<PAGE>
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KEY3MEDIA GROUP, INC.
KEY3MEDIA GROUP, INC., a corporation organized and existing under the
Delaware General Corporation Law (the "Corporation"), does hereby certify:
1. The Corporation has not received any payment for any of its
stock.
2. The Corporation's original certificate of incorporation was filed
on April 19, 2000 with the Secretary of State of the State of Delaware under the
name Key3Media Group, Inc.
3. The following amendment and restatement of the Corporation's
Certificate of Incorporation was approved and duly adopted by a majority of the
Corporation's Board of Directors in accordance with the provisions of Sections
241 and 245 of the Delaware General Corporation Law:
FIRST. The name of the Corporation is Key3Media Group, Inc.
SECOND. The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.
FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 600,000,000, of which 200,000,000
shares of the par value of $0.01 per share shall be a separate class designated
as Common Stock, 200,000,000 shares of the par value of $0.01 per share shall be
separate class designated as Nonvoting Common Stock and 200,000,000 shares of
the par value of $0.01 per share shall be a separate class designated as
Preferred Stock. In addition to any other requirement of applicable law, at any
time that SOFTBANK CORP., a corporation organized under the laws of Japan, or
its successors, and its affiliates (as defined under Rule 405 promulgated under
the Securities Act of 1933 or any similar provision hereafter enacted)
(collectively "Softbank") together hold outstanding shares of the Common Stock
of the Corporation and/or other outstanding shares of the Corporation entitled
to vote generally in the election of directors that together entitle it to cast
votes representing more than 35% of the voting power in the election of
directors generally, considered for this purpose as a single class, no shares of
the Corporation shall be issued without the prior written approval of Softbank.
-1-
<PAGE>
COMMON STOCK AND NONVOTING COMMON STOCK
Except as set forth in this Article FOURTH, the Common Stock and the
Nonvoting Common Stock (together, the "Common Shares") shall have the same
rights and privileges and shall rank equally, share ratably and be identical in
all respects as to all matters.
(i) Voting. Except as may be provided in this Amended and Restated
Certificate of Incorporation or required by law, the Common Stock shall have
voting rights in the election of directors and on all other matters presented to
stockholders, with each holder of Common Stock being entitled to one vote for
each share of Common Stock held of record by such holder on such matters. The
Nonvoting Common Stock shall have no voting rights other than such rights as may
be required by the first sentence of Section 242(b)(2) of the Delaware General
Corporation Law or any similar provision hereafter enacted; provided that an
amendment of this Amended and Restated Certificate of Incorporation to increase
or decrease the number of authorized shares of Nonvoting Common Stock (but not
below the number of shares thereof then outstanding) may be adopted by
resolution adopted by the board of directors of the Corporation and approved by
the affirmative vote of the holders of a majority of the voting power of all
outstanding shares of Common Stock of the Corporation and all other outstanding
shares of stock of the Corporation entitled to vote thereon irrespective of the
provisions of Section 242(b)(2) of the Delaware General Corporation Law or any
similar provision hereafter enacted, with such outstanding shares of Common
Stock and other stock considered for this purpose as a single class, and no vote
of the holders of any shares of Nonvoting Common Stock, voting separately as a
class, shall be required therefor.
(ii) Dividends. Subject to the rights of the holders of any series
of Preferred Stock, holders of Common Stock and holders of Nonvoting Common
Stock shall be entitled to receive such dividends and distributions (whether
payable in cash or otherwise) as may be declared on the Common Shares by the
board of directors of the Corporation from time to time out of assets or funds
of the Corporation legally available therefor; provided that the board of
directors of the Corporation shall declare no dividend, and no dividend shall be
paid, with respect to any outstanding share of Common Stock or Nonvoting Common
Stock, whether in cash or otherwise (including any dividend in shares of Common
Stock on or with respect to shares of Common Stock or any dividend in shares of
Nonvoting Common Stock on or with respect to shares of Nonvoting Common Stock
(collectively, "Stock Dividends")), unless, simultaneously, the same dividend is
declared or paid with respect to each share of Common Stock and Nonvoting Common
Stock. If a Stock Dividend is declared or paid with respect to one class, then a
Stock Dividend shall likewise be declared or paid with respect to the other
class and shall consist of shares of such other class in a number that bears the
same relationship to the total number of shares of such other class, issued and
outstanding immediately prior to the payment of such dividend. Stock Dividends
with respect to Common Stock may be paid only with shares of Common Stock. Stock
Dividends with respect to Nonvoting Common Stock may be paid only with shares of
Nonvoting Common Stock. Notwithstanding the foregoing, in the case of any
dividend in the form of capital stock of a subsidiary of the Corporation, the
capital stock of the subsidiary distributed to holders of Common Stock shall be
identical to the capital stock of the subsidiary distributed to holders of
Nonvoting Common Stock, except that the capital stock distributed to holders of
Common Stock may have full or any other voting rights and the capital stock
distributed to holders of Nonvoting Common Stock shall be non-voting to the same
extent as the Nonvoting Common Stock is non-voting.
(iii) Subdivisions, Combinations and Mergers. If the Corporation
shall in any manner split, subdivide or combine the outstanding shares of Common
Stock or the outstanding shares of Nonvoting Common Stock, the outstanding
shares of the other such class of the Common shares shall likewise be split,
subdivided or combined in the same manner proportionately and on the same basis
per share. In the event of any merger, statutory share
-2-
<PAGE>
exchange, consolidation or similar form of corporate transaction involving the
Corporation (whether or not the Corporation is the surviving entity), the
holders of Common Stock and the holders of Nonvoting Common Stock shall be
entitled to receive the same per share consideration, if any, except that any
securities received by holders of Common Stock in consideration of such stock
may have full or any other voting rights and any securities received
(iv) by holders of Nonvoting Common Stock in consideration of such
stock shall be non-voting to the same extent as the Nonvoting Common Stock is
non-voting.
(v) Rights on Liquidation. Subject to the rights of the holders of
any series of Preferred Stock, in the event of any liquidation, dissolution or
winding-up of the Corporation (whether voluntary or involuntary), the assets of
the Corporation available for distribution to stockholders shall be distributed
in equal amounts per share to the holders of Common Stock and the holders of
Nonvoting Common Stock, as if such classes constituted a single class. For
purposes of this paragraph, a merger, statutory share exchange, consolidation or
similar corporate transaction involving the Corporation (whether or not the
Corporation is the surviving entity), or the sale, transfer or lease by the
Corporation of all or substantially all its assets, shall not constitute or be
deemed a liquidation, dissolution or winding-up of the Corporation.
PREFERRED STOCK
Shares of Preferred Stock may be issued in one or more series from
time to time as determined by the board of directors of the Corporation, and the
board of directors of the Corporation is authorized to fix by resolution or
resolutions the designations and the powers, preferences and rights, and the
qualifications, limitations and restrictions thereof, of the shares of each
series of Preferred Stock, including the following:
(i) the distinctive serial designation of such series which shall
distinguish it from other series;
(ii) the number of shares included in such series;
(iii) whether dividends shall be payable to the holders of the shares
of such series and, if so, the basis on which such holders shall be entitled to
receive dividends (which may include, without limitation, a right to receive
such dividends or distributions as may be declared on the shares of such series
by the board of directors of the Corporation, a right to receive such dividends
or distributions, or any portion or multiple thereof, as may be declared on the
Common Stock or any other class of stock or, in addition to or in lieu of any
other right to receive dividends, a right to receive dividends at a particular
rate or at a rate determined by a particular method, in which case such rate or
method of determining such rate may be set forth), the form of such dividend,
any conditions on which such dividends shall be payable and the date or dates,
if any, on which such dividends shall be payable;
(iv) whether dividends on the shares of such series shall be
cumulative and, if so, the date or dates or method of determining the date or
dates from which dividends on the shares of such series shall be cumulative;
(v) the amount or amounts, if any, which shall be payable out of
the assets of the Corporation to the holders of the shares of such series upon
the voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation, and the relative rights of priority, if any, of payment of the
shares of such series;
-3-
<PAGE>
(vi) the price or prices (in cash, securities or other property or a
combination thereof) at which, the period or periods within which and the terms
and conditions upon which the shares of such series may be redeemed, in whole or
in part, at the option of the Corporation or at the option of the holder or
holders thereof or upon the happening of a specified event or events;
(vii) the obligation, if any, of the Corporation to purchase or
redeem shares of such series pursuant to a sinking fund or otherwise and the
price or prices (in cash, securities or other property or a combination thereof)
at which, the period or periods within which and the terms and conditions upon
which the shares of such series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;
(viii) whether or not the shares of such series shall be convertible
or exchangeable, at any time or times at the option of the holder or holders
thereof or at the option of the Corporation or upon the happening of a specified
event or events, into shares of any other class or classes or any other series
of the same or any other class or classes of stock of the Corporation or any
other securities or property of the Corporation or any other entity, and the
price or prices (in cash, securities or other property or a combination thereof)
or rate or rates of conversion or exchange and any adjustments applicable
thereto; and
(ix) whether or not the holders of the shares of such series shall
have voting rights, in addition to the voting rights provided by law, and if so
the terms of such voting rights, which may provide, among other things and
subject to the other provisions of this Amended and Restated Certificate of
Incorporation, that each share of such series shall carry one vote or more or
less than one vote per share, that the holders of such series shall be entitled
to vote on certain matters as a separate class (which for such purpose may be
comprised solely of such series or of such series and one or more other series
or classes of stock of the Corporation) and that all the shares of such series
entitled to vote on a particular matter shall be deemed to be voted on such
matter in the manner that a specified portion of the voting power of the shares
of such series or separate class are voted on such matter.
For all purposes, this Amended and Restated Certificate of Incorporation shall
include each certificate of designations (if any) setting forth the terms of a
series of Preferred Stock.
Subject to the rights, if any, of the holders of any series of
Preferred Stock set forth in a certificate of designations, an amendment of this
Amended and Restated Certificate of Incorporation to increase or decrease the
number of authorized shares of any series of Preferred Stock (but not below the
number of shares thereof then outstanding) may be adopted by resolution adopted
by the board of directors of the Corporation and approved by the affirmative
vote of the holders of a majority of the voting power of all outstanding shares
of Common Stock of the Corporation and all other outstanding shares of stock of
the Corporation entitled to vote thereon irrespective of the provisions of
Section 242(b)(2) of the Delaware General Corporation Law or any similar
provision hereafter enacted, with such outstanding shares of Common Stock and
other stock considered for this purpose as a single class, and no vote of the
holders of any series of Preferred Stock, voting as a separate class, shall be
required therefor.
Except as otherwise required by law or provided in the certificate of
designations for the relevant series, holders of Common Shares, as such, shall
not be entitled to vote on any amendment of this Amended and Restated
Certificate of Incorporation that alters or changes the powers, preferences,
rights or other terms of one or more outstanding series of Preferred Stock if
the holders of such affected series are entitled, either separately or together
with the holders of one or more other series of Preferred Stock, to vote thereon
as a separate class pursuant to this Amended and Restated Certificate of
Incorporation or pursuant to the Delaware General Corporation Law as then in
effect.
-4-
<PAGE>
OPTIONS, WARRANTS AND OTHER RIGHTS
The board of directors of the Corporation is authorized to create and
issue options, warrants and other rights from time to time entitling the holders
thereof to purchase securities or other property of the Corporation or any other
entity, including any class or series of stock of the Corporation or any other
entity and whether or not in connection with the issuance or sale of any
securities or other property of the Corporation, for such consideration (if
any), at such times and upon such other terms and conditions as may be
determined or authorized by the board of directors of the Corporation and set
forth in one or more agreements or instruments. Among other things and without
limitation, such terms and conditions may provide for the following:
(i) adjusting the number or exercise price of such options,
warrants or other rights or the amount or nature of the securities or other
property receivable upon exercise thereof in the event of a subdivision or
combination of any securities, or a recapitalization, of the Corporation,
the acquisition by any person of beneficial ownership of securities
representing more than a designated percentage of the voting power of any
outstanding series, class or classes of securities, a change in ownership
of the Corporation's securities or a merger, statutory share exchange,
consolidation, reorganization, sale of assets or other occurrence relating
to the Corporation or any of its securities, and restricting the ability of
the Corporation to enter into an agreement with respect to any such
transaction absent an assumption by another party or parties thereto of the
obligations of the Corporation under such options, warrants or other
rights;
(ii) restricting, precluding or limiting the exercise, transfer or
receipt of such options, warrants or other rights by any person that
becomes the beneficial owner of a designated percentage of the voting power
of any outstanding series, class or classes of securities of the
Corporation or any direct or indirect transferee of such a person, or
invalidating or voiding such options, warrants or other rights held by any
such person or transferee; and
(iii) permitting the board of directors (or certain directors
specified or qualified by the terms of the governing instruments of such
options, warrants or other rights) to redeem, terminate or exchange such
options, warrants or other rights.
This paragraph shall not be construed in any way to limit the power of the board
of directors of the Corporation to create and issue options, warrants or other
rights.
FIFTH. The name and mailing address of the incorporator is Jonathan
E.A. ten Oever, c/o Sullivan & Cromwell, 125 Broad Street, New York, New York
10004-2498.
SIXTH. All corporate powers shall be exercised by the board of
directors of the Corporation, except as otherwise specifically required by law
or as otherwise provided in this Amended and Restated Certificate of
Incorporation. Any meeting of stockholders may be postponed by action of the
board of directors at any time in advance of such meeting. The board of
directors of the Corporation shall have the power to adopt such rules and
regulations for the conduct of the meetings and management of the affairs of the
Corporation as they may deem proper and the power to adjourn any meeting of
stockholders without a vote of the stockholders, which powers may be delegated
by the board of directors to the chairman of such meeting either in such rules
and regulations or pursuant to the by-laws of the Corporation.
Special meetings of stockholders of the Corporation may be called at
any time by, but only by, the board of directors of the Corporation, to be held
at such date, time and place
-5-
<PAGE>
either within or without the State of Delaware as may be stated in the notice of
the meeting; provided that at any time that Softbank, the directors of the
Corporation and the executive officers of the Corporation (as defined under Rule
405 promulgated under the Securities Act of 1933 or any similar provision
hereafter enacted) together hold outstanding shares of the Common Stock of the
Corporation and/or other outstanding shares of the Corporation entitled to vote
generally in the election of directors that together entitle them to cast votes
representing more than 50% of the voting power in the election of directors
generally considered for this purpose as a single class (a "Qualifying Ownership
Period") Softbank shall be entitled to call special meetings of stockholders of
the Corporation to be held at such time, date and place either within or without
the State of Delaware as may be stated in the notice of the meetings and to
specify the purpose or purposes of such meetings. Any special meeting of the
stockholders of the Corporation shall be confined to the issues related to the
purpose or purposes of the meeting stated in the notice of such meeting.
The board of directors of the Corporation is authorized to adopt,
amend or repeal by-laws of the Corporation. No adoption, amendment or repeal of
a by-law by action of stockholders shall be effective unless approved by the
affirmative vote of the holders of not less than 80% of the voting power of all
outstanding shares of Common Stock of the Corporation and all other outstanding
shares of stock of the Corporation entitled to vote on such matter, with such
outstanding shares of Common Stock and other stock considered for this purpose
as a single class. Any vote of stockholders required by this Article SIXTH
shall be in addition to any other vote of stockholders that may be required by
law, this Amended and Restated Certificate of Incorporation, the by-laws of the
Corporation, any agreement with a national securities exchange or otherwise.
SEVENTH. Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the Corporation.
EIGHTH. The directors of the Corporation shall be divided into three
classes. The number of directors of the Corporation and the number of directors
in each class of directors shall be fixed only by resolution of the board of
directors of the Corporation from time to time. The initial term of office of
the first such class of directors shall expire at the annual meeting of
stockholders in 2001, the initial term of office of the second such class of
directors shall expire at the annual meeting of stockholders in 2002 and the
initial term of office of the third such class of directors shall expire at the
annual meeting of stockholders in 2003, with each such class of directors to
hold office until their successors have been duly elected and qualified. At
each annual meeting of stockholders, directors elected to succeed the directors
whose terms expire at such annual meeting shall be elected to hold office for a
term expiring at the annual meeting of stockholders in the third year following
the year of their election and until their successors have been duly elected and
qualified. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes in such manner as the board of directors
of the Corporation shall determine, but no decrease in the number of directors
may shorten the term of any incumbent director.
No director who is part of any such class of directors may be removed
except for cause; provided that any time during a Qualifying Ownership Period
the holders of the outstanding shares of the Common Stock of the Corporation and
the holders of all other outstanding shares of the Corporation entitled to vote
thereon may remove any director or directors with or without cause.
Vacancies and newly created directorships resulting from any increase
in the authorized number of directors or from any other cause (other than
vacancies and newly created directorships which the holders of any class of
classes of stock or series thereof are expressly entitled by this Amended and
Restated Certificate of Incorporation to fill) shall be filled by, and
-6-
<PAGE>
only by, (i) a majority of the directors then in office, although less than a
quorum, or by the sole remaining director or (ii) if the vacancies result from
the removal of any director or directors, the holders of the outstanding shares
of the Common Stock of the Corporation and the holders of all other outstanding
shares of the Corporation that were entitled to vote on such removal. Any
director appointed to fill a vacancy or a newly created directorship shall hold
office until the next election of the class of directors of the director which
such director replaced or the class of directors to which such director was
appointed, and until his or her successor is elected and qualified or until his
or her earlier death, resignation or removal.
Notwithstanding the foregoing, in the event that the holders of any
class or series of Preferred Stock of the Corporation shall be entitled, voting
separately as a class, to elect any directors of the Corporation, then the
number of directors that may be elected by such holders voting separately as a
class shall be in addition to the number fixed pursuant to a resolution of the
board of directors of the Corporation. Except as otherwise provided in the
terms of such class or series, (i) the terms of the directors elected by such
holders voting separately as a class shall expire at the annual meeting of
stockholders next succeeding their election without regard to the classification
of other directors and (ii) any director or directors elected by such holders
voting separately as a class may be removed, with or without cause, by the
holders of a majority of the voting power of all outstanding shares of stock of
the Corporation entitled to vote separately as a class in an election of such
directors.
NINTH. In taking any action, including action that may involve or
relate to a change or potential change in the control of the Corporation, a
director of the Corporation may consider, among other things, both the long-term
and short-term interests of the Corporation and its stockholders and the effects
that the Corporation's actions may have in the short term or long term upon any
one or more of the following matters:
(i) the prospects for potential growth, development, productivity
and profitability of the Corporation;
(ii) the Corporation's current employees;
(iii) the Corporation's customers and creditors;
(iv) the ability of the Corporation to provide, as a going concern,
goods, services, employment opportunities and employment benefits and
otherwise to contribute to the communities in which it does business; and
(v) such other additional factors as a director may consider
appropriate in such circumstances.
Nothing in this Article NINTH shall create any duty owed by any director of the
Corporation to any person or entity to consider, or afford any particular weight
to, any of the foregoing matters or to limit his or her consideration to the
foregoing matters. No such employee, former employee, beneficiary, customer,
creditor or community or member thereof shall have any rights against any
director of the Corporation or the Corporation under this Article NINTH.
TENTH. From and after the consummation of the initial distribution of
the shares of Common Stock of the Corporation to the shareholders of Ziff-Davis
Inc., no action of stockholders of the Corporation required or permitted to be
taken at any annual or special meeting of stockholders of the Corporation may be
taken without a meeting of stockholders, without prior notice and without a
vote, and the power of stockholders of the Corporation to consent in writing to
the taking of any action without a meeting is specifically denied; provided
-7-
<PAGE>
that at any time during a Qualifying Ownership Period, the holders of the Common
Stock of the Corporation and the holders of any other shares of the Corporation
entitled to vote on such actions may take any action required or permitted to be
taken by the stockholders of the Corporation by a consent or consents in writing
setting forth the action so taken signed by the holders of the outstanding
shares of the Common Stock of the Corporation and the holders of all other
outstanding shares of the Corporation entitled to vote on such action having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all such outstanding shares of the
Corporation were present and voted. Notwithstanding this Article TENTH, the
holders of any series of Preferred Stock of the Corporation shall be entitled to
take action by written consent to such extent, if any, as may be provided in the
terms of such series.
ELEVENTH. No provision of Article SIXTH, EIGHTH, NINTH, TENTH or
TWELFTH or of this Article ELEVENTH shall be amended, modified or repealed, and
no provision inconsistent with any such provision shall become part of this
Amended and Restated Certificate of Incorporation, unless such matter is
approved by the affirmative vote of the holders of not less than 80% of the
voting power of all outstanding shares of Common Stock of the Corporation and
all other outstanding shares of stock of the Corporation entitled to vote on
such matter, with such outstanding shares of Common Stock and other stock
considered for this purpose as a single class. Any vote of stockholders
required by this Article ELEVENTH shall be in addition to any other vote of the
stockholders that may be required by law, this Amended and Restated Certificate
of Incorporation, the by-laws of the Corporation, any agreement with a national
securities exchange or otherwise.
TWELFTH. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director of the Corporation, except to the extent that such exemption
from liability or limitation thereof is not permitted under the Delaware General
Corporation Law as currently in effect or as the same may hereafter be amended.
No amendment, modification or repeal of this Article TWELFTH shall
adversely affect any right or protection of a director of the Corporation that
exists at the time of such amendment, modification or repeal.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed and attested by its duly authorized officer on this ________ day of
August, 2000.
_______________________
Ned S. Goldstein
General Counsel
-8-
