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Exhibit 3.11
CERTIFICATE OF INCORPORATION
OF
SPICE INTERACTIVE, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:
FIRST: The name of this corporation (hereinafter called the
"Corporation") is SPICE INTERACTIVE, INC.
SECOND: The address, including street, number, city and county of
the registered office of the Corporation in the State of Delaware is, 32
Loockerman Square, Suite L-100, City of Dover, County of Kent (zip code 19901)
and the name of the registered agent of the corporation in the State of Delaware
at such address is The Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business and of the purposes to be
conducted and promoted by the Corporation are to conduct any lawful business, to
promote any lawful purpose, and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.
FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is a total of one thousand (1,000) shares of Common
Stock, par value $.01 per share, all of which are of the same class.
FIFTH: The name and mailing address of the incorporator is as
follows:
Karen S. Lieberstein
DORNBUSH MENSCH MANDELSTAM
& SCHAEFFER
747 Third Avenue
New York, New York 10017
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or Stockholder thereof or on the
application of any receiver or receivers appointed for this
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Corporation under the provisions of Section 291 of Title 8 of the Delaware Code
or on the application of trustees in dissolution of or any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of this Corporation, as the case
may be, to be summoned in such manner as the said court directs. If a majority
in number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
EIGHTH: The original By-Laws of the Corporation shall be adopted by
the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws,
and to adopt any new By-Law, shall be vested' in the Board of Directors.
NINTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, or by any successor thereto, indemnify any and
all persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. Such right to indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The indemnification provided for herein shall not be deemed exclusive of
any other rights of which those seeking indemnification may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise.
NINTH: The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are truce, and
accordingly have hereunto set my hands this 19th day of April, 1994.
/s/ Karen S. Lieberstein
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Karen S. Lieberstein
Incorporator
DORNBUSH MENSCH MANDELSTAM
& SCHAEFFER
747 Third Avenue
New York, New York 10017
2
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CERTIFICATE OF AMENDMENT
BEFORE PAYMENT OF CAPITAL OF
CERTIFICATE OF INCORPORATION OF
SPICE INTERACTIVE, INC.
Spice Interactive, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby certify as follows:
FIRST: The following amendment to the Certificate of
Incorporation of said corporation was duly adopted in accordance with the
provisions of Section 241 of Title 8 of the General Corporation Law of the State
of Delaware, having been authorized by the Written Consent of the Sole
Incorporator of said corporation.
SECOND: That the Certificate of incorporation of said corporation
has been amended as follows:
By striking out the whole of Article First thereof asp it now exists
and inserting in lieu and instead thereof a new Article First, reading as
follows:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is Cyberspice, Inc.
THIRD: That no part of the capital of said corporation having
been paid, this certificate is filed pursuant to Section 241 of Title 8 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have duly executed this Certificate of Amendment
this 18th day of August, 1994.
/s/ Karen S. Lieberstein
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Karen S. Lieberstein
Incorporator
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CERTIFICATE OF CHANGE OFF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
CYBERSPICE, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of New Castle.
The Board of Directors of CYBERSPICE, INC. adopted the following
resolution on the 29th day of July, 1999.
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the registered office of
CYBERSPICE, INC. in the state of Delaware be and it hereby is changed to
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.
IN WITNESS WHEREOF, CYBERSPICE, INC. has caused this statement to be
signed by Howard Shapiro, its Vice President and Secretary, this 15th day of
January, 2002.
/s/ Howard Shapiro
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Howard Shapiro