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Exhibit 3.43
CERTIFICATE OF INCORPORATION
OF
PLAYBOY BOOK CLUB, INC.
* * * * *
1. The name of the corporation is PLAYBOY BOOK CLUB, 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:
To publish, produce, distribute and sell books prints, publications and
other printed matter of all kinds.
To engage in any lawful act or activity for which corporations may be
organized under 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, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
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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 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 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
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powers 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 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 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 two hundred and fifty (250) shares of Common Stock and the
par value of 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 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 more of them as he may see fit.
5A. The name and mailing address of each incorporator 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
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5B. 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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NAME MAILING ADDRESS
---- ---------------
Lance Hooper 919 North Michigan Avenue
Chicago, Illinois 60611
Glenn Hefner 919 North Michigan Avenue
Chicago, Illinois 60611
Robert S. Preuss 919 North Michigan Avenue
Chicago, Illinois 60611
</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.
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.
By a majority of 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 of 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 may exercise all the powers
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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
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 accordance with statute, 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 the 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. 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
fact 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
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is taken, and if such fact shall be so disclosed or known, any director of this
corporation so related or otherwise interested may 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 or 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 person 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 may 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 time by the
board of directors or in the 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.
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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 14th day of September, 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 14th day of September, 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/ Johanna Mcmalley
--------------------------
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 BOOK CLUB, INC.
2. The registered office of the corporation within the State of
Delaware is hereby changed to 229 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
-----------------------------
William H. Klein
Vice President
Attest:
/s/ Howard Shapiro
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Howard Shapiro
Asst. Secretary
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CERTIFICATE OF AMENDMENT 877244070
FILED
OF 12:30 PM
SEP 1 1987
CERTIFICATE OF INCORPORATION /s/ MICHAEL [H ]
SECRETARY OF STATE
OF --------------------
PLAYBOY BOOK CLUB, INC.
PLAYBOY BOOK CLUB, 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 August 18, 1987, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending proposed
amendments 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 Articles 1. and 3. and by deleting
Article 9. and inserting in lieu thereof a new Article 9., which
Articles shall read in their entirety as follows:
"1. The name of the corporation is The Fashion Licensing Group,
Inc.
3. The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the
Delaware General Corporation Law.
9. 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
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 an improper personal
benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this article to
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authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of
the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the time of
such repeal or modification."
SECOND: Thereafter the foregoing proposed amendments were 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.
THIRD: The foregoing amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, PLAYBOY BOOK CLUB, INC. has caused this Certificate of
Amendment to be duly executed this 19th day of August, 1987.
PLAYBOY BOOK CLUB, INC.
By /s/ Howard Shapiro
---------------------------
Howard Shapiro
Vice President
ATTEST:
/s/ Dale C. Gordon
- --------------------------
Dale C. Gordon
Secretary
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CERTIFICATE OF AMENDMENT 877258040
--------------------
OF FILED
12:20 PM
CERTIFICATE OF INCORPORATION SEP 15 1987
/s/ MICHAEL [H ]
OF SECRETARY OF STATE
--------------------
THE FASHION LICENSING GROUP, INC.
THE FASHION LICENSING GROUP, 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 September 14, 1987, 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. The name of the corporation is Licensing Unlimited, Inc."
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 Laws of the State of Delaware.
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, THE FASHION LICENSING GROUP, INC. has caused this
Certificate of Amendment to be duly executed this 14th day of September, 1987.
THE FASHION LICENSING GROUP, INC.
By /s/ Howard Shapiro
---------------------------
Howard Shapiro
Vice President
ATTEST:
/s/ Dale C. Gordon
- --------------------------
Dale C. Gordon
Secretary
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CERTIFICATE OF AMENDMENT 909024909
--------------------
OF FILED
9AM
CERTIFICATE OF INCORPORATION JAN 24 1998
/s/ MICHAEL H[ ]
OF SECRETARY OF STATE
--------------------
LICENSING UNLIMITED, INC.
LICENSING UNLIMITED, 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 January 22, 1990, 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. The name of the corporation is Lifestyle Brands, Ltd."
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.
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, LICENSING UNLIMITED, INC. has caused this Certificate
of Amendment to be duly executed this 22nd day of January, 1990.
LICENSING UNLIMITED, INC.
By /s/ Howard Shapiro
---------------------------
Howard Shapiro
Vice President
ATTEST:
/s/ Dale C. Gordon
- --------------------------
Dale C. Gordon
Secretary
2
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
Lifestyle Brands, 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 Lifestyle Brands, Ltd. adopted the following
resolution on the 20th day of May , 1994.
Resolved, that the registered office of Lifestyle Brands, 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.
IN WITNESS WHEREOF, Lifestyle Brands, Ltd. has caused this statement to be
signed by Howard Shapiro , its Vice President , and attested by Irma Villarreal,
its Secretary this
20th day of May 1994
By /s/ Howard Shapiro
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Howard Shapiro, Vice President
ATTEST:
By /s/ Irma Villarreal
--------------------------
Irma Villarreal, Secretary