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- S-4 Registration of securities issued in business combination transactions
- 3.3 Aq Holdings, Inc. Amended and Restated Certificate of Incorporation
- 3.4 Aq Holdings, Inc. By-laws
- 3.5 Aquaria, Inc. Second Amended & Restated Articles of Incorporation
- 3.6 Aquaria, Inc. Amended and Restated By-laws
- 3.7 Aquarium Systems Inc. Certificate of Incorporation
- 3.8 Aquarium Systems Inc. By-laws
- 3.9 DB Online, LLC Articles of Organization
- 3.10 DB Online, LLC Operating Agreement
- 3.11 Ground Zero Inc. Articles of Incorporation
- 3.12 Ground Zero, Inc By-laws
- 3.13 Ib Nitrogen Inc. Certificate of Incorporation
- 3.14 Ib Nitrogen Inc. By-laws
- 3.15 Jungletalk International, Inc. Certificate of Incorporation
- 3.16 Jungletalk International, Inc. By-laws
- 3.17 Nu-gro America Corp. Certificate of Incorporation
- 3.18 Nu-gro America Corp. By-laws
- 3.19 Nu-gro Technologies, Inc. Certificate of Incorporation
- 3.20 Nu-gro Technologies, Inc. By-laws
- 3.21 Nu-gro Us Holdco Corporation Certificate of Incorporation
- 3.22 Nu-gro Us Holdco Corporation By-laws
- 3.23 Perfecto Holding Corp. Fourth Amended and Restated Certificate of Incorporation
- 3.24 Perfecto Holding Corp Amended and Restated By-laws
- 3.25 Perfecto Manufacturing, Inc. Certificate of Incorporation
- 3.26 Perfecto Manufacturing, Inc. By-laws
- 3.27 Pets 'N People, Inc. Articles of Incorporation
- 3.28 Pets 'N People, Inc. By-laws
- 3.33 Schultz Company Amended Articles of Incorporation
- 3.34 Schultz Company By-laws
- 3.35 Southern California Foam, Inc. Articles of Incorporation
- 3.36 Southern California Foam, Inc. By-laws
- 3.37 Sylorr Plant Corp. Certificate of Incorporation
- 3.38 Sylorr Plant Corp. By-laws
- 3.39 Tetra Holdings (Us), Inc. Certificate of Incorporation
- 3.40 Tetra Holdings (Us), Inc. By-laws
- 3.41 United Industries Corporation Amended and Restated Certificate of Incorporation
- 3.42 United Industries Corporation By-laws
- 3.43 United Pet Group, Inc. Amended and Restated Certificate of Incorporation
- 3.44 United Pet Group, Inc. Amended and Restated By-laws
- 3.45 Willinger Bros., Inc. Certificate of Incorporation
- 3.46 Willinger Bros., Inc. By-laws
- 3.47 WPC Brands, Inc. Third Amended and Restated Articles of Incorporation
- 3.48 WPC Brands, Inc. By-laws
- 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
- 5.2 Opinion of James T. Lucke, SR. Vice Pres., Secretary and Gen. Counsel of Rayovac
- 5.3 Opinion of Thompson Coburn LLP
- 5.4 Opinion of Foley & Lardner LLP.
- 5.5 Opinion of Cades Schutte LLP
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.1 Consent of KPMG LLP
- 23.2 Consent of Pricewaterhousecoopers LLP Auditores Independentes
- 23.3 Consent of Pricewaterhousecoopers LLP (Relating to United Industries Corp)
- 23.4 Consent of Pricewaterhousecoopers LLP (Relating to United Pet Group)
- 23.5 Consent of Ernst & Young LLP (Relating to Nu-gro Corporation)
- 23.6 Consent of KPMG LLP (Relating to Tetra Holding (Us), Inc. and Subsidiary)
- 25.1 Form T-1 U.S. Bank National Association
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Cos. and Others
- 99.4 Form of Letter to Clients
EXHIBIT 3.27
ARTICLES OF INCORPORATION
OF
PETS AND PEOPLE, INC.
The name of this corporation is Pets and People, Inc.
The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
The name and address in the State of California of this corporation’s initial agent for service of process is:
Joe Weiss
5312 Ironwood Street
Rancho Palos Verdes, Ca. 90274
This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is twenty-five thousand (25,000)
Dated: March 13, 1981 | /s/ David S. Kirbach | |
David S. Kirbach | ||
I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed. | ||
/s/ David S. Kirbach | ||
David S. Kirbach |
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
JOSEPH H. WEISS and MARCIA WEISS certify that:
1. They are President and Secretary, respectively, of PETS AND PEOPLE, INC., a California Corporation.
2. The first full sentence of the Articles of Incorporation of this corporation is amended to read as follows:
“The name of this corporation is PETS ‘N PEOPLE, INC.”
3. The following provision is hereby added to the Articles of Incorporation:
“The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.”
4. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.
5. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 25,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than fifty percent (50%).
We further declare under 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:05/28/92, 1992.
/s/ Joseph H. Weiss |
JOSEPH H. WEISS, President |
/s/ Marica Weiss |
MARCIA WEISS, Secretary |
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