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Exhibit 3.79
CERTIFICATE OF INCORPORATION
OF
IMCO, INC.
* * * * *
FIRST. The name of the corporation is
IMCO, INC.
SECOND. Its principal office in the State of Delaware is located at No. 100
West Tenth Street, in the City of Wilmington, County of New Castle. The name and
address of its resident agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington 99, Delaware.
THIRD. The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:
To engage in the business of advisers, consultants, and managers 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
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manner any corporation, association or organization with which this company may
have business relations.
To act as procurement agents in acquiring materials and supplies for both
foreign and domestic businesses of every kind and character.
To create, institute and layout business procedure for the conduct of
business enterprises, to furnish the services of managers, technicians,
supervisors and other types and kind of personnel required to manage and
administer the business or property of any person, partnership or corporation.
To aid and instruct others to more efficiently conduct business operations,
to institute office and business procedure and in general to furnish managerial,
administrative and supervisory talent and services through business enterprises.
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 thereof, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.
To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency 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 loan to any person, firm or corporation any of its surplus funds, either
with or without security.
To purchase, hold, sell and transfer the shares of its own capital stock;
provided it shall not use its funds or property for the purchase of its own
shares of capital stock when such use would cause any impairment of its capital
except as otherwise permitted by law, and provided further that shares of its
own capital stock belonging to it shall not be voted upon directly or
indirectly.
To have one or more offices, to carry on all or any of its operations and
business and without restriction or limit as to amount to purchase or otherwise
acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and
personal property of every class and description in any of the states,
districts, territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.
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 tings 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
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purposes specified in each of the foregoing clauses of this article shall be
regarded as independent objects and purposes.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is five hundred (500) and the par value of each of such
shares is One Hundred Dollars ($100.00) 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, which right when exercised, shall be
termed cumulative voting.
FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).
SIXTH. The names and places of residence of the incorporators are as
follows:
NAMES RESIDENCES
----- ----------
S. H. Livesay Wilmington, Delaware
F. J. Obara, Jr. Wilmington, Delaware
S. J. Consono Wilmington, Delaware
SEVENTH. The corporation is to have perpetual existence.
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EIGHTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
NINTH. 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 resolution passed by a majority of the whole board, to designate one or
more committees, each committee to consist of two or more of the directors of
the corporation, which, to the extent provided in the resolution or in the
by-laws of the corporation, shall have and may exercise the power 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. Such committee or committees shall have such name or names as
may be stated in the by-laws of the corporation or as may be determined from
time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose, or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding to sell,
lease or exchange all of the property and assets of the corporation, including
its good will and its corporate
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franchises, upon such terms and conditions and for such consideration, which may
be in whole or in part 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.
TENTH. 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 or 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 2.9 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.
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ELEVENTH. In the absence of fraud, no contract or other transaction between
this corporation and any other corporation or any partnership or association
shall be affected or invalidated by the fact that any director or officer of
this corporation is pecuniarily or otherwise interested in or is a director,
member or officer of such other corporation or of such firm, association or
partnership or is a party to or is pecuniarily or otherwise interested in such
contract or other transaction or in any way connected with any person or
persons, firm, association, partnership or corporation percuniarily or otherwise
interested therein; any director may be counted in determining the existence of
a quorum at any meeting of the board of directors of this corporation for the
purpose of authorizing any such contract or transaction with like force and
effect as if he were not so interested, or were not a director, member or
officer of such other corporation, firm, association or partnership.
TWELFTH. 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 stork 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
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exclusive of any other rights to which those indemnified may be entitled, under
any by-law, agreement, vote of stockholders, or otherwise.
THIRTEENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so 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 ballot unless the by-laws of the corporation shall so provide.
FOURTEENTH. 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 presented by statue, 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 propose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set our hands and seals this 22nd day of December A.D. 1965.
/s/ S. H. Livesay SEAL)
----------------------------
/s/ F. J. Obara, Jr. (SEAL)
----------------------------
/s/ B. J. Consono (SEAL)
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STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 22nd day of December A.D. 1965, personally
and before me, a Notary Public for the State of Delaware, S.H. Livesay, F.J.
Obara, Jr. and B.J. Consono all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
same certificate to be the act and deed of the signers respective and that the
facts therein stated are truly set forth.
GIVEN under my hand and seal of the office the day and year aforesaid.
/s/ A. Dana Atwell
--------------------------------
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 IMCO, 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/ George B. Miles
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George B. Miles, Vice - President
/s/ Howard Shapiro
- ------------------------------------
Howard Shapiro, Asst. - Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
IMCO, 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 May 13, 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. and by deleting Article 2., 3., 12.
and 14. and inserting in lieu thereof new Articles 2., 3.,
12 and 14. and by adding a new Article 15., which Articles
shall read in their entirety as follows:
"1. FIRST. The name of the corporation is After Dark
Video, Inc.
2. SECOND. The address, including the number, street,
city and county, of the registered office of the Corporation
in the Sate 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
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such address is The Prentice-Hall Corporation System, Inc.
3. THIRD. 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.
12. TWELFTH. 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.
14. FOURTEENTH. 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 authorize
corporation 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.
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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.
15. FIFTEENTH. 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 FIFTEENTH."
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.
IN WITNESS WHEREOF, IMCO, INC. has caused this Certificate of Amendment to
be duly executed this 5th day of June, 1992.
IMCO, INC.
(a Delaware corporation)
By: /s/ Howard Shapiro
--------------------------------
Howard Shapiro
Vice President
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ATTEST:
/s/ DALE C. GORDON
- -------------------------
Dale C. Gordon
Secretary
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
After Dark Video, 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 register office of the corporation is in the county of Kent.
The Board of Directors of After Dark Video, Inc. adopted the following
resolution on the 20th day of May, 1994.
Resolved, that the registered office of After Dark Video, 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.
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IN WITNESS WHEREOF, After Dark Video, Inc. 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
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Irma Villarreal, Secretary
(DEL - 264 - 5/14/90)