Photronics, Inc.
Charter Amendment in a 10-K on 12/23/2019   Download
SEC Document
SEC Filing
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106

1.
Name of Corporation (Please enter name within lines)
PHOTRONICS, INC.
 
 
 
 
2.
The Certificate if Incorporation is: (Check one)
 
 
 
x  A.
Amended only, pursuant to Conn. Gen. Stat. Section 33-360.
 
 
 
 
o   B.
Amended only, to cancel authorized shares (state number of shares to be cancelled, the class, the series, if any, and the par value, P.A. 90-107.)
 
 
 
 
o   C.
Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
 
 
 
 
o   D.
Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c).
 
 
 
 
o   E.
Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d).
 
 
 
 
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2x11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
 
 
RESOLVED, that the Certificate of Incorporation be amended by striking the first paragraph of Article Third in its entirety and substituting therefor the following:
 
 
 
3)
The aggregate number of shares which the Corporation shall have the authority to issue is 22,000,000 shares, of which 2,000,000 shares shall be shares of Preferred Stock having a par value of $0.01 per share (hereinafter called “Preferred Stock”) and 20,000,000 shares shall be shares of Common Stock having a par value of $0.01 per share(hereinafter called “Common Stock”).
 
 
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
 
 
3.
(Check one)
 
 
 
o
A. This Certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and there is no discrepancy between the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation. (If 3A is checked, go to 5 & 6 to complete this certificate.).


 
o
B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.)
 
 
 
4.
(Check, if true)
 
 
 
o
This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation.
 
 
 
5.
The manner of adopting the resolution was as follow
 
 
 
 
x
A. By the board of directors and shareholders pursuant to Conn. Gen. Stat. Section 33 – 360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.)
 
 
 
 
 
(i) x
No shares are required to be voted as a class; the shareholder’s vote was as follows:
 
 
 
 
Vote Required for Adoption 3,288,639 Vote Favoring Adoption 5,151,790
 
 
 
 
 
 
(ii) o
There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows:
(Use and 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. (S) 1 - 9.)
 
 
 
 
 
 
(iii) x
Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. (S) 33 - 311a(a)
 
 
 
 
 
o
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.(S) 33 - 360(b)(2) or 33-362(a).
 
The number of affirmative votes required to adopt such resolution is: _______________________
 
The number of directors’ voted in favor of resolution was:
 
We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true:
 

 
(Print or Type)
 
Signature
 
(Print or Type)
 
Signature
 
 
 
 
 
 
 
Name of Pres.
 
 
 
Name of Sec.
 
 
Michael J. Yomazzo
 
/s/ Michael J. Yomazzo
 
Jeffrey P. Moonan
 
/s/ Jeffrey P. Moonan


o
C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation and approved in writing by all subscribers for shares of the corporation. If there are no subscribers, state NONE below.
 
We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true.
 
Signed Incorporator
Signed Incorporator
Signed Incorporator
Signed Subscriber
Signed Subscriber
Signed Subscriber
 
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat (S) 1 - 9)
 
6. Dated at Brookfield, CT this 16th day of March, 1995
 
 
Rec, CC. GS: (Type or Print)
 
CT Corporation System
 
One Commercial Plaza
 
Hartford, CT 06103-3597
 
Please provide filer’s name and complete address for mailing receipt