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Exhibit 3.37
CERTIFICATE OF INCORPORATION
OF
PLAYBOY GREETINGS, INC.
* * * * *
1. The name of the corporation is
PLAYBOY GREETINGS, INC.
2. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is:
Printing, creation, selling and distribution of greeting cards,
stationary a,;4 office supplies.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, riots, assets and property, and to undertake or assume
the whole or any part of the obligations or liabilities of any person, firm,
association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes,
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copyrights, trade-marks and trade names, relating to or useful in connection
with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange,; transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, chosen in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privilege of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or
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otherwise dispose of such bonds or other obligations of the corporation for its
corporate purposes.
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own; hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situates and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.
In general, to possess and exercise all the powers and privileges
granted by the General Corporation law of Delaware or by any other law of
Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers end privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.
The business and purposes specified in the foregoing c pauses shell,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the term of any other clause in this
certificate of incorporation, but the business and purposes specified in each or
the foregoing clauses of this article shall be regaled as independent business
and purposes.
4. The total number of shares of stock which the corporation shall
have authority to issue is two hundred and fifty (250) shares of Common Stock
and the par value or each of such shares is Two Hundred Dollars ($200.00)
amounting in the aggregate to Fifty Thousand Dollars ($50,000.00).
At all elections of directors of the corporation, each stockholder
shall be entitled to as many votes as shall equal the number of votes which
(except for such
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provision as to cumulative voting) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by the number of
directors to be elected, and he may cast all of such votes for a single director
or may distribute them among the number to be voted for, or for any two or swore
of them as he say see fit.
5. A. The name and mailing address of each incorporation is as
follows:
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NAME MAILING ADDRESS
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B. J. Consono 100 West Tenth Street
Wilmington, Delaware
F. J. Obara, Jr. 100 West Tenth Street
Wilmington, Delaware
J. L. Rivera 100 West Tenth Street
Wilmington, Delaware
</Table>
5. B. The name and mailing address of each person, who is to serve
as a director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
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<Caption>
NAME MAILING ADDRESS
---- ---------------
Hugh M. Hefner 919 North Michigan Avenue
Chicago, Illinois 50611
Glenn Hefner 919 North Michigan Avenue
Chicago, Illinois 50611
Robert S. Preuss 919 North Michigan Avenue
Chicago, Illinois 50611
</Table>
6. The corporation is to have perpetual existence
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
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To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it web created.
By a majority or the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a member or a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and say exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or by-laws, expressly, so
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provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in y; accordance with
statute, to sell, lease or exchange all or substantially all of the property and
assets or the corporation, including its good will and its corporate franchises,
upon such terns and conditions and for such consideration, which away consist in
whole or in part of money or property including shares of stock in and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the beat interests of the corporation.
8. No contract or other transaction between the corporation and any
person, firm, association or corporation and no other act of this corporation
shall, in the absence of fraud, be invalidated or in any way affected by the
feat that any of the directors of the corporation are, directly or indirectly,
pecuniarily or otherwise interested in such contract, transaction or other act
or related to or interested in such person, firm, association or corporation as
director, stockholder, officer, employee, member or otherwise. Any director of
the corporation individually, or any firm or association of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the corporation, provided that the
fact that he individually or such firm or association is so interested shall be
disclosed or known to the board of directors or a majority of such members
thereof as shall be present at any meeting of the board of directors, or of any
committee of directors having the powers of the full board, at which action upon
any such contract, transaction or other act is taken, and if such fact shall be
so disclosed or known, any director of this corporation
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so related or otherwise interested rosy be counted in determining the presence
of a quorum at any meeting of the board of directors or of such committee at
which action upon any such contract, transaction or act shall be taken and may
vote thereat with respect to such action with like force and effect as if he
were not so related or interested. Any director of the corporation may vote upon
any contract or (other transaction between the corporation and any subsidiary
for affiliated corporation without regard to the fact that he is also a director
of such subsidiary or affiliated corporation.
9. The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any parson who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders, or otherwise.
10. Meetings of stockholders my be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to tune by the
board of directors or in the
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by-laws of the corporation. Elections of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.
11. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators 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 our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 24th day of
August 1970.
/s/ B. J. Consono
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/s/ F. J. Obara, Jr.
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/s/ J. L. Rivera
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STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 24th day of August, 1970, personally
came before me, a Notary Public for the State of Delaware, B. J. Consono, F.
J.Obara, Jr. and J. L. Rivera, all of the parties, to the foregoing certificate
of incorporation, known to me personally to be such, and severally acknowledged
the said certificate to be the act and deed of the signers respectively and that
the facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ [illegible]
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Notary Public
[SEAL]
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
PLAYBOY GREETINGS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by unanimous
consent of its members, filed with the minutes of the meetings of the Board of
Directors, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
IT IS HEREBY RESOLVED, that the Certificate of Incorporation of PLAYBOY
GREETINGS, INC. be amended by changing the Article thereof numbered "FIRST"
so that, as amended, said Article shall be and read as follows:
The name of the corporation is
PLAYBOY SALES, INC.
FURTHER RESOLVED, that the Certificate of Incorporation of PLAYBOY
GREETINGS, INC. be amended by changing the Article thereof numbered "THIRD"
so that, as amended, said Article shall be and read as follows:
THIRD, the nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To create, institute and lay out business and sales procedures for the
conduct of business enterprises, to furnish the services of managers,
technicians, supervisors, salesmen and other types and kind of personnel
required to manage, administer, sell and operate the business or property
of any person, partnership or corporation.
To aid and instruct others to more efficiently conduct business
operations, to institute office, business and sales procedures and in
general to furnish managerial, administrative, sales and supervisory talent
and services through business enterprises.
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To engage in the business of advisers, consultants, managers and sales
agents in all branches of business, and to contract for, acquire, plan,
superintend, manage, operate, cooperate with, and assist in the maintenance
and operation of business enterprises of any and every kind; and to own,
operate, manage, assist, finance, supervise and otherwise deal with
corporations, associations, business, financial and other enterprises of
all kinds.
To compile and disseminate information, data and advice in respect to
matters of a commercial, statistical and business nature; to enter into
agreements with any corporation, association, individual, or enterprise in
promoting, advising, consulting with, and maintaining and operating any
business enterprise; and to aid and assist in any manner any corporation,
association or organization with which this company may have business
relations.
To purchase, or otherwise acquire, invest in, own, sell, assign,
transfer or otherwise dispose of, trade, deal in and deal with goods, wares
and personal property of every class and description as merchants,
wholesale and retail, consignees, assignees, importers and exporters.
To purchase or otherwise acquire, hold, own, mortgage, sell, convey or
otherwise dispose of, real property of every class and description in any
of the States, Districts or Territories of the United States, and in any
and all foreign countries.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the
State of Delaware, and to do any or all of the things hereinbefore set
forth to the same extent as natural persons might or could do.
The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
Certificate of Incorporation, but the objects and purposes specified in
each of the foregoing clauses of this article shall be regarded as
independent objects and purposes.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of Delaware.
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THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of Delaware.
FOURTH: That said amendment does not effect any change in the issued
shares of said corporation.
IN WITNESS WHEREOF, said PLAYBOY GREETINGS, INC. has caused its
corporate seal to be hereunto affixed arid this Certificate to be signed by
Glenn L. Hefner, a Vice President, and Robert S. Preuss, its Secretary, this
20th day of July, 1971.
PLAYBOY GREETINGS, INC.
By /s/ Glenn L. Hefner
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Vice President
ATTEST:
/s/ Robert S. Preuss
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Secretary
STATE OF ILLINOIS)
)
COUNTY OF COOK )
BE IT REMEMBERED that on this 20th day of July 1971, personally came
before me, a Notary Public in and for the County and State aforesaid, Glenn L.
Hefner, Vice President, and Robert S. Preuss, Secretary, of PLAYBOY GREETINGS,
INC., a corporation of the State of Delaware, and they duly executed said
Certificate before me and severally acknowledged the said Certificate to be
their act and deed and the act and deed of said corporation and the facts stated
therein are true that the signatures
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of the said officers are in the handwriting of each of said officers
respectively; and that the seal affixed to said Certificate is the common or
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ Gilbert S. Simon
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Notary Public
[SEAL]
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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 PLAYBOY SALES, INC.
2. The registered office of the corporation within the State of
Delaware is hereby changed to 223 South State Street, 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 February 18, 1977.
/s/ William H. Klein
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William H. Klein, Vice-President
ATTEST:
/s/ Howard Shapiro
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Howard Shapiro, Asst.-Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PLAYBOY SALES, INC.
PLAYBOY SALES, INC., a Delaware corporation (the "Corporation"),
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:
FIRST: On July 1, 1993, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending a proposed
amendment to the Certificate of Incorporation of the Corporation:
RESOLVED, that the Board of Directors deems it advisable, and the
Board hereby recommends, that the Certificate of Incorporation of the
Corporation be amended by amending Article 1., which Article shall read in
its entirety as follows:
"1. FIRST. The name of the corporation is Playboy Gaming
International, Ltd."
2. SECOND: Thereafter the foregoing proposed amendment was approved
by the written consent of the sole stockholder of the Corporation pursuant
to Section 228 of the General Corporation Law of the State of Delaware.
3. THIRD: The foregoing amendment was duty adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
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IN WITNESS WHEREOF, PLAYBOY SALES, INC. has caused this Certificate of
Amendment to be duly executed this 1st day of July, 1993.
PLAYBOY SALES, INC.
(a Delaware corporation)
/s/ Howard Shapiro
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Howard Shapiro
Vice President and
Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PLAYBOY GAMING INTERNATIONAL, LTD.
PLAYBOY GAMING INTERNATIONAL, LTD., a Delaware corporation (the
"Corporation"), pursuant to Section 242 of the General Corporation Law of the
State of Delaware, hereby certifies that:
1. FIRST: On October 12, 1993, the Board of Directors of the
Corporation adopted the following resolution setting forth and recommending a
proposed amendment to the Certificate of Incorporation of the Corporation:
RESOLVED, that the Board of Directors deems it advisable, end the
Board hereby recommends, that the Certificate of incorporation of the
Corporation be amended by amending Article 3., which Article shall read in
its entirety as follows:
'To transact any and all lawful business for which a Corporation may
be organized under the Delaware General Corporation Law."
2. SECOND: Thereafter the foregoing proposed amendment was approved
by the written consent of the sole stockholder of the Corporation pursuant to
Section 228 of' the General Corporation Law of the State of Delaware.
3. THIRD: The foregoing amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
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IN WITNESS WHEREOF, PLAYBOY GAMING INTERNATIONAL, LTD. has caused this
Certificate of Amendment to be duly executed this 12th day of October, 1993.
PLAYBOY SALES, INC.
(a Delaware corporation)
/s/ Howard Shapiro
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Howard Shapiro
Vice President and
Assistant Secretary
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Playboy Gaming International, Ltd. 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., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.
The Board of Directors of Playboy Gaming International, Ltd. adopted
the following resolution on the 20th day of May, 1994.
Resolved, that the registered office of Playboy Gaining International,
Ltd. 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 register 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.
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IN WITNESS WHEREOF, Playboy Gaming International, Ltd. has caused this
statement to be signed by Howard Shapiro, its Senior Vice President attested by
Irma Villarreal, its Secretary this 20th day of May, 1994.
By /s/ Howard Shapiro
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Howard Shapiro, Senior Vice President
ATTEST:
By /s/ Irma Villarreal
--------------------------------
Irma Villarreal, Secretary
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