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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
PF.NET HOLDINGS, LIMITED
1. The name of the corporation is PF.Net Holdings, Limited (hereinafter
referred to as the "Corporation").
2. The registered office of the Corporation is to be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle,
in the State of Delaware. The name of its registered agent at that
address is The Corporation Trust Company.
3. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.
4. The total number of shares of all classes of stock which the
Corporation is authorized to issue is 201,250,000 shares consisting
of:
(1) 200,000,000 shares of common stock, par value $.01 per
share; and
(2) 1,250,000 shares of preferred stock, par value $.01
per share.
The Board of Directors of the Corporation is expressly authorized to
provide for the issuance of all or any shares of the preferred stock
in one or more classes or series, and to fix for each such class or
series such distinctive designations and such powers, preferences and
rights and such qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of such
class or series and as may be permitted by the General Corporation Law
of the State of Delaware.
5. The number of Directors of the Corporation shall be such as from time
to time shall be fixed by, or in the manner provided in, the By-laws
of the Corporation. Election of Directors need not be by written
ballot.
6. The Board of Directors shall have the power without the assent or vote
of the stockholders to adopt, amend or repeal the By-laws of the
Corporation; PROVIDED, HOWEVER, that the Board of Directors may not
repeal or amend any By-law that the stockholders have expressly
provided may not be amended or repealed by the Board of Directors. The
stockholders shall also have the power to adopt, amend or repeal the
By-laws of the Corporation.
7. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors and officers are subject
to this reserved power.
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8. A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the
State of Delaware is hereafter amended to authorize corporate action
further eliminating or limiting the personal liability of a director
of a corporation, then the liability of a Director of the Corporation,
in addition to the circumstances set forth in the preceding sentence,
shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as so amended.
9. The name and mailing address of the incorporator is:
Peter F. Buettner
Cleary Gottlieb Steen & Hamilton
1 Liberty Plaza
New York, NY 10006
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Incorporation of PF.Net Holdings, Limited this 25th day of October, 1999.
By: /S/ PETER F. BUETTNER
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Peter F. Buettner
Sole Incorporator
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