CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KRANTOR CORPORATION
Krantor Corporation (the "Corporation"), organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"DGCL") does hereby certify:
FIRST: The Board of Directors of the Corporation duly adopted resolutions
setting forth the following amendment to the Certificate of Incorporation of the
Corporation (the "Amendment"), declaring the Amendment to be advisable and
calling for the submission of the proposed Amendment to the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed
Amendment is as follows:
ARTICLE FIRST of the Certificate of Incorporation of Krantor Corporation, a
Delaware corporation, is hereby amended so as to read as follows:
"The name of the corporation is Synergy Brands Inc."
SECOND: That thereafter pursuant to a resolution of the Board of Directors, at
the annual meeting of the stockholders of the Corporation duly called and held,
upon notice in accordance with Section 222 of the DGCL the necessary number of
shares as required by statue were voted in favor of the Amendment.
THIRD: That the Amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.
FOURTH: That the Amendment shall be effective on the date this Certificate of
Amendment is filed and accepted by the Secretary of State of Delaware.
FIFTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
Henry Platek, its President, and Mitchell Gerstein, its secretary, this day of
,1998.
By: /s/Henry Platek, President
-------------------------------------
Henry Platek, President
By: /s/Mitchell Gerstein, Secretary
-------------------------------------
Mitchell Gerstein, Secretary
Filed: 6/24/98
EX-1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
KRANTOR CORPORATION
Krantor Corporation, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Krantor Corporation
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that this corporation shall and is hereby authorized to amend its
certificate of incorporation to increase the amount of authorized stock
available to be issued by this corporation from 15,000,000 shares of stock to
30,000,000 shares of stock divided into 29,900,000 shares of common stock and to
allow the issuance of further securities to facilitate processing of this
corporation's business expansion opportunities. The certificate of incorporation
of this corporation be so amended by:
1. Changing the first paragraph of Article FOURTH therein, first sentence
therein to read as follows:
"The total number of shares of stock with the corporation shall have
authority to issue is thirty million (30,000,000). "
2. Changing the paragraph in article numbered FOURTH which now reads:
"The 15,000,000 authorized shares shall be divided into 14,900,000 common
shares, par value $.001 per share, and 100,000 Class A Preferred Stock, par
value $.001 per share."
So that, as amended, said paragraph shall be and read as follows:
"The 30,000,000 authorized shares shall be divided into 20,900,000 common
shares, par value $.001 per share, and 100,000 Class A Preferred Stock, par
value $.001 per share"
RESOLVED, that the consent of shareholders of this corporation be requested to
adopt the above resolutions, where necessary, in accord with the General
Corporation Law of the State of Delaware.
SECOND: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation of Law of the State of Delaware (the
"GCL"), by written consent of a majority of the outstanding stock entitled to
vote thereon, given in accordance with the provisions of Section 228 of the GCL,
with respect to which action written notice has been given as provided in
Section 228 of the GCL.
THIRD: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
Henry Platek, its President, and Mitchell Gerstein, its secretary, this 26th day
of July , 1996.
By: /s/ Henry Platek, President
--------------------------------
Henry Platek, President
By: /s/ Mitchell Gerstein, Secretary
------------------------------------
Mitchell Gerstein, Secretary
Filed: 7/29/96
EX-2
CERTIFICATE OF DESIGNATION,
PREFERENCE, RIGHTS AND
LIMITATIONS OF
CLASS A PREFERRED STOCK
OF
KRANTOR CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
KRANTOR CORPORATION, a corporation incorporated, organized and existing under
the laws of the State of Delaware (the "Corporation"), does hereby certify that
pursuant to the authority conferred on the Board of Directors of the Corporation
by the Certificate of Incorporation, as amended, of the Corporation and in
accordance with Sections 141 and 151 of the General Corporation Law of the State
of Delaware, the Board of Directors of the Corporation on April 15, 1998 adopted
the following resolution modifying in part the designated as Class A Preferred
Stock:
RESOLVED, that pursuant to the authority conferred on the Board of
Directors of this Corporation by the Certificate of Incorporation, the
preferences, rights and limitations of the previously designated Class
A Preferred Stock, par value $.001 per share, of the Corporation are
hereby as follows:
All dividend rights of the Preferred Stock are eliminated and no further
dividends shall accrue or be paid for any period beyond the date of this
resolution and thereby Section 4. "Dividends" is amended in its entirely to read
as follows:
4. Dividends.
Class A Preferred Stock shall not be entitled to any dividends beyond those
given to common stock.
IN WITNESS WHEREROF, Krantor Corporation has caused this Certification to be
signed on its behalf by Henry J. Platek, its President, and its corporate seal
to be hereunto affixed and attested to by Mitchell Gerstein, its Secretary this
15th day of April 1998.
Attest: KRANTOR CORPORATION
BY: /s/ Mitchell Gerstein BY:/s/ Henry J. Platek, Jr.
- ---------------------------- -------------------------------------
Mitchell Gerstein Henry J. Platek, Jr.
Secretary President
Filed: 6/24/98
EX-3