EXHIBIT 3.01-1
CERTIFICATE OF AMENDMENT
OF
EASTCO INDUSTRIAL SAFETY CORP.
Under Section 805 of the Business Corporation Law
of the State of New York
The undersigned, being the president and the secretary of EASTCO
INDUSTRIAL SAFETY CORP., do hereby certify and set forth:
1. The name of the corporation is EASTCO INDUSTRIAL SAFETY CORP.
2. The date that the certificate of incorporation of the corporation
was filed by the Department of State is the 15th day of May, 1958 under the name
Glofane Co., Inc.
3. The certificate of incorporation is hereby amended as follows: (a)
to increase the authorized shares from twenty million common shares, par value
$0.12 per share to twenty-one million shares by adding a class of one million
preferred shares, par value $0.01 per share to the existing 20,000,000 common
shares, par value $0.12 per share; (b) to change the 8,794,890 presently issued
shares of the Corporation's Common Stock, par value $0.12 per share into 879,489
issued shares of the Corporation's Common Stock, par value $0.12 per share, on
the basis of a one (1) share $0.12 par value for ten (10) shares $0.12 par
value; and (c) to change the 11,205,110 unissued shares of the Corporation's
Common Stock, par value $0.12 per share, into 19,120,511 unissued shares of the
Corporation's Common Stock, par value $0.12 per share, on the basis of
19120511/11205110 of $0.12 par value shares for one $0.12 par value share.
4. Paragraph "3" of the Certificate of Incorporation relating to
authorized shares is hereby amended to read in full as follows:
The corporation is authorized to issue two classes of stock to
be designated respectively "Common Stock" and "Preferred
Stock." The total number of shares of stock which the
corporation shall have authority to issue is Twenty-One
Million (21,000,000). The total number of shares of Common
Stock which the corporation shall have authority to issue is
Twenty Million (20,000,000), twelve cents par value per share.
The total number of shares of Preferred Stock which the
corporation shall have the authority to issue is One Million
(1,000,000), one cent par value per share. The shares of
Preferred Stock may be issued from time to time in one or more
series. The board of directors of the corporation is
authorized to determine or alter any or all of the
designations, powers, preferences and rights and the
qualifications, limitations or restrictions thereof, in
respect of the wholly unissued class of Preferred Stock or any
wholly unissued series of Preferred Stock, and to fix or alter
the number of shares comprising any series of Preferred Stock
(but not below the number of shares of any such series then
outstanding).
5. The manner in which the amendment to the certificate of
incorporation of the corporation was authorized was by the affirmative vote of
the board of directors, followed by the affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of the
shareholders.
IN WITNESS WHEREOF, the undersigned have signed this certificate this
12th day of August, 1996, and affirm that the statements made herein are true
under the penalties of perjury.
/s/ ALAN E. DENSEN
------------------------
ALAN E. DENSEN
President
/s/ ANTHONY P. TOWELL
------------------------
ANTHONY P. TOWELL
Secretary
CERTIFICATE OF AMENDMENT
OF
EASTCO INDUSTRIAL SAFETY CORP.
Under Section 805 of the Business Corporation Law
of the State of New York
Hollenberg Levin Solomon Ross Belsky & Daniels, LLP
585 Stewart Avenue
Garden City, New York 11530