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- S-4 Registration of securities issued in business combination transactions
- 2.1 Stock Purchase Agreement, Dated April 10, 2007
- 3.1 Amended and Restated Cert. of Incorporation of Noranda Aluminum Holding Corp
- 3.2 Bylaws of Noranda Aluminum Holding Corporation
- 3.3 Certificate of Incorporation, As Amended, of Noranda Aluminum Acquisition Corp
- 3.4 Bylaws of Noranda Aluminum Acquisition Corporation
- 3.5 Certificate of Incorporation of Noranda Intermediate Holding Corp.
- 3.6 Bylaws of Noranda Intermediate Holding Corp.
- 3.7 Certificate of Incorporation, As Amended, of Noranda Aluminum, Inc.
- 3.8 Bylaws of Noranda Aluminum, Inc.
- 3.9 Certificate of Incorporation of Norandal USA, Inc.
- 3.10 Bylaws of Norandal USA, Inc.
- 3.11 Certificate of Incorporation of Gramercy Alumina Holdings Inc.
- 3.12 Bylaws of Gramercy Alumina Holdings Inc.
- 4.1 Indenture Dated May 18, 2007
- 4.2 Supplemental Indenture
- 4.3 Indenture Dated June 7, 2007
- 4.4 Form of Senior Floating Rate Note Due 2015
- 4.5 Form of Senior Floating Rate Note Due 2014
- 4.6 Registration Rights Agreement, Dated As of May 18, 2007
- 4.7 Registration Rights Agreement, Dated As of June 7, 2007
- 10.1 Credit Agreement
- 10.2 Guarantee and Collateral Agreement
- 10.3 Management Incentive Compensation Plan Term Sheet
- 10.4 Amended and Restated Noranda Aluminum Holding Corp Long-term Incentive Plan
- 10.5 Non Qualified Stock Option Agreement, Dated As of May 29, 2007
- 10.6 Form of Non Qualified Stock Option Agreement
- 10.7 Form of Subscription Agreement
- 10.8 Form of Non Qualified Stock Option Agreement
- 12.1 Computation of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.2 Consent of Ernst & Young LLP (Toronto)
- 23.3 Consent of Ernst & Young LLP (Nashville)
- 23.4 Consent of Deloitte & Touche LLP (New Orleans)
- 23.5 Consent of Deloitte & Touche LLP (Jamaica)
- 25.1 Statement of Eligibility on Form T-1 of Wells Fargo Bank, N.a.
- 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
- 9 May 08 Registration of securities issued in business combination transactions (amended)
- 28 Apr 08 Registration of securities issued in business combination transactions (amended)
- 11 Apr 08 Registration of securities issued in business combination transactions (amended)
- 31 Jan 08 Registration of securities issued in business combination transactions
Exhibit 3.11
CERTIFICATE OF INCORPORATION
OF
GRAMERCY ALUMINA HOLDINGS INC.
FIRST:The name of the corporation is Gramercy Alumina Holdings Inc. (the “Corporation”).
SECOND:The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent is The Corporation Trust Company.
THIRD:The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH:The Corporation shall have the authority to issue 1,000 (one thousand) shares of common stock, with a par value of $1 per share.
FIFTH:The name and mailing address of the incorporator is as follows:
Donald H. Messinger | 3900 Key Center, 127 Public Square Cleveland, Ohio 44114 |
SIXTH:The name and mailing address of each person who is to serve as a director of the Corporation until the first annual meeting of the stockholders or until a successor is elected and qualified is as follows:
Thomas A. Aldrich | 3900 Key Center, 127 Public Square | |
Cleveland, Ohio 44114 | ||
William R. Stewart | 3900 Key Center, 127 Public Square Cleveland, Ohio 44114 | |
Donald H. Messinger | 3900 Key Center, 127 Public Square | |
Cleveland, Ohio 44114 |
The undersigned, being the incorporator named herein, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has executed this Certificate, hereby declaring and certifying that the facts stated herein are true, as of the 5th day of March, 2004.
/s/ Donald H. Messinger |
Donald H. Messinger, Incorporator |
State of Delaware |
Secretary of State |
Division of Corporations |
Delivered 06:54 PM 03/24/2004 |
FILED 04:18 PM 03/24/2004 |
SRV 040218005 – 3770319 FILE |