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- S-4 Registration of securities issued in business combination transactions
- 2.1 Stock Purchase Agreement
- 3.1 Certificate of Incorporation of Loews Cineplex Entertainment Corp
- 3.2.1 Loews Citywalk Theatre Corporation
- 3.2.2 S&J Theatres, Inc.
- 3.2.3 Loews Bristol Cinemas, Inc.
- 3.2.4 Loews Connecticut Cinemas, Inc.
- 3.2.5 Downtown Boston Cinemas, LLC
- 3.2.6 Farmers Cinemas, Inc.
- 3.2.7 Gateway Cinemas, LLC
- 3.2.8 Kips Bay Cinemas, Inc.
- 3.2.9 Lce Mexican Holdings, Inc.
- 3.2.10 Lewisville Cinemas, LLC
- 3.2.11 Loeks Acquisition Corp.
- 3.2.12 Loews Akron Cinemas, Inc.
- 3.2.13 Loews Arlington Cinemas, Inc.
- 3.2.14 Loews Bay Terrace Cinemas, Inc.
- 3.2.15 Loews Berea Cinemas, Inc.
- 3.2.16 Loews Cineplex International Holdings, Inc.
- 3.2.17 Loews Cineplex Theatres, Inc.
- 3.2.18 Loews Cineplex Theatres Holdco, Inc.
- 3.2.19 Loews Cineplex U.S. Callco, LLC
- 3.2.20 Loews Garden State Cinemas, LLC
- 3.2.21 Loews Greenwood Cinemas, Inc.
- 3.2.22 Loews North Versailles Cinemas, LLC
- 3.2.23 Loews Plainville Cinemas, LLC
- 3.2.24 Loews Stonybrook Cinemas, Inc.
- 3.2.25 Loews Theatre Management Corp.
- 3.2.26 Loews Theatres Clearing Corp.
- 3.2.27 Loews USA Cinemas Inc.
- 3.2.28 Loews Vestal Cinemas, Inc.
- 3.2.29 Loews Washington Cinemas, Inc.
- 3.2.30 LTM New York, Inc.
- 3.2.31 LTM Turkish Holdings,inc.
- 3.2.32 Methuen Cinemas, LLC
- 3.2.33 Ohio Cinemas, LLC
- 3.2.34 Plitt Southern Theatres, Inc.
- 3.2.35 Plitt Theatres, Inc.
- 3.2.36 Poli-new England Theatres, Inc.
- 3.2.37 Richmond Mall Cinemas, LLC
- 3.2.38 Rko Century Warner Theatres, Inc.
- 3.2.39 Springfield Cinemas, LLC
- 3.2.40 Star Theatres of Michigan, Inc.
- 3.2.41 Star Theatres, Inc.
- 3.2.42 the Walter Reade Organization, Inc.
- 3.2.43 Theater Holdings, Inc.
- 3.2.44 U.s.a. Cinemas, Inc.
- 3.2.45 Waterfront Cinemas, LLC
- 3.2.46 Crestwood Cinemas, Inc.
- 3.2.47 Illinois Cinemas, Inc.
- 3.2.48 Loews Chicago Cinemas, Inc.
- 3.2.49 Loews Merrillville Cinemas, Inc.
- 3.2.50 Loews Piper's Theaters, Inc.
- 3.2.51 Loews Rolling Meadows Cinemas, Inc
- 3.2.52 North Star Cinemas, Inc.
- 3.2.53 Rosemont Cinemas, Inc.
- 3.2.54 Skokie Cinemas, Inc.
- 3.2.55 South Holland Cinemas, Inc.
- 3.2.56 Webster Chicago Cinemas, Inc.
- 3.2.57 Woodfield Cinemas, Inc.
- 3.2.58 Woodridge Cinemas, Inc.
- 3.2.59 Loews Century Mall Cinemas, Inc.
- 3.2.60 Loews Cherry Tree Mall Cinemas, Inc.
- 3.2.61 Loews Lafayette Cinemas, Inc.
- 3.2.62 Fall River Cinema, Inc.
- 3.2.63 Libery Tree Cinema Corp.
- 3.2.64 Loews Cheri Cinemas, Inc.
- 3.2.65 Loews Fresh Pond Cinemas, Inc.
- 3.2.66 Nickelodeon Boston, Inc.
- 3.2.67 Sack Theatres, Inc.
- 3.2.68 Loews Baltimore Cinemas, Inc.
- 3.2.69 Loews Centerpark Cinemas, Inc.
- 3.2.70 Brick Plaza Cinemas, Inc.
- 3.2.71 Jersey Garden Cinemas, Inc
- 3.2.72 Loews East Hanover Cinemas, Inc.
- 3.2.73 Loews Freehold Mall Cinemas, Inc.
- 3.2.74 Loews Meadowland Cinemas 8, Inc.
- 3.2.75 Loews Meadowland Cinemas, Inc.
- 3.2.76 Loews Mountainside Cinemas, Inc.
- 3.2.77 Loews New Jersey Cinemas, Inc.
- 3.2.78 Loews Newark Cinemas, Inc.
- 3.2.79 Loews Ridgefield Park Cinemas, Inc.
- 3.2.80 Loews Toms River Cinemas, Inc
- 3.2.81 Loews West Long Branch Cinemas, Inc.
- 3.2.82 Loews-hartz Music Makers Theatres, Inc.
- 3.2.83 Music Makers Theatres, Inc.
- 3.2.84 New Brunswick Cinemas, Inc
- 3.2.85 Parsippany Theatre Corp.
- 3.2.86 Red Bank Theatre Corporation
- 3.2.87 White Marsh Cinemas, Inc.
- 3.2.88 71ST & 3RD Ave. Corp.
- 3.2.89 Crescent Advertising Corporation
- 3.2.90 Eton Amusement Corporation
- 3.2.91 Forty-second Street Cinemas, Inc.
- 3.2.92 Hawthorne Amusement Corporation
- 3.2.93 Hindsadale Amusement Corporation
- 3.2.94 Lance Theatre Corporation
- 3.2.95 Loews Astor Plaza, Inc.
- 3.2.96 Loews Boulevard Cinemas, Inc.
- 3.2.97 Loews Broadway Cinemas, Inc.
- 3.2.98 Loews California Theatres, Inc.
- 3.2.99 Loews Crystal Run Cinemas, Inc
- 3.2.100 Loews East Village Cinemas, Inc.
- 3.2.101 Loews Elmwood Cinemas,inc.
- 3.2.102 Loews Levitton Cinemas, Inc.
- 3.2.103 Loews Lincoln Theatre Holding Corp.
- 3.2.104 Loews Orpheum Cinemas, Inc
- 3.2.105 Loews Palisades Center Cinema, Inc.
- 3.2.106 Loews Roosevelt Field Cinemas, Inc.
- 3.2.107 Loews Trylon Theatre, Inc.
- 3.2.108 Parkchester Amusement Corporation
- 3.2.109 Putnam Theatrical Corporation
- 3.2.110 Talent Booking Agency, Inc.
- 3.2.111 Thirty-fourth Street Cinemas, Inc.
- 3.2.112 Loews Richmond Mall Cinemas, Inc.
- 3.2.113 Mid-states Theatres, Inc.
- 3.2.114 Loews Montgomery Cinemas, Inc.
- 3.2.115 Stroud Mall Cinemas, Inc.
- 3.2.116 Cityplace Cinemas, Inc.
- 3.2.117 Fountain Cinemas, Inc.
- 3.2.118 Loews Arlington West Cinemas, Inc.
- 3.2.119 Loews Deuville North Cinemas, Inc.
- 3.2.120 Loews Fort Worth Cinemas, Inc
- 3.2.121 Loews Houston Cinemas, Inc.
- 3.2.122 Loews Lincoln Plaza Cinemas, Inc.
- 3.2.123 Loews Cineplex Entertainment Gift Card Corporation
- 3.2.124 Loews Pentagon City Cinemas, Inc.
- 3.2.125 By-laws of Lce
- 3.3 By-laws of Loews Cineplex Entertainment Corporation
- 3.4 By-laws of the Following Additional Registrants
- 3.5 By-laws of Lce Mexican Holdings, Inc.
- 3.6 By-laws of Loews Cineplex Theatres, Inc
- 3.7 Limited Liability Company Agreement of Loews Cineplex U.S. Callco, LLC
- 3.8 Limited Liability Company Agreement of Downtown Boston Cinemas, LLC
- 3.9 Limited Liability Company Agreement of Gateway Cinemas, LLC
- 3.10 Limited Liability Company Agreement of Loews North Versailles Cinemas, LLC
- 3.11 Limited Liability Company Agreement of Loews Plainville Cinemas, LLC
- 3.12 Limited Liability Company Agreement of Methuen Cinemas, LLC
- 3.13 Limited Liability Company Agreement of Ohio Cinemas, LLC
- 3.14 Limited Liability Company Agreement of Richmond Mall Cinemas, LLC
- 3.15 Limited Liability Company Agreement of Springfield Cinemas, LLC
- 3.16 Limited Liability Company Agreement of Waterfront Cinemas, LLC
- 3.17 Limited Liability Company Agreement of Lewisville Cinemas, LLC
- 3.18 Limited Liability Company Agreement of Loews Garden State Cinemas, LLC
- 3.19 Partnership Agreement of Loeks-star Partners
- 3.20 Certificate of Incorporation of Lce Acquisitionsub, Inc.
- 4.1 Indenture Dated As of July 30, 2004
- 4.2 Registration Rights Agreement Dated As of July 30, 2004
- 5 Opinion of Ropes & Gray LLP
- 9.1 Stockholders Agreement Dated As of July 30, 2005
- 9.2 Management Stockholders Agreement Dated As of January 12, 2005
- 10.1 Credit Agreement Dated As of July 30, 2004
- 10.2 Security Agreement Dated As of July 30, 2004
- 10.3 Loan Agreement Dated As of August 16, 2004
- 10.4 Revolving Loan Agreement Dated As of August 16, 2004
- 10.5 Subsidiary Guaranty Dated As of July 30, 2004
- 10.6 Management Agreement Dated As of July 30, 2004
- 10.7 Employment Agreement Between Travis Reid and Loews Cineplex Entertainment Corp.
- 10.8 Employment Agreement Between Miguel Davila and Loews Cineplex Entertainment Corp
- 10.9 Amended and Restated Management Stockholder Plan for Lce Holdings, Inc
- 10.10 Joint Venture Agreement Dated As of April 27, 1998
- 10.11 Amended and Restated Joint Venture Agreement Dated As of July 25, 2002
- 10.12 Amended and Restated Registration Rights Agreement Dated As of January 12, 2005
- 10.13 Form of Indemnification Agreement, 2002
- 10.14 Form of Indemnification Agreement, 2001
- 10.15 Form of Option Agreement of Lce Holdings, Inc. and Lce Intermediate Holdings
- 10.16 Option Agreement
- 12 Statement of Computation of Earnings to Fixed Charges
- 21 List of Subsidiaries
- 25 Statement of Eligibility of Trustee on Form T-1 of U.S. Bank As Trustee
- 99.1 Letter of Transmittal
- 99.2 Notice of Guaranteed Delivery
- 5 Aug 05 Registration of securities issued in business combination transactions (amended)
- 25 Jul 05 Registration of securities issued in business combination transactions (amended)
- 29 Jun 05 Registration of securities issued in business combination transactions (amended)
- 18 Apr 05 Registration of securities issued in business combination transactions
Exhibit 3.2.9
State of Delaware Secretary of State Division of Corporations Delivered 09:47 AM 07/20/2004 FILED 09:15 AM 07/20/2004 SRV 040528600 – 3830643 FILE |
STATEof DELAWARE
CERTIFICATE OF INCORPORATION
OF
LCE MEXICAN HOLDINGS, INC.
1.Name. The name of this corporation is LCE Mexican Holdings, Inc.
2.Registered Office. The registered office of this corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
3.Purpose. The purpose of this 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.
4.Stock. The total number of shares of stock that this corporation shall have authority to issue is 3,000 shares of Common Stock, $0.01 par value per share. Each share of Common Stock shall be entitled to one vote.
5.Incorporator. The name and mailing address of the incorporator is: Mohammed Anjarwala, Bain Capital LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.
6.Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.
7.Election of Directors. The election of directors need not be by written ballot unless the by-laws shall so require.
8.Authority of Directors. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.
9.Liability of Directors. A director of this 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 that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
10.Indemnification. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim;provided,however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.
11.Records. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.
12.Meeting of Stockholders of Certain Classes. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.
THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 19th day of July.
/s/ Mohammed Anjarwala |
Mohammed Anjarwala |
Sole Incorporator |
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