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(AZ) — Articles of Incorporation/Organization or By-Laws
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Exhibit 3.1 (AZ)
NONREFUNDABLE FILING FEE: $25.00 DOMESTIC PROFIT
SUBMIT ORIGINAL AND ONE TRUE COPY NAME CHANGE ONLY
ARTICLES OF INCORPORATION
OF
LANAI HOLDINGS, INC.
THESE ARTICLES OF INCORPORATION, made and entered into this 4th day
of May, 1990, by the undersigned, a resident of the City and County of Honolulu,
State of Hawaii, United States of America;
W I T N E S S E T H
That the undersigned, 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, does hereby
form a corporation and does hereby make and enter into the following Articles of
Incorporation, the terms of which shall be equally obligatory upon the
undersigned and upon all parties who from time to time may hold stock in the
corporation.
ARTICLE I
NAME
The name of the corporation shall be:
LANAI HOLDINGS, INC.
ARTICLE II
OFFICES
The location of the principal office of the corporation shall be in
the City of Honolulu, State of Hawaii, and the street and mailing address of the
initial principal office of the corporation shall be 650 Iwilei Road, Honolulu,
Hawaii 96817. The corporation may have such other offices within and without the
State of Hawaii as its business may from time to time require.
1
ARTICLE III
CAPITAL STOCK
The number of shares of stock that the corporation is authorized to
issue shall be 1,000 shares of stock, without par value, all of said stock being
of the same class.
The Board of Directors may determine that a portion of any
consideration received by the corporation for the issuance of shares of stock of
the corporation shall be treated as paid-in surplus and that the remainder of
such consideration shall constitute capital of the corporation.
ARTICLE IV
INITIAL DIRECTORS AND OFFICERS, SUBSCRIBERS
A. The number of directors constituting the initial board of
directors shall be two (2). The names and residence addresses of the persons who
are to act as the initial directors and officers of the corporation until the
first annual meeting of shareholders and thereafter until their successors are
elected and qualified are as follows:
Directors
Names Residence Addresses
----- -------------------
Robert W. Brant 2801 Coconut Avenue #6F
Honolulu, HI 96815
George Yim 2445 Ferdinand Avenue
Honolulu, HI 96822
2
Officers
Names and Offices Held Residence Addresses
---------------------- -------------------
George Yim 2445 Ferdinand Avenue
President Honolulu, HI 96822
Robert W. Brant 2801 Coconut Avenue #6F
Senior Vice President Honolulu, HI 96815
Stanley K. F. Lee 1078 Lunaanela Street
Vice President, Kailua, HI 96734
Secretary & Treasurer
Beverly Garcia 95-791 Lanipaa Street
Vice President & Mililani Town, HI 96789
Controller
Alan B. Sellers 2047 Desford Drive
Assistant Secretary Beverly Hills, CA 90077
Kevin R. Shaney 3576 Alani Drive
Assistant Secretary Honolulu, HI 96822
David W. Perrigo 23036 Cass Avenue
Assistant Treasurer Woodland Hills, CA 91364
B. The name(s) of the subscriber(s) for shares, the number of shares
subscribed for, the subscription price of the stock subscribed for and the
amount of capital (and paid-in surplus, if any) paid in cash by each subscriber
are as follows: Amount of
[Download Table]
No. of Subscription Price Capital Paid
Shares Sub- For the Shares In Cash by the
Name scribed For Subscribed For Subscriber
---- ----------- -------------- ----------
Castle & Cooke Inc., 1,000 $1,000.00 $1,000.00
a Hawaii corporation
3
ARTICLE V
BY-LAWS
The initial By-Laws of the corporation shall be adopted by its Board
of Directors. The power to alter, amend or repeal the By-Laws or adopt new
By-Laws, subject to repeal or change by action of the shareholders, shall be
vested in the Board of Directors.
I certify under the penalties of Section 415-136, Hawaii Revised
Statutes, that I have read the above statements and the the same are true and
correct.
Witness my hand this 4th day of May, 1990.
/s/ Hugh Shearer
-------------------------------------
Incorporator
4
State of Hawaii
Department of Commerce and Consumer Affairs
Business Registration Division
1010 Richards Street
Honolulu, Hawaii 96813
In the Matter of the Amendment )
of the Articles of Incorporation )
)
of )
)
LANAI HOLDINGS, INC. )
------------------------------------)
ARTICLES OF AMENDMENT
The undersigned, duly authorized officers of LANAI HOLDINGS, INC., a
Hawaii corporation, hereby certify as follows:
1. The name of the corporation is LANAI HOLDINGS, INC.
2. The amendment adopted is attached hereto as Exhibit A.
3. The total number of shares outstanding is 1,000 shares of common
stock.
4. The amendment was adopted by written consent of the sole
shareholder of the corporation dated November 14, 1990.
5. The amendment does not provide for any exchange,
reclassification, or cancellation of issued shares.
6. The amendment does not change the stated capital of the
corporation.
7. The written notice of the amendment required by Section 415-48.5
of the Hawaii Revised Statutes is attached hereto as Exhibit B.
We certify under penalties of Section 415-136, Hawaii Revised
Statutes, that we have read the above statements and that the same are true and
correct.
1
WITNESS our hands this 26th day of November, 1990.
/s/ George Yim /s/ Kevin R. Shaney
--------------------------------- -------------------------------------
George Yim Kevin R. Shaney
President Assistant Secretary
Lanai Holdings, Inc. Lanai Holdings, Inc.
2
EXHIBIT A
LANAI HOLDINGS, INC.
AMENDMENT TO ARTICLES OF INCORPORATION
The Articles of Incorporation of LANAI HOLDINGS, INC., a Hawaii
corporation, are hereby amended as follows:
1. By adding a new Article to be designated and located
appropriately and to read in its entirety as follows:
"ARTICLE VI
LIMITATION OF LIABILITY OF DIRECTORS
The personal liability of directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under Hawaii law
including, without limitation, to the fullest extent permissible under Section
415-48.5 of the Hawaii Revised Statutes, as amended from time to time. No repeal
or amendment of this Article directly or by adoption of an inconsistent
provision of these articles of incorporation or the corporation's by-laws will
be effective with respect to the liability of a director for acts or omissions
occurring prior to such repeal or amendment or adversely affect the rights and
protection afforded to a director of the corporation under this Article for acts
or omissions which occur prior to such repeal or amendment."
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STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
BUSINESS REGISTRATION DIVISION
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME
(Section 415-61, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation
submitting these Articles of Amendment, certify as follows:
1. The present name of the corporation is:
Lanai Holdings, Inc.
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2. The name of the corporation is changed to:
Malaga Company, Inc.
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3. Total number of shares outstanding is: 1,000
------------------------------------
4. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS AT A
MEETING, COMPLETE THE FOLLOWING:
The meeting of the shareholders was held on
------------------------------
(Month Day Year)
--------------------------------------------------------------------------
Number of Shares Voting Number of Shares Voting
Class/Series For Amendment Against Amendment
--------------------------------------------------------------------------
--------------------------------------------------------------------------
5. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS BY UNANIMOUS
WRITTEN CONSENT OF THE SHAREHOLDERS, COMPLETE THE FOLLOWING:
By written consent dated January 18, 1996 ,
------------------------------------------------
(Month Day Year)
the shareholders unanimously adopted the amendment to change the corporate
name.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 22nd day of January , 1996.
Patricia A. McKay, Vice President Theresa L. Hoover, Assistant Secretary
------------------------------------- --------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Patricia A. McKay /s/ Theresa L. Hoover
------------------------------------- --------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
D1-6 B14 (FEE)
REV. 4/93 AMD (W/SH)
2
Dates Referenced Herein and Documents Incorporated by Reference
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Filed on: | | 6/25/03 | | | | | | | S-4 |
| | 1/18/96 | | 8 |
| List all Filings |
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