<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF MERGER
OF
EMPIRE ONE TELECOMMUNICATIONS, INC.
with and into
EOT ACQUISITION CORPORATION
Pursuant to Section 252(c) of the General Corporation Law of the
State of Delaware, EOT Acquisition Corporation, Sonus Communication Holdings,
Inc. and Empire One Telecommunications, Inc. do hereby certify to the
following facts relating to the merger of Empire One Telecommunications, Inc.
with and into EOT Acquisition Corporation (the "Merger"):
FIRST: That the name and state of incorporation of each constituent
corporation which is a party to the Merger is as follows:
<TABLE>
<S> <C>
Name State of Incorporation
---- ----------------------
Empire One Telecommunications, Inc. ("Merging Corporation") New York
EOT Acquisition Corporation ("Surviving Corporation") Delaware
</TABLE>
SECOND: That an agreement of merger (the "Merger Agreement") by and
among Merging Corporation, Surviving Corporation, Sonus Communication
Holdings, Inc. (the "Parent Corporation") and certain stockholders of the
Merging Corporation named in the Merger Agreement has been approved, adopted,
certified, executed and acknowledged by Parent Corporation and Surviving
Corporation in accordance with the requirements of subsection 252(c) of the
Delaware General Corporation Law (the "DGCL") and, pursuant to subsection
252(c) of the DGCL, by Merging Corporation in accordance with Section 904 of
the New York Business Corporation Law (the "NYBCL"). The stockholders of
Surviving Corporation have adopted the Merger Agreement pursuant to 251(c) of
the DGCL by unanimous written consent and, in accordance with Section 251(c)
of the DGCL, the stockholders of Merging Corporation have duly adopted the
Merger Agreement by the affirmative vote of the requisite number of
stockholders at a special meeting of stockholders duly called, noticed and
held at which a quorum of stockholders was at all times present and voting, as
required under Section 903 of the NYBCL. The approval of stockholders of
Parent Corporation was not required under subsection 252(c) of the DGCL.
THIRD: The name of the surviving corporation in the Merger is EOT
Acquisition Corporation (the "Surviving Corporation").
FOURTH: The certificate of incorporation of EOT Acquisition
Corporation shall be the certificate of incorporation of the Surviving
Corporation; provided, however, that that the certificate of incorporation of
EOT Acquisition Corporation shall be amended hereby to delete Article 1 in its
entirety and replace in lieu thereof the following:
1. NAME
The name of the corporation is Empire One Telecommunications,
Inc. (the "Corporation").
FIFTH: The executed Merger Agreement is on file at the principal
place of business of the Surviving Corporation, located at 1600 Wilson Blvd.,
Arlington, Virginia 22209.
SIXTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The total number of authorized shares of capital stock of
the Merging Corporation prior to the Merger was 1,000,000 shares of common
stock, par value $.0001 per share.
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IN WITNESS WHEREOF, Empire One Telecommunications, Inc., Sonus
Communication Holdings, Inc. and EOT Acquisition Corporation have caused this
Certificate of Merger to be duly executed in their corporate names as of this
29th day of March, 2000.
[SEAL] EMPIRE ONE TELECOMMUNICATIONS, INC.,
a New York corporation
Attest: By: /s/ John Friedman
----------------------- -----------------------------------
Secretary President
[SEAL] EOT ACQUISITION CORPORATION,
a Delaware corporation
Attest: By: /s/ W. Todd Coffin
----------------------- -----------------------------------
Secretary President
[SEAL] SONUS COMMUNICATION HOLDINGS, INC.
a Delaware corporation
Attest: By: /s/ W. Todd Coffin
----------------------- -----------------------------------
Secretary President
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