Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - KID BRANDS, INC | c91800e10vq.htm |
| EX-4.1 - EXHIBIT 4.1 - KID BRANDS, INC | c91800exv4w1.htm |
| EX-32.1 - EXHIBIT 32.1 - KID BRANDS, INC | c91800exv32w1.htm |
| EX-31.2 - EXHIBIT 31.2 - KID BRANDS, INC | c91800exv31w2.htm |
| EX-31.1 - EXHIBIT 31.1 - KID BRANDS, INC | c91800exv31w1.htm |
| EX-32.2 - EXHIBIT 32.2 - KID BRANDS, INC | c91800exv32w2.htm |
| EX-3.1.A - EXHIBIT 3.1(A) - KID BRANDS, INC | c91800exv3w1wa.htm |
| EX-3.1.C - EXHIBIT 3.1(C) - KID BRANDS, INC | c91800exv3w1wc.htm |
Exhibit 3.1(b)
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
RUSS BERRIE AND COMPANY, INC.
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
RUSS BERRIE AND COMPANY, INC.
SECRETARY OF STATE |
||
| FEDERAL EMPLOYER IDENTIFICATION NUMBER | ||
STATE OF NEW JERSEY
|
22-1815337 |
Pursuant
to the provisions of Section 14A:9-2(4) and
Section 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Restated
Certificate of Incorporation:
1. The
name of the corporation is Russ Berrie and Company, Inc.
2. The following Amendment to the Restated Certificate of Incorporation was approved by the
directors, and thereafter duly adopted by the shareholders of the Corporation on the 30th day of
April 1987.
RESOLVED,
that Article Tenth of the Restated Certificate of Incorporation
be amended to read
as follows:
TENTH, To the full extent from time to time permitted
by law, no director or officer of the Corporation shall
be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation
or its shareholders. Neither the amendment or repeal of
this Article, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article,
shall eliminate or reduce the protection afforded by this
Article to a director or officer of the Corporation with
respect to any matter which occurred, or any cause of
action, suit or claim which but for this Article would have accrued or arisen, prior to such amendment, repeal or
adoption.
3. The
number of shares outstanding at the time of the adoption of the Amendment was
14,964,315. The total number of shares entitled to vote thereon
was 14,964,315.
4. The
number of shares voting for and against such Amendment is as follows:
| Number of Shares Voting | Number of Shares Voting | |
| For Amendment | Against Amendment | |
| 11,463,975 | 214,984 |
5. The
effective date of this Amendment of the Restated Certificate of Incorporation shall be
April 30, 1987.
| RUSS BERRIE AND COMPANY, INC. |
||||
| /s/ A. Curts Cooke | ||||
| A. CURTS COOKE | ||||
| EXECUTIVE VICE PRESIDENT | ||||