Exhibit 3.3
Please include a typed
self-addressed envelope MUST BE TYPED
FILING FEE 300.00
MUST SUBMIT TWO COPIES | Mail to: Secretary of State
Corporations Section
1600 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
Fax (303) 894-2242 | For office use only 001 |
ARTICLES OF INCORPORATION
Corporation Name CASINO AMERICA OF COLORADO, INC.
Principal Business Address 711 Washington Loop, Biloxi, Mississippi 39530
(Include City, State, Zip)
Cumulative voting shares of stock is authorized:. Yes o | No x |
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If duration is less than perpetual enter number of years | |
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Preemptive rights are granted to shareholders: Yes o | No x |
Stock Information (if additional space is needed, continue on a separate sheet of paper.)
Stock Class COMMON | Authorized Shares 1,000 | Par Value $0.01 |
| | |
Stock Class | Authorized Shares | Par Value |
The name of the initial registered agent and the address of the registered office is (if another corporation, use last name space)
Last Name The Corporation Company | First & Middle Name |
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Street Address 1675 Broadway, Denver, Colorado 80202 |
(Include City, State, Zip) |
The undersigned consents to the appointment as the initial registered agent.
Signature of Registered Agent | /s/ [SIGNATURE APPEARS HERE] | |
These articles are to have a delayed effective date of:
Incorporation: Name and addresses (If more than two, continue on a separate sheet of paper)
NAME | | ADDRESS |
| | |
Michael J. Perlowski | | 190 South LaSalle Street |
| | Chicago, IL 60603 |
Incorporators whoare natural persons must be 18 years or more. The undersigned, acting as incorporator(s) of a corporation under the Colorado Business Corporation Act, adopt the above Articles of Incorporation.
Signature | /s/ Michael J. Perlowski | | Signature | |
(COL. 1632 – 11/14/95)
Please include a typed
self-addressed envelope MUST BE TYPED
FILING FEE $75.00
MUST SUBMIT TWO COPIES | Mail to: Secretary of State
Corporations Section
1600 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
Fax (303) 894-2242 | For office use only 001 |
APPLICATION FOR AUTHORITY
Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation hereby applies for Authority to transact business in Colorado, and for that purpose submits the following statement:
FIRST: The name of the corporation is | Casino America, Inc. |
| (Exact Corporation name must agree with the attached Certificate of |
| Good Standing) |
SECOND: The name which it elects to use in Colorado is |
| (If its corporate name is not available for use in Colorado) |
THIRD: It is incorporated under the laws of | Delaware |
| (State of Incorporation) |
FOURTH: The date of its incorporation is 2-14-90 The period of duration is Perpetual
FIFTH: The street address of its principal office (include City, State and Zip Code) 711 Washington Loop
Biloxi, Mississippi 39530
SIXTH: The street address of its proposed registered office in Colorado is 1675 Broadway
Denver, Colorado 80202, and the name of its proposed registered agent in Colorado at that address is The Corporation Company
(Address must include building and suite number, street (or rural route number), town or city and zip code (include P.O. Box if mailing address is different from street address)
Signature of Registered Agent (may be in accompanying document)
Date Business commenced or expects to commence transacting business in the state upon qualification
SEVENTH: The names and respective addresses of its directors and officers are:
OFFICE | | NAME
SEE ATTACHMENT | | BUSINESS ADDRESS |
President | | | | |
Vice Pres | | | | |
Secy | | | | |
Treas. | | | | |
Director | | | | |
Director | | | | |
Director | | | | |
EIGHTH: This application MUST BE ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING ISSUED BY THE JURISDICTION OF ITS INCORPORATION AND DATED WITHIN NINETY (90) DAYS OF THE FILING OF THE APPLICATION.
CASINO AMERICA, INC.
Bernard Goldstein
Chairman, Chief Executive Officer, Director
711 Washington Loop
Biloxi, MS 39530 | | Alan J. Glazer
Director
c/o Casino America, Inc.
711 Washington Loop
Biloxi, MS 39530 |
| | |
John Merrill Gallaway
President, Chief Operating Officer, Director
711 Washington Loop
Biloxi, MS 39530 | | Rexford Allen Yeisley
Chief Financial Officer, Vice President,
Treasurer
711 Washington Loop
Biloxi, MS 39530 |
| | |
Allan Bernard Solomon
Executive Vice President,
General Counsel/Secretary, Director
711 Washington Loop
Biloxi, MS 39530 | | Timothy Michael Hinkley Senior Vice President of Operations
711 Washington Loop
Biloxi, MS 39530 |
| | |
Robert Scott Goldstein
Director
c/o Casino America, Inc.
711 Washington Loop
Biloxi, MS 39530 | | Robert Boone
Vice President - Human Resources 711 Washington Loop
Biloxi, MS 39530 |
| | |
Emanuel Crystal
Director
c/o Casino America, Inc.
711 Washington Loop
Biloxi, MS 39530 | | Edward Reese
Vice President - Construction and Design
711 Washington Loop
Biloxi, MS 39530 |
| | James Guay
Vice President – Marketing
711 Washington Loop
Biloxi, MS 39530 |
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act. the undersigned corporation adopts dm following Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the Corporation is CASINO AMERICA OF COLORADO, INC. (the “Corporation”).
SECOND: The following amendment to the Articles of Incorporation was adopted on the 8th day of August, 1997, as prescribed by the Colorado Business Corporation Act, by a vote of the Shareholders. The number of Shares voted for the amendment was sufficient for approval. The following provision will be added and shall read in its entirety as set out below:
“The sole purpose of the Corporation is to hold a membership interest in Isle of Capri Black Hawk, L.L.C., a Colorado limited liability company, and to exercise the rights or to perform the obligations attendant thereto, and the Corporation is restricted from having or conducting any business apart therefrom.”
THIRD: The amendment does not effect any exchange, reclassification, or cancellation of issued shares.
IN WITNESS WHEREOF, the Allen Solomon, as Executive Vice President of the Corporation, has signed this Amendment to Articles of Incorporation this day of August, 1997 and affirms, under penalty of perjury, that the facts stand herein are true.
| CASINO AMERICA OF COLORADO, INC.: |
| |
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| /s/ Allan B. Solomon |
| Allan B. Solomon, Executive Vice President |
