Exhibit 3.4 STATE OF NEW YORK
DEPARTMENT OF NEW YORK
Filed January 13, 1984
Certificate of Amendment
of
Certificate of Incorporation
of
New York Film Works, Inc.
(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.
4. (a) The Certificate of Incorporation is hereby amended to change the
presently authorized 25,000,000 shares, par value $.01 per share, to 100,000,000
shares, par value $.01 per
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share. The presently 9,800,000 shares issued and outstanding will be changed
into 52,000,000 shares at the rate of 5.3061224 shares for each share presently
issued and outstanding. The presently 15,200,000 shares unissued will be changed
into 48,000,000 shares.
(b) To effectuate the foregoing, Article FOURTH of the Certificate
of Incorporation, as previously amended, providing that the aggregate number of
shares which the Corporation shall have authority to issue is 25,000,000 common
shares, 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 shares, having a par value of $.01 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 28th day of
December, 1983, 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
