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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger, Dated As of April 18, 2010
- 3.1 Certification of Incorporation of CKR Resturants, Inc
- 3.2 Amended and Restated By-laws of Cke Resturants, Inc
- 3.3 Articles of Organization of Cke Distribution, LLC
- 3.4 Operating Agreemnt of Cke Distribution , LLC
- 3.5 Articles of Organization of Aeroways, LLC
- 3.6 Operating Agrrement of Aeroways, LLC
- 3.7 Articles of Incorporation of Carl Karcher Enterprises, Inc
- 3.8 By-laws of Carl Karcher Enterprises, Inc
- 3.9 Charter of Hardee's Food Systems, Inc
- 3.10 By-laws of Hardee's Food Systems, Inc
- 3.11 Amended and Restated Articles of Incorporation of Spardee's Reality Inc
- 3.12 By-laws of Spardee's Reality , Inc
- 3.13 Articles of Incorporation of Hed, Inc
- 3.14 By-laws of Hed, Inc
- 3.15 Articles of Incorporation of Burger Chef Systems, Inc
- 3.16 By-laws of Burger Chef Systems, Inc
- 3.17 Amended and Restated Certificate of Incorporation Od Santa Barbara Resturant
- 3.18 Amended and Restated By-laws of Santa Barbara Restaurant Group, Inc
- 3.19 Articles of Incorporation of GB Franchise Corporation
- 3.20 By-laws of GB Franchise Corporation
- 3.21 Articles of Incorporation of Channel Islands Roasting Company
- 3.22 By-laws of Channel Islands Roasting Company
- 3.23 Certificate of Incorporation of Cke Reit II, Inc
- 3.24 By-laws of Cke Reit II, Inc
- 3.25 Certificate of Incorporation of Carl S JR. Region VIII, Inc
- 3.26 By-laws of Carl S JR. Region VIII, Inc
- 3.27 Articles of Incorporation of Flagstar Enterprises, Inc
- 3.28 By-laws of Flagstar Enterprises, Inc
- 4.1 Indenture Dated As of July 12,2010
- 4.2 First Supplemental Indenture
- 4.4 Registration Rights Agreement
- 5.1 Opinion of Morgan, Lewis & Bockius LLP
- 5.2 Opinion of Parker Poe Adams & Bernstein LLP
- 5.3 Independent Auditor's Report
- 10.1 Credit Agreement Dated As of July 12, 2010
- 10.2 Intercreditor Agreement, Dated As of July 12, 2010
- 10.3 Collateral Agreement, Dated As of July 12, 2010
- 10.4 Notes Copyright Security Agreement, Dated As of July 12, 2010
- 10.5 Notes Patent Security Agreement, Dated As of July 12, 2010
- 10.6 Notes Trademark Security Agreement, Dated As of July 12, 2010
- 10.7 Management Services Agreement
- 10.8 Limited Partnership Agreement of Apollo Cke Holdings, L.P.
- 10.9 Employment Agreement Between Cke Resturants, Inc and Andrew F. Puzder
- 10.10 Employment Agreement Between Cke Resturants, Inc and E. Michael Murphy
- 10.11 Employment Agreement with Theodore Abajian
- 12.1 Statement Regarding the Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Cke Resturants, Inc
- 23.1 Consent of KPMG LLP
- 25.1 Statement of Eligibility on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter from Brokers, Dealers Commercial Banks, Trust Companies
- 99.4 Clients Letter
Exhibit 3.3
This Space For Filing Use Only | ||||||||||||
A $70.00 filing fee must accompany this form. | ||||||||||||
IMPORTANT– Read Instructions before completing this form. | ||||||||||||
ENTITY NAME (End the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) | ||||||||||||
1. NAME OF LIMITED LIABILITY COMPANY
CKE Distribution, LLC | ||||||||||||
PURPOSE(The following statement is required by statute and may not be altered.) | ||||||||||||
2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. | ||||||||||||
INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside In California and both items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave item 4 blank). | ||||||||||||
3. NAME OF THE INITIAL AGENT FOR SERVICE OF PROCESS
Corporation Service Company which will do business In California as CSC Lawyers Incorporating Service | ||||||||||||
4. IF AN INDIVIDUAL, THE ADDRESS OF THE INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA | CITY | STATE | ZIP CODE | |||||||||
2730 Gateway Oaks Drive, Suite 100 | Sacramento | CA | 95833 | |||||||||
MANAGEMENT (Check only one) | ||||||||||||
5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: (CHECK ONLY ONE) ¨ ONE MANAGER ¨ MORE THAN ONE MANGER x ALL LIMITED LIABLITY COMPANY MEMBER(S)
| ||||||||||||
ADDITIONAL INFORMATION | ||||||||||||
6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. | ||||||||||||
EXECUTION | ||||||||||||
7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND NEED. | ||||||||||||
2/9/06 | ||||||||||||
SIGNATURE OF ORGANIZER | DATE | |||||||||||
Stephen T. Freeman | ||||||||||||
TYPE OR PRINT NAME OF ORGANIZER
| ![]() | |||||||||||
RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.) | ||||||||||||
8. NAME | é Stephen T. Freeman, Esq. ù | |||||||||||
FIRM | Stradling Yocca Carlson & Rauth | |||||||||||
ADDRESS | 660 Newport Center Drive, Suite 1600 | |||||||||||
CITY/STATE | ë Newport Beach, CA 92660 û | |||||||||||
LLC-1(REV 03/2005) | APPROVED BY SECRETARY OF STATE |
DOCSOC/1153285v1/018211-0000 | American LegalNet, Inc. www.USCourtForms.com |