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Exhibit 3.85
CERTIFICATE OF INCORPORATION
OF
PLAYBOY FOREIGN DISTRIBUTION COMPANY, INC.
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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 Foreign Distribution Company, Inc.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 229 South State
Street, 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,
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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 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 contra t 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,
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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, grant 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
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
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time to such extent, to such persons, farms, 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 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.
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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 United 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.
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
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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 posers 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 wise 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 stock, 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 class of the corporation, whether now or hereafter
authorized or created, whether having unissued or treasury status, and whether
the proposed issue, reissue, transfer, 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 or 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 away 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 "entity shares" and "voting shares" shall mean, respectively,
shares of stock which confer unlimited dividend
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rights and shares of stock which confer unlimited voting rights is 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 919 N. Michigan Avenue
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:
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
By-Laws. 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 By-Laws of the corporation have
been adopted, amended, or repealed, as the case may be, in accordance
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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
By-Laws 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 By-Law or in a By-Law 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
thereon 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 By-Law, 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: 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 TENTH.
Signed on January 3, 1984.
/s/ Dale C. Gordon
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Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
PLAYBOY FOREIGN DISTRIBUTION COMPANY, INC.
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of PLAYBOY FOREIGN
DISTRIBUTION COMPANY, INC. resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "First" so that, as
amended said Article shall be and read as follows:
"The name of the corporation is Playboy Programming Foreign
Distribution Company, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation law
of the state of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said PLAYBOY PROGRAMMING FOREIGN COMPANY, INC.
has caused this certificate to be signed by
Dale C. Gordon its Vice President
and Howard Shapiro its Assistant Secretary
This 7th day of March, 1985.
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By: /s/ Dale C. Gordon
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Vice President
Attest: /s/ Howard Shapiro
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Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
PLAYBOY PROGRAMMING FOREIGN DISTRIBUTION COMPANY, INC.
PLAYBOY PROGRAMMING FOREIGN DISTRIBUTION COMPANY, 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 31, 1991, 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 Articles
2. and 10. and inserting in lieu thereof new Articles 2. and 10. and
by adding a new Article 11., which Articles shall read in their
entirety as follows:
"1. FIRST. The name of the corporation is Impulse
Productions, Inc.
2. SECOND. The address, including the number, street,
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.
10. TENTH. 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
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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.
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.
11. 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."
SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228(a) 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 PROGRAMMING FOREIGN DISTRIBUTION COMPANY, INC.
has caused this Certificate of Amendment to be duly executed this 31st day of
May, 1991.
PLAYBOY PROGRAMMING FOREIGN
DISTRIBUTION COMPANY (a Delaware
corporation)
By /s/ Dale C. Gordon
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Dale C. Gordon
Vice President and Secretary
ATTEST:
/s/ Howard Shapiro
- ------------------------------
Howard Shapiro
Assistant Secretary
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
Impulse 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 Impulse Productions, Inc. adopted the following
resolution on the 20th day of May, 1994.
Resolved, that the registered office of Impulse 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, Impulse 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
---------------------------------
Howard Shapiro, Vice President
ATTEST:
By /s/ Irma Villarreal
-----------------------------------
Irma Villarreal, Secretary