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EX-3
5
0005.txt
EXHIBIT 3.4
EXHIBIT 3.4
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
James R. Langevin, Secretary of State
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
Hasbro, Inc.
I, James R. Langevin, Secretary of State of the State of Rhode Island
and Providence Plantations, hereby certify that duplicate originals
of Articles of Amendment to the Articles of Incorporation of
Hasbro, Inc.
duly signed and verified pursuant to the provisions of Chapter 7-1.1-
56 of the General Laws, 1956, as amended, have been received in this
office and are found to conform to law. The affixed is a duplicate
original of the Articles of Amendment.
WITNESS my hand and the
seal of the State of Rhode
Island and Providence
Plantations this 28th day of
June 2000.
[SEAL OF THE STATE /s/ James R. Langevin
OF RHODE ISLAND AND Secretary of State
PROVIDENCE PLANTATIONS]
By:/S/Cathryn Villonis
State of Rhode Island and Providence Plantations
Office of the Secretary of State
Corporations Divisions
100 North Main Street
Providence, RI 02903-1335
Business Corporation
----------------------
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
(To be Filed In Duplicate Original)
Pursuant to the provisions of Section 7-1.1.56 of the General Laws,
1956, as amended, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is Hasbro, Inc.
2. The shareholders of the corporation (or, where no shares have
been issued, the board of directors of the Corporation) on May
17,2000, in the manner prescribed by Chapter 7-1.1 of the General
Laws, 1956, as amended, adopted the following amendment(s) to the
Articles of Incorporation:
[Insert Amendment(s)]
(if additional space is required, please list on a
separate attachment)
Article FOURTH of the Restated Articles of Incorporation is restated
in its entirety as follows:
FOURTH: The total amount of authorized capital stock of the
Corporation, with par value, shall be Three Hundred Twelve Million
Five Hundred Thousand Dollars ($312,500,000), as follows, viz:
Common Stock in the amount of Three Hundred Million Dollars
($300,000,000), to be divided into Six Hundred Million (600,000,000)
shares of the par value of Fifty Cents ($.50) each;
Preference Stock in the amount of Twelve Million Five Hundred
Thousand Dollars ($12,500,000) to be divided into Five Million
(5,000,000) shares of the par value of Two and 50/100 Dollars ($2.50)
each.
3. The number of shares of the corporation outstanding at the time
of such adoption was 172,363,696; and the number of shares entitled
to vote thereon was 172,363,696.
4. The designation and the number of outstanding shares of each
class entitled to vote thereon as a class were as follows: (if
inapplicable, insert "none")
Class Number of Shares
------- ----------------------
Common 172,363,696
5. The number of shares voted for such amendment was 134,777,620; and
the number of shares voted against such amendment was 9,593,695.
6. The number of shares of each class entitled to vote thereon as a
class voted for and against such an amendment, respectively, was: (if
inapplicable, insert "none.")
Number of Shares Voted
Class For Against
------ ---- --------
Common 134,777,620 9,593,695
7. The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided
for in the amendment shall be effected, is as follows: (if no
change, so state)
No change
-------------
8. The manner in which such amendment effects a change in the amount
of stated capital, and the amount (expressed in dollars) of stated
capital as changed by such amendment, are as follows: (if no change,
so state)
No change
-------------
9. As required by section 7-1.1-57 of the General Laws, the
corporation has paid all fees and franchise taxes.
10. Date when amendment is to become effective upon filing
------------
(not prior to, nor more than 30 days after, the filing of these
articles of amendment)
Date: June 12, 2000 Hasbro, Inc.
------------- ------------
Print Corporate Name
By /s/ Herbert M. Baum
-------------------
--X-- President or ---- Vice President (check one)
AND
------
By /s/ Phillip H. Waldoks
---------------------
--X-- Secretary or --- Assistant Secretary (check one)
STATE OF RHODE ISLAND
------------
COUNTY OF PROVIDENCE
------------
In Pawtucket, on this 12th day of June, 2000 personally appeared
before me Herbert M. Baum who, being by me first duly sworn, declared
that he is the President of the corporation and that he signed the
foregoing document as such of the corporation, and that the
statements herein contained are true.
/s/ Marie D. Pamental
----------------------
Notary Public
My Commission Expires: 2/5/01