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- S-4 Registration of securities issued in business combination transactions
- 2.1 First Amended Joint Plan of Reorganization
- 3.1 Certificate of Incorporation of Aleris International, Inc., As Amended
- 3.2 Amended and Restated Bylaws of Aleris International, Inc.
- 3.3 Certificate of Incorporation of Aleris Rolled Products, Inc.
- 3.4 Amended and Restated Bylaws of Aleris Rolled Products, Inc.
- 3.5 Certificate of Incorporation of Aleris Rolled Products Sales Corporation
- 3.6 Amended and Restated Bylaws of Aleris Rolled Products Sales Corporation
- 3.7 Certificate of Incorporation of Aleris Recycling, Inc.
- 3.8 Amended and Restated Bylaws of Aleris Recycling, Inc.
- 3.9 Certificate of Incorporation of Aleris Specification Alloys, Inc.
- 3.10 Amended and Restated Bylaws of Aleris Specification Alloys, Inc.
- 3.11 Certificate of Incorporation of Aleris Specialty Products, Inc.
- 3.12 Amended and Restated Bylaws of Aleris Specialty Products, Inc.
- 3.13 Certificate of Incorporation of Aleris Ohio Management, Inc.
- 3.14 Amended and Restated Bylaws of Aleris Ohio Management, Inc.
- 3.15 Certificate of Formation of Aleris Recycling Bens Run, LLC
- 3.16 Second Amended and Restated LLC Agreement of Aleris Recycling Bens Run, LLC
- 3.17 Certificate of Formation of Aleris Rolled Products, LLC
- 3.18 Amended and Restated LLC Agreement of Aleris Rolled Products, LLC
- 3.19 Articles of Organization of Ets Schaefer, LLC
- 3.20 Operating Agreement of Ets Schaefer, LLC
- 3.21 Certificate of Formation of Imco Recycling of Ohio, LLC
- 3.22 LLC Agreement of Imco Recycling of Ohio, LLC
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
- 5.2 Opinion of Baker & Hostetler LLP
- 10.1 Credit Agreement
- 10.2 First Amendment to Credit Agreement
- 10.3 U.S. Security Agreement
- 10.4 Facility Agreement
- 10.5 Employment Agreement-demetriou
- 10.6 Employment Agreement-stack
- 10.7 Form of Employment Agreement-clegg, Weidenkopf and Dick
- 10.8 Aleris Holding Company 2010 Equity Incentive Plan
- 10.9 Stockholders Agreement
- 10.10 Aleris Holding Company 2010 Equity Incentive Plan Stock Option Agrmt-demetriou
- 10.11 Form of Aleris Holding Company 2010 Eip so Agrmt-stack, Clegg, Weidenkopf, Dick
- 10.12 Aleris Holding Company 2010 Equity Incentive Plan Stock Option Agrmt-dick
- 10.13 Form of Aleris Holding Company 2010 Eip Soaa with Management Team Members
- 10.14 Aleris Holding Company 2010 Equity Incentive Plan Rsu Agrmt-demetriou
- 10.15 Aleris Holding Company 2010 Equity Incentive Plan Rsu Agrmt-stack
- 10.16 Form of Aleris Holding Company 2010 Eip Rsu Agrmt-clegg, Weidenfopf and Dick
- 10.17 Aleris Holding Company 2010 Equity Incentive Plan Rsu Agrmt-dick
- 10.18 Form of Aleris Holding Company 2010 Eip Soaa with Management Team Members
- 10.19 Aleris International, Inc. Deferred Comp & Retirement Benefit Restoration Plan
- 10.20 Aleris Cash Balance Plan, As Amended and Restated
- 10.21 Aleris International, Inc. Annual Incentive Compensation Plan
- 10.22 Aleris Switzerland GMBH, Neuhausen Am Rheinfall, Pension Benefits-baan
- 10.23 Form of Aleris Holding Company 2010 Eip Director so Award Agreement
- 10.24 Form of Aleris Holding Company 2010 Eip Director Rsu Award Agreement
- 10.25 Form of Aleris Holding Company 2010 Eip Director so Award Agreement
- 10.26 Form of Aleris Holding 2010 Eip Director Rsu Award Agreement
- 10.27 Aleris Holding Company 2010 Eip Director RS Award Agreement - Wagoner, JR.
- 10.28 Employment Agreement-aleris Switzerland GMBH and Baan
- 10.29 Aleris Holding Company 2010 Eip Soa-baan
- 10.30 Aleris Holding Company 2010 Eip Rsu Agrmt-baan
- 10.31 Registration Rights Agreement
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Aleris International, Inc.
- 23.2 Consent of Ernst & Young 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 Instructions to Registered Holder Beneficial Owners
- 99.4 Form of Letter to Clients
- 99.5 Form of Letter to Registered Holders
- 1 Jul 11 Registration of securities issued in business combination transactions (amended)
- 8 Jun 11 Registration of securities issued in business combination transactions (amended)
- 19 May 11 Registration of securities issued in business combination transactions (amended)
- 30 Mar 11 Registration of securities issued in business combination transactions
Exhibit 3.19
Form 533A Prescribed by the: | Expedite this form: (select one) | |||||||
Ohio Secretary of State
| Mail form to one of the following:
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Central Ohio: (614) 466-3910 | Expedite | PO Box 1390 | ||||||
Toll Free: (877) SOS-FILE (767-3453) | Columbus, OH 43216 | |||||||
*** Requires an additional fee of $100 ***
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www.sos.state.oh.us Busserv@sos.state.oh.us | Non Expedite | PO Box 670 Columbus, OH 43216 |
ARTICLES OF ORGANIZATION FOR A DOMESTIC
LIMITED LIABILITY COMPANY
Filing Fee: $125.00
(CHECK ONLY ONE (1) BOX)
(1) | ¢ | Articles of Organization for Domestic For-Profit Limited Liability Company (115-LCA) ORC 1705 | (2) | ¨ | Articles of Organization for Domestic Nonprofit Limited Liability Company (115-LCA) ORC 1705
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Name of limited liability company | ||||||
ETS Schaefer, LLC | ||||||
Name must include one of the following words or abbreviations: “limited liability company,” “limited,” “LLC,” “L.L.C.,” “ltd ” or “ltd” | ||||||
Effective Date (Optional) mm/dd/yyyy | (The legal existence of the limited liability company begins upon the filing of the articles or on a later date specified that is not more than ninety days after filing) | |||||
This limited liability company shall exist for |
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(Optional) | Period of Existence | |||||
Purpose (Optional) |
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¨Check here if additional provisions are attached
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ORIGINAL APPOINTMENT OF AGENT
The undersigned authorized member(s), manager(s) or representative(s) of
ETS Schaefer, LLC Name of Limited Liability Company
hereby appoint the following to be Statutory Agent upon whom any process, notice or demand required or permitted by statute to be served upon the limited liability company may be served. The name and address of the agent is
CT Corporation System Name of Agent
1300 E. 9th Street Mailing Address
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Cleveland | Ohio | 44114 | ||||||||||
City | State | Zip Code | ||||||||||
¨ | If the agent is an individual and using a P.O. Box, check this box to certify the agent is an Ohio resident. | |||||||||||
ACCEPTANCE OF APPOINTMENT
The undersigned, named herein as the statutory agent for | ||||||||||||
ETS Schaefer, LLC | ||||||||||||
Name of Limited Liability Company | ||||||||||||
hereby acknowledges and accepts the appointment of agent for said limited liability company | ||||||||||||
Diane Stout, Asst. Secretary
/s/ Diane Stout | ||||||||||||
Agent’s Signature
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By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document on behalf of the limited liability company identified above.
REQUIRED | ||||||||||
Articles and original appointment of agent must be authenticated (signed) by a member, manager or other representative. | /s/ Sean M. Stack | June 1, 2010 | ||||||||
Signature | Date | |||||||||
SEAN M. STACK, PRESIDENT | ||||||||||
Print Name | ||||||||||
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Signature | Date | |||||||||
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Print Name | ||||||||||
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Signature | Date | |||||||||
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Print Name |
(See Instructions Below)