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Exhibit 3.81
CERTIFICATE OF INCORPORATION
OF
PLAYBOY PRODUCTIONS, INC.
*****
FIRST. The name of the corporation is
PLAYBOY PRODUCTIONS, INC.
SECOND. 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.
THIRD. The nature of the business or purpose to be conducted or
promoted is:
To acquire, own, lease, rent and operate television stations, and in
connection therewith to produce, finance, distribute, broadcast and exploit
television programs and to do all things necessarily incident to the operation
of television stations.
To create, produce, acquire by purchase or otherwise, exhibit,
distribute, lease, sell, dispose of, and deal in and with, motion pictures and
sound reproductions of all kinds.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
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 while 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, 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 of its corporate purposes.
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use or
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell,
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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.
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 participating corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others.
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 and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purpose 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 purpose specified in each of
the foregoing clauses of this article shall be regarded as independent business
and purposes.
FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is five hundred (500) of the par value of One
Hundred Dollars ($100.00) each amounting in the aggregate to Fifty Thousand
Dollars ($50,000.00).
The holders of the capital stock shall, upon the issue or sale of
shares of stock of any class (whether now or hereafter authorized), have the
right, during such period of time and on such conditions as the board of
directors shall prescribe, to subscribe to and purchase such shares in
proportion to their respective holdings of capital stock, at such price or
prices as the board of directors may from time to time fix and as may be
permitted by law.
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FIFTH. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
---- ---------------
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
SIXTH. The corporation is to have perpetual existence.
SEVENTH. 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 two 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. Any such committee, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers 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; provided, however, the by-laws may provide that the
absence or disqualification of any member of such committee or committees, 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
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another member of the board of directors to act the meeting in the place of any
such absent or disqualified member.
When and as authorized by the affirmative vote of the holder of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, 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 or
substantially all of the property and assets of the corporation, including its
goodwill 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.
EIGHTH. 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.
NINTH. 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 hereto set our hands this 7th day of July,
1969.
/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 7th day of July, 1969, 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 be 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]
-------------------------------
Notary Public
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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 PRODUCTIONS, 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, Inc., the
business office of which 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 Director.
Signed on February 18, 1977.
/s/ Donald S. Lewis
-----------------------------------
Donald S. Lewis, Vice President
Attest:
/s/ Howard Shapiro
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Howard Shapiro, Asst. Secretary
[SEAL]
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888322097
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PLAYBOY PRODUCTIONS, INC.
PLAYBOY PRODUCTIONS, 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 October 20, 1988, 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 Alta Loma Productions, 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 PRODUCTIONS, INC. has caused this Certificate
of Amendment to be duly executed this 11th day of November, 1988.
PLAYBOY PRODUCTIONS, INC.
By /s/ Richard S. Rosenzweig
-------------------------------
Richard S. Rosenzweig
President
ATTEST:
/s/ Howard Shapiro
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Howard Shapiro
Vice President and Secretary
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
Alta Loma Productions, 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 Alta Lama Productions, Inc. adopted the following
resolution on the 20th day of May, 1994.
RESOLVED, THAT THE REGISTERED OFFICE OF ALTA LOMA PRODUCTIONS, 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, Alta Loma Productions, 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)
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALTA LOMA PRODUCTIONS, INC.
ALTA LOMA PRODUCTIONS, 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 March 24, 1998, 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 ALTA LOMA DISTRIBUTION, 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, ALTA LOMA PRODUCTIONS, INC. has caused this Certificate
of Amendment to be duly executed this as of the 26th day March, 1998.
ALTA LOMA PRODUCTIONS, INC.
By: /s/ Anthony J. Lynn
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Anthony J. Lynn
President
ATTEST:
/s/ Howard Shapiro
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Howard Shapiro
Vice President and Secretary