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- S-4 Registration of securities issued in business combination transactions
- 3.1.2 Articles of Incorporation of Aboard Publishing, Inc.
- 3.1.3 Articles of Incorporation of Anchorage Daily News, Inc.
- 3.1.4 Certificate of Formation of Bellingham Herald Publishing, LLC
- 3.1.5 Articles of Incorporation of Belton Publishing Company, Inc.
- 3.1.6 Articles of Incorporation of Biscayne Bay Publishing, Inc.
- 3.1.7 Articles of Incorporation of Cass County Publishing Company
- 3.1.8 Articles of Incorporation of Columbus Ledger-enquirer, Inc.
- 3.1.9 Certificate of Incorporation of Cypress Media, Inc.
- 3.1.10 Certificate of Formation of Cypress Media, LLC
- 3.1.11 Articles of Incorporation of East Coast Newspapers, Inc.
- 3.1.12 Articles of Incorporation of Gulf Publishing Company, Inc.
- 3.1.13 Articles of Incorporation of HLB Newspapers, Inc.
- 3.1.14 Certificate of Formation of Idaho Statesman Publishing, LLC
- 3.1.15 Articles of Incorporation of Keltatim Publishing Company, Inc.
- 3.1.16 Certificate of Incorporation of Keynoter Publishing Company, Inc.
- 3.1.17 Articles of Incorporation of Lee's Summit Journal, Incorporated
- 3.1.18 Articles of Incorporation of Lexington H-L Services, Inc.
- 3.1.19 Articles of Incorporation of Macon Telegraph Publishing Company
- 3.1.20 Articles of Incorporation of Mail Advertising Corporation
- 3.1.21 Certificate of Formation of Mcclatchy Interactive LLC
- 3.1.22 Certificate of Incorporation of Mcclatchy Interactive West
- 3.1.23 Certificate of Incorporation of Mcclatchy Investment Company
- 3.1.24 Certificate of Incorporation of Mcclatchy Management Services, Inc.
- 3.1.25 Certificate of Incorporation of Mcclatchy Newspapers, Inc.
- 3.1.26 Certificate of Incorporation of Mcclatchy U.s.a., Inc.
- 3.1.27 Certificate of Incorporation of Miami Herald Media Company
- 3.1.28 Articles of Incorporation of Newsprint Ventures, Inc.
- 3.1.29 Articles of Incorporation of Nittany Printing and Publishing Company
- 3.1.30 Articles of Incorporation of Nor-tex Publishing, Inc.
- 3.1.31 Certificate of Formation of Olympian Publishing, LLC
- 3.1.32 Articles of Incorporation of Olympic-cascade Publishing, Inc.
- 3.1.33 Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.
- 3.1.34 Articles of Incorporation of Quad County Publishing, Inc.
- 3.1.35 Certificate of Formation of San Luis Obispo Tribune, LLC
- 3.1.36 Certificate of Incorporation of Star-telegram, Inc.
- 3.1.37 Articles of Incorporation of Tacoma News, Inc.
- 3.1.38 Articles of Incorporation of the Bradenton Herald, Inc.
- 3.1.39 Certificate of Incorporation of the Charlotte Observer Publishing Company
- 3.1.40 Articles of Incorporation of the News and Observer Publishing Company
- 3.1.41 Certificate of Incorporation of the State Media Company
- 3.1.42 Articles of Incorporation of the Sun Publishing Company, Inc.
- 3.1.43 Articles of Incorporation of Tribune Newsprint Company
- 3.1.44 Restated & Amended Articles of Incorporation Wichita Eagle & Beacon Publishing
- 3.1.45 Certificate of Incorporation of Wingate Paper Company
- 3.2.2 Bylaws of Aboard Publishing, Inc.
- 3.2.3 Bylaws of Anchorage Daily News, Inc
- 3.2.4 Limited Liability Company Agreement of Bellingham Herald Publishing, LLC
- 3.2.5 Amended and Restated Bylaws of Belton Publishing Company, Inc.
- 3.2.6 Bylaws of Biscayne Bay Publishing, Inc.
- 3.2.7 Amended and Restated Bylaws of Cass County Publishing Company
- 3.2.8 Bylaws of Columbus Ledger-enquirer, Inc.
- 3.2.9 Amended and Restated Bylaws of Cypress Media, Inc.
- 3.2.10 Limited Liability Company Agreement of Cypress Media, LLC
- 3.2.11 Bylaws of East Coast Newspapers, Inc.
- 3.2.12 Bylaws of Gulf Publishing Company, Inc.
- 3.2.13 Amended and Restated Bylaws of HLB Newspapers, Inc.
- 3.2.14 Limited Liability Company Agreement of Idaho Statesman Publishing, LLC
- 3.2.15 Bylaws of Keltatim Publishing Company, Inc.
- 3.2.16 Bylaws of Keynoter Publishing Company, Inc.
- 3.2.17 Bylaws of Lee's Summit Journal, Incorporated
- 3.2.18 Amended and Restated Bylaws of Lexington H-L Services, Inc.
- 3.2.19 Bylaws of Macon Telegraph Publishing Company
- 3.2.20 Amended and Restated Bylaws of Mail Advertising Corporation
- 3.2.21 Limited Liability Company Operating Agreement of Mcclatchy Interactive LLC
- 3.2.22 Bylaws of Mcclatchy Interactive West
- 3.2.23 Bylaws of Mcclatchy Investment Company
- 3.2.24 Bylaws of Mcclatchy Management Services, Inc.
- 3.2.25 Bylaws of Mcclatchy Newspapers, Inc.
- 3.2.26 Bylaws of Mcclatchy U.s.a., Inc.
- 3.2.27 Bylaws of Miami Herald Media Company
- 3.2.28 Bylaws of Newsprint Ventures, Inc.
- 3.2.29 Bylaws of Nittany Printing and Publishing Company
- 3.2.30 Bylaws of Nor-tex Publishing, Inc.
- 3.2.31 Limited Liability Company Agreement of Olympian Publishing, LLC
- 3.2.32 Bylaws of Olympic-cascade Publishing, Inc.
- 3.2.33 Bylaws of Pacific Northwest Publishing Company, Inc.
- 3.2.34 Bylaws of Quad County Publishing, Inc.
- 3.2.35 Operating Agreement of San Luis Obispo Tribune, LLC
- 3.2.36 Bylaws of Star-telegram, Inc.
- 3.2.37 Bylaws of Tacoma News, Inc.
- 3.2.38 Bylaws of the Bradenton Herald, Inc.
- 3.2.39 Bylaws of the Charlotte Observer Publishing Company
- 3.2.40 Bylaws of the News and Observer Publishing Company
- 3.2.41 Amended and Restated Bylaws of the State Media Company
- 3.2.42 Bylaws of the Sun Publishing Company, Inc.
- 3.2.43 Bylaws of Tribune Newsprint Company
- 3.2.44 Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.
- 3.2.45 Bylaws of Wingate Paper Company
- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati
- 10.1 Security Agreement, Dated As of February 11, 2010
- 10.4 First Lien Intercreditor Agreement, Dated As of February 11, 2010
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 23.1 Consent of Deloitte & Touche LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Clients
- 99.4 Form of LTR to Brokers, Dealers, Commercial Banks, Trust Cos. and Other Nominees
- 99.5 Guideline for Certification of Taxpayer Id No. on Substitute Irs Form W-9
- 20 Jul 10 Registration of securities issued in business combination transactions (amended)
- 10 Jun 10 Registration of securities issued in business combination transactions (amended)
- 9 Jun 10 Registration of securities issued in business combination transactions (amended)
- 4 Jun 10 Registration of securities issued in business combination transactions
Exhibit 3.1.6
ARTICLES OF INCORPORATION
OF
HERALD CUSTOM PUBLISHING, INC.
The undersigned, acting as incorporator of HERALD CUSTOM PUBLISHING, INC. under the Florida Business Corporation Act, adopts the following Articles of Incorporation.
ARTICLE I. NAME
The name of the corporation is HERALD CUSTOM PUBLISHING, INC. (the “Corporation”).
ARTICLE II. ADDRESS
The mailing address of the Corporation is One Herald Plaza, Miami, Florida 38180.
ARTICLE III. COMMENCEMENT OF EXISTENCE
The existence of the Corporation will commence on the date of filing of these Articles of Incorporation.
ARTICLE IV. PURPOSE
The Corporation is organized to engage in any activity or business permitted under the laws of the United States and Florida.
ARTICLE V. AUTHORIZED SHARES
The maximum number of shares that the Corporation is authorized to have outstanding at any time is 1,000 shares of common stock having a par value of $0.01 per share.
ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the Corporation is 1200 Pine Island Road, Plantation, Florida 33324 and the name of the Corporation’s initial registered agent at that address is CT Corporation System.
ARTICLE VII. INCORPORATOR
The name and street address of the incorporator is:
Sylvia B. Gonzalez, Esq.
701 Brickell Avenue
Miami, Florida 33131
ARTICLE VIII. BYLAWS
The power to adopt, alter, amend or repeal bylaws shall be vested in the board of directors and the shareholders, except that the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors.
ARTICLE IX. AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal any provision in these Articles of Incorporation in the manner prescribed by law, and all rights conferred on shareholders are subject to this reservation.
The undersigned incorporator, for the purpose of forming a corporation under the laws of the State of Florida, has executed these Articles of Incorporation on the 28th day of September, 2000.
/s/ Sylvia B. Gonzalez |
Sylvia B. Gonzalez |
Incorporator |
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That HERALD CUSTOM PUBLISHING, INC. desiring to organize under the laws of’ the State of Florida with its initial registered office as indicated in the Articles of Incorporation at 1200 Pine Island Road, Plantation, Fl 33324 has named CT Corporation System as its agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named above, at the place designated in this certificate, the undersigned agrees to act in that capacity, to comply with the provisions of the Florida Business Corporation Act, and is familiar with, and accepts, the obligations of that position.
Dated this 29 day of September, 2000.
CT CORPORATION SYSTEM | ||
By: | /s/ Vicky Goldstein | |
Name: | VICKY GOLDSTEIN | |
Title: | SPECIAL ASSISTANT SECRETARY |
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ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
HERALD CUSTOM PUBLISHING, INC.
1. The name of this corporation is Herald Custom Publishing Inc., a Florida corporation (the “Company”), whose principal office address is One Herald Plaza, Miami, Florida, 33130.
2. Article I, of the Articles of Incorporation of Herald Custom Publishing, Inc., is hereby deleted in its entirety and replaced as follows:
“ARTICLE I - NAME
The name of this Corporation is Biscayne Bay Publishing, Inc.”
3. The foregoing amendment was adopted by the sole shareholder of the Company on August 10, 2001, by unanimous written consent of such shareholder.
4. 1,000 shares of the Company’s 1,000 authorized shares of common stock, par value $.01 per share, have been Issued as of this date and as of the date of the adoption of the amendment.
IN WITNESS WHEREOF, the undersigned have duly executed the Articles of Amendment on this 10 day of August, 2001.
Herald Custom Publishing, Inc. | ||||
(Corporate Seal) | ||||
By: | /s/ Willard Soper 08/10/01 | |||
Willard Soper, Chairman |
And By: | /s/ Polk Laffoon | |||
Polk Laffoon, Secretary |
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