<PAGE>   1
                                                                     EXHIBIT 3.1


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       HB COMMUNICATIONS ACQUISITION CORP.


         It is hereby certified that:

         1. The present name of the corporation (hereinafter called the
"corporation") is HB Communications Acquisition Corp., which is the name under
which the corporation was originally incorporated; and the date of filing the
original certificate of incorporation of the corporation with the Secretary of
State of the State of Delaware January 13, 1993.

         2. The certificate of incorporation of the corporation is hereby
amended (a) by striking out Articles FIFTH and EIGHTH, (b) by correcting the
word "tho" in the first sentence of paragraph C of Article SIXTH to read "the",
(c) by substituting in lieu of paragraph B of Article EIGHTH new Article
SEVENTH, and (d) by redesignating Articles SIXTH, SEVENTH and NINTH as Articles
FIFTH, SIXTH and EIGHTH, respectively, all as set forth in the Restated
Certificate of Incorporation hereinafter provided for.

         3. The provisions of the certificate of incorporation of the
corporation as herein amended are hereby restated and integrated into the single
instrument which is hereinafter set forth, and which is entitled Restated
Certificate of Incorporation of HB Communications Acquisition Corp., without any
further amendments other than the amendments herein certified and without any
other discrepancy between the provisions of the certificate of incorporation as
heretofore filed and the provisions of the said single instrument hereinafter
set forth.


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       HB COMMUNICATIONS ACQUISITION CORP.

         FIRST: The name of the Corporation is HB Communications Acquisition
Corp.

         SECOND: The address of the Corporation's registered office in the State
of Delaware is 32 Loockerman Square, Suite L-100, Dover, Kent County, Delaware
19901. The name of the Corporation's registered agent at such address is The
Prentice-Hall Corporation System, Inc.



<PAGE>   2


         THIRD: The purpose of the Corporation shall be to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "GCL").

         FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 51,000,000 of which
50,000,000 shares shall be Common Stock of the par value of $0.001 per share and
1,000,000 shares shall be Preferred Stock of the par value of $0.001 per share.

         A. Preferred Stock. The Board of Directors is expressly authorized to
provide for the issue of all or any shares of the Preferred Stock, in one or
more series, and to fix for each such series such voting powers, full or
limited, and such designations, preferences and relative, participating,
optional or other special 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 issue of such
series (a "Preferred Stock Designation") and as may be permitted by the GCL. The
number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), voting together as
a single class, without a separate vote of the holders of the Preferred Stock,
or any series thereof, unless a vote of any such holders is required pursuant to
any Preferred Stock Designation.

         B. Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of Common Stock shall
have one vote.

         FIFTH: The following provisions (A) through (E) shall apply during the
period commencing upon the filing of this Certificate of Incorporation and
terminating upon the consummation of any "Business Combination," and may not be
amended prior to the consummation of any Business Combination. A "Business
Combination" shall mean the acquisition by the Corporation, whether by merger,
exchange of capital stock, asset or stock acquisition or other similar type of
transaction, of any business ("Target Business") in the communications industry.

         A. Prior to the consummation of any Business Combination, the
Corporation shall submit such Business Combination to its stockholders for
approval regardless of whether the Business Combination is of a type which
normally would require such stockholder approval under the GCL. In the event
that the holders of a majority of the outstanding Voting Stock vote for the
approval of the Business Combination, the Corporation shall be authorized to
consummate the Business Combination. Notwithstanding the foregoing, in the event
that the holders of 20% or more of the Voting Stock (excluding, for this
purpose, those persons ("Insiders") who were stockholders prior to the
consummation of the Corporation's initial public offering of its securities
("IPO")) vote against the Business Combination, the Corporation shall not be
authorized to consummate such Business Combination.

                                        2

<PAGE>   3




         B. In the event that a Business Combination is approved in accordance
with the above paragraph A and is consummated by the Corporation, any
stockholder of the Corporation other than an Insider (a "Public Stockholder")
who voted against the Business Combination may demand that the Corporation
redeem his shares. If so demanded, the Corporation shall redeem such shares at a
per share redemption price equal to the quotient determined by dividing (i) the
amount in the Trust Fund, as defined below, as of the record date for
determination of stockholders entitled to vote on the Business Combination, by
(ii) the number of shares held by the Public Stockholders. "Trust Fund" shall
mean the trust account established by the Corporation at the consummation of its
IPO and into which certain amounts of the net proceeds of the IPO are deposited.

         C. In the event that the Corporation does not consummate a Business
Combination by the later of (i) 18 months after the consummation of the
Corporation's IPO or (ii) 24 months after the consummation of the IPO in the
event that an agreement for a Business Combination was submitted to the
stockholders for approval but was not consummated within such 18 month period
(such later date being referred to as the "Termination Date"), the officers of
the Corporation shall take all such action necessary to dissolve and liquidate
the Corporation within sixty days of the Termination Date. In the event that the
Corporation is so dissolved and liquidated, only the Public Stockholders shall
be entitled to receive liquidating distributions and the Corporation shall pay
no liquidating distributions to any Insider.

         D. A Public Stockholder shall be entitled to receive distributions from
the Trust Fund only in the event of a liquidation of the Corporation or in the
event he demands redemption of his shares in accordance with paragraph B, above.
In no other circumstances shall any Public Stockholder have any other right or
interest of any kind in or to the Trust Fund.

         E. Directors shall be divided into two classes, as nearly equal in
number as possible. At each annual meeting of stockholders, directors elected to
succeed those directors whose terms expire shall be elected for a term of office
to expire at the second succeeding annual meeting of stockholders after their
election. Except as the GCL may otherwise require, in the interim between annual
meetings of stockholders or of special meetings of stockholders called for the
election of directors and/or for the removal of one or more directors and for
the filling of any vacancy in that connection, newly created directorships and
any vacancies in the Board of Directors, including unfilled vacancies resulting
from the removal of directors for cause, may be filled by the vote of a majority
of the remaining directors then in office, although less than a quorum, or by
the sole remaining director. All directors shall hold office until the
expiration of their respective terms of office and until their successors shall
have been elected and qualified.

         SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:



                                        3

<PAGE>   4



         A. Election of directors need not be by ballot unless the by-laws of
the Corporation so provide.

         B. The Board of Directors shall have the power, without the assent or
vote of the stockholders, to make, alter, amend, change, add to or to repeal the
by-laws of the Corporation as provided in the by-laws of the Corporation.

         C. The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interests, or for any other reason.

         D. In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this Certificate of Incorporation, and to any by-laws from time to
time made by the stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.

         SEVENTH: 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
directors' 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 GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of this Article by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation with respect to events occurring
prior to the time of such repeal or modification.

         EIGHTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8


                                        4

<PAGE>   5



of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

         4. The Corporation has not received any payment for any of its stock.

         5. The amendments and the restatement of the restated certificate of
incorporation herein certified have been duly adopted by the sole director who
has been elected and qualified in the manner and by the vote prescribed by
Section 241 and Section 245 of the General Corporation Law of the State of
Delaware.

Signed on February 23, 1993



                                                   /s/ Rhodric C. Hackman
                                              ---------------------------------
                                                 Rhodric C. Hackman, President


Attest:


       /s/ John F. Baring
--------------------------------
   John F. Baring, Secretary



                                        5

<PAGE>   6



                                  AMENDMENT OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       HB COMMUNICATIONS ACQUISITION CORP.

         Pursuant to the General Corporation Law of the State Of Delaware
("GCL"), it is hereby certified that:

         1. The present name of the corporation (hereinafter called the
"corporation") is HB Communications Acquisition Corp., which is the name under
which the corporation was originally incorporated. The date of filing the
original certificate of incorporation of the corporation with the Secretary of
State of the State of Delaware is January 13, 1993. The date of filing of the
restated certificate of incorporation of the corporation with the Secretary of
State of the State of Delaware is February 24, 1993.

         2. The restated certificate of incorporation of the corporation is
hereby amended by adding as Article NINTH the following:

            "NINTH: In the event (i) the acquisition (the "Acquisition") by the
            Corporation of certain assets of The Microband Companies
            Incorporated ("Microband") and certain affiliated companies (the
            "Microband Companies"), comprising the wireless cable television
            system operated by Microband Wireless Cable of New York, Inc. is
            approved by the stockholders of the Corporation and (ii) the
            Acquisition is approved by the U.S. Bankruptcy Court for the
            Southern District of New York, then, in such event, the Corporation
            must consummate the Acquisition on the terms and conditions set
            forth in the Amended and Restated Asset Purchase Agreement, between
            the Corporation and the Microband Companies (the "Asset Purchase
            Agreement"), unless a condition set forth in the Asset Purchase
            Agreement to the Corporation's obligation to consummate the
            Acquisition shall not have been satisfied."

         3. Except as otherwise amended hereby, the provisions of the restated
certificate of incorporation of the corporation are in full force and effect.


<PAGE>   7




         4. The amendments of the restated certificate of incorporation herein
certified have been duly adopted by the directors and stockholders of the
corporation by the vote prescribed by Section 242 of the GCL and shall become
effective on the date of the filing of this certificate.


Signed on December 21, 1994.


                                                     /s/ Rhodric C. Hackman
                                                  ------------------------------
                                                  Rhodric C. Hackman, President


Attest:


     /s/ John F. Baring
------------------------------
  John F. Baring, Secretary


<PAGE>   8



                                  AMENDMENT OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       HB COMMUNICATIONS ACQUISITION CORP.


         Pursuant to the General Corporation Law of the State of Delaware
("GCL"), it is hereby certified that:

         1. The present name of the corporation (hereinafter called the
"corporation") is HB Communications Acquisition Corp., which is the name under
which the corporation was incorporated. The date of filing the original
certificate of incorporation of the corporation with the Secretary of State of
the State of Delaware is January 13, 1993. The date of filing of the restated
certificate of incorporation of the corporation with the Secretary of State of
the State of Delaware is February 24, 1993.

         2. The restated certificate of incorporation of the corporation is
hereby amended by deleting Article FIRST and in its stead substituting the
following:

            "FIRST: The name of the corporation is Source Media, Inc.

         3. The restated certificate of incorporation of the corporation is
hereby amended by deleting Article NINTH.

         4. Except as otherwise amended hereby, the provisions of the restated
certificate of incorporation, as amended, of the corporation are in full force
and effect.

         5. The amendments of the restated certificate of incorporation herein
certified have been duly adopted by the directors and stockholders of the
corporation by the vote prescribed by Section 242 of the GCL and shall become
effective on the date of the filing of this certificate.


Signed on June 21, 1995.


                                                    /s/ Rhodric C. Hackman
                                                --------------------------------
                                                 Rhodric C. Hackman, President


ATTEST:


      /s/ John F. Baring
---------------------------------
   John F. Baring, Secretary


<PAGE>   9



                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                               SOURCE MEDIA, INC.


         SOURCE MEDIA, INC., a corporation organized and existing under the laws
of the State of Delaware (herein called the "Corporation"), hereby certifies as
follows:

         1. The name of the Corporation is Source Media, Inc. The Corporation
was originally incorporated under the name "HB Communications Acquisition
Corp.", and the original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of Delaware on January 13, 1993.

         2. The Board of Directors of the Corporation, at a meeting duly called
and held on August 24, 1995, adopted a resolution proposing and declaring
advisable the amendment to the Restated Certificate of Incorporation, as amended
(as previously amended and restated, the "Certificate of Incorporation") of the
Corporation set forth below, and calling for the submission of said amendment to
the stockholders of the Corporation for their consideration.

         3. This Certificate of Amendment has been duly adopted in accordance
with the requirements of Section 242 of the General Corporation Law of the State
of Delaware. The stockholders of the Corporation have duly adopted this
Certificate of Amendment pursuant to written consents given in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware, and written notice of the taking of such corporate action without a
meeting by less than unanimous written consent has been or will be given to
stockholders who did not consent in writing to the action in accordance with the
provisions of that Section.

         4. Upon this Certificate of Amendment becoming effective pursuant to
the General Corporation Law of the State of Delaware (the "Effective Time"), a
new provision (c) shall be added to Article "FOURTH" of the Restated Certificate
of Incorporation of the Corporation, as amended, such new paragraph (c) to read
in its entirety as follows:

            "C. Reverse Split.

                (i) Each outstanding share of Common Stock, par value $.001 per
            share ("Common Stock"), of the Corporation outstanding prior to the
            Effective Time ("Pre-Split Share") shall be automatically
            reclassified as and changed and converted into .5 of a share of
            Common Stock ("Post-Split Share"), without any action by the holder
            thereof.


<PAGE>   10



                (ii) No fractional Post-Split Shares shall be issued as a result
            of the reclassification of Common Stock, but each stockholder whose
            Pre-Split Shares are reclassified and who would otherwise be
            entitled to receive a fractional Post-Split Share by reason of such
            reclassification shall be entitled to receive from the Corporation,
            in lieu of such fractional share, a cash payment in an amount equal
            to the average of the closing high bid and low asked quotations for
            the Common Stock, on October 10, 1995 as reported on the OTC
            Bulletin Board, multiplied by such fraction.

                (iii) Each certificate that represents Pre-Split Shares shall
            thereafter be deemed to represent that number of whole Post-Split
            Shares determined by multiplying the number of Pre-Split Shares
            previously represented by such certificate by .5. Each person who is
            a holder of record of outstanding Pre-Split Shares at the Effective
            Time shall thereafter be entitled to receive from the Corporation a
            certificate or certificates representing the number of whole
            Post-Split Shares into which such Pre-Split Shares are reclassified
            and a check in payment of the value of any fraction of a share, upon
            the surrender by such holder to the Corporation of the certificate
            or certificates that represented such Pre-Split Shares."

         5. This Certificate of Amendment shall become effective at 12:01 a.m.,
October 10, 1995.

         THE UNDERSIGNED, being the Chairman of the Board and President of the
Corporation, does make this certificate, hereby declaring and certifying, under
penalties of perjury, that this is the act and deed of the Corporation, duly
adopted by its stockholders pursuant to Section 242 of the General Corporation
Law, and the facts stated herein are true, and accordingly have hereunto set my
hand this 19th day of September, 1995.

                                          SOURCE MEDIA, INC.


                                          By: /s/ Timothy P. Peters
                                              ----------------------------------
                                              Timothy P. Peters, Chairman
                                                 of the Board and President

Attest:


  /s/ Michael G. Pate
-------------------------------
Michael G. Pate
Treasurer

                                       -2-

<PAGE>   11







                                  AMENDMENT TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               SOURCE MEDIA, INC.

         Pursuant to the General Corporation Law of the State of Delaware
("GCL"), it is hereby certified that:

            1. The name under which the Corporation was originally incorporated
was "HB Communications Acquisition Corp." and the date of filing the Restated
Certificate of Incorporation was February 23, 1993. As set forth in the Minutes
of the annual Meeting of the Stockholders on June 23, 1995, the stockholders
holding a majority of the outstanding shares voted to approve changing the
Corporation's name to "Source Media, Inc."

            2. As approved by the stockholders holding a majority of the
outstanding shares of the Corporation, the Restated Certificate of Incorporation
of the Corporation is hereby amended as follows:

               (a) The first paragraph of Article FOURTH is hereby amended to
read in its entirety as follows:

         "FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 51,712,001 of which
50,000,000 shares shall be Common Stock of the par value of $0.001 per share and
1,712,001 shares shall be Preferred Stock of the par value of $0.001 per share."

               (b) Part B of Article FOURTH is hereby amended to read in its
entirety as follows:

            "B. Common Stock. The rights, preferences, privileges and
            restrictions granted to and imposed upon the Common Stock are as
            follows:

                  (i) Designation. 50,000,000 shares of the Common Stock shall
be designated "Common Stock" and 5,046,786 shares of the Common Stock shall be
designated "Non-Voting Stock". Each share of Common Stock and Non-Voting Stock
shall be identical in all respects, except as otherwise provided herein.



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<PAGE>   12



                  (ii) Voting Rights.

                      (A) Common Stock. Except as otherwise required by law or
as otherwise provided in any Preferred Stock Designation, the holders of the
Common Stock shall exclusively possess all voting power and each share of Common
Stock shall have one vote.

                      (B) Non-Voting Stock. Except as otherwise required by law,
each outstanding share of Non-Voting Stock shall not be entitled to vote on any
matter on which the stockholders of the Corporation shall be entitled to vote
and shares of Non-Voting Stock shall not be included in determining the number
of shares voting or entitled to vote on any such matter; provided that,
notwithstanding the foregoing, holders of shares of Non-Voting Stock shall be
entitled to vote as a separate class on any amendment to this subparagraph
(ii)(B) and on any amendment, repeal or modification of any provision of this
Restated Certificate of Incorporation that adversely affects the powers,
preferences or special rights of holders of Non-Voting Stock, including without
limitation, subject to subparagraph (C) below, any change that adversely affects
the powers, preferences or special rights of the Common Stock.

                      (C) Class Voting. On any matter on which the holders of
shares of Common Stock and the holders of shares of Non-Voting Stock are
entitled to vote, except as otherwise required by law, the Common Stock and the
Non-Voting Stock shall vote together as a single class.

                  (iii) Dividends. The Board of Directors of the Corporation may
cause dividends to be paid to holders of its shares out of funds legally
available for the payment of dividends. Except as otherwise provided in any
Preferred Stock Designation, any dividend or distribution on the Common Stock or
the Non-Voting Stock shall be payable on shares of Common Stock and Non- Voting
Stock share and share alike to the exclusion of the holders of shares of
Preferred Stock of any and all series; provided that in the case such dividends
are payable in shares of the Corporation, or options, warrants or rights to
acquire shares of the Corporation or securities convertible into or exchangeable
for shares of the Corporation, the shares, options, warrants, rights or
securities so payable shall be payable in shares of, or options, warrants or
rights to acquire or securities convertible into or exchangeable for shares of
the same class (i.e., Common Stock or Non-Voting Stock) upon which the dividend
or distribution is being paid.

                  (iv) Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or involuntary, after payment or provision for payment of the debts and other
liabilities of the Corporation, and subject to the liquidation preference of any
series of shares of Preferred Stock pursuant to a Preferred Stock Designation,
the remaining assets and funds of the Corporation, if any, shall be divided
among and paid ratably to the holders of Common Stock and the holders of
Non-Voting Stock share and share alike to the exclusion of the holders of shares
of Preferred Stock of any and all series. For the purposes of this subparagraph
(iv), neither the sale, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all of the
property or assets of the

                                        2

<PAGE>   13



Corporation nor the consolidation or merger of the Corporation with or into one
or more entities shall be deemed to be a liquidation, dissolution or winding up
of the affairs of the Corporation.

                  (v) Conversion.

                      (A) No Conversion of Shares of Common Stock. Holders of
Common Stock may not convert any of their shares of Common Stock into shares of
Non-Voting Stock.

                      (B) Conversion of Non-Voting Stock. Subject to the
provisions of this subparagraph (v), in the event of the transfer of shares of
Non-Voting Stock to any person or entity, said shares shall be deemed
automatically to convert, effective as of the date of transfer thereof, into the
same number of shares of Common Stock. Subject to the provisions of this
subparagraph (v), each holder of Non-Voting Stock shall be entitled to convert,
at any time and from time to time, any or all of the shares of Non-Voting Stock
held by such stockholder into the same number of shares of Common Stock;
provided, however, that no holder of shares of Non-Voting Stock shall be
entitled to convert any such shares to the extent that, as a result of such
conversion, such holder, directly or indirectly, would own, control or have the
power to vote a greater number of shares of Common Stock or other securities of
any kind issued by the Corporation than such holder shall be permitted to own,
control or have power to vote under any law, regulation, rule or other
requirement of any governmental authority at the time applicable either to such
holder or to the Corporation.

                      (C) Conversion Procedure.

                          (1) Each conversion of shares of Non-Voting Stock into
shares of Common Stock shall be effected by the surrender of the certificate or
certificates representing the shares to be converted (hereinafter called the
"Converting Shares") at the principal office of the Corporation (or such other
office or agency of the Corporation as the Corporation may designate by written
notice to the holders of Non-Voting Stock) at any time during its usual business
hours, together with written notice by the holder of such Converting Shares,
stating that such holder desires to convert the Converting Shares, or a stated
number of the shares represented by such certificate or certificates, into an
equal number of shares of Common Stock (hereinafter called the "Converted
Shares"). Such notice shall also state the name or names (with addresses) and
denominations in which the certificate or certificates for Converted Shares are
to be issued and shall include instructions for the delivery thereof. Promptly
after such surrender and the receipt of such written notice, the Corporation
will issue and deliver in accordance with the surrendering holder's instructions
the certificate or certificates evidencing the Converted Shares issuable upon
such conversion, and the Corporation will deliver to the converting holder a
certificate (which shall contain such legends as were set forth on the
surrendered certificate or certificates) representing any shares which were
represented by the certificate or certificates that were delivered to the
Corporation in connection with such conversion, but which were not converted;
provided, however, that the Corporation shall issue shares to persons or
entities other than those indicated on the certificate or certificates
representing the Converting Shares only in compliance with the Securities Act of
1933, as amended, and any other applicable state or federal securities law. Such
conversion, to the extent

                                        3

<PAGE>   14



permitted by law, shall be deemed to have been effected as of the close of
business on the date on which such certificate or certificates shall have been
surrendered and such notice shall have been received by the Corporation, and at
such time the rights of the holder of the Converting Shares as such holder shall
cease and the person or persons in whose name or names the certificate or
certificates for the Converted Shares are to be issued upon such conversion
shall be deemed to have become the holder or holders of record of the Converted
Shares.

                          (2) In the event of the automatic conversion of shares
of Non-Voting Stock into shares of Common Stock, the holders of such shares
shall surrender the certificate or certificates representing the Converting
Shares in accordance with, and the parties to the transfer and the Corporation
shall otherwise comply with, the procedures set forth in subparagraph (C)(1)
hereof; provided, however, that, notwithstanding that any certificate for
Converting Shares shall not have been surrendered for cancellation, all such
Converting Shares shall no longer be deemed outstanding on and after the
effective date of conversion as set forth in subparagraph (v)(B) and all rights
with respect to such Converting Shares shall forthwith on the effective date of
such transfer cease and terminate, except only the right of the holder or
holders thereof to receive the same number of shares of Converted Shares on the
conversion thereof.

                          (3) Upon the issuance of shares in accordance with
this subparagraph (v), such shares shall be deemed to be duly authorized,
validly issued, fully paid and non-assessable.

                      (D) Stock Splits; Adjustments. If the Corporation shall in
any manner subdivide (by stock split, stock dividend or otherwise) or combine
(by reverse stock split or otherwise) the outstanding shares of the Common Stock
or Non-Voting Stock, the outstanding shares of the other class of shares shall
be subdivided or combined, as the case may be, to the same extent, share and
share alike, and effective provision shall be made for the protection of the
conversion rights hereunder.

                      (E) Reservation of Shares. The Corporation shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock or its treasury shares, solely for the purpose of issuance upon the
conversion of shares of Non-Voting Stock, such number of shares of Common Stock
as are then issuable upon the conversion of all outstanding shares of Non-Voting
Stock.

                      (F) No Charge. The issuance of certificates for shares of
Common Stock upon conversion of shares of Non-Voting Stock shall be made without
charge to the holders of such Non-Voting Stock for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
conversion and the related issuance of shares of Common Stock; provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Non-Voting Stock
converted and no such issuance and delivery shall be made unless and until the
person requesting such issuance has paid to the Corporation the amount of any
such tax or has established to the satisfaction of the Corporation that such tax
has been paid.

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<PAGE>   15



            3. Except as otherwise amended hereby, the provisions of the
Restated Certificate of Incorporation of the Corporation, as amended, are in
full force and effect.

            4. The amendment of the Restated Certificate of Incorporation herein
certified has been duly adopted by the directors and stockholders of the
Corporation by the vote prescribed by Section 242 of the GCL and shall become
effective on the date of the filing of this certificate.

Signed on November 17, 1999

                                           /s/ Stephen W. Palley
                                           -------------------------------------
                                           Stephen W. Palley
                                           President and Chief Executive Officer


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