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-3.6 — Bylaws of Luck’s, Inc.
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EXHIBIT 3.6
BY-LAWS
OF
LUCK'S, INCORPORATED
(a Delaware Corporation)
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ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office shall be at 229
South State Street, in the City of Dover, County of Kent., State of Delaware,
and the name of the resident agent in charge thereof is THE PRENTICE-HALL
CORPORATION SYSTEM, INC.
SECTION 2. Other Offices. The corporation may also have an office or
offices at such other place or places, within or without the State of Delaware,
as the Board of Directors may from time to time designate or the business of
the corporation require.
ARTICLE II
STOCKHOLDERS MEETINGS
SECTION 1. Annual Meetings. The annual meeting of the stockholders
of the corporation, commencing with the year 1968, shall be held at the
registered office of the corporation in the State of Delaware, or at such other
place within or without the State of Delaware as may be determined by the Board
of Directors and as shall be designated in the notice of said meeting, on the
third Tuesday in April of each year (or if said day be a legal holiday, then on
the next succeeding day not a legal holiday), for the purpose of electing
directors and for the transaction of such other business as may properly be
brought before the meeting.
If the election of directors shall not be held on the day designated
herein for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as conveniently may be. At such meeting the
stockholders may elect the directors and transact other business with the same
force and effect as at an annual meeting duly called and held.
The place and time of such meeting for the election of directors shall
not be changed within sixty days next before the day on which the election is
to be held. A notice of any such change shall be given to each stockholder at
least twenty days before the election is held, in person or by letter mailed to
him at his post office address last known to the Secretary of the corporation.
SECTION 2. Special Meetings. Special Meetings of the stockholders
shall be held at the principal office of the corporation in the State of
Delaware, or at such other place within or without the State of Delaware as may
be designated in the notice of said meeting, upon call of the Board of
Directors or of the President or any Vice President, and shall be called by the
President or any Vice President or the Secretary at the request in writing of
stockholders owning at least twenty-five percent of the issued and outstanding
capital stock of the corporation entitled to vote thereat.
SECTION 3. Notice and Purpose of Meetings. Notice of the purpose or
purposes and of the time and place within or without the State of Delaware of
every meeting of stockholders shall be in writing and signed by the President
or Vice President or the Secretary or an Assistant Secretary and a copy thereof
shall be served either personally or by mail or by any other lawful means, not
less than ten days before the meeting, upon each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be directed to each
stockholder at his address as it appears on the stock book unless he shall have
filed with the Secretary of the corporation a written request that notices
intended for him be mailed to some other address, in which case it shall be
mailed or transmitted to the address designated in such request. Such further
notice shall be given as may be required by law. Except as otherwise expressly
provided by statute, no publication of any notice of a meeting of stockholders
shall be required to be given to any stockholder who shall attend such meeting
in person or by proxy, or who shall, in person or by attorney thereunto
authorized, waive such notice in writing or by telegraph, cable, radio, or
wireless either before or after such meeting. Except where otherwise required
by law, notice of any adjourned meeting of the stockholders of the corporation
shall not be required to be given.
SECTION 4. Quorum. A quorum at all meetings of stockholders shall
consist of the holders of record of a majority of the shares of the capital
stock of the corporation, issued and outstanding, entitled to vote at the
meeting, present in person or by proxy, except as otherwise provided by law or
the Certificate of Incorporation. In the absence of a quorum at any meeting or
any adjournment thereof, a majority of those present in person or by proxy and
entitled to vote may adjourn such meeting from time to time. At any such
adjourned meeting at which a quorum is present any business may be transacted
which might have been transacted at the meeting as originally called.
SECTION 5. Organization. Meetings of the stockholders shall be
presided over by the President, or if he is not present, by a Vice President,
or if neither the President nor a Vice President is present, by a chairman to
be chosen by a majority of the stockholders entitled to vote who are present in
person or by proxy at the meeting. The Secretary of the corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but
if neither the Secretary nor an Assistant Secretary is present, the meeting
shall choose any person present to act as secretary of the meeting.
SECTION 6. Voting. Except as otherwise provided in the By-laws, the
Certificate of Incorporation, or in the laws of the State of Delaware, at every
meeting of the stockholders, each stockholder of the corporation entitled to
vote at such meeting shall have one vote in person or by proxy for each share
of stock having voting rights held by him and registered in his name on the
books of the corporation at the time of such meeting. Any vote on stock of the
corporation may be given by the stockholder entitled thereto in person or by
his proxy appointed by an instrument in writing, subscribed by such stockholder
or by his attorney thereunto authorized and delivered to the secretary of the
meeting; provided, however, that no proxy shall be voted on after three years
from its date unless said proxy provides for a longer period. Except as
otherwise required by statute, by the Certificate of Incorporation or these By-
laws, or in electing directors, all matters coming before any meeting of the
stockholders shall be decided by the vote of a majority in interest of the
stockholders of the corporation present in person or by proxy at such meeting
and entitled to vote thereat, a quorum being present. At all elections of
directors the voting may, but need not be, by ballot and a plurality of the
votes cast thereat shall elect.
SECTION 7. List of Stockholders. A complete list of the stockholders
entitled to vote at the ensuing election, arranged in alphabetical order, and
the number of voting shares held by each shall be prepared by the Secretary, or
other officer of the corporation having charge of said stock ledger, and filed
in the office where the election is to be held, at least ten days before every
election and shall, during the usual hours for business and during the whole
time of said election, be open to the examination of any stockholder.
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ARTICLE III
DIRECTORS
SECTION 1. Powers, Number, Qualification, Term, Quorum and Vacancies.
The property, affairs and business of the corporation shall be managed by its
Board of Directors, consisting of not less than three nor more than eleven
persons. Except as hereinafter provided, directors shall be elected at the
annual meeting of the stockholders and each director shall be elected to serve
for one year and until his successor shall be elected and shall qualify. The
directors shall have power from time to time, and at any time, when the
stockholders as such are not assembled in a meeting, regular or special, to
increase or decrease their own number by an amendment to these By-laws. If the
number of directors be increased, the additional directors may be elected by a
majority of the directors in office at the time of the increase, or if not so
elected prior to the next annual meeting of stockholders, they shall be elected
by the stockholders. The number of directors shall never be less than three.
Directors need not be stockholders.
At all meetings of the board, any number of directors less than a
majority, but not less than one-third, nor less than two, shall be sufficient
to constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum,
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation or by
these By-laws, but if at any meeting of the Board of Directors there shall be
less than a quorum present, a majority of those present may adjourn the
meeting, without further notice, from time to time until a quorum shall have
been obtained.
In case one or more vacancies shall occur in the Board of Directors by
reason of death, resignation or otherwise, except insofar as otherwise provided
in the case of vacancy or vacancies occurring by reason of removal by the
stockholders, the remaining directors, although less than a quorum, may, by a
majority vote, elect a successor or successors for the unexpired term or terms.
SECTION 2. Meetings. Meetings of the Board of Directors shall be
held at such place within or outside the State of Delaware as may from time to
time be fixed by resolution of the Board of Directors, or as may be specified
in the notice of the meeting. Regular meetings of the Board of Directors shall
be held at such times as may from time to time be fixed by resolution of the
Board of Directors, and special meetings may be held at any time upon the call
of the President or any Vice President or the Secretary or any two directors by
oral, telegraphic or written notice duly served on or sent or mailed to each
director not less than two days before such meeting. A meeting of the Board of
Directors may be held without notice immediately after the annual meeting of
stockholders. Notice need not be given of regular meetings of the Board of
Directors. Meetings may be held at any time without notice if all the
directors are present, or if at any time before or after the meeting those not
present waive notice of the meeting in writing.
SECTION 3. Committees. The Board of Directors may, in its
discretion, by the affirmative vote of a majority of the whole Board of
Directors, appoint committees which shall have and may exercise such powers as
shall be conferred or authorized by the resolutions appointing them. A
majority of any such committee, if the committee be composed of more than two
members, may determine its action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise provide. The Board of Directors
shall have power at any time to fill vacancies in, to change the membership of,
or to discharge any such committee.
SECTION 4. Dividends. Subject always to the provisions of the law
and the Certificate of Incorporation, the Board of Directors shall have full
power to determine whether any, and if any, what part of
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any, funds legally available for the payment of dividends shall be declared in
dividends and paid to stockholders; the division of the whole or any part of
such funds of the corporation shall rest wholly within the lawful discretion of
the Board of Directors, and it shall not be required at any time, against such
discretion, to divide or pay any part of such funds among or to the
stockholders as dividends or otherwise; and the Board of Directors may fix a
sum which may be set aside or reserved over and above the capital paid in of
the corporation as working capital for the corporation or as a reserve for any
proper purpose, and from time to time may increase, diminish, and vary the same
in its absolute judgment and discretion.
SECTION 5. Removal of Directors. At any special meeting of the
stockholders, duly called as provided in these By-laws, any director or
directors may by the affirmative vote of the holders of a majority of all the
shares of stock outstanding and entitled to vote for the election of directors
be removed from office, either with or without cause, and his successor or
their successors may be elected at such meeting; or the remaining directors
may, to the extent vacancies are not filled by such election, fill any vacancy
or vacancies created by such removal.
SECTION 6. Indemnification of Directors and Officers. Each director
or officer, whether or not then in office, shall be indemnified by the
corporation against all costs and expenses reasonably incurred by or imposed
upon him in connection with or arising out of any action, suit, or proceeding
in which he may be involved by reason of his being or having been a director or
officer of the corporation, such expenses to include the cost of reasonable
settlements (other than amounts paid to the corporation itself) made with a
view to curtailment of costs of litigation. The corporation shall not,
however, indemnify any director or officer with respect to matters as to which
he shall be finally adjudged in any such action, suit, or proceeding to have
been derelict in the performance of his duty as such director or officer, nor
in respect of any matter on which any settlement or compromise is effected, if
the total expense, including the cost of such settlement, shall substantially
exceed the expense which might reasonably be incurred by such director or
officer in conducting such litigation to a final conclusion. The foregoing
right of indemnification shall not be exclusive of other rights to which any
director or officer may be entitled as a matter of law.
ARTICLE IV
OFFICERS
SECTION 1. Number. The Board of Directors, as soon as may be after
the election thereof held in each year, shall elect a President, a Secretary
and a Treasurer, and from time to time may appoint an Executive Vice President,
one or more Vice Presidents and such Assistant Secretaries, Assistant
Treasurers and such other officers, agents and employees as it may deem proper.
Any two offices may be held by the same person. More than two offices, other
than the offices of President and Secretary, may be held by the same person.
The President shall be chosen from among the directors.
SECTION 2. Term and Removal. The term of office of all officers
shall be one year and until their respective successors are elected and
qualify, but any officer may be removed from office, either with or without
cause, at any time by the affirmative vote of a majority of the members of the
Board of Directors then in office. A vacancy in any office arising from any
cause may be filled for the unexpired portion of the term by the Board of
Directors.
SECTION 3. Powers and Duties. The officers of the corporation shall
each have such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as from time to time may be
conferred by the Board of Directors. The Executive Vice President, Vice
President or Vice Presidents, the Assistant Secretary or Assistant Secretaries
and the Assistant Treasurer or Assistant Treasurers shall, in the order of
their respective seniorities, in the absence or disability of the President,
Secretary or Treasurer,
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respectively, perform the duties of such officer and shall generally assist the
President, Secretary or Treasurer, respectively.
SECTION 4. Voting Corporation's Securities. Unless otherwise ordered
by the Board of Directors, the President, or, in the event of his inability to
act, the Executive Vice President or a Vice President designated by the Board
of Directors to act in the absence of the President, shall have full power and
authority on behalf of the corporation to attend and to act and to vote at any
meetings of security holders of corporations in which the corporation may hold
securities, and at such meetings shall possess and may exercise any and all
rights and powers incident to the ownership of such securities, and which as
the owner thereof the corporation might have possessed and exercised, if
present. The Board of Directors by resolution from time to time may confer
like powers upon any other person or persons.
ARTICLE V
CERTIFICATES OF STOCK
SECTION 1. Form and Transfers. The interest of each stockholder of
the corporation shall be evidenced by certificates for shares of stock,
certifying the number of shares represented thereby and in such form not
inconsistent with the Certificate of Incorporation as the Board of Directors
may from time to time prescribe.
Transfers of shares of the capital stock of the corporation shall be
made only on the books of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation, or with a transfer clerk or a
transfer agent as in SECTION 4 of this ARTICLE provided, and on surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon. The person in whose name shares of stock stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the Secretary of the corporation, shall be so expressed in the entry
of transfer. The Board may, from time to time, make such additional rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer, and registration of certificates for shares of
the capital stock of the corporation.
The certificates of stock shall be signed by the President or Executive
Vice President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and sealed with the seal
of the corporation. Such seal may be a facsimile, engraved or printed. Where
any such certificate is signed by a transfer agent or a transfer clerk and by a
registrar, the signatures of the President, Executive Vice President, Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer
upon such certificate may be facsimiles, engraved or printed. In case any such
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such before such certificate is issued, it
may be issued by the corporation with the same effect as if such officer had
not ceased to be such at the time of its issue.
SECTION 2. Closing of Transfer Books. The Board of Directors shall
have power to close the stock transfer books of the corporation for a period
not exceeding fifty days before any stockholders' meeting, or the last day on
which the consent or dissent of stockholders may be effectively expressed for
any purpose without a meeting, or the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of evidences of
rights or evidences of interests arising out of any change, conversion or
exchange of capital stock. Provided, however, that in lieu of closing the
stock transfer books as aforesaid the Board of Directors may in its discretion
fix a time not more than fifty days before the date of any meeting of
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stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose without a meeting, or the date
fixed for the payment of any dividend or for the delivery of evidences of
rights or evidences of interests arising out of any change, conversion or
exchange of capital stock, as the time as of which stockholders entitled to
notice of and to vote at such meeting or whose consent or dissent is required
or may be expressed for any purpose or entitled to receive any such dividend,
distribution, rights or interests shall be determined; and all persons who are
holders of record of voting stock at such time and no others shall be entitled
to notice of and to vote at such meeting or to express their consent or
dissent, as the case may be, and only stockholders of record at the time so
fixed shall be entitled to receive such dividend, distributions, rights or
interests.
SECTION 3. Lost, Stolen, Destroyed or Mutilated Certificates. No
certificates for shares of stock in the corporation shall be issued in place of
any certificate alleged to have been lost, destroyed or stolen except on
production of such evidence of such loss, destruction or theft and on delivery
to the corporation, if the Board of Directors shall so require, of a bond of
indemnity in such amount (not exceeding twice the value of the shares
represented by such certificates), upon such terms and secured by such surety
as the Board of Directors may in its discretion require.
SECTION 4. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates of stock to bear the
signature or signatures of any of them.
SECTION 5. Examination of Books by Stockholders. The Board shall
have power to determine, from time to time, whether and to what extent and at
what times and places and under what conditions and regulations the accounts
and. books and documents of the corporation, or any of them, shall be open to
the inspection of the stockholders; and no stockholder shall have any right to
inspect any account or book or document of the corporation.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
January in each year and shall end on the thirty-first day of December next
following, unless otherwise determined by the Board of Directors.
ARTICLE VI
CORPORATE SEAL
The corporate seal of the corporation shall consist of two concentric
circles, between which shall be the name of the corporation, and in the center
shall be inscribed the year of its incorporation and the words, "Corporate
Seal, Delaware".
ARTICLE VIII
AMENDMENTS
The By-laws of the corporation shall be subject to alteration, amendment
or repeal, and new By-laws not inconsistent with any provisions of the
Certificate of Incorporation or statute, may be made, either by the affirmative
vote of the holders of a majority in interest of the stockholders of the
corporation present in person or by proxy at any annual or special meeting of
the stockholders and entitled to vote thereat, a quorum being
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present, or by the affirmative vote of a majority of the whole Board, given at
any regular or special meeting of the Board, provided that notice of the
proposal so to make, alter, amend or repeal such By-laws be included in the
notice of such meeting of the Board or the stockholders, as the case may be.
By-laws made, altered or amended by the Board may be altered, amended or
repealed. by the stockholders at any annual or special meeting thereof.
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