Exhibit 3.1
THIRD AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
HOLLYWOOD.COM, INC.
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(a Florida corporation)
Pursuant to Sections 607.1003, 607.1006 and 607.1007 of the Florida
Business Corporation Act (the "FBCA"), the Articles of Incorporation of
HOLLYWOOD.COM, INC., a corporation organized and existing under the laws of the
State of Florida, the Second Amended and Restated Articles of Incorporation of
which were filed with the Department of State of the State of Florida on
December 22, 1999, are hereby amended and restated in their entirety as follows:
ARTICLE I
Name
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The name of the corporation is HOLLYWOOD MEDIA CORP. (the"Corporation").
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ARTICLE II
Principal Office
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The address of the principal office and the mailing address of the
Corporation is 2255 Glades Road, Suite 237 West, Boca Raton, Florida 33431, or
in any other city in the State of Florida designated by the Board of Directors
of the Corporation (the "Board of Directors") from time to time.
ARTICLE III
Capital Stock
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The total number of shares of stock which the Corporation shall have
the authority to issue is one hundred and one million (101,000,000) shares,
consisting of (1) one hundred million (100,000,000) shares of common stock, par
value $0.01 per share (the "Common Stock") and (2) one million (1,000,000)
shares of preferred stock, par value $0.01 per share (the "Preferred Stock").
The designation and the preferences, limitations and relative rights of
the Common Stock and the Preferred Stock of the Corporation are as follows:
A. Provisions Relating to the Common Stock.
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1. Voting Rights.
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(a) Except as otherwise required by law or as may be
provided by the resolutions of the Board of Directors
authorizing the issuance of any class or series of
Preferred Stock, as provided in Section B of this
Article III, all rights to vote and all voting power
shall be vested exclusively in the holders of the
Common Stock.
(b) The holders of the Common Stock shall be entitled to
one vote per share on all matters submitted to a vote
of shareholders, including, without limitation, the
election of directors.
2. Dividends. Except as otherwise provided by law or as may be
provided by the resolutions of the Board of Directors
authorizing the issuance of any class or series of Preferred
Stock, as provided in Section B of this Article III, the
holders of the Common Stock shall be entitled to receive when,
as and if provided by the Board of Directors, out of funds
legally available therefor, dividends payable in cash, stock
or otherwise.
3. Liquidating Distributions.Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or
involuntary, and after payment or provision for payment of the
debts and other liabilities of the Corporation, and except as
may be provided by the resolutions of the Board of Directors
authorizing the issuance of any class or series of Preferred
Stock, as provided in Section B of this Article III, the
remaining assets of the Corporation shall be distributed
pro-rata to the holders of the Common Stock.
B. Provisions Relating to the Preferred Stock
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1. General. The Preferred Stock may be issued from time to time in one
or more classes or series, the shares of each class or series to have such
designations, powers, preferences, rights, qualifications, limitations and
restrictions thereof as are stated and expressed herein and in the resolution or
resolutions providing for the issue of such class or series adopted by the Board
of Directors as hereinafter prescribed.
2. Preferences. Authority is hereby expressly granted to and vested in
the Board of Directors to authorize the issuance of the Preferred Stock from
time to time in one or more classes or series, to determine and take necessary
proceedings fully to effect the issuance and redemption of any such Preferred
Stock, and, with respect to each class or series of the Preferred Stock, to fix
and state by the resolution or resolutions from time to time adopted providing
for the issuance thereof the following:
(a) whether or not the class or series is to have voting
rights, full or limited, or is to be without voting
rights;
(b) the number of shares to constitute the class or
series and the designation thereof;
(c) the preferences and relative, participating, optional
or other special rights, if any, and the
qualifications, limitations or restrictions thereof,
if any, with respect to any class or series;
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(d) whether or not the shares of any class or series
shall be redeemable and if redeemable the redemption
price or prices, and the time or times at which and
the terms and conditions upon which, such shares
shall be redeemable and the manner of redemption;
(e) whether or not the shares of a class or series shall
be subject to the operation of retirement of sinking
funds to be applied to the purchase or redemption of
such shares for retirement, and if such retirement or
sinking fund or funds be established, the annual
amount thereof and the terms and provisions relative
to the operation thereof;
(f) the dividend rate, whether dividends are payable in
cash, stock of the Corporation, or other property,
the conditions upon which and the times when such
dividends are payable, the preference to or the
relation to the payment of the dividends payable on
any other class or classes or series of stock,
whether or not such dividend shall be cumulative or
noncumulative, and if cumulative, the date or dates
from which such dividends shall accumulate;
(g) the preferences, if any, and the amounts thereof that
the holders of any class or series thereof shall be
entitled to receive upon the voluntary or involuntary
dissolution of, or upon any distribution of the
assets of, the Corporation;
(h) whether or not the shares or any class or series
shall be convertible into, or exchangeable for, the
shares of any other class or classes or of any other
series of the same or any other class or classes of
the Corporation and the conversion price or prices or
ratio or ratios or the rate or rates at which such
conversion or exchange may be made, with such
adjustments, if any, as shall be stated and expressed
or provided for in such resolution or resolutions;
and
(i) such other special rights and protective provisions
with respect to any class or series as the Board of
Directors may deem advisable.
The shares of each class or series of the Preferred Stock may vary from
the shares of any other class or series thereof in any or all of the foregoing
respects. The Board of Directors may increase the number of shares of Preferred
Stock designated for any existing class or series by a resolution adding to such
class or series authorized and unissued shares of the Preferred Stock not
designated for any other class or series. The Board of Directors may decrease
the number of shares of the Preferred Stock designated for any existing class or
series by a resolution subtracting from such class or series unissued shares of
the Preferred Stock designated for such class or series and the shares so
subtracted shall become authorized, unissued and undesignated shares of the
Preferred Stock.
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ARTICLE IV
Directors
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The Board of Directors of the Corporation shall consist of at least one
Director, with the exact number of Directors to be fixed from time to time in
the manner provided in the Company's Bylaws.
ARTICLE V
Registered Office and Registered Agent
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The street address of the Corporation's registered office in the State
of Florida is 2255 Glades Road, Suite 237 West, Boca Raton, Florida 33431, and
the name of its registered agent at such address, whose Consent to Appointment
as Registered Agent accompanies these Third Amended and Restated Articles of
Incorporation, is Mitchell Rubenstein.
ARTICLE VI
Indemnification
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This Corporation shall indemnify and shall advance expenses on behalf
of its officers and directors to the fullest extent not prohibited by law either
now or hereafter.
Such amendment and restatement of the Second Amended and Restated
Articles of Incorporation has been duly authorized and directed by all of the
members of the Board of Directors of the Corporation at a duly called special
meeting of Board of Directors held by telephone conference call at 10:00 am EST
on November 3, 2000, and at the Corporation's Annual Meeting of the Shareholders
of the Corporation, held on December 15, 2000, which shareholders' consent was
sufficient for the approval of the amendment and restatement. Such amendment and
restatement of the Second Amended and Restated Articles of Incorporation
supersede the original Articles of Incorporation of the Corporation and all
amendments and restatements thereto.
IN WITNESS WHEREOF, the undersigned, for the purpose of amending and
restating the Corporation's Articles of Incorporation pursuant to the laws of
the State of Florida, has executed these Third Amended and Restated Articles of
Incorporation as of the 15th day of December, 2000.
HOLLYWOOD.COM, INC.
By: /s/ Laurie S. Silvers
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Laurie S. Silvers,
President
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CONSENT TO APPOINTMENT AS REGISTERED AGENT
OF
HOLLYWOOD.COM, INC.
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The undersigned, Mitchell Rubenstein, whose business address is 2255
Glades Road, Suite 237W, Boca Raton, Florida 33431, hereby accepts appointment
as the registered agent of HOLLYWOOD.COM, INC., a Florida corporation, and
accepts the obligations provided for in Section 607.0505, Florida Statutes.
/s/ Mitchell Rubenstein
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MITCHELL RUBENSTEIN
Registered Agent
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CERTIFICATE
OF THE
PRESIDENT OF
HOLLYWOOD.COM, INC.
REGARDING THE
THIRD AMENDED AND RESTATED
ARTICLES OF INCORPORATION
The undersigned, hereby certifies on behalf of Hollywood.com, Inc., a
Florida corporation (the "Corporation"), pursuant to and in accordance with
Section 607.1007(4) of the Florida Business Corporation Act, for the purpose of
filing its Third Amended and Restated Articles of Incorporation with the
Department of State of the State of Florida, as follows:
1. The name of the Corporation is Hollywood.com, Inc.
2. The Corporation's Third Amended and Restated Articles of
Incorporation attached hereto contain amendments to the Corporation's Second
Amended and Restated Articles of Incorporation that provide for the
Corporation's name change to "Hollywood Media Corp." which amendment requires
shareholder approval.
3. In accordance with the provisions of the Florida Business
Corporation Act, the amendments set forth in the Corporation's Third Amended and
Restated Articles of Incorporation were duly adopted by (a) all of the members
of the Board of Directors of the Corporation at a duly called special meeting of
Board of Directors held by telephone conference call at 10:00 am EST on November
3, 2000 and (b) the holders of more than a majority of the Corporation's common
stock, par value $.01 per share, which is the Corporation's only outstanding
class of voting capital stock, at a duly convened meeting of the shareholders of
the Corporation held on December 15, 2000. The number of votes cast were
sufficient for approval and adoption of the Third Amended and Restated Articles
of Incorporation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
December 15, 2000.
HOLLYWOOD.COM, INC.
By: /s/ Laurie S. Silvers
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Name: Laurie S. Silvers
Title: President