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Premium Standard Farms Inc/New, et al. – ‘S-4’ on 6/29/01 – EX-3.5

On:  Friday, 6/29/01, at 3:15pm ET   ·   Accession #:  950123-1-504009   ·   File #s:  333-64180, -01, -02, -03, -04

Previous ‘S-4’:  None   ·   Next & Latest:  ‘S-4/A’ on 8/10/01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/29/01  Premium Standard Farms Inc/New    S-4                   49:2.3M                                   RR Donnelley/FA
          Lundy International Inc
          Premium Standard Farms of North Carolina Inc
          Lundy Packing Co/MO
          PSF Group Holdings Inc

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               170    804K 
                          Business-Combination Transaction                       
 2: EX-1.1      Placement Agreement                                   26     97K 
 3: EX-2.1      Articles of Merger                                     6     33K 
 4: EX-3.1.A    Certificate of Incorporation                          17     70K 
 5: EX-3.1.B    Certificate of Amendment                               2     17K 
14: EX-3.10     Restated By-Laws                                      20     80K 
 6: EX-3.2.A    Certificate of Incorporation                           2     19K 
 7: EX-3.2.B    Certificate of Correction                              1     16K 
 8: EX-3.4      Articles of Incorporation                              3     20K 
 9: EX-3.5      Certificate of Incorporation                           3     19K 
10: EX-3.6      Amended and Restated By-Laws                          22     88K 
11: EX-3.7      Amended and Restated By-Laws                          20     84K 
12: EX-3.8      Restated By-Laws                                      23     94K 
13: EX-3.9      Restated By-Laws                                      23     94K 
15: EX-4.1.A    Indenture                                            106    411K 
16: EX-4.1.B    Specimen Certificate                                  12     47K 
17: EX-4.2      Registration Rights Agreement                         21     82K 
18: EX-4.3.A    Credit Agreement                                      73    278K 
19: EX-4.3.B    First Amendment to Credit Agreement                   15     59K 
20: EX-4.3.C    Second Amendment to Credit Agreement                   8     41K 
21: EX-4.3.D    Third Amendment to Credit Agreement                    5     28K 
22: EX-4.3.E    Fourth Amendment to Credit Agreement                  27    102K 
23: EX-4.3.F    Fifth Amendment to Credit Agreement                   13     55K 
24: EX-4.3.G    Guaranty Agreement                                     7     39K 
25: EX-5.1      Opinion of Blackwell Sanders Peper Martin LLP          2     20K 
26: EX-10.1     1999 Equity Incentive Plan                            20     77K 
36: EX-10.10    Stock Purchase Agreement                              47    184K 
37: EX-10.11    Market Hog Contract Grower Agreement                   9     44K 
27: EX-10.2     Long-Term Incentive Plan                               9     32K 
28: EX-10.3     Executive Level Severance Plan                        13     54K 
29: EX-10.4     Vice President Level Severance Plan                   13     54K 
30: EX-10.5     Special Executive Retirement Plan                     16     69K 
31: EX-10.6.A   Premium Standard Farms Deferred Compensation Plan     17     71K 
32: EX-10.6.B   Amendment No.1 Psf Deferred Compensation Plan          2     17K 
33: EX-10.7     Consulting Agreememt                                   8     36K 
34: EX-10.8     Services Agreement                                    10     47K 
35: EX-10.9     Consulting Agreement                                   4     22K 
38: EX-12.1     Statement Re Computation of Ratio of Earnings          1     17K 
39: EX-21.1     Subsidiaries                                           1     14K 
40: EX-23.2     Consent of Arthur Andersen LLP                         1     14K 
41: EX-23.3     Consent of Kpmg LLP                                    1     14K 
42: EX-25.1     Form T-1                                              29     98K 
43: EX-25.2     Statement of Eligibility and Qualification on T-1     30    100K 
44: EX-99.1     Form of Letter                                         2     22K 
45: EX-99.2     Form of Letter of Transmittal                          9     42K 
46: EX-99.3     Form of Notice of Guaranteed Delivery                  4     24K 
47: EX-99.4     Form of Instructions                                   2     20K 
48: EX-99.5     Form of Letter to Clients                              2±    16K 
49: EX-99.6     Guidelines                                             4±    23K 


EX-3.5   —   Certificate of Incorporation

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Exhibit 3.5 CERTIFICATE OF INCORPORATION OF PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC. ARTICLE I NAME The name of the Corporation is Premium Standard Farms of North Carolina, Inc. ARTICLE II REGISTERED OFFICE; REGISTERED AGENT The street address of the initial registered office of the Corporation is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of its initial registered agent at that address is The Corporation Trust Company. ARTICLE III PURPOSES The Corporation is formed for the purpose of engaging in any lawful act or activity that may be taken by, and to exercise any powers permitted to, corporations organized under the General Corporation Law of Delaware. ARTICLE IV AUTHORIZED STOCK The aggregate number of shares which the Corporation may issue is 5000 shares of Common Stock with no par value. Each share of Common Stock issued shall be entitled to one vote. No additional Common Stock and no classes of Preferred Stock may be issued.
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ARTICLE V BOARD OF DIRECTORS The number of directors constituting the initial Board of Directors is five (5). The number of directors may be changed as provided in the bylaws. The names and addresses of the persons who will serve as directors until the first annual meeting of stockholders or until their successor is elected and qualified are as follows: [Download Table] NAME ADDRESS Paul J. Fribourg 277 Park Avenue New York, NY 10172 Vart K. Adjemian 277 Park Avenue New York, NY 10172 Mark R. Baker 277 Park Avenue New York, NY 10172 Teresa E. McCaslin 277 Park Avenue New York, NY 10172 Michael J. Zimmerman 277 Park Avenue New York, NY 10172 ARTICLE VI BYLAWS In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized and empowered to make, alter or repeal the Bylaws of the Corporation. ARTICLE VII LIMITATION ON DIRECTOR LIABILITY No Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as Director; provided, however, that this limitation of liability of a Director shall not apply with respect to (i) any breach of the Director's duty of loyalty to the Corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any 2
EX-3.5Last Page of 3TOC1stPreviousNextBottomJust 3rd
liability arising under Section 174 of the General Corporation Law of the State of Delaware and (iv) any transaction from which the Director derives an improper personal benefit. ARTICLE VIII INCORPORATOR The name and mailing address of the incorporator of the Corporation is as follows: Spruillco, Ltd., 3600 Glenwood Avenue, Raleigh, North Carolina 27612. IN WITNESS WHEREOF, the undersigned, being the sole incorporator, does hereby make this certificate for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, and does hereby certify that the facts set forth herein are true and correct. Dated this 11th day of September, 2000. SPRUILLCO, LTD., Incorporator By: /s/ Samuel W. Johnson Name: Samuel W. Johnson Title: Vice President 3
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Filing Submission 0000950123-01-504009   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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