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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CMGI, INC.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, CMGI, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify:
FIRST: That the Board of Directors of the Corporation, at a meeting duly
held on March 8, 2000 pursuant to Section 242 of the General Corporation Law of
the State of Delaware, duly adopted resolutions proposing and declaring
advisable the following amendment to the Restated Certificate of Incorporation,
as amended, of the Corporation:
RESOLVED: That the Restated Certificate of Incorporation, as amended, of
the Corporation be amended by deleting the first paragraph of
Article FOURTH in its entirety and inserting the following in
lieu thereof:
"FOURTH. The total number of shares of capital stock which
the Corporation is authorized to issue is one billion four
hundred five million (1,405,000,000) shares, of which one billion
four hundred million (1,400,000,000) shares shall be common
stock, par value $.01 per share ("Common Stock"), and five
million (5,000,000) shares shall be preferred stock, par value
$.01 per share ("Preferred Stock")."
SECOND: That the stockholders of the Corporation, at the Special Meeting
of Stockholders held on May 5, 2000, duly approved said proposed Certificate of
Amendment of Restated Certificate of Incorporation in accordance with Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Executive Vice President, Chief Financial Officer
and Treasurer this 5th day of May, 2000.
CMGI, INC.
By: /s/ Andrew J. Hajducky, III
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Andrew J. Hajducky, III
Executive Vice President, Chief
Financial Officer and Treasurer
