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- S-4/A Registration of securities issued in business combination transactions
- 3.1 Certificate of Amendment of Certificate of Incorporation of Chill Holdings, Inc.
- 3.2 Certificate of Incorporation of Chill Holdings, Inc.
- 3.3 By-laws of Chill Holdings, Inc.
- 3.4 Certificate of Incorporation of Chill Acquisition, Inc.
- 3.5 By-laws of Chill Acquisition, Inc.
- 3.6 Amended and Restated Certificate of Incorporation of Goodman Global, Inc.
- 3.7 Amended and Restated Bylaws of Goodman Global, Inc.
- 3.8 Certificate of Incorporation of Frio, Inc.
- 3.9 Certificate of Amendment of Certificate of Incorporation of Frio, Inc.
- 3.10 Bylaws of Frio, Inc.
- 3.11 Certificate of Incorporation of Quietflex Holding Company
- 3.12 Bylaws of Quietflex Holding Company
- 3.13 Certificate of Formation of Goodman Manufacturing I LLC
- 3.14 L.L.C. Agreement of Goodman Manufacturing I LLC
- 3.15 Certificate of Formation of Goodman Manufacturing II LLC
- 3.16 L.L.C. Agreement of Goodman Manufacturing II LLC
- 3.17 Certificate of Formation of Goodman Holding Company, L.L.C.
- 3.18 Amended and Restated L.L.C. Agreement of Goodman Holding Company, L.L.C.
- 3.19 Certificate of Formation of Goodman Canada, L.L.C.
- 3.20 Amended and Restated L.L.C. Agreement of Goodman Canada, L.L.C.
- 3.21 Certificate of Formation of Goodman II Holdings Company, L.L.C.
- 3.22 Amended and Restated L.L.C. Agreement of Goodman II Holdings Company, L.L.C.
- 3.23 Certificate of L.P. of Rai Merger L.P.
- 3.24 Certificate of Amendment of Certificate of L.P. of Rai Merger L.P.
- 3.25 Certificate of Amendment of Certificate of L.P. of the Amana Company, L.P.
- 3.26 Certificate of Amendment of Certificate of L.P. of Amana Company, L.P.
- 3.27 Agreement of L.P. of Rai Merger L.P.
- 3.28 Amended and Restated Articles of Incorporation of Pioneer Metals, Inc.
- 3.29 Articles of Amndmnt to Articles of Inc. of Goodman Global Distribution S.e., Inc
- 3.30 Amended and Restated Bylaws of Goodman Distribution S.e., Inc.
- 3.31 Articles of Incorporation of Amana Holding Company
- 3.32 Bylaws of Goodman Appliance Holding Company
- 3.33 Articles of Incorporation of Goodman Distribution Corp.
- 3.34 Articles of Amendment of Articles of Incorporation of Goodman Distribution Corp.
- 3.35 Articles of Amendment to the Articles of Inc. of American Distribution, Inc.
- 3.36 Articles of Amendment to the Articles of Inc. of American Distributors, Inc.
- 3.37 Bylaws of American Distributors, Inc.
- 3.38 Articles of Incorporation of Goodman Holding Company
- 3.39 Bylaws of Goodman Holding Company
- 3.40 Articles of Incorporation of GMC Sales Corp.
- 3.41 Articles of Amendment to the Articles of Incorporation of GMC Sales Corp.
- 3.42 Bylaws of GMC Sales Corp.
- 3.43 Cerificate of L.P. of Goodman Manufacturing Company, L.P.
- 3.44 Amended and Restated Agreement of L.P. of Goodman Manufacturing Company, L.P.
- 3.45 Certificate of L.P. of Quietflex Manufacturing Company, L.P.
- 3.46 Agreement of L.P. of Quietflex Manufacturing Company, L.P.
- 3.47 First Amendment to Agreement of L.P. of Quietflex Manufacturing Company, L.P.
- 3.48 Certificate of L.P. of Nitek Acquisition Company, L.P.
- 3.49 Agreement of L.P. of Nitek Acquisition Company, L.P.
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.10 Chill Holdings, Inc. 2008 Stock Incentive Plan
- 10.11 Chill Holdings, Inc. 2008 Annual Incentive Compensation Plan
- 10.24 Employment Agreement Between Goodman Global, Inc. and David L. Swift
- 10.25 Employment Agreement Between Chill Acquisitions, Inc. and Charles A. Carroll
- 23.2 Consent of Ernst & Young LLP
- 24.1 Power of Attorney of David L. Swift
- CORRESP Corresp
Exhibit 3.34
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
GOODMAN DISTRIBUTION CORP.
* * * * *
PURSUANT to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned Corporation adopted the following Articles of Amendment to its Articles of Incorporation to change the name of the Corporation.
ARTICLE ONE
The name of the Corporation is GOODMAN DISTRIBUTION CORP.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by all of the shareholders of the Corporation by a written unanimous consent dated August 14, 1990:
ARTICLE I of the Articles of Incorporation is amended in its entirety so that, as amended, ARTICLE I shall be read as follows:
“ARTICLE I
Name
The name of the Corporation is:
AMERICAN DISTRIBUTORS, INC.”
ARTICLE THREE
The number of shares of the Corporation outstanding at the time of such adoption was 100 shares of Common Stock, $.01 par value per share, and the number of shares entitled to vote thereon was 100 shares of Common Stock, $.01 par value per share.
ARTICLE FOUR
The holders of all of the shares outstanding and entitled to vote on this amendment have signed a written unanimous consent adopting this amendment.
ARTICLE FIVE
This amendment does not provide for an exchange, reclassification or cancellation of issued shares of the Corporation’s capital stock.
ARTICLE SIX
This amendment effects no change in the amount of stated capital of the Corporation.
DATED: August 14, 1990.
GOODMAN DISTRIBUTION CORP. | ||
By: | /s/ Harold V. Goodman | |
Harold V. Goodman, President | ||
By: | /s/ Thomas O. Burkett | |
Thomas O. Burkett, Secretary |
- 2 -
STATEMENT OF CHANGE OF REGISTERED
OFFICE AND REGISTERED AGENT
BY A PROFIT CORPORATION
1. | The name of the corporation is American Distributors, Inc. |
The corporation’s charter number is 01154943.
2. | The address of the CURRENT registered office as shown in the records of the Texas Secretary of State is: |
STREET ADDRESS: 1600 First Interstate Plaza, 1000 Louisiana
CITY: Houston, TEXAS ZIP 77002
3. | The address of the NEW registered office is |
STREET ADDRESS: 1501 Seamist
CITY: Houston, TEXAS ZIP 77008
4. | The name of the CURRENT registered agent, as shown in the records of the Secretary of State of the State of Texas, is Andrew J. Clark, III. |
5. | The name of the NEW registered agent is Thomas Burkett. |
6. | Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law. |
7. | The changes shown above were authorized by: Board of Directors |
AMERICAN DISTRIBUTOR, INC. |
/s/ Thomas O. Burkett |
An Authorized Officer |