EX-3
from 8-K
1 page
Certificate Amending or Restating Certificate of Incorporation State of Connecticut Secretary of the State 30 Trinity Street Hartford, Ct 06106 1. Name of Corporation (Please Enter Name Within Lines) Photronics, Inc. 2. the Certificate of Incorporation Is: |X| A. Amended Only, Pursuant to Conn. Gen. Stat. Sect. 33-360 Set Forth Here the Resolution of Amendment and/or Restatement. Resolved, That the Certificate of Incorporation Be Amended by Striking the First Paragraph of Article Third in Its Entirety and Substituting Therefor the Following: 3) the Aggregate Number of Shares Which the Corporation Shall Have the Authority to Issue Is 22,000,000 Shares, of Which 2,000,000 Shares Shall Be Shares of Preferred Stock Having a Par Value of $0.01 Per Share (Hereinafter Called "Preferred Stock") and 20,000,000 Shares Shall Be Shares of Common Stock Having a Par Value of $0.01 Per Share (Hereinafter Called "Common Stock"). (If 2a or 2b Is Checked, Go to 5 & 6 to Complete This Certificate. 5. the Manner of Adopting the Resolution Was as Follows: (Check One A, B or C) |X| A. by the Board of Directors and Shareholders, Pursuant to Conn. Gen. Stat. Sect. 33-360. Vote of Shareholders: (Check (I) or (II), and (III) if Applicable) (I) |X| No Shares Are Required to Be Voted as a Class; the Shareholders' Vote Was as Follows: Vote Required for Adoption: 3,288,639 Vote Favoring Adoption: 5,151,790 (III) |X| Check Here if the Corporation Has 100 or More Recordholders, as Defined in Conn. Gen. Stat. Sect. 33-311a(a). We Hereby Declare, Under the Penalties of False Statement, That the Statements Made in the Foregoing Certificate Are True. Name of President Signature Michael J. Yomazzo Michael J. Yomazzo Name of Secretary Signature Jeffrey P. Moonan Jeffrey P. Moonan 6. Dated at Brookfield, Ct This 16th Day of March, 1995
12/34/56
