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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 3.15
SOLE SHAREHOLDER’S PRIVATE LIMITED LIABILITY COMPANY
Article First
Type and Name
1. | The company is a sole shareholder’s private limited liability company and adopts the name of WRCA PORTUGAL — SOCIEDADE UNIPESSOAL LDA, and has its registered office at Rua de S. João de Brito, number 605E, 1.o 1.2, Oporto, parish of Ramalde, borough of Porto. |
2. | The company has the corporate number 509579442 and the social security number 25095794422. |
3. | By resolution of the company’s management, the company may set up or close down any subsidiaries, branches, delegations, agencies or any local forms of representation in Portugal or abroad. |
Article Second
Corporate Purpose
1. | The corporate purpose of the company is to: a) fabricate, import, export, and, in general, trade, by gross or retail, any kind of raw materials, products, items and goods for domestic or industrial consumption, particularly (i) cables of natural and synthetic fiber, wire nets and cables of any kind, including their respective completion works, (ii) minerals, metals and chemical products for industry and (iii) equipments and machines for industry; commercial agency concerning the purchase of the referred goods; (b) purchase, sell and exploit any other form of any type of intellectual property rights; (c) render consultancy services regarding any kind of activities included in the company’s corporate purpose; (d) render management services and to back up company’s management bodies; (e) let machines and industrial equipment; (f) produce market analysis and surveys, marketing, advertising and market and exhibitions organization; (g) purchase to re-sale, promote, construct and commercialize real estate and real estate projects; (h) manage its own securities portfolio, particularly any financial instruments and securities as well as any financial investments. |
2. | The company may participate in the share capital of other companies with a different corporate purpose or companies regulated by special laws, and to participate in complementary groups of companies. |
Article Third
Share Capital and Shares
The share capital in the amount of € 5,000.00 (five thousand Euros), fully subscribed in cash shall be paid up in the upcoming five working days, is represented by one share held by WRCA (LUXEMBOURG), HOLDINGS S.A.R.L., with registered office at 412 F, Route d’Esch, L-1030, Luxembourg, with the corporate number 980440440.
Article Forth
Management
1. | The management of the company and its representation belongs to who is appointed as manager by the sole shareholder. |
2. | The company binds itself by the manager’s signature. |
3. | The shareholder decides if the company’s management is remunerated. |
Article Fifth
Transitory provision
The following managers are by now appointed:
a) | Ira Leslie Glazer, married, resident at 7105NW Scenic Drive, Parkville, MO 64152, United States, taxpayer number 271690690; |
b) | James Keith McKinnish, married, resident at 2211 NE 107 Terrace, Kansas City, 64155, United States, taxpayer number 271690950. |
The shareholder declares it will deposit the share capital within five working days according to the law.
The shareholder declares having been informed that it has to submit the commencement of activity declaration for tax purposes, within the legal term of 15 working days.