Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
T/SF COMMUNICATIONS CORPORATION
It is hereby certified that:
1. The name of the Corporation is T/SF Communications Corporation.
2. The Certificate of Incorporation of the Corporation is hereby amended
and restated in its entirety as follows:
FIRST: The name of the corporation is T/SF Communications Corporation.
SECOND: The registered office of the corporation is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle, State of
Delaware 19805. The name of the registered agent at that address is Corporation
Service Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The authorized capital stock of the Corporation and the
aggregate number of shares which the Corporation shall have the authority to
issue shall be 10,000,000 shares of Common Stock with a par value of $0.10 per
share ("Common Stock") and 1,000,000 shares of preferred stock with a par value
of $10.00 per share ("Preferred Stock"). The Common Stock and Preferred Stock
shall have the designations, preferences, dividends, voting powers or
restrictions, qualifications, limitations, and relative rights hereinunder
described.
A. Common Stock
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Except as otherwise expressly provided by law or in this paragraph
FOURTH, or as determined by the Board of Directors of the Corporation pursuant
to the provisions hereof when fixing the voting rights of any series of the
Preferred Stock to be issued and subject to the provisions of paragraph B
hereof, voting rights upon any and all matters shall be vested in the holders of
the Common Stock, each share of such Common Stock having one vote on all
matters. Each fractional share, if any, of Common Stock shall be entitled to a
corresponding fractional vote. Subject to the provisions hereof governing the
payment of dividends on the Preferred Stock, as determined by the Board of
Directors of the Corporation pursuant to the provisions of Paragraph B hereof,
the Board of Directors of the Corporation may declare and pay dividends, in its
discretion, on the Common Stock of the Corporation out of funds legally
available for the payment of dividends. Upon any voluntary or involuntary
liquidation of the Corporation and after the holders of shares of the Preferred
Stock, as determined by the Board of Directors of the Corporation
pursuant to the provisions of Paragraph B hereof, shall have been paid the full
preferential amounts to which they shall be entitled, the holders of shares of
the Common Stock shall be entitled to share in all remaining assets of the
Corporation. The Common Stock of the Corporation shall not be redeemable
without the consent of the holders of the shares to be redeemed.
B. Preferred Stock.
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The shares of the Preferred Stock may be divided into and issued in
series. The Board of Directors of the Corporation shall be expressly vested
with full authority and discretion to establish one or more series of Preferred
Stock and to fix and determine by written action or resolution the relative
rights and preferences of the shares of Preferred Stock or any series thereof so
established, to the full extent now or hereafter permitted by the General
Corporation Law of the State of Delaware, including, but not limited to, the
fixing and determining of the following:
1. The rate of dividend of such stock or any series thereof
and whether such dividends are to be cumulative and the priority, if any, of
dividend payments relative to other series in the class;
2. Whether the shares of such stock or any series thereof
may be redeemed and, if so, the redemption price and the terms and conditions of
redemption;
3. The amount payable upon such shares or any series
thereof in the event of voluntary or involuntary liquidation and the priority,
if any, of each series relative to other series in the class with respect to
amounts payable upon liquidation;
4. Sinking fund provisions, if any, for the redemption or
purchase of such shares or any series thereof;
5. The terms and conditions, if any, on which such shares
or any series thereof may be converted into or exchanged for shares of any other
class (common or preferred) or into shares of any series of the same class, and,
if provision is made for conversation or exchange, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or exchange; and
6. Voting rights, if any, of such shares or any series thereof.
C. Pre-Emptive Rights.
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No holder of shares of any class of stock of the Corporation shall be
entitled, as a matter of right, to subscribe for or purchase any part of any new
or additional issue of stock of any class whatsoever, or of obligations or other
securities convertible into, or exchangeable for, any stock of any class
whatsoever, whether now or hereafter authorized and whether issued for cash or
other consideration or by way of dividend, stock split or other distribution."
and said Certificate of Incorporation as herein amended shall continue in full
force and effect until further changed, altered or amended as therein provided
and in the manner prescribed by the provisions of the GCL.
FIFTH: To the fullest extent that elimination or limitation of the
liability of directors is permitted by law, as the same is now or may hereafter
be in effect, no director of the corporation shall be liable to the corporation
or its stockholders for monetary damages for breach of his or her fiduciary
duty as a director.
SIXTH: The corporation shall, to the fullest extent permitted by law, as
now or hereafter in effect, indemnify each person (including the heirs,
executors, administrators and other personal representatives of such person)
against expenses including attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such person in connection with
any threatened, pending or completed suit, action or proceeding (whether civil,
criminal, administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was a director
or officer of the corporation or is or was serving any other incorporated or
unincorporated enterprise in such capacity at the request of the corporation.
Expenses (including attorneys' fees) incurred by a director or officer in
defending any civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the corporation in advance of the final disposition
of the action, suit or proceeding, but, if Delaware law requires, advancement of
expenses shall be made only upon receipt of an undertaking by or on behalf of
the director or officer to repay the amounts advanced if it shall ultimately be
determined that the person is not entitled to be indemnified by the corporation.
The indemnification provided for in this certificate of incorporation shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
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 (S)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 (S)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 value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of 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 the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on the corporation.
EIGHT: Unless, and except to the extent that, the by-laws of the
corporation shall so require, the election of directors of the corporation need
not be by written ballot.
NINTH: The board of directors may from time to time adopt, amend or
repeal the by-laws of the corporation, subject to the power of the
stockholders to adopt any by-laws or to amend or repeal any by-laws adopted,
amended or repealed by the board of directors.
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3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Dated: February 5, 1998
T/SF COMMUNICATIONS CORPORATION
By: /s/ Brian A. Meyer
______________________________
Brian A. Meyer
Secretary and General Counsel