Hasbro Inc – ‘10-Q’ for 7/2/00 – EX-3

On:  Wednesday, 8/16/00, at 1:53pm ET   ·   For:  7/2/00   ·   Accession #:  46080-0-13   ·   File #:  1-06682

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      21±    88K 
 2: EX-3        Exhibit 3.1                                           19±    74K 
 3: EX-3        Exhibit 3.2                                            8±    34K 
 4: EX-3        Exhibit 3.3                                            2±    10K 
 5: EX-3        Exhibit 3.4                                            3±    14K 
 6: EX-11       Exhibit 11.1                                           1      7K 
 7: EX-11       Exhibit 11.2                                           1      7K 
 8: EX-12       Statement re: Computation of Ratios                    1      7K 
 9: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-3   —   Exhibit 3.4

                                           EXHIBIT 3.4

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS                                
Office of the Secretary of State                                                

James R. Langevin, Secretary of State                                           

CERTIFICATE OF AMENDMENT                
TO THE ARTICLES OF INCORPORATION OF               

Hasbro, Inc.                  

I, James R. Langevin, Secretary of State of the State of Rhode Island           
and Providence Plantations, hereby certify that duplicate originals             
of Articles of Amendment to the Articles of Incorporation of                    

Hasbro, Inc.                  

duly signed and verified pursuant to the provisions of Chapter 7-1.1-           
56 of the General Laws, 1956, as amended, have been received in this            
office and are found to conform to law.  The affixed is a duplicate             
original of the Articles of Amendment.                                          

       WITNESS my hand and the
          seal of the State of Rhode
     Island and Providence
            Plantations this 28th day of
June 2000.      

[SEAL OF THE STATE              /s/ James R. Langevin                 
OF RHODE ISLAND AND                Secretary of State               
PROVIDENCE PLANTATIONS]                                             
                By:/S/Cathryn Villonis

State of Rhode Island and Providence Plantations            
Office of the Secretary of State        
Corporations Divisions        
100 North Main Street         
Providence, RI  02903-1335          

Business Corporation        
----------------------        

ARTICLES OF AMENDMENT TO THE          
ARTICLES OF INCORPORATION           
(To be Filed In Duplicate Original)           

Pursuant to the provisions of Section 7-1.1.56 of the General Laws,             
1956, as amended, the undersigned corporation adopts the following              
Articles of Amendment to its Articles of Incorporation:                         

1.  The name of the corporation is Hasbro, Inc.                                 

2.  The shareholders of the corporation (or, where no shares have               
been issued, the board of directors of the Corporation) on May                  
17,2000, in the manner prescribed by Chapter 7-1.1 of the General               
Laws, 1956, as amended, adopted the following amendment(s) to the               
Articles of Incorporation:                                                      

[Insert Amendment(s)]                   

        (if additional space is required, please list on a
separate attachment)                  

Article FOURTH of the Restated Articles of Incorporation is restated            
in its entirety as follows:                                                     

FOURTH:  The total amount of authorized capital stock of the                    
Corporation, with par value, shall be Three Hundred Twelve Million              
Five Hundred Thousand Dollars ($312,500,000), as follows, viz:                  

Common Stock in the amount of Three Hundred Million Dollars                     
($300,000,000), to be divided into Six Hundred Million (600,000,000)            
shares of the par value of Fifty Cents ($.50) each;                             

Preference Stock in the amount of Twelve Million Five Hundred                   
Thousand Dollars ($12,500,000) to be divided into Five Million                  
(5,000,000) shares of the par value of Two and 50/100 Dollars ($2.50)           
each.                                                                           

3.  The number of shares of the corporation outstanding at the time             
of such adoption was 172,363,696; and the number of shares entitled             
to vote thereon was 172,363,696.                                                

4.  The designation and the number of outstanding shares of each                
class entitled to vote thereon as a class were as follows:   (if                
inapplicable, insert "none")                                                    

Class                    Number of Shares                   
-------                  ----------------------             
Common                  172,363,696                       

5. The number of shares voted for such amendment was 134,777,620; and           
the number of shares voted against such amendment was 9,593,695.                

6. The number of shares of each class entitled to vote thereon as a             
class voted for and against such an amendment, respectively, was: (if           
inapplicable, insert "none.")                                                   

                    Number of Shares Voted
Class                       For             Against         
------                     ----             --------        
Common                  134,777,620         9,593,695       

7. The manner, if not set forth in such amendment, in which any                 
exchange, reclassification, or cancellation of issued shares provided           
for in the amendment shall be effected, is as follows:  (if no                  
change, so state)                                                               

No change                                                                       
-------------                                                                   

8. The manner in which such amendment effects a change in the amount            
of stated capital, and the amount (expressed in dollars) of stated              
capital as changed by such amendment, are as follows: (if no change,            
so state)                                                                       

No change                                                                       
-------------                                                                   

9. As required by section 7-1.1-57 of the General Laws, the                     
corporation has paid all fees and franchise taxes.                              

10. Date when amendment is to become effective upon filing                      
                          ------------
(not prior to, nor more than 30 days after, the filing of these               
articles of amendment)                                                          

Date: June 12, 2000                                Hasbro, Inc.                 
-------------                                ------------           
                              Print Corporate Name

                            By /s/ Herbert M. Baum
                               -------------------
 --X-- President  or  ---- Vice President  (check one)
                         AND
                        ------

                               By /s/ Phillip H. Waldoks
                                   ---------------------
   --X-- Secretary or  --- Assistant Secretary (check one)

STATE OF  RHODE ISLAND                                                          
------------                                                
COUNTY OF  PROVIDENCE                                                           
------------                                                

In Pawtucket, on this 12th day of June, 2000 personally appeared                
before me Herbert M. Baum who, being by me first duly sworn, declared           
that he is the President of the corporation and that he signed the              
foregoing document as such of the corporation, and that the                     
statements herein contained are true.                                           

       /s/ Marie D. Pamental
        ----------------------
       Notary Public
                       My Commission Expires: 2/5/01

Dates Referenced Herein

This ‘10-Q’ Filing		Date		Other Filings
Filed on:		8/16/00		None on these Dates
For Period End:		7/2/00
		6/12/00
				List all Filings

17 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/06/24  Hasbro, Inc.                      S-3ASR      5/06/24    7:602K                                   Donnelley … Solutions/FA
 5/01/24  Hasbro, Inc.                      10-Q        3/31/24   83:7.2M
 2/28/24  Hasbro, Inc.                      10-K       12/31/23  138:20M
11/01/23  Hasbro, Inc.                      10-Q       10/01/23   91:9.7M
 8/04/23  Hasbro, Inc.                      S-8         8/04/23    4:171K
 8/04/23  Hasbro, Inc.                      10-Q        7/02/23   91:9.2M
 5/03/23  Hasbro, Inc.                      10-Q        4/02/23   89:8.6M
 2/22/23  Hasbro, Inc.                      10-K       12/25/22  132:20M
10/26/22  Hasbro, Inc.                      10-Q        9/25/22   85:9.9M
 7/26/22  Hasbro, Inc.                      10-Q        6/26/22   85:9.9M
 4/27/22  Hasbro, Inc.                      10-Q        3/27/22   93:9M
 2/23/22  Hasbro, Inc.                      10-K       12/26/21  139:29M
10/27/21  Hasbro, Inc.                      10-Q        9/26/21   97:10M
 7/28/21  Hasbro, Inc.                      10-Q        6/27/21  102:10M
 4/29/21  Hasbro, Inc.                      10-Q        3/28/21   94:15M
 2/24/21  Hasbro, Inc.                      10-K       12/27/20  136:35M
11/04/20  Hasbro, Inc.                      10-Q        9/27/20   92:10M