Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - G III APPAREL GROUP LTD /DE/ | y04932e8vk.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
G-III APPAREL GROUP, LTD.
OF
CERTIFICATE OF INCORPORATION
OF
G-III APPAREL GROUP, LTD.
* * * * *
G-III APPAREL GROUP, LTD., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation (the “Board of Directors”) duly adopted
a resolution, in accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware, proposing and declaring advisable the following amendment
to the Certificate of Incorporation (the “Certificate of Incorporation”) of the Corporation and
directing that such proposed amendment be considered at the Corporation’s annual meeting of
stockholders:
RESOLVED, that the Certificate of Incorporation, as previously amended on June 8,
2006, be further amended pursuant to a Certificate of Amendment of Certificate of
Incorporation (the “Certificate of Amendment”), such that Paragraph (A) of Article FOURTH
of the Certificate of Incorporation be amended to read in its entirety as follows:
FOURTH: A. Authorized Capital Stock. The total number of shares
of all classes of stock which this Corporation shall have authority to issue
is EIGHTY-ONE MILLION (81,000,000) shares, consisting of ONE MILLION
(1,000,000) shares of Preferred Stock, par value $.01 per share
(hereinafter, the “Preferred Stock”), and EIGHTY MILLION (80,000,000) shares
of Common Stock, par value $.01 per share (hereinafter, the “Common Stock”).
SECOND: That pursuant to the resolution of the Board of Directors, the proposed amendment to
the Certificate of Incorporation was submitted to the stockholders of the Corporation at the annual
meeting of the stockholders of the Corporation duly called and held, upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, at which meeting a majority of
the outstanding stock entitled to vote thereon and a majority of the outstanding stock of each
class entitled to vote thereon as a class, as required by statute, voted in favor of the amendment
to the Certificate of Incorporation.
THIRD: That the aforesaid amendment has been duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of Delaware.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment of Certificate of
Incorporation to be signed on behalf of the Corporation, under penalties of perjury, and the facts
stated herein are true and correct.
Dated: June 7, 2011
| G-III APPAREL GROUP, LTD. |
||||
| By: | /s/ Morris Goldfarb | |||
| Name: | Morris Goldfarb | |||
| Title: | Chief Executive Officer | |||