
<PAGE>

                                 EXHIBIT 7.(f)
                                 -------------

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               FOUR MEDIA COMPANY
                           (TO EFFECTUATE THE MERGER)

     FOUR MEDIA COMPANY, a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

     (1)  The name of the Corporation is Four Media Company.  The original
Certificate of Incorporation of the Corporation was filed on September 25, 1996.
The name under which the Corporation was originally incorporated is Four Media
Company.

     (2)  This Restated Certificate of Incorporation amends and restates in its
entirety the Certificate of Incorporation of the Corporation.  Pursuant to
Section 242(b) of the Delaware General Corporation Law (the "DGCL"), the Board
of Directors of the Corporation has duly adopted by unanimous written consent in
accordance with Section 141(f) of the DGCL, and a majority of the outstanding
stock entitled to vote thereon and a majority of each class of the outstanding
stock entitled to vote as a class has approved at a special meeting, held in
accordance with Section 222 of the DGCL, this Restated Certificate of
Incorporation.  This Restated Certificate of Incorporation of the Corporation
was duly adopted in accordance with Section 245 of the DGCL.

     (3)  Pursuant to Sections 242 and 245 of the DGCL, the text of the
Certificate of Incorporation is hereby restated to read in its entirety as
follows:

                                  "ARTICLE I.
                                      NAME

     The name of the corporation is Four Media Company (the "Corporation").

                                  ARTICLE II.
                               REGISTERED OFFICE

     The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
19805.  The name of its registered agent at such address is Corporation Service
Company.

                                  ARTICLE III.
                                    PURPOSE
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     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the DGCL.

                                  ARTICLE IV.
                                AUTHORIZED STOCK

     The total number of shares of capital stock that the Corporation shall have
authority to issue is 55,000,000 shares, of which 50,000,000 shares shall be
common stock, par value $0.01 per share ("Common Stock") and 5,000,000 shares
shall be preferred stock, par value $0.01 per share ("Preferred Stock").  Said
shares of Preferred Stock shall be all of one class with a par value of $.01 per
share, and shall be issued in one or more series as set forth in Section B
below.

                                   SECTION A
                                   ---------
                                  COMMON STOCK

          Each share of Common Stock of the Corporation shall be identical in
all respects and shall have equal rights and privileges.

          Holders of Common Stock shall be entitled to ONE vote for each share
of such stock held on all matters presented to such stockholders, whether at any
special or annual meeting of stockholders, by written consent in lieu of
meeting, or otherwise.  Except as may otherwise be required by the laws of the
State of Delaware and, with respect to any series of Preferred Stock, except as
may be provided in any resolution or resolutions providing for the establishment
of such series pursuant to authority vested in the Board of Directors by Article
IV, Section B, of this Certificate, the holders of outstanding shares of Common
Stock and the holders of outstanding shares of each series of Preferred Stock
shall vote together as one class with respect to the election of directors and
with respect to all other matters to be voted on by stockholders of the
Corporation (including, without limitation, any proposed amendment to this
Certificate that would increase the number of authorized shares of any class of
Common Stock or any series of Preferred Stock or decrease the number of
authorized shares of any such class or series of stock (but not below the number
of shares thereof then outstanding)), and no separate vote or consent of the
holders of shares of Common Stock or any series of Preferred Stock shall be
required for the approval of any such matter.

                                       2
<PAGE>

                                   SECTION B
                                   ---------
                                PREFERRED STOCK

     The Preferred Stock may be issued, from time to time, in one or more
series, with such powers, designations, preferences and relative, participating,
optional or other rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in a resolution or resolutions
providing for the issue of each such series adopted by the Board of Directors.
The Board of Directors, in such resolution or resolutions (a copy of which shall
be filed and recorded as required by law), is also expressly authorized to fix
with respect to each series:

               1.        the distinctive serial designations and the division of
                    such shares into series and the number of shares of a
                    particular series, which may be increased or decreased, but
                    not below the number of shares thereof then outstanding, by
                    a certificate made, signed, filed and recorded as required
                    by law;

               2.        the dividend rate or amounts, if any, for the
                    particular series, the date or dates from which dividends on
                    all shares of such series shall be cumulative, if dividends
                    on stock of the particular series shall be cumulative and
                    the relative rights of priority, if any, or participation,
                    if any, with respect to payment of dividends on shares of
                    that series;

               3.        the rights of the shares of each series in the event of
                    voluntary or involuntary liquidation, dissolution or winding
                    up of the Corporation, and the relative rights of priority,
                    if any, of payment of shares of each series;

               4.        the right, if any, of the holders of a particular
                    series to convert or exchange such stock into or for other
                    classes or series of a class of stock or indebtedness of the
                    Corporation or of another entity, and the terms and
                    conditions of such conversion or exchange, including
                    provision for the adjustment of the conversion or exchange
                    rate in such events as the Board of Directors may determine;

               5.        the voting rights, if any, of the holders of a
                    particular series; and

               6.        the terms and conditions, if any, for the Corporation
                    to purchase or redeem shares of a particular series.

                                       3
<PAGE>

     All shares of any one series of the Preferred Stock shall be alike in every
particular. Except to the extent otherwise provided in the resolution or
resolutions providing for the issue of any series of Preferred Stock, the
holders of shares of such series shall have no voting rights, except as may be
required by the laws of the State of Delaware.

                                   ARTICLE V.
                                   DIRECTORS

                                   SECTION A
                                   ---------
                              NUMBER OF DIRECTORS

     The governing body of the Corporation shall be the Board of Directors.  The
number of directors shall not be less than three (3) and the exact number of
directors shall be fixed by the Board of Directors by resolution.  Election of
directors need not be by written ballot.

                                   SECTION B
                                   ---------
                          CLASSIFICATION OF THE BOARD

     Except as otherwise fixed by or pursuant to the provisions of Article IV
hereof relating to the rights of the holders of any series of Preferred Stock to
separately elect additional directors, which additional directors are not
required to be classified pursuant to the terms of such series of Preferred
Stock, the Board of Directors of the Corporation shall be divided into three
classes of directors:  Class I, Class II and Class III.  Each class of directors
shall consist, as nearly as possible, of a number of directors equal to one-
third (33%) of the then authorized number of members of the Board of Directors.
The initial term of office of the Class I directors shall expire at the annual
meeting of stockholders in 2000; the initial term of office of the Class II
directors shall expire at the annual meeting of stockholders in 2001; and the
initial term of office of the Class III directors shall expire at the annual
meeting of stockholders in 2002.  At each annual meeting of stockholders of the
Corporation the successors of that class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election.  The directors of each class will hold office until their respective
death, resignation or removal and until their respective successors are elected
and qualified.

                                   SECTION C
                                   ---------
                              REMOVAL OF DIRECTORS

     Subject to the rights of the holders of any series of Preferred Stock,
directors may be removed from office only for cause (as defined below) upon the
affirmative vote of the holders of at least 66% of the total voting power of
the then outstanding shares of Common Stock and any series of Preferred Stock
entitled to vote at an election of directors, voting together as a single class.
Except as may otherwise be provided by law, "cause" for removal, for purposes of
this Section C, shall exist only if:  (i) the director whose removal is proposed
has been

                                       4
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convicted of a felony, or has been granted immunity to testify in an action
where another has been convicted of a felony, by a court of competent
jurisdiction and such conviction is no longer subject to direct appeal; (ii)
such director has become mentally incompetent, whether or not so adjudicated,
which mental incompetence directly affects his ability as a director of the
Corporation, as determined by at least 66% of the members of the Board of
Directors then in office (other than such director); or (iii) such director's
actions or failure to act have been determined by at least 66% of the members
of the Board of Directors then in office (other than such director) to be in
derogation of the director's duties.

                                   SECTION D
                                   ---------
                   NEWLY CREATED DIRECTORSHIPS AND VACANCIES

     Subject to the rights of holders of any series of Preferred Stock,
vacancies on the Board of Directors resulting from death, resignation, removal,
disqualification or other cause, and newly created directorships resulting from
any increase in the number of directors on the Board of Directors, shall be
filled by the affirmative vote of a majority of the remaining directors then in
office (even though less than a quorum) or by the sole remaining director.  Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the vacancy
occurred or to which the new directorship is apportioned, and until such
director's successor shall have been elected and qualified.  No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director, except as may be provided in the resolution or
resolutions providing for the issue of any series of Preferred Stock with
respect to any additional director elected by the holders of the applicable
series of Preferred Stock.

                                   SECTION E
                                   ---------
                  LIMITATION ON LIABILITY AND INDEMNIFICATION

          2.   Limitation On Liability.
               -----------------------

     To the fullest extent permitted by the DGCL as the same exists or may
hereafter be amended, a director of the Corporation shall not be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director.  Any repeal or modification of this section E.1
shall be prospective only and shall not adversely affect any limitation, right
or protection of a director of the Corporation existing at the time of such
repeal or modification.

          3.   Indemnification.
               ---------------

            1.            Right to Indemnification. The Corporation shall
                          ------------------------
               indemnify and hold harmless, to the fullest extent permitted by
               applicable law as it presently exists or may hereafter be
               amended, any person who was or is made or is threatened to be
               made a party or is otherwise

                                       5
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                    involved in any action, suit or proceeding, whether civil,
                    criminal, administrative or investigative (a "proceeding")
                    by reason of the fact that he, or a person for whom he is
                    the legal representative, is or was a director or officer of
                    the Corporation or is or was serving at the request of the
                    Corporation as a director, officer, employee or agent of
                    another corporation or of a partnership, limited liability
                    company, joint venture, trust, enterprise or nonprofit
                    entity, including service with respect to employee benefit
                    plans, against all liability and loss suffered and expenses
                    (including attorneys' fees) reasonably incurred by such
                    person. Such right of indemnification shall inure whether or
                    not the claim asserted is based on matters which antedate
                    the adoption of this Section E. The Corporation shall be
                    required to indemnify a person in connection with a
                    proceeding (or part thereof) initiated by such person only
                    if the proceeding (or part thereof) was authorized by the
                    Board of Directors of the Corporation.

               2.         Advance Payment of Expenses. The Corporation shall pay
                          ---------------------------
                    the expenses (including attorneys' fees) incurred by a
                    director or officer in defending any proceeding, as
                    incurred, in advance of its final disposition, provided,
                    however, that the payment of expenses incurred by a director
                    or officer in advance of the final disposition of the
                    proceeding shall be made only upon receipt of an undertaking
                    by the director or officer to repay all amounts advanced if
                    it should be ultimately determined that the director or
                    officer is not entitled to be indemnified under this section
                    E.2 or otherwise.

               3.         Claims. If a claim for indemnification or payment of
                          ------
                   expenses under this section E.2 is not paid in full within 60
                   days after a written claim therefor has been received by the
                   Corporation, the claimant may file suit to recover the unpaid
                   amount of such claim and, if successful in whole or in part,
                   shall be entitled to be paid the expense of prosecuting such
                   claim. In any such action the Corporation shall have the
                   burden of proving that the claimant was not entitled to the
                   requested indemnification or payment of expenses under
                   applicable law.

               4.         Non-Exclusivity of Rights. The rights conferred on any
                          -------------------------
                    person by this section E.2 shall not be exclusive of any
                    other rights which such person may have or hereafter acquire
                    under any statute, provision of this Certificate, the
                    Bylaws, agreement, vote of stockholders or disinterested
                    directors or otherwise.

                                       6
<PAGE>

               5.         Other Indemnification. The Corporation's obligation,
                          ---------------------
                    if any, to indemnify any person who was or is serving at its
                    request as a director, officer, employee or agent of another
                    corporation, partnership, limited liability company, joint
                    venture, trust, enterprise or nonprofit entity shall be
                    reduced by any amount such person may collect as
                    indemnification from such other corporation, partnership,
                    limited liability company, joint venture, trust, enterprise
                    or nonprofit entity.

               1.         Amendment or Repeal.
                          -------------------

     Any repeal or modification of the foregoing provisions of this Section E
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.

                                   SECTION F
                                   ---------
                              AMENDMENT OF BYLAWS

     The Board of Directors of the Corporation is hereby expressly authorized
and empowered to adopt, alter, amend or repeal any provision of the bylaws of
the Corporation.

                                  ARTICLE VI.
                                      TERM

     The term of existence of this Corporation shall be perpetual.

                                  ARTICLE VII
                              STOCK NOT ASSESSABLE

     The capital stock of this Corporation shall not be assessable if fully
paid.  It shall be issued as fully paid, and the private property of the
stockholders shall not be liable for the debts, obligations or liabilities of
this Corporation.

                                  ARTICLE VIII
                            MEETINGS OF STOCKHOLDERS

                                   SECTION A
                                   ---------
                          ANNUAL AND SPECIAL MEETINGS

     Except as otherwise prescribed by law or by another provision of this
Certificate, special meetings of the stockholders of the Corporation, for any
purpose or purposes, shall be called by the Secretary of the Corporation (i)
upon the written request of the holders of not less than 66% of the total
voting power of the outstanding Voting Securities (as defined below) or (ii) at
the

                                       7
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request of at least 75% of the members of the Board of Directors then in
office.  The term "Voting Securities" shall include the  Common Stock and any
series of Preferred Stock entitled to vote with the holders of Common Stock
generally upon all matters that may be submitted to a vote of stockholders at
any annual meeting or special meeting thereof.

                                   SECTION B
                                   ---------
                      STOCKHOLDER ACTION WITHOUT A MEETING

     Except as otherwise prescribed by law or by another provision of this
Certificate, any action required or permitted to be taken at any annual or
special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of
outstanding stock of the Corporation having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares of stock of the Corporation entitled to vote thereon were
present and voted.  Notice shall be given in accordance with the applicable
provisions of the DGCL of the taking of corporate action without a meeting by
less than unanimous written consent to those stockholders on the record date
whose shares were not represented on the written consent."

                               .       .       .

     (4) This Restated Certificate of Incorporation has been duly adopted in
accordance with Sections 242 and 245 of the General Corporation Law of the State
of Delaware.

     (5) This Amended and Restated Certificate of Incorporation shall become
effective at __:00_.m., Eastern Time, on __________'______

                                       8
<PAGE>

          IN WITNESS WHEREOF, FOUR MEDIA COMPANY has caused this certificate to
be signed by _______________________________, its ________________________, and
attested by _______________, its Secretary, this ____ day of _______________,
______.



                                    ____________________________________________
                                    [Name]
                                    [Title]



ATTEST:

By:  _____________________________
     [________________]
     Secretary

                                       9
