EXHIBIT 3.3
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:
"NETGATEWAY, INC.", A NEVADA CORPORATION, WITH AND INTO "NETGATEWAY,
INC." UNDER THE NAME OF "NETGATEWAY, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN
THIS OFFICE THE SECOND DAY OF NOVEMBER, A.D. 1999, AT 2 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
AUTHENTICATION: 0060072
DATE: 11-02-99
CERTIFICATE OF OWNERSHIP AND MERGER
OF
NETGATEWAY, INC., A NEVADA CORPORATION
WITH AND INTO
NETGATEWAY, INC., A DELAWARE CORPORATION
(Pursuant to Section 253 of the Delaware General Corporation Law)
NETGATEWAY, INC., a Delaware corporation (the "Corporation"), does
hereby certify:
FIRST: That the Corporation was incorporated on May 12, 1999
pursuant to the General Corporation Law of the State of
Delaware (the "DGCL").
SECOND: That all of the outstanding shares of common stock, par value
$.001 per share (the "Corporation Common Stock"), of the
Corporation is owned of record by Netgateway, Inc., a Nevada
corporation (the "Parent"), and the Corporation has issued and
outstanding no class of capital stock other than the Corporation
Common Stock.
THIRD: That the Corporation, the surviving Delaware corporation, by
the following resolutions of the Board of Directors thereof
duly adopted by unanimous written consent without a meeting,
pursuant to Section 141(f) of the DGCL, duly adopted as of
October 21, 1999, determined to merge itself with the Parent
so as to be the surviving corporation of such merger, in
accordance with the terms, and subject to the conditions, set
forth in such resolutions:
WHEREAS, Netgateway, Inc., a Nevada corporation (the
"Parent") is the legal and beneficial owner of all of the
outstanding shares of common stock, par value $.001 per share
(the "Corporation Common Stock"), of the Corporation; and
WHEREAS, the Corporation Common Stock is the only issued
and outstanding class of capital stock of Corporation; and
WHEREAS, the Corporation desires to merge itself with
the Parent so as be the surviving corporation of such merger
pursuant to the
provisions of Section 253 of the General Corporation Law of
the State of Delaware.
NOW, THEREFORE, BE IT
RESOLVED, that, subject to the approval of the
stockholders of the Parent, the Parent merge itself with and
into the Corporation (the "Merger"), which will assume all of
the obligations of the Parent.
RESOLVED, that the terms and conditions of the proposed
Merger are as follows: Upon the Merger becoming effective,
the outstanding Corporation Common Stock, all of which had
therefore been held by the Parent, shall be canceled and
shall cease to be outstanding, without any payment being made
in respect thereof; each share of common stock, no par value,
of the Parent (the "Parent Common Stock") outstanding
immediately prior to the effectiveness of the Merger shall,
upon the effectiveness of the Merger, without further act or
deed, be deemed to represent one share of Corporation Common
Stock; upon the surrender by any stockholder of the Parent of
such stockholder's certificates formerly representing
outstanding shares of Parent Common Stock, the Corporation
shall issue to such stockholder a stock certificate
representing an equal number of shares of Corporation Common
Stock; upon consummation of the Merger, the directors of
Parent shall become the sole directors of the Corporation
until the election and qualification of their respective
successors, and the officers of the Parent shall hold such
officers of the Corporation, subject to the discretion of the
Board of Directors.
RESOLVED, that upon the Merger becoming effective, the
1998 Stock Compensation Plan, 1998 Stock Option Plan for
Executives and 1999 Stock Option Plan for Non-Executives of
Parent shall be adopted as the 1998 Stock Compensation Plan,
1998 Stock Option Plan for Executives and 1999 Stock Option
Plan for Non-Executives of the Corporation.
RESOLVED, that, subject to the requirements of the law
of the State of Delaware, the officers of the Corporation be,
and each of them with full authority to act without the
others hereby is, authorized and empowered to do and perform,
or cause to be done and performed, all such further acts,
deeds and things, and to prepare, execute and file with the
appropriate authorities, or cause to be prepared, executed
and filed with the appropriate authorities, all such further
certificates, documents and instruments, in the name and on
behalf of the Corporation and under its corporate seal if
necessary, and otherwise, as the officer or officers
executing the same may deem to be necessary or desirable to
carry out and to effectuate the purposes of the foregoing
resolutions.
FOURTH: That the merger has been adopted, approved, certified,
executed, and acknowledged by the Parent in accordance with
the laws of the State of Nevada, the jurisdiction of the
incorporation of the Parent.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed and this certificate to be executed this 23rd day of October, 1999.
NETGATEWAY, INC. (NEVADA)
By: /s/ Donald M. Corliss, Jr.
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Donald M. Corliss, Jr.
President
ATTEST:
/s/ Hanh Ngo
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Hanh Ngo
Secretary