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(AW) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1(AW)
ARTICLES OF ASSOCIATION
OF
KOHALA SUGAR COMPANY
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Adopted March 31, 1952
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WHEREAS, SAMUEL N. CASTLE, J. MOTT SMITH, and DANIEL SMITH,
did, on the 5th day of January, A.D. Eighteen Hundred and Sixty-three, file in
the office of the Minister of the Interior of this Kingdom, a petition in
accordance with the provisions of the Civil Code of the Hawaiian Islands,
praying for a Charter of Incorporation for themselves, their associates and
successors under the name of "KOHALA SUGAR COMPANY", for the purpose of carrying
on the manufacture of Sugar and Syrup of Sugar and other purposes:
NOW, THEREFORE, Know all men by these presents, that I, Lot
Kamehameha, His Majesty's Minister of the Interior, pursuant to the tenor of the
aforesaid petition, in accordance with a Resolution of the King in Privy
Council, bearing date the Second day of February, A.D. 1863, and by virtue of
the authority in me vested by the provisions of the Civil Code of the Hawaiian
Islands, do hereby create Samuel N. Castle, A.S. Cooke, J. Mott Smith, Daniel
Smith, James Robinson, H. N. Parker, Eli Corwin, Elias Bond, James Wight, A. W.
Pierce, C. T. Mills, Chas. H. Wetmore, G. M. Robertson, J. F. Pogue, and their
associates and successors a Body Corporate with all the powers, rights and
immunities secured by law to incorporated companies and subject to all of the
liabilities thereby imposed and to all general laws hereinafter enacted in
regard to corporations.
FIRST: The name of the corporation shall be "KOHALA SUGAR
COMPANY".
SECOND: The location of the principal office of the
corporation shall be at Honolulu, Island of Oahu, Territory of Hawaii. The
corporation may have such other offices within and without the Territory of
Hawaii as its business may from time to time require.
THIRD: The purposes of which the corporation is organized and
its powers in connection therewith are as follows:
(a) to engage in agricultural, manufacturing and mercantile
pursuits in the District of Kohala, Island of Hawaii,
and elsewhere, and to do all things necessary or
convenient in connection therewith, including the
planting, raising, cultivating, buying, selling or
otherwise acquiring or disposing of sugar cane and other
agricultural products and by-products, and the
manufacturing, canning, processing, buying, selling, or
otherwise acquiring or disposing of sugar and other
agricultural products and by-products;
(b) to purchase, lease, acquire, construct, maintain and
operate mills, factories, boilinghouses, sugar works,
canneries, packing plants, and all
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machinery, equipment and appliances which may be used
for the aforesaid purposes;
(c) 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
every other manner deal in and with real property and
any interests and rights therein, including easements
and licenses and water rights and privileges;
(d) to operate farms, cattle and other ranches,
slaughterhouses, cold storage plants, mills, dairies,
orchards and gardens, and to cultivate, produce,
manufacture, buy and sell at wholesale and retail, and
otherwise deal in and with the products and by-products
of any and all thereof;
(e) to acquire, construct, lease, own, maintain and operate
mills, factories, railroads, motor vehicles, airplanes,
ships, lighters, docks, piers, warehouses and storage
and shipping facilities and other buildings structures
and works of all kinds and wireless plants, instruments
and apparatus, and all machinery, equipment and
appliances which may be used in connection therewith,
for making, storing, maintaining and transporting its
crops, supplies, products and by-products, and other
property and for other purposes incidental to any of its
business, and also for maintaining, storing and
transporting the property of others and transporting
passengers by land, water or air for compensation or
otherwise, and for the transmission of messages for
itself or for others for compensation or otherwise;
(f) to acquire, construct, lease, own, maintain and operate
pumping plants, irrigation systems and other works for
the development, conservation, storage, transmission and
utilization of water, including artesian wells, shafts,
tunnels, pipe lines, ditches, flumes, dams, reservoirs
and other works, and to do all of the things incidental
to or proper in the business of acquiring water for its
own use and of supplying water to others for
compensation or otherwise;
(g) to generate electric current and power for its own use
and for supplying to others for compensation or
otherwise, and to maintain and use all appropriate
plants and systems and their appurtenances for the
manufacture, transmission and delivery or use thereof;
(h) to buy, hire, or otherwise acquire, hold, own, use,
produce, manufacture, sell, assign, transfer, pledge or
otherwise dispose of and deal in and with personal
property of whatever nature, tangible or intangible,
including any and all kinds of machinery, equipment,
materials, tools and other goods and chattels, and
including franchises, rights, licenses, patents,
trademarks, bonds of any government and of any public or
private corporation, notes, choses in action and other
evidences of indebtedness, shares of the capital
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stock and obligations of public or private corporations,
and options for the purchase of any of the foregoing;
(i) to act as agent for the purchase, sale, lease, hire and
handling of agricultural and other machinery, implements
and equipment, and in general to act as agent for
manufacturing, merchandising and jobbing companies or
firms, and to exercise any of the powers mentioned in
these articles for the account of the corporation and/or
as factor, agent, consignee, broker, contractor,
attorney, commission agent or otherwise for or on behalf
of any person, firm, association or corporation;
(j) to engage in research of all kinds, either for itself or
for others; to develop or assist in the development of
patents, inventions, improvements, machines, or
agricultural or scientific processes; to own, lease, or
otherwise acquire, use, or dispose of laboratories,
factories or workshops for experimental, manufacturing,
and development purposes;
(k) to issue shares of the capital stock and/or obligations
of the corporation and/or 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, hold, sell, transfer, accept as security
for loans and deal generally in shares of its capital
stock and its obligations in every lawful manner;
(l) to acquire the whole or any part of the property,
assets, business, good will rights of any person, firm,
association or corporation engaged in any business or
enterprise which may lawfully be undertaken by the
corporation, and to pay for the same in cash and/or
shares of the capital stock and/or obligations of the
corporation, or otherwise, and/or by undertaking and
assuming the whole or any part of the indebtedness and
obligations of the transferor, 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;
(m) to borrow money and to incur indebtedness, without limit
as so 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/or personal property of the
corporation, then owned and/or thereafter to be
acquired, and/or to issue bonds, debentures, debenture
stock, warrants, notes or other obligations without any
such security;
(n) to draw, make, accept, endorse, guarantee, execute and
issue promissory notes, bills of exchange, drafts,
warrants of all kinds, obligations and
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certificates and negotiable or transferable instruments,
to loan money to others with or without security, and to
guarantee the debts or obligations of others and go
security on bonds of others;
(o) 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
the corporation, and for this purpose to enter into
plans of reorganization or readjustment and to guarantee
the whole or any part of the indebtedness and
obligations of any such other corporation or association
and the payment of dividends on its stock, and to do any
other acts or things designed to protect, preserve,
improve or enhance the value of such stocks or
obligations;
(p) to assist to maintain or support such social,
charitable, benevolent, educational, religious or other
institutions or objects as the board of directors deems
useful or beneficial for the corporation, directly or
indirectly.
(q) 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;
(r) to effect any of the purposes mentioned in these
articles and to exercise any powers so mentioned either
directly or through the medium of the acquisition and
ownership of shares of stock of any other corporation or
association and holding and voting the same or otherwise
exercising and enjoying the rights and advantages
incidental to such shares of stock, 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;
(s) 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
interest of the corporation or to enhance the value of
its properties, and to have, enjoy and exercise all the
rights, powers and privileges which are now or which may
hereafter be conferred upon similar corporations
organized under the laws of Hawaii;
(t) to carry out the foregoing purposes and to exercise the
foregoing powers or any thereof in the Territory of
Hawaii and/or elsewhere in the world.
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
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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.
FOURTH: In accordance with the laws of the Territory of Hawaii
made and applicable to corporations formed thereunder, the corporation shall be
entitled to and shall have power:
(a) to have succession and corporate existence perpetually;
(b) to sue and be sued in any court;
(c) to make and use a common seal, and alter the same at its
pleasure;
(d) to hold, purchase and convey such property as the
purposes of the corporation shall require, without limit
as to amount, and to mortgage, pledge and hypothecate
the same to secure any debt of the corporation;
(e) to appoint such subordinate officers and agents as the
business of the corporation shall require;
(f) to make by-laws not in conflict with law or these
articles of association;
and may possess and exercise any and all powers, not inconsistent with law,
reasonably incidental to the fulfillment of its purposes as set forth in these
articles of association, or reasonably incidental to the exercise of its powers
as set forth herein.
FIFTH: The amount of the capital stock of the corporation
shall be the sum of Three Million Dollars ($3,000,000), divided into Two Hundred
Fifty Thousand (250,000) shares of common stock of the par value of Twelve
Dollars ($12) per share, with the privilege of the extension of such capital
stock from time to time up to a limit of Ten Million Dollars ($10,000,000).
SIXTH: There shall be a board of directors of the corporation
to consist of not less than five nor more than fifteen members, who shall be
elected annually by the stockholders at such times, in such manner, and for such
terms as may be prescribed by the by-laws, which also may provide for the
filling of vacancies and temporary vacancies. 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 instructions by the stockholders, and to any limitations which may
be set forth in statutory provisions, in these articles of association, and in
the by-laws of the corporation. There may be an executive committee of the board
of directors as provided for in the by-laws.
SEVENTH: The board of directors shall elect each year a
president, one or more vice presidents, a secretary and a treasurer, and from
time to time such other officers as the conduct of the business of the
corporation may require. The president and at least one vice president shall be
elected from among the directors. Additional vice presidents, if any, the
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secretary, the treasurer, and such other officers as may be elected may or may
not be directors. No officer need be a stockholder.
EIGHTH: An auditor shall be elected annually by the
stockholders. The auditor may be an individual, partnership or corporation. The
auditor shall not be an officer of the corporation.
NINTH: No stockholder shall be liable for the debts of the
corporation beyond such amount as may be due and unpaid upon the share or shares
held by him.
TENTH: Service of process may be made upon nay officer of the
corporation.
ELEVENTH: In the absence of fraud, no contract or other
transaction between the corporation and any other corporation, and no act of the
corporation, shall in any way be affected or invalidated by the fact that any of
the directors of the corporation are pecuniarily or otherwise interested in, or
are directors or officers of, such other corporation; and any director of the
corporation who is also a director or officer of such other corporation or who
is so interested may be counted in determining the existence of a quorum at any
meeting of the board of directors of the corporation which shall authorize or
approve any such contract or transaction or act and may vote thereat to
authorize or approve any such contract or transaction or act with like force and
effect as if he were not such director or officer of such other corporation or
not so interested.
Given under my hand and the seal of the Interior Department,
at Honolulu, this 3rd day of February, A. D. 1863.
(SEAL) L. KAMEHAMEHA (SGD)
------------------
IN WITNESS WHEREOF, I have hereunto
set my hand and the seal of the
Treasury Department, Territory of
Hawaii, at Honolulu, this 19th day of
May, 1937.
(SEAL) (s) W.C. McGONAGLE
Treasurer, Territory of Hawaii.
I HEREBY APPROVE the above
grant and allowance of
amendment to the Charter of
Incorporation of KOHALA SUGAR
COMPANY.
(s) J. B. POINDEXTER
Governor, Territory of Hawaii.
APPROVED AS TO FORM
(s) JON WIIG
Second Deputy Attorney General.
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FILING FEE: $25.00 DOMESTIC PROFIT
DISHONORED CHECK: $7.50 NAME CHANGE ONLY
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:
KOHALA CORPORATION
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2. The name of the corporation is changed to:
DOLE LAND COMPANY, INC.
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3. Total number of shares outstanding is: 250,000
------------------------------------
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)
[Download Table]
Number Voting Number 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 May 1 1989 .
--------------------------------------------------
(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 2nd day of May, 1989.
George Yim, President Tomoe Komata, Assistant Secretary
---------------------------------- ------------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ George Yim /s/ Tomoe Komata
---------------------------------- ------------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
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