<PAGE>   1
                                  EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                       CAPITAL VIDEO COMMUNICATIONS, INC.


    The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and know, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

    FIRST:       The name of the corporation (hereinafter called the
"corporation") is

                 CAPITAL VIDEO COMMUNICATIONS, INC.

    SECOND:      The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent, and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.

    THIRD:       The purpose of the corporation 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 stock which the corporation
shall have authority to issue is Five Million (5,000,000).  The par value of
each of such shares is Ten Cents ($.10).  All such shares are of one class and
are shares of Common Stock.

    FIFTH:       The name and the mailing address of the incorporator are as
follows:

<TABLE>
<CAPTION>
                 Name                                       Mailing Address
                 ----                                       ---------------
             <S>                                   <C>
             R. G. Dickerson                       229 South State Street, Dover, Delaware
</TABLE>

    SIXTH:       The corporation is to have perpetual existence.

    SEVENTH:     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
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 of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as 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.

    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 of its
stockholders or any class thereof, as the case may be, it is further provided:
<PAGE>   2
    1.   The management of the business and the conduct of the affairs of the
         corporation shall be vested in its Board of Directors.  The number of
         directors which shall constitute the whole Board of Directors shall be
         fixed by, or in the manner provided in, the By-Laws.  The phrase
         "whole Board" and the phrase "total number of directors" shall be
         deemed to have the same meaning, to wit, the total number of directors
         which the corporation would have if there were no vacancies.  No
         election of directors need be by written ballot.

    2.   After the original or other By-Laws of the corporation have been
         adopted, amended, or repealed, as the case may be, in accordance with
         the provisions of Section 109 of the General Corporation Law of the
         State of Delaware, and, after the corporation has received any payment
         for any of its stock, the power to adopt, amend or repeal the By-Laws
         of the corporation may be exercised by the Board of Directors of the
         corporation provided, however, that any provision for the
         classification of directors of the corporation for staggered terms
         pursuant to the provisions of subsection (d) of Section 141 of the
         General Corporation Law of the State of Delaware shall be set forth in
         an initial By-Law or in a By-Law adopted by the stockholders entitled
         to vote of the corporation unless provisions for such classification
         shall be set forth in this certificate of incorporation.

    3.   Whenever the corporation shall be authorized to issue only one class
         of stock, each outstanding share shall entitle 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 which is
         denied voting power under the provisions of the certificate of
         incorporation shall entitle the holder thereof to the right to vote at
         any meeting of stockholders except as the provisions of paragraph (c)
         (2) of section 242 of the General Corporation Law of the State of
         Delaware shall otherwise require; provided, that no share of any such
         class which is otherwise denied voting power shall entitle the holder
         thereof to vote upon the increase or decrease in the number of
         authorized shares of said class.

    NINTH:  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 or other matters referred to in or covered by said
sections, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his 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 director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

    TENTH:  From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, 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 and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of       the corporation
by this certificate of incorporation are granted subject to the provisions of
this Article TENTH.

Signed on June 28, 1982.


                                        /s/ R. G. Dickerson
                                        -------------------
                                        R. G. Dickerson
                                          Incorporator





                                      -2-
<PAGE>   3
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       CAPITAL VIDEO COMMUNICATIONS, INC.


    It is hereby certified that:

    1.   The name of the corporation (hereinafter called the "Corporation") is
         CAPITAL VIDEO COMMUNICATIONS, INC.

    2.   The Certificate of Incorporation of the Corporation is hereby amended
         by striking out Article First thereof and by substituting in lieu of
         said Article the following new Article:

         "First:  The name of the corporation (hereinafter called the
         "corporation") is CAPITOL VIDEO COMMUNICATIONS, INC."

    3.   The amendment of the Certificate of Incorporation herein certified has
         been duly adopted in accordance with the provisions of Section 228 and
         242 of the General Corporation Law of the State of Delaware.  Written
         notice of the adoption of the amendment herein certified has been
         given to those stockholders who have not consented in writing thereto,
         as provided in Section 228 of the General Corporation Law of the State
         of Delaware.

         Signed and attested to on November 29, 1983.

                                        /s/ Douglas A. Weiss
                                        --------------------
                                        Douglas A. Weiss
                                           President

Attest:

/s/ Robert I. Bogin
-------------------
Robert I. Bogin
  Secretary
<PAGE>   4
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                        CERTIFICATE OF INCORPORATION OF
                       CAPITOL VIDEO COMMUNICATIONS, INC.


    Capitol Video Communications, 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:

    FIRST:    That the Board of Directors of the Corporation adopted a
resolution at a meeting of the Board of Directors in November 1988,  proposing
and declaring advisable amending and restating the first sentence of Article
FOURTH to increase the number of shares authorized so that Article FOURTH shall
be amended to read as follows:

    "FOURTH:  The total number of shares which the Corporation shall have the
    authority to issue is Six Million (6,000,000) with a par value of Ten Cents
    ($.10) each, amounting to Six Hundred Thousand Dollars ($600,000.00)."

    SECOND:  That said amendment to the Certificate of Incorporation has been
consented to and authorized by the holders of a majority of the issued and
outstanding stock entitled to vote at the Annual Meeting of the Shareholders
held on November 17, 1989, after waiving notice required for such vote.

    THIRD:  That said amendment to the Certificate of Incorporation of the
Corporation had been duly adopted in accordance with the applicable provisions
of Section 141, 228 and 242 of the General Corporation Law of the State of
Delaware.

    IN WITNESS WHEREOF, said Corporation has caused its corporate seal to be
affixed and this Certificate to be signed by the officers whose respective
names and offices appear below, this 20th day of February, 1990.

                                        CAPITOL VIDEO COMMUNICATIONS, INC.


                                        BY: /s/ Robert I. Bogin
                                            -------------------
                                            Robert I. Bogin
                                            Secretary / Executive Vice President

ATTEST:

BY:  /s/ Zee Jacobs
     --------------
     Zee Jacobs
     Assistant Secretary

    [Corporate Seal]
<PAGE>   5
                            CERTIFICATE OF AMENDMENT
                     TO THE CERTIFICATE OF INCORPORATION OF
                       CAPITOL VIDEO COMMUNICATIONS, INC.



    Capitol Video Communications, 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:

    FIRST:  That the Board of Directors of the Corporation ratified and adopted
a resolution at a meeting of the Board of Directors on December 3, 1991,
proposing and declaring advisable amending and restating Article FIRST to
change the name of the Corporation so that Article FIRST shall read as follows:

         "FIRST:  The name of the corporation (hereinafter called the
"corporation") is
         
                 CAPITOL MULTIMEDIA, INC."

    SECOND:  That the Board of Directors of the Corporation ratified and
adopted a resolution at a meeting of the Board of Directors on December 3,
1991, proposing and declaring advisable amending and restating Article FOURTH
(previously amended on February 20, 1990 to increase the number of authorized
shares) to increase the number of shares authorized and to provide for a
reverse stock split so that Article FOURTH shall read as follows:

         "FOURTH:  The total number of shares which the Corporation shall have
the authority to issue is Ten Million (10,000,000).  The Par Value of each such
shares in Ten Cents ($.10).  All such shares are of one class and are shares of
Common Stock.  The shares of Common Stock of the Corporation issued and
outstanding immediately prior to the time this amendment becomes effective,
shall be and are hereby automatically reclassified and changed (without further
act) into 2,160,000 fully paid and non-assessable shares of the Common Stock of
the Corporation without increasing or decreasing the amount of state capital or
paid-in surplus of the Corporation."

    THIRD:  That the Board of Directors of the Corporation ratified and adopted
a resolution at a meeting of the Board of Directors on December 3, 1991,
proposing and declaring advisable amending and restating Article EIGHTH to
limit the personal liability of directors to the fullest extent allowed by law
so that Article EIGHTH shall read as follows:

         "4.  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 (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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit."

    FOURTH:  That said amendments to the Certificate of Incorporation have been
consented to and authorized by the holders of a majority of the issued and
outstanding stock entitled to vote at the annual meetings of shareholders held
on November 17, 1989, and December 3, 1991.

    FIFTH:  That said amendments to the Certificate of Incorporation have been
duly adopted in accordance with the applicable provisions of Sections 141, 228
and 242 of the General Corporation Law of the State of Delaware.
<PAGE>   6
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed
and this Certificate to be signed by its President and attested by its
Secretary, whose respective names and offices appear below, this 31st day of
December, 1991.


                                        CAPITOL VIDEO COMMUNICATIONS, INC.

                                        By:   /s/ Robert I. Bogin
                                              -------------------
                                                  Robert I. Bogin,
                                                     President

ATTEST:

By:        /s/ Catherine  Hoopes
           ---------------------
              Catherine  Hoopes,
     Secretary and Chief Financial Officer



[Corporate Seal]





                                      -2-
<PAGE>   7
            CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
                                       OF
                            CAPITOL MULTIMEDIA, INC.


Capitol Multimedia, 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:

         FIRST:  That the Board of Directors of the Corporation adopted a
resolution at a meeting of the Board of Directors on June 5, 1996, proposing
and declaring advisable amending and restating Article FOURTH (previously
amended on December 31, 1991 to increase the number of authorized shares) to
increase the number of shares authorized so that Article FOURTH shall read as
follows:

         "FOURTH:  The total number of shares of stock which the Corporation
         shall have the authority to issue is Twenty Five Million (25,000,000).
         The  par value of each of such shares is Ten Cents ($.10).  All such
         shares are of one class and are shares of Common Stock.

         SECOND:  That said amendment to the Certificate of Incorporation has
been consented to and authorized by the holders of a majority of the issued and
outstanding stock entitled to vote at the Annual Meeting of Shareholders held
on August 22, 1996.

         THIRD:  That said amendment to the Certificate of Incorporation has
been duly adopted in accordance with the applicable provisions of Section 242
of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be affixed and this Certificate to be signed by its President and attested by
its Secretary, whose respective names and offices appear below, this 2nd day of
September, 1996.

                                        CAPITOL MULTIMEDIA, INC.



                                        BY:  /s/ Robert I. Bogin, President
                                             ------------------------------
                                             Robert I. Bogin, President
  


Attest:



BY:  /s/ Catherine K. Hoopes
     -----------------------
     Catherine K. Hoopes, Secretary