RESTATED CERTIFICATE OF INCORPORATION

OF

RUSS BERRIE AND COMPANY, INC.

Russ Berrie and Company, Inc. (the “Corporation”) hereby certifies that its certificate of incorporation is restated to read as follows:

FIRST: The name of the corporation is RUSS BERRIE AND COMPANY, INC.

SECOND: The purpose of the Corporation is to engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.

THIRD: The Corporation shall have authority to issue a total of 25,000,000 shares of common stock, no par value, stated value $.10 per share.

FOURTH: The address of the Corporation’s current registered office in New Jersey is 111 Bauer Drive, Oakland, New Jersey 07436. The name of the Corporation’s current registered agent at such address is Russell Berrie.

 

 


 

FIFTH: The following eight persons constitute the current Board of Directors of the corporation and shall serve on such Board until the next annual meeting of shareholders and until their successors are duly elected and qualified:

 

 

 

Name

 

Address

 

 

 

Russell Berrie

 

Russ Berrie and Company, Inc.
111 Bauer Drive
Oakland, New Jersey 07436

 

 

 

A. Curts Cooke

 

Russ Berrie and Company Inc.
111 Bauer Drive
Oakland, New Jersey 07436

 

 

 

James A. Madonna, Jr.

 

Russ Berrie and Company, Inc.
111 Bauer Drive
Oakland, New Jersey 07436

 

 

 

Murray L. Berrie

 

Nathan Berrie & Sons, Inc.
Long Beach Road 
Island Park, New York 11558

 

 

 

Charles Klatskin

 

Charles Klatskin, Inc.
400 Hollister Road
Teterboro, New Jersey 07608

 

 

 

Robert E. Mc Entee

 

Beecham Inc.
Three Garret Mountain Plaza
West Paterson, New Jersey 07424

 

 

 

Sidney Slauson

 

Rosner and Feltman
75 Essex Street 
Hackensack, New Jersey 07601

 

 

 

Benjamin J. Sottile

 

Warner Communications, Inc.
75 Rockefeller Plaza
New York, New York 10022

SIXTH: The Corporation shall indemnify to the fullest extent permitted by Section 14A:3-5 of the New Jersey Business Corporation Act each corporate agent that such Section grants the Corporation the power to indemnify.

SEVENTH: The shareholders of the Corporation shall not have preemptive rights.

EIGHTH: Any or all of the directors of the Corporation may be removed at any time, either with or without cause, by vote of the shareholders.

 

2


 

NINTH: Any action to be taken by vote of shareholders of the Corporation may be authorized by the vote that would have been required by the New Jersey Business Corporation Act if the Corporation had been incorporated under such Act on January 31, 1984.

IN WITNESS WHEREOF, the Corporation hereunto sets its hand this 2nd day of March, 1984.

 

 

 

 

 

 

RUSS BERRIE AND COMPANY, INC.
 

 

 

By:  

/s/ Russell Berrie  

 

 

 

Russell Berrie 

 

 

 

Chairman of the Board and President 

 

 

3


 

CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
RUSS BERRIE AND COMPANY, INC.

 

 

 

 

 

TO:

 

SECRETARY OF STATE

 

 

 

 

 

 

FEDERAL EMPLOYER IDENTIFICATION NUMBER

 

 

STATE OF NEW JERSEY

 

22-1815337

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Restated Certificate of Incorporation:

1. The name of the corporation is Russ Berrie and Company, Inc.

2. The following Amendment to the Restated Certificate of Incorporation was approved by the directors, and thereafter duly adopted by the shareholders of the corporation on the 30th day of April, 1986.

RESOLVED, that Article Third of the Restated Certificate of Incorporation be amended to read as follows:

THIRD: The Corporation shall have authority to issue a total of 50,000,000 shares of common stock, no par value, stated value $.10 per share.

3. The number of shares outstanding at the time of the adoption of the Amendment was 14,812,316. The total number of shares entitled to vote thereon was 14,812,316.

4. The number of shares voting for and against such Amendment is as follows:

 

 

 

Number of Shares Voting

 

Number of Shares Voting

For Amendment

 

Against Amendment

 

13,160,697

 

0

5. The effective date of this Amendment of the Restated Certificate of Incorporation shall be April 30, 1986.

 

 

 

 

 

 

RUSS BERRIE AND COMPANY, INC.
 

 

 

/s/ A. Curts Cooke  

 

 

A. CURTS COOKE  

 

 

EXECUTIVE VICE PRESIDENT 

 

 

 


 

Mail to: Secretary of State, CN-308, Trenton, NJ 08625

CHECK APPROPRIATE STATUTE:

ž Title 14A:1-6(5) New Jersey Business Corporation Act

o Title 15A:1-7(e) New Jersey Nonprofit Corporation Act

CERTIFICATE OF CORRECTION

 

 

 

 

 

OF:

 

 

 

 

 

RUSS BERRIE AND COMPANY, INC.

 

 

 

 

 

(For use by Domestic, Foreign, Profit and Nonprofit Corporations)

(Nonprofit Corporations Must File this Form in Triplicate)

The undersigned, hereby submits for filing a Certificate of Correction, executed on behalf of the above named Corporation, pursuant to the provisions of the appropriate Statute, checked above, of the New Jersey Statute.

1. The Certificate to be Corrected is:

 

 

 

Certificate of Amendment to the

 

 

Restated Certificate of Incorporation

 

September 22, 1986 (copy attached)

 

 

(Date Filed)

2. The inaccuracy in the Certificate is (indicate inaccuracy or defect):

 

 

 

Number of Shares Voting

 

Number of Shares Voting

For Amendment

 

Against Amendment

 

13,160,697

 

0

3. The Certificate of Correction hereby reads as follows:

 

 

 

Number of Shares Voting

 

Number of Shares Voting

For Amendment

 

Against Amendment

 

13,073,022

 

286,609

 

 

 

 

 

 

Signature:

 

/s/ A. Curts Cooke 

 

 

 

 

 

(Must be Ch. of Bd., Pres. or Vice Pres.)

 

 

 

 

 

 

 

Name:

 

A. Curts Cooke, Executive Vice President

 

 

 

 

 

(Print or Type Above Name and Title)

 

 

 

 

Date:

 

October 6, 1986

 

 

 

 

CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
RUSS BERRIE AND COMPANY, INC.

 

 

 

SECRETARY OF STATE

 

 

 

 

FEDERAL EMPLOYER IDENTIFICATION NUMBER

STATE OF NEW JERSEY

 

                                   22-1815337

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Restated Certificate of Incorporation:

1. The name of the corporation is Russ Berrie and Company, Inc.

2. The following Amendment to the Restated Certificate of Incorporation was approved by the directors, and thereafter duly adopted by the shareholders of the Corporation on the 30th day of April 1987.

RESOLVED, that Article Tenth of the Restated Certificate of Incorporation be amended to read as follows:

TENTH, To the full extent from time to time permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. Neither the amendment or repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the protection afforded by this Article to a director or officer of the Corporation with respect to any matter which occurred, or any cause of action, suit or claim which but for this Article would have accrued or arisen, prior to such amendment, repeal or adoption.

3. The number of shares outstanding at the time of the adoption of the Amendment was 14,964,315. The total number of shares entitled to vote thereon was 14,964,315.

 

 


 

4. The number of shares voting for and against such Amendment is as follows:

 

 

 

Number of Shares Voting

 

Number of Shares Voting

For Amendment

 

Against Amendment

 

 

 

11,463,975

 

214,984

5. The effective date of this Amendment of the Restated Certificate of Incorporation shall be April 30, 1987.

 

 

 

 

 

 

RUSS BERRIE AND COMPANY, INC.
 

 

 

/s/ A. Curts Cooke  

 

 

A. CURTS COOKE  

 

 

EXECUTIVE VICE PRESIDENT 

 

 

 

 

CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
RUSS BERRIE AND COMPANY, INC.

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the Corporation is Russ Berrie and Company, Inc.

2. The following amendment to the Restated Certificate of Incorporation was approved by the directors of the Corporation on the 9th day of July, 2009:

RESOLVED, that Article “FIRST” of the Restated Certificate of Incorporation be amended to read as follows:

“FIRST: The name of the corporation is Kid Brands, Inc.”

3. The date of the adoption of the foregoing amendment by the shareholders of the Corporation was September 22, 2009.

4. The number of shares outstanding at the time of the adoption of the amendment was: 21,497,015.

The total number of shares entitled to vote thereon was: 21,497,015.

5. The number of shares voting for and against such amendment is as follows: a total of 19,927,668 votes were cast FOR the amendment, and 17,255 votes were cast AGAINST the amendment.

IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to Restated Certificate of Incorporation to be signed by its Senior Vice President and General Counsel this September 22, 2009.

 

 

 

 

 

 

 

 

 

/s/ Marc S. Goldtarb  

 

 

Marc S. Goldtarb 

 

 

Senior Vice President and
General Counsel 

 

[As Filed: 11-04-2009]