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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 3.1.26
CERTIFICATE OF INCORPORATION
OF
KR U.S.A., INC.
FIRST: The name of the Corporation is KR U.S.A., INC.
SECOND: The address of the Corporation’s registered office is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801, and the name of its registered agent thereat is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act for which a corporation may be organized under the Delaware General Corporation Law.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares of common stock, one cent ($.01) par value per share.
FIFTH: The name and mailing address of the incorporator is Alison W. Miller, 2200 Museum Tower, 150 West Flagler Street, Miami, Florida 33130. The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation and the following persons shall serve as directors until the first annual meeting of stockholders or until their successors are elected and qualified:
Name | Address | |
Alvah H. Chapman, Jr. | c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132 | |
Mary Jean Connors | c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132 | |
John C. Fontaine | c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132 | |
Ross Jones | c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132 | |
Bernard H. Ridder, Jr. | c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132 |
Name | Address | |
P. Anthony Ridder | c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132 | |
Patrick J. Tierney | c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132 |
SIXTH: The Board of Directors is expressly authorized to adopt, alter, amend or repeal the ByLaws of the Corporation. Election of directors need not be by written ballot unless and to the extent provided in the ByLaws of the Corporation.
SEVENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
The rights and authority conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation or the ByLaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.
IN WITNESS WHEREOF, I have signed this Certificate of Incorporation on this 24 day of July, 1996.
/s/ Allison W. Miller |
Alison W. Miller, Incorporator |
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CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
KR U.S.A., INC.
KR U.S.A., Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
A. The name of the corporation is KR U.S.A., Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on July 29, 1996.
B. This Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation.
C. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends the provisions of the corporation’s Certificate of Incorporation as set forth herein.
D. Article I of the Certificate of Incorporation is hereby amended to read in its entirety as follows:
“The name of the Corporation is McClatchy U.S.A., Inc.”
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed by Karole Morgan-Prager, its Secretary, effective as of January 30, 2007.
By: | /s/ Karole Morgan-Prager | |
Karole Morgan-Prager Secretary |
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