Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
WORLDWIDE DATA, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purpose. hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware), hereby
certifies that:
FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is Worldwide Data, Inc.
SECOND: The address, including street, number, city and county of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite 1L-100, City of Dover, County of Kent, 19904; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business and the purpose to be conducted and
promoted by the Corporation shall be to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.
FOURTH: The aggregate number of shares of stock which the corporation
shall have the authority to issue is ten million ten thousand (10,010,000)
shares, which are divided into ten million (l0,000,000) shares of Common Stock,
$.0001 par value per share (the "Common Stock"), and ten thousand (10,000)
shares of Preferred Stock, $O.01 par value per share (the "Preferred Stock").
Preferred Stock. The Corporation may divide and issue Preferred
Stock in series. Preferred Stock of each series when issued shall be designated
to distinguish them from shares of other series of Preferred Stock. The Board of
Directors of the Corporation is hereby expressly vested with the authority to
divide the class of Preferred Stock into series and fix and determine the
relative rights and preferences of the shares of any such series so established
to the full extent permitted by the laws of the State of Delaware in respect of
the following:
1. The number of shares to constitute such series, and the distinctive
designations thereof;
2. The rate and preference or dividends, if any, the time of payment of
dividends, whether dividends are cumulative and the date from which any
dividends shall accrue;
3. Whether shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption.
4. The amount payable upon shares in the event of Voluntary and
involuntary liquidation;
5. sinking fund or other provisions, if any, for the redemption or
purchase of shares;
6. The terms and conditions on which shares may be converted;
7. Voting rights, if any; and
8. Variations in the relative rights, and preferences as between the
series, including, without limitation, any restriction on an increase in
the number of shares of any series theretofore authorized, any rights of
Preferred Stock shareholders to receive dividends in the form of Common
Stock or Preferred Stock, and any limitation or restriction of rights or
powers to which shares of any future series shall be subject.
FIFTH: The name and the mailing address of the incorporator is as follows:
Debra L. Plaskett
Werbel NcMillin & Carnelutti
711 Fifth Avenue
New York, New York 10022
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in
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value of the creditors or class of creditors, and/or of the stockholders or
class of stockholders or this Corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this Corporation as a
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which said application has been made, be binding on all the creditors or class
of creditors, and/or on all of the stockholders or class of stockholders, of
this Corporation, as the case may be, and also on this Corporation.
EIGHT: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the General Corporation Law of the State of Delaware is amended
after February 27, 1995 to authorize corporate action further eliminating or
limiting the personal liability of directors, the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware.
NINTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities, judgments, fines, amounts paid in settlement, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification of expenses may be entitled under any by-laws,
agreements, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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ELEVENTH: in furtherance and not in limitation of the powers conferred by
statute, the by-laws of the Corporation may be made, altered, amended or
repealed by the stockholders of the Corporation or by a majority of the entire
Board of Directors of the Corporation.
Signed: February 27, 1995
/s/ Debra L. Plaskett
-------------------------
Debra L. Plaskett
Sole lncorporator
711 Fifth Avenue
New York, New York 10022
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
WORLDWIDE DATA, INC.
(pursuant to Section 242 of the General Corporation Law
of the State of Delaware)
It is hereby certified that:
1. The name of the corporation (hereinafter referred to as the
"Corporation") is Worldwide Data, Inc.
2. The certificate of incorporation of the Corporation is hereby amended
by striking out Article "FOURTH" thereof and substituting in lieu of said
Article the following new Article FOURTH:
FOURTH: The aggregate number of shares of stock which the
Corporation shall have the authority to issue is ten million ten thousand
(10,010,000) shares, which are divided into ten million (10,000,000) shares of
Common Stock, $.00l par value per share (the "Common Stock"), and ten thousand
(10,000) shares of Preferred Stock, $.0l par value per share (the "Preferred
Stock").
Preferred Stock. The Corporation may divide and issue Preferred
Stock in series. Preferred Stock of each series when issued shall be designated
to distinguish them from shares of other series of Preferred Stock. The Board of
Directors of the Corporation is hereby expressly vested with the authority to
divide the class of Preferred Stock into series and fix and determine the
relative rights and preferences of the shares of any such series so established
to the full extent permitted by the laws of the State of Delaware in respect of
the following:
1. The number of shares to constitute such series, and the
distinctive designations thereof;
2. The rate and preference or dividends, if any, the time of payment
of dividends, whether dividends are cumulative and the data from
which any dividends shall accrue;
3. Whether shares may be redeemed and, if so, the redemption price
and the terms and conditions of redemption;
4. The amount payable upon shares in the event of voluntary and
involuntary liquidation;
5. Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
6. The terms and conditions on which shares may be converted;
7. Voting rights, if any; and
8. Variations in the relative rights and preferences as between the
series, including, without limitation, any restriction on an
increase in the number of shares of any series theretofore
authorized, any rights of Preferred stock shareholders to receive
dividends in the form of Common Stock or Preferred Stock, and any
limitation or restriction of rights or powers to which shares of any
future series shall be subject.
On the effective date of this Certificate of Amendment, the
outstanding shares of common stock of the Corporation shall be reverse split
one-for-ten, so that each share of common stock, par value $.000l per share,
outstanding at the close of business on the effective date shall be converted
into 1/10th of a share of common stock, par value $.00l per share with
fractional shares being rounded up to the nearest whole share.
3. The amendment of the certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware by the unanimous consent
of the Board of Directors.
IN WITNESS WHEREOF, we have hereunto executed this document this 4 day
of Februay 1998.
WORLDWIDE DATA
/s/Brandon Conrad
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Name: Bronson Conrad
Title: President
[Corporate Seal]
Attest:
By:
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Name:
Title: