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Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.14M
Business-Combination Transaction
10: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 45K
11: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 34K
12: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 43K
13: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 54K
14: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 27K
15: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 54K
16: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 76K
17: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 113K
18: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 40K
19: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 40K
2: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 37K
20: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 38K
21: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 37K
22: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 30K
23: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 45K
24: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 40K
25: EX-3.25 Articles of Incorporation/Organization or By-Laws HTML 52K
3: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 46K
4: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 50K
5: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 54K
6: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 58K
7: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 32K
8: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 54K
9: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 41K
26: EX-4.2 Instrument Defining the Rights of Security Holders HTML 52K
27: EX-4.3 Instrument Defining the Rights of Security Holders HTML 49K
28: EX-4.4 Instrument Defining the Rights of Security Holders HTML 48K
29: EX-5.1 Opinion re: Legality HTML 37K
30: EX-5.2 Opinion re: Legality HTML 30K
31: EX-8.1 Opinion re: Tax Matters HTML 24K
32: EX-10.46 Material Contract HTML 33K
33: EX-10.47 Material Contract HTML 34K
34: EX-12.1 Statement re: Computation of Ratios HTML 76K
35: EX-21.1 Subsidiaries of the Registrant HTML 34K
36: EX-23.3 Consent of Experts or Counsel HTML 18K
37: EX-25.1 Statement re: Eligibility of Trustee HTML 67K
38: EX-99.1 Miscellaneous Exhibit HTML 183K
39: EX-99.2 Miscellaneous Exhibit HTML 50K
40: EX-99.3 Miscellaneous Exhibit HTML 31K
41: EX-99.4 Miscellaneous Exhibit HTML 27K
Exhibit 3.11
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 “LIZ CLAIBORNE FOREIGN HOLDINGS, INC.”, CHANGING ITS NAME FROM “LIZ CLAIBORNE FOREIGN HOLDINGS, INC.” TO “FIFTH & PACIFIC COMPANIES FOREIGN HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF MAY, A.D. 2012, AT 4:32 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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Jeffrey W. Bullock, Secretary of State | |
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AUTHENTICATION: 9571550 | |
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2076878 8100 |
DATE: 05-15-12 | |
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120560689 |
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You may verify this certificate online
at corp.delaware.gov/authver.shtml
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The 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 Liz Claibome Foreign Holdings, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1” so that, as amended, said Article shall be and read as follows:
The name of the Corporation is Fifth & Pacific Companies Foreign Holdings, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the 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.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14th day of May, 2012.
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By: |
/s/ Christopher T. Di Nardo |
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Authorized Officer |
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Title: |
VP, Deputy General Counsel |
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Name: |
Christopher T. Di Nardo |
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Print or Type |
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20768-78 |
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725331022 |
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FILED |
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NOV 27 1985 |
Certificate of incorporation
Of
Liz claiborne foreign holdings, inc.
1. The name of the Corporation is Liz Claiborne Foreign Holdings, Inc.
2. The address of the registered office of the Corporation in Delaware is 1209 Orange Street, City of Wilnington, County of New Castle, and the name of the registered agent of the Corporation as such address is The Corporation Trust Company.
3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations way be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation is authorized to issue is 200 shares of Common Stock, par value $1.00 per share.
5. The name and mailing address of the incorporator is as follows:
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Name |
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Mailing Address |
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Roberta Schuhalter Karp |
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919 Third Avenue |
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6. Except as required in the by-laws no election of directors need be by written ballot.
7. The Board of Directors shall have the power to make, alter, or repeal by-laws subject to the power of the stockholders to alter or repeal the by-laws made or altered by the Board of Directors.
Signed at New York, New York
on November 26, 1985.
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/s/ Authorized Signatory |
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Incorporator |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/13 SEC UPLOAD¶ 10/05/17 1:267K Adelington Design Group, Inc. |
