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 2.26M
Business-Combination Transaction
8: EX-3.10 Bylaws 12 56K
9: EX-3.11 Amended and Restated Certificate of Incorporation 17 70K
10: EX-3.12 Bylaws 17 73K
11: EX-3.13 Articles of Incorporation 8 38K
12: EX-3.14 Bylaws 21 92K
13: EX-3.15 Articles of Incorporation 3 22K
14: EX-3.16 Bylaws 10 43K
15: EX-3.17 Certificate of Formation 2 18K
16: EX-3.18 Certificate of Amendment of the Certificate of 2 18K
Formation
17: EX-3.19 Limited Liability Company Agreement 14 56K
18: EX-3.20 Certificate of Formation 2 18K
19: EX-3.21 Certificate of Amendment of the Certificate of 2 18K
Formation
20: EX-3.22 Limited Liability Company Agreement 14 55K
21: EX-3.23 Certificate of Incorporation 8 41K
22: EX-3.24 Certificate of Amendment of the Certificate of 2 19K
Incorporation
23: EX-3.25 Amended and Restated Bylaws 11 53K
24: EX-3.26 Articles of Incorporation 3 22K
25: EX-3.27 Bylaws 9 42K
26: EX-3.28 Certificate of Incorporation 3 20K
27: EX-3.29 Bylaws 21 57K
28: EX-3.30 Certificate of Formation 2 18K
29: EX-3.31 Certificate of Amendment to the Certificate of 2 19K
Formation
30: EX-3.32 Limited Liability Company Agreement 10 41K
31: EX-3.33 Certificate of Limited Partnership 5 24K
32: EX-3.34 Limited Partnership Agreement 12 47K
33: EX-3.35 Certificate of Limited Partnership 5 24K
34: EX-3.36 Limited Partnership Agreement 12 48K
35: EX-3.37 Certificate of Incorporation 4 22K
36: EX-3.38 Certificate of Merger 3 20K
37: EX-3.39 Bylaws 20 83K
2: EX-3.4 Amended and Restated Articles of Incoporation 3 21K
3: EX-3.5 Amended and Restated Bylaws 17 98K
4: EX-3.6 Certificate of Limited of Partnership 3 24K
5: EX-3.7 Limited Partnership Agreement 11 48K
6: EX-3.8 Certificate of Incorporation 5 24K
7: EX-3.9 Certificate of Amendment of Certificate of 2 19K
Incorporation
38: EX-5.1 Opinion of Bryan Cave LLP HTML 29K
39: EX-5.2 Opinion of Oppenheimer Wolff & Donnelly LLP HTML 32K
40: EX-21.1 List of Subsidiaries 2 21K
41: EX-23.1 Consent of Bdo Seidman LLP HTML 18K
42: EX-23.2 Consent of Kpmg LLP HTML 20K
43: EX-25.1 Statement of Eligibility on Form T-1 HTML 48K
44: EX-99.1 Form of Letter of Transmittal HTML 85K
45: EX-99.2 Form of Letter to Brokers, Dealers HTML 25K
46: EX-99.3 Form of Letter to Clients HTML 28K
47: EX-99.4 Form of Notice of Guaranteed Delivery HTML 30K
EX-3.13 — Articles of Incorporation
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Exhibit 3.13
Articles of Incorporation of Sunrise Publications, Inc.
ARTICLES OF INCORPORATION
OF
SUNRISE PUBLICATIONS, INC.
The undersigned incorporator, being a natural person eighteen (18)
years of age of older, in order to form a corporation under Minnesota Statutes,
Chapter 3O2A, hereby adopts the following Articles of Incorporation:
ARTICLE I.
NAME
1.1 The name of the Corporation is Sunrise Publications, Inc.
ARTICLE II.
REGISTERED OFFICE AND AGENT
2.1 The location of the registered office of this Corporation is:
10120 West 76th Street, Eden Prairie, Minnesota 55344.
2.2 The registered agent at that address is: David R. Pomije.
ARTICLE III.
SHARES
3.1 The aggregate number Of shares of stock which this Corporation
shall have the authority to issue Ten Million (10,000,000) shares.
3.2 The Board of Directors may, from time to time, establish different
classes or series of shares and may fix the rights and preferences of said
shares in any class or series.
3.3 The Board of Directors shall have the authority to issue shares of
a class or series to holders of shares of another class or series to effectuate
share dividends, splits, or conversion of its outstanding shares.
3.4 Notwithstanding 3.2. and 3.3, if the corporation elects, or has
elected, to be taxed as a Subchapter "S" Corporation under the internal Revenue
Code of 1986, as amended, while such election remains in effect, preferred
shares shall not be authorized, nor shall the Board of Directors have any
authority with respect to establishing or fixing rights to any class or series
of shares that could disqualify the corporation from its status as a Subchapter
"S" Corporation.
3.5 The par value per share shall be One Cent ($0.01).
-1-
3.6 No shareholders shall have the right to cumulate their vote for
the election of directors and there shall be no cumulative voting for any
purpose whatsoever.
3.7 The shareholders shall not have preemptive rights to subscribe
for, purchase or acquire any shares of any class of capital stock of this
Corporation, whether unissued, or now of hereafter authorized, or any
obligations or other securities convertible into, or exchangeable for, such
shares.
3.8 The shareholders shall take action by the affirmative vote of the
holders of fifty-one percent (51%) of the voting power of the shares present,
except where a larger proportion is required by law, by these Articles, or under
a shareholder control agreement.
ARTICLE IV.
INCORPORATOR AND DIRECTORS
4.1 The name and post office address of the incorporator is Barry
Lazarus, 1600 TCF Tower, 121 South Eighth Street, Minneapolis, MN 55402.
4.2 The name and. post office address of the First. Directors are:
David R. Pomije 10120 West 76th Street
Eden Prairie, MN 55344
Stanley A. Bodine 10120 West 76th Street
Eden Prairie, MN 55344
Said Directors shall hold office for one (1) year or until a successor or
successors is/are elected.
4.3 Provided there are no vacancies on the Board of Directors, an
action required or permitted to be taken by the Board of Directors of this
Corporation may be taken by written action signed by that number of directors
that would be required to take the same action at a meeting of the Board at
which all directors are present, except as to those matters requiring
shareholder approval, in which case the written action must be signed by all
members of the Board of Directors then in office. In the event written action is
taken by less than all of the directors of this Corporation, the Chief
Executive Officer or Chief Financial Officer shall notify all of the directors
of this Corporation of the text and effective date of such written action.
4.4 The Shareholders may, from time to time, by a majority vote, or
the Board of Directors may, from time to time, by unanimous vote, adopt, amend
or repeal all or any of the Bylaws of the Corporation.
-2-
4.5 A quorum of the Board of Directors shall consist of the Sole
Director if there is only one member of the Board of Directors, or the presence
of not less than two of the Directors if there are two members of the Board of
Directors or, if more than two Directors, then a quorum of the Board of
Directors shall consist of the presence of not less than one-half (1/2) of the
Directors then in office; provided, however, that if one or more vacancies exist
on the Board of Directors, a quorum of the Board shall consist of all of the
members of the Board then serving.
ARTICLE V.
MONETARY DAMAGES
A director of this corporation shall not be liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the Minnesota Business Corporation Act as the
same exists or may hereafter be amended. Any repeal or modification of this
Article V by the shareholders of this corporation shall not adversely affect any
right or protection of the director of the corporation existing at the time of
such repeal or modification.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
October, 1994.
/s/ Barry Lazarus
----------------------------------------
Barry Lazarus
121 50 8th street # 1600
Mpla Mn 55402
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
OCT 13 1994
/s/ Illegible
----------------------------------------
Secretary of State
-3-
MINNESOTA SECRETARY OF STATE
(SEAL) NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the Instructions on the back before completing this form.
1. Entity Name: ______________________________________________________________
SUNRISE PUBLICATIONS, INC. ________________________________________________
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A post office box is not
acceptable,
33 South Sixth Street, Multifoods Tower, Minneapolis MN 55402
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign entities but
optional for Minnesota entities):
Corporation Service Company
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE ENTITY NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.
I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.
/s/ Illegible
--------------------------------------
Signature of Authorized Person EUP/CFO
Name and Telephone Number of a Contact Person: Elva Shipkowski (CSC) (302)
636-5401 Ext: 3216.
please print legibly
Filing Fee: Minnesota Corporations, Cooperatives and Limited Liability
Companies: $35.00.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
18O State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(651) 296-28O3
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
FEB 25 2002
/s/ Illegible
-------------------
Secretary of State
MINNESOTA SECRETARY OF STATE
(SEAL) NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the Instructions on the back before completing this form.
1. Entity Name: ______________________________________________________________
SUNRISE PUBLICATIONS, INC. ________________________________________________
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A post office box is not
acceptable,
405 SECOND AVENUE, SOUTH MINNEAPOLIS MN 55401
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign entities but
optional for Minnesota entities):
CT CORPORATION SYSTEM INC.
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE ENTITY NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.
I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.
/s/ Mike Jones
------------------------------------
Signature of Authorized Person
Mike Jones, V.P.
Name and Telephone Number of a Contact Person: M. Jones (800) 759-8547
please print legibly
Filing Fee: Minnesota Corporations, Cooperatives and Limited Liability
Companies: $35.00.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
18O State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(651) 296-28O3
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
OCT 01 2002
/s/ Illegible
-------------------
Secretary of State
MINNESOTA SECRETARY OF STATE
(SEAL) NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Entity Name: ____________________________
SUNRISE PUBLICATIONS, INC. ____________________________
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number.
A post office box is not acceptable.
Capitol Prof. Bldg. 590 Park St., Suite 6 St. Paul MN 55103
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign entities but
optional for Minnesota entitles):
Capitol Corporate Services, Inc.
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE ENTITY NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.
I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.
/s/ Delanie Case Attorney in Fact
-------------------------------------
Signature of Authorized Person
Name and Telephone Number of a Contact Person: Myra Simmons (800) 345-4647x153
please print legibly
Filing Fee: For Profit Minnesota Corporations, Cooperatives and Limited
Liability Companies: $35.00.
Minnesota Nonprofit Corporations: No $35.00 fee is due unless you are
adding or removing an agent.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(651) 296-2803
STATE OF MINNESOTA
FILED
AUG 12 2003
/s/ Illegible
------------------
Secretary of State
MINNESOTA SECRETARY OF STATE
(SEAL) NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Entity Name: ____________________________
Sunrise Publications, Inc. ____________________________
2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number.
A post office box is not acceptable.
405 Second Avenue South Minneapolis MN 55401
Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign entities but
optional for Minnesota entitles):
CT Corporation System Inc.
If you do not wish to designate an agent, you must list "NONE" in this box.
DO NOT LIST THE ENTITY NAME.
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.
I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.
/s/ Illegible
-------------------------------------
Signature of Authorized Person
Name and Telephone Number of a Contact Person: Julie Adcock (214) 979-1172
please print legibly
Filing Fee: For Profit Minnesota Corporations, Cooperatives and Limited
Liability Companies: $35.00.
Minnesota Nonprofit Corporations: No $35.00 fee is due unless you are
adding or removing an agent.
Non-Minnesota Corporations: $50.00.
Make checks payable to Secretary of State
Return to: Minnesota Secretary of State
180 State Office Bldg.
100 Rev. Dr. Martin Luther King Jr. Blvd.
St. Paul, MN 55155-1299
(651) 296-2803
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
JAN 30 2004
/s/ Illegible
-------------------
Secretary of State
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