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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
KID ROM, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation (hereinafter called the "corporation") for conducting the business
and promoting the purposes hereinafter stated, under the provisions and subject
to the requirements of the General Corporation Law of the State of Delaware,
hereby certifies that:
ARTICLE FIRST: The name of the Corporation is:
KID ROM, INC.
ARTICLE SECOND: The address of the registered office of the corporation
in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of
Dover, County of Kent; and the name of the registered agent in charge thereof is
The Prentice-Hall Corporation System, Inc.
ARTICLE THIRD: The nature of the business and the purposes to be
conducted and promoted by the corporation, which shall be in addition to the
authority of the corporation to conduct any lawful business, to promote my
lawful purpose, and 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 FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 10,000,000, all of which shall have
a $.0001 par value per share. All such share are of one class and are shares of
Common Stock.
ARTICLE FIFTH: The name and mailing address of the incorporator is as
follows:
George E. Baviello
520 Madison Avenue
New York, New York 10022-4235
ARTICLE SIXTH: The corporation is to have perpetual existence.
ARTICLE SEVENTH: The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted by the
provisions of paragraph (7) of subsection (b) of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented.
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ARTICLE EIGHTH: The Corporation shall, to the fullest extent permitted
by the provisions of 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, 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 indemnified may be
entitled under any Bylaw, agreement, 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.
I, the undersigned, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have accordingly hereunto
set my hand this 13th day of September, 1994.
/s/ George Baviello
George E. Baviello - Incorporator
