EXHIBIT 3.1
DELAWARE
---------------------------- PAGE 1
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "ELITE PHARMACEUTICALS,
INC.", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF JULY,
A.D. 2004, AT 12:59 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
KENT COUNTY RECORDER OF DEEDS.
2791326 8100 [SEAL] /s/ Harriet Smith Windsor
--------------------------
040545173 Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3257234
DATE: 07-27-04
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ELITE PHARMACEUTICALS, INC.
ELITE PHARMACEUTICALS, 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 as follows:
FIRST: The Board of Directors of the Corporation, by vote, adopted the
following resolution setting forth the amendment to the Certificate of
Incorporation of the Corporation as filed on October 1, 1997, as amended on
October 24, 1997, further amended on March 13, 1988 and further amended on June
1, 1998:
RESOLVED, that the Board of Directors deems it in the best interest of the
Corporation to amend the Certificate of Incorporation of the Corporation, as
amended (the "CERTIFICATE OF INCORPORATION"), by deleting Articles Fourth of the
Certificate of Incorporation in its entirety and replacing it with the
following:
"FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
Seventy Million (70,000,000) shares, consisting of Five
Million (5,000,000) shares of Preferred Stock each with a
$.01 par value, and Sixty-Five Million (65,000,000) shares
of Common Stock each with a par value of $.01 per share.
Subject to the provisions of Section 151 of the General
Corporation Law, the Board of Directors of the Corporation
is authorized to issue the shares of Preferred Stock in one
or more series and determine the number of shares
constituting each such series, the voting powers of shares
of each such series and the designations, preferences and
relative, participating, optional or other specific rights,
and qualifications, limitations or restrictions as set forth
in a resolution or resolutions of the Board of Directors
providing for the issue of such stock.
SECOND: That the holders of a majority of the outstanding stock of the
Corporation entitled to vote thereon, and the holders of a majority of the
outstanding stock of each class entitled to vote thereon as a class, were given
written notice of the proposed amendment to the Certificate of Incorporation and
voted in favor of the adoption of the amendment to the Certificate of
Incorporation.
THIRD: That said amendment was duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:59 PM 07/26/2004
FILED 12:59 PM 07/26/2004
SRV 040545173 - 2791326 FILE
IN WITNESS WHEREOF, Elite Pharmaceuticals, Inc. has caused this certificate
to be signed by its Chief Executive Officer as of July 22, 2004.
/s/ Bernard Berk
-------------------------
Bernard Berk
Chief Executive Officer
-2-