Exhibit 3.6
CERTIFICATE OF INCORPORATION
OF
AMERICAN MEDIA CONSUMER ENTERTAINMENT, INC.
-------------------------------------------
The undersigned, in order to form a corporation for the
purpose hereinafter stated, under and pursuant to the provisions of the Delaware
General Corporation Law, hereby certifies that:
FIRST: The name of the Corporation is American Media Consumer
Entertainment, Inc.
SECOND: The registered office and registered agent of the
Corporation is The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.
FOURTH: The total number of shares of stock that the
Corporation is authorized to issue is 1000 shares of Common Stock, par value
$0.01 each.
FIFTH: The name of the sole incorporator is Louise Weston, and
her address is 425 Lexington Avenue, New York City, New York 10017-3954.
SIXTH: The Board of Directors of the Corporation, acting by
majority vote, may adopt, amend or repeal the By-Laws of the Corporation.
SEVENTH: Except as otherwise provided by the Delaware General
Corporation Law as the same exists or may hereafter be amended, no director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this Article SEVENTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Incorporation on November 5, 1999.
--------------------------------
Louise Weston
CERTIFICATE OF MERGER
INTO
AMERICAN MEDIA CONSUMER ENTERTAINMENT, INC.
The undersigned corporation
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
American Media Specials, Inc. Delaware
Weekly World News, Inc. Florida
American Media Consumer Entertainment, Inc. Delaware
SECOND: That the Agreement of Merger between the parties to
the merger has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
section 252 of the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the
merger is American Media Consumer Entertainment, Inc., a Delaware corporation.
FOURTH: That the Certificate of Incorporation of American
Media Consumer Entertainment, Inc., a Delaware corporation that is surviving the
merger, shall be the Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at the
office of the surviving corporation, the address of which is 5401 NW Broken
Sound Boulevard, Boca Raton, FL 33487.
SIXTH: That a copy of the Agreement of Merger will be
furnished by the surviving corporation, on request and without cost, to any
stockholder of any constituent corporation.
SEVENTH: The authorized capital stock of each foreign
corporation that is a party to the merger is as follows:
3
Corporation Class Number of Shares Par value per share or
statement that shares are
without par value
Weekly World News Common 1 No par value
EIGHT: That this Certificate of Merger shall be effective on
July 31, 2000.
Dated: July 31, 2000
American Media Consumer Entertainment, Inc.
By:
-------------------------------------------
Scott Price
Its:
-------------------------------------------