Attached files
file | filename |
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8-K - FORM 8-K - SPANISH BROADCASTING SYSTEM INC | c19635e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - SPANISH BROADCASTING SYSTEM INC | c19635exv99w1.htm |
Exhibit 3.1
Delaware
The First State
I, JEFFREY W. BULLOCK, 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 SPANISH BROADCASTING SYSTEM, INC., FILED IN THIS OFFICE ON
THE FIFTH DAY OF JULY, A.D. 2011, AT 11:14 OCLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF AMENDMENT IS THE ELEVENTH DAY OF JULY, A.D. 2011, AT 11:59
OCLOCK P.M.
2407238 8100 110789716 You may verify this certificate online at corp.delaware.gov/authver.shtml |
/s/
Jeffrey
W Bullock AUTHENTICATION: 8880643 DATE: 07-05-11 |
State of Delaware Secretary of State Division of Corporations Delivered 12:02 PM 07/05/2011 FILED 11:14 AM 07/05/2011 SRV 110789716 2407238 FILE |
CERTIFICATE OF AMENDMENT
TO THE
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SPANISH BROADCASTING SYSTEM, INC.
Pursuant to Section 242 of
the General Corporation Law
of the State of Delaware
TO THE
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SPANISH BROADCASTING SYSTEM, INC.
Pursuant to Section 242 of
the General Corporation Law
of the State of Delaware
SPANISH BROADCASTING SYSTEM, INC. (the Corporation) organized and existing under
and by virtue of the provisions of the General Corporation Law of the State of Delaware,
does hereby certify as follows:
FIRST: Upon the filing and effectiveness (the Effective Time) pursuant to the
General Corporation Law of the State of Delaware of this Certificate of Amendment to the
Corporations Third Amended and Restated Certificate of Incorporation, Article Five of the
Third Amended and Restated Certificate of Incorporation is amended by adding Section 5.8
as follows:
5.8
Reverse Stock Split. Each ten (10) shares of the Corporations Class A common
stock, par value $.0001 per share (the Class A common stock), and Class B common
stock, par value $0001 per share (the Class B common stock), issued and
outstanding immediately prior to the Effective Time shall automatically be combined
into one (1) validly issued, fully paid and non-assessable share of Class A common
stock and Class B common stock, respectively, without any further action by the
Corporation or the holders thereof. No fractional shares shall be issued and
instead, a fraction of a share will be rounded up to one whole share. Each
certificate that immediately prior to the Effective Time represented shares of Class
A common stock or Class B common stock, as the case may be (the Old Certificates),
shall thereafter represent that number of shares of Class A common stock or Class B
common stock, as the case may be, into which the shares of Class A common stock or
Class B common stock, as the case may be, represented by the Old Certificate shall
have been combined, subject to the rounding up of fractional share interests as
described above.
SECOND: This Certificate of Amendment shall become effective as of July 11,
2011 at 11:59 p.m., Eastern Standard Time.
THIRD:
This Certificate of Amendment was duly authorized by the Corporations Board
of Directors and adopted by the Corporations stockholders at the Annual Meeting of the
Stockholders in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
duly executed in its corporate name as of the 5th day of July, 2011.
SPANISH BROADCASTING SYSTEM INC. |
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By: | /s/ Joseph A. Garcia | |||
Name: | Joseph A. Garcia | |||
Title: | Senior Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Secretary |
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