Exhibit 3.15
CERTIFICATE OF INCORPORATION
OF
THE CLOTHING COMPANY, INC.
The name of the corporation is
THE CLOTHING COMPANY, INC.
The address of its registered office in the State of 229 South State
Street, in the City of Dover, County of Kent. The name of its registered
agent at such address is The Prentice-Hall Corporation System, Inc.
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is three thousand (3,000); all of such shares shall be
without par value.
5. The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
Harold E. Berritt Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.
Meetings of stock holders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true and
accordingly have hereunto set my hand this 4th day of April, 1989.
/s/ Berritt
----------------------------------------
Harold E. Berritt, Incorporator
- 2 -
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE CLOTHING COMPANY, INC.
THE CLOTHING COMPANY, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That pursuant to Section 241 of the General Corporation Law of the
State of Delaware, a majority of the incorporators of the Certificate of
Incorporation of the Corporation hereby authorizes the amendment of such
certificate by striking out Article I thereof and by substituting the following
new Article 1:
"The name of the Corporation is Claire's DC Corp."
SECOND: The Corporation has not received any payment for any of its stock.
I, being the solo incorporator, hereby sign this Certificate of Amendment
of Certificate of Incorporation pursuant to Section 241 of the General
Corporation Law of the State of Delaware this 2nd day of February, 1990.
/s/ Berritt
--------------------------------------
Harold E. Berritt, Sole Incorporator
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CLAIRE'S DC CORP.
CLAIRE'S DC CORP., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That pursuant to Section 241 of the General Corporation Law of the
State of Delaware, the sole incorporator of the Corporation hereby authorizes
the first article of the Certificate of Incorporation of the Corporation to be
amended in its entirety to read as follows:
"The name of the Corporation is Claire's Franchising Corp."
SECOND: The Corporation has received no payment for any of its stock.
I, being the sole incorporator, hereby execute this Certificate of
Amendment to the Certificate of Incorporation of the Corporation pursuant to
Section 241 of the General Corporation Law of the State of Delaware this 4th day
of November 1991.
/s/ Berritt
---------------------------------
Harold E. Berritt,
Sole Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 10/03/1995
950226330 - 2192750
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
CLAIRE'S FRANCHISING CORP., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is THE PRENTICE-HALL
CORPORATION SYSTEM, INC. and the present registered office of the corporation is
in the county of KENT
The Board of Directors of CLAIRE'S FRANCHISING CORP. adopted the following
resolution on the 6th day of June, 1994.
Resolved, that the registered office of CLAIRE'S FRANCHISING CORP. in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, CLAIRE'S FRANCHISING CORP. has caused this statement
to be signed by Marshall Ferguson and Norma Ruiz, its Vice-President and Asst.
Secretary*, this 21st day of September, 1995.
/s/ Norma Ruiz /s/ Marshall Ferguson
- ------------------------- ----------------------------------
Assistant Secretary Vice President
- ------------------------- ----------------------------------
(Title) (Title)
*Any authorized officer or the chairman or Vice-Chairman of the Board of
Directors may execute this certificate.
(DEL. - 264 - 6/15/94)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:00 AM 12/08/1997
971417150 - 2192750
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Claire's Franchising Corp.. a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY;
FIRST. That the Board of Directors of said corporation, Claire's
Franchising Corp., adopted a resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Claire's
Franchising Corp. be amended by changing the First Article thereof
so that, as amended, said Article shall be and read as follows:
First: The name of the corporation is: SASSY DOO!, INC.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Claire's Franchising Corp. has caused this
certificate to be signed by Ira Kaplan, its Treasurer, this 8th day of December,
1997.
Claire's Franchising Corp.
By /s/ Ira Kaplan, Treasurer
----------------------------------
Ira Kaplan, Treasurer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:30 AM 12/12/1997
971428809 - 2192750
CERTIFICATE OF CORRECTION FILED TO CORRECT
CERTAIN ERROR IN THE CERTIFICATE OF
OF AMENDMENT OF SASSY DOO!, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON DECEMBER 8, 1997.
SASSY DOO!, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is SASSY DOO!, INC.
2. That a Certificate of amendment was filed by the Secretary of State of
Delaware on December 8, 1997 and that said Certificate requires correction as
permitted by Section 103 of the General Corporation Law of the State of
Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows: to correct the new name of the corporation.
4. Article one of the certificate is corrected as follows:
1. The name of the corporation is: SASSY D00!, INC.
IN WITNESS WHEREOF, said SASSY DOO!, INC, has caused this Certificate to
be signed by Ira Kaplan, its treasurer, this 11th day of December, 1997.
SASSY DOO!, INC.
By /s/ Ira Kaplan
------------------------------
Ira Kaplan
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/15/1999
991240665 - 2192750
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation"} is
SASSY DOO!, INC.
2. The registered office of the corporation within the State of Delaware
is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New
Castle.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to Corporation Service Company, the business office of which is
identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on June 1, 1999.
/s/ Kathleen E. Rossi
---------------------------------------
KATHLEEN E. ROSSI, Vice President
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/07/2000
001181443 - 2192750
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
SASSY DOO!, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.
The Board of Directors of SASSY DOO!, INC. adopted the following
resolution on the February 16, 2000.
Resolved, that the registered office of SASSY DOO!, INC. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, SASSY DOO!, INC. has caused this statement to be
signed by Kathleen E. Rossi, its Vice President, this 3/7/00.
/s/ Kathleen E. Rossi
---------------------------------------
KATHLEEN E. ROSSI, Vice President