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-3.9 — Certificate of Continuance
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EXHIBIT 3.9
Canada Business
Corporations Act
Form 11
Articles of Continuance
(Section 181)
________________________________________________________________________________
1. Name of Corporation
Canadian Home Products Limited/Produits domestiques Canadiens Limitee
________________________________________________________________________________
2. The place in Canada where the registered offices is to be situated
Municipality of Niagara Falls,
Province of Ontario L2E 6Y2
________________________________________________________________________________
3. The classes and number of shares that the Corporation is authorized to
issue
The Corporation is authorized to issue 10,000 common shares and the
holders thereof are entitled to vote at all meetings of shareholders
and to receive the remaining property of the Corporation upon a
dissolution.
________________________________________________________________________________
4. Restrictions, if any, on share transfers
The annexed Schedule 1 is incorporated in this form.
________________________________________________________________________________
5. Number (or minimum and maximum number of directors)
The annexed Schedule 2 is incorporated in this form.
________________________________________________________________________________
6. Restrictions, if any, on business
There are no restrictions in its Articles on the business which the
Corporation may carry on.
________________________________________________________________________________
7. If change of name effected, previous name
Canadian Home Products Limited
________________________________________________________________________________
8. Other provisions if any
The annexed Schedule 3 is incorporated in this form.
Date Signature Description of Office
October 20, 1978 /s/ Treasurer Treasurer
SCHEDULE 1
to
Articles of Continuance
of
Canadian Home Products Limited/
Produits Domestiques Canadiens Limitee
1. No shares of the Corporation may be sold, transferred or otherwise
disposed of without the previous express sanction of the directors of the
Corporation expressed by a resolution passed by the votes of a majority of the
directors of the Corporation at a meeting of the board of directors or by an
instrument or instruments in writing signed by a majority of the directors.
2. Without limiting the provisions of paragraph 1 above, no shareholder
shall be entitled to transfer or otherwise dispose of his, her or their shares
in the Corporation to persons who are not then shareholders of the Corporation,
without the prior written consent of the holder or holders of a majority of the
remaining shares of the Corporation.
SCHEDULE 2
to
Articles of Continuance
of
Canadian Home Products Limited/
Produits Domestiques Canadiens Limitee
The board of directors of the Corporation shall consist of such
number, not less than 3 and not more than 9, as may be determined from time to
time by the directors.
SCHEDULE 3
to
Articles of Continuance
of
Canadian Home Products Limited/
Produits Domestiques Canadiens Limitee
1. The number of shareholders of the Corporation shall be limited to
fifty (50), not including persons who are in the employment of the Corporation
and persons, who, having been formerly in the employment of the Corporation,
were, while in the employment, and have continued after the determination of
that employment to be shareholders of the Corporation, two or more persons
holding one or more shares jointly being counted as a single shareholder;
2. Any invitation to the public to subscribe for any securities of the
Corporation shall be prohibited.
CANADA BUSINESS
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
----------------------
1 - Name of Corporation
CANADIAN HOME PRODUCTS LIMITED/PRODUITS DOMESTIQUES CANADIENS LIMITEE
2 - Corporation No.
034724-8-R
3 - The articles of the above-named Corporation are amended as follows:
Change in the place in Canada where the registered office is situated.
FROM: Municipality of Niagara Falls
Province of Niagara Falls
TO: Suite #400,
200 Consumers Rd.
City of North York, Ontario
M2J 4R4
Date Signature Description of Office
July 21/86 /s/ Robert J. Harder Director of Finance &
Administration
CANADA BUSINESS
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
--------------
1 - NAME OF CORPORATION
CANADIAN HOME PRODUCTS LIMITED
PRODUITS DOMESTIQUES CANADIENS LIMITEE
2 - CORPORATION NO.
034724-8
3 - THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:
The articles of the Corporation be and are hereby amended as follows:
A. By the redesignation of the existing shares of the Corporation
as common shares; and
B. By the creation of an unlimited number of common shares, an
unlimited number of Class A Shares and an unlimited number of Class B
shares, so that the authorized capital of the Corporation shall
consist of:
An unlimited number of common shares;
An unlimited number of Class A shares; and
An unlimited number of Class B shares.
The Class A shares and the Class B shares shall have attached thereto
the following rights, privileges, restrictions and conditions:
I. CLASS A SHARES
(a) Each Class A share shall entitle the holder thereof to one (1)
vote at all meetings of the shareholders of the Corporation
(except meetings at which only holders of another specified
class of shares are entitled to vote pursuant to the
provisions hereof or pursuant to the provisions of the Canada
Business Corporations Act).
(b) The holders of the Class A shares shall be entitled to receive
during each year, as and when declared by the board of
directors, but always in preference and priority to any
payment of dividends on the common shares of the Corporation
or any other shares of the Corporation ranking junior to the
Class A shares, but after payment to the holders of the Class
B shares, non-cumulative dividends at a rate of eight percent
(8%) per annum of the Class A Redemption Price, payable in
money, property or by the issue of fully paid shares of any
class of the Corporation. The holders of the
Class a shares shall not be entitled to any dividend in excess
of the dividend hereinbefore provided for.
(c) In the event of the liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, or other
distribution of assets of the Corporation among shareholders
for the purpose of winding-up its affairs, the holders of the
Class A shares shall be entitled to receive for each Class A
share, in preference and priority to any distribution of the
property or assets of the Corporation to the holders of the
common shares or any other shares ranking junior ro the Class
A shares, but after distribution to the holders of the Class B
shares, an amount equal to the redemption price (in paragraph
I. (d) defined), but shall not be entitled to share any
further in the distribution of the property or assets of the
Corporation.
(d) The Corporation may, in the manner hereinafter provided,
redeem at any time all, or from time to time any part, of the
outstanding Class A shares on payment for each Class A share
to be redeemed of an amount equal to the Class A Redemption
Price plus all declared and unpaid dividends thereon (in
paragraphs I. (e), (f) and (i) called the "redemption price").
(e) Before redeeming any Class A shares, the Corporation shall
mail or deliver to each person who, at the date of such
mailing or delivery, shall be a registered holder of Class A
shares to be redeemed, notice of the intention of the
Corporation to redeem such shares held by such registered
holder; such notice shall be delivered to, or mailed by
ordinary prepaid post addressed to, the last address of such
holder as it appears on the records of the Corporation, or in
the event of the address of any such holder not appearing on
the records of the Corporation, then to the last address of
such holder known to the Corporation, at least one (1) day
before the date specified for redemption; such notice shall
set out the redemption price, the date on which the redemption
is to take place and, if part only of the Class A shares held
by the person to whom it is addressed is to be redeemed, the
number thereof so to be redeemed; on or after the date so
specified for redemption the Corporation shall pay or cause to
be paid the redemption price to the registered holders of the
Class A shares to be redeemed on presentation and surrender of
the certificates for the Class A shares so called for
redemption at the registered office of the Corporation or at
such other place or places as may be specified in such notice,
and the certificates for such Class A shares shall thereupon
be cancelled, and the Class A shares represented thereby shall
thereupon be redeemed; from and after the date specified for
redemption in such notice, the holders of the Class A shares
called for redemption shall cease to be entitled to dividends
in respect of such shares and shall not be entitled to
exercise any of the rights of the holders thereof, except the
right to receive the redemption price, unless payment of the
redemption price shall not be made by the Corporation in
accordance with the foregoing provisions, in which case the
rights of the holders of such shares shall remain unaffected;
on or before the date specified for redemption, the
Corporation shall have the right to deposit the redemption
price of the Class A shares called for redemption in a special
account with any chartered bank or trust company in Canada
named in the notice of redemption, to be paid, without
interest, to or to the order of the respective holders of such
Class A shares called for redemption, upon presentation and
surrender of the certificates representing the same
and, upon such deposit being made or upon the date specified
for redemption, whichever is later, the Class A shares in
respect whereof such deposit shall have been made, shall be
deemed to be redeemed and the rights of the respective holders
thereof, after such deposit or after such redemption date, as
the case may be, shall be limited to receiving, out of the
moneys so deposited, without interest, the redemption price
applicable to their respective Class A shares against
presentation and surrender of the certificates representing
such Class A shares. If less than all the Class A shares are
to be redeemed, the shares to be redeemed shall be redeemed
pro rata, disregarding fractions, unless the holders of the
Class A shares unanimously agree to the adoption of another
method of selection of the Class A shares to be redeemed. If
less than all the Class A shares represented by any
certificate be redeemed, a new certificate for the balance
shall be issued.
(f) A holder of Class A shares shall be entitled to require the
Corporation to redeem at any time all, or from time to time
any part, of the Class A shares registered in the name of such
holder by tendering to the Corporation at its registered
office the share certificate(s) representing the Class A
shares which the registered holder desires to have the
Corporation redeem together with a request in writing
specifying (i) the number of Class A shares which the
registered holder desires to have redeemed by the Corporation
and (ii) the Business day (in this paragraph referred to as
the redemption date on which the holder desires to have the
Corporation redeem such Class A shares, which redemption date
shall not be less than five (5) days after the day on which
the request in writing is given to the Corporation. Upon
receipt of the share certificate(s) representing the Class A
shares which the registered holder desires to have the
Corporation redeem together with such a request, the
Corporation shall on, or at its option, before, the redemption
date redeem such Class A shares by paying to the registered
holder thereof, for each share to be redeemed, an amount equal
to the redemption price in respect thereof; such payment shall
be made by cheque payable at par at any branch of the
Corporation's bankers for the time being in Canada. The said
Class A shares shall be deemed to be redeemed on the date by
payment of the redemption price and from and after such date
such Class A preferred shares shall cease to be entitled to
dividends and the holders thereof shall not be entitled to
exercise any of the rights of the holders of Class A shares in
respect thereof. Notwithstanding the foregoing, the
Corporation shall only be obliged to redeem Class A shares so
tendered for redemption to the extent that such redemption
would not be contrary to any applicable law, and if such
redemption of any such Class A shares would be contrary to any
applicable law, the Corporation shall only be obliged to
redeem such Class A shares to the extent that the moneys
applied thereto shall be such amount (rounded to the next
lower multiple of one hundred dollars ($100.00)) as would not
be contrary to such law, in which case the Corporation shall
pay to each holder his pro rata share of the purchase moneys
allocable. If less than all the Class A shares represented by
any certificate be redeemed, a new certificate for the balance
shall be issued.
(g) Upon a redemption of Class A shares as set out in paragraphs
I. (d), (e) and (f) hereof, the Corporation shall deduct from
the stated capital account maintained for the Class A shares
an amount equal to the result obtained by multiplying the
amount contained in the stated capital account maintained for
the Class A shares by the
number of such shares which are redeemed, divided by the
number of Class A shares issued and outstanding immediately
before such redemption.
(h) Subject to the provisions of the following subparagraph, for
the purpose of the foregoing paragraphs I. (b), (d) and (e),
the "Class A Redemption Price" of each Class A share shall be
an amount equal to (i) the monetary consideration received by
the Corporation upon the issuance of such share, if such share
has been issued for money; or (ii) the fair market value of
the consideration, calculated as at the time of receipt,
received by the Corporation (including, without limitation,
shares of another class of the Corporation) upon the issuance
of such share, if such share has been issued for consideration
other than money or if such share has been issued for a
combination of consideration other than money and money. Such
fair market value is to be determined by the directors of the
Corporation on the basis of generally accepted accounting and
valuation principles.
Provided that, if at any time the Minister of National Revenue
or any other competent taxing authority makes or proposes to
make any tax assessment or reassessment determining that the
fair market value of the consideration for which each Class A
share was issued determined as hereinabove provided was
greater or lesser than the Class A Redemption Price determined
as hereinabove provided, then the Class A Redemption Price of
each Class A share shall be retroactively augmented or
diminished so that it shall be equal to the amount finally
determined to be the fair market value of the consideration
for which each such Class A shares was issued. Any such
determination shall be deemed to be a final determination if
its is pursuant to an assessment or reassessment by the
Minister of National Revenue or other competent taxing
authority, and no appeal is taken therefrom, of if any
agreement is reached between any holder of a Class A share and
any such taxing authority in settlement of a dispute regarding
such determination, or if determined by a court or tribunal of
competent jurisdiction, and no appeal is taken therefrom.
In the case of a former holder of Class A shares, in the event
that the Class A Redemption Price of each Class A share is
adjusted as aforementioned, either the Corporation shall pay
out to the former holders of such redeemed Class A shares or
the said former holders of the redeemed Class A shares will
reimburse the Corporation as the case may be, the difference
between the Class A Redemption Price of the said Class A
shares as adjusted and the amount paid by the Corporation upon
redemption, within sixty (60) days from the date of adjustment
of the Class A Redemption Price.
(i) The Corporation may purchase for cancellation at any time all,
or from time to time any part, of the Class A shares
outstanding, by private contract at any price, with the
unanimous consent of the holders of the Class A shares then
outstanding, or by invitation for tenders addressed to all the
holders of the Class A shares at the lowest price at which, in
the opinion of the directors, such shares are obtainable but
not exceeding the redemption price thereof. If less than all
the Class A shares represented by any certificate be purchased
for cancellation, a new certificate for the balance shall be
issued.
II. CLASS B SHARES
(a) Subject to the provisions of the Act or as otherwise expressly
provided herein, the holders of the Class B shares shall not
be entitled to receive notice of, nor to attend or vote at
meetings of the shareholders of the Corporation.
(b) The holders of the Class B shares shall be entitled to receive
during each year, as and when declared by the board of
directors, but always in preference and priority to any
payment of dividends on the Class A shares or the common
shares of the Corporation or any other shares of the
Corporation ranking junior to the Class B shares,
non-cumulative dividends at a rate of nine percent (9%) per
annum of the Class B Redemption Price, payable in money,
property or by the issue of fully paid shares of any class of
the Corporation. The holders of the Class B shares shall not
be entitled to any dividend in excess of the dividend
hereinbefore provided for.
(c) In the event of the liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, or other
distribution of assets of the Corporation among shareholders
for the purpose of winding-up its affairs, the holders of the
Class B shares shall be entitled to receive for each Class B
share, in preference and priority to any distribution of the
property or assets of the Corporation to the holders of the
Class A shares or the common shares or any other shares
ranking junior to the Class B shares, an amount equal to the
redemption price (in paragraph II. (d) defined), but shall not
be entitled to share any further in the distribution of the
property or assets of the Corporation.
(d) The Corporation may, in the manner hereinafter provided,
redeem at any time all, or from time to time any party, of the
outstanding Class B shares on payment for each Class B share
to be redeemed of an amount equal to the Class B Redemption
Price plus all declared and unpaid dividends thereon (in
paragraphs II. (e), (f) and (i) called the "redemption
price").
(e) Before redeeming any Class B shares, the Corporation shall
mail or deliver to each person who, at the date of such
mailing or delivery, shall be a registered holder of Class B
shares to be redeemed, notice of the intention of the
Corporation to redeem such shares held by such registered
holder; such notice shall be delivered to, or mailed by
ordinary prepaid post addressed to, the last address of such
holder as it appears on the records of the Corporation, or in
the event of the address of any such holder not appearing on
the records of the Corporation, then to the last address of
such holder known to the Corporation, at least one (1) day
before the date specified for redemption; such notice shall
set out the redemption price, the date on which the redemption
is to take place and, if part only of the Class B shares held
by the person to whom it is addressed is to be redeemed, the
number thereof so to be redeemed; on or after the date so
specified for redemption the Corporation shall pay or cause to
be paid the redemption price to the registered holders of the
Class B shares to be redeemed on presentation and surrender of
the certificates for the Class B shares so called for
redemption at the registered office of the Corporation or at
such other place or places as may be specified in such notice,
and the certificates for such Class B shares shall thereupon
be cancelled, and the Class B shares represented thereby shall
thereupon be redeemed; from and after the date specified for
redemption in such notice, the holders of the Class B shares
called for redemption shall cease to be entitled to dividends
in respect of such shares and shall not be entitled to
exercise any of the rights of the holders thereof, except the
right to receive the redemption price, unless payment of the
redemption price shall not be made by the Corporation in
accordance with the foregoing provisions, in which case the
rights of the holders of such shares shall remain unaffected;
on or before the date specified for redemption, the
Corporation shall have the right to deposit the redemption
price of the Class B shares called for redemption in a special
account with any chartered bank or trust company in Canada
named in the notice of redemption, to be paid, without
interest, to or to the order of the respective holders of such
Class B shares called for redemption, upon presentation and
surrender of the certificates representing the same and, upon
such deposit being made or upon the date specified for
redemption, whichever is later, the Class B shares in respect
whereof such deposit shall have been made, shall be deemed to
be redeemed and the rights of the respective holders thereof,
after such deposit or after such redemption date, as the case
may be, shall be limited to receiving, out of the moneys so
deposited, without interest, the redemption price applicable
to their respective Class B shares against presentation and
surrender of the certificates representing such Class B
shares. If less than all the Class B shares are to be
redeemed, the shares to be redeemed shall be redeemed pro
rata, disregarding fractions, unless the holders of the Class
B shares unanimously agree to the adoption of another method
of selection of the Class B shares to be redeemed. If less
than all the Class B shares represented by any certificate be
redeemed, a new certificate for the balance shall be issued.
(f) A holder of Class B shares shall be entitled to require the
Corporation to redeem at any time all, or from time to time
any part, of the Class B shares registered in the name of such
holder by tendering to the Corporation at its registered
office the share certificate(s) representing the Class B
shares which the registered holder desires to have the
Corporation redeem together with a request in writing
specifying (i) the number of Class B shares which the
registered holder desires to have redeemed by the Corporation
and (ii) the business day (in this paragraph referred to as
the "redemption date") on which the holder desires to have the
Corporation redeem such Class B shares, which redemption date
shall not be less than five (5) days after the day on which
the request in writing is given to the Corporation. Upon
receipt of the share certificate(s) representing the Class B
shares which the registered holder desires to have the
Corporation redeem together with such a request, the
Corporation shall on, or at its option, before, the redemption
date redeem such Class B shares by paying to the registered
holder thereof, for each share to be redeemed, an amount equal
to the redemptio price in respect thereof; such payment shall
be made by cheque payable at par at any branch of the
Corporation's bankers for the time being in Canada. The said
Class B shares shall be deemed to be redeemed on the date of
payment of the redemption price and from and after such date
such Class B preferred shares shall cease to be entitled to
dividends and the holders thereof shall not be entitled to
exercise any of the rights of the holders of Class B shares
in respect thereof. Notwithstanding the foregoing, the
Corporation shall only be obliged to redeem Class B shares so
tendered for redemption to the extent that such redemption
would not be contrary to any applicable law, and if such
redemption of any such
Class B shares would be contrary to any applicable law, the
Corporation shall only be obliged to redeem such Class B
shares to the extent that the moneys applied thereto shall be
such amount (rounded to the next lower multiple of one hundred
dollars ($100.00)) as would not be contrary to such law, in
which case the Corporation shall pay to each holder his pro
rata share of the purchase moneys allocable. If less than all
the Class B shares presented by any certificate be redeemed, a
new certificate for the balance shall be issued.
(g) Upon a redemption of Class B shares as set out in paragraphs
II. (d), (e) and (f) hereof, the Corporation shall deduct from
the stated capital account maintained for the Class B shares
an amount equal to the result obtained by multiplying the
amount contained in the stated capital account maintained for
the Class B shares by the number of such shares which are
redeemed, divided by the number of Class A shares issued and
outstanding immediately before such redemption.
(h) For the purpose of the foregoing paragraphs II. (b), (d) and
(e), the "Class B Redemption Price" of each Class B share
shall be an amount equal to one dollar ($1.00).
(i) The Corporation may purchase for cancellation at any time all,
or from time to time any part, of the Class B shares
outstanding, by private contract at any price, with the
unanimous consent of the holders of the Class B shares then
outstanding, or by invitation for tenders addressed to all the
holders of the Class B shares at the lowest price at which, in
the opinion of the directors, such shares are obtainable but
not exceeding the redemption price thereof. If less than all
the Class B shares represented by any certificate be purchased
for cancellation, a new certificate for the balance shall be
issued.
DATE SIGNATURE
May 31, 1990
/s/ Stanley F. Barshay
------------------------------
STANLEY F. BARSHAY
DESCRIPTION OF OFFICE: DIRECTOR
CANADA BUSINESS
CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)
---------------------------
1 - Name of Corporation
CANADIAN HOME PRODUCTS LIMITED
PRODUITS DOMESTIQUES CANADIENS LIMITEE
2 - Corporation No.
034724-8-R
3 - The articles of the above-named Corporation are amended as follows:
Change in Canada of the location of Registered Office:
From: Suite 400
200 Consumers Road
City of North York, Ontario
M2J 4R4
To: Suite 600
80 Tiverton Court
Town of Markham, Ontario
L3R 0G4
Date Signature Description of Office
July 21/86 /s/ Robert J. Harder Director of Finance &
Administration
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