIVE AWARDS - Authorized and HTML 86K Approved Restricted Stock Unit Awards (Details) 74: R60 EQUITY-BASED INCENTIVE AWARDS - Restricted Stock HTML 41K Unit Activity (Details) 75: R61 Business Segments (Details) HTML 74K 76: R62 Treasury Stock (Details) HTML 26K 77: R63 Subsequent Event (Details) HTML 34K 79: XML IDEA XML File -- Filing Summary XML 137K 78: EXCEL IDEA Workbook of Financial Reports XLSX 94K 9: EX-101.INS XBRL Instance -- dit-20200930 XML 1.88M 11: EX-101.CAL XBRL Calculations -- dit-20200930_cal XML 202K 12: EX-101.DEF XBRL Definitions -- dit-20200930_def XML 471K 13: EX-101.LAB XBRL Labels -- dit-20200930_lab XML 1.32M 14: EX-101.PRE XBRL Presentations -- dit-20200930_pre XML 887K 10: EX-101.SCH XBRL Schema -- dit-20200930 XSD 152K 80: ZIP XBRL Zipped Folder -- 0001558370-20-013380-xbrl Zip 155K
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AMCON DISTRIBUTING COMPANY
AMCON Distributing Company, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), for the purpose of restating the Restated Certificate of Incorporation of the Corporation, as amended, in accordance with the General Corporation Law of Delaware, does hereby make and execute this Restated Certificate of Incorporation and does hereby certify that:
I.The name of the Corporation, which is the name under which it was originally incorporated, is AMCON Distributing Company. The Corporation's original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 17, 1986.
II.Resolutions setting forth the Restated Certificate of Incorporation of the Corporation were duly adopted by the Board of Directors of the Corporation by unanimous consent in lieu of a special meeting of the Board of Directors dated September 17, 2020, and without a vote of the stockholders of the Corporation.
III.The Restated Certificate of Incorporation of the Corporation adopted by the Board of Directors reads as follows:
The name of the Corporation is AMCON Distributing Company.
The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, and the name of its registered agent at the address of the Corporation's registered office is The Corporation Trust Company.
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.
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The Board of Directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of its stock or other securities or property, rights entitling the holders thereof to purchase from the Corporation shares of stock or other securities of the Corporation or any other corporation. The times at which and the terms upon which such rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited to, determination of the following:
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In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors is expressly authorized to adopt, repeal, alter or amend the By-laws of the Corporation by the vote of a majority of the entire Board of Directors. In addition to any requirements of law and any other provision of this Restated Certificate of Incorporation, the stockholders of the Corporation may adopt, repeal, alter or amend any provision of the By-laws upon the affirmative vote of the holders of 75% or more of the combined voting power of the then outstanding stock of the Corporation entitled to vote generally in the election of directors.
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A director of the Corporation, in determining what he reasonably believes to be in the best interests of the Corporation, shall consider the interests of the Corporation's stockholders and, in his discretion, may consider any of the following:
Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the By-laws of the Corporation shall so provide.
Cumulative voting for the election of directors shall not be permitted.
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action is hereby specifically denied. The foregoing sentence shall take effect on the day following the date on which the Corporation first has more than twenty-five stockholders of record. Except as otherwise required by law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, by the President or as otherwise provided in the By-laws of the Corporation.
The vote of stockholders of the Corporation required to approve Business Combinations (as hereinafter defined) shall be as set forth in this Article XIV.
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shall not be consummated without (i) the affirmative vote of the holders of at least 75% of the combined voting power of the then outstanding shares of stock of all classes and series of the Corporation entitled to vote generally in the election of directors (the "Voting Stock") and (ii) the affirmative vote of a majority of the combined voting power of the then outstanding shares of Voting Stock held by Disinterested Stockholders, in each case voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or by this Restated Certificate of Incorporation or by a registered securities association or in any agreement with any national securities exchange or otherwise.
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The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, and any 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 herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XV; provided, however, that any amendment or repeal of Article VIII or Article IX of this Restated Certificate of Incorporation shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal; and provided, further, that Articles V, VI, VII, VIII, IX, X, XII, XIII, XIV and XV of this Restated Certificate of Incorporation shall not be amended, altered, changed or repealed without the affirmative vote of the holders of at least 75 % of the then outstanding stock of the Corporation entitled to vote generally in the election of directors.
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IV.The Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Corporation's Certificate of Incorporation as heretofore amended or supplemented, and there is no discrepancy between those provisions and the provisions of the Restated Certificate of Incorporation.
V.This Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 245 of the Delaware Corporation Law, as amended.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed on behalf of the Corporation by its President as of October 2, 2020, and he does hereby affirm and acknowledge that this Restated Certificate of Incorporation is the act and deed of the Corporation and that the facts stated herein are true.
AMCON Distributing Company
By /s/ Andrew C. Plummer____________
Andrew C. Plummer, President
Attest:
/s/ Charles J. Schmaderer____________
Charles J. Schmaderer, Secretary
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This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/9/20 | 8-K | ||
10/2/20 | ||||
For Period end: | 9/30/20 | |||
9/17/20 | ||||
2/1/93 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/23 Amcon Distributing Co. 10-K 9/30/23 94:9.3M Toppan Merrill Bridge/FA 11/23/22 Amcon Distributing Co. 10-K 9/30/22 92:9.7M Toppan Merrill Bridge/FA 11/08/21 Amcon Distributing Co. 10-K 9/30/21 77:7.5M Toppan Merrill Bridge/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/24/20 Amcon Distributing Co. 8-K:1,9 3/20/20 2:100K Business Wire/FA 1/18/19 Amcon Distributing Co. 10-Q 12/31/18 53:4.8M Toppan Merrill Bridge/FA 11/08/17 Amcon Distributing Co. 10-K 9/30/17 68:7.3M Toppan Merrill Bridge/FA 11/08/16 Amcon Distributing Co. 10-K 9/30/16 65:7.4M Toppan Merrill Bridge/FA 12/22/14 Amcon Distributing Co. 8-K:5,9 12/19/14 3:364K Stinson LLP/FA 7/18/13 Amcon Distributing Co. 10-Q 6/30/13 85:9.6M Toppan Merrill/FA 5/31/11 Amcon Distributing Co. 8-K:1,2,7,9 5/26/11 4:291K Business Wire/FA 4/19/11 Amcon Distributing Co. 10-Q 3/31/11 8:1.6M Toppan Merrill/FA 11/07/08 Amcon Distributing Co. 10-K 9/30/08 12:291K 2/04/08 Amcon Distributing Co. 8-K:3,5,9 1/29/08 2:68K 11/09/07 Amcon Distributing Co. 10-K 9/30/07 16:440K 12/29/06 Amcon Distributing Co. 10-K 9/30/06 13:407K 2/14/05 Amcon Distributing Co. 10-Q 12/31/04 9:207K 1/07/05 Amcon Distributing Co. 10-K 9/24/04 18:675K |