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- 2.1 Share Purchase Agreement, Dated As of May 10, 1999
- 2.2 Amendment No. 1 to the Share Purchase Agreement, Dated As of June 3, 1999
- 2.3 Form of Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of Rabbit Hill Holdings, Inc.
- 3.2 Certificate of Amendment of Certificate of Incorporation
- 3.3 Certificate of Amendment of Certificate of Incorporation
- 3.4 Certificate of Amendment of Certificate of Incorporation
- 3.5 Certificate of Amendment of Certificate of Incorporation
- 3.6 Certificate of Amendment of Certificate of Incorporation
- 3.7 By-laws of Rabbit Hill Holdings, Inc.
- 3.8 Form of Certificate of Incorporation of Fca Acquisition Corp.
- 3.10 By-laws of Fca Acquisition Corp.
- 3.11 Form of Certificate of Merger
- 4.1 Shareholders' Agreement, Dated As of June 3, 1999
- 4.2 Amendment NO.1 to Shareholders' Agreement, Dated As of February 15, 2001
- 5.1 Opinion of Winston & Strawn LLP
- 10.1 Employment Agreement, Dated As of December 17, 2004, John E Carroll, JR.
- 10.1.1 Amendment to Employment Agreement
- 10.2 Employment Agreement, Dated As of November 22, 2004, Kevin P. Bagby
- 10.3 Amendment to Employment Agreement, Dated As of December 21, 2004
- 10.4 Employment Agreement, Dated As of December 20, 2004, Edward J. Whalen
- 10.5 Employment Agreement, Dated As of December 20, 2004, Glen T. Karan
- 10.6 2005 Long-term Incentive Plan and Form of Option Agreement
- 10.7 Deferred Financing Fee Agreement, Dated As of June 3, 1999
- 10.7.1 Amendment to Deferred Financing Fee Agreement
- 10.8 Management Services Agreement, Dated As of June 3, 1999
- 10.8.1 Amendment to Management Services Agreement
- 10.9 Management Services Agreement, Dated As of June 3, 1999
- 10.9.1 Amendment to Management Services Agreement
- 10.10 Consulting Agreement, Dated As of June 3, 1999
- 10.10.1 Amendment to Consulting Agreement
- 10.11 Management Agreement, Dated As of June 3, 1999
- 10.11 Amendment to Management Agreement
- 10.12 Management Services Agreement, Dated As of June 3, 1999
- 10.12.1 Amendment to Management Agreement
- 10.13 Purchase Agreement, Dated As of June 3, 1999
- 10.14 Form of 15% Senior Note Due 2006
- 10.15 Waiver and Amendment NO.1 to Purchase Agreement, Dated As of September 11, 2003
- 10.16 Form of 15% Senior Note Due 2008
- 10.17 Purchase Agreement, Dated As of February 20, 2001
- 10.18 Credit Agreement, Dated As of September 11, 2003
- 10.19 Credit Agreement, Dated As of October 17, 2003
- 10.20 Purchase Agreement, Dated As of November 19, 2003
- 10.21 Waiver and First Amendment to Lasalle Credit Agreement
- 10.22 Waiver and Amendment to Purchase Agreement, Dated As of December 17, 2004
- 10.23 Letter of Waiver, Dated As of December 21, 2004
- 10.24 Letter of Waiver, Dated As of December 29, 2004 by Lasalle Bank National Assoc.
- 10.25 Letter of Waiver, Dated As of December 29, 2004, by the Purchasers Named Therein
- 10.26 Letter of Waiver, Dated As of December 29, 2004, by General Electric Capital
- 10.27 Lease Agreement
- 10.28 Committment Letter and Term Sheet
- 10.29 Management Incentive Plan
- 21.1 Subsidiaries of Freight Car America, Inc.
- 23.1 Consent of Deloitte & Touche LLP
- 99.1 Consent of Robert N. Tidball
- 99.2 Consent of S. Carl Soderstrom, JR.
Exhibit 3.8
CERTIFICATE OF INCORPORATION
of
FCA ACQUISITION CORP.
(Pursuant to Section 102 of the General
Corporation Law of the State of Delaware)
THE UNDERSIGNED, desiring to form a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), hereby certifies as follows:
FIRST: The name of the corporation is: FCA ACQUISITION CORP. (the “Corporation”).
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in, promote, and carry on any lawful act or activity for which corporations may be organized under the GCL.
FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is: (i) 50,000,000 shares of common stock with a par value of $0.01 per share and (ii) 2,500,000 shares of preferred stock with a par value of $0.01 per share.
FIFTH: The name and mailing address of the sole incorporator of the Corporation is A.J. Como c/o Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166.
SIXTH: The board of directors of the Corporation shall have the power to adopt, amend or repeal the Bylaws of the Corporation at any meeting at which a quorum is present by the affirmative vote of a majority of the whole board of directors. Election of directors need not be by written ballot. Any director may be removed at any time with or without cause, and the vacancy resulting from such removal shall be filled, by vote of a majority of the stockholders of the Corporation at a meeting called for that purpose or by unanimous consent in writing of the stockholders.
SEVENTH: To the fullest extent permitted by law, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
THE UNDERSIGNED has executed this Certificate of Incorporation this 15th day of March, 2005.
/s/ A.J. Como |
A.J. Como Sole Incorporator |