EXHIBIT 3.01.D
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, 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 "QUANTUM RESTAURANT GROUP, INC.", CHANGING ITS NAME FROM "QUANTUM RESTAURANT
GROUP INC.," TO "MORTON'S RESTAURANT GROUP, INC.," FILED IN THIS OFFICE ON THE
NINTH DAY OF MAY, A.D. 1996, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
2174262 8100 AUTHENTICATION: 7940060
960134948 DATE: 05-09-96
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
QUANTUM RESTAURANT GROUP, INC.
Pursuant to the provisions of Section 242 of the General Corporation Law
of the State of Delaware (the "GCL"), Quantum Restaurant Group, Inc. (The
"Corporation") hereby certifies as follows:
FIRST: The Certificate of Incorporation of the Corporation was filed with
the Delaware Secretary of State on October 3, 1988 and an Amended and Restated
Certificate of Incorporation was filed with the Delaware Secretary of State on
June 3, 1992 (the "Amended and Restated Certificate").
SECOND: The First Amendment to the Amended and Restated Certificate was
filed with the Delaware Secretary of State on May 19, 1995.
THIRD: The Amended and Restated Certificate of the Corporation, as amended
heretofore, is hereby further amended as follows:
Article I of the Amended and Restated Certificate of Incorporation
of the Corporation is hereby amended so that it shall henceforth read in
its entirety as follows:
"The Name of the Corporation is Morton's Restaurant Group, Inc. (The
"Corporation")."
FOURTH: The foregoing amendment to the Amended and Restated Certificate was
duly adopted in accordance with the provisions of Section 242 of the GCL, the
board of directors of the Corporation having duly adopted resolutions at a
meeting of the board of directors held on January 30, 1996 setting forth such
amendment, declaring its advisability and directing that it be considered by the
stockholders of the Corporation entitled to vote thereon, such amendment was
duly adopted by a majority of the outstanding shares of Common Stock of the
Corporation at an annual meeting of the Stockholders held on May 9, 1996.
IN WITNESS WHEREOF, the undersigned has executed this Second Amendment to
the Amended and Restated Certificate of Incorporation as of this 9th day of May,
1996.
By: /s/ Thomas J. Baldwin
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Name: Thomas J. Baldwin
Title: Senior Vice President
[SPECIMEN STOCK CERTIFICATE--Front]
COMMON STOCK COMMON STOCK
PAR VALUE $ 0.01 PAR VALUE $ 0.01
C 19237NUMBER [SEAL] THIS CERTIFICATE IS TRANSFERABLE
INCORPORATED UNDER THE IN BOSTON, MASSACHUSETTS
LAWS OF THE STATE OF OR NEW YORK, NEW YORK
DELAWARE
QUANTUM RESTAURANT GROUP, INC.
This Certifies that CUSIP 619429 10 3
See reverse for
certain definitions
[SPECIMEN]
Is the owner of
[corporate seal]
Quantum Restaurant Group, Inc.
Corporate Seal
1988
Delaware
FULLY PAID AMD NONASSESABLE SHARES OF COMMON STOCK OF
Quantum Restaurant Group, Inc., transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. The holder hereof accepts said shares of
Common Stock with notice of, and subject to, the provisions of the Corporation's
Certificate of Incorporation and By-Laws and all amendments thereto and
restatements thereof. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
NAME CHANGED TO MORTON'S RESTAURANT GROUP, INC.
Dated:
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON,
TRANSFER AGENT AND REGISTRAR,
/s/ Mary Penezic /s/ Agnes Longarzo /s/ Allen J. Bernstein
- --------------------- ------------------- ----------------------
AUTHORIZED OFFICER SECRETARY PRESIDENT
[SPECIMEN STOCK CERTIFICATE--Back]
QUANTUM RESTAURANT GROUP, INC.
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK THEREOF AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
--------------------
(Cust) (Minor)
TEN ENT -- as tenants by the under Uniform Gifts
entireties to Minors
Act
JT TEN -- as joint tenants with right -----------------
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, __________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
IMPORTANT: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A
REGISTERED NATIONAL STOCK EXCHANGE OR BY A COMMERCIAL BANK OR TRUST COMPANY.
Signature Guaranteed:
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This certificate also evidences Rights that entitle the holder hereof to
certain rights as set forth in a Rights Agreement between the Company and The
First National Bank of Boston, as Rights Agent, dated as of December 15, 1994
(the "Rights Agreement"), the terms of which are incorporated herein by
reference and a copy of which is on file at the principal offices of the
Company. Under certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of mailing,
without charge promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Rights Agreement, Rights issued to, or
beneficially owned by, any Person who is, was or becomes an Acquiring Person or
any Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void.