Print Page  Close Window

10-K
ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
Entire Document
 << Previous Page | Next Page >>

 

 

STATE OF DELAWARE

 

SECRETARY OF STATE

 

DIVISION OF CORPORATIONS

 

FILED 09:01 AM 02/03/2000

 

001055461 – 0864972

CANDIE’S, INC.

 

CERTIFICATE OF DESIGNATION

OF THE VOTING POWERS, DESIGNATIONS,

PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR

OTHER SPECIAL RIGHTS, AND OF THE QUALIFICATIONS,

LIMITATIONS OR RESTRICTIONS, OF SERIES A

JUNIOR PARTICIPATING PREFERRED STOCK

($.01 Par Value Per Share)

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

 

 

The undersigned hereby certifies that the following resolution was duly adopted by the Board of Directors of Candie’s, Inc. (the “Corporation”), a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), on January 25, 2000:

RESOLVED, that pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation, a Series A Junior Participating Preferred Stock of the Corporation is hereby created, and the designation and amount thereof and the voting powers, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof, are as follows:

Section 1. Designation and Number of Shares. The shares of  such series shall be designated as “Series A Junior Participating Cumulative Preferred Stock” (“Series A Preferred  Stock”). The number of shares initially constituting  the Series A Stock  shall be 18,000; provided, however, that, if more than a total of 18,000 shares of Series A Preferred Stock shall be at any time issuable upon the exercise of Rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of January 26, 2000, between the Corporation and Continental Stock Transfer and Trust Company, as Rights Agent, as amended from time to time (the  “Rights Agreement”), the Board of Directors, pursuant to Section 151(g) of the DGCL, shall direct by resolution or resolutions that a certificate be properly executed,  acknowledged, filed  and recorded, in accordance with the provisions of Section 103 thereof, providing for the total number of shares of Series A Preferred Stock authorized to be issued to be increased (to the extent that the Certificate of Incorporation then permits) to the largest number of whole shares (rounded up to the nearest whole number) then issuable upon exercise of such  Rights.

Section 2. Dividends and Distributions.

(a) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise),

 


 << Previous Page | Next Page >>