Registration Statement – Securities for a Merger — Form S-4 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4 Registration Statement - Securities for a Merger HTML 867K
9: EX-3.10 Articles of Incorporation/Organization or Bylaws HTML 126K
10: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 97K
11: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 73K
12: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 44K
13: EX-3.14 Articles of Incorporation/Organization or Bylaws HTML 127K
14: EX-3.15 Articles of Incorporation/Organization or Bylaws HTML 39K
15: EX-3.16 Articles of Incorporation/Organization or Bylaws HTML 48K
16: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 52K
17: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 68K
18: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 47K
19: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 73K
20: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 364K
21: EX-3.22 Articles of Incorporation/Organization or Bylaws HTML 88K
22: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 596K
23: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 176K
24: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 68K
25: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 74K
26: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 44K
27: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 126K
28: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 43K
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 50K
29: EX-3.30 Articles of Incorporation/Organization or Bylaws HTML 87K
30: EX-3.31 Articles of Incorporation/Organization or Bylaws HTML 61K
31: EX-3.32 Articles of Incorporation/Organization or Bylaws HTML 74K
32: EX-3.33 Articles of Incorporation/Organization or Bylaws HTML 142K
33: EX-3.34 Articles of Incorporation/Organization or Bylaws HTML 82K
34: EX-3.35 Articles of Incorporation/Organization or Bylaws HTML 118K
35: EX-3.36 Articles of Incorporation/Organization or Bylaws HTML 69K
36: EX-3.37 Articles of Incorporation/Organization or Bylaws HTML 37K
37: EX-3.38 Articles of Incorporation/Organization or Bylaws HTML 74K
38: EX-3.39 Articles of Incorporation/Organization or Bylaws HTML 56K
3: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 89K
39: EX-3.40 Articles of Incorporation/Organization or Bylaws HTML 87K
40: EX-3.41 Articles of Incorporation/Organization or Bylaws HTML 207K
41: EX-3.42 Articles of Incorporation/Organization or Bylaws HTML 74K
42: EX-3.43 Articles of Incorporation/Organization or Bylaws HTML 104K
43: EX-3.44 Articles of Incorporation/Organization or Bylaws HTML 82K
44: EX-3.45 Articles of Incorporation/Organization or Bylaws HTML 38K
45: EX-3.46 Articles of Incorporation/Organization or Bylaws HTML 126K
46: EX-3.47 Articles of Incorporation/Organization or Bylaws HTML 68K
47: EX-3.48 Articles of Incorporation/Organization or Bylaws HTML 126K
48: EX-3.49 Articles of Incorporation/Organization or Bylaws HTML 82K
4: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 59K
49: EX-3.50 Articles of Incorporation/Organization or Bylaws HTML 126K
50: EX-3.51 Articles of Incorporation/Organization or Bylaws HTML 201K
51: EX-3.52 Articles of Incorporation/Organization or Bylaws HTML 74K
52: EX-3.53 Articles of Incorporation/Organization or Bylaws HTML 52K
53: EX-3.54 Articles of Incorporation/Organization or Bylaws HTML 80K
54: EX-3.55 Articles of Incorporation/Organization or Bylaws HTML 47K
55: EX-3.56 Articles of Incorporation/Organization or Bylaws HTML 74K
56: EX-3.57 Articles of Incorporation/Organization or Bylaws HTML 60K
57: EX-3.58 Articles of Incorporation/Organization or Bylaws HTML 87K
58: EX-3.59 Articles of Incorporation/Organization or Bylaws HTML 105K
5: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 87K
59: EX-3.60 Articles of Incorporation/Organization or Bylaws HTML 87K
60: EX-3.61 Articles of Incorporation/Organization or Bylaws HTML 51K
61: EX-3.62 Articles of Incorporation/Organization or Bylaws HTML 76K
62: EX-3.63 Articles of Incorporation/Organization or Bylaws HTML 61K
63: EX-3.64 Articles of Incorporation/Organization or Bylaws HTML 87K
64: EX-3.65 Articles of Incorporation/Organization or Bylaws HTML 51K
65: EX-3.66 Articles of Incorporation/Organization or Bylaws HTML 74K
6: EX-3.7 Articles of Incorporation/Organization or Bylaws HTML 34K
7: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 53K
8: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 35K
66: EX-5.1 Opinion of Counsel re: Legality HTML 51K
67: EX-5.2 Opinion of Counsel re: Legality HTML 46K
68: EX-5.3 Opinion of Counsel re: Legality HTML 48K
69: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 40K
of Security Holders
70: EX-23.1 Consent of Expert or Counsel HTML 31K
71: EX-24.1 Power of Attorney HTML 40K
72: EX-24.2 Power of Attorney HTML 40K
73: EX-24.3 Power of Attorney HTML 35K
74: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 156K
80: EX-FILING FEES Filing Fees HTML 41K
75: EX-99.1 Miscellaneous Exhibit HTML 138K
76: EX-99.2 Miscellaneous Exhibit HTML 55K
77: EX-99.3 Miscellaneous Exhibit HTML 38K
78: EX-99.4 Miscellaneous Exhibit HTML 43K
79: EX-99.5 Miscellaneous Exhibit HTML 40K
86: R1 Cover HTML 65K
87: R2 Summarized Statements of Operations HTML 75K
88: R3 Summarized Balance Sheets HTML 60K
91: XML IDEA XML File -- Filing Summary XML 59K
89: XML XBRL Instance -- lkq-20230901_htm XML 58K
90: EXCEL IDEA Workbook of Financial Report Info XLSX 10K
82: EX-101.CAL XBRL Calculations -- lkq-20230901_cal XML 34K
83: EX-101.DEF XBRL Definitions -- lkq-20230901_def XML 80K
84: EX-101.LAB XBRL Labels -- lkq-20230901_lab XML 155K
85: EX-101.PRE XBRL Presentations -- lkq-20230901_pre XML 101K
81: EX-101.SCH XBRL Schema -- lkq-20230901 XSD 41K
92: JSON XBRL Instance as JSON Data -- MetaLinks 53± 89K
93: ZIP XBRL Zipped Folder -- 0001065696-23-000087-xbrl Zip 1.12M
‘EX-3.65’ — Articles of Incorporation/Organization or Bylaws
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WARN INDUSTRIES, INC.” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE FOURTEENTH DAY OF OCTOBER, A.D. 2003, AT 10:57 O’CLOCK A.M.
CERTIFICATE
OF OWNERSHIP, FILED THE TWENTY-FOURTH DAY OF OCTOBER, A.D. 2003, AT 4:05 O’CLOCK P.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SECOND DAY OF NOVEMBER, A.D. 2017, AT 3:48 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “WARN INDUSTRIES, INC.”.
You may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATE
OF INCORPORATION
OF
WARN INDUSTRIES, INC.
* * * * *
1. Name. The name of the Corporation is Warn Industries, Inc.
2. Registered Agent and Address. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware19808. The name of its registered agent at such address is Corporation Service Company.
3. Purpose. The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
4. Powers and Privileges. In furtherance of the objects and purposes of the Corporation, the Corporation shall have all the powers and privileges granted by the General Corporation Law of Delaware, by any other law, or by this Certificate of Incorporation.
5. Capitalization. The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, having a par value of One Dollar ($1.00) per share.
6. Incorporator. The name and mailing address of the Incorporator are as follows:
7. Board
of Directors. The powers of the Incorporator shall terminate upon the election of a Board of Directors of the Corporation. The number of members of the Board of Directors of the Corporation shall initially be three and shall thereafter be as set forth in the Bylaws.
8. Duration. The Corporation is to have perpetual existence.
9. Limited Liability. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.
10. Authority of the Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized:
(a) To
make, alter or repeal the Bylaws of the Corporation;
(b) To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation; and
(c) To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purposes and
to abolish any such reserve in the manner in which it was created.
11. General. Meetings of the stockholders may be held within or outside the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) within or outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
12. Amendment. The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
13. Liability of Directors. To the fullest extent permitted by the General Corporation Law of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to or repeal of this Article 13 shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does make this Certificate, hereby declaring and certifying that
this is his act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this the 13th day of October, 2003.
CERTIFICATE
OF OWNERSHIP AND MERGER OF FOREIGN PARENT INTO DOMESTIC SUBSIDIARY
WARN INDUSTRIES, INC., AN OREGON CORPORATION, INTO WARN INDUSTRIES, INC., A DELAWARE CORPORATION (UNDER SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
WARN INDUSTRIES, INC., a corporation incorporated under the laws of the State of Oregon (the “Corporation”), does hereby certify that:
1. The Corporation owns all of the outstanding shares of capital stock of Warn Industries, Inc., a corporation incorporated under the laws of the State of Delaware on October 14, 2003 (“Warn Delaware”).
2. The Corporation by resolution of its Board of Directors duly adopted on October 15, 2003,
did determine to merge itself with and into Warn Delaware, which resolutions are as follows:
RESOLVED, that the Board of Directors deems it in the best interests of the Corporation and its sole shareholder to change its jurisdiction of incorporation from the State of Oregon to the State of Delaware pursuant to the Plan and Agreement of Merger (the “Plan of Merger”) presented to the Board, which Plan of Merger provides for the Merger of the Corporation with and into Warn Industries, Inc., a Delaware corporation (“Warn Delaware”), which is a whollyowned subsidiary of the Corporation, and the issuance of the capital stock of Warn Delaware to the holders of the capital stock of the Corporation; and that the President, any Vice President, Secretary or any other officer of the Corporation be, and each of them hereby is, authorized and empowered to execute and deliver the Plan of Merger in such form as may be approved
by said officers executing the same, such approval and acceptance of the Plan of Merger to be conclusively evidenced by the execution and delivery thereof; and to execute, deliver, certify, record and file all such certificates, agreements, documents and other instruments, including this Certificate of Merger as required under the Delaware General Corporation Law and a copy of the Certificate of Merger, as filed in Delaware for the purpose of effecting the merger, certified by the Delaware Secretary of State as required under the Oregon Business Corporation Act, as the said officer or officers may be deemed necessary to effect the merger; and further
RESOLVED, that subject to the approval by the sole shareholder, the President, any Vice President, Secretary or any other officer of the Corporation be, and each of them hereby is, authorized and empowered to do and perform all such acts and things and to execute and deliver any
and all documents, agreements and instruments, and to take any and all such actions as they may deem necessary, desirable or proper in order to carry out the intent and purposes of the foregoing resolutions.
RESOLVED, that the Corporation’s entry into and performance under the Plan of Merger be submitted for consideration by the sole shareholder of the Corporation and that the Board of Directors does hereby recommend that the sole shareholder approve such actions.
3. The
proposed merger of the Corporation with and into the Warn Delaware has been adopted, approved, certified, executed and acknowledged by the Corporation and the sole shareholder in accordance with the laws of the State of Oregon.
4. Warn Delaware shall be the surviving corporation and its Certificate of Incorporation shall be the surviving Certificate of Incorporation.
IN WITNESS WHEREOF, this Corporation has caused this Certificate to be signed by its authorized officers this 15th day of October, 2003.
STATE
OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE
The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Warn Industries, Inc.
2. The Registered Office of the corporation in the State of Delaware is changed to 3411 Silverside Road Tatnall Building #104 (street), in the City of Wilmington, County of New Castle, Zip Code 19810. The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporate Creations Network Inc.
3. The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.
