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EXHIBIT 3.2
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GLOBAL KNOWLEDGE, INC.
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GLOBAL KNOWLEDGE, INC., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is GLOBAL KNOWLEDGE, INC. The Corporation
was originally incorporated under the name GKN HOLDINGS, INC., and the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of Delaware on , 1995.
2. The Certificate of Incorporation of the Corporation, is hereby amended
and restated to read in its entirety as follows:
"FIRST: The name of the Corporation is GLOBAL KNOWLEDGE, INC.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of
New Castle. The name of the Corporation's registered agent at such address
is Corporation Service Company.
THIRD: The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 200,000,000 shares, consisting
of 5,000,000 shares of Preferred Stock, $.01 par value ("Preferred Stock")
and 195,000,000 shares of Common Stock, $.01 par value ("Common Stock").
The following is a statement of the designations, and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, in respect of each class of stock of the Corporation:
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A. PREFERRED STOCK
The Board of Directors is authorized to provide for the issuance of the
shares of Preferred Stock in one or more series and, by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each
such series, and to fix the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof. The authority of the Board of Directors with respect
to the Preferred Stock shall include, but not be limited to, determination
of the following:
1. The number of shares constituting a series, the distinctive
designation of a series and the stated value of a series, if different
from the par value.
2. The dividend rate on the shares of a series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares
of that series;
3. Whether a series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting
rights;
4. Whether a series shall have conversion or exchange privileges,
and, if so, the terms and conditions of such conversion or exchange,
including provision for adjustment of the conversion or exchange rate
in such events as the Board of Directors shall determine;
5. Whether or not the shares of a series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the
manner of selecting shares for redemption if less then all shares are
to be redeemed, the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
6. Whether a series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;
7. The rights of a shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment
of shares of a series; and
8. Any other powers, preferences, rights or limitations that may be
granted or imposed upon each series of Preferred Stock.
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B. COMMON STOCK
All shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges:
1. Dividends. When and as dividends are declared upon the Common
Stock, whether payable in cash, in property or in shares of stock of
the Corporation, the holders of Common Stock shall be entitled to
share equally, share for share, in such dividends.
2. Voting Rights. Each holder of Common Stock shall be entitled to
one vote per share.
FIFTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered to make, alter or repeal the By-laws of the
Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any By-law made by the Board of Directors.
SIXTH: The Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provisions contained in this
Second Amended and Restated Certificate of Incorporation; and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed by law; and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Second Amended and Restated Certificate of Incorporation in its present form or
as hereafter amended are granted subject to the right reserved in this Article.
SEVENTH: No person shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, however, that the foregoing shall not eliminate or limit the
liability of a director (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
subsequently amended to further eliminate or limit the liability of a director,
then a director of the Corporation, in addition to the circumstances in which a
director is not personally liable as set forth in the preceding sentence, shall
not be liable to the fullest extent permitted by the amended General Corporation
Law of the State of Delaware. For purposes this ARTICLE SEVENTH, "fiduciary
duty as a director" shall include any fiduciary duty arising out of serving at
the Corporation's request as a director of another corporation, partnership,
joint venture, trust or other enterprise, and "personal liability to the
Corporation or its stockholder" shall include any liability to such other
corporation, partnership, joint venture, trust or other enterprise, and any
liability to such corporation's, partnership's, joint venture's, trust's or
other enterprise's security holders, joint venturers, partners, beneficiaries,
or investors.
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EIGHTH: The Corporation shall, to the fullest extent permitted by
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 and 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 or her 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.
Expenses incurred by any person so entitled to indemnification in defending an
action, suit or proceeding whether civil, criminal, administrative or
investigative may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in
the specific case and in occurrence with Section 145 of the General Corporation
Law of the State of Delaware, upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.
NINTH: This Article Ninth is inserted for the management of the
business and for the conduct of the affairs of the Corporation.
1. Election of Directors. Except as otherwise provided by law or the By-
laws of the Corporation, Directors shall be elected at the annual meeting
of stockholders. At election, persons receiving a plurality of the votes
cast, shall be the Directors. Acceptance of the office of Director may be
expressed orally or in writing, and attendance at the organization meeting
shall constitute such acceptance.
2. Number of Directors. The number of Directors shall be such number as
shall be determined from time to time by the Board of Directors.
3. Term of Directors. The Directors shall be classified in accordance
with the Bylaws of the Corporation with respect to time for which they
shall severally hold office and all Directors shall hold office until their
successors are chosen and qualified, or until their earlier death,
resignation, or removal.
4. Quorum and Manner of Acting. Unless otherwise provided by law, the
presence of 50% of the whole Board of Directors (or any committee thereof)
shall be necessary to constitute a quorum for the transaction of business.
In the absence of a quorum, a majority of the Directors present may adjourn
the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. At all meetings of Directors, a
quorum being present, all matters shall be in accordance with the Bylaws of
the Corporation.
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5. Removal of Directors. Any Director or Directors may be removed, with
or without cause, at any time, in accordance with the Bylaws of the
Corporation.
6. Vacancies on Board. Any vacancies on the Board of Directors resulting
from death, resignation, removal or other cause shall only be filled by the
affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole
remaining director, and newly created directorships resulting from any
increase in the number of directors shall be filled by the Board of
Directors, or if not so filled, in accordance with the Bylaws of the
Corporation.
7. Nominations; Introduction of Business, Etc. Advance notice of
stockholder nominations for election of directors and other business to be
brought by stockholders before a meeting of stockholders shall be given in
the manner provided in the Bylaws of the Corporation.
3. This Second Amended and Restated Certificate of Incorporation has
been duly adopted by the Board of Directors, by written consent pursuant to
Section 141(f) of the General Corporation Law of the State of Delaware and by
the holders of a majority of the outstanding stock of the Corporation entitled
to vote thereon, by written consent pursuant to Section 228 of the General
Corporation Law of the State of Delaware, and has been duly adopted pursuant to
the requirements of Sections 242 and 245 of said General Corporation Law.
4. The capital of the Corporation will not be reduced under, or by
reason of, the foregoing Second Amended and Restated Certificate of
Incorporation of the Corporation.
* * * * *
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IN WITNESS WHEREOF, the Corporation has caused this Second Amended and
Restated Certificate of Incorporation to be signed by Duncan M. Anderson, its
President and Chief Executive Officer, this day of
, 2001.
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Duncan M. Anderson
President and
Chief Executive Officer
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