<PAGE>   1

                                                                     EXHIBIT 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                  LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.

     LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:

     FIRST: The name of the Corporation is LUMENON INNOVATIVE LIGHTWAVE
TECHNOLOGY, INC.

     SECOND: The name under which the Corporation was originally incorporated
was WWV Development, Inc., and the date of the filing of its original
Certificate of Incorporation with the Secretary of State was February 12, 1996.

     THIRD: The Certificate of Incorporation of the Corporation is hereby
amended by this Amended and Restated Certificate of Incorporation as follows:

     1.  Article FOURTH, referring to the Corporation's capital, is amended to
     increase the authorized capital of the Corporation;

     2.  Former Article FIFTH, referring to the Corporation's incorporator, is
     deleted in its entirety;

     3.  A new Article FIFTH, relating to indemnification of the Corporation's
     directors, officers, employees and agents, making mandatory such
     indemnification to the fullest extent permitted by the General Corporation
     Law of the State of Delaware (the "DGCL"), is added;

     4.  Article SIXTH (former Article SEVENTH), providing for exculpation of
     the Corporation's directors, is amended to incorporate without further act
     subsequent changes in the DGCL's exculpatory provisions and to provide that
     the subsequent repeal of the Article shall not affect rights accruing prior
     to such repeal;

     5.  A new Article SEVENTH, providing for classification of the Board of
     Directors, is added;

     6.  A new Article EIGHTH, making certain provisions for the management of
     the Corporation, is added;

     7.  A new Article NINTH, incorporating the provisions of DGCL Section
     102(b)(2), is added; and

     8.  A new Article TENTH, reserving the right to subsequently amend, change
     or repeal any provision of the Amended and Restated Certificate of
     Incorporation, is added.


<PAGE>   2


     FOURTH: The provisions of the Certificate of Incorporation of the
Corporation as herein amended are hereby restated and integrated into a single
instrument, which is hereinafter set forth, and which is entitled Amended and
Restated Certificate of Incorporation of Lumenon Innovative Lightwave
Technology, Inc., without any further amendment other than the amendments herein
certified and without any discrepancy between the provisions of the Certificate
of Incorporation and the provisions of such single instrument hereinafter set
forth.

     FIFTH: The Amended and Restated Certificate of Incorporation herein
certified has been duly adopted by the Board of Directors of the Corporation and
has been duly approved by the stockholders of the Corporation in accordance with
Sections 228, 242 and 245 of the DGCL. Prompt written notice of the adoption of
the Restated and Amended Certificate of Incorporation herein certified shall be
given to those stockholders of the Corporation who have not consented in writing
thereto, as provided in Section 228(d) of the DGCL.

     SIXTH: The effective time of the Amended and Restated Certificate of
Incorporation shall be upon its filing with the Secretary of State of the State
of Delaware.

     SEVENTH: The text of the Corporation's Certificate of Incorporation as
heretofore and hereby amended is hereby restated to read as herein set forth in
its entirety:

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -2-


<PAGE>   3

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                  LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.

     FIRST: The name of the Corporation is Lumenon Innovative Lightwave
Technology, Inc.

     SECOND: The address, including street, number, city and country, of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, City of Wilmington, County of New Castle, State of Delaware 19801. The
name of the registered agent of the Corporation in the State of Delaware at such
address is The Corporation Trust Company.

     THIRD: The nature of the business and, the objects and purposes proposed to
be transacted, promoted and carried on, are to do any lawful act or thing for
which a corporation may be organized under the General Corporation Law of the
State of Delaware (the "DGCL").

     FOURTH: The aggregate number of shares of stock that the Corporation shall
be authorized to issue is 105,000,000, consisting of (i) 100,000,000 shares of
common stock, $.001 par value (the "Common Stock"), and (ii) 5,000,000 shares of
preferred stock, $.001 par value (the "Preferred Stock"). The Board of Directors
is expressly authorized to provide for the issuance 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, or no voting powers, 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 each such series and as may be permitted by the DGCL.
The number of authorized shares of Preferred Stock may be increased (but not
above the number of authorized shares of the class) or decreased (but not below
the number of shares thereof then outstanding). Without limiting the generality
of the foregoing, the resolutions providing for issuance of any series of
Preferred Stock may provide that such series shall be superior or rank equally
or junior to the Preferred Stock of any other series to the extent permitted by
law. No vote of the holders of the Preferred Stock or Common Stock shall be
required in connection with the designation or the issuance of any shares of any
series of any Preferred Stock authorized by and complying with the conditions
herein, the right to have such vote being expressly waived by all present and
future holders of the capital stock of the Corporation.

     FIFTH: The Corporation shall, to the fullest extent permitted by Section
145 of the DGCL, as the same may be amended and supplemented (or such other
provisions of the DGCL as may hereafter amend, modify or supersede such Section
145), 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 or 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 By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in their
official capacities and as to action in another capacity while holding such
offices, 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 person.


<PAGE>   4


     SIXTH: 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 that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, as it may hereafter be
amended from time to time, for any unlawful payment of dividend or unlawful
stock purchase or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit. If the DGCL 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 DGCL, as
so amended. Any repeal or modification of this Article SIXTH 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.

     SEVENTH:

          A. Subject to the rights, if any, of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
directors that the Corporation would have if there were no vacancies (the "Whole
Board").

          B. Directors shall be elected by a plurality of votes cast and,
commencing with the election of directors at the 1999 annual meeting of
stockholders of the Corporation, shall be divided into three classes, with
respect to the time that they severally hold office, as nearly equal in number
as possible, with the initial term of office of the first class of directors to
expire at the 2001 annual meeting of stockholders of the Corporation and until
their respective successors are elected and qualify (the "Class I Directors"),
the initial term of office of the second class of directors to expire at the
2002 annual meeting of the stockholders of the Corporation and until their
respective successors are elected and qualify (the "Class II Directors") and the
initial term of office of the third class of directors to expire at the 2003
annual meeting of stockholders of the Corporation and until their respective
successors are elected and qualify (the "Class III Directors"). Commencing with
the 2001 annual meeting of stockholders of the Corporation, directors elected to
succeed those directors whose terms have thereupon expired shall be elected for
a term of office to expire at the third succeeding annual meeting of
stockholders of the Corporation after their election and until their respective
successors are elected and qualify.

          C. (1) If the number of directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain or attain, if possible,
the equality of the number of directors in each class, but in no case shall a
decrease in the number of directors shorten the term of any incumbent director.
If such equality is not possible, the increase or decrease shall be apportioned
among the classes in such a way that the difference in the number of directors
is any two classes shall not exceed one.

             (2) Subject to the rights of the holders of any series of Preferred
Stock, newly created directorships resulting from any increase in the authorized
number of directors or any vacancies on the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or other
cause (other than a vacancy resulting from removal by the stockholders,

                                      -2-

<PAGE>   5


in which case such vacancy shall be filled by the stockholders) shall be filled
only by a majority vote of the directors then in office, though less than a
quorum, and a director so chosen shall hold office for the unexpired portion of
the term of the class in which such Director was chosen to serve and until his
successor is elected and qualifies. No decrease in the numbers of authorized
directors constituting the Whole Board shall shorten the term of any incumbent
director.

          D. The affirmative vote of the holders of 80% 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, shall be required to amend or repeal, or to
adopt any provision inconsistent with Article SEVENTH Sections (B) and (C),
unless approved by at least two-thirds (2/3rds) of the Whole Board. In the event
that at least two-thirds (2/3rds) of the Whole Board approve any such provision,
then the affirmative vote of the holders of outstanding stock representing at
least a majority of the voting power of all of the then outstanding shares of
Voting Stock, voting together as a single class, shall be required to amend or
repeal, or to adopt any provision inconsistent with Article SEVENTH Section (B)
or (C).

          E. Subject to the rights of the holders of Preferred Stock, and unless
this Certificate of Incorporation otherwise provides, where the Board of
Directors is classified as provided in Section 141(d) of the DGCL, any director
or the entire Board of Directors may be removed by stockholders only for cause,
and the affirmative vote of at least a majority of the voting power of all the
then outstanding shares of Voting Stock, voting together as a single class,
shall be required to effect such removal.

     EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and its stockholders or
any class thereof, as the case may be, it is further provided:

          A. The management of the business and the conduct of the affairs of
the Corporation, including the election of the Chairman of the Board of
Directors, if any, the President, the Treasurer, the Secretary, and other
principal officers of the Corporation, shall be vested in its Board of
Directors. The number of directors that shall constitute the Whole Board shall
be fixed by, or in the manner provided in, the By-Laws. No election of directors
need be by written ballot.

          B. The power to make, alter, or repeal the By-Laws, and to adopt any
new By-Law, except a By-Law classifying directors for election for staggered
terms, shall be vested in the Board of Directors.

          C. Whenever the Corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitled the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever the
Corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock that is denied voting power under the
provisions of the Certificate of Incorporation shall entitle the holder thereof
to notice of, and the right to vote at, any meeting of stockholders, except as
the provisions of paragraph (b)(2) of Section 242 of the DGCL, as the same may
be amended and supplemented, shall otherwise require.

     NINTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of


                                      -3-

<PAGE>   6


them, any court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of the Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed
for the Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution under Section 279
of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or the stockholders or class of stockholders of the 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 of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation, as the case may be, 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
the Corporation, as the case may be, and also on the Corporation.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, subject to the
limitations set forth in this Amended and Restated Certificate of Incorporation
and in the manner now or hereafter provided herein by statute, and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Amended and
Restated Certificate of Incorporation in its present form or as amended are
granted subject to the rights reserved in this Article TENTH.

     IN WITNESS WHEREOF, the undersigned has duly executed this Amended and
Restated Certificate of Incorporation on this 1st day of November, 1999.

                                   /s/ Vincent Belanger
                                   ---------------------------------------------
                                   Name:  Vincent Belanger
                                   Title:  Treasurer and Chief Financial Officer


                                      -4-
<PAGE>   7

                            CERTIFICATE OF CORRECTION

                                     TO THE

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                  LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.

                            -------------------------

     LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify:

     1.  The name of the Corporation is LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY,
INC.

     2.  The name under which the Corporation was originally incorporated was
WWV Development, Inc. and the date of the filing of its original Certificate of
Incorporation with the Secretary of State was February 12, 1996.

     3.  The Amended and Restated Certificate of Incorporation of the
Corporation filed with the Secretary of State of Delaware on November 1, 1999
(the "Certificate") contains an inaccurate record of the corporate action taken
therein, and the Certificate requires correction as permitted by Section 103(f)
of the General Corporation Law of the State of Delaware.

     4.  The inaccuracy in the Certificate is as follows:

          Subsection B of Article SEVENTH of the Certificate incorrectly set
forth terms as they applied to Class I, Class II and Class III directors.

     5.  Subsection B of Article SEVENTH of the Certificate is corrected and
restated to read as follows:

          "B. Directors shall be elected by a plurality of votes cast and,
     commencing with the election of directors at the 1999 annual meeting of
     stockholders of the Corporation, shall be divided into three classes, with
     respect to the time that they severally hold office, as nearly equal in
     number as possible, with the initial term of office of the first class of
     directors to expire at the 2000 annual meeting of stockholders of the
     Corporation and until their respective successors are elected and qualify
     (the "Class I Directors"), the initial term of office of the second class
     of directors to expire at the 2001 annual meeting of stockholders of the
     Corporation and until their respective successors are elected and qualify
     (the "Class II Directors") and the initial term of office of the third

<PAGE>   8


     class of directors to expire at the 2002 annual meeting of stockholders of
     the Corporation and until their respective successors are elected and
     qualify (the "Class III Directors"). Commencing with the 2000 annual
     meeting of stockholders of the Corporation, directors elected to succeed
     those directors whose terms have thereupon expired shall be elected for a
     term of office to expire at the third succeeding annual meeting of
     stockholders of the Corporation after their election and until their
     respective successors are elected and qualify."

     LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC. has caused this Certificate
of Correction of Amended and Restated Certificate of Incorporation to be signed
by Vincent Belanger, its Treasurer and Chief Financial Officer, this 3rd day of
November, 1999.

                                     By: /s/ Vincent Belanger
                                         ---------------------------------------
                                         Vincent Belanger
                                         Treasurer & Chief Financial Officer


                                      -2-