SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date earliest event reported) May 25, 1995
ROCKY MOUNT UNDERGARMENT CO., INC
(Exact name of registrant as specified in its charter)
Delaware 0-3772 56-138522
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
350 Fifth Avenue, Suite 2606, New York, NY 10118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 736-8345
N/A
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
The Company filed a Certificate of Amendment to its Certificate of
Incorporation with the Secretary of State of Delaware on May 22,
1995. The Certificate of Amendment authorized an increase in the
capital stock of the Company from 10,000,000 shares, $0.0001 par
value per share, to 50,000,000 shares, $0.0001 par value per share.
Item 7. Financial Statements and Exhibits.
Exhibit:
3.4 Certificate of Amendment of Certifcate of Incorporation
filed May 22, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROCKY MOUNT UNDERGARMENT CO., INC.
By:/s/ Joseph Pascal
JOSEPH PASCAL, President
Date: May 25, 1995
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ROCKY MOUNT UNDERGARMENT CO., INC.
(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
FIRST: The name of the corporation is: Rocky Mount Undergarment Co.,
Inc. (the "Company").
SECOND: That the Board of Directors of the Company, at a meeting duly
called and held on May 17, 1995, adopted resolutions proposing and declaring it
advisable that the Certificate of Incorporation of the Company be amended by
amending Article 4 of the Certificate of Incorporation in its entirety to
read as follows:
"4. The corporation is authorized to issue only one class
of stock. The total number of shares of stock which the
corporation shall have the authority to issue is 50,000,000
and the par value of each such share is $0.0001."
THIRD: That, the amendment effected herein was authorized in accordance
with Sections 228 and 242 of the General Corporation Law of the State of
Delaware.<PAGE>
<PAGE>
IN WITNESS WHEREOF, I have signed my name and affirm that the statements
made herein are true under the penalties of perjury, this 17th day of May, 1995.
/s/ Joseph Pascal
JOSEPH PASCAL, President