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-3.1 — Certificate of Inc.: Wci Communities as Amended
| EX-3.1 | 1st Page of 19 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 3.1
CERTIFICATE OF MERGER
OF
WALDEN LAKE, INC., VOH ACQUISITION, INC.
AND
BSM MARINA, INC.
INTO
SUN CITY CENTER CORP.
The undersigned corporations do hereby certify:
FIRST: The name and state of incorporation of each of the constituent
corporations is as follows:
[Download Table]
Name State of Incorporation
---- ----------------------
Sun City Center Corp. Delaware
Walden Lake, Inc. Delaware
VOH Acquisition, Inc. Florida
BSM Marina, Inc. Florida
SECOND: An Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with Subsection (C) of Section 252 of the General Corporation Law of Delaware.
THIRD: The name of the surviving corporation shall be Sun City Center
Corp.
FOURTH: The Certificate of Incorporation of Sun City Center Corp. shall
be the Certificate of Incorporation of the surviving corporation, except that
the Certificate of Incorporation of Sun City Center Corp. shall be amended as
follows:
ARTICLE 4 of the Certificate of Incorporation shall be amended by
deleting the existing ARTICLE 4 thereof in its entirety and inserting the
following therefor:
"ARTICLE 4. The total number of shares of stock which the
Corporation shall have authority to issue is two hundred thousand
(200,000) and the par value of each of such shares is one cent ($0.01)."
FIFTH: The executed Agreement of Merger is on file at 2020 Club House
Drive, Sun City Center, Florida 33571-5698, the principal place of business of
the surviving corporation.
SIXTH: A copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The authorized capital stock of each constituent corporation,
which is not a Delaware corporation, is as follows:
[Download Table]
Corporation Authorized Capital Stock
----------- ------------------------
VOH Acquisition, Inc. 10,000 shares of $0.10
par value common stock
BSM Marina, Inc. 100,000 shares of no par
value common stock
EIGHTH: This Certificate of Merger shall be effective on August 31,
1994.
-2-
SUN CITY CENTER CORP.
Dated: August 18, 1994 By: /s/ ALFRED HOFFMAN, JR.
----------------------------------
Alfred Hoffman, Jr., President
ATTEST:
By: /s/ THOMAS J. HOOD
-------------------------------
Thomas J. Hood, Secretary
WALDEN LAKE, INC.
Dated: August 18, 1994 By: /s/ ALFRED HOFFMAN, JR.
----------------------------------
Alfred Hoffman, Jr., President
ATTEST:
By: /s/ THOMAS J. HOOD
-------------------------------
Thomas J. Hood, Secretary
VOH ACQUISITION, INC.
Dated: August 18, 1994 By: /s/ ALFRED HOFFMAN, JR.
----------------------------------
Alfred Hoffman, Jr., President
ATTEST:
By: /s/ THOMAS J. HOOD
-------------------------------
Thomas J. Hood, Secretary
BSM MARINA, INC.
Dated: August 18, 1994 By: /s/ ALFRED HOFFMAN, JR.
----------------------------------
Alfred Hoffman, Jr., President
ATTEST:
By: /s/ THOMAS J. HOOD
-------------------------------
Thomas J. Hood, Secretary
-3-
STATE OF FLORIDA )
) SS.
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 18th day of
August, 1994, by Alfred Hoffman, Jr., as President of Sun City Center Corp. and
attested to by Thomas J. Hood, as Secretary of Sun City Center Corp. They are
personally known to me and they acknowledged that they executed the foregoing
instrument in the name of and for said corporation.
/s/ PATRICIA A. KELSEY
----------------------------------
NOTARY PUBLIC
Print Name: Patricia A. Kelsey
Commission No.:
Commission Expires:
[SEAL]
STATE OF FLORIDA )
) SS.
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 18th day of
August, 1994, by Alfred Hoffman, Jr., as President of Walden Lake, Inc. and
attested to by Thomas J. Hood, as Secretary of Walden Lake, Inc. They are
personally known to me and they acknowledged that they executed the foregoing
instrument in the name of and for said corporation.
/s/ PATRICIA A. KELSEY
----------------------------------
NOTARY PUBLIC
Print Name: Patricia A. Kelsey
Commission No.:
Commission Expires:
[SEAL]
STATE OF FLORIDA )
) ss.
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 18th day of
August, 1994, by Alfred Hoffman, Jr., as President of VOH Acquisition, Inc. and
attested to by Thomas J. Hood, as Secretary of VOH Acquisition, Inc. They are
personally known to me and they acknowledged that they executed the foregoing
instrument in the name of and for said corporation.
/s/ PATRICIA A. KELSEY
-------------------------------------
NOTARY PUBLIC
Print Name: Patricia A. Kelsey
------------------------
Commission No.:
Commission Expires:
[SEAL]
STATE OF FLORIDA )
) ss.
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 18th day of
August, 1994, by Alfred Hoffman, Jr., as President of BSM Marina, Inc. and
attested to by Thomas J. Hood, as Secretary of BSM Marina, Inc. They are
personally known to me and they acknowledged that they executed the foregoing
instrument in the name of and for said corporation.
/s/ PATRICIA A. KELSEY
-------------------------------------
NOTARY PUBLIC
Print Name: Patricia A. Kelsey
------------------------
Commission No.:
Commission Expires:
[SEAL]
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
of
SUN CITY CENTER CORP.
SUN CITY CENTER CORP., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors, by unanimous written consent given
in accordance with the provisions of Section 141(f) of the General Corporation
Law of the State of Delaware, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Corporation that Article FIRST of the Certificate of
Incorporation be amended to read as follows:
FIRST: The name of this corporation shall be:
FLORIDA DESIGN COMMUNITIES, INC.
SECOND: That the said amendment has been consented to and authorized by
the holders of all of the issued and outstanding stock entitled to vote by
unanimous written consent given 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 Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by its Vice President and attested to by its Assistant Secretary, this
31st day of August, 1994.
SUN CITY CENTER CORP.
/s/ THOMAS J. HOOD
------------------------------------
Thomas J. Hood,
Sr. Vice President
ATTEST:
/s/ ERIC HECKMAN
-----------------------------------
Eric Heckman,
Assistant Secretary
STATE OF FLORIDA )
) SS.
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 31st day Of
August, 1994, by Thomas J. Hood, as Sr. Vice President of Sun City Center Corp.
and attested to by Eric Heckman, as Assistant Secretary of Sun City Center Corp.
They are personally known to me and they acknowledged that they executed the
foregoing instrument in the name of and for said corporation.
/s/ MARY ANN TAYLOR
------------------------------------
NOTARY PUBLIC
Print Name: MARY ANN TAYLOR
Commission No. [SEAL]
Commission Expires
CERTIFICATE OF MERGER
Merging
WCI COMMUNITIES LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP
and
INVESTORS OF WCI, INC,
A DELAWARE CORPORATION
into
FLORIDA DESIGN COMMUNITIES, INC.,
A DELAWARE CORPORATION
(Pursuant to Section 263 of the General
Corporation Law of Delaware and
Section 17-211 of the Revised Uniform
Limited Partnership Act of Delaware)
Florida Design Communities, Inc., a Delaware corporation ("FDC"), does
hereby certify:
1. The names of the constituent entities and the states under the laws
of which they are respectively organized are as follows:
[Download Table]
Name of Entity State
-------------- -----
Florida Design Communities, Inc. Delaware
Investors of WCI, Inc. Delaware
WCI Communities Limited Partnership Delaware
2. An Agreement and Plan of Merger, dated as of June 25 , 1999, by and
between FDC, Investors of WCI, Inc. and WCI, Communities Limited Partnership has
been approved, adopted, certified, executed and acknowledged by each of the
constituent entities in accordance with Section 263 of the Delaware General
Corporation Law, Section 17-211 of the Revised Uniform Limited Partnership Act
of Delaware, and the Agreement of Limited Partnership of WCI Communities
Limited Partnership Agreement.
3. The surviving corporation in the merger shall be FDC, which after the
merger shall be known as WCI Communities, Inc.
4. The Certificate of Incorporation of FDC as the surviving corporation
shall be amended to amend Article FIRST to read as follows:
FIRST: The name of the corporation shall be WCI Communities, Inc.
1
5. The executed Agreement and Plan of Merger is on file at the principal
place of business of the surviving corporation located at 24301 Walden Center
Drive, Suite 300, Bonito Springs, FL 34134.
6. A copy of the Agreement and Plan of Merger will be furnished by the
surviving corporation, on request and without cost, to any partner of WCI
Communities Limited Partnership or any stockholder of FDC or Investors of WCI,
Inc.
7. The effective date of the Merger shall be June 29th 1999.
IN WITNESS WHEREOF, this Certificate is executed on this 25th day of
June, 1999.
Florida Design Communities, Inc.
By: /s/ JERRY L. STARKEY
---------------------------------
Its: President
Jerry L. Starkey
Attest:
By: /s/ VIVIEN N. HASTINGS
---------------------------------
Its: Secretary
Vivien N. Hastings
2
(Submit 1 executed copy. Signature(s) should be in black, but may be original,
facsimile, conformed, or electronically transmitted. NOTE: A document which has
been telecopied twice is NOT of acceptable quality for filing. For possible
alternatives to execution by an "authorized officer", see GCL 103.)
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
WCI COMMUNITIES, Inc.
2. The registered office of the corporation within the State of Delaware
is hereby changed to 1013 Center Road, City of Wilimington 19805, County of New
Castle.
3. The registered anent of the corporation within the 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 May 18, 2000
/s/ VIVIEN N. HASTINGS
-----------------------------------
Vivien N. Hastings [Name, title of authorized officer]
Senior Vice President
CERTIFICATE OF INCORPORATION
OF
HARPS OF DELAWARE, INC.
* * * * *
ARTICLE ONE. The name of the Corporation is
HARPS of Delaware, Inc.
ARTICLE TWO. The address of its registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
ARTICLE THREE. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
ARTICLE FOUR. The total number of shares of stock which the Corporation
shall have authority to issue is Six Thousand (6,000) and the per value of each
of such shares is One Cent ($.01).
ARTICLE FIVE. The name and mailing address of the incorporator is as
follows:
[Download Table]
NAME MAILING ADDRESS
---- ---------------
Patricia Wisniewski 401 North Michigan Avenue
Suite 3400
Chicago, Illinois 60611
ARTICLE SIX. The name and mailing address of each person who is to serve
as a director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
[Download Table]
NAME MAILING ADDRESS
---- ---------------
Alfred Hoffman, Jr. c/o Walden Lake, Inc.
1602 West Tamberlane Drive
Plant City, Florida 33566
Don E. Ackerman c/o J. H. Whitney Company
Suite 3200
630 Fifth Avenue
New York, New York 10111
Charles Rutenberg c/o Rutenberg Corporation
P.O. Box 16159
Clearwater, Florida 34279
E. Leslie Peter 710 Oakfield Drive
Suite 220
Brandon, Florida 33511
ARTICLE SEVEN The Corporation is to have perpetual existence.
ARTICLE EIGHT. 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 Corporation.
ARTICLE NINE. Elections of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.
ARTICLE TEN. 1. Limitation on Liability. A director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for a breech 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 Delaware General Corporation Law, as the same exists or hereafter
may be amended, or (iv)
-2-
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 Corporation, 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 1 by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
2. Indemnification and Insurance. (a) Each person 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
(hereinafter 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 Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such 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, shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by the General Corporation Law of
-3-
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 Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that except as provided in subsection 2(b) of this Article
Ten with respect to proceedings seeking to enforce rights to indemnification,
the Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this subsection 2
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that if the General Corporation Law of
the State of Delaware requires, an advance payment of expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan)
-4-
shall be made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
be finally adjudicated that such director or officer is not to be indemnified
under this subsection 2 or otherwise.
(b) If a claim under subsection 2(a) is not paid in full by the
Corporation within thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because the claimant has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual
-5-
determination by the Corporation (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
(c) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
subsection 2 shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
(d) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware.
(e) The Corporation 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 in defending any proceeding to any employee or agent of the
Corporation to the fullest extent of the provisions of this subsection 2 with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.
-6-
CERTIFICATE OF MERGER
OF
SUNMARK COMMUNITIES CORP.,
SUN CITY CENTER CONSTRUCTION CO.,
GOLF MAINTENANCE, INC.,
THE AMERICAN RETIREMENT INSTITUTE, INC. AND
SUN CITY CENTER CORP.
INTO
HARPS OF DELAWARE, INC.
The undersigned corporations do hereby certify:
1. The name and state of incorporation of each of the constituent
corporations is as follows:
[Download Table]
Name State of Incorporation
---- ----------------------
Sunmark Communities Corp. Florida
Sun City Center Construction Co. Florida
Golf Maintenance, Inc. Florida
The American Retirement Institute, Inc. Florida
Sun City Center Corp. Florida
HARPS of Delaware, Inc. Delaware
All of the issued and outstanding stock of Sunmark Communities Corp. is owned
by HARPS of Delaware, Inc., and all of the issued and outstanding stock of Sun
City Center Construction Co., Golf Maintenance, Inc., The American Retirement
Institute, Inc., and Sun City Center Corp. is owned by Sunmark Communities Corp.
2. An Agreement of Corporate Merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with subsection (c) of Section 252 of the Delaware General Corporation Law.
3. The surviving corporation shall be HARPS of Delaware, Inc.
4. The Certificate of Incorporation of HARPS of Delaware, Inc. shall be
the certificate of incorporation of the surviving corporation, except that the
Certificate of Incorporation of HARPS of Delaware, Inc. shall be amended as
follows: Article One shall be deleted in its entirety and the following shall be
substituted therefor:
ARTICLE ONE. The name of the Corporation is Sun City Center Corp.
5. The executed Agreement of Corporate Merger is on file at 1602 West
Timberlane Drive, Plant City, Florida 33566, the principal place of business of
the surviving corporation.
6. A copy of the Agreement of Corporate Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
7. The authorized capital stock of each constituent corporation which is
not a Delaware corporation is as follows:
[Download Table]
Corporation Authorized Capital Stock
----------- ------------------------
Sunmark Communities Corp. 10,000 shares of $.10 par value Class
A common stock
1,000 shares of $1.00 par value Class
B common stock
Sun City Center Construction Co. 10,000 shares of $.10 par value
common stock
Golf Maintenance, Inc. 100 shares of $10.00 par value common
stock
The American Retirement Institute, Inc. 75,000 shares of $.10 par value
common stock
Sun City Center Corp. 7,500 shares of $1.00 par value
common stock
-2-
8. This Certificate of Merger shall be effective upon filing with the
Secretary of State of Delaware in accordance with subsection 203(c) of the
Delaware General Corporation Law.
Dated: December 11, 1987
SUNMARK COMMUNITIES CORP.
ATTEST:
By: /s/ ALFRED HOFFMAN, JR.
/s/ KIM FROSELL ------------------------------------
----------------------------------- Alfred Hoffman, Jr., President
Kim Frosell, Secretary
SUN CITY CENTER CONSTRUCTION CO.
ATTEST:
By: /s/ ALFRED HOFFMAN, JR.
/s/ KIM FROSELL ------------------------------------
----------------------------------- Alfred Hoffman, Jr., President
Kim Frosell, Secretary
GOLF MAINTENANCE INC.
ATTEST:
By: /s/ ALFRED HOFFMAN, JR.
/s/ KIM FROSELL ------------------------------------
----------------------------------- Alfred Hoffman, Jr., President
Kim Frosell, Secretary
THE AMERICAN RETIREMENT INSTITUTE, INC.
ATTEST:
By: /s/ ALFRED HOFFMAN, JR.
/s/ KIM FROSELL ------------------------------------
----------------------------------- Alfred Hoffman, Jr., President
Kim Frosell, Secretary
SUN CITY CENTER CORP.
ATTEST:
By: /s/ ALFRED HOFFMAN, JR.
/s/ KIM FROSELL ------------------------------------
----------------------------------- Alfred Hoffman, Jr., President
Kim Frosell, Secretary
HARPS OF DELAWARE, INC.
ATTEST:
By: /s/ ALFRED HOFFMAN, JR.
/s/ KIM FROSELL ------------------------------------
----------------------------------- Alfred Hoffman, Jr., President
Kim Frosell, Secretary
-3-
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/6/01 | | | | | | | None on these Dates |
| | 5/18/00 | | 10 |
| | 8/31/94 | | 2 |
| | 8/18/94 | | 3 |
| List all Filings |
↑Top
Filing Submission 0000950123-01-003217 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., May 10, 11:31:54.1pm ET 