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EX-99.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - XCel Brands, Inc.v242159_ex99-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):         December 1, 2011

XCEL BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
000-31553
 
76-0307819
(Commission File Number)
 
(IRS Employer Identification No.)
     
475 10th Avenue, 4th Floor, New York, NY
 
10018
(Address of Principal Executive Offices)
 
(Zip Code)

(347) 727-2474
(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
Item 5.03          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Effective December 1, 2011, XCel Brands, Inc. (the “Company”) restated and amended its certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) pursuant to the unanimous consent of its board of directors (the “Board”) and the written consent of a majority of the Company’s stockholders.  It is annexed hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01 Financial Statement and Exhibits.
 
(d)
 
Exhibits.
     
99.1
 
  Amended and Restated Certificate of Incorporation of XCel Brands, Inc.
 
 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
 
XCEL BRANDS, INC.
(Registrant)
 
By:
/s/ James F. Haran
 
Name:
James F. Haran
 
Title:
Chief Financial Officer

Date: December 2, 2011

 
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