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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 2.2 Amendment No. 1 to the Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of Ceridian Corporation
- 3.2 Amended and Restated Bylaws of Ceridian Corporation
- 3.3 Amended Articles of Incorporation of Abr Information Services, Inc.
- 3.4 Bylaws of Abr Information Services, Inc.
- 3.5 Articles of Incorporation of Abr Properties, Inc.
- 3.6 Amended Bylaws of Abr Properties, Inc.
- 3.7 Articles of Incorporation of Ceridian Benefits Services, Inc.
- 3.8 Bylaws of Ceridian Benefits Services, Inc.
- 3.9 Certificate of Incorporation of Ceridian Canada Holdings, Inc.
- 3.10 Bylaws of Ceridian Canada Holdings, Inc.
- 3.11 Certificate of Incorporation of Ceridian Recruiting Solutions, Inc.
- 3.12 Bylaws of Ceridian Recruiting Solutions, Inc.
- 3.13 Certificate of Incorporation of Ceridian Tax Service, Inc.
- 3.14 Bylaws of Ceridian Tax Service, Inc.
- 3.15 Amended Articles of Incorporation of Ceridian Retirement Plan Services, Inc.
- 3.16 Amended Bylaws of Ceridian Retirement Plan Services, Inc.
- 3.17 Amended Articles of Incorporation of Comdata Network, Inc.
- 3.18 Amended Bylaws of Comdata Network, Inc.
- 3.19 Amended and Restated Charter of Comdata Network, Inc of Australia
- 3.20 Bylaws of Comdata Network, Inc. of Australia
- 3.21 Articles of Incorporation of Comdata Network, Inc. of California
- 3.22 Bylaws of Comdata Network, Inc. of California
- 3.23 Second Amended and Restated Certificate of Incorporation of Comdata Processing
- 3.24 Amended and Restated Bylaws of Comdata Processing Systems, Inc.
- 3.25 Amended Certificate of Incorporation of Comdata Stored Value Solutions, Inc.
- 3.26 Bylaws of Comdata Stored Value Solutions, Inc.
- 3.27 Certificate of Incorporation of Comdata Telecommunications Services, Inc.
- 3.28 Amended and Restated Bylaws of Comdata Telecommunications Services, Inc.
- 3.29 Articles of Incorporation of FTB Insurance Agency, Inc.
- 3.30 Bylaws of FTB Insurance Agency, Inc.
- 3.31 Articles of Incorporation of Intertax, Inc.
- 3.32 Bylaws of Intertax, Inc.
- 4.1 Indenture
- 4.2 First Supplemental Indenture
- 4.3 Registration Rights Agreement
- 10.1 Amended and Restated Executive Employment Agreement - Kathryn V. Marinello
- 10.2 Amended and Restated Executive Employment Agreement - Gregory J. Macfarlane
- 10.3 Amended and Restated Executive Employment Agreement - Michael F. Shea
- 10.4 Amended and Restated Executive Employment Agreement - Kairus K. Tarapore
- 10.5 Executive Employment Agreement - Perry H. Cliburn
- 10.6 Ceridian Corporation Deferred Compensation Plan (2002 Revision)
- 10.7 First Declaration of Amendment to Ceridian Corp. Deferred Compensation Plan
- 10.8 Ceridian Corporation 2007 Stock Incentive Plan
- 10.9 Form of Senior Executive Form of Stock Option Agreement
- 10.10 Form of Non-senior Executive Stock Option Agreement
- 10.11 Ceridian Corporation Benefit Equalization Plan, As Amended
- 10.12 Ceridian Corporation Benefit Equalization Plan, First Declaration of Amendment
- 10.13 Ceridian Corporation Benefit Equalization Plan, Second Declaration of Amendment
- 10.14 Ceridian Corporation Benefit Equalization Plan, Third Declaration of Amendment
- 10.15 Ceridian Corporation Benefit Equalization Plan, Fourth Declaration of Amendment
- 10.16 Ceridian Corporation Employees' Benefit Protection Trust Agreement
- 10.17 First Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.18 Second Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.19 Third Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.20 Fourth Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.21 Form of Indemnification Agreement
- 10.22 Form of Change of Control Severance Policy
- 10.23 Stockholders Agreement
- 10.24 Registration Rights Agreement
- 10.25 Credit Agreement
- 10.26 Management Agreement with Fidelity National Financial, Inc.
- 10.27 Management Agreement with THL Managers VI, LLC
- 12.1 Statement Re Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Ceridian
- 23.1 Consent of Independent Registered Public Accounting Firm - KPMG LLP
- 25.1 Form T-1 Statement of Eligibility
- 25.2 Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939
- 99.1 Form of Letter to Brokers
- 99.2 Form of Letter to Clients
- CORRESP Corresp
- 15 Dec 08 Registration of securities issued in business combination transactions (amended)
- 26 Nov 08 Registration of securities issued in business combination transactions (amended)
- 12 Sep 08 Registration of securities issued in business combination transactions (amended)
- 30 Jul 08 Registration of securities issued in business combination transactions
Exhibit 3.9
CERTIFICATE OF INCORPORATION
OF
CERIDIAN CANADA HOLDINGS, INC.
ARTICLE I
The name of the Corporation is Ceridian Canada Holdings, Inc.
ARTICLE II
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 its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
The Corporation is authorized to issue one class of shares of capital stock to be designated as “Common Stock”. The total number of shares of Common Stock which the Corporation shall have authority to issue is One Hundred (100) shares, each having a par value of One Cent ($.01) amounting in the aggregate to One Dollar ($1.00).
ARTICLE V
The name and mailing address of the sole incorporator is as follows:
Name | Mailing Address | |
John A. Haveman | 8100 34th Avenue South | |
Minneapolis, MN 55425 |
ARTICLE VI
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article VI 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 with respect to acts or omissions occurring prior to such repeal or modification.
ARTICLE VII
The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly have hereunto set his hand this 15th day of December, 1997.
John A. Haveman |
Its Sole Incorporator |
STATE OF MINNESOTA | ) | |||
) | SS. | |||
COUNTY OF HENNEPIN | ) |
The foregoing instrument was acknowledged before me this 15th day of December, 1997.
Notary Public |
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