SKULLCANDY, INC. - FORM S-1 - EX-3.2 - CERTIFICATE OF CORRECTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - January 28, 2011

Attached files

file filename
S-1 - FORM S-1 - SKULLCANDY, INC.ds1.htm
EX-4.3 - MODIFICATION AGREEMENT - SKULLCANDY, INC.dex43.htm
EX-3.4 - AMENDED AND RESTATED BYLAWS - SKULLCANDY, INC.dex34.htm
EX-4.2 - SECURITY HOLDERS AGREEMENT - SKULLCANDY, INC.dex42.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - SKULLCANDY, INC.dex31.htm
EX-10.4 - CONVERTIBLE SECURED PROMISSORY NOTE - SKULLCANDY, INC.dex104.htm
EX-10.2 - UNSECURED SUBORDINATED PROMISSORY NOTE - SKULLCANDY, INC.dex102.htm
EX-10.1 - REVOLVING CREDIT AND SECURITY AGREEMENT - SKULLCANDY, INC.dex101.htm
EX-10.3 - AMENDMENT TO UNSECURED SUBORDINATED PROMISSORY NOTE - SKULLCANDY, INC.dex103.htm
EX-10.9 - LEASE ADDENDUM NO. 1 - SKULLCANDY, INC.dex109.htm
EX-10.7 - FORM OF SUBORDINATED PROMISSORY NOTE - SKULLCANDY, INC.dex107.htm
EX-10.5 - AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENT - SKULLCANDY, INC.dex105.htm
EX-10.8 - LEASE AGREEMENT - SKULLCANDY, INC.dex108.htm
EX-10.6 - AMENDMENT TO CONVERTIBLE PROMISSORY NOTE - SKULLCANDY, INC.dex106.htm
EX-10.15 - 2008 EQUITY INCENTIVE PLAN - SKULLCANDY, INC.dex1015.htm
EX-10.11 - LEASE ADDENDUM NO. 3 - SKULLCANDY, INC.dex1011.htm
EX-10.13 - 2005 STOCK PLAN - SKULLCANDY, INC.dex1013.htm
EX-10.16 - FORM OF STOCK OPTION AGREEMENT UNDER 2008 EQUITY INCENTIVE PLAN - SKULLCANDY, INC.dex1016.htm
EX-10.14 - FORM OF STOCK OPTION AGREEMENT UNDER 2005 STOCK PLAN - SKULLCANDY, INC.dex1014.htm
EX-10.10 - LEASE ADDENDUM NO. 2 - SKULLCANDY, INC.dex1010.htm
EX-10.12 - MASTER SERVICES AGREEMENT - SKULLCANDY, INC.dex1012.htm
EX-23.2 - CONSENT OF ERNST & YOUNG LLP - SKULLCANDY, INC.dex232.htm
EX-10.19 - EMPLOYMENT AND NON-COMPETE AGREEMENT (RICHARD ALDEN) - SKULLCANDY, INC.dex1019.htm
EX-10.25 - INTERNATIONAL DISTRIBUTION AGREEMENT - SKULLCANDY, INC.dex1025.htm
EX-10.20 - EMPLOYMENT AND NON-COMPETE AGREEMENT (JEREMY ANDRUS) - SKULLCANDY, INC.dex1020.htm

Exhibit 3.2

CERTIFICATE OF CORRECTION

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SKULLCANDY, INC.

Skullcandy, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

A. The name of the Corporation is Skullcandy, Inc.

B. An Amended and Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”) was filed with the Secretary of State of the State of Delaware on November 26, 2008. The Restated Certificate was corrected by Certificate of Correction filed December 2, 2008. The Restated Certificate requires further correction as permitted by Section 103(f) of the General Corporation Law of the State of Delaware.

C. Section 7(c)(i) of ARTICLE V of the Restated Certificate contained an inaccuracy or defect that it was missing a reference to Section 6(d) of ARTICLE V and Section 6.1 of the SHA (as defined in the Restated Certificate) and is hereby corrected to read as follows:

“(i) subject to Section 6(d) of ARTICLE V hereof and Section 6.1 of the SHA, increase or decrease the authorized number of directors constituting the Board of Directors, make any changes to the powers, structure, or composition of the Board of Directors or establish any committees of the Board of Directors;”

D. In order to amalgamate all corrections to the Restated Certificate made to date, the Restated Certificate is hereby corrected in its entirety in its corrected form as Exhibit A hereto.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed by Richard P. Alden, a duly authorized officer of the Corporation, on December 5, 2008.

 

/s/ Richard P. Alden
Richard P. Alden,
Authorized Officer

 

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SKULLCANDY, INC. Reports