EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MDI ENTERTAINMENT, INC.
PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
The undersigned, the President of MDI Entertainment, Inc., a Delaware
corporation (the "Corporation"), does hereby certify as follows:
1. The Fourth Article of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:
The aggregate number of shares which the Corporation shall have authority
to issue is thirty million (30,000,000), $.001 par value per share, of
which five million (5,000,000) shall be designated "preferred stock" and
twenty-five million (25,000,000) shall be designated "common stock".
Authority is hereby expressly granted to the Board of Directors of the
Corporation from time to time to issue the preferred stock as preferred
stock of any series and, in connection with the creation of each such
series, to fix by the resolution or resolutions providing for the issue of
shares thereof, the number of shares of such series, and the designations,
relative rights, preferences, and limitations, of such series, to the full
extent now or hereafter permitted by the laws of the State of Delaware.
2. The Certificate of Incorporation of the Corporation is hereby amended by
adding an Eighth Article to read in its entirety as follows:
1. To the extent permitted by Delaware law from time to time in effect
and subject to the provisions of paragraph (2) of this Article, the
Corporation shall 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 (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent 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 paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
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The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
2. Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent 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) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.
3. To the extent that a present and former director or officer of the
Corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in paragraphs (1) and
(2) of this Article, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
4. Any indemnification under paragraphs (1) and (2) of this Article
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said paragraphs (1) and
(2). Such determination shall be made, with respect to a person who is
a director or officer at the time of such determination, (i) by a
majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (ii) by a
committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (iii) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (iv) by the stockholders.
5. Expenses (including attorneys' fees) incurred by an officer or
director in defending a civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article. Such expenses (including
attorneys' fees) incurred by former directors and officers or other
employees and agents shall be so paid upon such terms and conditions,
if any, as the Corporation deems appropriate.
6. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Article shall not be
deemed exclusive of any other rights to which those seeking
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indemnification or advancement of expenses shall be entitled under
any by-law, agreement, vote of the 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.
7. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent 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 any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions of the Delaware General Corporation
Law.
8. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided
when authorized or ratified, 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.
9. Each person who serves as a director, officer, employee or agent of
the Corporation 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 while this
Article EIGHTH is in effect shall be deemed to be doing so in reliance
on the provisions of this Article EIGHTH, and neither the amendment or
repeal of this Article EIGHTH, nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article
EIGHTH, shall apply to or have any effect on the indemnification of
such director, officer, employee or agent occurring prior to such
amendment, repeal, or adoption of an inconsistent provision.
3. The foregoing amendments were adopted by the holders of the number of
shares necessary to authorize or take such action at a meeting of the
stockholders of the Corporation in accordance with the provisions of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, MDI Entertainment, Inc. has caused this certificate to be
signed by its President this 28th day of February, 1999.
/s/ STEVEN M. SAFERIN
----------------------------
Steven M. Saferin, President
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