EXHIBIT 3.1
PAGE 1
DELAWARE
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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 "SIGMATRON INTERNATIONAL, INC. ", FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF OCTOBER, A.D. 2004, AT 8 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
2359632 8100 AUTHENTICATION: 3435671
040754462 DATE: 10-26-04
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 08:00 AM 10/19/2004
FILED 08:00 AM 10/19/2004
SRV 040754462 -- 2359632 FILE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SIGMATRON INTERNATIONAL, INC.
SigmaTron International, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, as
amended, DOES HEREBY CERTIFY:
First: That at a duly convened meeting of the Board of Directors pursuant
to Section 141 of the General Corporation Law of the State of Delaware, as
amended, resolutions were duly adopted by the board of Directors of SigmaTron
International, Inc. (the "Corporation") setting forth a proposed amendment to
the Certificate of Incorporation of the Corporation, declaring said amendment
advisable and directing that the proposed amendment be submitted to the
stockholders of the Corporation for consideration and adoption pursuant to
Section 242 of the General Corporation Law of the State of Delaware, as amended,
said amendment being as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by amending and restating the first sentence of Article Fourth of
said Certificate of Incorporation to read as follows:
Fourth. The total number of shares of stock of all classes which the
Corporation is authorized to issue is Twelve Million Five Hundred
Thousand (12,500,000) of which Twelve Million (12,000,000) shares
shall be classified as common stock, $0.01 par value per share
("Common Stock"), and Five Hundred Thousand (500,000) shares shall be
classified as preferred stock, $0.01 par value per share ("Preferred
Stock").
Second: That thereafter, at the duly convened 2004 Annual Meeting of
Stockholders of the Corporation, the holders of a majority of the stock of the
Corporation entitled to vote at said meeting voted in favor of and adopted said
amendment.
Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, as amended.
Fourth: That the capital of the Corporation will not be affected by or
reduced under or by reason of said amendment.
IN WITNESS WHEREOF, said SigmaTron International, Inc. has caused this
Certificate to be signed by Gary R. Fairhead, its President and Chief Executive
Officer, and attested by Linda K. Blake, its Secretary, this 21st day of
September, 2004.
By: /s/ Gary R. Fairhead
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Gary R. Fairhead, President and
Chief Executive Officer
Attested:
By: /s/ Linda K. Blake
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Linda K. Blake, Secretary