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-3.1 — Cert. of Incorp. – American Home Foods Products
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
AMERICAN HOME FOOD PRODUCTS, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the ("General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of this corporation (hereinafter called the
"Corporation") is American Home Food Products, Inc.
SECOND: The address, including street, number, city, and county, of
the registered office of the Corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent; and the name of the registered
agent of the Corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business and the purposes to be conducted
and promoted by the Corporation, which shall be in addition to the authority of
the Corporation to conduct any lawful business, to promote any lawful purpose,
and to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, is as
follows:
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ,
use and otherwise deal with any investor in connection with real or
personal property, or any interest therein, wherever situated, and to
sell, convey, lease, exchange, transfer or otherwise dispose of, or
mortgage or pledge, all or any of its property and assets, or any
interest therein, wherever situated.
To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire, and
assign contracts in respect of, acquire, receive, grant, and assign
licensing arrangements, options, franchises, and other rights in
respect of, and generally deal in and with, at wholesale and retail,
as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber,
advisor, and in any other lawful capacity, goods, wares, merchandise,
commodities, and unimproved, improved, finished, processed, and other
real, personal, and mixed property of any and all kinds, together with
the components, resultants, and by-products thereof.
To apply for, register, obtain, purchase, lease, take licenses
in respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and
immunities in respect of, manufacture under and to introduce, sell,
assign, mortgage, pledge or otherwise dispose of, and, in any manner
deal with and contract with reference to:
To lend money in furtherance of its corporate purposes and to
invest and reinvest its funds from time to time to such extent, to
such persons, firms, associations, corporations, governments or
agencies or instrumentalities thereof, and on such terms and on such
security, if any, as the Board of Directors of the corporation may
determine.
To make contracts of guaranty and suretyship of all kinds and
endorse or guarantee the payment of principal, interest or dividends
upon, and to guarantee the performance of sinking fund or other
obligations of, any securities, and to guarantee in any way permitted
by law the performance of any of the contracts or other undertakings
in which the corporation may otherwise be or become interested, of any
persons, firm, association, corporation, government or agency or
instrumentality thereof, or of any other combination, organization or
entity whatsoever.
To borrow money without limit as to amount and at such rates
of interest as it may determine; from time to time to issue and sell
its own securities, including its shares of stock, notes, bonds,
debentures, and other obligations, in such amounts, on such terms and
conditions, for such purposes and for such prices, now or hereafter
permitted by the laws of the State of Delaware and by this certificate
of incorporation, as the Board of Directors of the Corporation may
determine, and to secure any of its obligations by mortgage, pledge or
other encumbrances of all or any of its property, franchises and
income.
To be a promoter or manager of other corporations of any type
or kind; and to participate with others in any corporation,
partnership, limited partnership, joint venture, or other association
of any kind, or in any transaction, undertaking or arrangement which
the Corporation would have power to conduct by itself, whether or not
such participation involves sharing or delegation of control with or
to others.
To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments and
evidences of indebtedness whether secured by mortgage or otherwise, as
well as to secure the same by mortgage or otherwise, so far as may be
permitted by the laws of the State of Delaware.
The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of the Corporation, and
the purposes and powers herein specified shall, except when otherwise provided
in this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
certificate of incorporation; provided, that the Corporation shall not conduct
any business, promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the corporation
may not lawfully conduct, promote, or exercise.
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares. Each such share shall be of no
par value. All such shares are of one class and are shares of Common Stock.
FIFTH: The name and the mailing address of the incorporator are as
follow:
NAME MAILING ADDRESS
---- ---------------
Bradford A. Lewin 685 Third Avenue
New York, New York 10017
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: 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
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 consequences 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 the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors.
The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the
By-Laws. The phrase "whole Board" and the phrase "total number of
directors" shall be deemed to have the same meaning, to wit, the total
number of directors which the Corporation would have if there were no
vacancies. No election of directors need be by written ballot.
2. After the original or other By-Laws of the
corporation have been adopted, amended, or repealed, as the case may
be, in accordance with the provisions of Section 109 of the General
Corporation Law of the State of Delaware, and, after the Corporation
has received any payment for any of its stock, the power to adopt,
amend, or repeal the By-Laws
of the Corporation may be exercised by the Board of Directors of the
Corporation; provided however, that any provision for the
classification of directors of the Corporation for staggered terms
pursuant to the provisions of subsection (d) of Section 141 of the
General Corporation Law of the State of Delaware shall be set forth in
an initial By-Law or in a By-Law adopted by the stockholders entitled
to vote of the corporation unless provisions for such classification
shall be set forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue
only one class of stock, each outstanding share shall entitle the
holder thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the Corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (c)(2) of Section 242 of the Corporation Law of the State
of Delaware shall otherwise require; provided, that no share of any
such class which is otherwise denied voting power shall entitle the
holder thereof to vote upon the increase or decrease in the number of
authorized shares of said class.
NINTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the Corporation by
this certificate of incorporation are granted subject to the provisions of this
Article TENTH.
ELEVENTH: The effective date of the certificate of incorporation of
the Corporation, and the date upon which the existence of the Corporation shall
commence, shall be upon filing.
Signed on October 28, 1986 /s/ BRADFORD A. LEWIN
-----------------------------
Bradford A. Lewin
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN HOME FOOD PRODUCTS, INC.
(Pursuant to Section 242 of the General Corporation
Law of the State of Delaware)
American Home Food Products, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of Delaware (the
"Corporation"), hereby certifies the following:
FIRST: That Article First of the Certificate of Incorporation of the
Corporation be, and hereby is, amended and restated to read in its entirety as
follows:
FIRST: The name of this corporation (hereinafter called the
"Corporation") is International Home Foods, Inc.
SECOND: That Article Fourth of the Certificate of Incorporation of
the Corporation be, and hereby is, amended and restated to read in its entirety
as follows:
FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 2,000,000,000
shares, consisting of (i) 100,000,000 shares of preferred stock, par
value $0.01 per share (the "Preferred Stock"); and (ii) 1,900,000,000
shares of common stock, par value $0.01 per share ("the Common
Stock").
Upon the filing of this Certificate of Amendment of the
Certificate of Incorporation with the Delaware Secretary of State,
each share of the Corporation's Common Stock, no par value (the "Old
Common Stock"), issued and outstanding immediately prior to the
filing hereof shall, without any action on the part of the holder
thereof, be converted and reclassified into, and immediately represent
1,275,000 shares of Common Stock and upon delivery to the Corporation
of the certificate or certificates evidencing the shares of Old Common
Stock previously owned by such stockholder, as set forth on the
Corporation's stock register, the holder thereof shall be entitled to
receive a certificate or certificates representing the shares of
Common Stock into which such shares have been converted.
The designations and the powers, preferences, rights,
qualifications, limitations, and restrictions of the Common Stock and
the Preferred Stock are as follows:
1. Provisions Relating to the Common Stock.
(a) Dividends. Subject to the prior rights and
preferences, if any, applicable to shares of Preferred Stock or any
class or series thereof, each share of Common Stock shall entitle the
holder of record thereof to receive dividends out of funds legally
available therefor, when, as and if declared by the board of directors
of the Corporation in respect of Common Stock.
(b) Liquidation Rights. The holders of Common
Stock shall be entitled to share ratably in the net assets of the
Corporation remaining after any dissolution, liquidation or winding up
of the affairs of the Corporation, whether voluntary or involuntary,
and after payment or provision for the payment of the debts and
liabilities of the Corporation and payment of the liquidation
preference, if any, on any shares of capital stock of the Corporation
having such a preference. A dissolution, liquidation or winding-up of
the Corporation, as such terms are used in this paragraph (b), shall
not be deemed to be occasioned by, or to include, any consolidation or
merger of the Corporation with or into any other corporation or
corporations or other entity or a sale, lease, exchange or conveyance
of all, or any part of, the assets of the Corporation.
(c) Voting Rights. Each share of Common Stock
shall entitle the registered holder thereof to one vote on all matters
brought before the common stockholders of the Corporation for a vote.
2. Provisions Relating to the Preferred Stock.
(a) The Preferred Stock may be issued from time
to time in one or more classes or series, the shares of each class or
series to have any designations, powers, preferences and rights, and
qualifications, limitations and restrictions thereof, as are stated
and expressed in this Article and in the resolution or resolutions
providing for the issuance of such class or series adopted by the
board of directors of the Corporation as hereafter prescribed.
(b) Authority is hereby expressly granted to and
vested in the board of directors of the Corporation to authorize the
issuance of Preferred Stock from time to time in one or more classes
or series, and with respect to each class or series of the Preferred
Stock, to state by the resolution or resolutions from time to time
adopted providing for the issuance thereof the following:
(i) whether the class or series is to
have voting rights in addition to any voting rights required
by law, special or limited, and, if so, the terms of such
voting rights, or whether such class or series is to be
without voting rights, and whether such class or series is to
be entitled to vote as a separate class either alone or
together with the holders of one or more other classes or
series of stock;
(ii) the number of shares to constitute
the class or series and the designations thereof;
(iii) whether the shares of any class or
series shall be redeemable at the option of the Corporation or
the holders thereof or upon the happening of any
2
specified event, and, if redeemable, the redemption price or
prices (which may be payable in the form of cash, notes,
securities, or other property), and the time or times at
which, and the terms and conditions upon which, such shares
shall be redeemable and the manner of redemption;
(iv) whether the shares of a class or
series shall be subject to the operation of retirement or
sinking funds to be applied to the purchase or redemption of
such shares for retirement, and, if such retirement or sinking
fund or funds are to be established, the periodic amount
thereof, and the terms and provisions relative to the
operation thereof;
(v) the dividend rate, whether dividends
are payable in cash, stock of the Corporation, or other
property, the conditions upon which, and the times when, such
dividends are payable, the relative rights of priority, if
any, of payment of dividends on shares of that series and any
other class or series of stock, whether such dividends shall
be cumulative or noncumulative, and if cumulative, the date or
dates from which such dividends shall accumulate;
(vi) the preferences, if any, and the
amounts thereof which the holders of any class or series
thereof shall be entitled to receive upon the voluntary or
involuntary dissolution of, or upon any distribution of the
assets of, the Corporation, and whether or not a dissolution,
liquidation or winding-up of the Corporation, as such terms
are used in this paragraph (vi), shall be deemed to be
occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations
or other entity or a sale, lease, exchange or conveyance of
all, or any part of the assets of the Corporation;
(vii) whether the shares of any class or
series, at the option of the Corporation or the holder thereof
or upon the happening of any specified event, shall be
convertible into or exchangeable for the shares of any other
class or classes or of any other series of the same or any
other class or classes of stock, securities, or other property
of the Corporation and the conversion price or prices or ratio
or ratios or the rate or rates at which such conversion or
exchange may be made, with such adjustments, if any, as shall
be stated and expressed or provided for in such resolution or
resolutions, and any other terms and conditions of conversion
or exchange; and
(viii) any other powers, preferences and
relative, participating, optional, or other special rights, if
any, and the qualifications, limitations, or restrictions
thereof, if any, with respect to any class or series.
(c) The shares of each class or series of
Preferred Stock may vary from the shares of any other class or series
thereof in any or all of the foregoing respects and in any other
manner as shall be determined by the resolutions adopted by the board
of directors
3
providing for the issuance thereof. The board of directors of the
Corporation may increase the number of shares of the Preferred Stock
designated for any existing class or series by a resolution adding to
such class or series authorized and unissued shares of the Preferred
Stock not designated for any other class or series. The board of
directors of the Corporation may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a
resolution subtracting from such class or series authorized and
unissued shares of the Preferred Stock designated for such existing
class or series, and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.
THIRD: That a new Article Tenth of the Certificate of Incorporation
of the Corporation be, and hereby is, added to read in its entirety as follows:
TENTH: A director shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the
State of Delaware is amended after approval of the stockholders of
this Article to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State
of Delaware, as so amended. Any repeal or modification of this
Article by the stockholders shall not adversely affect any right or
protection of a director of the Corporation existing at the time of
such repeal or modification.
FOURTH: That Article Tenth of the Certificate of Incorporation of the
Corporation in effect immediately prior to this amendment be, and hereby is,
renumbered as Article Eleventh of the Certificate of Incorporation with no
other change, and that Article Eleventh of the Certificate of Incorporation of
the Corporation in effect immediately prior to this amendment be, and hereby
is, renumbered as Article Twelfth of the Certificate of Incorporation with no
other change.
FIFTH: That the foregoing amendments to the Certificate of
Incorporation were duly adopted by the board of directors of the Corporation in
accordance with the provisions of Section 141(f) and Section 242 of the
General Corporation Law of the State of Delaware.
SIXTH: That the foregoing amendments to the Certificate of
Incorporation were duly adopted and approved by written consent by the holders
of all shares of capital stock of the Corporation entitled to vote thereon in
accordance with the provisions of the Certificate of Incorporation and Section
228(a) and Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this instrument has been executed for, on behalf
of, and in the name of the Corporation by its officers thereunto duly
authorized on October 30, 1996.
AMERICAN HOME FOOD PRODUCTS, INC.
By: /s/ KENNETH J. MARTIN
-----------------------------------
Name: Kenneth J. Martin
Title: President
ATTEST:
By: /s/ CAROL G. EMERLING
--------------------------------
Name: Carol G. Emerling
Title: Secretary
4
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 |
| | 10/30/96 | | 8 |
| List all Filings |
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