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10-K
ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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STATE OF DELAWARE

 

SECRETARY OF STATE

 

DIVISION OF CORPORATIONS

 

FILED 09:00 AM 02/24/1993

 

930555198 – 864972

 

 

CERTIFICATE  OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

MILLFELD TRADING CO., INC.

The undersigned, being, respectively, President and Secretary of Millfeld Trading Co., Inc., a Delaware corporation (the “Corporation”),do hereby certify as follows:

FIRST: That the Board of Directors o the Corporation adopted a resolution proposing and declaring advisable that the Corporation change its name to Candie’s, Inc. by adoption of the following amendment to the Certificate of Incorporation of said corporation:

“FIRST, the name of the corporation shall be Candie’s, Inc.”

SECOND: That the Board of Directors of the Corporation adopted a resolution proposing and declaring advisable a reverse split of the Corporation’s Common Stock, $.0l par value per share, on a one-for-4.5 basis by adoption of the following amendment to the Certificate of Incorporation of said corporation:

“FOURTH: The total number of shares of  stock   which the Corporation shall have authority to issue is FIFTEEN MILLION (15,000,000) shares, of which 10,000,000 shall be  shares of common stock of the par value of $.001 each, and 5,000,000 shares be  preferred  stock, $.01 par value  per  share.

A. The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof or the Preferred Stock, and of the Common Stock are as follows:

 

A.

Preferred Stock.

The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article 4, to provide tor the issuance of the Preferred Stock in series and by filing a Certificate pursuant to the Delaware General Corporation Law to establish the number of shares to be included in each such series. The Preferred Stock may be issued either as a class without series, or as so determined from time to time by the Board of Directors, either in whole or in part in one or more series, each series to be appropriately designated by a distinguishing number, letter or title prior to the issue of any shares thereof. Whenever the term “Preferred Stock” is used in this Article 4, it shall be deemed to mean and include Preferred Stock issued as a class without series, or one or more series thereof, or both, unless the context shall otherwise require. There is hereby expressly granted to the Board of Directors of the Corporation authority, subject to the limitations provided by law, to fix the voting power, the designations, and the relative preferences, powers, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of each series of said Preferred Stock and the variations in the relative powers, rights, preferences and limitations as between series, and to increase the number of shares constituting each series, and to decrease such number of shares (but not to less than the number of outstanding shares of the series), in the resolution or resolutions adopted by the Board of Directors providing for the issue of said Preferred Stock.

 


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