Exhibit
3.2
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
CONSTELLATION
BRANDS, INC.
Under
Section 242 of the Delaware General Corporation
Law
Pursuant
to the
provisions of Section 242 of the Delaware General Corporation Law, the
undersigned, being an authorized person of the Corporation, hereby certifies
and
sets forth as follows:
1. The
name of the Corporation is Constellation Brands, Inc.
(the “Company”).
2. The
name under which the Company was originally
incorporated is Canandaigua Wine Company, Inc. and the date of filing of the
original certificate of incorporation of the Company with the Secretary of
State
of the State of Delaware is December 4, 1972.
3. Pursuant
to Section 242 of the Delaware General
Corporation Law, the certificate of incorporation of the Company is hereby
amended to increase the number of authorized shares of the Class A Common Stock
of the Company from 275,000,000 shares to 300,000,000 shares, thereby increasing
the total number of shares of stock which the Company has authority to issue
from 306,000,000 shares to 331,000,000 shares. To effect this amendment, Article
4 of the restated certificate of incorporation is hereby amended to read in
its
entirety as follows:
“4. Capitalization:
General Authorization. The total
number of shares of stock which the Corporation shall have authority to issue
is
Three Hundred Thirty-One Million (331,000,000) shares consisting of:
(a) Class
A Common. Three Hundred Million (300,000,000) shares designated as Class A
Common Stock, having a par value of One Cent ($.01) per share (the “Class A
Common”);
(b) Class
B Common. Thirty Million (30,000,000) shares designated as Class B Common Stock,
having a par value of One Cent ($.01) per share (the “Class B Common”);
(c) Preferred
Stock. One Million (1,000,000) shares designated as Preferred Stock, having
a
par value of One Cent ($.01) per share (the “Preferred Stock”).”
4. The
foregoing amendment has been duly adopted by the
stockholders in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF,
the undersigned has executed this Certificate of Amendment as of the 1st
day of August, 2005.
| /s/
Richard Sands |
|
Richard
Sands, Chairman of the Board and Chief
Executive
Officer
|