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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.94M
Business-Combination Transaction
140: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 41K
141: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 45K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 105K
11: EX-3.10 Articles of Incorporation/Organization or Bylaws HTML 52K
12: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 42K
13: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 87K
14: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 38K
15: EX-3.14 Articles of Incorporation/Organization or Bylaws HTML 118K
16: EX-3.15 Articles of Incorporation/Organization or Bylaws HTML 50K
17: EX-3.16 Articles of Incorporation/Organization or Bylaws HTML 78K
18: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 54K
19: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 75K
20: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 39K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 39K
21: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 66K
22: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 39K
23: EX-3.22 Articles of Incorporation/Organization or Bylaws HTML 66K
24: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 61K
25: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 86K
26: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 50K
27: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 81K
28: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 40K
29: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 50K
30: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 40K
4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 48K
31: EX-3.30 Articles of Incorporation/Organization or Bylaws HTML 51K
32: EX-3.31 Articles of Incorporation/Organization or Bylaws HTML 76K
33: EX-3.32 Articles of Incorporation/Organization or Bylaws HTML 92K
34: EX-3.33 Articles of Incorporation/Organization or Bylaws HTML 90K
35: EX-3.34 Articles of Incorporation/Organization or Bylaws HTML 98K
36: EX-3.35 Articles of Incorporation/Organization or Bylaws HTML 44K
37: EX-3.36 Articles of Incorporation/Organization or Bylaws HTML 83K
38: EX-3.37 Articles of Incorporation/Organization or Bylaws HTML 47K
39: EX-3.38 Articles of Incorporation/Organization or Bylaws HTML 75K
40: EX-3.39 Articles of Incorporation/Organization or Bylaws HTML 45K
5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 95K
41: EX-3.40 Articles of Incorporation/Organization or Bylaws HTML 72K
6: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 41K
7: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 62K
8: EX-3.7 Articles of Incorporation/Organization or Bylaws HTML 67K
9: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 72K
10: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 36K
42: EX-4.4 Instrument Defining the Rights of Security Holders HTML 72K
43: EX-5.1 Opinion of Counsel re: Legality HTML 50K
44: EX-5.2 Opinion of Counsel re: Legality HTML 54K
45: EX-5.3 Opinion of Counsel re: Legality HTML 54K
46: EX-5.4 Opinion of Counsel re: Legality HTML 53K
47: EX-5.5 Opinion of Counsel re: Legality HTML 44K
48: EX-5.6 Opinion of Counsel re: Legality HTML 46K
49: EX-5.7 Opinion of Counsel re: Legality HTML 51K
50: EX-8.1 Opinion of Counsel re: Tax Matters HTML 45K
51: EX-10.35 Material Contract HTML 61K
52: EX-10.36 Material Contract HTML 53K
54: EX-23.1 Consent of Experts or Counsel HTML 39K
55: EX-23.2 Consent of Experts or Counsel HTML 39K
56: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 75K
or T-2
57: EX-99.1 Miscellaneous Exhibit HTML 156K
58: EX-99.2 Miscellaneous Exhibit HTML 56K
59: EX-99.3 Miscellaneous Exhibit HTML 46K
53: EX-12.1 Statement re: Computation of Ratios HTML 50K
136: R1 Document and Entity Information Document HTML 67K
108: R2 Statement of Financial Position HTML 141K
104: R3 Statement of Financial Position Statement of HTML 45K
Financial Position Parenthetical Disclosures
69: R4 Statement of Income HTML 96K
106: R5 Statement of Cash Flows HTML 170K
90: R6 Statement of Shareholders' Equity HTML 107K
124: R7 Statement of Comprehensive Income Statement HTML 63K
91: R8 Description of Business HTML 47K
93: R9 Significant Accounting Policies HTML 275K
70: R10 Inventory HTML 50K
92: R11 Property, Plant and Equipment HTML 56K
123: R12 Debt HTML 111K
118: R13 Derivative Financial Instruments HTML 191K
105: R14 Fair Value of Financial Instruments HTML 108K
132: R15 Income Taxes HTML 216K
122: R16 Employee Benefit Plans HTML 263K
66: R17 Segment Information HTML 192K
74: R18 Commitments and Contingencies HTML 50K
131: R19 Related Party Transactions HTML 54K
135: R20 Restructuring and Related Charges HTML 192K
137: R21 Acquisitions HTML 181K
134: R22 New Accounting Pronouncements HTML 43K
111: R23 Quarterly Results (Unaudited) HTML 83K
71: R24 Significant Accounting Policies (Policies) HTML 406K
89: R25 Derivative Financial Instruments Policies HTML 59K
(Policies)
79: R26 Significant Accounting Policies (Tables) HTML 147K
78: R27 Inventory (Tables) HTML 49K
95: R28 Property, Plant and Equipment (Tables) HTML 59K
110: R29 Goodwill and Intangible Assets (Tables) HTML 338K
120: R30 Debt (Tables) HTML 91K
84: R31 Derivative Financial Instruments (Tables) HTML 166K
96: R32 Fair Value of Financial Instruments (Tables) HTML 97K
127: R33 Income Taxes (Tables) HTML 202K
81: R34 Employee Benefit Plans (Tables) HTML 190K
116: R35 Segment Information (Tables) HTML 182K
117: R36 Commitments and Contingencies (Tables) HTML 48K
97: R37 Restructuring and Related Charges (Tables) HTML 187K
77: R38 Acquisitions (Tables) HTML 172K
115: R39 Quarterly Results (Unaudited) (Tables) HTML 69K
82: R40 Description of Business (Details) HTML 40K
94: R41 Significant Accounting Policies Shipping, Handling HTML 46K
and Advertising Costs (Details)
121: R42 Significant Accounting Policies Concentration of HTML 47K
Risk (Details)
87: R43 Significant Accounting Policies Comprehensive HTML 123K
Income Tax Effects (Details)
112: R44 Significant Accounting Policies Other Disclosures HTML 53K
(Details)
103: R45 Significant Accounting Policies Stock Compensation HTML 101K
Activity (Details)
80: R46 Significant Accounting Policies Change in HTML 47K
Accounting Principle (Details)
126: R47 Significant Accounting Policies Acquisition and HTML 56K
Integration Costs (Details)
75: R48 Inventory (Details) HTML 52K
83: R49 Property, Plant and Equipment (Details) HTML 56K
102: R50 Goodwill and Intangible Assets (Details) HTML 124K
109: R51 Goodwill and Intangible Assets Schedule of HTML 58K
Goodwill (Details)
125: R52 Goodwill and Intangible Assets Schedule of HTML 56K
Indefinite Lived Intangibles (Details)
67: R53 Goodwill and Intangible Assets Schedule of HTML 113K
Intangibles Subject to Amortization (Details)
113: R54 Debt (Details) HTML 107K
99: R55 Debt Additional Details (Details) HTML 68K
73: R56 Derivative Financial Instruments Balances in the HTML 57K
Statement of Financial Position (Details)
76: R57 Derivative Financial Instruments Income and AOCI HTML 88K
Effects (Details)
107: R58 Derivative Financial Instruments Additional HTML 69K
Details (Details)
129: R59 Fair Value of Financial Instruments (Details) HTML 72K
139: R60 Income Taxes (Details) HTML 305K
138: R61 Employee Benefit Plans (Details) HTML 204K
119: R62 Segment Information (Details) HTML 127K
86: R63 Commitments and Contingencies (Details) HTML 65K
85: R64 Related Party Transactions (Details) HTML 87K
114: R65 Restructuring and Related Charges (Details) HTML 120K
128: R66 Acquisitions (Details) HTML 342K
72: R67 Consolidating Financial Statements Statement of HTML 220K
Financial Position
133: R68 Consolidating Financial Statements Statement of HTML 158K
Operations (Details)
88: R69 Consolidating Financial Statements Statement of HTML 84K
Comprehensive Income (Details)
98: R70 Consolidating Financial Statements Statement of HTML 179K
Cash Flows (Details)
101: XML IDEA XML File -- Filing Summary XML 145K
68: EXCEL IDEA Workbook of Financial Reports XLSX 478K
100: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 4.45M
60: EX-101.INS XBRL Instance -- spb-20131127 XML 6.68M
62: EX-101.CAL XBRL Calculations -- spb-20131127_cal XML 101K
63: EX-101.DEF XBRL Definitions -- spb-20131127_def XML 1.47M
64: EX-101.LAB XBRL Labels -- spb-20131127_lab XML 2.24M
65: EX-101.PRE XBRL Presentations -- spb-20131127_pre XML 1.62M
61: EX-101.SCH XBRL Schema -- spb-20131127 XSD 224K
130: ZIP XBRL Zipped Folder -- 0001193125-13-459655-xbrl Zip 456K
| EX-3.30 |
Exhibit 3.30
OPERATING AGREEMENT
OF
SB/RH HOLDINGS, LLC
Dated: May 24, 2010
This Operating Agreement (this “Agreement”) of SB/RH Holdings, LLC, a Delaware limited liability company (the “Company”), is adopted and entered into by Spectrum Brands Holdings, Inc., as sole member (the “Sole Member”).
For the purpose of forming a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (as amended from time to time, the “Act”), the Sole Member hereby agrees and states as follows:
1. Name. The name of the Company is SB/RH Holdings, LLC.
2. Purpose. The purpose of the Company is (a) to engage in any lawful act or activity for which limited liability companies may be organized under the Act as determined by the Sole Member and any additional members (such members, along with the Sole Member, the “Members”) and (b) to engage in any and all activities necessary or incidental to the foregoing as determined by the Members. The Company shall have the authority to take all actions necessary or convenient to accomplish its purpose and operate its business as described in this Section 2.
3. Registered Office and Agent. The Company shall maintain a Delaware registered office and have Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware 19808 serve as the registered agent for the service of process as required by the Act. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Company shall promptly designate a registered agent or file a notice of change of address, as the case may be.
4. Principal Office. The Company shall have a single principal office which shall at all times be located within the United States. The principal office shall be located at such place as shall be designated by the Members of the Company, which may thereafter be changed from time to time.
5. Term. The Company shall commence upon the filing of the Certificate of Formation substantially in the form of Exhibit A annexed hereto with the Secretary of State of the State of Delaware and shall continue in existence until dissolved in accordance with the Act and this Agreement.
6. Members. The Company presently has one member. The name and the mailing address of the Sole Member is as follows:
Spectrum Brands Holdings, Inc.
c/o Russell Hobbs, Inc.
3633 S. Flamingo Road
7. Management
(a) Sole Member Management. Except as otherwise expressly provided for in this Agreement, management of the Company shall be vested in the Sole Member in accordance with Section 18-402 of the Act. The Sole Member shall have the sole and exclusive responsibility and authority for the management, conduct and operation of the Company’s business in all respects and in all matters, except to the extent that the Sole Member agrees to delegate any such responsibility or authority to any manager, officer, employee or agent of the Company.
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(b) Officers. The Sole Member may appoint officers to run the day-to-day operations of the Company. The officers may be a Chief Executive Officer, a President, a Treasurer, a Vice President, a Secretary or other such officer, as the Sole Member may elect from time to time. Officers so appointed shall hold office until their successors shall have been duly appointed and shall have qualified, or until their death, or until they shall have resigned, or have been removed.
8. Authority of Members to Bind the Company. Only the Sole Member and any manager, officer, employee or agent of the Company authorized by the Sole Member shall have the authority to bind the Company.
9. Capital Contributions. The Members shall contribute capital to the Company from time to time as the Sole Member shall require with such capital contribution being made by the Members pro rata in accordance with their membership interests.
10. Allocation of Profits and Losses. All income, gains and losses will be allocated to the capital accounts of each of the Members in accordance with their membership interests.
11. Distributions. The Members will receive distributions if, upon winding up of the Company, the assets or proceeds available exceed the amount required for the payment and discharge of all of the Company’s debts and liabilities. Other than as stated above, distributions to the Members shall be in the discretion of the Sole Member. The Sole Member may, in its discretion, make distributions to a Member which may include a return of all or any part of the Member’s contribution. The Members have no right to demand or receive property other than cash from the Company in return for their capital contributions.
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12. Bank Accounts. Funds of the Company shall be deposited in a Company account or accounts in the bank or banks as selected by the Company. Withdrawals from these bank accounts shall only be made by (a) the Sole Member or (b) such other parties as may be approved by the Sole Member.
13. Amendments. Amendments to this Agreement may be made only with the consent of the Sole Member or, if at such time there shall be additional Members, all the Members.
14. Assignments of Interest of a Member. A Member may assign in whole or part such Member’s membership interest in the Company only with the consent of the Sole Member.
15. Withdrawal or Resignation. A Member may withdraw from the Company in accordance with the Act.
16. Admission of Additional Members. One or more additional Members of the Company may be admitted to the Company with the consent of the Sole Member or, if at such time there shall be additional Members, all of the Members.
17. Liability of Members.
(a) The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.
(b) The Sole Member exercising management powers or responsibilities for or on behalf of the Company shall not have personal liability to the Company or its members for damages for any breach of duty in such capacity, provided
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that nothing in this Section 17(b) shall eliminate or limit the liability of the Sole Member if a judgment or other final adjudication adverse to the Sole Member establishes that the Sole Member’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, or that the Sole Member personally gained through such act or omission a financial profit or other advantage to which the Sole Member was not legally entitled, or that with respect to a distribution to the Members under Section 18-607 of the Act the Sole Member’s acts were not performed in accordance with Section 18-302(d) of the Act.
18. Indemnification. To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each of the Members and officers, employees and agents, if any, of the Company (collectively, the “Indemnitees”), against any losses, claims, damages or liabilities, including, without limitation, legal and other expenses incurred in investigating or defending against any such loss, claim, damages or liabilities, and any amounts expended in settlement of any claim (collectively, “Liabilities”), to which any Indemnitee may become subject by reason of any act or omission (even if negligent or grossly negligent) performed or omitted to be performed on behalf of the Company or by reason of the fact that such Indemnitee is or was a Member, or officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, trustee, manager, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise, provided, however, that no indemnification may be made to or on behalf of any Indemnitee if a judgment or other final adjudication adverse to such Indemnitee establishes (a) that his or her acts or omissions were committed in bad faith or involved
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intentional misconduct or a knowing violation of law or (b) that he or she personally gained through such an act or omission a financial profit or other advantage to which he or she was not legally entitled. The provisions of this Section shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains a Member, officer, employee, or agent of the Company. Any indemnity under this Section 18 or otherwise shall be paid out of and to the extent of the Company’s assets only.
19. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the consent of the Sole Member or, if any additional members shall have been added, all Members; or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. In the absence of either of the foregoing, the Company shall be dissolved and its affairs wound up upon the bankruptcy or dissolution of the Sole Member or, if any additional members shall have been added, all of the Members or as otherwise specifically required by the Act.
20. Liquidation. Upon a dissolution pursuant to Section 19, the Company’s business and assets shall be liquidated in an orderly manner. The Sole Member (or, if at such time there shall be additional Members, all the Members) shall designate a person to be the liquidator to wind up the affairs of the Company. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of Company assets in accordance with the Act in any manner that the liquidator shall determine, provided that any distribution to one or more Members shall be made in accordance with Section 11.
21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, without regard to the principles of conflicts of laws of such State.
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22. Severability. In the event that any provision of this Agreement shall be declared to be invalid, illegal or unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action Would substantially impair the benefits to any party of the remaining provisions of this Agreement.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Sole Member, intending to be legally bound hereby, has duly executed this Agreement as the date first written above.
| SOLE MEMBER:
SPECTRUM BRANDS HOLDINGS, INC. | ||
| By: | ||
| Name: Lisa R. Carstarphen Title: Vice President and Secretary | ||
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 12/3/13 | |||
| Filed on: | 12/2/13 | |||
| 5/24/10 | 425, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/25/24 Spectrum Brands Holdings, Inc. 10-K/A 9/30/23 16:2.2M 11/21/23 Spectrum Brands Holdings, Inc. 10-K 9/30/23 162:24M 1/26/23 Spectrum Brands Holdings, Inc. 10-K/A 9/30/22 16:1.3M Donnelley … Solutions/FA 11/22/22 Spectrum Brands Holdings, Inc. 10-K 9/30/22 165:27M 1/21/22 Spectrum Brands Holdings, Inc. 10-K/A 9/30/21 16:2M Donnelley … Solutions/FA 11/23/21 Spectrum Brands Holdings, Inc. 10-K 9/30/21 161:26M 1/27/21 Spectrum Brands Holdings, Inc. 10-K/A 9/30/20 16:1.9M Donnelley … Solutions/FA 11/18/20 Spectrum Brands Holdings, Inc. 10-K 9/30/20 154:27M |