<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KNOLOGY BROADBAND, INC.
Knology Broadband, Inc., (the "Corporation") a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify as follows:
FIRST: That in accordance with the requirements of Section 141 and 242
of the DGCL, the Board of Directors of the Corporation, acting by unanimous
written consent, duly adopted resolutions: (1) proposing and declaring advisable
decreasing the number of shares authorized of capital stock of the Corporation
from 16,100,000 shares to 100 shares, all of which will be designated Common
Stock, all of one class, with a par value $0.01 per share, (2) proposing and
declaring advisable the amendment to the Certificate of Incorporation of the
Corporation to reflect such decrease, (3) recommending that such decrease and
amendment be submitted to the sole stockholder of the Corporation for its
consideration and approval and (4) proposing and declaring advisable, upon
filing and effectiveness of such amendment, a 1-for-75,912.19 stock split of the
Common Stock of the Corporation.
SECOND: That the amendment to the Certificate of Incorporation of the
Corporation is as follows:
Section 4.1 of the Certificate of Incorporation is hereby amended in it
is entirety as follows:
"4.1 Authorized Shares
The total number of shares of all classes of stock that the
Corporation is authorized to issue is 100, all of which are designated
common stock, all of one class, having a par value of $.01 per share
("Common Stock"). Upon the amendment of this Section 4.1, every
75,912.19 issued and outstanding shares of common stock, par value $.01
per share ("Old Common Stock"), shall be automatically and without any
action on the part of the stockholders converted into and reconstituted
as one share of Common Stock. Each holder of a certificate or
certificates which, immediately prior to this Certificate of Amendment
of the Certificate of Incorporation becoming effective pursuant to the
General Corporation Law of the State of Delaware (the "Effective
Date"), represented outstanding shares of Old Common Stock shall be
entitled to receive a certificate for the number of shares of Common
Stock they own by presenting their old certificates to the Corporation
for cancellation and exchange."
<PAGE> 2
THIRD: That thereafter, pursuant to resolutions of the Board of
Directors, the sole stockholder of the Corporation, acting by written consent in
accordance with Sections 228 and 229 of the DGCL, duly approved the aforesaid
amendment to the Certificate of Incorporation of the Corporation.
FOURTH: That the aforesaid amendment to the Certificate of
Incorporation of the Corporation was duly adopted in accordance with the
provisions of Sections 141, 228, 229 and 242 of the DGCL.
FIFTH: That said amendment is to become effective upon the filing of
this Certificate of Amendment.
-2-
<PAGE> 3
IN WITNESS WHEREOF, Knology Broadband, Inc. has caused this certificate
to be signed by its authorized officer, this 30th day of June, 2000.
/s/ Chad S. Wachter
--------------------------------
By: Chad S. Wachter
Title: Vice President and General Counsel
-3-
