Exhibit 3.5 STATE OF NEW YORK
DEPARTMENT OF STATE
Filed January 27, 1984
Certificate of Amendment
Of
Certificate of Incorporation
Of
New York Film Works, Inc.
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(Under Section 805 of the Business Corporation Law)
The undersigned, Peter J. Miller and Gerald Cohen, being respectively the
President and Secretary of New York Film Works, Inc., do hereby certify that:
1. The name of the Corporation is
New York Film Works, Inc.
2. The name under which the Corporation was formed was NEW YORK COLOR
WORKS, INC.
3. The Certificate of Incorporation of said Corporation was filed by the
Department of State on November 5, 1980, and amendments to said Certificate were
filed on December 14, 1981, June 14, 1983 and January 13, 1984.
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4. (a) The Certificate of Incorporation is hereby amended to change the
par value of the presently authorized 100,000,000 shares, par value $.01 per
share, to 100,000,000 shares, par value $.001 per share.
(b) To effectuate the foregoing Article FOURTH of the Certificate of
Incorporation providing that the aggregate number of shares which the
Corporation shall have authority to issue is 100,000,000 shares of common stock,
par value $.01 per share, is hereby stricken in its entirety, and there is
substituted therefor a new Article FOURTH as follows:
"FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is 100,000,000 shares, all of
which shall be common stock, having a par value of $.001 per
share.
5. The foregoing amendment to the Certificate of Incorporation was
authorized by at least a majority of the holders of all of the shares of the
Corporation entitled to vote thereon.
IN WITNESS WHEREOF, we have signed this Certificate on the 25th day
of January, 1984 and we affirm the statements contained therein are true under
penalty of perjury.
/s/ Peter J. Miller
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Peter J. Miller
President
/s/ Gerald Cohen
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Gerald Cohen
Secretary
