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Exhibit 3.75
CERTIFICATE OF INCORPORATION
OF
PLAYBOY VIDEO ENTERPRISES, 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 the corporation (hereinafter called the "Corporation")
is Playboy Video Enterprises, 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; 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 the purposes to be conducted and
promoted by the Corporation, which shall be in addition to the authority of the
Corporation 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, are as follows:
To distribute, 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, including video programming, 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 its property and assets, or any interest therein, wherever
situated.
To engage generally in the real estate business as
principal, agent, broker, and in any lawful capacity, and
generally to take, lease, purchase, or otherwise acquire, and to
own, use, hold, sell, convey, exchange, lease, mortgage, work,
clear, improve, develop, divide, and otherwise handle, manage,
operate, deal in and dispose of real estate, real property,
lands, multiple-dwelling structures, houses, buildings and other
works and any interest or right therein; to take, lease, purchase
or otherwise acquire, and to own, use, hold, sell, convey,
exchange, hire, lease, pledge, mortgage, and otherwise handle,
and deal in and dispose of, as principal, agent broker, and in
any lawful capacity, such personal property, chattels, chattels
real, rights, easements, privileges, choses in action, notes,
bonds, mortgages, and securities as may lawfully be acquired,
held, or disposed of; and to acquire, purchase, sell, assign,
transfer, dispose of, and
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generally deal in and with as principal, agent, broker, and in
any lawful capacity, mortgages and other interests in real,
personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management
business as principal, agent, representative, contractor,
subcontractor, and in any other lawful capacity.
To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent,
manufacture, fabricate, assemble, install, service, maintain,
alter, buy, sell, import, export, license as licensor or
licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of,
acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect of, and
generally deal in and with, at wholesale and retail, as
principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber,
advisor, and in any other lawful capacity, goods, wares,
merchandise, commodities, and unimproved, improved, finished,
processed, and other real, personal, and mixed property of any
and all kinds, together with the components, resultants, and
by-products thereof.
To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own,
use, operate, develop, enjoy, turn to account, grant licenses and
immunities in respect of, manufacture under and to introduce,
sell, assign, mortgage, pledge or otherwise dispose of, and, in
any manner deal with and contract with reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trademarks, trade
names, trade symbols and other indications of origin and
ownership granted by or recognized under the laws of the
United States of America, the District of Columbia, any
state or subdivision thereof, and any commonwealth,
territory, possession, dependency, colony, possession,
agency or instrumentality of the United States of America
and of any foreign country, and all rights connected
therewith or appertaining thereunto;
(c) franchises, licenses, grants and concessions.
To guarantee, purchase, take, receive, subscribe for, and
otherwise acquire, own, hold, use, and otherwise employ, sell,
lease, exchange, transfer, and otherwise dispose of, mortgage,
lend, pledge, and otherwise deal in and with, securities (which
term, for the purpose of this Article
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THIRD, includes, without limitation of the generality thereof,
any shares of stock, bonds, debentures, notes, mortgages, other
obligations, and any certificates, receipts or other instruments
representing rights to receive, purchase or subscribe for the
same, or representing any other rights or interests therein or in
any property or assets) of any persons, domestic and foreign
firms, associations, and corporations, and by any government or
agency or instrumentality thereof; to make payment therefor in
any lawful manner; and, while owner of any such securities, to
exercise any and all rights, powers and privileges in respect
thereof, including the right to vote.
To make, enter into, perform and carry out contracts of
every kind and description with any person, firm, association,
corporation or government or agency or instrumentality thereof.
To acquire by purchase, exchange or otherwise, all, or any
part of, or any interest in, the properties, assets, business and
goodwill of any one or more persons, firms, associations or
corporations heretofore or hereafter engaged in any business, for
which a corporation may now or hereafter be organized under the
laws of the State of Delaware; to pay for the same in cash,
property or its own or other securities; to hold, operate,
reorganize, liquidate, sell or in any manner dispose of the whole
or any part thereof: and in connection therewith, to assume or
guarantee performance of any liabilities, obligations or
contracts of such persons, firms, associations or corporations,
and to conduct the whole or any part of any business thus
acquired.
To lend money in furtherance of its corporate purposes and
to invest and reinvest its funds from time to time to such
extent, to such persons, firms, associations, corporations,
governments or agencies or instrumentalities thereof, and on such
terms and on such security, if any, as the Board of Directors of
the Corporation may determine.
To make contracts of guaranty and suretyship of all kinds
and endorse or guarantee the payment of principal, interest or
dividends upon, and to guarantee the performance of sinking fund
or other obligations of, any securities, and to guarantee in any
way permitted by law the performance of any of the contracts or
other undertakings in which the Corporation may otherwise be or
become interested, of any persons, firm, association,
corporation, government or agency or instrumentality thereof, or
of any other combination, organization or entity whatsoever.
To borrow money without limit as to amount and at such rates
of interest as it may determine; from time to time to issue and
sell its own securities, including its shares of stock, notes,
bonds, debentures, and other obligations, in such amounts, on
such terms and conditions, for such purposes and for such prices,
now or hereafter permitted by the laws of the State of Delaware
and by this Certificate of Incorporation, as the Board of
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Directors of the Corporation may determine; and to secure any of
its obligations by mortgage, pledge or other encumbrance of all
or any of its property, franchises and income.
To be a promoter or manager of other corporations of any
type or kind; and to participate with others in any corporation,
partnership, limited partnership, joint venture, or other
association of any kind, or in any transaction, undertaking or
arrangement which the Corporation would have power to conduct by
itself, whether or not such participation involves sharing or
delegation of control with or to others.
To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments and
evidences of indebtedness whether secured by mortgage or
otherwise, as well as to secure the same by mortgage or
otherwise, so far as may be permitted by the laws of the State of
Delaware.
To purchase, receive, take, reacquire or otherwise acquire,
own and hold, sell, lend, exchange, reissue, transfer or
otherwise dispose of, pledge, use, cancel, and otherwise deal in
and with its own shares and its other securities from time to
time to such an extent and in such manner and upon such terms as
the Board of Directors of the Corporation shall determine;
provided that the Corporation shall not use its funds or property
for the purchase of its own shares of capital stock when its
capital is impaired or when such use would cause any impairment
of its capital, except to the extent permitted by law.
To organize, as an incorporator, or cause to be organized
under the laws of the State of Delaware, or of any other State of
the United States of America, or of the District of Columbia, or
of any commonwealth, territory, dependency, colony, possession,
agency, or instrumentality of the United States of America, or of
any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for
which corporations may be organized, and to dissolve, wind up,
liquidate, merge or consolidate any such corporation or
corporations or to cause the same to be dissolved, wound up,
liquidated, merged or consolidated.
To conduct its business, promote its purposes, and carry on
its operations in any and all of its branches and maintain
offices both within and without the State of Delaware, in any and
all States of the Untied States of America, in the District of
Columbia, and in any or all commonwealths, territories,
dependencies, colonies, possessions, agencies, or
instrumentalities of the United States of America and of foreign
governments.
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To promote and exercise all or any part of the foregoing
purposes and powers in any and all parts of the world, and to
conduct its business in all or any of its branches as principal,
agent, broker, factor, contractor, and in any other lawful
capacity, either alone or through or in conjunction with any
corporations, associations, partnerships, firms, trustees,
syndicates, individuals, organizations, and other entities in any
part of the world, and, in conducting its business and promoting
any of its purposes, to maintain offices, branches and agencies
in any part of the world, to make and perform any contracts and
to do any acts and things, and to carry on any business, and to
exercise any powers and privileges suitable, convenient, or
proper for the conduct, promotion, and attainment of any of the
business and purposes herein specified or which at any time may
be incidental thereto or may appear conducive to or expedient for
the accomplishment of any of such business and purposes and which
might be engaged in or carried on by a corporation incorporated
or organized under the General Corporation Law of the State of
Delaware, and to have and exercise all of the powers conferred by
the laws of the State of Delaware upon corporations incorporated
or organized under the General Corporation Law of the State of
Delaware.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific purposes
and powers shall not be held to limit or restrict in any manner
the purposes and powers of the Corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no way limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of this Certificate of Incorporation;
provided, that the Corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the
Corporation may not lawfully conduct, promote, or exercise.
FOURTH. The total number of shares of stock which the Corporation
shall have authority to issue is 1,000. The par value of each of such shares is
$1.00. All such shares are of one class and are shares of Common Stock.
Each share of stock of the Corporation shall entitle the holder
thereof to a preemptive right, for a period of thirty days, to subscribe for,
purchase, or otherwise acquire any shares of stock of the same class of the
Corporation or any equity and/or voting shares of stock of any class of the
Corporation which the corporation proposes to issue or any rights or options
which the Corporation proposes to grant for the purchase of shares of stock of
the same class of the Corporation or of equity and/or voting shares of any class
of stock of the Corporation or for the purchase of any shares of stocks, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of stock of the same class of the Corporation or equity
and/or voting shares of stock of any
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class of the corporation, whether now or hereafter authorized or created,
whether having unissued or treasure status, and whether the proposed issue,
reissue, transfers or grant is for cash, property, or any other lawful
consideration; and after the expiration of said thirty days, any and all of such
shares of stock, rights, options, bonds, securities or obligations of the
Corporation may be issued, reissued, transferred, or granted by the Board of
Directors, as the case may be, to such persons, firms, corporations and
associations, and for such lawful consideration, and on such terms, as the Board
of Directors in its discretion may determine. As used herein, the terms "equity
shares" and "voting shares" shall mean, respectively, shares of stock which
confer unlimited dividend rights and shares of stock which confer unlimited
voting rights in the election of one or more directors.
FIFTH. The name and the mailing address of the incorporator are as
follows:
Name Mailing Address
---- ---------------
Dale C. Gordon 680 North Lake Shore Drive
Chicago, Illinois 60611
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 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 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. For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
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1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of
Directors. The number of directors which shall constitute the
whole Board of Directors shall be fixed by, or in the manner
provided in, the Bylaws. The phrase "whole Board" and the phrase
"total number of directors" shall be deemed to have the same
meaning, to wit, the total number of directors which the
Corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other Bylaws of the Corporation
have been adopted, amended, or repealed, as the case may be, in
accordance with the provisions of Section 109 of the General
Corporation Law of the State of Delaware, and, after the
Corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal the Bylaws of the Corporation
may be exercised by the Board of Directors of the Corporation;
provided, however, that any provision for the classification of
directors of the Corporation for staggered terms pursuant to the
provisions of subsection (d) of Section 141 of the General
Corporation Law of the State of Delaware shall be set forth in an
initial Bylaw or in a Bylaw adopted by the stockholders entitled
to vote of the Corporation unless provisions for such
classification shall be set forth in this Certificate of
Incorporation.
3. Whenever the Corporation shall be authorized to issue
only one class of stock, each outstanding share shall entitle the
holder thereof to notice of, and the right to vote at, any
meeting of stockholders. Whenever the Corporation shall be
authorized to issue more than one class of stock, no outstanding
share of any class of stock which is denied voting power under
the provisions of the Certificate of Incorporation shall entitle
the holder thereof to the right to vote at any meeting of
stockholders except as the provisions of Paragraph (c) (2) of
Section 242 of the General Corporation Law of the State of
Delaware shall otherwise require; provided, that no share of any
such class which is otherwise denied voting power shall entitle
the holder thereof to vote upon the increase or decrease in the
number of authorized shares of said class.
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, 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, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
TENTH. Directors shall not be personally liable to the Corporation or
its stockholders for monetary damages for breaches of fiduciary duty as a
Director, except
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for liability (i) for 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.
ELEVENTH. From time to time any of the provisions of this Certificate
of Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on November 29, 1989
/s/ Dale C. Gordon
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Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PLAYBOY VIDEO ENTERPRISES, INC.
IMCO, 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 2, 1992, 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
Entertainment Group, 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 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, PLAYBOY VIDEO ENTERPRISES, INC. has caused this
Certificate of Amendment to be duly executed this 2nd day of July, 1992.
PLAYBOY VIDEO ENTERPRISES, INC.
(a Delaware corporation)
By: /s/ Dale Gordon
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Dale Gordon
Vice President
ATTEST:
/s/ Howard Shapiro
- ----------------------------
Howard Shapiro
Assistant Secretary
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
Playboy Entertainment Group, 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., 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 Entertainment Group, Inc. adopted the
following resolution on the 20th day of May, 1994.
Resolved, that the registered office of Playboy
Entertainment Group, 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 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, Playboy Entertainment Group, Inc,3 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
(DEL. - 264 - 5/14/90)
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CERTIFICATE OF CORRECTION
FILED TO CORRECT A CERTAIN ERROR IN
THE CERTIFICATE OF AMENDMENT OF
PLAYBOY ENTERTAINMENT GROUP INC.
FILED IN THE OFFICE OF
THE SECRETARY OF STATE OF DELAWARE
ON JULY 7, 1992
PLAYBOY ENTERTAINMENT GROUP, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Playboy Entertainment Group, Inc.
2. That a Certificate of Amendment of Certificate of Incorporation of Playboy
Video Enterprises, Inc. was filed by the Secretary of State of Delaware on
July 7, 1992 and that said Certificate requires correction as permitted by
Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as follows:
The first paragraph of said Certificate inaccurately reflects the name of
the Corporation as Imco, Inc. Such inaccuracy must be revised to reflect
that the name of the Corporation was Playboy Video Enterprises, Inc.
IN WITNESS WHEREOF, said Playboy Entertainment Group, Inc. has caused
this Certificate to be signed by Howard Shapiro, its Vice President and
Secretary this July 1, 1999.
PLAYBOY ENTERTAINMENT GROUP, INC.
By: /s/ Howard Shapiro
-------------------------------
Howard Shapiro
Vice President and Secretary