Exhibit
3.1
CERTIFICATE
OF DESIGNATION
OF
SERIES
B
JUNIOR PREFERRED STOCK
OF
CHARTER
COMMUNICATIONS, INC .
(Pursuant
to Section 151 of the General Corporation Law of the State of
Delaware)
Charter
Communications, Inc. (hereinafter called the "Company"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), does
hereby certify:
1.
The
name of the Company is Charter Communications, Inc.
2.
The
restated certificate of incorporation, as amended (the "Certificate of
Incorporation") of the Company authorizes the
issuance of 250,000,000 shares of Preferred Stock, $0.001 par value (the
"Preferred Stock"), and expressly vests in the Board of
Directors of the Company (the "Board") the authority provided
therein to provide for the issuance of said shares in series and by filing
a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations, or restrictions
thereof.
3.
The
Board, pursuant to the authority expressly vested in it as aforesaid, has
adopted the following resolutions creating a "Series B Junior" series of
Preferred Stock:
RESOLVED,
that a series of the class of authorized Preferred Stock of the Company be
and
hereby is created, and that the designation and amount thereof and the voting
powers, preferences and relative participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:
SERIES
B JUNIOR PREFERRED STOCK
Section
1. Designation
and Amount. The shares of such series will
be designated as Series B Junior Preferred Stock (the "Series B
Preferred") and the number of shares constituting the Series B
Preferred is 1,000,000. Such number of shares may be increased or
decreased by resolution of the Board; provided, however, that no decrease will
reduce the number of shares of Series B Preferred to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Company and
convertible into Series B Preferred. The Series B Preferred is to be
reserved solely for issuance pursuant to the Rights Agreement by and between
the
Company and Mellon Investor Services LLC, as rights agent, dated August 14,
2007.
Section
2. Dividends and Distributions.
(a) Subject
to the rights of the holders of any shares of any series of Preferred Stock
ranking prior to the Series B Preferred with respect to dividends, the holders
of shares of Series B Preferred, in preference to the holders of Class A Common
Stock, par value $0.001 per share and Class B Common Stock, par value $0.001
(collectively, the "Common Stock"), of the Company, and of any
other junior stock, will be entitled to receive, when, as and if declared by
the
Board out of funds legally available for the purpose, dividends payable in
cash
(except as otherwise provided below) on such dates as are from time to time
established for the payment of dividends on the Common Stock (each such date
being referred to herein as a "Dividend Payment Date"),
commencing on the first Dividend Payment Date after the first issuance of a
share or fraction of a share of Series B Preferred (the "First Dividend
Payment Date"), in an amount per share (rounded to the nearest cent)
equal to, subject to the provision for adjustment hereinafter set forth, one
thousand (1000) times the aggregate per share amount of all cash dividends,
and
one thousand (1000) times the aggregate per share amount (payable in kind)
of
all non-cash dividends, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding
Dividend Payment Date or, with respect to the First Dividend Payment Date,
since
the first issuance of any share or fraction of a share of Series B
Preferred. In the event that the Company at any time (i) declares a
dividend on the outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines
the outstanding shares of Common Stock into a smaller number of shares or (iv)
issues any shares of its capital stock in a reclassification of the outstanding
shares of Common Stock (including any such reclassification in connection with
a
consolidation or merger in which the Company is the continuing or surviving
corporation), then, in each such case and regardless of whether any shares
of
Series B Preferred are then issued or outstanding, the amount to which holders
of shares of Series B Preferred would otherwise be entitled immediately prior
to
such event will be correspondingly adjusted.
(b) The
Company will declare a dividend on the Series B Preferred as provided in
paragraph (a) of this Section 2 immediately after it declares a dividend on
the
Common Stock (other than a dividend payable in shares of Common
Stock). Each such dividend on the Series B Preferred will be payable
immediately prior to the time at which the related dividend on the Common Stock
is payable.
(c) Dividends
will accrue on outstanding shares of Series B Preferred from the Dividend
Payment Date next preceding the date of issue of such shares, unless (i) the
date of issue of such shares is prior to the record date for the First Dividend
Payment Date, in which case dividends on such shares will accrue from the date
of the first issuance of a share of Series B Preferred or (ii) the date of
issue
is a Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series B Preferred entitled to receive
a
dividend and before such Dividend Payment Date, in either of which events such
dividends will accrue from such Dividend Payment Date. Accrued but
unpaid dividends will cumulate from the applicable Dividend Payment Date but
will not bear interest. Dividends paid on the shares of Series B
Preferred in an amount less than the total amount of such dividends at the
time
accrued and payable on such shares will be allocated pro rata on a
share-by-share basis among all such shares
at
the
time outstanding. The Board may fix a record date for the
determination of holders of shares of Series B Preferred entitled to receive
payment of a dividend or distribution declared thereon, which record date will
be not more than 60 calendar days prior to the date fixed for the payment
thereof.
Section
3. Voting
Rights. The holders of shares of Series B Preferred will
have the following voting rights:
(a) Except
as specifically set forth in the DGCL or provided in the balance of this Section
3, the holders of shares of the Series B Preferred shall not be entitled to
any
voting rights with respect to any matters voted upon by
stockholders.
(b) So
long as any shares of the Series B Preferred are outstanding, the Company shall
not amend its Certificate of Incorporation or Bylaws, without the written
consent or the affirmative vote at a meeting called for that purpose of the
holders of a majority of the votes of the shares of Series B Preferred then
outstanding, voting separately as a class, which majority shall include the
affirmative vote of such shares of Series B Preferred held by the holder of
the
Company's Class B Common Stock, par value$ 0.001, so as to (i) amend, alter
or
repeal any of the provisions of any resolution or resolutions establishing
the
Series B Preferred so as to affect adversely the powers, preferences or special
rights of such Series B Preferred or (ii) authorize the issuance of, or
authorize any obligation or security convertible into or evidencing the right
to
purchase shares of, any additional class or series of Preferred Stock that
is
senior to the Series B Preferred. Without limiting any of the foregoing, the
Company shall have the right to issue any additional class or series of Junior
Stock (as defined below) or Parity Stock (as defined below) without any approval
of the shares of Series B Preferred then outstanding.
Section
4. Certain
Restrictions.
(a) Whenever
dividends or other dividends or distributions payable on the Series B Preferred
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series B Preferred
outstanding have been paid in full, the Company will not:
(i) Declare
or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) ("Junior Stock") to the shares of Series B
Preferred;
(ii) Declare
or pay dividends, or make any other distributions, on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution
or
winding up) ("Parity Stock") with the shares of Series B
Preferred, except dividends paid ratably on the shares of Series B Preferred
and
all such Parity Stock on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares are then
entitled;
(iii) Redeem,
purchase or otherwise acquire for consideration shares of any Junior Stock;
provided, however, that the Company may at any time redeem, purchase or
otherwise acquire shares of any such Junior Stock in exchange for shares of
any
other Junior Stock of the Company; or
(iv) Redeem,
purchase or otherwise acquire for consideration any shares of Series B
Preferred, or any shares of Parity Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board) to all
holders of such shares upon such terms as the Board, after consideration of
the
respective annual dividend rates and other relative rights and preferences
of
the respective series and classes, may determine in good faith will result
in
fair and equitable treatment among the respective series or
classes.
(b) The
Company will not permit any majority-owned subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company unless
the Company could, under paragraph (a) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
Section
5. Reacquired
Shares. Any shares of Series B Preferred purchased or
otherwise acquired by the Company in any manner whatsoever will be retired
and
canceled promptly after the acquisition thereof. All such shares will
upon their cancellation become authorized but unissued shares of Preferred
Stock
and may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Certificate
of
Incorporation of the Company, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.
Section
6. Liquidation,
Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of the Company, no distribution will be made (a) to the holders
of
shares of Junior Stock unless, prior thereto, the holders of shares of Series
B
Preferred have received $10 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date
of such payment; provided, however, that the holders of shares of Series B
Preferred will be entitled to receive an aggregate amount per share, subject
to
the provision for adjustment hereinafter set forth, equal to one thousand (1000)
times the aggregate amount to be distributed per share to holders of shares
of
Common Stock or (b) to the holders of shares of Parity Stock, except
distributions made ratably on the shares of Series B Preferred and all such
Parity Stock in proportion to the total amounts to which the holders of all
such
shares are entitled upon such liquidation, dissolution or winding
up. In the event the Company at any time (i) declares a dividend on
the outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivides the outstanding shares of Common Stock, (iii) combines the
outstanding shares of Common Stock into a smaller number of shares or (iv)
issues any shares of its capital stock in a reclassification of the outstanding
shares of Common Stock (including any such reclassification in connection with
a
consolidation or merger in which the Company is the continuing or surviving
corporation), then, in each such case and regardless of whether any shares
of
Series B Preferred are then issued or outstanding, the aggregate amount to
which
each holder of shares of Series B Preferred would otherwise be entitled
immediately prior to such event will be correspondingly adjusted.
Section
7. Consolidation,
Merger, Etc. In the event that the Company enters into any
consolidation, merger, combination or other transaction in which the shares
of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then, in each such case, each share of Series B
Preferred will at the same time be similarly exchanged for or changed into
an
amount per share, subject to the provision for adjustment hereinafter
set
forth,
equal to one thousand (1000) times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into
which
or for which each share of Common Stock is changed or exchanged. In
the event the Company at any time (a) declares a dividend on the outstanding
shares of Common Stock payable in shares of Common Stock, (b) subdivides the
outstanding shares of Common Stock, (c) combines the outstanding shares of
Common Stock in a smaller number of shares or (d) issues any shares of its
capital stock in a reclassification of the outstanding shares of Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), then,
in each such case and regardless of whether any shares of Series B Preferred
are
then issued or outstanding, the amount set forth in the preceding sentence
with
respect to the exchange or change of shares of Series B Preferred will be
correspondingly adjusted.
Section
8. Redemption. The
shares of Series B Preferred are not redeemable.
Section
9. Rank. The
Series B Preferred rank, with respect to the payment of dividends and the
distribution of assets, junior to all other series of the Company's Preferred
Stock, unless the terms of such series shall so provide.
Section
10. Amendment. Notwithstanding
anything contained in the Certificate of Incorporation of the Company to the
contrary and in addition to any other vote required by applicable law, the
Certificate of Incorporation of the Company may not be amended in any manner
that would materially alter or change the powers, preferences or special rights
of the Series B Preferred so as to affect them adversely without the affirmative
vote of the holders of at least 51% of the outstanding shares of Series B
Preferred, voting together as a single series.
FURTHER
RESOLVED, that the statements contained in the foregoing resolutions creating
and designating the said Series B Junior Preferred Stock and fixing the number,
powers, preferences and relative, optional, participating, and other special
rights and the qualifications, limitations, restrictions, and other
distinguishing characteristics thereof shall, upon the effective date of said
series, be deemed to be included in and be a part of the Certificate of
Incorporation of the Company pursuant to the provisions of Sections 104 and
151
of the DGCL.
[Remainder
Of Page Left Intentionally Blank]
IN
WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the
Company by the undersigned on August 14, 2007.
CHARTER
COMMUNICATIONS, INC.
By: /s/
Jeffrey T.
Fisher
Name: Jeffrey
T. Fisher
Title: Executive
Vice President and ChiefFinancial Officer
Signature
page to Certificate of
Designation