- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- 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 3.5
ARTICLES OF INCORPORATION
OF
ABR PROPERTIES, INC.
THE UNDERSIGNED, acting as sole incorporator ofABR Properties, Inc.(hereinafter, the “Corporation”) under the Florida Business Corporation Act, Chapter 607 of the Florida Statutes, as hereafter amended and modified (the “FBCA”) hereby adopts the following Articles of Incorporation (the “Articles”) for the Corporation:
ARTICLE I
Name
The name of the Corporation is:ABR Properties, Inc.
ARTICLE II
Business and Activities
The Corporation may, and is authorized to, engage in any activity or business permitted under the laws of the United States and of the State of Florida.
ARTICLE III
Shares
The total number of shares which the Corporation shall have the authority to issue shall be One Thousand (1,000) shares, consisting of a single class of common stock having a par value of $.01 per share.
ARTICLE IV
Preemptive Rights
No shareholder of the Corporation shall have any preferential or preemptive right to subscribe for or purchase from the Corporation any new or additional shares of capital stock or securities convertible into shares of capital stock, of the Corporation, whether now or hereafter authorized.
ARTICLE V
Principal Office
The address of the Principal Office of the Corporation is34125 U.S. Hwy. 19 North, Palm Harbor, Pinellas County, Florida 34684. The location of the Principal Office shall be subject to change as may be provided in bylaws duly adopted by the Corporation.
ARTICLE VI
Mailing Address
The mailing address of the Corporation is34125 U.S. Hwy. 19 North, Palm Harbor, Florida 34684.
ARTICLE VII
Initial Registered Office and Agent
The address of the initial Registered Office of the Corporation is1201 Hays Street, Tallahassee, Florida 32301, and the initial Registered Agent at such address isCorporation Service Company.
ARTICLE VIII
Incorporator
The name and address of the sole incorporator of the Corporation is:Thomas E. Lange, Foley & Lardner, 100 N. Tampa Street, Suite 2700, Tampa, Florida 33602.
IN WITNESS WHEREOF, these Articles have been signed by the undersigned incorporator this 31st day of October, 1995.
/s/ Thomas E. Lange |
Thomas E. Lange, Incorporator |
2
ACCEPTANCE OF APPOINTMENT BY INITIAL
REGISTERED AGENT
THE UNDERSIGNED,a corporation resident of the State of Florida, having been named in Article VII of the foregoing Articles of Incorporation as initial Registered Agent at the office designated therein, hereby accepts such appointment and agrees to act in such capacity. The undersigned hereby states that it is familiar with, and hereby accepts, the obligations set forth in Section 607.0505, Florida Statutes, and the undersigned will further comply with any other provisions of law made applicable to it as Registered Agent ofABR Properties, Inc.
DATED,this 11 day of November, 1995.
Corporation Service Company | ||
By: | ||
Its: | Agent |
3