Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Wci Communities, Inc. Etal 272 1.46M
2: EX-1.1 Purchase Agreement 50 199K
3: EX-3.1 Certificate of Inc.: Wci Communities as Amended 19 73K
12: EX-3.10 C.O.I.: Wi Ultracorp of Florida, Inc. 1 29K
13: EX-3.11 A.O.I.: Bay Colony of Naples, Inc. 2 32K
14: EX-3.12 A.O.I.: Bay Colony Realty Associates, Inc. 1 26K
15: EX-3.13 A.O.I.: Communities Amenities, Inc. 3 32K
16: EX-3.14 A.O.I.: Communities Home Builders, Inc. 3 32K
17: EX-3.15 A.O.I.: Coral Ridge Communities, Inc. 4 37K
18: EX-3.16 A.O.I.: Coral Ridge Properties, Inc. 7 46K
19: EX-3.17 A.O.I.: Coral Ridge Realty, Inc., as Amended 12 61K
20: EX-3.18 A.O.I.: Coral Ridge Realty Sales, Inc. 9 50K
21: EX-3.19 A.O.I.: Financial Resources Group, Inc. 3 31K
4: EX-3.2 Restated C.O.I.: Bay Colony-Gateway, Inc. 17 77K
22: EX-3.20 A.O.I.: Florida Design Communities, Inc. as Amend 7 44K
23: EX-3.21 A.O.I.: Florida Lifestyle Management Co., as Amndd 10 45K
24: EX-3.22 A.O.I.: Florida National Properties, Inc. 4 36K
25: EX-3.23 A.O.I.: Gateway Communities, Inc. 2 32K
26: EX-3.24 A.O.I.: Gateway Communications Services, Inc. 2 31K
27: EX-3.25 A.O.I.: Gateway Realty Sales, Inc. 3 31K
28: EX-3.26 A.O.I.: Heron Bay, Inc. 4 36K
29: EX-3.27 A.O.I.: Heron Bay Golf Course Properties, Inc. 4 36K
30: EX-3.28 A.O.I.: Jyc Holdings, Inc. 3 33K
31: EX-3.29 A.O.I.: Livingston Naples, Inc., as Amended 4 35K
5: EX-3.3 Certificate of Formation of Communities Finance 4 31K
32: EX-3.30 A.O.I.: Livingston Road, Inc. 3 34K
33: EX-3.31 A.O.I.: Marbella at Pelican Bay, Inc. 3 33K
34: EX-3.32 A.O.I.: Pelican Bay Properties, Inc. 3 34K
35: EX-3.33 A.O.I.: Pelican Landing Communities, Inc. 1 29K
36: EX-3.34 A.O.I.: Pelican Landing Properties, as Amended 9 44K
37: EX-3.35 A.O.I.: Pelican Marsh Properties, Inc. 2 30K
38: EX-3.36 A.O.I.: Sarasota Tower, Inc. 3 33K
39: EX-3.37 A.O.I.: Sun City Center Realty, Inc., as Amended 8 41K
40: EX-3.38 A.O.I.: the Colony at Pelican Landing Golf Club 2 33K
41: EX-3.39 A.O.I.: Tarpon Cove Yacht & Racquet Club, Inc. 5 40K
6: EX-3.4 C.O.I.: First Fidelity Title, Inc. 12 62K
42: EX-3.40 A.O.I.: Tarpon Cove Realty, Inc. 2 30K
43: EX-3.41 A.O.I.: Watermark Pools, Inc. 3 33K
44: EX-3.42 A.O.I.: Watermark Realty Referral, Inc., as Amndd 5 38K
45: EX-3.43 A.O.I.: Wci Communities Property Management, Inc. 3 33K
46: EX-3.44 A.O.I.: Wci Golf Group, Inc. 3 34K
47: EX-3.45 A.O.I.: Wci Homes, Inc. 3 33K
48: EX-3.46 A.O.I.: Wci Realty, Inc. 2 30K
49: EX-3.47 A/R By-Laws: Wci Communities, Inc. 14 74K
50: EX-3.48 A/R By-Laws: Bay Colony-Gateway, Inc. 29 82K
51: EX-3.49 Limited Liability Co Agreement: Comm Fin Co, LLC 10 60K
7: EX-3.5 Certificate of Formation of Panther Developments 3 31K
52: EX-3.50 By-Laws of First Fidelity Title, Inc. 28 75K
53: EX-3.51 Limited Liability Co Agreement: Panther Develop 9 61K
54: EX-3.52 By-Laws of Pelican Landing Golf Resort Ventures 13 72K
55: EX-3.53 By-Laws of Sun City Center Golf Properties, Inc. 16 74K
56: EX-3.54 By-Laws of Tiburon Golf Ventures, Inc. 12 63K
57: EX-3.55 By-Laws of Watermark Realty, Inc. 16 74K
58: EX-3.56 By-Laws of Wi Ultracorp of Florida, Inc. 10 59K
59: EX-3.57 By-Laws of Bay Colony of Naples, Inc. 14 74K
60: EX-3.58 By-Laws of Bay Colony Realty Associates, Inc. 10 52K
61: EX-3.59 By-Laws of Communities Amenities, Inc. 7 51K
8: EX-3.6 C.O.I.: Pelican Landing Golf Resort Ventures, Inc. 4 40K
62: EX-3.60 By-Laws of Communities Home Builders, Inc. 7 51K
63: EX-3.61 By-Laws of Coral Ridge Communities, Inc. 7 50K
64: EX-3.62 By-Laws of Coral Ridge Properties, Inc. 18 50K
65: EX-3.63 By-Laws of Coral Ridge Realty, Inc. 11 54K
66: EX-3.64 By-Laws of Coral Ridge Realty Sales, Inc. 10 55K
67: EX-3.65 By-Laws of Financial Resources Group, Inc. 14 74K
68: EX-3.66 By-Laws of Florida Design Communities, Inc. 16 71K
69: EX-3.67 A/R By-Laws of Florida Lifestyle Management Co 25 64K
70: EX-3.68 By-Laws of Florida National Properties, Inc. 7 50K
71: EX-3.69 By-Laws of Gateway Communities, Inc. 27 72K
9: EX-3.7 C.O.I.: Sun City Center Golf Properties, Inc. 7 47K
72: EX-3.70 By-Laws of Gateway Communications Services, Inc. 16 69K
73: EX-3.71 By-Laws of Gateway Realty Sales, Inc. 13 71K
74: EX-3.72 By-Laws of Heron Bay, Inc. 7 50K
75: EX-3.73 By-Laws of Heron Bay Golf Course Properties, Inc. 16 74K
76: EX-3.74 By-Laws of Jyc Holdings, Inc. 7 50K
77: EX-3.75 By-Laws of Livingston Naples, Inc. 7 51K
78: EX-3.76 By-Laws of Livingston Road, Inc. 7 50K
79: EX-3.77 By-Laws of Marbella at Pelican Bay, Inc. 7 53K
80: EX-3.78 By-Laws of Pelican Bay Properties, Inc. 11 44K
81: EX-3.79 By-Laws of Pelican Landing Communities, Inc. 7 50K
10: EX-3.8 C.O.I.: Tiburon Golf Ventures, Inc. 4 40K
82: EX-3.80 By-Laws of Pelican Landing Properties, Inc. 16 71K
83: EX-3.81 By-Laws of Pelican Marsh Properties, Inc. 10 52K
84: EX-3.82 By-Laws of Sarasota Tower, Inc. 7 51K
85: EX-3.83 A/R By-Laws of Sun City Center Realty, Inc. 26 65K
86: EX-3.84 By-Laws of the Colony at Pelican Landing Golf Club 21 77K
87: EX-3.85 By-Laws of Tarpon Cove Yacht & Racquet Club, Inc. 27 77K
88: EX-3.86 By-Laws of Tarpon Cove Realty, Inc. 10 52K
89: EX-3.87 By-Laws of Watermark Pools, Inc. 7 50K
90: EX-3.88 By-Laws of Watermark Realty Referral, Inc. 16 74K
91: EX-3.89 By-Laws of Wci Communities Property Management 7 50K
11: EX-3.9 C.O.I.: Watermark Realty, Inc., as Amended 8 40K
92: EX-3.90 By-Laws of Wci Golf Group, Inc. 7 51K
93: EX-3.91 By-Laws of Wci Homes, Inc. 7 51K
94: EX-3.92 By-Laws of Wci Realty, Inc. 11 55K
95: EX-4.1 Indenture 152 669K
96: EX-4.3 Registration Rights Agreement 32 132K
97: EX-5.1 Opinion of Simpson Thacher & Bartlett 6 39K
98: EX-9.1 Investors' Agreement, Dated as of November 30, 98 27 108K
99: EX-9.2 First Amendment to Investors' Agreement 8 49K
100: EX-10.1 Primary Tax Allocation Agreement 12 60K
101: EX-10.2 3rd Con A/R Senior Secured Facilities Credit Agrmt 137 497K
102: EX-10.3 Employment Agreement: Don E. Ackerman 10 54K
103: EX-10.4 Employment Agreement: Alfred Hoffman, Jr. 11 61K
104: EX-12.1 Statement Re Computation of Ratios 1 29K
105: EX-21.1 Subsidiaries 2 30K
106: EX-23.2 Consent of Pricewaterhousecoopers LLP 1 27K
107: EX-23.3 Consent of Kpmg LLP 1 27K
108: EX-25.1 Form T-1 13 60K
109: EX-99.1 Form of Letter of Transmittal 14 95K
110: EX-99.2 Notice of Guaranteed Delivery 3 36K
EX-3.78 — By-Laws of Pelican Bay Properties, Inc.
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Exhibit 3.78
BY-LAWS
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. ANNUAL MEETING
The annual meeting of Stockholders shall be held at the principal office of the
Corporation, in the City of NAPLES, County of COLLIER, State of FLORIDA, or at
such other places as the Board of Directors may from time to time determine,
either within or without the State of Florida, on the first Thursday in March of
each year, at eleven o'clock in the forenoon of that day. (If the day so
designated shall fall upon a legal holiday, then the meeting shall be held upon
the first business day thereafter.) The Secretary shall serve personally, or by
first-class mail, a written notice thereof, not less than ten (10) nor more than
sixty (60) days previous to such meeting, addressed to each stockholder at his
address as it appears on the stock book; but at any meeting at which all
Stockholders shall be present, or of which all Stockholders not present have
waived notice in writing, the giving of notice as above required may be
dispensed with.
Section 2. SPECIAL MEETINGS
Special meetings of Stockholders other than those regulated by Statute, may be
called at any time by a majority of the Directors. Notice of such meeting
stating the purpose for which it is called shall be served personally or by
first-class mail by the Secretary
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not less than ten (10) nor more than sixty (60) days before the date set for
such meeting. If mailed, it shall be directed to a Stockholder at his address as
it appears on the stock book; but at any meeting of which all Stockholders shall
be present, or of which Stockholders not present have waived notice in writing,
the giving of notice as above described may be dispensed with. The Board of
Directors shall also, in like manner, call a special meeting of Stockholders
whenever so requested in writing by Stockholders representing not less than
one-tenth of the capital stock of the company. The President may in his
discretion call a special meeting of Stockholders upon not less than (10) nor
more than sixty (60) days notice. No business other than that specified in the
call for the meeting, shall be transacted at any special meeting of the
Stockholders, except upon the unanimous consent of all the Stockholders entitled
to notice thereof. Special meetings may be held within or without the State of
Florida.
Section 3. - VOTING
At all meetings of the Stockholders, each Stockholder of the Corporation shall
be entitled at each proposal presented at the meeting, to one vote for each
share of voting stock recorded in the name of such Stockholder on the books of
the Company. Vote may be cast in person or by written authorized proxy.
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Section 4. - PROXY
Each proxy must be executed in writing by the Stockholder of the Corporation, or
his duly authorized attorney. No proxy shall be valid after the expiration of
eleven (11) months from the date of its execution unless it shall have specified
therein its duration.
Section 5. - QUORUM
A majority of the Stockholders entitled to vote shall constitute a quorum at any
Stockholders' meeting, but any number of Stockholders, even if less than a
quorum, may adjourn the meeting from time to time and place to place.
Section 6. - RECORD DATE
The Board of Directors may fix a date not more than ten (10) days prior to the
date set for a meeting of Stockholders as the record date as of which the
Stockholders of record who have the right to and are entitled to notice of and
to vote at the meeting and any adjournment thereof shall be determined.
ARTICLE II
DIRECTORS
Section 1. - NUMBER
The affairs and business of this Corporation shall be managed and its corporate
powers exercised by a Board of Directors composed of three (3) members who need
not be Stockholders of record. All of the Directors shall be of full age.
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Section 2. - HOW ELECTED
At the annual meeting of Stockholders, the three (3) persons receiving a
plurality of the votes cast shall be Directors and shall constitute the Board of
Directors until the next annual meeting of the Stockholders and election and
qualification of their successors.
Section 3. - TERM OF OFFICE
The term of office of each of the Directors shall be one (1) year, and
thereafter until his successor has been elected and qualified.
Section 4. - DUTIES
The Board of Directors shall have the control and general management of the
affairs and business of the Corporation. Such Directors shall in all cases act
as a Board, regularly convened, by majority vote, and they may adopt such rules
and regulations for the conduct of their meetings and the management of the
company as they may deem proper, not inconsistent with these By-Laws and the
laws of the State of Florida.
Section 5. - DIRECTORS' MEETINGS
Regular meetings of the Board of Directors shall be held immediately following
the annual meeting of the Stockholders, and at such other times as the Board of
Directors may determine. Special meetings of the Board of Directors may be
called by the President at any time, and shall be called by the President or the
Secretary upon the written request of two (2) Directors. Directors' meetings may
be held within or without the State of Florida.
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Section 6. - NOTICE OF MEETINGS
Notice of meetings, other than the regular annual meeting, shall be given by
service upon each Director in person, or by mailing to him at his last known
post office address, at least five (5) days before the date therein designated
for such meeting including the day of mailing, of a written or printed notice
thereof specifying the time and place of such meeting, and the business to be
brought before the meeting, and no business other than that specified in such
notice shall be transacted at any special meeting. At any meeting at which every
member of the Board of Directors shall be present, although held without notice,
any business may be transacted if the meeting had been duly called.
Section 7. - VOTING
At all meetings of the Board of Directors, each Director is to have one vote,
irrespective of the number of shares of stock that he may hold. The act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 8. - VACANCIES
Vacancies in the Board occurring between annual meetings shall be filled for the
unexpired portion of the term by a majority vote of the remaining Directors.
Section 9. - REMOVAL OF DIRECTORS
Any one or more of the Directors may be removed either with or without cause, at
any time by a vote of the Stockholders holding a majority of the stock, at any
special meeting called for the purpose.
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Section 10. - WAIVER OF NOTICE
Whenever by statute, the provisions of the Articles of Incorporation or these
By-Laws, the Stockholders or the Board of Directors are authorized to take any
action after notice, such notice may be waived, in writing, before or after the
holding of the meeting, by the person or persons entitled to such notice, or, in
the case of the Stockholder, by his attorney thereunto authorized.
Section 11. - QUORUM
At any meeting of the Board of Directors, a majority of the Board shall
constitute a quorum for the transaction of business, but in the event of a
quorum not being present, a less number may adjourn the meeting to some future
time, no more than sixty (60) days later. The number of Directors who shall be
present at any meeting of the Board of Directors in order to constitute a quorum
for the transaction of any business of any specified item of business shall be a
majority of the Directors.
If a quorum shall not be present at any meeting of the Board of Directors, those
present may adjourn the meeting from time to time, until a quorum shall be
present.
Section 12. - COMPENSATION OF DIRECTORS
Directors shall receive such salary or compensation as may be determined by the
Board of Directors.
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ARTICLE III
OFFICERS
Section 1. - OFFICERS
This Corporation shall have a President, a Vice President, a Secretary and a
Treasurer, and such other Officers as shall be elected, from time to time, by
the Board. Any person may hold two or more offices except that the President may
not also be Secretary or Assistant Secretary.
Section 2. - ELECTION
All Officers of the Corporation shall be elected annually by the Board of
Directors at its meeting held immediately after the meeting of Stockholders, and
shall hold office for the term of one (1) year, or until their successors are
duly elected. Officers need not be members of the Board. The Board may appoint
such other Officers, agents and employees as it shall deem necessary who shall
have such authority and shall perform such duties as from time to time shall be
prescribed by the Board.
Section 3. - DUTIES OF OFFICERS
The duties and powers of the Officers of the Company shall be as follows:
PRESIDENT - The President shall be the chief executive officer of the
corporation, shall have general and active management of the business and
affairs of the corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Stockholders and Board of Directors
unless a Chairman is elected as one of the officers of the corporation, in which
case the Chairman of the Board shall preside.
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VICE PRESIDENT - During the absence and inability of the President to render and
perform his duties or exercise his powers, as set forth in these By-Laws or in
the acts under which this Corporation is organized, the same shall be performed
and exercised by the Vice President; and when so acting, he shall have all the
powers and be subject to all responsibilities hereby given to or imposed upon
such President.
He shall perform such other duties as may be prescribed by the Board of
Directors or the President.
SECRETARY - The Secretary shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the Stockholders and Board of Directors, send out all notices of
meetings, and perform such other duties as may be prescribed by the Board of
Directors or President.
TREASURER - The Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render account thereof at the annual meetings of Stockholders
and whenever else required by the Board of Directors or President, and shall
perform such other duties as may be prescribed by the Board of Directors or
President.
Section 4. - BOND
The Treasurer shall, if required by the Board of Directors, give to the
Corporation such security for the faithful discharge of his duties as the Board
may direct.
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Section 5. - VACANCIES, HOW FILLED
All vacancies in any office shall be filled by the Board of Directors without
undue delay at its regular meeting or at a meeting specially called for that
purpose. In the case of the absence of any Officer of the Corporation or for any
reason that the Board of Directors may deem sufficient, the Board may, except as
specifically otherwise provided in these By-Laws, delegate the powers or duties
of such Officers to any other Officer or Director for the time being, provided a
majority of the entire Board concur therein.
Section 6. - COMPENSATION OF OFFICERS
The Officers shall receive such salary or compensation as may be determined by
the Board of Directors.
Section 7. - REMOVAL OF OFFICERS
The Board of Directors may remove any Officer by a majority vote, at any time
with or without cause.
ARTICLE IV
CERTIFICATES OF STOCK
Section 1. - DESCRIPTION OF STOCK CERTIFICATES
The Certificates of Stock shall be numbered in the order in which they are
issued. They should be in a book and shall be issued in consecutive order and a
record of the name of the person owning the shares, with the date of issuance
and number thereof, shall be kept by the Secretary. Such Certificates shall
exhibit the holder's name and the number of shares. They shall be signed by the
President or Vice President, and countersigned by the Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer and sealed with the seal of the
Corporation.
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Section 2. - TRANSFER OF STOCK
The stock of the Corporation shall be assignable and transferable on the books
of the Corporation only by the person in whose name it appears on said books,
his legal representatives or by his duly authorized agent. In case of transfer
by attorney, the power of attorney, duly executed and acknowledged, shall be
deposited with the Secretary. In all cases of transfer, the former certificate
must be surrendered and cancelled before a new certificate can be issued.
Section 3. - LOST CERTIFICATES
If a Stockholder shall claim to have lost or destroyed a certificate or
certificates of stock issued by the Corporation, the Board of Directors may
direct, at its discretion, a new certificate or certificates issued, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed, and upon the deposit of a bond or other indemnity
in such amount and with such sureties, if any, as the Board may require.
ARTICLE V
SEAL
The corporate seal shall have the name of the corporation and the word "seal"
inscribed thereon, and may be facsimile, engraved, printed or an impression
seal.
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ARTICLE VI
DIVIDENDS
Section 1. - WHEN DECLARED
The Board of Directors shall by vote declare dividends in accordance with the
Florida General Corporation Act, whenever, in their opinion, the condition of
the Corporation affairs will render it expedient for such dividends to be
declared. When the Board of Directors shall so determine, the dividends may be
paid in stock.
ARTICLE VII
AMENDMENTS
Section 1. - HOW AMENDED
These By-Laws may be altered, amended, repealed or added to by the vote of the
Board of Directors of this Corporation at any regular meeting of said Board, or
at a special meeting of Directors called for that purpose provided a quorum of
the Directors are present at such regular or special meeting. These By-Laws, and
any amendments thereto, and new By-Laws added by the Directors, may be amended,
altered or replaced by the Stockholders at any annual or special meeting of the
Stockholders.
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