Pointcast Inc – IPO: ‘S-1/A’ on 5/20/98 – EX-3.1

As of:  Wednesday, 5/20/98   ·   Accession #:  1012870-98-1389   ·   File #:  333-52663

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #1 to Form S-1                              10     63K 
 2: EX-3.1      Certificate of Incorporation                           2±    10K 
 3: EX-4.1      Amended & Restated Investor's Rights Agreement        68    213K 
10: EX-10.10    Administrative Services & Management Agreement         6     24K 
11: EX-10.11    Sub-License of Technology & Trademark Rights           7     34K 
12: EX-10.12    Maintenance & Support Agreement                        5     25K 
13: EX-10.13    Technology & Trademark License Agreement               8     34K 
14: EX-10.18    Services Agreement                                    22     92K 
 4: EX-10.2     Stock Option Agreement                                33    126K 
15: EX-10.21    Preferred Stock Purchase Warrant (Lighthouse)          9     47K 
16: EX-10.22    Common Stock Purchase Warrant (Benchmark Cap)         15     54K 
17: EX-10.23    Common Stock Purchase Warrant (Benchmark Fdr)         15     54K 
18: EX-10.24    Series D Pref. Stock Pur. Warrant (Cable News)        13     49K 
19: EX-10.25    Series D Pref. Stock Pur. Warrant (Time Inc.)         12     49K 
20: EX-10.26    Loan & Security Agreement                             16     72K 
21: EX-10.27    Revolving Credit Loan & Security Agreement            28    110K 
 5: EX-10.5     1998 Director Option Plan                             18     62K 
 6: EX-10.6     Pointcast Japan LLC Agreement                         20     75K 
 7: EX-10.7     Assignment of Comm. Exploit. Agrmnt Dtd 5/30/97        5     21K 
 8: EX-10.8     Assignment of Comm. Exploit. Agrmnt Dtd 7/25/97        4     20K 
 9: EX-10.9     Commercial Exploitation Rights Agreement               8     30K 

EX-3.1   —   Certificate of Incorporation

EX-3.1
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                                                                     EXHIBIT 3.1

CERTIFICATE OF INCORPORATION  
OF
POINTCAST INCORPORATED

FIRST.  The name of the corporation is PointCast Incorporated.        

     SECOND.  The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware      
19801.  The name of its registered agent at such address is The Corporation     
Trust Company.                                                                  

  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 Delaware.                                                                

FOURTH.  The total number of shares which the corporation shall have  
authority to issue is 1,000 shares of capital stock, and the par value of each  
such share is $.001 per share.                                                  

FIFTH.  The name and mailing address of the incorporator are:         

Naomi Kuhn
Corporate Paralegal 
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA  94304

   SIXTH.  The Board of Directors of the corporation is expressly authorized
to adopt, amend or repeal the by-laws of the corporation, but the stockholders  
may make additional by-laws and may alter or repeal any by-law whether adopted  
by them or otherwise.                                                           

   SEVENTH.  Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.                       

EIGHTH.   A director of the corporation shall not be liable to the    
corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except to the extent such exemption from liability or       
limitation thereof is not permitted under the Delaware General Corporation Law  
as the same exists or may hereafter be amended.  Any repeal or modification of  
this Article EIGHTH shall not adversely affect any right or protection of a     
director of the corporation existing hereunder with respect to any act or       
omission occurring prior to such repeal or modification.                        

The undersigned incorporator hereby acknowledges that the foregoing   
Certificate of Incorporation is the act and deed of such incorporator and that  
the facts stated therein are true.                                              

                /s/ Naomi Kuhn
                              ----------------------------
              Incorporator