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(T) — Articles of Incorporation/Organization or By-Laws
| EX-3.1(T) | 1st Page of 10 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 3.1(T)
ARTICLE OF INCORPORATION
OF
S & J RANCH, INC.
KNOW ALL MEN THESE PRESENTS:
That 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:
FIRST: That the name of this corporation shall be:
S & J RANCH, INC.
SECOND: That the purposes for which this corporation is formed are as
follows:
1. The primary business in which the corporation intends initially to
engage is in general to engage in any and every kind of farming, truck and
market gardening, operating orchards, groves and nurseries, dairying, raising
livestock and fowl of all kinds, and of producing, processing, preserving and
manufacturing and of selling producing, processing, preserving and manufacturing
and of selling and otherwise dealing in and with all kind of farm, garden,
orchard, grove, nursery, dairy, livestock and fowl products, produce and
provisions of all kinds, and of carrying on all other business incident thereto
or connected therewith.
2. To take, purchase, contract for, lease as lessee and otherwise
acquire, own, use, hold, manage, work, improve, equip, cultivate, develop, farm,
subdivide, to invest, trade and deal in and with, sell, convey, exchange, lease,
as lessor, mortgage, deed in trust and otherwise encumber and dispose of real
estate, real property, improvements thereon and interest, estate or
right therein, and to erect, construct, equip, rebuild, alter, repair, improve,
operate and maintain buildings, structures and improvements of every kind,
character and description thereon.
3. To purchase, own, operate, maintain, manage, equip, improve, repair,
alter, use, enjoy, invent, design, develop, assemble, build, construct,
fabricate, manufacture, buy, import, lease as lessee and otherwise acquire; to
mortgage, deed in trust, pledge or otherwise encumber, and to sell, export,
lease as lessor and otherwise dispose of, and to trade and deal in and with
goods, wares, merchandise and personal property of every kind, nature and
description, finished or unfinished.
4. To enter into, make, amend, alter, perform, carry out, cancel and
rescind contracts of every kind and character and in any amount with any person,
entity, firm, syndicate, trust, partnership, association or corporation, public
or private, or with any governmental, municipal or public authority, domestic or
foreign, and to do and perform any and all acts connected therewith, or arising
therefrom, or incidental thereto.
5. To acquire by purchase, subscription or otherwise, and to receive,
hold, own, sell, exchange, pledge, mortgage, hypothecate or otherwise dispose of
and deal in and with all kinds of shares, stocks, bonds, mortgages, debentures,
trust receipts, certificates of beneficial interest, royalties, notes and other
securities, obligations, contracts, choses in action, and evidences of
indebtedness of any person, entity, firm, syndicate, trust, partnership,
association or corporation, public or private, or of any governmental, municipal
or public authority, domestic or foreign; to receive, collect and dispose of
interest, dividends and income and distribution upon, of and from any of the
foregoing and any other property held or owed by the corporation; to exercise
any and all rights, powers and privileges of individual ownership or interest in
respect of any and all such
-2-
shares or other securities or obligations, including the right to execute
consents and to vote thereon for any and all purposes, and to do any and all
acts and things for the preservation, protection, improvement and enhancement in
value thereof, and to guarantee the same or become surety in respect thereto and
to aid by loan, subsidy, guaranty or otherwise, those issuing, creating or
responsible for the same, and to exercise any and all said powers, either on its
own account or with or as agent or representative for other persons, firms,
corporations or other organizations or entities; and in connection with or in
furtherance of any of the business of the corporation, to guarantee or become
surety on the obligations, securities or contracts of any other person, firm
corporation or other organization or entity.
6. To apply for, obtain, purchase, lease, take licenses and franchises
in respect of or otherwise acquire and to hold, own, use, operate, enjoy, turn
to account, grant licenses and franchises in respect of, manufacture under,
introduce, sell, assign, mortgage, pledge or otherwise hypothecate or dispose
of: (a) Any and all inventions, discoveries, devises, processes and any
improvements or modifications thereof; (b) any and all letters patent of the
United States or of any other country, state, territory or government and all
rights connected therewith or appertaining thereto; (c) any and all copyrights
granted by the United States or any other country, state, territory or
government; and (d) any and all trade marks, trade names, trade symbols and
other indications of origin and ownership, whether or not granted by or
recognized under the laws of the United States or of any other country, state,
territory or government.
7. To borrow money and to issue bonds, notes, debentures or
obligations, secured or unsecured, of the corporation from time to time, for
moneys borrowed or in payment for property purchased or otherwise, in connection
with any operations of the corporation; to secure any of the same by mortgage or
mortgages upon or by deed or deeds of trust or by pledge of any or all
-3-
property, real and personal, of the corporation wheresoever situated, acquired
or to be acquired; and to sell or otherwise dispose of any or all such bonds,
notes, debentures and obligations in such manner and upon such terms as may be
deemed judicious by the Board of Directors.
8. To lend money and negotiate loans and generally to carry on,
conduct, promote, operate and undertake any business, undertaking, transaction
or operation commonly carried on, conducted, promoted, operated or undertaken by
capitalists, financiers, underwriters, securities brokers and agents, insurance
brokers and agents, loan brokers and agents, contractors and builders, real
estate brokers, agents, subdividers and promoters.
9. To participate in syndicate of all kinds, and to make and carry out
contracts of underwriting of the obligations or securities of any corporation,
association, partnership, firm, trustee, syndicate, individual, government,
state, municipality or other political or division or subdivision, domestic or
foreign, or of any combination, organization or entity, domestic or foreign, and
to act as manager of any underwriting or purchasing or selling syndicate.
10. To act as financial, commercial or special or general agent,
broker, factor, manager or representative, under power-of-attorney or otherwise,
of individuals, partnerships, trustees, firms, associations, corporations,
syndicates or other organizations or entities and as such to develop and extend
their business and to aid in any of their lawful enterprises, insofar as a
corporation organized under the laws of the State of California may lawfully do
so.
11. To engage in the business of receiving and holding in escrow money
or its equivalent pending investment in real estate or securities for or on
account of its principal and to act as trustee under deeds of trust given solely
for the purpose of securing obligations for the payment of money other than
corporation bonds.
-4-
12. To organize or cause to be organized under the laws of any state,
district, territory, province, colony, or government, corporations or
associations or other organizations or entities, for the purpose of
accomplishing any or all of the purposes or objects for which this corporation
is organized, and to dissolve, wind up and liquidate, reorganize, merge or
consolidate any such corporations or associations, or other organizations or
entities, or to cause the same to be dissolved, wound up, liquidated,
reorganized, merged or consolidated.
13. To acquire and pay for in cash, shares or bonds of the corporation
or otherwise, the good will, rights, assets and property, and to underwrite or
assume the whole or any part of the obligations or liabilities of any person,
firm, association, corporation or other organization or entity; to hold or in
any manner to dispose of or hypothecate the whole or any part of the property so
acquired; 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 or disposition of such business.
14. To enter into partnership (either general or limited or both) with
any person, firm, association, corporation or other organization or entity
whatsoever.
15. To purchase, reacquire, hold, sell, transfer, pledge, hypothecate,
and reissue the shares and other securities of the corporation as far as it may
lawfully do so.
16. To sell, lease, assign, transfer or convey the business,
franchises, good will and real and personal property of the corporation as a
whole or in parts thereof and to receive in exchange therefor shares, bonds,
notes, debentures or other evidences of ownership or indebtedness issued by any
person, firm, corporation, or other organization or entity, and upon dissolution
or
-5-
otherwise to distribute such securities, and any other which it may then own,
among its shareholders as their interests may appear without the necessity of
the liquidation thereof.
17. To have one or more offices and agencies within and without the
State of California, and to conduct its business in all or any of its branches
in the manner permitted by law in all states, territories, dependencies,
colonies and possessions of the United States and of any foreign countries,
without restriction or limitation.
18. To carry on any other lawful business whatsoever which the
corporation may deem proper or convenient or capable of being carried on in
connection with the foregoing or otherwise, or which may be calculated directly
or indirectly to promote the interests 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 on corporations
by the laws of the State of California, and to do any and all of the things
hereinbefore set forth as principal or as agent to the same extent as natural
persons might or could do and in any part of the world.
The foregoing clause shall each be construed as purposes, objects and
powers and the matters expressed in each clause shall, except as otherwise
expressly provided, be in nowise limited by references to or inference from the
terms of any other clause but shall be regarded as independent purposes, objects
and powers; and the enumeration of specific purposes, objects and powers shall
not be construed to limit or restrict in any manner the meaning of the general
powers of the corporation, nor shall the expression of one thing be deemed to
exclude another, although it be of like nature, not expressed.
-6-
THIRD: That the principal office for the transaction of the business of
the corporation is to be located in the County of Fresno, State of California.
FOURTH: That this corporation shall be authorized to issue only one
class of shares; that the total number of such shares which this corporation
shall have authority to issue is Ten Thousand (10,000) shares; and that all such
shares which this corporation shall have authority to issue are to be without
par value.
FIFTH: That the number of directors of the corporation shall be Three
(3) and that the names and addresses of the persons appointed to act as the
first directors of the corporation are as follows:
[Download Table]
NAME ADDRESS
---- -------
Hans R. Sumpf 1000 Flintridge Avenue
Pasadena 3, California
Rodger B. Jensen Route 13, Box 609-A
Fresno, California
Hans C. Sumpf Route 1, Box 535
Fresno, California
SIXTH: That no assessment shall be levied on the shares of the
corporation, except for an amount which may be due the corporation on account of
the selling price of such shares and any such amount may be collected by action
or by sale or by forfeiture as is provided by law in ease of assessments upon
fully paid shares and the corporation may likewise pursue any other remedy which
it may have by law or by agreement with the subscriber.
SEVENTH: That, except as otherwise herein specifically provided, the
corporation reserves the right to amend, alter, change, repeal or supplement any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute and all rights conferred upon shareholders
herein are granted subject to this reservation.
-7-
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 15th
day of December, 1952.
/s/ Hans R. Sumpf
--------------------------------------------
Hans R. Sumpf
/s/ Rodger B. Jensen
--------------------------------------------
Rodger B. Jensen
/s/ Hans C. Sumpf
--------------------------------------------
Hans C. Sumpf
STATE OF CALIFORNIA )
)ss.
COUNTY OF LOS ANGELES )
On this 15th day of December, 1952, before me, the undersigned, a
Notary Public in and for said County and State, personally appeared HANS R.
SUMPF, RODGER B. JENSEN and HANS C. SUMPF, known to me to be the persons whose
names are subscribed to the foregoing instrument, and acknowledged to me that
they executed the same.
WITNESS my hand and official seal.
/s/
--------------------------------------------
(SEAL) Notary Public in and for said
County and State
My Commission Expires:
-8-
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
S & J RANCH. INC.
a California corporation
----------
RODGER B. JENSEN and EFFIE F. ANASTASSIOU certify that:
1. They are the President and Assistant Secretary, respectively, of S &
J Ranch, 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 74.89.
The numbers of shares voting in favor of the amendment equalled or exceed 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 as of the 13th day of December, 1989.
/s/ Rodger B. Jensen
---------------------------------------
Rodger B. Jensen
/s/ Effie F. Anastassiou
---------------------------------------
Effie F. Anastassiou
| EX-3.1(T) | Last Page of 10 | TOC | 1st | Previous | Next | ↓Bottom | Just 10th |
|---|
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
S & J RANCH, INC.
a California corporation
David W. Perrigo and Janice M. Nicols certify that
1. They are the Vice President--Taxes and Assistant Secretary,
respectively, of S & J Ranch. Inc., a California corporation.
2. Article FIRST of the Articles of Incorporation of this corporation
is amended to read as follows:
"FIRST: That the name of the Corporation shall be:
DOLE VISAGE, 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 duly
approved by the required vote of the shareholders in accordance with Section 902
of the California General Corporation Law. The total number of outstanding
shares of the corporation is 74.89. 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 true knowledge
Dated September 27, 2000.
/s/ David W. Perrigo
-----------------------------------------
David W. Perrigo
Its Vice President--Taxes
/s/ Janice M. Nicols
-----------------------------------------
Janice M. Nicols
Its Assistant Secretary
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 6/25/03 | | | | | | | S-4 |
| | 9/27/00 | | 10 |
| List all Filings |
↑Top
Filing Submission 0000892569-03-001565 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 2:13:12.1am ET 