Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration Statement 130 712K
2: EX-3.1 Amended and Restated Certificate of Incorporation 7 22K
3: EX-3.2 Certification of Designations, Preference and 22 84K
Rights
4: EX-3.3 By-Laws of Lpa Holding Corp. 15 61K
5: EX-3.4 Restated Certificate of Incorporation 43 140K
6: EX-3.5 Amended and Restated Bylaws 28 101K
7: EX-4.1 Indenture 107 386K
8: EX-10.1 Purchase Agreement 33 125K
16: EX-10.10 Rebecca L. Perry Employment Agreement 10 40K
17: EX-10.11 Phillip M. Kane Employment Agreement 10 40K
18: EX-10.12 Credit Agreement 81 376K
19: EX-10.13 Pledge Agreement 17 76K
20: EX-10.14 Security Agreement 30 112K
21: EX-10.15 Parent Guarantee Agreement 6 30K
22: EX-10.16 Subsidiary Guarantee Agreement 11 47K
23: EX-10.17 Indemnity, Subrogation & Contribution Agreement 8 33K
9: EX-10.2 Exchange and Registration Rights Agreement 23 99K
10: EX-10.3 Agreement and Plan of Merger 47 188K
11: EX-10.5 Stockholders Agreement 35 106K
12: EX-10.6 1998 Stock Option Plan 20 71K
13: EX-10.7 Preferred Stock Registration Rights Agreement 18 64K
14: EX-10.8 Registration Rights Agreement 22 70K
15: EX-10.9 Employment Agreement 13 52K
24: EX-12.1 Computation of Ratios 1 12K
25: EX-21.1 Subsidiaries of Registrant 1 10K
26: EX-23.2 Independent Auditors' Consent and Report on 1 12K
Schedules
27: EX-25.1 Form T-1 7 30K
28: EX-27.1 Financial Data Schedule 2± 15K
29: EX-99.1 Letter of Transmittal 15 67K
30: EX-99.2 Notice of Guaranteed Delivery 3 17K
31: EX-99.3 Offer to Exchange 2 16K
32: EX-99.4 Offer to Exchange 2 17K
EX-3.1 — Amended and Restated Certificate of Incorporation
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LPA HOLDING CORP.
The name of the Corporation is LPA Holding Corp. The
Corporation was duly incorporated in the State of Delaware in April 1, 1993.
This Amended and Restated Certificate of Incorporation is being filed pursuant
to Sections 242 and 245 of the General Corporation Law of the State of Delaware.
ARTICLE FIRST
The name of the corporation (herein called the "Corporation")
is LPA Holding Corp.
ARTICLE SECOND
The address of the registered office of the Corporation in the
State of Delaware is 9 East Loockerman Street, City of Dover, County of Kent.
The name of the registered agent of the Corporation at such address is National
Registered Agents, Inc.
ARTICLE 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.
ARTICLE FOURTH
The total number of shares of all classes of stock which
this corporation shall have authority to issue is 1,000,000, consisting of
950,000 shares of Class A Common Stock, $.01 par value (hereinafter referred
to as "Class A Common Stock"), 20,000 shares of Class B Common Stock, $.01 par
value (hereinafter referred to as "Class B Common Stock" and,
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collectively with the Class A Common Stock, the "Common Stock") and 30,000
shares of Preferred Stock, $.01 par value (hereinafter referred to as the
"Preferred Stock"), the rights, preferences and limitations of which shall be
determined by the Board of Directors.
The following is a statement of the designations, preferences,
voting powers, qualifications, special or relative rights and privileges in
respect of the authorized capital stock of the Corporation.
(a) Common Stock. Except where otherwise provided by law, by
this Amended and Restated Certificate of Incorporation, or by
resolution of the Board of Directors pursuant to this Article FOURTH,
all shares of Common Stock shall be identical in all respects and shall
entitle the holders thereof to the same rights and privileges, subject
to the same qualifications, limitations and restrictions. All holders
of Common Stock issued and outstanding shall have and possess the
exclusive right to notice of stockholders' meetings. Except as
otherwise required by applicable law or as set forth herein, the
holders of Class A Common Stock and Class B Common Stock shall vote
together on all matters as a single class and each share of Common
Stock shall entitle to the holder thereof to cast one vote. The holders
of Class B Common Stock shall have the exclusive right, voting
separately as a class, to elect one director to the board of directors
of the Corporation. Each share of Class B Common Stock shall be
convertible at the option of the holder thereof, at any time and from
time to time, into one share of Class A Common Stock. Subject to the
rights of the Preferred Stock, dividends may be paid on the Common
Stock, as and when declared by the Board of Directors, out of any funds
of this corporation legally available for the payment of such
dividends.
(b) Preferred Stock. The Board of Directors is authorized,
subject to any limitations prescribed by law, to provide for the
issuance of the shares of Preferred Stock in one or more series, and by
filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and any
2
qualifications, limitations or restrictions thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but
not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock,
without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the
certificate or certificates establishing the series of Preferred Stock.
ARTICLE FIFTH
The number of directors of the Corporation shall be such as
from time to time shall be fixed in the manner provided in the By-laws of the
Corporation. The election of directors of the Corporation need not be by
ballot unless the By-laws so require. The individual elected to the board of
directors of the Corporation by the vote of a majority of the holders of Class
B Common Stock, voting separately as a class, shall be entitled to three votes
as a director. Each other individual elected to serve as a director of the
Corporation in accordance with the Bylaws shall be entitled to one vote as a
director.
ARTICLE SIXTH
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 (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General Corporation Law is
amended after the date of incorporation of the Corporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the
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Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
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.
ARTICLE SEVENTH
For the management of the business and for the conduct of
the affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and
stockholders, it is further provided:
(a) In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized and empowered:
(i) to make, alter, amend or repeal the By-laws in any
manner ot inconsistent with the laws of the State of Delaware
or this Certificate of Incorporation;
(ii) without the assent or vote of the stockholders, to
authorize and issue securities and obligations of the
Corporation, secured or unsecured, and to include therein such
provisions as to redemption, conversion or other terms
thereof as the Board of Directors in its sole discretion may
determine, and to authorize the mortgaging or pledging, as
security therefor, of any property of the Corporation, real
or personal, including after-acquired property;
(iii) to determine whether any, and if any, what part, of
the net profits of the Corporation or of its surplus shall be declared
in dividends and paid to the stockholders, and to direct and determine
the use and disposition of any such net profits or such surplus; and
(iv) to fix from time to time the amount of net profits
of the Corporation or of its surplus to be reserved as working capital
or for any other lawful purpose.
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In addition to the powers and authorities herein or by
statute expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the
provisions of the laws of the State of Delaware, of this Certificate
of Incorporation and of the By-laws of the Corporation.
(b) Any director or any officer elected or appointed by the
stockholders or by the Board of Directors may be removed at any time in
such manner as shall be provided in the By-laws of the Corporation.
(c) From time to time any of the provisions of this
Certificate of Incorporation may be altered, amended or repealed, 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 and at the time
prescribed by said laws, and all rights at any time conferred upon the
stockholders of the Corporation by this Certificate of Incorporation
are granted subject to the provisions of this paragraph (c).
ARTICLE EIGHTH
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 of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of the Delaware General Corporation Law 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 the
Delaware General Corporation Law order a meeting of the creditors or class of
creditors, and/or of the stockholders 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
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of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree on 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.
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Dated May __, 1998
LPA HOLDING CORP.
By:
--------------------------------
Name:
Title:
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/5/98 | | | | | | | None on these Dates |
| | 4/1/93 | | 1 |
| List all Filings |
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