Attached files
| file | filename |
|---|---|
| EX-31.2 - Geeknet, Inc | v212097_ex31-2.htm |
| EX-3.2 - Geeknet, Inc | v212097_ex3-2.htm |
| EX-3.6 - Geeknet, Inc | v212097_ex3-6.htm |
| EX-32.1 - Geeknet, Inc | v212097_ex32-1.htm |
| EX-23.1 - Geeknet, Inc | v212097_ex23-1.htm |
| EX-31.1 - Geeknet, Inc | v212097_ex31-1.htm |
| EX-32.2 - Geeknet, Inc | v212097_ex32-2.htm |
| EX-23.2 - Geeknet, Inc | v212097_ex23-2.htm |
| 10-K - Geeknet, Inc | v212097_10k.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT OF
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF
GEEKNET,
INC.
A
Delaware Corporation
Geeknet,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the “Corporation”), hereby certifies that:
A. The
name of this Corporation is Geeknet, Inc.
B. The
date of filing of the original Certificate of Incorporation of the Corporation
with the Secretary of State of the State of Delaware was September 21,
1999.
C. Pursuant
to Section 242 of the General Corporation Law of the State of Delaware,
this Certificate of Amendment of the Amended and Restated Certificate of
Incorporation, as amended, amends and restates the first paragraph of Article
Fourth of the Amended and Restated Certificate of Incorporation of the
Corporation, as amended, to read in its entirety as follows:
“This
Corporation is authorized to issue two classes of shares to be designated,
respectively, Common Stock and Preferred Stock. The total number of
shares of Common Stock that this Corporation is authorized to issue is
25,000,000 with a par value of $0.001 per share, and the total number of shares
of Preferred Stock that this Corporation is authorized to issue is 1,000,000,
with a par value of $0.001 per share. Effective as of 5:00 p.m.,
Eastern time, on the date this Certificate of Amendment of the Amended and
Restated Certificate of Incorporation is filed with the Secretary of State of
the State of Delaware, each ten (10) shares of the Corporation’ s Common Stock,
par value $0.001 per share, issued and outstanding shall, automatically and
without any action on the part of the respective holders thereof, be combined
and converted into one (1) share of Common Stock, par value $0.001 per share, of
the Corporation. No fractional shares shall be issued and, in lieu
thereof, any holder of less than one (1) share of Common Stock shall be entitled
to receive cash for such holder’ s fractional share based upon the closing sales
price of the Corporation’s Common Stock as reported on the Nasdaq Global Market,
as of the date this Certificate of Amendment is filed with the Secretary of
State of the State of Delaware.”
D. This
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation, as amended, has been duly adopted by the board of directors and
stockholders of the Corporation in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, Geeknet, Inc. has caused this Certificate of Amendment to the
Amended and Restated Certificate of Incorporation, as amended, to be signed by
Kenneth Langone, its Interim President and Chief Executive Officer, this 9th day
of November, 2010.
GEEKNET,
INC.
|
/s/ Kenneth G. Langone
|
|
Kenneth
G. Langone
|
|
Interim
President and Chief Executive
Officer
|