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-3.18 — A.O.I.: Coral Ridge Realty Sales, Inc.
EX-3.18 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.18
ARTICLES OF INCORPORATION
OF
CORAL RIDGE REALTY SALES, INC.
We, the undersigned subscribers, hereby associate ourselves together and
make, subscribe, acknowledge and file with the Secretary of State of the State
of Florida these ARTICLES OF INCORPORATION for the purpose of forming a
corporation for profit in accordance with the laws of the State of Florida.
ARTICLE I
NAME
----
The name of this corporation for profit is CORAL RIDGE REALTY SALES,
INC., (hereinafter referred to as "the CORPORATION").
ARTICLE II
CORPORATE EXISTENCE
-------------------
The CORPORATION shall have perpetual existence.
ARTICLE III
PRINCIPAL PLACE OF BUSINESS
---------------------------
The principal place of business or office of the CORPORATION in the State
of Florida shall be at 3300 University Drive, Coral Springs, Florida 33065. The
CORPORATION shall have power to move its principal office to any other address
in the State of Florida, and to establish branch offices and other places of
business at such other places, within or without the State of Florida, that may
be deemed expedient.
ARTICLE IV
GENERAL NATURE OF BUSINESS
The nature of the business of the CORPORATION and the objects and purposes
proposed to be transacted, promoted and carried on by it are as follows:
(a) To carry on and engage in business as real estate brokers, house
agents, land and estate agents, auctioneers, appraisers and commission agents to
negotiate the sale, exchange, purchase or rental of any real or personal
property or any interest therein, and to purchase or otherwise acquire or obtain
the use of and to hold, own, maintain, manage, develop, sell, lease, exchange,
hire, convey, mortgage or otherwise dispose of or turn to account lands and
leaseholds and any interest, estates and rights in real property and any
personal or mixed property, and any rights, licenses, and privileges appurtenant
to such property; to erect, construct, make, improve and operate or aid or
subscribe toward the erection, construction, making, improvement and operation
of any and all plants, factories, buildings, warehouses, agencies, depots,
offices, houses, equipment and facilities whatsoever in connection with its
property or which may appertain to or appear necessary, useful, convenient or
appropriate in connection with its any of its business or the business of any
corporation, association, co-partnership or individual in which the CORPORATION
shall be in any manner interested.
(b) To lend money and negotiate loans: to draw, accept, endorse,
discount, buy, sell and deliver bills of exchange, promissory notes, bonds,
debentures and other negotiable instruments and securities; generally to carry
on and undertake any business, undertaking, transaction or operation which may
seem capable of being conveniently carried on in connection with the above or
calculated directly or indirectly to enhance the value of or render profitable
any property or right of the CORPORATION.
(c) To borrow or raise money for any of the purposes of the CORPORATION,
in such amounts as the Board of Directors may from time to time determine, to
issue bonds, debentures, notes or other obligations of any nature, and in any
manner for monies so borrowed without limit as to
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the amount, and if and to the extent so determined, to secure the principal
thereof, and the interest thereon, by mortgage upon or pledge or conveyance or
assignment in trust of, the whole or any part of the CORPORATION, real or
personal, including contract rights either at the time owned or thereafter
acquired or in any other manner.
(d) To acquire all or any part of the good will, rights, property and
business of any person, firm, association or corporation heretofore or
hereafter engaged in any business similar to any business which the CORPORATION
has the power to conduct, to pay for the same in cash or stock or bonds of the
CORPORATION or otherwise, to hold, utilize, or in any manner dispose of the
whole or any part of the rights and properties so acquired, and to assume (in
connection therewith) any liabilities of any such person, firm, corporation or
association and conduct in any lawful manner the whole or any part of the
business thus acquired.
(e) To enter into, make and perform contracts of every sort and
description and to do all and everything necessary or proper to attain the
objects of the CORPORATION and to enhance its business and in general to carry
on any lawful business permitted under the laws of the State of Florida and the
United States of America either as principal, agent, or otherwise; either alone
or in conjunction with others and in any part of the world.
ARTICLE V
STOCK
The authorized Capital Stock of the CORPORATION shall consist of Five
Thousand (5,000) shares of Common Stock having a par value of One Dollar
($1.00) per share. All shares of said stock shall be payable in cash.
The minimum amount of capital with which the CORPORATION will commence
business is Five Hundred Dollars ($500.00).
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ARTICLE VI
PREEMPTIVE RIGHT
No shareholder of the CORPORATION shall by reason of his holding shares
have any preemptive or preferential right to purchase or subscribe to any
unissued shares of the CORPORATION, now or hereafter to be authorized, or any
notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or other securities, would adversely affect the dividend or
voting rights of such shareholder, other than such rights, if any, as the Board
of Directors, in its discretion from time to time may grant, and at such price
as the Board of Directors in its discretion may fix; and the Board of Directors
may issue shares of any class of the CORPORATION, or any notes, debentures,
bonds, or other securities convertible into or carrying options or warrants to
purchase shares of any class, without offering any such shares of any class,
either in whole or in part, to the existing shareholders of any class.
ARTICLE VII
BOARD OF DIRECTORS
The business of the CORPORATION shall be managed by the Board of Directors,
except as otherwise required by law. The Board of Directors may by resolution or
resolutions passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the Directors of the
CORPORATION, which to the extent provided in said resolution or resolutions or
in the By-Laws of the CORPORATION, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
CORPORATION, and may have power to authorize the seal of the CORPORATION to be
affixed to all papers which may require it. Such committee or committees shall
have such name or names as may be started in the By-Laws of the CORPORATION or
as may be determined from time to time by resolution adopted by the Board of
Directors.
The number of Directors of the CORPORATION, which shall never be less than
three, shall be fixed from time to time by the By-Laws and may be altered from
time to time by amendment of the By-Laws. In case of any increase in the number
of Directors, the additional Directors subject to the provisions of these
Articles shall be elected as may be provided in the By-Laws.
None of the Directors need be a shareholder of the CORPORATION or a
resident of the State of Florida.
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The Board of Directors may make By-Laws and from time to time may alter,
amend or repeal any By-Laws, but any By-Laws made by the Board of Directors may
be altered, amended or repealed by the shareholders at any annual meeting or at
any special meeting, provided, in the case of any special meeting, that notice
of such proposed alteration, amendment or repeal is included in the notice at
such meeting.
The Board of Directors shall have power from time to time to ????? part
out of any funds of the CORPORATION available for dividends a reserve or
reserves for any proper purpose, and to abo???? such reserve in the manner in
which it was created and to fix and determine and to vary the amount of the
working capital of the CORPORATION, and to direct and determine the use and
disposition of the working capital and of any surplus or net profits over and
above the capital stock paid in.
The shareholders and the Board of Directors shall have power to hold their
meetings and to keep the books, documents and papers of the CORPORATION outside
of the State of Florida and at such place or places as from time to time may be
provided by the By-Laws, except as otherwise required by the laws of the State
of Florida.
The Board of Directors from time to time shall determine whether and to
what extent and at what times and places, and under what conditions and
regulations the accounts and books of the CORPORATION or any of them shall be
open to the inspection of the shareholders, and no shareholder shall have any
right to inspect any account, book or document of the CORPORATION, except as
conferred by statute or as authorized by resolution of the Board of Directors.
In the absence of fraud, no contract or other transaction of the
CORPORATION shall be affected or invalidated in any way by the fact that any of
the Directors of the CORPORATION are in anywise interested in or connected with
any other party to such contract or transaction or are themselves parties to
such contract or transaction, provided that such interest shall be fully
disclosed or otherwise known to the Board of Directors at the meeting of said
Board at which such contract or transaction is authorized or confirmed, and
provided further that at the meeting of the Board of Directors authorizing or
confirming such contract or transaction there shall be present a quorum of
Directors not so interested or connected and such contract or transaction shall
be approved by a majority of such quorum. Any contract, transaction or act of
the CORPORATION or of the Board of Directors or of any committee thereof, which
shall be ratified by a majority of a quorum of the shareholders of the
CORPORATION having voting power at any annual meeting or any special meeting
called for such purpose shall be as valid and as binding as though ratified by
every shareholder of the CORPORATION. Any Director of the CORPORATION may vote
upon any contract or other transaction between the CORPORATION and any
subsidiary or affiliated corporation without regard to the fact that he is also
a Director of such subsidiary or affiliated corporation.
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ARTICLE VIII
DIRECTORS
The names and post office addresses of the Directors of the CORPORATION,
who shall hold office for the first year, or until their successors are chosen,
whichever first occurs, shall be:
H. J. Frazier 3300 University Drive, Coral Springs, Florida 33065
R. L. Hofmann 3300 University Drive, Coral Springs, Florida 33065
A. N. Malanos 3300 University Drive, Coral Springs, Florida 33065
R. C. McKinley 3300 University Drive, Coral Springs, Florida 33065
ARTICLE IX
OFFICERS
The Officers of the CORPORATION shall be a President, a Vice-President, a
Secretary and a Treasurer, and such other officers as the Board of Directors
may from time to time by resolution create. Any two (2) or more officers may be
held by the same person, except the offices of President and Secretary.
Officers shall be elected annually by the Board of Directors for one (1) year
terms in accordance with the procedure set forth in the By-Laws.
The names of the officers who are to manage the affairs of the CORPORATION
under the direction of the Board of Directors until the annual meeting of the
Board of Directors to be held in the year 1982, and until their successors are
duly elected and qualified are:
A. N. Malanos President
P. L. Britton Vice-President
G. S. Sollitto Vice-President & Assistant Secretary
J. B. Story Controller & Assistant Secretary
R. C. McKinley Treasurer
R. K. Stevens Secretary
R. T. Wade Assistant Secretary
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ARTICLE X
ASSIGNMENT
The original incorporators of the CORPORATION and the subscribers to its
capital stock shall have the right, after the CORPORATION is incorporated, to
assign and deliver their subscription of stock herein to any other persons who,
or corporation which, may hereafter become subscribers to the capital stock of
the CORPORATION, and, upon acceptance of such assignment, such assignee or
assignees shall stand in lieu of the original incorporators and subscribers and
assume and carry out all of the rights, liabilities and duties entailed by said
subscriptions subject to the laws of the State of Florida and the execution of
this power.
ARTICLE XI
LIMITATION OF LIABILITY
The private property of the shareholders shall not be subject to the
payment of corporate debts to any extent whatever, and no shareholder, whose
shares are fully paid, shall be personally liable to the creditors of the
CORPORATION for debts of the CORPORATION.
ARTICLE XII
INDEMNIFICATION
The By-Laws of the CORPORATION may provide that in order to induce
officers and directors of the CORPORATION to continue to serve as such to
induce others to serve as officers and/or directors of the CORPORATION or any
subsidiary and in consideration of such service, the CORPORATION shall
indemnify and hold harmless each person serving the CORPORATION or any
subsidiary as an officer or director at the time of the adoption of such By-Law
provision or thereafter, from and against any and all claims and liabilities to
which he may be or become subject by reason of his being or having been such
director and/or officer at any time as aforesaid and/or by reason of his
alleged acts or omissions as such officer and/or director as aforesaid, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with defending against any such claims or
liabilities, provided, however, that no director or officer shall be
indemnified against, or be reimbursed for any expenses incurred in defending
against any claim or liability as to which it is adjudged that such person has
been guilty of
-7-
negligence or willful misconduct. The foregoing rights of indemnification of
directors and officers shall be in addition to all other rights to which they
may be entitled by law by the Certificate of Incorporation, the By-Laws or by
resolution or resolutions adopted from time to time by the Executive Committee
of the Board of Directors and/or the Board of Directors and/or the shareholders.
ARTICLE XIII
RESIDENT AGENT
W. BUNTEMEYER, whose address is 3300 University Drive, Coral Springs,
Florida 33065, is hereby designated Resident Agent for the service of process
within the State of Florida.
ARTICLE XIV
SUBSCRIBERS
The names and addresses of the subscribers are:
1. W. Buntemeyer, 3300 University Drive, Coral Springs, Florida 33065
2. A. N. Malanos, Same as above
3. Gregory S. Sollitto, Same as above
4. Douglas L. Vance, Same as above
IN WITNESS WHEREOF the undersigned subscribers have signed these ARTICLES
OF INCORPORATION this 10th day of June, 1981.
/s/ W. BUNTEMEYER /s/ GREGORY S. SOLLITTO
---------------------------------- ----------------------------------
W. Buntemeyer Gregory S. Sollitto
/s/ A.N. MALANOS /s/ DOUGLAS L. VANCE
---------------------------------- ----------------------------------
A. N. Malanos Douglas L. Vance
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STATE OF FLORIDA )
COUNTY OF BROWARD )
I hereby certify that on this day, before me, an officer duly authorized
in the State and County aforesaid to take acknowledgments, personally appeared
W. BUNTEMEYER, A.N. MALANOS, GREGORY S. SOLLITTO and DOUGLAS L. VANCE, well
known to me to be the persons described in and who executed the foregoing
instrument and acknowledged to and before me that they executed said instrument
for the purposes therein expressed.
WITNESS my hand and official seal this 10th day of June, 1981.
/s/ [SIGNATURE ILLEGIBLE]
-------------------------------------
Notary Public
My Commission Expires:
[SEAL]
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