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(V) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1(V)
ARTICLES OF INCORPORATION
OF
EARLIBEST ORANGE ASSOCIATION, INC.
-oOo-
First : The name of this corporation is EARLIBEST ORANGE ASSOCIATION, INC.
Second : The corporation's purposes are:
(a) Primarily to engage in the specific business of processing and
marketing citrus fruits.
(b) To engage in any one or more businesses or transactions which the
Board of Directors of this corporation may from time to time authorize or
approve, whether related or unrelated to the business described in sub-paragraph
(a) above or to any other business then or theretofore done by this corporation.
(c) To exercise any and all rights and powers which a corporation may now
or hereafter exercise.
(d) 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.
(e) To transact business in the State of California or in any other
jurisdiction of the United States of America, or elsewhere in the world.
The foregoing statement of purposes shall be construed as a statement of
both purposes and powers, and the purposes and powers in each such class
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 the State of California where the principal office
for the transaction of business of this corporation is to be located is the
County of Tulare.
Fourth : The number of directors of this corporation shall be four. The
names and addresses of the persons who are appointed to act as First Directors
are:
FREDERICK R. BERGER
828 Parkside
Lindsay, California
BERTHA E. BERGER
828 Parkside
Lindsay, California
MARTIN H. LEE
311 Lenox
Exeter, California
VERA G. LEE
311 Lenox
Exeter, California
Fifth : This corporation is authorized to issue two classes of stock, to
be designated as Class "A" stock and Class "B" stock, respectively. The total
authorized capital stock of this corporation shall be 1,000 shares having an
aggregate par value of $100,000.00, of which amount 100 shares of the par value
of $100.00 each, amounting to $10,000.00, shall be known as Class "A" stock, and
900 shares of the par value of $100.00 each, amounting to $90,000.00, shall be
known as Class "B" stock.
Sixth : A statement of the preferences, privileges, and restrictions
granted to, or imposed upon the respective classes of the shares, or the holders
thereof, is as follows:
-2-
(a) The holders of Class "B" stock shall not, by reason of their holdings,
be entitled to vote at meetings of shareholders, the voting power being vested
in the holders of Class "A" stock.
(b) No distinction shall exist between the Class "A" and Class "B" shares
or the owners thereof with respect to their right to receive dividends. All net
earnings of this corporation in excess of $50,000.00 shall be paid out in
dividends from any funds legally available therefor in each year when and as
declared by the board of directors of the corporation.
(c) So long as any of the Class "B" shares shall be outstanding, this
corporation shall not without first obtaining the approval (by vote or written
consent, as provided by law) of the holders of at least two-thirds (2/3) of the
total number of Class "B" shares outstanding, alter or change the rights and
privileges of the Class "B" shares so as materially, or adversely to affect the
Class "B" shares.
(d) Except as herein stated, no distinction shall exist between the
sharers of the corporation, or the holders thereof.
IN WITNESS WHEREOF, the undersigned and above-named incorporators and
First Directors of this corporation have executed these Articles of
Incorporation on November 7, 1963.
Frederick R. Berger
-------------------------------------------
FREDERICK R. BERGER
Bertha E. Berger
-------------------------------------------
BERTHA E. BERGER
Martin H. Lee
-------------------------------------------
MARTIN H. LEE
Vera G. Lee
-------------------------------------------
VERA G. LEE
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STATE OF CALIFORNIA )
) ss.
COUNTY OF TULARE )
On November 7, 1963, before me, the undersigned, Notary Public in and for
said County and State, personally appeared FREDERICK R. BERGER, BERTHA E.
BERGER, MARTIN H. LEE, and VERA G. LEE, known to me to be the persons whose
names are ___scribed to the foregoing Articles of Incorporation, and
acknowledged to me that they executed the same.
WITNESS my hand and official seal.
ERLING H. KLOSTER
--------------------------
Erling H. Kloster, Notary Public in
and for Said County and State
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EARLIBEST ORANGE ASSOCIATION, INC.
a California corporation
RODGER B. JENSEN and EFFIE F. ANASTASSIOU certify that:
Seventh They are the President and Assistant Secretary, respectively, of
Earlibest Orange Association, Inc., a California corporation.
Eighth Article Seventh of the Articles of Incorporation of this
corporation is added as follows:
"SEVENTH. 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."
Ninth The foregoing Amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
Tenth 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
numbers of shares voting in favor of the Amendment equaled or exceed the vote
required. The percentage vote required was more than 50%.
We further declare during 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 as of the 13th day of December, 1989
/s/ Rodger B. Jensen
---------------------------------
Rodger B. Jensen
/s/ Effie F. Anastassiou
---------------------------------
Effie F. Anastassiou
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