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(H) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1(H)
ARTICLES OF INCORPORATION
OF
GRANDMA MAC'S ORCHARD
We, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
California, and we do hereby certify as follows:
FIRST: The name of said corporation (hereinafter called the "corporation")
is and shall be:
GRANDMA MAC'S ORCHARD
SECOND: The purposes for which the corporation is formed are as follows:
A. The primary business in which the corporation is intended to
engage is to market and distribute processed and unprocessed agricultural
commodities via mail order.
B. The general purposes for which the corporation is formed, and
the general powers of the corporation, are as follows:
(1) To engage in any one or more businesses or transactions
which the Board of Directors of this corporation may from time to time authorize
and approve, either related or unrelated to the business described in Part A of
this Article Second, or to any other business then or theretofore done by this
corporation;
(2) To exercise any and all rights and powers which a
corporation may now or hereafter exercise;
(3) To act as principal, agent, joint venturer, partner, or in
any other capacity which may be authorized or approved by the Board of Directors
of this corporation; and
(4) To transact business in the State of California or in any
other jurisdiction of the United State of America, or elsewhere in this world.
The foregoing statement of purposes shall be construed as a statement of both
purposes and powers, and the purposes and powers in each clause shall, except
where otherwise expressed, be in no wise limited or restricted by reference to
or inferred from the terms or provisions of any other clause, but shall be
regarded as independent purposes and powers.
THIRD: The County in this State where the principal office for the
transaction of the business of the corporation is located is Kern County,
California.
FOURTH: The number of directors of the corporation shall be three (3)
until changed by amendment of these Articles of Incorporation or by a by-law
duly adopted by the shareholders of the corporation.
-1-
The names and addresses of the persons who were appointed to act as the
first directors of the corporation are:
Name Address
---- -------
Allen T. McInnes P.O. Box 9380
Bakersfield, California 93309
W. T. Balch P.O. Box 9380
Bakersfield, California 93309
Patrick E. Maudsley P.O. Box 9380
Bakersfield, California 93309
FIFTH: This corporation is authorized to issue only one class of stock, to
wit: common stock; the total number of shares which this corporation shall have
authority to issue is 200 shares; and all such shares of stock shall have Five
Dollars ($5.00) par value so that the aggregate par value of all shares amounts
to One Thousand Dollars ($1,000.00).
SIXTH: A. Every share of stock of the corporation issued for the
consideration fixed by the Board of Directors, pursuant to law, shall be fully
paid and nonassessable and shall not be subject to assessment for the debts or
liabilities of the corporation.
B. All persons who shall acquire stock in the corporation
shall acquire the same subject to the provisions of these Articles of
Incorporation.
C. All of the powers of the corporation, insofar as the same may be
lawfully vested by these Articles of Incorporation in the Board of Directors,
are hereby conferred upon the Board of Directors, who shall have full control
over the affairs of the corporation.
D. In furtherance and not in limitation of the powers conferred by law and
by these Articles of Incorporation, the Board of Directors is hereby expressly
authorized:
1. To make, amend, repeal, or otherwise alter the by-laws of
the corporation, without any action on the part of the stockholders; provided,
that any by-laws made by the directors and any and all powers conferred by any
of said by-laws may be amended, altered or repealed by the stockholders.
2. To fix, determine, and vary the amount to be maintained as
surplus, and, subject to the laws of the State of California, as amended, and
subject to provisions and requirements of these Articles of Incorporation, to
fix, determine, and vary the amounts to be set apart or reserved as working
capital of the corporation.
3. To transfer all or any part of the assets of the
corporation by way of mortgage, or in trust or in pledge, to secure indebtedness
of the corporation, without any vote or consent of stockholders, and to
authorize and to cause to be executed instruments evidencing any and all such
transfers.
-2-
4. To sell, lease, or exchange any part less than all or less
than substantially all of the property and assets, including good will and
corporate franchises, of the corporation upon such terms and conditions as the
Board of Directors may deem expedient for the best interests of the corporation,
without any authorization, affirmative vote, or written consent or other action
of the stockholders or any class thereof.
SEVENTH: The corporation hereby reserves the right to amend, alter, change
or repeal any provisions contained in these Articles of Incorporation, as now
stated and as hereafter amended, altered, or changed, in the manner now or
hereafter prescribed by laws of California and these Articles, and all rights
and powers conferred by these Articles of Incorporation on stockholders,
directors, or officers of the corporation are hereby granted subject to this
reservation; provided that the provisions of these Articles of Incorporation as
so amended, changed, altered, or repealed shall contain only such provisions as
shall be lawful.
IN WITNESS WHEREOF, we have hereunto set our hands to these Articles of
Incorporation of Grandma Mac's Orchard, this 27th day of August, 1976.
/s/ Allen T. McInnes
------------------------------------
Allen T. McInnes
/s/ W. T. Balch
------------------------------------
W.T. Balch
/s/ Patrick E. Maudsley
------------------------------------
Patrick E. Maudsley
-3-
STATE OF CALIFORNIA )
) ss.
COUNTY OF KERN )
On this 27th day of August, 1976, before me, the undersigned, a Notary
Public in and for said State, residing therein, duly commissioned and sworn,
personally appeared ALLEN T. McINNES and W. T. BALCH, known to me to be the
persons whose names are subscribed to the within instrument, and acknowledged to
me that they executed the same.
WITNESS my hand and seal.
/s/ Barbara A. King
-------------------
NOTARY PUBLIC in and for said State.
STATE OF CALIFORNIA )
) ss.
COUNTY OF KERN )
On this 27th day of August, 1976, before me, the undersigned, a Notary
Public in and for said State, residing therein, duly commissioned and sworn,
personally appeared PATRICK E. MAUDSLEY, known to me to be the person whose name
is subscribed to the within instrument, and acknowledged to me that he executed
the same.
WITNESS my hand and seal.
/s/ Barbara A. King
------------------------------------
NOTARY PUBLIC in and for said State.
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
GRANDMA MAC'S ORCHARD
a California corporation
Charles J. Bauman and Alan B. Sellers certify that:
1. They are the Vice President and Secretary, respectively, of GRANDMA
MAC'S ORCHARD, a California corporation.
2. Article FIRST of the Articles of Incorporation of this corporation is
hereby amended to read as follows:
"The name of this corporation is SUN GIANT, INC."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been approved
by the required vote of the shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation is
200. The number of shares voting in favor of the amendment equaled or exceeded
the vote required. The percentage vote required was more than fifty percent
(50%).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Dated: January 6, 1988
/s/ Charles J. Bauman
-------------------------------
Charles J. Bauman,
Vice President
/s/ Alan B. Sellers
-------------------------------
Alan B. Sellers,
Secretary
1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SUN GIANT, INC.
a California corporation
CHARLES J. BAUMAN and ALAN B. SELLERS certify that:
1. They are the Vice President and Secretary, respectively, of SUN GIANT,
INC., a California corporation.
2. Article FIRST of the Articles of Incorporation of this corporation is
amended to read as follows:
"The name of this corporation is
DOLE BAKERSFIELD, INC."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been approved
by the required vote of the shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation is
200. The number of shares voting in favor of the amendment equaled or exceeded
the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date as of the 4th day of March 1988.
/s/ Charles J. Bauman
----------------------------
Charles J. Bauman
Vice President
/s/ Alan B. Sellers
----------------------------
Alan B. Sellers
Secretary
1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
DOLE BAKERSFIELD, INC.
a California corporation
JAMES G. SOUSANE and PATRICK A. NIELSON certify that:
1. They are the President and Assistant Secretary, respectively, of Dole
Bakersfield, Inc., a California corporation.
2. Article Eighth of the Articles of Incorporation of this corporation is
added as follows:
"EIGHTH: This corporation is authorized to indemnify its directors,
officers, employees and other agents of the corporation while acting in their
capacity as directors, officers, employees, or agents, as applicable, to the
fullest extent permissible under California law.
3. The foregoing Amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing Amendment of Articles of Incorporation has been approved
by the required shareholders in accordance with Section 902 of the California
Corporations Code. The total number of outstanding shares is 100. The number of
shares voting in favor of the amendment equalled or exceeded the vote required.
The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our knowledge.
Dated the 11th day of June, 1990.
/s/ James G. Sousane
---------------------------
James G. Sousane
/s/ Patrick A. Nielson
---------------------------
Patrick A. Nielson
1
AGREEMENT OF MERGER
OF
BUD ANTLE, INC.
AND
DOLE BAKERSFIELD, INC.
THIS AGREEMENT OF MERGER is entered into on December 18, 2000 between BUD ANTLE,
INC., a California corporation, and DOLE BAKERSFIELD, INC., a California
corporation as approved by the Board of Directors of each of said corporation:
1. Bud Antle, Inc., which is a corporation incorporated in the state of
California and which is sometimes hereinafter referred to as the
"disappearing corporation", shall be merged with and into Dole
Bakersfield, Inc., which is a corporation incorporated in be state
of California, and which is sometimes referred to as the "surviving
corporation".
2. The separate existence of the disappearing corporation shall cease
upon the effective date of the merger in accordance with the
provisions of the General Corporation Law of the State of
California.
3. The surviving corporation shall continue its existence under the
name BUD ANTLE INC., pursuant to the provisions of the General
Corporation Law of the State of California.
4. The Articles of Incorporation of the surviving corporation upon the
effective date of the merger shall be the Articles of Incorporation
of said surviving corporation except that Article FIRST of the
Article of Incorporation thereof, relating to the name of the
corporation is hereby amended and changed so as to read as follows
upon the effective date of the merger:
"The name of this corporation is
BUD ANTLE, INC."
and said Articles of Incorporation as herein amended and changed
shall continue in full force and effect until further amended and
changed in the manner prescribed by the provisions of the General
Corporation Law of the State of California.
5. The bylaws of the surviving corporation upon the effective date of
the merger shall be the bylaws of the surviving corporation and
shall continue in full force and effect until changed, altered, or
amended as therein provided and in the
1
manner prescribed by the provisions of the General Corporation Law
of the State of California.
6. The directors and officers in office of the surviving corporation
upon the effective date of the merger shall continue to be the
members of the Board of Directors and officers of the surviving
corporation, all of whom shall hold their directorships and offices
until tenure is otherwise terminated in accordance with the bylaws
of the surviving corporation.
7. Upon the effective date of the merger, each issued share of the
disappearing corporation shall, by virtue of the merger and without
any action upon the part of the holder thereof, no longer be issued
and outstanding and shall be canceled without consideration. The
issued shares of the surviving corporation shall not be converted or
exchanged in any manner or any consideration be paid therefor, but
each said share which is issued as of the effective date of the
merger shall continue to represent one issued share of the surviving
corporation.
8. The Agreement of Merger herein entered into and approved shall be
submitted to the shareholders entitled to vote thereon of the
disappearing corporation and of the surviving corporation for their
approval or rejection in the manner prescribed by the provisions of
the General Corporation law of the State of California.
9. In the event that this Agreement of Merger shall have been approved
by the shareholders entitled to vote of the disappearing corporation
and of the surviving corporation in the manner prescribed by the
provisions of the General Corporation Law of the State of
California, the disappearing corporation and the surviving
corporation hereby agree that they will cause to be executed and
filed and/or recorded any document or documents prescribed by the
laws of the State of California, and that they will cause to be
performed all necessary acts therein and elsewhere to effectuate the
merger.
10. The Board of Directors and the proper officers of the disappearing
corporation and of the surviving corporation, respectively, are
hereby authorized, empowered and directed to do any and all acts and
things, and to make, execute, deliver, file and/or record any and
all instruments, papers and documents which shall be or become
necessary, proper or convenient to carry out or put into effect any
of the provisions of this Agreement of Merger or the merger herein
provided for.
2
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Signed on December 18, 2000 BUD ANTLE, INC.
-----------
By: /s/
----------------------
Title: VP Taxes
By: /s/
----------------------
Title: Assistant Secretary
Dole Bakersfield, Inc.
By: /s/
----------------------
Title: VP Taxes
By: /s/
----------------------
Title: Assistant Secretary
3
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/25/03 | | | | | | | S-4 |
| | 12/18/00 | | 8 | | 10 |
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