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 HTML 2.54M
Business-Combination Transaction
2: EX-1.1 Underwriting Agreement 44 211K
28: EX-3.1(AA) Articles of Incorporation/Organization or By-Laws 9 44K
29: EX-3.1(AB) Articles of Incorporation/Organization or By-Laws 3 26K
30: EX-3.1(AC) Articles of Incorporation/Organization or By-Laws 10 43K
31: EX-3.1(AD) Articles of Incorporation/Organization or By-Laws 4 29K
32: EX-3.1(AE) Articles of Incorporation/Organization or By-Laws 3 30K
33: EX-3.1(AF) Articles of Incorporation/Organization or By-Laws 6 39K
34: EX-3.1(AG) Articles of Incorporation/Organization or By-Laws 11 39K
35: EX-3.1(AH) Articles of Incorporation/Organization or By-Laws 4 27K
36: EX-3.1(AI) Articles of Incorporation/Organization or By-Laws 4 31K
37: EX-3.1(AJ) Articles of Incorporation/Organization or By-Laws 21 69K
38: EX-3.1(AK) Articles of Incorporation/Organization or By-Laws 6 34K
39: EX-3.1(AL) Articles of Incorporation/Organization or By-Laws 5 40K
40: EX-3.1(AM) Articles of Incorporation/Organization or By-Laws 5 32K
41: EX-3.1(AN) Articles of Incorporation/Organization or By-Laws 4 31K
42: EX-3.1(AO) Articles of Incorporation/Organization or By-Laws 5 36K
43: EX-3.1(AP) Articles of Incorporation/Organization or By-Laws 3 31K
44: EX-3.1(AQ) Articles of Incorporation/Organization or By-Laws 4 29K
45: EX-3.1(AR) Articles of Incorporation/Organization or By-Laws 3 26K
46: EX-3.1(AS) Articles of Incorporation/Organization or By-Laws 3 31K
47: EX-3.1(AT) Articles of Incorporation/Organization or By-Laws 9 55K
48: EX-3.1(AU) Articles of Incorporation/Organization or By-Laws 12 52K
49: EX-3.1(AV) Articles of Incorporation/Organization or By-Laws 12 50K
50: EX-3.1(AW) Articles of Incorporation/Organization or By-Laws 7 47K
51: EX-3.1(AX) Articles of Incorporation/Organization or By-Laws 15 47K
52: EX-3.1(AY) Articles of Incorporation/Organization or By-Laws 14 58K
53: EX-3.1(AZ) Articles of Incorporation/Organization or By-Laws 8 40K
3: EX-3.1(B) Articles of Incorporation/Organization or By-Laws 5 35K
54: EX-3.1(BA) Articles of Incorporation/Organization or By-Laws 11 47K
55: EX-3.1(BB) Articles of Incorporation/Organization or By-Laws 19 73K
56: EX-3.1(BC) Articles of Incorporation/Organization or By-Laws 21 62K
57: EX-3.1(BD) Articles of Incorporation/Organization or By-Laws 16 54K
58: EX-3.1(BE) Articles of Incorporation/Organization or By-Laws 9 49K
59: EX-3.1(BF) Articles of Incorporation/Organization or By-Laws 18 58K
60: EX-3.1(BG) Articles of Incorporation/Organization or By-Laws 5 31K
61: EX-3.1(BH) Articles of Incorporation/Organization or By-Laws 3 30K
62: EX-3.1(BI) Articles of Incorporation/Organization or By-Laws 5 32K
63: EX-3.1(BJ) Articles of Incorporation/Organization or By-Laws 9 41K
64: EX-3.1(BK) Articles of Incorporation/Organization or By-Laws 4 30K
65: EX-3.1(BL) Articles of Incorporation/Organization or By-Laws 3 30K
66: EX-3.1(BM) Articles of Incorporation/Organization or By-Laws 4 29K
67: EX-3.1(BN) Articles of Incorporation/Organization or By-Laws 3 30K
68: EX-3.1(BO) Articles of Incorporation/Organization or By-Laws 4 31K
69: EX-3.1(BP) Articles of Incorporation/Organization or By-Laws 5 38K
70: EX-3.1(BQ) Articles of Incorporation/Organization or By-Laws 3 29K
71: EX-3.1(BR) Articles of Incorporation/Organization or By-Laws 3 30K
72: EX-3.1(BS) Articles of Incorporation/Organization or By-Laws 15 47K
4: EX-3.1(C) Articles of Incorporation/Organization or By-Laws 2 26K
5: EX-3.1(D) Articles of Incorporation/Organization or By-Laws 2 26K
6: EX-3.1(E) Articles of Incorporation/Organization or By-Laws 2 26K
7: EX-3.1(F) Exhibit 3.1(G) 3 28K
8: EX-3.1(G) Articles of Incorporation/Organization or By-Laws 9 43K
9: EX-3.1(H) Articles of Incorporation/Organization or By-Laws 10 50K
10: EX-3.1(I) Articles of Incorporation/Organization or By-Laws 17 65K
11: EX-3.1(J) Articles of Incorporation/Organization or By-Laws 1 23K
12: EX-3.1(K) Articles of Incorporation/Organization or By-Laws 2 26K
13: EX-3.1(L) Articles of Incorporation/Organization or By-Laws 3 30K
14: EX-3.1(M) Articles of Incorporation/Organization or By-Laws 3 27K
15: EX-3.1(N) Articles of Incorporation/Organization or By-Laws 6 32K
16: EX-3.1(O) Articles of Incorporation/Organization or By-Laws 2 26K
17: EX-3.1(P) Articles of Incorporation/Organization or By-Laws 16 62K
18: EX-3.1(Q) Articles of Incorporation/Organization or By-Laws 10 44K
19: EX-3.1(R) Articles of Incorporation/Organization or By-Laws 3 29K
20: EX-3.1(S) Articles of Incorporation/Organization or By-Laws 9 41K
21: EX-3.1(T) Articles of Incorporation/Organization or By-Laws 10 45K
22: EX-3.1(U) Articles of Incorporation/Organization or By-Laws 6 38K
23: EX-3.1(V) Articles of Incorporation/Organization or By-Laws 5 30K
24: EX-3.1(W) Articles of Incorporation/Organization or By-Laws 4 32K
25: EX-3.1(X) Articles of Incorporation/Organization or By-Laws 2 25K
26: EX-3.1(Y) Articles of Incorporation/Organization or By-Laws 2 26K
27: EX-3.1(Z) Exhibit 3.1 2 26K
73: EX-3.2(B) Articles of Incorporation/Organization or By-Laws 17 84K
77: EX-4.11 Instrument Defining the Rights of Security Holders 168 680K
78: EX-4.12 Instrument Defining the Rights of Security Holders 6 40K
74: EX-4.5 Instrument Defining the Rights of Security Holders 4 34K
75: EX-4.6 Instrument Defining the Rights of Security Holders 7 46K
76: EX-4.8 Instrument Defining the Rights of Security Holders 6 40K
79: EX-5.1 Opinion re: Legality 5 39K
80: EX-10.2 Material Contract 157 409K
81: EX-12.1 Statement re: Computation of Ratios 2± 26K
82: EX-23.2 Consent of Experts or Counsel 1 23K
83: EX-25.1 Statement re: Eligibility of Trustee HTML 81K
84: EX-99.1 Miscellaneous Exhibit HTML 82K
85: EX-99.2 Miscellaneous Exhibit HTML 37K
86: EX-99.3 Miscellaneous Exhibit HTML 26K
87: EX-99.4 Miscellaneous Exhibit HTML 31K
88: EX-99.5 Miscellaneous Exhibit HTML 30K
EX-3.1(BD) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1(BD)
ARTICLES OF INCORPORATION
OF
WAHIAWA WATER COMPANY, INC.
THESE ARTICLES OF INCORPORATION, made and entered into this 24
day of June, 1975, by and between the undersigned being all residents of the
City and County of Honolulu, State of Hawaii, United States of America:
WITNESSETH:
That the parties hereto, desiring to become incorporated as a
corporation in accordance with the laws of the State of Hawaii, and to obtain
the rights and benefits conferred by said laws upon corporations, do hereby
associate themselves together and unite and form a corporation, and do make and
enter into the following Articles of Incorporation, the terms whereof it is
agreed shall be equally obligatory upon the parties signing this instrument and
upon all the parties who from time to time may hold stock in the corporation:
I
NAME
The name of the corporation shall be:
WAHIAWA WATER COMPANY, INC.
II
OFFICES
The location of the principal office of the corporation shall
be in the City of Honolulu, Hawaii, State of Hawaii, and the mailing address of
the initial office of the corporation shall be Suite 2200, 130 Merchant Street,
Honolulu, Hawaii 96813. The corporation may have such other offices within and
without the State of Hawaii as its business may from time to time require.
III
CAPITAL STOCK
The authorized capital of the corporation shall be $50,000.
The number of shares of stock that the corporation is authorized to issue shall
be 50,000 shares, all of said stock being of the same class. The aggregate par
value of said stock shall be $50,000 and the par value of each of said shares
shall be $1.00.
The corporation may from time to time increase or extend its
capital stock up to a limit of $1,000,000. Any such increase or extension of the
capital stock of the corporation may be represented by any class or classes of
stock.
IV
INITIAL DIRECTORS AND OFFICERS
The names and mailing addresses of the persons who are to act
as the initial directors and officers of the corporation are as follows:
2
Directors
Names Mailing Addresses
HENRY B. CLARK, JR. Suite 2200
130 Merchant Street
Honolulu, Hawaii 96813
ROBERT S. GORDON Suite 2200
130 Merchant Street
Honolulu, Hawaii 96813
D. J. KIRCHHOFF Suite 2200
130 Merchant Street
Honolulu, Hawaii 96813
LEONARD MARKS JR. Suite 2200
130 Merchant Street
Honolulu, Hawaii 96813
W. W. PATY, JR. Suite 2200
130 Merchant Street
Honolulu, Hawaii 96813
Officers
Names Mailing Addresses
ROBERT S. GORDON Suite 2200
Chairman of the Board 130 Merchant Street
Honolulu, Hawaii 96813
W. W. PATY, JR. Suite 2200
President 130 Merchant Street
Honolulu, Hawaii 96813
JOSHUA LEE Suite 2200
Vice President-Treasurer 130 Merchant Street
Honolulu, Hawaii 96813
GEORGE W. Y. YIM Suite 2200
Vice President-Assist. Secretary 130 Merchant Street
Honolulu, Hawaii 96813
S. P. McCURDY Suite 2200
Secretary 130 Merchant Street
Honolulu, Hawaii 96813
SADAMI TANAKA Suite 2200
Controller-Assist. Treasurer 130 Merchant Street
Honolulu, Hawaii 96813
3
V
PURPOSES AND POWERS
The purposes for which the corporation is organized and its
powers in connection therewith are as follows:
(1) To engage generally in the business of an irrigation
corporation in the Districts of Wahiawa and Waialua, City and County of
Honolulu, Hawaii and, in connection therewith, to develop, store,
convey, distribute and transmit irrigation water to farmers and
agricultural producers located within (and only within) said Districts;
(2) Subject to the approval and adoption of a resolution
therefor by the Board of Directors of the corporation, to act as a
public utility within the City and County of Honolulu, Hawaii and to
file and apply for the rates, tariffs, charges and conditions of
service necessary or desirable in order to act as and to exercise the
rights and powers of an irrigation corporation provided for in Hawaii
Revised Statutes, Sections 101-41 through 101-44 as in effect as of the
date hereof;
(3) To buy, take leases of or otherwise acquire, hold, own,
use, improve, develop, cultivate, grant bargain, sell, convey, lease,
mortgage, or otherwise dispose of, and in all respects deal in and with
real properties, improved or unimproved, and any interests and rights
therein;
(4) To buy, hire, or otherwise acquire, hold, own, use,
produce, manufacture, sell, assign, transfer, pledge, or otherwise
dispose of, and in all
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respects deal in and with personal property of whatever nature,
tangible or intangible, and any interests and rights therein;
(5) To purchase, take, receive, subscribe for, or otherwise
acquire, own, hold, use, employ, sell, mortgage, lend, pledge, or
otherwise dispose of, and otherwise use and deal in and with, shares or
other interests in, or obligations of, other domestic or foreign
corporations, associations, trusts, business trusts, partnerships,
limited partnerships, or individuals, or direct or indirect obligations
of the United States or of any other government, state, territory,
governmental district, or municipality or of any instrumentality
thereof and while the holder thereof to exercise all the rights, powers
and privileges in respect thereof, including the right to execute
consents and to vote, to the same extent as a natural person could do;
(6) To borrow money and to incur indebtedness, without limit
as to the amount and in excess of the capital stock of the corporation,
and to issue bonds, debentures, debenture stock, warrants, notes, or
other obligations therefor, and to secure the same by any lien, charge,
grant, pledge, deed of trust, or mortgage of the whole or any part of
the real and personal property of the corporation, then owned or
thereafter to be acquired;
(7) To act as agent of any corporation or association or as
manager of the business and affairs of any corporation or association,
and in such connection to exercise powers and authority on behalf of
any corporation or association, including ministerial, executive,
discretionary, and managerial powers, all on such
5
terms and conditions as may be agreed between the corporation and such
corporation or association;
(8) To promote or to aid in any manner, financially or
otherwise, any corporation or association any of whose stock or
obligations are held directly or indirectly by this corporation, and
for this purpose to enter into plans of reorganization or readjustment
and to guarantee the contracts, debts, or obligations, and the payment
of interest or dividends on securities of any other person, firm,
association, trust, business trust, corporation or governmental body,
subject only to the provisions of any applicable laws;
(9) To issue shares of the capital stock and the notes, bonds,
and other obligations of the corporation, and options for the purchase
of any thereof, in payment for property acquired by the corporation or
for services rendered to the corporation or for any other objects in
and about its business, and to purchase, take, receive, or otherwise
acquire, own, hold, sell, transfer, accept as security for loans, and
deal generally in shares of its capital stock and its obligations in
every lawful manner;
(10) To enter into, make, perform, and carry out contracts of
every kind for any lawful purpose with any person, firm, association,
or corporation, one or more;
(11) To acquire the whole or any part of the property, assets,
business, goodwill, and rights of any person, firm, association, or
corporation engaged in any business or enterprise which may lawfully be
undertaken by the corporation,
6
and to pay for the same in cash or shares of the capital stock or
obligations of the corporation, or by undertaking and assuming the
whole or any part of the indebtedness and obligations of the
transferor, or otherwise, and to hold or in any manner dispose of the
whole or any part of the property and assets so acquired, and to
conduct in any lawful manner the whole or any part of the business so
acquired and to exercise all the powers necessary or convenient in and
about the conduct, management and carrying on of such business;
(12) To draw, make, accept, endorse, guarantee, execute and
issue promissory notes, bills of exchange, drafts, warrants of all
kinds, obligations and certificates and negotiable or transferable
instruments; to loan money to others with or without security; and to
guarantee the debts and obligations of others and go surety on bonds of
others;
(13) To effect any of the purposes mentioned in these Articles
and to exercise any powers so mentioned either directly or through the
acquisition and ownership of shares of stock of any other corporation
or association and by holding and voting the same or otherwise
exercising and enjoying the rights and advantages incidental thereto,
and if deemed desirable to operate wholly or partially as a holding
company through the acquisition and ownership of shares of stock of any
other corporation or association, whether or not such shares of stock
so acquired or owned by this corporation shall give to this corporation
control of such other corporation or association;
7
(14) To carry on any other lawful business whatsoever which
may seem to the corporation capable of being carried on in connection
with the foregoing purposes and powers, or calculated directly or
indirectly to promote the interests of the corporation or to enhance
the value of its properties;
(15) To enter into partnerships, limited partnerships and
joint ventures with any person or persons for the carrying on through
such partnerships, limited partnerships and joint ventures of any
business the purposes of which are the same as or are germane, in whole
or in part, to the purposes or business of the corporation;
(16) To conduct its business, carry on its operations and
purposes, and exercise its powers or any thereof in any state,
territory, district, or possession of the United States of America or
in any foreign country;
(17) To have succession by its corporate name perpetually, and
to have, enjoy, and exercise all the other rights, powers, and
privileges which are now or which may hereafter be conferred upon
corporations organized under the general corporation laws of the State
of Hawaii;
(18) To have and exercise all powers necessary or convenient
to effect any or all of the purposes set forth in these Articles or
reasonably incidental to the fulfillment of its purposes or the
exercise of its powers as set forth therein or designed directly or
indirectly to promote the interests of the corporation or to enhance
the value of its properties;
8
(19) To make donations of property, money, or services to
benevolent, charitable, educational, religious, scientific, literary,
or social institutions or associations, community funds, municipalities
or public charities or to public or private enterprises or purposes so
far as the Board of Directors may deem necessary or helpful in
connection with the accomplishment of the purposes herein stated or in
the public or community interest;
(20) To promote, assist, maintain, support or aid in any
manner, financially or otherwise, such benevolent, charitable,
educational, religious, scientific, literary, or social institutions or
associations, community funds, municipalities or public charities, or
other institutions or objects as the Board of Directors may deem
necessary or helpful in connection with the accomplishment of the
purposes herein stated or in the public or community interest.
The foregoing clauses shall each be construed as purposes and
powers and the matters expressed in each clause or any part of any clause shall
be in no wise limited by reference to or inference from any other clause or any
other part of the same clause, but shall be regarded as independent purposes and
powers and the enumeration of specific purposes and powers shall not be
construed to limit or restrict in any manner the meaning of the general purposes
and powers of the corporation nor shall the expression of one thing be deemed to
exclude another, although it be of like nature, not expressed.
9
VI
BOARD OF DIRECTORS
There shall be a Board of Directors of the corporation to
consist of not less than three (3) nor more than eleven (11) members. No less
than one-third of the members of the Board of Directors shall be residents of
the State of Hawaii, and in the absence of such one-third membership the Board
of Directors shall not function. The members of the Board of Directors shall be
elected or appointed at such times, in such manner and for such terms as may be
prescribed by the By-Laws which also may provide for the removal of directors
and the filling of vacancies and may provide that the remaining members of the
Board of Directors, although less than a majority thereof, may by the
affirmative vote of the majority of such remaining members fill vacancies in the
Board of Directors, including temporary vacancies caused by the illness of
directors or the temporary absence of directors from the State of Hawaii. The
directors need not be stockholders of the corporation. The Board of Directors
shall have full power to control and direct the business and affairs of the
corporation, subject, however, to resolutions adopted by the stockholders and to
any limitations which may be set forth in statutory provisions, in these
Articles or in the By-Laws. The Board of Directors, without the approval of the
stockholders of the corporation, or of any percentage thereof, may authorize the
borrowing of money or the incurring of debts, even though as a result thereof
the amount of the corporation's indebtedness may exceed its capital stock.
10
VII
OFFICERS
The officers of the corporation shall consist of a Chairman of
the Board, President, one or more Vice Presidents as may be prescribed by the
By-Laws, a Secretary, a Treasurer, and such other officers and assistant
officers and agents as may be prescribed by the By-Laws. The officers shall be
elected or appointed, hold office and may be removed as may be prescribed by the
By-Laws. The Chairman of the Board and President shall be directors of the
corporation. No other officer and no subordinate officer need be a director of
the corporation. No officer need be a stockholder of the corporation. Any two or
more offices may be held by the same person.
All officers and agents of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be prescribed by the By-Laws,
or as may be determined by resolution of the Board of Directors not inconsistent
with the By-Laws.
VIII
CONTRACTS
No contract or other transaction between the corporation and
any other person, firm, corporation, association or other organization, and no
act of the corporation, shall in any way be affected or invalidated by the fact
that any of the directors or officers of the corporation are parties to such
contract, transaction or act or are pecuniarily or otherwise interested in the
same or are directors or officers or members of any such other firm,
corporation, association or other organization, provided that the interest of
such
11
director shall be disclosed or shall have been known to the Board of Directors
authorizing or approving the same, or to a majority thereof. Any director of the
corporation who is a party to such transaction, contract, or act or who is
pecuniarily or otherwise interested in the same or is a director or officer or
member of such other firm, corporation, association or other organization, may
be counted in determining a quorum of any meeting of the Board of Directors
which shall authorize or approve any such contract, transaction or act, and may
vote thereon with like force and effect as if he were in no way interested
therein. Neither any director nor any officer of the corporation, being so
interested in any such contract, transaction or act of the corporation which
shall be approved by the Board of Directors of the corporation, nor any such
other person, firm, corporation, association or other organization in which such
director or officer may be interested or of which such officer or director may
be a director, officer or member, shall be liable or accountable to the
corporation, or to any stockholder thereof, for any loss incurred by the
corporation pursuant to or by reason of such contract, transaction or act, or
for any gain received by any such other party pursuant thereto or by reason
thereof.
IX
INDEMNITY
The corporation shall indemnify each present and future
officer and director of the corporation and each person who serves at the
request of the corporation as an officer or director of any other corporation,
whether or not such person is also an officer or director of the corporation,
against all costs, expenses, and liabilities, including the amounts of
judgments, amounts paid in compromise settlements and amounts paid for
12
services of counsel and other related expenses, which may be incurred by or
imposed on him in connection with any claim, action, suit, proceeding,
investigation, or inquiry hereafter made, instituted, or threatened in which he
may be involved as a party or otherwise by reason of his being or having been
such officer or director, or by reason of any past or future action taken or
authorized or approved by him or any omission to act as such officer or
director, whether or not he continues to be such officer or director at the time
of the incurring or imposition of such costs, expenses, or liabilities, except
such costs, expenses, or liabilities as shall relate to matters as to which he
shall in such action, suit or proceeding be finally adjudged to be, or shall be,
liable by reason of his negligence or willful misconduct toward the corporation
in the performance of his duties as such officer or director. As to whether or
not a director or officer was liable by reason of negligence or willful
misconduct toward the corporation in the performance of his duties as such
officer or director, in the absence of such final adjudication of the existence
of such liability, the Board of Directors and each officer and director may
conclusively rely upon an opinion of legal counsel selected by or in the manner
designated by the Board of Directors. The foregoing right of indemnification
shall not be exclusive of other rights to which any such officer or director may
be entitled as a matter of law or otherwise, and shall inure to the benefit of
the heirs, executors, administrators, and assigns of each such officer or
director.
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X
LIMITED LIABILITY
No stockholder of the corporation shall be liable for any debt
of the corporation beyond any amount which may be due and unpaid upon the par
value of the share or shares held by such stockholder.
XI
SERVICE OF PROCESS
Service of process may be made upon any officer of the
corporation.
IN WITNESS WHEREOF, said parties have hereunto set their hands
the day and year first above written.
/s/ George Yim
-----------------------------------
GEORGE YIM
/s/ S. P. McCurdy
-----------------------------------
S. P. McCurdy
/s/ Ronald H. W. Lum
-----------------------------------
Ronald H. W. Lum
Incorporators
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STATE OF HAWAII )
) ss.
CITY AND COUNTY OF HONOLULU )
On this 24 day of June , 1975 , before me personally appeared
GEORGE YIM, S. P. McCURDY and RONALD H. W. LUM, to me known to be the persons
described in and who executed the foregoing instrument, and acknowledged that
they executed the same as their free act and deed.
/s/ Lillian T. Oasa
---------------------------------------
Notary Public, First Judicial
Circuit, State of Hawaii
My Commission Expires: MAY 21, 1978
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on said subscription price in the amount of $5,000 in cash, said sum
representing consideration for ten per cent (l0%) of the authorized capital
stock of the corporation or 5,000 shares of stock.
DATED: Honolulu, Hawaii, June 24 , 1975.
/s/ W. W. Paty, Jr.
---------------------------
W. W. PATY, JR.
President
/s/ Joshua Lee
---------------------------
JOSHUA LEE
Treasurer
/s/ S. P. McCurdy
---------------------------
S. P. McCURDY
Secretary
Subscribed and sworn to before me
this 24 day of June, 1975 .
/s/ Lillian T. Oasa
----------------------------------
Notary Public, First Judicial
Circuit, State of Hawaii
My Commission Expires: MAY 21, 1978
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