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- S-4 Registration of securities issued in business combination transactions
- 3.1 Wireco Worldgroup (Cayman) Inc. Amended and Restated Memorandum of Association
- 3.1 Wireco Worldgroup (Cayman) Inc. Amended and Restated Articles of Association
- 3.2 Wireco Worldgroup Inc. Certificate of Incorporation (As Amended)
- 3.2 Wireco Wordgroup Inc. Amended and Restated Bylaws (As Amended)
- 3.3 Wrca Us Holdings, Inc. Certificate of Incorporation (As Amended)
- 3.3 Wrca Us Holdings Inc. Bylaws (As Amended)
- 3.4 Wrca, LLC Certificate of Formation
- 3.4 Wrca, LLC Limited Liability Company Agreement
- 3.4 Wrca LLC Limited Liability Company Agreement Amendment
- 3.5 Wrca Distributor (Cayman) LTD. Amended and Restated Memorandum of Association
- 3.5 Wrca Distributor (Cayman) LTD. Amended and Restated Articles of Association
- 3.6 Wireco Worldgroup Sales (Cayman) LTD. Amended and Restated Memorandum of Assoc
- 3.6 Wireco Worldgroup Sales (Cayman) LTD. Amended and Restated Articles of Assoc
- 3.7 Wrca Finance (Luxembourg) S.a R.L. Constitution De Societe
- 3.8 Wrca (Luxembourg) Holdings S.a R.L. Constitution De Societe
- 3.9 Wrca (Luxembourg) S.a R.L. Constitution De Societe
- 3.10 Wrca Canadian Holdings Luxembourg S.a R.L. Constitution De Societe
- 3.11 1295728 Alberta Ulc Articles of Incorporation (As Amended)
- 3.11 1295728 Alberta Ulc By-law No. 1
- 3.12 Wireline Works Declaration of Partnership (As Amended)
- 3.12 Wireline Works Partnership Agreement
- 3.13 Phillystran Europe BV Articles of Association
- 3.14 Casar Drahtseilwerk Saar GMBH Articles of Association
- 3.15 Wrca Portugal Sociedade Unipessoal Lda Articles of Association
- 3.16 Wireco Worldgroup Portugal Holdings SGPS, S.a Articles of Association
- 3.17 Cabos & Lingas - Sociedade Portuguesa De Comercio, Limitada Articles of Assoc
- 3.18 Albino, Maia & Santos, Limitada Articles of Association
- 3.19 Manuel Rodrigues De Oliveira Sa & Filhos, S.a. Articles of Association
- 3.20 Oliveira Holland B.V. Articles of Association
- 4.1 Indenture Dated May 19, 2010
- 4.1 Form of Supplemental Indenture
- 4.1 Guarantee Dated May 19, 2010
- 4.1 Form of Outstanding 9.5% Senior Note Due 2017 (Outstanding Notes)
- 4.1 Form of Registered 9.5% Senior Note Due 2017 (Exchange Notes)
- 10.1 Ira Glazer Employment Term Sheet
- 10.2 Eric Bruder Employment Term Sheet
- 10.3 J. Keith Mckinnish Employment Term Sheet
- 10.4 James Tibbetts Employment Term Sheet
- 10.5 Shareholders Agreement
- 10.6 Shareholders Agreement
- 10.7 Stockholders Agreement
- 10.8 Management Ebitda Bonus Plan
- 10.9 Wireco Worldgroup Limited 2007 Long Term Incentive Plan (As Amended)
- 10.9 Form of Non Qualified Stock Option Agreement - Time Vesting
- 10.9 Form of Non Qualified Stock Option Agreement - Performance Vesting
- 10.10 Amended and Restated Term Loan Credit Agreement
- 10.10 Term Loan Guarantee Agreement As Amended and Restated
- 10.10 Term Loan Us Pledge Agreement (Including Form of Supplement)
- 10.10 First Amendment to Term Loan Us Pledge Agreement
- 10.10 Term Loan Us Security Agreement
- 10.10 First Amendment to Term Loan Us Security Agreement
- 10.11 Amended and Restated Abl Loan and Security Agreement
- 10.11 Abl Us Pledge Agreement (Including Form of Supplement)
- 10.11 Abl Guarantee Agreement (Including Form of Supplement)
- 10.11 Amended and Restated Intercreditor Agreement
- 10.11 Agency Assignment Agreement
- 10.12 Share Purchase Agreement
- 10.13 Purchase Agreement for 9.5% Senior Notes
- 10.13 Exchange and Registration Rights Agreement
- 10.13 Purchase Agreement for 9.5% Senior Notes
- 10.13 Exchange and Registration Rights Agreement
- 10.14 Preliminary Share Purchase Agreement
- 10.15 Equity Joint Venture Contract
- 10.15 Amendment to the Equity Joint Venture Contract
- 10.15 Capital Increase Agreement
- 12 Statement of Computation of Ratio of Earnings to Fixed Charges
- 14 Wrca U.S. Holdings Inc. Code of Business Conduct and Ethics
- 21 List of Subsidiaries
- 23.1 Consent of KPMG LLP
- 23.2 Consent of KPMG & Associados, Sroc, S.a.
- 23.3 Consent of KPMG
- 25 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- COVER Cover
- CORRESP Corresp
- 30 Jan 12 Registration of securities issued in business combination transactions (amended)
- 9 Dec 11 Registration of securities issued in business combination transactions (amended)
- 18 Nov 11 Registration of securities issued in business combination transactions (amended)
- 15 Jun 11 Registration of securities issued in business combination transactions
Exhibit 3.1(a)
THE COMPANIES LAW (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
WIRECO WORLDGROUP (CAYMAN) INC.
(ADOPTED BY SPECIAL RESOLUTION ON 29 DECEMBER 2008)
THE COMPANIES LAW (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
WIRECO WORLDGROUP (CAYMAN) INC.
(ADOPTED BY SPECIAL RESOLUTION ON 29 DECEMBER 2008)
1. | The name of the Company is WireCo WorldGroup (Cayman) Inc. (the“Company”). |
2. | The registered office of the Company will be situated at the offices ofWalkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KYI-9002, Cayman Islandsor at such other location as the Directors may from time to time determine. |
3. | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law of the Cayman Islands (as amended) (the“Law”). |
4. | The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Law. |
5. | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
6. | The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them. |
7. | The capital of the Company is US$50,000 dividend into 5,000,000 shares of a nominal or par value of US$0.01 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall |
otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. |
8. | The Company may exercise the power contained in Section 226 of the Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction. |
CERTIFIED TO BE A TRUE AND CORRECT COPY | ||
SIG: | /s/ D. Evadne Ebanks | |
D. Evadne Ebanks Assistant Registrar | ||
Date: | 09 December 2008 |