Exhibit 3.77
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
NEW FITNESS HOLDING CO., INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
We, the undersigned, H. Robert Jochem and Michael L. Sklar, being
respectively the Vice-President and the Assistant Secretary of New Fitness
Holding Co., Inc. hereby certify:
1. The name of the corporation is New Fitness Holding Co., Inc.
2. The certificate of incorporation of said corporation was filed by
the Department of State on the November 29, 1982.
3. (a) The certificate of incorporation is amended to provide for the
issuance of preferred stock.
(b) To effect the foregoing, Article Fourth relating to the
aggregate number of shares issued is amended and a new Article Fifth is hereby
added to read as follows:
"ARTICLE FOURTH:
CAPITAL STOCK
-------------
The aggregate number of shares which this corporation shall have
the authority to issue is 126,000. The Corporation shall have the authority to
issue shares of Common Stock and Preferred Stock, the maximum number and par
value of each to be as follows:
a. 125,000 number of shares of $100.00 par value Preferred Stock;
and
b. 1,000 shares of $1.00 par value Common Stock.
ARTICLE FIFTH:
Preferences, Limitations and Relative Rights
of Shares of Preferred Stock.
1. ISSUANCE OF PREFERRED SHARES. The aggregate number of
Preferred Stock which the corporation may have authority to issue shall be
125,000 shares having a par value of One Hundred Dollars (100.00) per share.
2. NO VOTING RIGHTS. No voting rights shall attach to the shares
of Preferred Stock.
3. DIVIDENDS. Each holder of shares of Preferred Stock shall be
entitled to receive for each fiscal year of the corporation preferential
dividends, payable either in cash or property, out of any assets of the
corporation available for dividends pursuant to the New York Business
Corporation Law, at a rate equal to 13-1/2% per annum. Each holder of Preferred
Stock shall be entitled to receive the dividends stated above and no more,
which dividends shall be payable annually, semi-annually, or quarterly on such
dates as may be determined by the Board of Directors in its sole discretion.
Dividends on each share of Preferred Stock shall accumulate from the date of
issue of such share, from year to year, until paid so that, as long as any
shares of preferred stock are outstanding, if at any time all dividends on the
Preferred Stock for all prior dividend periods shall not have been paid, or if
all dividends on the Preferred Stock for the then current dividend period shall
not have been paid or shall not have been declared with the sum sufficient for
the payment thereof set apart, whether or not there shall be assets of the
corporation available for payment of such dividends under the laws of the State
of New York then:
(i) No dividends shall be declared or
paid on any other distribution
ordered or made upon the Common
Stock other than dividends
payable solely in Common Stock;
and
(ii) No shares of Common Stock of this
corporation shall be redeemed,
purchased or acquired by this
corporation or any subsidiary of
this corporation
4. UPON LIQUIDATION, DISSOLUTION, MERGER OR REORGANIZATION. In
the event of any voluntary or involuntary liquidation, dissolution or winding
up of this corporation, the holders of record of the outstanding shares of
Preferred Stock shall be entitled to be paid One Hundred Dollars ($100.00) for
each share of Preferred Stock, plus accumulated dividends thereon up to the
date of such liquidation, dissolution, or
winding up of this corporation, whether or not this corporation shall have a
surplus or earnings available for dividends, and no more. After payment to the
holders of the shares of Preferred Stock of the amount payable to them as above
set forth, the remaining assets of this corporation shall be payable to and
distributed ratably among the holders of record of the shares of Common Stock.
If, upon such liquidation, dissolution, or winding up, the assets of the
corporation distributable to the holdings of shares of Preferred Stock shall be
insufficient to permit the payment to them of the entire amount to which they
are entitled to hereunder, the entire assets of this corporation shall be
distributed ratably among the holders of the shares of Preferred Stock.
In the event of any merger or consolidation of this corporation in
which this corporation shall not be the surviving entity, or in the event of
any recapitalization or reorganization of this corporation, any such
transaction must be structured so that the fair market value of the
consideration receivable in such transaction by or allocable to the holders of
the Preferred Stock shall be equal to the liquidation preference of the
Preferred Stock determined in accordance with the preceding paragraph.
5. REDEMPTION. Preferred Stock may be redeemed or purchased for
redemption by this corporation in accordance with the following plan. Unless
specifically prohibited by the New York Business Corporation Law, Preferred
Stock may be redeemed at any time at the option of the Board of Directors. In
case less than all of the outstanding shares of Preferred Stock are to be
redeemed, the Board of Directors shall determine the number of shares to be
redeemed and the holder or holders whose shares are to be redeemed. Notice of
such redemption shall be mailed to such holder or holders at the address shown
on the books of the corporation at least thirty (30) prior to the date fixed
for redemption in such notice. The redemption price payable by the corporation
shall be One Hundred Dollars ($100.00) per share plus any and all declared or
accumulated or unpaid dividends on the date of such redemption and such
redemption price shall be paid by the corporation to such holder or holders on
the redemption date set forth in the notice of redemption. From and after the
date fixed in any such notice as the date for redemption, no further dividends
shall be declared or paid on the shares so called for redemption and all rights
of the holder or holders thereof as stockholders of the corporation shall cease
and terminate, except their right to receive the amount payable on such
redemption, unless the corporation shall fail to pay the redemption price on
the date fixed for redemption. The corporation may, at any time and unless
specifically prohibited by the New York Business Corporation Law, purchase for
retirement from one or more holders thereof is determined by the Board of
Directors of the corporation any or all of the shares of outstanding Preferred
Stock at a price not to exceed the redemption price stated above. All shares
redeemed or
purchased may be either cancelled and retired or held by the corporation as
treasury shares.
6. No Preemptive Rights. No preferred stockholders of this
corporation shall, because his or its ownership of Preferred Stock have any
preemptive or other right to purchase, subscribe for or take any part, pro rata
or otherwise, of any securities, equity, debt or otherwise, or options, rights
or warrants to purchase any such securities issued or sold by this corporation,
whether for cash or for property, and whether or not hereafter authorized."
4. Articles Fifth and Sixth shall be hereinafter referred to as
Articles Sixth and Seventh.
5. The amendments were authorized in the following manner:
by unanimous written consent of all of the Shareholders and Board of Directors.
IN WITNESS WHEREOF, we have signed this certificate on the 1st
day of May, 1987 and we affirm the statements contained therein as true under
penalties of perjury.
/s/ H. Robert Jochem
-------------------------------------------
H. Robert Jochem, Vice President
/s/ Michael L. Sklar
-------------------------------------------
Michael L. Sklar, Assistant Secretary
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
NEW FITNESS HOLDING CO., INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
State of New York
Department of State
Filed --
Tax $ 6230
Filing 60
May 6, 1987
[Illegible Signature]
Secretary of State
COUNSEL: Patricia A. Stanis
Lurie, Sklar & Simon
180 North Michigan Avenue
Suite 200
Chicago, Illinois 60602
CERTIFICATE OF INCORPORATION
----------------------------
OF
NEW FITNESS HOLDING CO., INC.
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
-------------------------------------------------
I, THE UNDERSIGNED, being over eighteen years of age, for the purpose of
forming a corporation pursuant to Section 402 of the Business Corporation Law
of New York, do hereby certify:
FIRST: The name of the corporation is:
NEW FITNESS HOLDING CO., INC.
SECOND: The purposes for which it is formed are: to own and operate health
club facilities; to own securities of corporations owning and operating health
club facilities in the State of New York; and to do any and all acts incidental
thereto permitted under Section 202 of the Business Corporation Law.
THIRD: The office of the corporation is to be located in the City of
New York, , County of New York, State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the Secretary
of State shall mail a copy of any process against the corporation served upon
him is: c/o C T Corporation System, 1633 Broadway, New York, New York 10019.
SIXTH: The name and address of the registered agent which is to be the
agent of the corporation upon whom process against it may be served, are C T
CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019.
IN WITNESS WHEREOF, I have made and signed this certificate this 15th day
of November, A.D. 1982 and I affirm the statements contained therein as true
under penalties of perjury.
/s/ H. Robert Jochem
------------------------
H. Robert Jochem
Suite 2810
2029 Century Park East
Los Angeles, CA 90067
CERTIFICATE OF INCORPORATION
OF
NEW FITNESS HOLDING CO., INC.
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
RECEIVED
Nov 19 2 PM '82
FILED
Nov 20 12:20 PM '82
[STAMP
OF
STATE OF NEW YORK
DEPARTMENT OF STATE]
COUNSEL: Patricia A. Stanis
Fohrman, Lurie, Sklar,
& Simon, Ltd.
Suite 2000
180 W. Michigan Avenue
Chicago, IL 60601