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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 3.1 Pinnacle Foods Finance LLC Certificate of Formation
- 3.2 Pinnacle Foods Finance LLC Amended and Restated Limited Liability Company Agmt
- 3.3 Pinnacle Foods Finance Corp. Certificate of Incorporation
- 3.4 Pinnacle Foods Finance Corp. Bylaws
- 3.5 Pinnacle Foods Group LLC Certificate of Formation
- 3.6 Pinnacle Foods Group LLC Limited Liability Company Agreement
- 3.7 Pinnacle Foods International Corp. Certificate of Incorporation
- 3.8 Pinnacle Foods International Corp. Bylaws
- 3.9 State of Delaware Certificate of Conversion
- 4.1 Senior Notes Indenture
- 4.2 Senior Subordinated Notes Indenture
- 4.3 Registration Rights Agreement
- 4.4 Form of Rule 144A Global Note, 9-1/4% Senior Notes Due 2015
- 4.5 Form of Regulation S Global Note, 9-1/4% Senior Notes Due 2015
- 4.6 Form of Rule 144A Global Note, 10-5/8% Senior Subordinated Notes Due 2017
- 4.7 Form of Regulation S Global Note, 10-5/8% Senior Subordinated Notes Due 2017
- 4.8 Credit Agreement
- 4.9 Security Agreement
- 4.10 Guaranty
- 4.11 Intellectual Property Security Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.1 Employment Agreement (William Darkoch)
- 10.2 Employment Agreement (William Toler)
- 10.3 Employment Agreement (Jeffrey P. Ansell)
- 10.4 Employment Agreement (Craig Steeneck)
- 10.5 Director Service Agreement (Roger Deromedi)
- 10.6 Transaction and Advisory Fee Agreement
- 10.8 Tax Sharing Agreement
- 10.15 Securityholders Agreement, Dated As of April 2, 2007
- 10.16 Peak Holdings LLC 2007 Unit Plan
- 10.17 Peak Holdings LLC Form of Award Management Unit Subscription Agreement
- 10.18 Securityholders Agreement
- 10.19 Crunch Holding Corp. 2007 Stock Incentive Plan
- 10.20 Crunch Holding Corp. 2007 Stock Incentive Plan Form of Nonqualified Stock Option
- 10.21 Trademark License Agreement
- 12.1 Computation of Ratios of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.2 Consent of KPMG LLP
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- 17 Aug 16 Registration of securities issued in business combination transactions
- 16 Dec 13 Registration of securities issued in business combination transactions
- 5 Oct 10 Registration of securities issued in business combination transactions
- 21 Dec 07 Registration of securities issued in business combination transactions
Exhibit 3.7
CERTIFICATE OF INCORPORATION
OF
PINNACLE FOODS INTERNATIONAL CORP.
The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:
FIRST: The name of the Corporation is Pinnacle Foods International Corp.
SECOND: The registered office and registered agent of the Corporation is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
FOURTH: The total number of shares of stock that the Corporation is authorized to issue is 1000 shares of Common Stock, par value $0.01 each.
FIFTH: The name of the sole incorporator is Jeffrey C. DeMartino, and his address is Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017-3954.
SIXTH: The Board of Directors of the Corporation, acting by majority vote, may adopt, amend or repeal the By-Laws of the Corporation.
SEVENTH: Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on September 25, 2007.
/s/ Anthony LoBue |
Anthony LoBue, |
Incorporator |