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Exhibit 3.39
CERTIFICATE OF INCORPORATION
OF
PLAYBOY CRUISE GAMING, INC.
*****
1. The name of the Corporation is Playboy Cruise Gaming, Inc.
2. The address of its registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange 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:
Gaming Boats
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, rights, 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, copyrights, trademarks and trade names, relating to
or useful is 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, choses 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 privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all
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acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.
To borrow or raise money 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 of 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 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
situated, 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 power and 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 clauses shall, except
where otherwise express, 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 business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.
4. The total number of shares of stock which the corporation shall have
authority to issue is:
1,000 shares of common stock par value of $1.00 per share.
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 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 by him, and he may cast all of such votes for
a single director or may distribute them among the numbers to be voted for, or
for any two or more of them as he may see fit.
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5. The name and mailing address of each incorporator is as follows:
<Table>
<Caption>
NAME MAILING ADDRESS
---- ---------------
Playboy Gaming International, Ltd. 680 N. Lake Shore Drive
Chicago, Illinois 60611
</Table>
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:
<Table>
<Caption>
NAME MAILING ADDRESS
---- ---------------
Howard Shapiro 680 N. Lake Shore Drive
Chicago, Illinois 60611
Christie Hefner 680 N. Lake Shore Drive
Chicago, Illinois 60611
</Table>
6. The corporation is to have a 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.
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 was created.
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 of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members 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 may 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
requite it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or
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matter expressly required by the Delaware General Corporation Law to be
submitted to stockholders for approval or (ii) adopting, amending or repealing
any by-law of the corporation.
When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may 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 best interests of the corporation.
8. Elections of directors need not be by written ballot unless the by-laws of
the corporations so provide.
Meetings of stockholders may be held with 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 time by the board of directors
or in the by-laws of the corporation.
Whenever a compromise or arrangement 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 of 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 or of 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.
9. 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.
10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its
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stockholders (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper benefit.
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 June,1998.
PLAYBOY GAMING INTERNATIONAL, LTD.
By: /s/ Howard Shapiro
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Howard Shapiro
Senior Vice President and Secretary
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SHORT FORM
CERTIFICATE OF DISSOLUTION
PURSUANT TO SECTIONS 275 AND 391 (a) (5) (ii)
11. Name of Corporation; PLAYBOY CRUISE GAMING, INC.
12. The Corporation has no assets and has ceased transacting business.
13. The Corporation, for each year since its incorporation in this State, has
been required to pay only the minimum franchise tax then prescribed by
Section 503 of the General Corporation Law of the State of Delaware.
14. The Corporation has paid all franchise taxes and fees due to or assessable
by this State through the end of the year in which the certificate of
dissolution is filed.
15. The dissolution has been authorized by the Board of Directors and
stockholders or by unanimous consent of stockholders on November 2, 1998
16. The names and addresses of the directors and officers of the Corporation
are as follows:
<Table>
<Caption>
Name Title Address
Christie Hefner Director 680 N. Lake Shore Drive, Chicago, 60611
Director/Vice President
Howard Shapiro Secretary 680 N. Lake Shore Drive, Chicago, 60611
Garry Saunders President 680 N. Lake Shore Drive, Chicago, 60611
Assistant Secretary/
Robert Campbell Treasurer 680 N. Lake Shore Drive, Chicago, 60611
Vice President/
Linda Havard Assistant Treasurer 680 N. Lake Shore Drive, Chicago, 60611
</Table>
17. The signatory hereto acknowledges the above statements to be true.
By: /s/ Howard Shapiro
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Howard Shapiro
Senior Vice President and Secretary
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CERTIFICATE OF REVOCATION
OF
VOLUNTARY DISSOLUTION PROCEEDINGS
Playboy Cruise Gaming, Inc., a corporation organized under the General
Corporation Law of the State of Delaware, the Certificate of Dissolution of
which was filed in the office of the Secretary of State of Delaware on the 2nd
day of November 1998
DOES HEREBY CERTIFY:
1. The name of the corporation is Playboy Cruise Gaming, Inc.
2. The names and respective addresses of its officers are:
<Table>
<Caption>
Name Address
---- -------
Garry Saunders 680 N. Lake Shore Drive
Chicago, Illinois 60611
Howard Shapiro 680 N. Lake Shore Drive
Chicago, Illinois 60611
Robert Campbell 680 N. Lake Shore Drive
Chicago, Illinois 60611
Linda Havard 680 N. Lake Shore Drive
Chicago, Illinois 60611
</Table>
3. The names and respective addresses of its directors are:
<Table>
<Caption>
Name Address
---- -------
Christie Hefner 680 N. Lake Shore Drive
Chicago, Illinois 60611
Howard Shapiro 680 N. Lake Shore Drive
Chicago, Illinois 60611
</Table>
4. That, in lieu of a meeting and vote of stockholders, the stockholders have
given their written consent to the revocation in accordance with Section
228 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, said Playboy Cruise Gaming, Inc. has caused this
Certificate to be signed by Howard Shapiro, its Vice President and Secretary
this 4th day of May, 1999.
PLAYBOY CRUISE GAMING, INC.
By: /s/ Howard Shapiro
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Howard Shapiro
Senior Vice President and Secretary
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