Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
EAC II Inc.
ARTICLE I
The name of the corporation (which is hereinafter referred to
as the "Corporation") is:
EAC II Inc.
ARTICLE II
The address of the Corporation's registered office in the
State of Delaware is c/o of RL&F Service Corp., One Rodney Square, 10th Floor,
Tenth and King Streets, City of Wilmington, County of New Castle, Delaware
19801. The name and address of the registered agent for service of process on
the Corporation is RL&F Service Corp., One Rodney Square, County of New Castle,
Delaware 19801.
ARTICLE III
The purpose for which the Corporation is organized is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE IV
The total number of shares of stock that the Corporation shall
have authority to issue is 1000 shares of Common Stock, par value of $0.01 per
share.
ARTICLE V
The name and mailing address of the incorporator is Michael B.
Kaplan, 825 8th Avenue, 45th Floor, New York, New York, 10019.
ARTICLE VI
In furtherance and not in limitation of the powers conferred
upon it by law, the Board of Directors of the Corporation is expressly
authorized to adopt, amend or repeal the By-laws of the Corporation.
ARTICLE VII
Unless and except to the extent that the By-laws of the
Corporation so require, the election of directors of the Corporation need not be
by written ballot.
ARTICLE VIII
To the fullest extent permitted from time to time by law, no
director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director.
ARTICLE IX
The Corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law, and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.
IN WITNESS WHEREOF, I, Michael B. Kaplan, the Sole
Incorporator of EAC II Inc. have executed this Certificate of Incorporation this
14th day of May, 1999, and DO HEREBY CERTIFY under the penalties of perjury that
this instrument is my act and deed and that the facts stated herein are true.
---------------------------------
Michael B. Kaplan
Incorporator
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
EAC II Inc.
PURSUANT TO SECTION 241 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
EAC II Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"),
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST. That the Board of Directors of the Corporation by
unanimous written consent duly executed in accordance with Section 141(f) of the
General Corporation Law of the State of Delaware has duly adopted a resolution
amending the Certificate of Incorporation of the Corporation and has declared
such amendment to be advisable. Pursuant to said resolution, ARTICLE IV of the
Certificate of Incorporation of the Corporation shall be amended to read in its
entirety as follows:
"ARTICLE IV
SECTION I: The total number of shares of stock that the
Corporation shall have authority to issue is 3,000,000 shares of Common Stock,
par value $0.01 per share.
SECTION II: In the event the Corporation issues warrants or
other rights entitling the holder thereof to acquisitions of Common Stock, such
warrants or other rights may provide as one of the terms thereof that the
holders thereof shall be deemed to be stockholders, and that their warrants or
other rights shall be deemed to be shares of stock for any purpose which
requires the vote of the stockholders as a prerequisite to any corporate
action."
SECOND. That the Corporation has not received any payment for
any of its stock.
THIRD. That said amendment was duly adopted in
accordance with the provisions of Section 241 of the DGCL.
IN WITNESS WHEREOF, this Certificate of Amendment has been
made under the seal of the Corporation and has been signed by the undersigned,
Timothy C. Collins, President of the Corporation, and attested to by Charles L.
Laurey, Secretary of the Corporation, this 30th day of June, 1999.
----------------------------
Name: Timothy C. Collins
Title: President
[Seal]
ATTEST:
- ----------------------------------
Name: Charles L. Laurey
Title: Secretary
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
EAC II Inc.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
EAC II Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the"DGCL"),
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST. That the Board of Directors of the Corporation by
unanimous written consent duly executed in accordance with Section 141(f) of the
General Corporation Law of the State of Delaware has duly adopted a resolution
setting forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring such amendment to be advisable and declaring that it is
advisable that the stockholders of the Corporation adopt resolutions approving
such amendment. Pursuant to the proposed amendment, ARTICLE I of the Certificate
of Incorporation of the Corporation shall be amended to read in its entirety as
follows:
"ARTICLE I
The name of the corporation (the "Corporation") is WRC Media
Inc."
SECOND. That thereafter the foregoing amendment was approved
by a majority of the stockholders of the Corporation.
THIRD. That said amendment was duly adopted in accordance with
the provisions of Sections 228 and 242 of the DGCL.
IN WITNESS WHEREOF, this Certificate of Amendment has been
made under the seal of the Corporation and has been signed by the undersigned,
Timothy C. Collins, President of the Corporation, and attested to by Charles L.
Laurey, Secretary of the Corporation, this 28th day of October, 1999.
-----------------------------
Name: Timothy C. Collins
Title: President
[Seal]
ATTEST:
- ----------------------------
Name: Charles L. Laurey
Title: Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WRC MEDIA INC.
WRC Media Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"),
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST. That the Board of Directors of the Corporation by
unanimous written consent duly executed in accordance with Section 141(f) of the
General Corporation Law of the State of Delaware has duly adopted a resolution
setting forth a proposed amendment to the Certificate of Incorporation of the
Corporation and declaring such amendment to be advisable. Pursuant to the
proposed amendment, ARTICLE IV of the Certificate of Incorporation of the
Corporation shall be amended to read in its entirety as follows:
"ARTICLE IV
SECTION 1. Shares, Classes and Series Authorized.
(a) The aggregate number of shares which the Corporation shall
have authority to issue is 40,000,000 consisting of (1) 20,000,000
shares of Common Stock, par value $0.01 per share, and (2) 20,000,000
shares of Preferred Stock, par value $0.01 per share.
SECTION 2. Powers and Rights of the Common Stock.
(a) VOTING RIGHTS. Except as otherwise provided in this
Certificate of Incorporation or required by law, with respect to all
matters upon which stockholders are entitled to vote, the holders of
the outstanding shares of Common Stock shall vote together with the
holders of any other outstanding shares of capital stock of the
Corporation entitled to vote, without regard to class, and every holder
of outstanding shares of Common Stock shall be entitled to cast thereon
one vote in person or by proxy for each share of Common Stock standing
in his name.
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(b) DIVIDENDS. Subject to the rights and preferences of the
Preferred Stock set forth in this Article IV and in any resolution or
resolutions providing for the issuance of such stock as set forth in
Section 3 of this Article IV, the holders of outstanding shares of
Common Stock shall be entitled to receive ratably such dividends as may
from time to time be declared by the Board of Directors out of funds
legally available therefor.
(c) DISTRIBUTION OF ASSETS UPON LIQUIDATION. In the event the
Corporation shall be liquidated, dissolved or wound up, whether
voluntarily or involuntarily, after there shall have been paid or set
aside for the holders of all shares of the Preferred Stock then
outstanding the full preferential amounts to which they are entitled
under the resolutions authorizing the issuance of such Preferred Stock,
the net assets of the Corporation remaining thereafter shall be divided
ratably among the holders of the Common Stock.
SECTION 3. Powers and Rights of the Preferred Stock.
The Preferred Stock may be issued from time to time in one or
more series, with such distinctive serial designations as may be stated or
expressed in the resolution or resolutions providing for the issuance of such
stock adopted from time to time by the Board of Directors, and in such
resolution or resolutions providing for the issuance of shares of each
particular series, the Board of Directors is also expressly authorized to fix:
the right to vote, if any; the consideration for which the shares of such series
are to be issued; the liquidation preference of the shares of such series; the
number of shares constituting such series, which number may be increased (except
as otherwise fixed by the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time by action of the
Board of Directors; the rate of dividends upon which and the times at which
dividends on shares of such series shall be payable and the preference, if any,
which such dividends shall have relative to dividends on shares of any other
class or classes or any other series of stock of the Corporation; whether such
dividends shall be cumulative or noncumulative, and, if cumulative, the date or
dates from which dividends on shares of such series shall be cumulative; the
rights, if any, which the holders of shares of such series shall have with
respect to the issuance of parity or senior securities of the Corporation; the
rights, if any, which the holders of
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shares of such series shall have in the event of any change of control or
voluntary or involuntary liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding up of the affairs of the Corporation; the
rights, if any, which the holders of shares of such series shall have to covert
such shares into or exchange such shares for shares of any other class or
classes or any other series of stock of the Corporation or for any debt
securities of the Corporation and the terms and conditions, including price and
rate of exchange, of such conversion or exchange; whether the shares of such
series shall be subject to exchange by the Corporation and the terms and
conditions of such exchange; whether shares of such series shall be subject to
redemption, and the redemption price or prices and other terms of redemption, if
any, for shares of such series including, without limitation, a redemption price
or prices payable in shares of Common Stock; the terms and amounts of any
sinking fund for the purchase or redemption of shares of such series; and any
and all other powers, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof
pertaining to shares of such series permitted by law.
SECTION 4. Issuance of Common Stock and Preferred Stock.
The Board of Directors of the Corporation may from time to
time authorize by resolution the issuance of any or all shares of Common Stock
and Preferred Stock herein authorized in accordance with the terms and
conditions set forth in this Certificate of Incorporation for such purposes, in
such amounts, to such natural persons or entities, for such consideration, and
in the case of the Preferred Stock, in one or more series, all as the Board of
Directors in its discretion may determine and without any vote or other action
by any of the stockholders of the Corporation, except as otherwise required by
law.
SECTION 5. In the event the Corporation issues warrants or
other rights entitling the holder thereof to acquisitions of Common Stock, such
warrants or other rights may provide as one of the terms thereof that the
holders thereof shall be deemed to be stockholders, and that their warrants or
other rights shall be deemed to be shares of stock for any purpose which
requires the vote of the stockholders as a prerequisite to any corporate
action."
SECOND. That thereafter the foregoing amendment was approved
by a majority of the stockholders of the Corporation.
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THIRD. That said amendment was duly adopted in accordance with
the provisions of Sections 228 and 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to the Certificate of Incorporation of the Corporation
to be signed by Charles L. Laurey, Secretary of the Corporation, this 16th day
of November, 1999.
By
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Name: Charles L. Laurey
Title: Secretary