EX-3.1 2 y11335exv3w1.htm EX-3.1: AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EX-3.1
 

Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HENRY SCHEIN, INC.
(Under Section 242 of the General Corporation
Law of the State of Delaware)
     HENRY SCHEIN, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:
     FIRST: The name of the corporation is Henry Schein, Inc. (the “Corporation”). The name under which the Corporation was originally incorporated was Henry Schein USA, Inc., and the date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was December 23, 1992.
     SECOND: The Amended and Restated Certificate of Incorporation, as heretofore amended (the “Certificate of Incorporation”), of the Corporation is hereby amended to increase the authorized number of shares of the Corporation’s common stock, par value $0.01, from 120,000,000 to 240,000,000 by striking out the first paragraph of Article FOURTH thereof and by substituting in lieu of said paragraph the following new paragraph:
     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is two hundred forty-one million (241,000,000) shares, consisting of two hundred forty million (240,000,000) shares of common stock having a par value of one cent ($0.01) per share (“Common Stock”) and one million (1,000,000) shares of preferred stock having a par value of one cent ($0.01) per share (“Preferred Stock”).

 


 

     THIRD: The foregoing amendment to the Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
     IN WITNESS WHEREOF, Henry Schein, Inc. has caused this Certificate to be signed this 25 day of May, 2005.
         
    HENRY SCHEIN, INC.
 
       
 
  By:   /s/ Michael S. Ettinger
 
       
 
  Name:   Michael S. Ettinger
 
  Title:   Vice President and General Counsel

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