EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
TWIN ENTERTAINMENT, INC.
The undersigned hereby certifies that:
1. He is the duly elected and acting President of TWIN
Entertainment, Inc., a Delaware corporation.
2. The Certificate of Incorporation of this corporation was
originally filed with the Secretary of State of Delaware on January 10, 2000.
3. Pursuant to Section 242 of the General Corporation Law of the
State of Delaware, this Certificate of Amendment of Certificate of Incorporation
amends Article I of this corporation's Certificate of Incorporation to read in
its entirety as follows:
"The name of the corporation is Two Way TV (US), Inc."
4. The foregoing Certificate of Amendment has been duly adopted
by this corporation's Board of Directors and stockholders in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
Executed at Los Angeles, California, August 30, 2001.
/s/ Robert Regan
------------------------------------
Robert Regan, President
CERTIFICATE OF INCORPORATION
OF
TWIN ENTERTAINMENT INC.
ARTICLE I
The name of the corporation is TWIN Entertainment Inc.
ARTICLE II
The address of the registered office of the corporation in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington,
Delaware 19801. The name of its registered agent at that address is The
Corporation Trust Company.
ARTICLE III
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 the
State of Delaware.
ARTICLE IV
1. The total number of shares of stock which the corporation has
authority to issue is Twenty-six Million (26,000,000), of which Twenty-two
Million (22,000,000) are shares of Common Stock ("Common Stock"), par value
$.001 per share, and of which Four Million (4,000,000) are shares of Preferred
Stock ("Preferred Stock"), par value $.001 per share.
2. Subject to any limitations prescribed by law or this Certificate of
Incorporation, the Preferred Stock may be issued from time to time in one or
more series of any number of shares, and with distinctive serial designations,
and the Board of Directors of the corporation hereby is authorized to provide
for the issuance of shares of Preferred Stock in series and, by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations and restrictions
thereof.
3. The authority of the Board of Directors with respect to each series
of Preferred Stock shall include, but not be limited to, determination of the
following:
3.1 The designation of the series, which may be by distinguishing
number, letter and/or title;
3.2 The number of shares of the series, which number may
thereafter (except where otherwise provided in the creation of the
series) increase or decrease (but not below the number of shares then
outstanding);
3.3 The dividends, if any, for shares of the series (which may be
cumulative or noncumulative) at such rates, on such conditions, and at
such times as may be permitted under applicable law, and payable in
2
preference to, or in such relation to, the dividends payable on any
other class or classes or of any other series of stock;
3.4 The redemptive rights, if any, and price or prices for shares
of the series;
3.5 The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;
3.6 The rights of such shares in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the corporation;
3.7 Whether the shares of the series shall be convertible into
shares of any other class or series of shares of the corporation, and,
if so, the specifications of such other class or series, the conversion
price or prices or rate or rates, any adjustments thereof, the date or
dates as of which such shares shall be convertible and all other terms
and conditions upon which such conversion may be made;
3.8 The voting rights, if any, of the holders of such series; and
3.9 Such other designations, powers, preferences, and relative,
participating, optional or other special rights of such series, and the
qualifications, limitations or restrictions of such preferences and/or
rights.
ARTICLE V
In furtherance and not in limitation of the powers conferred by law, the Board
of Directors shall have the power to make, alter, amend and repeal the bylaws
(except so far as the bylaws adopted by the stockholders shall otherwise
provide). Any bylaws made by the Board of Directors under the powers conferred
hereby may be altered, amended or repealed by the Board of Directors or by the
stockholders.
ARTICLE VI
The business and affairs of the corporation shall be managed by the Board of
Directors of the corporation and the directors need not be elected by written
ballot, unless required by the bylaws of the corporation.
ARTICLE VII
To the fullest extent permitted by the General Corporation Law of the State of
Delaware, as it exists on the date hereof or as it may hereafter be amended, a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of this paragraph by the stockholders of
the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation with
respect to any act or omission occurring prior to the time of such repeal or
modification.
3
ARTICLE VIII
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 this Certificate of Incorporation, and all
rights conferred on stockholders herein are granted subject to this reservation.
ARTICLE IX
The corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee, agent or affiliate of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts in connection
with such action, suit or proceeding, in accordance with the laws of the State
of Delaware, and to the full extent permitted by said laws, except as the Bylaws
of the corporation may otherwise provide. Such indemnification shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, including insurance purchased and maintained by the
corporation, 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, agent or affiliate and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
ARTICLE X
The name and address of the sole incorporator is as follows:
Deborah Abernathy Moore
Orrick, Herrington & Sutcliffe LLP
400 Capitol Mall, Suite 3000
Sacramento, California 95814
THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware does make this certificate, hereby declaring and certifying that this
is her act and deed and the facts herein stated are true, and accordingly has
hereunto set forth her hand this 10th day of January, 2000.
/s/ Deborah Abernathy Moore
----------------------------------------------
Deborah Abernathy Moore
Incorporator
4