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-3.20 — A.O.I.: Florida Design Communities, Inc. as Amend
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EXHIBIT 3.20
ARTICLES OF INCORPORATION
OF
LIFECARE REALTY SERVICES, INC.
The undersigned subscriber hereby forms a corporation pursuant to Chapter
607 of the Statutes of the State of Florida.
ARTICLE I. NAME The name of the corporation shall be:
LIFECARE REALTY SERVICES, INC.
ARTICLE II. ADDRESS The street address and mailing address of the initial
principal office of the corporation is as follows: 7315 Pelican Bay Boulevard,
Naples, Florida 33963.
ARTICLE III. CAPITAL STOCK
(a) The maximum number of shares of stock that the corporation is
authorized to have outstanding at any time shall be 5,000 shares of common
stock, all of one class, at $1.00 per share par value;
(b) The consideration to be paid for each share shall be payable in lawful
money or property, labor or services.
ARTICLE IV. PRE-EMPTIVE RIGHTS Each shareholder of this corporation shall
have the first right to purchase shares (and securities convertible into shares)
of any class, kind or series of stock in this corporation that may from time to
time be issued (whether or not presently authorized), including shares from the
treasury of this corporation, in the ratio that the number of shares he holds
at the time of issue bears to the total number of shares outstanding, exclusive
of treasury shares. This right shall be deemed waived by any shareholder who
does not exercise it and pay for the shares pre-empted within thirty (30) days
of receipt of a notice in writing from the corporation, stating the prices,
terms and conditions of the issue of shares, and inviting him to exercise his
pre-emptive rights. This right may also be waived by affirmative written waiver
submitted by the shareholder to the corporation within thirty (30) days of
receipt of notice from the corporation.
ARTICLE V. INITIAL REGISTERED OFFICE AND AGENT The name and address of the
initial registered agent and office of this corporation is as follows:
J. Wayne Falbey
801 Laurel Oak Drive, Suite 500
Naples, Florida 33963
1
ARTICLE VI. INCORPORATOR The name and address of the incorporator
signing these Articles of Incorporation is:
J. Wayne Falbey
801 Laurel Oak Drive, Suite 500
Naples, Florida 33963
ARTICLE VII. DIRECTORS All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation managed
under the direction of its Board of Directors, subject to any limitation set
forth in these Articles of Incorporation. This corporation shall have three
Directors until the first annual meeting of shareholders, or until their
successors shall have been elected and qualified. The names and street
addresses of the initial members of the Board of Directors are:
Steven H. Foures 801 Laurel Oak Drive, Suite 500
Naples, Florida 33963
Robert E. Faust 801 Laurel Oak Drive, Suite 500
Naples, Florida 33963
Alice J. Carlson 801 Laurel Oak Drive, Suite 500
Naples, Florida 33963
ARTICLE VIII. DURATION The period of its duration is perpetual.
ARTICLE IX. PURPOSE The general nature and purposes of business to be
transacted, promoted and carried on by the corporation are as follows:
(a) to engage in every aspect of the brokering of services in real
property transactions in Florida, and all fields of specialization therein, as
are engaged in by real estate brokers and salespersons licensed pursuant to
Chapter 475, Florida Statutes;
(b) to engage and render the professional services involved only through
its officers, agents and employees who shall be in good standing with the
Florida Real Estate Commission and duly licensed or otherwise legally
authorized within the State of Florida to render the same professional service
as this corporation;
(c) to do everything necessary and proper in accomplishing the purposes
herein set forth and to do anything incidental thereto which is not forbidden
under the laws of the State of Florida.
ARTICLE X. INFORMAL SHAREHOLDER ACTION Any action of the shareholders
may be taken without a meeting if consent in writing
2
setting forth the action so taken shall be signed by all the shareholders
entitled to vote upon such action at a meeting and filed with the Secretary of
the corporation as part of the corporate records.
ARTICLE XI. INFORMAL DIRECTOR ACTION If all of the directors severally or
collectively consent in writing to any action taken or to be taken by the
corporation, and the writings evidencing their consent are filed with the
Secretary of the corporation, the action shall be as valid as though it had been
authorized at a meeting of the Board of Directors.
ARTICLE XII. LICENSE STATUS OF OFFICERS AND DIRECTORS REQUIRED All
officers and directors of this corporation required to register and maintain
registration with the Florida Real Estate Commission shall be so registered. All
officers and directors who perform or personally direct, sales or sales forces,
advertising, soliciting or who come in contact with the owners of property
listed or to be listed or with the investing public, in connection with real
estate brokerage transactions, shall be in good standing and duly licensed, and
shall renew, as active real estate brokers with the Florida Real Estate
Commission, Department of Professional Regulation. Officers who perform no
duties or only clerical duties, are not required to be licensed or renew as
active Members of the Board of Directors who have no other connection with the
corporation than the attendance at periodic meetings of the Board of Directors
and the performance of the usual and customary duties of a director are not
required to be licensed as active real estate brokers by the Florida Real Estate
Commission. This corporation shall cause to register, and biennially renew the
license of at least one (1) officer as an active real estate broker, so
registered with the Florida Real Estate Commission.
ARTICLE XIII. SEVERANCE AND TERMINATION OF EMPLOYMENT If any officer,
director, stockholder, agent or employee of this corporation becomes legally
disqualified to render the services for which the corporation is organized, or
accepts employment that places restrictions or limitations on his continued
rendering of such services, he or she shall forthwith sever all employment with
the corporation, and shall not thereafter participate or share, directly or
indirectly, in any earnings or profits realized by the corporation on account of
the rendering of such services. The corporation shall forthwith, upon such
disqualification of any shareholder, purchase such shareholder's shares and pay
him or her all amounts owing and lawfully due him or her by the corporation,
except that such shares shall not be entitled to dividends.
ARTICLE XIV. INDEMNIFICATION The corporation shall indemnify any officer
or director, or any former officer or director, to the full extent permitted by
law.
3
ARTICLE XV. AMENDMENT OF ARTICLES This corporation reserves the right to
amend or repeal any provisions contained in these Articles of Incorporation, or
any amendment thereto, and any right conferred upon the shareholders is subject
to this reservation.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 17th day of May, 1995.
/s/ J. WAYNE FALBEY
--------------------------------
J. Wayne Falbey
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing Articles of Incorporation were acknowledged before me this
17th day of May, 1995, by J. Wayne Falbey.
/s/ CARIN A. MELBY
[SEAL] --------------------------------
Notary Public
Carin A. Melby
Commission No. CC245135
My Commission Expires: 12/8/96
CONSENT AND ACCEPTANCE OF REGISTERED AGENT
J. Wayne Falbey of 801 Laurel Oak Drive, Suite 500, Naples, Florida 33963,
hereby consents to designation as Registered Agent in the foregoing Articles of
Incorporation.
/s/ J. WAYNE FALBEY
--------------------------------
J. Wayne Falbey
4
ACTION BY WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING OF THE
SOLE SHAREHOLDER OF
WCI LIFESTYLES REALTY, INC.
The undersigned, being the sole shareholder of WCI Lifestyles Realty,
Inc., does hereby consent and agree to the following corporate action:
RESOLVED, that the name of the corporation is hereby changed from WCI
LIFESTYLES REALTY, INC. to FLORIDA DESIGN COMMUNITIES, INC.
FURTHER RESOLVED, that this name change shall be effective July 14, 1999.
FURTHER RESOLVED, that the President or Vice President of the corporation
is hereby authorized to execute and file Articles of Amendment all other
documents necessary to effectuate such change of name.
DATED: July 14, 1999.
BAY COLONY-GATEWAY, INC.
By: /s/ VIVIEN N. HASTINGS
-------------------------------
Vivien N. Hastings
Senior Vice President
ARTICLES OF AMENDMENT FILED
TO 99 JUL 16 AM 11:55
ARTICLES OF INCORPORATION
OF SECRETARY OF STATE
WCI LIFESTYLES REALTY, INC. TALLAHASSEE, FLORIDA
Pursuant to the provisions of Section 607.1006, Florida Statutes, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is hereby changed from
WCI LIFESTYLES REALTY, INC. to FLORIDA DESIGN COMMUNITIES, INC.
SECOND: This Amendment was adopted and shall become effective on July
14, 1999.
THIRD: This amendment was approved by Bay Colony-Gateway, Inc., the sole
shareholder of the undersigned corporation.
Signed this 14th day of July, 1999.
WCI LIFESTYLE REALTY, INC.
By: /s/ WANDA Z. CROSS
------------------------------------
Wanda Z. Cross
President
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
LIFECARE REALTY SERVICES, INC.
Pursuant to the provisions of Section 607.1006, Florida Statutes, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is hereby changed from
LIFECARE REALTY SERVICES, INC. to WCI LIFESTYLES REALTY, INC.
SECOND: This Amendment was adopted and shall become effective on April
25, 1996.
THIRD: This amendment was approved by Bay Colony-Gateway, Inc., the sole
shareholder of the undersigned corporation.
Signed this 25th day of April, 1996.
LIFECARE REALTY SERVICES, INC.
By: /s/ J.B. STORY
------------------------------------
J.B. Story
President
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: | | 4/6/01 | | | | | | | None on these Dates |
| | 7/14/99 | | 5 | | 6 |
| | 4/25/96 | | 7 |
| List all Filings |
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