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-3.7 — C.O.I.: Sun City Center Golf Properties, Inc.
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EXHIBIT 3.7
STATE OF DELAWARE
SECRETARY OF STATE
DIVISIONS OF CORPORATIONS
FILED 09:00 AM 01/06/1997
971004729 - 2703149
CERTIFICATE OF INCORPORATION
OF
SUN CITY CENTER GOLF PROPERTIES, INC.
I.
The name of the Corporation is SUN CITY CENTER GOLF PROPERTIES, INC. (the
"Company").
II.
The address of the registered office of the Company in the State of
Delaware is:
1013 Centre Road
Wilmington, Delaware 19805
County of New Castle
The name of the Company's registered agent at said address is Corporation
Service Company.
III.
The purposes of the Company is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of the
State of Delaware.
IV.
A. AUTHORIZATION OF STOCK.
The total number of shares of all classes of stock which the Company shall
have authority to issue pursuant to this Certificate of Incorporation is
10,000, of a class designated as "Common Stock", $.01 par value.
B. POWERS AND QUALIFICATIONS OF COMMON STOCK.
The powers, preferences and rights, and the qualifications, restrictions
or limitations, of the Common Stock are as follows:
1. Voting Rights.
Except as otherwise required by law or expressly provided in this
Certificate of Incorporation, each share of Common Stock shall entitle the
holder thereof to vote on each matter submitted to a vote of the
stockholders of the Company and to have one vote for each full share of
Common Stock.
2. Dividends.
The holders of Common Stock shall be entitled to receive dividends out
of funds legally available therefor at such times and in such amounts as
the Board of Directors may determine in its sole discretion.
3. Liquidation.
Upon the dissolution, liquidation or winding up of the Company,
whether voluntary or involuntary, the assets of the Company available for
distribution to stockholders shall be distributed ratably to all holders of
Common Stock.
V.
BUSINESS COMBINATIONS
Pursuant to Section 203(b)(1) of the Delaware General Corporation Law, the
Company hereby elects not to be governed by Section 203 of the Delaware General
Corporation Law or any related restrictions with respect to business
combinations.
VI.
Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this 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 this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under 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 this corporation under Section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
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 this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as 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 this corporation, as the case
may be, and also on this corporation.
VII.
A. LIMITATION ON LIABILITY.
A director of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for a breach of fiduciary duty as a
director, except for liability
1. for any breach of the director's duty of loyalty to the Company or
its stockholders,
2. for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
3. under Section 174 of Delaware General Corporation Law, as the same
exists or hereafter may be amended, or
4. for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law hereafter is amended to authorize
the further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability provided herein, shall be eliminated or limited to the
fullest extent permitted by the amended Delaware General Corporation Law. Any
repeal or modification of this subsection VII.A by the stockholders of the
Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.
B. INDEMNIFICATION AND INSURANCE.
1. Right to Indemnification.
Each person (an "Indemnitee") 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, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or
officer of another corporation or a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
shall be indemnified and held harmless by the Company to the fullest extent
authorised 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 Company to
provide broader indemnification rights than said law permitted the Company
to
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provide prior to such amendment). The indemnification provided under this
Article VII shall apply whether the basis of the proceeding is alleged action
in an official capacity as a director or officer, or in any other capacity
while serving as a director or officer, and shall apply against all expense,
liability and loss (including attorneys' fees, judgment, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection therewith. Such indemnification shall
continue as to an Indemnitee who has ceased to be a director or officer and
shall inure to the benefit of his or her heirs, executors and administrators.
Any indemnification under this subsection (unless ordered by a court)
shall be made by the Company only as authorized in the specific case upon a
determination that indemnification of the director or officer 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. Such
determination shall be made (1) by a majority vote of the directors who were
not parties to such action, suit or proceeding, even though less than a quorum,
or (2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.
Notwithstanding the foregoing provisions of this subsection VII.B.1, the
Company shall not indemnify any person seeking indemnification in connection
with a Proceeding (or part thereof) if the Proceeding was initiated by such
person, unless such Proceeding (or part thereof):
a. was authorized by the Board of Directors of the Company, or
b. is a Proceeding whereby such person seeks to enforce his or her
rights to indemnification as Indemnitee and is successful in whole or in
part pursuant to subsection VII.B.3 of this Article VII.
2. Right to Advancement of Expenses.
The right to indemnification conferred in this subsection VII.B shall be a
contract right and shall include the right to be paid by the Company the
expenses incurred in defending any such Proceeding in advance of its final
disposition (an "Advancement of Expenses"); provided, however, that if the
General Corporation Law of the State of Delaware permits, an Advancement of
Expenses for expenses incurred by a director or officer in his or her capacity
as a director of officer (and not in any other capacity in which service was or
is rendered by such person while a director or officer, including, without
-4-
limitation, service to an employee benefit plan) shall be made upon delivery
to the Company of an undertaking by or on behalf of such director of officer to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not to be so indemnified under this subsection VII.B or
otherwise.
3. Right of Indemnitee to Bring Suit
If a claim under VII.B.1 or VII.B.2 is not paid in full by the Company
within thirty (30) days after a written claim has been received by the Company,
the Indemnitee may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Company to recover an Advancement of
Expenses pursuant to the terms of an undertaking, the Indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
any suit brought by the Indemnitee to enforce a right to indemnification
hereunder (other than a suit brought by the Indemnitee to enforce a right to an
Advancement of Expenses) it shall be a defense that the Indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Also, in any suit by the Company to recover an Advancement of
Expenses pursuant to the terms of an undertaking, the Company shall be entitled
to recover such expenses upon a final adjudication that the Indemnitee has not
met any applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Company (including its
board of directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such suit that
indemnification of the Indemnitee is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Company (including
its board of directors, independent legal counsel, or its stockholders) that
the Indemnitee has not met such applicable standard of conduct, shall create a
presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit. In any suit brought by the Indemnitee to enforce a right to
indemnification or to an Advancement of Expenses hereunder, or by the Company
to recover an Advancement of Expenses pursuant to the terms of an undertaking,
the burden of proving that the Indemnitee is not entitled to be indemnified, or
to such Advancement of Expenses, under this Section or otherwise shall be on the
Company.
-5-
4. Non-Exclusivity of Rights
The right to indemnification and the Advancement of Expenses under
this subsection VII.B shall not be exclusive of any other right which any
person may have or hereafter acquire under any provision of this
Certificate of Incorporation or any statute, by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.
5. Insurance
The Company may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of the State
of Delaware.
6. Indemnification of Employees and Agents
The Company may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the
Advancement of Expenses incurred defending any Proceeding, to any
employee or agent of the Company or to any person who is or was serving
at the request of the Company as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to
the fullest extent of the provisions of this subsection VII.B with
respect to the indemnification and Advancement of Expenses of directors
and officers of the Company.
7. Constituent Corporations
For purposes of this subsection VII.B, the term "Company" shall
include, in addition to the Company, any constituent corporation absorbed
in a consolidation or merger with the company, to the extent such
constituent Corporation would have had power and authority to indemnify
its directors, officers, employees and agents if its separate existence
had survived.
VIII.
The Company is to have perpetual existence.
IX.
In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, alter or repeal the
by-laws of the Company.
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X.
Elections of directors need not be by written ballot unless the by-laws of
the Company shall so provide.
XI
The Company reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are granted subject to this right.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 6th day of January, 1997.
/s/ JOY S. GOLDMAN
-------------------------------------
Joy S. Goldman, Sole Incorporator
401 N. Michigan Avenue, Suite 1900
Chicago, Illinois 60611
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