<Page>
Exhibit 3.19
CERTIFICATE OF INCORPORATION
OF
PAY-PER-VIEW INTERNATIONAL, 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 PAY-PER-VIEW INTERNATIONAL, INC.
SECOND: The address, including street, number, city and county of
the registered office of the Corporation in the State of Delaware is 15 North
Street, 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
National Corporate Research, Ltd.
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 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 receive 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
<Page>
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.
TENTH: 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 true, and
accordingly have hereunto set my hands this 31st day of July, 1992.
/s/ Karen S. Lieberstein
----------------------------------
Karen S. Lieberstein
Incorporator
2
<Page>
Delaware CERTIFICATE OF
State Logo CHANGE OF LOCATION
of Registered Office
and/or Registered Agent
- The Board of Directors of PAY-PER-VIEW INTERNATIONAL, INC. a Corporation
of Delaware, on this 11th day of February, A.D. 1993 do hereby resolve
and order that the location of the Registered Office of this Corporation
within this State be, and the same hereby is 15 East North Street, in
the City of Dover, County of Kent Zip Code 19901.
- The name of the Registered Agent therein and in charge thereof upon whom
process against the Corporation may be served, is Incorporating
Services, Ltd.
- PAY-PER-VIEW INTERNATIONAL, INC. a Corporation of Delaware, does hereby
certify that the foregoing is a true copy of a resolution adopted by the
Board of Directors at a meeting held as herein stated.
- IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by its President and Attested by its Secretary, the 11 day of
February, A.D. 19 1993.
By: /s/ Mark Graff
------------------------------
President
Attest: /s/ Leland H. Nolan
--------------------------
Secretary
<Page>
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
Pay-Per-View International, Inc.
2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901, County
of Kent.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on March 29, 1994.
/s/ Leland H. Nolan
----------------------------------
Leland H. Nolan, President
Attest:
/s/ Robert Ragusa
- ----------------------------
Robert Ragusa, Secretary
<Page>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
of
PAY-PER-VIEW INTERNATIONAL, INC.
The undersigned, J. Roger Faherry, being the Chief Executive Officer and
President of PAY-PER-VIEW INTERNATIONAL, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware ("GCL"), does hereby certify as follows:
FIRST: The following amendment to the Certificate of Incorporation
of the Corporation was duly adopted in accordance with the provisions of GCL
Section 242, having been adopted pursuant to the written consent of the
Corporation's sole stockholder.
SECOND: The Corporation's Certificate of Incorporation has been
amended as follows
Striking out the whole of Article FIRST as it now exists and insetting in
lieu thereof a new Article FIRST, reading as follows.
"FIRST: The name of the Corporation (the "Corporation") is Spice
International, Inc."
IN WITNESS WHEREOF, the undersigned, an officer of the Corporation, has
duly executed this Certificate of Amendment on this 26 day of November, 1996.
PAY-PER-VIEW INTERNATIONAL, INC.
By: /s/ J. Roger Faherty
------------------------------
Name: J. Roger Faherty
Title: Chief Executive Officer
<Page>
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
Spice International, 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 The 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 Spice International, Inc. adopted the following
resolution on July 29, 1999.
Resolved, that the registered office of The Prentice-Hall Corporation
System, 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, Spice International, Inc. has caused this statement
to be signed by Howard Shapiro, its Vice President and Secretary, this 3rd day
of August, 1999.
/s/ Howard Shapiro
----------------------------------
Howard Shapiro
Vice President and Secretary