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 173 870K
Business-Combination Transaction
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 4 31K
11: EX-3.10 Articles of Incorporation/Organization or By-Laws 9 45K
12: EX-3.11 Articles of Incorporation/Organization or By-Laws 3 31K
13: EX-3.12 Articles of Incorporation/Organization or By-Laws 13 52K
14: EX-3.13 Articles of Incorporation/Organization or By-Laws 2 28K
15: EX-3.14 Articles of Incorporation/Organization or By-Laws 48 165K
16: EX-3.15 Articles of Incorporation/Organization or By-Laws 34 119K
17: EX-3.16 Articles of Incorporation/Organization or By-Laws 2 29K
18: EX-3.17 Articles of Incorporation/Organization or By-Laws 5 35K
19: EX-3.18 Articles of Incorporation/Organization or By-Laws 2 27K
20: EX-3.19 Articles of Incorporation/Organization or By-Laws 2 27K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 4 33K
21: EX-3.20 Articles of Incorporation/Organization or By-Laws 4 32K
22: EX-3.21 Articles of Incorporation/Organization or By-Laws 4 32K
23: EX-3.22 Articles of Incorporation/Organization or By-Laws 3 30K
24: EX-3.23 Articles of Incorporation/Organization or By-Laws 3 28K
25: EX-3.24 Articles of Incorporation/Organization or By-Laws 3 31K
26: EX-3.25 Articles of Incorporation/Organization or By-Laws 13 72K
27: EX-3.26 Articles of Incorporation/Organization or By-Laws 7 41K
28: EX-3.27 Articles of Incorporation/Organization or By-Laws 6 41K
29: EX-3.28 Articles of Incorporation/Organization or By-Laws 7 42K
30: EX-3.29 Articles of Incorporation/Organization or By-Laws 7 42K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws 3 31K
31: EX-3.30 Articles of Incorporation/Organization or By-Laws 6 40K
32: EX-3.31 Articles of Incorporation/Organization or By-Laws 6 40K
33: EX-3.32 Articles of Incorporation/Organization or By-Laws 6 40K
34: EX-3.33 Articles of Incorporation/Organization or By-Laws 6 41K
35: EX-3.34 Articles of Incorporation/Organization or By-Laws 13 50K
36: EX-3.35 Articles of Incorporation/Organization or By-Laws 11 54K
37: EX-3.36 Articles of Incorporation/Organization or By-Laws 7 42K
38: EX-3.37 Articles of Incorporation/Organization or By-Laws 12 57K
39: EX-3.38 Articles of Incorporation/Organization or By-Laws 7 42K
40: EX-3.39 Articles of Incorporation/Organization or By-Laws 6 40K
5: EX-3.4 Articles of Incorporation/Organization or By-Laws 5 38K
41: EX-3.40 Articles of Incorporation/Organization or By-Laws 13 72K
42: EX-3.41 Articles of Incorporation/Organization or By-Laws 7 41K
43: EX-3.42 Articles of Incorporation/Organization or By-Laws 6 41K
44: EX-3.43 Articles of Incorporation/Organization or By-Laws 6 41K
45: EX-3.44 Articles of Incorporation/Organization or By-Laws 7 41K
46: EX-3.45 Articles of Incorporation/Organization or By-Laws 7 41K
47: EX-3.46 Articles of Incorporation/Organization or By-Laws 6 41K
48: EX-3.47 Articles of Incorporation/Organization or By-Laws 7 42K
49: EX-3.48 Articles of Incorporation/Organization or By-Laws 7 42K
6: EX-3.5 Articles of Incorporation/Organization or By-Laws 4 38K
7: EX-3.6 Articles of Incorporation/Organization or By-Laws 1 26K
8: EX-3.7 Articles of Incorporation/Organization or By-Laws 1 26K
9: EX-3.8 Articles of Incorporation/Organization or By-Laws 31 97K
10: EX-3.9 Articles of Incorporation/Organization or By-Laws 5 37K
50: EX-4 Instrument Defining the Rights of Security Holders 155 401K
51: EX-10.1 Material Contract 92 356K
60: EX-10.10 Material Contract 78 267K
61: EX-10.11 Material Contract 32 131K
62: EX-10.12 Material Contract 5 34K
63: EX-10.13 Material Contract 21 53K
64: EX-10.14 Material Contract 14 57K
65: EX-10.15 Material Contract 50 173K
66: EX-10.16 Material Contract 71 171K
52: EX-10.2 Material Contract 3 28K
53: EX-10.3 Material Contract 13 53K
54: EX-10.4 Material Contract 116 492K
55: EX-10.5 Material Contract 39 99K
56: EX-10.6 Material Contract 167 415K
57: EX-10.7 Material Contract 145 360K
58: EX-10.8 Material Contract 55 157K
59: EX-10.9 Material Contract 94 241K
67: EX-12 Statement re: Computation of Ratios 1 27K
68: EX-21 Subsidiaries of the Registrant 2 28K
69: EX-23.3 Consent of Experts or Counsel 1 25K
70: EX-23.4 Consent of Experts or Counsel 1 25K
71: EX-25 Statement re: Eligibility of Trustee 10 60K
72: EX-27 Financial Data Schedule (Pre-XBRL) 1 29K
73: EX-99.1 Miscellaneous Exhibit 14 80K
74: EX-99.2 Miscellaneous Exhibit 4 35K
EX-3.20 — Articles of Incorporation/Organization or By-Laws
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Exhibit 3.20
CERTIFICATE OF INCORPORATION
OF
ROBERT ALLEN FABRICS, INC.
----------------------
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter call the "corporation") is
ROBERT ALLEN FABRICS, INC.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 229 South State
Street, City of Dover, County of Kent; and the name of the registered agent of
the corporation in the State of Delaware at such address is the Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authroity to issue is One Thousand (1,000), all of which are wihout par
value. All such shares are of one class and are Common Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
---- ---------------
J. A. Kent 229 South State Street, Dover, Delaware 19901
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the By-Laws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have
the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other By-Laws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with
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the provisions of Section 190 of the General Corporation Law of the State
of Delaware, and, after the corporation has received any payment for any
of its stock, the power to adopt, amend, or repeal the By-Laws of the
corporation may be exercised by the Board of Directors of the corporation;
provided, however, that any provision for the classification of directors
of the corporation for staggered terms pursuant to the provisions of
subsection (d) of Section 141 of the General Corporation Law of the State
of Delaware shall be set forth in an initial By-Law or in a By-Law adopted
by the stockholders entitled to vote of the corporation unless provisions
for such classification shall be set forth in this certificate of
incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever
the corporation shall be authorized to issue more than one class of stock,
no outstanding share of any class of stock which is denied voting power
under the provisions of the certificate of incorporation shall entitle the
holder thereof to the right to vote at any meeting of stockholders except
as the provisions of paragraph (2) of subsection (b) of section 242 of the
General Corporation Law of the State of Delaware shall otherwise require;
provided that no share of any such class which is otherwise denied voting
power shall entitle the holder thereof to vote upon the increase or
decrease in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provide for herein shall not be deemed exclusive of any other
rights to which those
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TENTH From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.
Signed on August 11, 1986.
/s/ J. A. Kent
---------------------------------------------
J. A. Kent
Incorporator
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