Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 120 663K
Business-Combination Transaction
2: EX-2.1 Agreement of Sale and Plan of Merger 90 281K
3: EX-2.2 1st Amendment to Agreement of Sale 5 27K
4: EX-3.1 Cert. of Incorp. - American Home Foods Products 8 41K
13: EX-3.10 Bylaws of Canadian Home Products 14 64K
14: EX-3.11 Ceri. of Incorp. - Heritage Brands Holdings 4 22K
15: EX-3.12 Bylaws of Heritage Brands Holdings 13 57K
16: EX-3.13 Certificate of Incorporation - Heritage Brands 2 17K
17: EX-3.14 Bylaws of Heritage Brands 13 57K
18: EX-3.15 Certificate of Incorporation of Campfire 2 17K
19: EX-3.16 Bylaws of Campfire, Inc. 13 57K
5: EX-3.2 Bylaws of American Home Foods Products, Inc. 9 42K
6: EX-3.3 Certificate of Incorporation - American Home Foods 9 41K
7: EX-3.4 Bylaws of American Home Foods 7 37K
8: EX-3.5 Certificate of Incorporation - Luck's, Inc. 7 33K
9: EX-3.6 Bylaws of Luck's, Inc. 7 36K
10: EX-3.7 Certificate of Incorporation - M. Polaner, Inc. 6 32K
11: EX-3.8 Bylaws of M. Polaner, Inc. 7 41K
12: EX-3.9 Certificate of Continuance 13 45K
20: EX-4.1 Registration Rights Agreement 17 82K
21: EX-4.2 Indenture Dated as of November 1, 1996 125 413K
22: EX-10.1 Transisitional Services Agreement 9 35K
27: EX-10.10 Monitoring and Oversight Agreement 7 30K
23: EX-10.2 Financial Advisory Agreement 5 26K
24: EX-10.3 International Home Foods, Inc. Stock Option Plan 16 74K
25: EX-10.8 Indemnification Agreement 11 45K
26: EX-10.9 Credit Agreement 242 879K
28: EX-12.1 Computation of Ratio of Earnings to Fixed Charges 1 13K
29: EX-12.2 Pro Forma Ratio of Earnings to Fixed Charges 1 13K
30: EX-16.1 Letter Re: Change to Certifying Acountants 1 12K
31: EX-21.1 List of Subsidiaries 1 12K
32: EX-23.1 Consent of Arthur Andersen LLP 1 12K
33: EX-25.1 Form T-1 5 25K
34: EX-27.1 Financial Data Schedule 1 15K
EX-3.11 — Ceri. of Incorp. – Heritage Brands Holdings
EX-3.11 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.11
CERTIFICATE OF INCORPORATION
OF
HERITAGE BRANDS HOLDINGS, INC.
ARTICLE I
The name of the corporation is Heritage Brands Holdings, Inc.
(hereinafter referred to as the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
The total number of shares of stock that the Corporation shall have
authority to issue is ten thousand (10,000) shares of Common Stock, par value
$.01 per share.
ARTICLE V
The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
Michael J. Cramer 5956 Sherry Lane
Suite 1100
Dallas, Texas 75225
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is authorized to adopt, amend or
repeal the By-Laws of the Corporation.
ARTICLE VII
Election of directors of the Corporation need not be by ballot unless
the By-Laws so require.
ARTICLE VIII
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
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions
of 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 the provisions of 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 a 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 of the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
ARTICLE IX
To the fullest extent that the General Corporation Law of the State of
Delaware as it exists on the date hereof or as it may hereafter be amended
permits the limitation or elimination of the liability of directors, no
director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
No amendment to this Certificate of Incorporation, directly or indirectly by
merger, consolidation or otherwise, having the effect of amending or repealing
any of the provisions of this ARTICLE NINTH shall apply to or have any effect
on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal, unless such amendment shall have the effect of further
limiting or eliminating such liability.
The undersigned, being the sole incorporator named above, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, has signed this Certificate on August 15, 1994, and does
hereby acknowledge that it is his act and deed and that the facts herein stated
are true.
/s/ Michael J. Cramer
------------------------------
Michael J. Cramer
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
HERITAGE BRANDS HOLDINGS, INC.
ADOPTED BEFORE THE PAYMENT OF CAPITAL
PURSUANT TO SECTION 241 OF THE
DELAWARE GENERAL CORPORATION LAW
Heritage Brands Holdings, Inc., a corporation organized and existing
under the by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), does hereby certify that:
FIRST: The name of the Corporation is Heritage Brands Holdings, Inc.
SECOND: ARTICLE IV of the Corporation's Certificate of Incorporation is
hereby amended to read in its entirety as follows:
ARTICLE IV:
The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 2,000,000 shares of a
class designated Common Stock, par value $.01 per share ("Common
Stock").
THIRD: The Corporation has not received payment for any of its capital
stock (including the Common Stock) and, accordingly, this amendment to the
Certificate of Incorporation by the resolution adopted by the Board of
Directors in accordance with Section 241 of the Delaware General Corporation
Law.
IN WITNESS WHEREOF, the undersigned have executed this certificate as of
this 30th day of August, 1994.
HERITAGE BRANDS HOLDINGS, INC.
By:/s/ Michael J. Cramer
---------------------------
Name: Michael J. Cramer
-------------------------
Title:: Vice President
-----------------------
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
HERITAGE BRANDS HOLDING, INC.
Heritage Brands Holdings, Inc., a corporation organized and existing
under any by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), does hereby certify that:
FIRST: The name of the Corporation is Heritage Brands Holdings, Inc.
SECOND: ARTICLE IV of the Corporation's Certificate of Incorporation is
hereby amended to read in its entirety as follows:
ARTICLE IV:
The total number of shares of all shares of all classes of
capital stock which the Corporation shall have authority to issue is
17,000,000 shares of a class designated Common Stock, par value $.01 per
share ("Common Stock").
THIRD: This amendment to the Certificate of Incorporation has been duly
adopted by the Board of Directors and stockholders of the Corporation in
accordance with Section 241 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
this 9th day of January, 1995.
HERITAGE BRANDS HOLDINGS, INC.
By:/s/ Michael J. Cramer
---------------------------
Name: Michael J. Cramer
-------------------------
Title:: Secretary
-----------------------
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: | | 12/27/96 | | | | | | | None on these Dates |
| | 8/15/94 | | 2 |
| List all Filings |
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