EXHIBIT 2.1
[Stamped]
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:00 PM 05/07/2003
Filed 12:00 PM 05/07/2003
SRV 030297642 - 3648702 FILE
STATE OF DELAWARE
AGREEMENT OF MERGER
AGREEMENT OF MERGER BETWEEN
W3 GROUP, INC.,
A DELAWARE DOMESTIC CORPORATION
AND
W3 GROUP, INC.,
A COLORADO CORPORATION
This Plan and Agreement of Merger made and entered into on the 30th day of
April, 2003, by and between W3 Group, Inc., a Delaware Corporation, and W3
Group, Inc., a Colorado Corporation.
W i t n e s s e t h :
WHEREAS, the Delaware Corporation is a Corporation organized and existing
under the laws of the State of Delaware, its Certificate of Incorporation having
been filed in the Office of the Secretary of State of the State of Delaware on
April 21, 2003; and
WHEREAS, W3 Group, Inc. is a corporation organized and existing under the
laws of the State of Colorado; and
WHEREAS, the aggregate number of shares which the Colorado Corporation has
authority to issue is 600,000,000; and
WHEREAS, the Board of Directors of each of the constituent corporations
deems it advisable that the Colorado Corporation be merged into W3 Group, Inc.
on the terms and conditions hereinafter set forth, in accordance with the
applicable provisions of the statutes of the States of Delaware and Colorado
respectively, which permit such merger,
NOW, THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Delaware Corporation and the
Colorado Corporation, by their respective Boards of Directors, have agreed and
do hereby agree, each with the other as follows:
ARTICLE I
The Colorado Corporation and the Delaware Corporation shall be merged into
a single corporation, in accordance with applicable provisions of the laws of
the State of Colorado and the State of Delaware, by the Colorado Corporation
merging into the Delaware Corporation, which shall be the surviving corporation.
ARTICLE II
Upon the merger becoming effective as provided in the applicable laws of
the State of Colorado and of the State of Delaware (the time when the merger
shall so become effective being sometimes herein referred to as the "EFFECTIVE
DATE OF THE MERGER"):
The two Constituent Corporations shall be a single corporation, which
shall be W3 Group, Inc. as the Surviving Corporation, and the separate
existence of W3 Group, Inc. shall cease except to the extent provided
by the laws of the State of Colorado in the case of a corporation
after its merger into another corporation.
ARTICLE III
The Certificate of Incorporation of W3 Group, Inc. shall not be amended in
any respect by reason of this Agreement of Merger.
ARTICLE IV
The manner of converting the outstanding shares of each of the Constituent
Corporations shall be as follows:
Each issued and outstanding share of Common Stock of the Colorado
Corporation will be exchanged for one share of Common Stock of the
Delaware Corporation; and each issued and outstanding share of Series
B Convertible Preferred Stock of the Colorado Corporation will be
exchanged for one share of Series B Convertible Preferred Stock of
the Delaware Corporation.
ARTICLE V
The surviving corporation agrees that it may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of any
constituent corporation of Delaware, as well as for enforcement of any
obligation of the surviving corporation arising from this merger, including any
suit or other proceeding to enforce the rights of any stockholders as determined
in appraisal proceedings pursuant to the provisions of Section 262 of the
Delaware General Corporation laws, and irrevocably appoints the Secretary of
State of Delaware as its agent to accept service of process in any such suit or
proceeding. The Secretary of State shall mail any such process to the surviving
corporation at 444 Madison Avenue, Suite 2904, New York, NY 10022.
IN WITNESS WHEREOF, the Colorado Corporation and the Delaware Corporation,
pursuant to the approval and authority duly given by resolutions adopted by
their respective Boards of directors have caused this Plan and Agreement of
Merger to be executed by an authorized officer of each party thereto.
W3 Group, Inc., a Delaware Corporation W3 Group, Inc., a Colorado Corporation
By: /s/ Martin I. Saposnick By: /s/ Robert Gordon
------------------------------ -----------------------------
Martin I. Saposnick, President Robert Gordon, President
Secretary's Certificate
I, William C. Hayde, Secretary of W3 Group, Inc., a corporation organized
and existing under the laws of the State of Colorado, hereby certify, as such
Secretary of the said corporation, that the Agreement of Merger to which this
certificate is attached, after having been first duly signed on behalf of said
corporation by an authorized officer of W3 Group, Inc., a corporation of the
State of Colorado, was duly submitted to the stockholders of said W3 Group,
Inc., at a special meeting of said stockholders called and held separately from
the meeting of stockholders of any other corporation, upon waiver of notice,
signed by all the stockholders, for the purpose of considering and taking action
upon said Agreement of Merger, that 3,600,000 shares of stock of said
corporation were on said date issued and outstanding and that the holder of
2,284,800 shares voted by ballot in favor of said Agreement of Merger and the
holders of 0 (zero) shares voted by ballot against same, the said affirmative
vote representing at least a majority of the total number of shares of the
outstanding capital stock of said corporation, and that thereby the Agreement of
Merger was at said meeting duly adopted as the act of the stockholders of said
W3 Group, Inc., and the duly adopted agreement of said corporation.
WITNESS my hand on behalf of said W3 Group, Inc. on this 30th day of
April, 2003.
W3 Group, Inc.
By: /s/ William C. Hayde
----------------------------
William C. Hayde, Secretary