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International Home Foods Inc, et al. – ‘S-4’ on 12/27/96 – EX-3.11

As of:  Friday, 12/27/96   ·   Accession #:  950134-96-7090   ·   File #s:  333-18859, -01, -02, -03, -04, -05, -06, -07

Previous ‘S-4’:  None   ·   Next:  ‘S-4/A’ on 2/6/97   ·   Latest:  ‘S-4/A’ on 2/19/97

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/27/96  International Home Foods Inc      S-4                   34:2.1M                                   RR Donnelley
          American Home Foods Inc
          Lucks Inc
          Polaner M Inc
          Canadian Home Products Ltd
          Heritage Brands Holdings Inc
          Heritage Brands Inc
          Campfire Inc

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-3.111st Page of 4TOCTopPreviousNextBottomJust 1st
 

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.
EX-3.112nd Page of 4TOC1stPreviousNextBottomJust 2nd
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
EX-3.113rd Page of 4TOC1stPreviousNextBottomJust 3rd
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 -----------------------
EX-3.11Last Page of 4TOC1stPreviousNextBottomJust 4th
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

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This ‘S-4’ Filing    Date First  Last      Other Filings
Filed on:12/27/96None on these Dates
8/15/942
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Filing Submission 0000950134-96-007090   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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