EX-2.01
A SPECIAL MEETING OF STATE STREET INVESTORS OF ROCKFORD INC. WAS HELD ON
JANUARY 18, 2000 IN SUITE 105, 5301 E. STATE STREET, ROCKFORD, ILLINOIS.
THE FOLLOWING PROPOSALS WERE MADE TO THE STOCKHOLDERS PRESENT:
1. The 20 shares of Class A Voting Stock owned by Howard Miller are to be
converted into Common Stock (one for one) as part of the merger.
2. Merge State Street Investors of Rockford Inc. into UBuy2 Inc. for 55,00
shares of UBuy2 Inc. stock.
3. Merge Rockford Investors Inc. into UBuy2 Inc. for 20,250 shares of
UBuy2 Inc. stock.
4. Merge East State Antiques Mall Inc, which is the owner of www.UBuy2.com
Internet Auction Service, into UBuy2 Inc. for 10,000 shares of UBuy2
Inc. stock.
5. File dissolution papers with the State of Illinois for State Street
Investors of Rockford Inc., Rockford Investors Inc., and East State
Antiques Mall Inc.
6. If anyone wishes to sell the State Street Investors of Rockford Inc.
stock they should let us know so it can be offered to the highest
bidder.
A motion was made and seconded to accept the proposals. Stockholders
present who voted for the proposals were: Howard Miller, Stanley Miller,
Delcie Miller, Robert Kliebe, Jeannette Kliebe, Jenny Kliebe, Wayne Whitlow,
Dessie Whitlow, Ruth Hayenga, Horace Shores, Mary Lou Brandon, Shirley
Sutherland, Norman Akelaitis, Gloria Akelaitis, Irvin Miller, Palma Miller,
John Frisella, Carl Miller, Cheryl Miller, James Byrne, Carol Byrne, Jerry
Wescott, Harriet Wescott, Douglas Wilburn, and Gregory Wilburn. At the
meeting representing stockholders but not voting were Daniel Bokath and
Robert Harris.
Meeting adjourned at 11:20 A.M.
------------------------ -------------------------
Howard Miller, President Stanley Miller, Secretary
I HEREBY AUTHORIZE the 20 shares of Class A Voting Stock that I own in State
Street Investors of Rockford Inc. to be converted into Common Stock (one for
one).
Dated: January 18, 2000 -------------------------
Howard Miller
File Number 6083-963-8
Received
Winnebago Cty. Recorder
March 15, 2000
Time: 3:00 p.m.
State of Illinois
Office of
The Secretary of State
Whereas, ARTICLES OF MERGER OF UBUY2 INC. INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS
PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D.
1984.
Now Therefore, I, Jesse White, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this
certificate and attach hereto a copy of the Application of the aforesaid
corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this day of
March A.D. 8th 2000 and of the Independence of the United States the two
hundred and 24th.
Jesse White
Secretary of State
Form BCA-11.25 Articles of Merger
(Rev. Jan. 1999) Consolidation or Exchange File # 6083- 9638
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Jesse White Submit in Duplicate
Secretary of State
Department of Business
Services FILED
Springfield, IL 62756
Telephone (217) 782-6961 Mar 08 2000
http://www.sos.state.il.us
Jesse White
Secretary of State
DO NOT SEND CASH! This space for
Remit payment in check or use by
money order, payable to Secretary of
"Secretary of State." State
Filing Fee is $100, but if
merger or consolidation Date: 3-8-00
involves more than 2
corporations, $50 for each Filing Fee: $200.00
additional corporation. Approved: TN
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1. Names of the corporations proposing to merge/consolidate/exchange
shares, and the state or country of their incorporation:
Name of Corporation State or Country Corporation
of Incorporation File Number
------------------- ---------------- -----------
Rockford Investors Incorporated Illinois 6083-9638
State Street Investors of Rockford, Inc. Illinois 5555-063-8
East State Street Antiques Mall Inc. Illinois 6075-987-1
UBuy2 Inc. Delaware 0205458
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2. The laws of the state or country under which each corporation is
incorporated permits such merger, consolidation or exchange.
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3. (a) Name of the surviving/new/acquiring corporation: UBuy2 Inc.
(b) It shall be governed by the laws of: Delaware
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If not sufficient space to cover this point, add one or more sheets of this
size.
4. Plan of merger/consolidation/exchange is as follows:
On the effective date, Rockford Investors Incorporated will be merged
into UBuy2 Inc. The surviving corporation assumes all rights,
privileges, assets and liabilities of the non-survivor.
(a) The shares of the non-survivor are exchanged for shares of the
survivor on a 250 for 1 basis.
On the effective date, State Street Investors, Inc. will be merged into
UBuy2 Inc. The surviving corporation assumes all rights, privileges,
assets and liabilities of the non-survivor.
(a) The shares of the non-survivor are exchanged for shares of the
survivor on a 500 for 1 basis.
On the effective date, East State Street Antiques Mall, Inc. will be
merged into UBuy2 Inc. The surviving corporation assumes all rights,
privileges, assets and liabilities of the non-survivor.
(a) The shares of the non-survivor are exchanged for shares of the
survivor on a 333.33 for 1 basis.
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5. Plan of merger/consolidation/exchange was approved, as to each
corporation not organized in Illinois, in compliance with the laws of
the state under which it is organized, and (b) as to each Illinois
corporation, as follows:
(The following items are not applicable to mergers under S 11.30 - 90%
owned subsidiary provisions. See Article 7.)
(Only "X" one box for each Illinois corporation)
By the shareholders,
a resolution of the
board of directors By written consent of
having been duly the shareholders having
adopted and not less than the
submitted to a vote minimum number of votes
at a meeting of required by statute and
shareholders. Not by the articles of
less than the incorporation. By written
minimum number of Shareholders who have consent of ALL
votes required by not consented in the shareholders
statute and by the writing have been given entitled to vote
Name of articles of notice in accordance on the action, in
Corporation incorporation voted with S 7.10 accordance with S
in favor of the (S 11.220) 7.10 & S 11.20.
action taken. _________________
(S 11.20)
Rockford [ X ] [ ] [ ]
Investors
Incorporated
State Street [ X ] [ ] [ ]
Investors of
Rockford,
Inc.
East State [ X ] [ ] [ ]
Antiques
Mall, Inc.
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6. (Not applicable if surviving, new or acquiring corporation is an
Illinois corporation)
It is agreed that, upon and after the issuance of a certificate of
merger, consolidation or exchange by the Secretary of State of the
State of Illinois:
a. The surviving, new or acquiring corporation may be served with
process in the State of Illinois in any proceeding for the
enforcement of any obligation of any corporation organized under
the laws of the State of Illinois which is a party to the merger,
consolidation or exchange and in any proceeding for the
enforcement of the rights of a dissenting shareholder of any such
corporation organized under the laws of the State of Illinois
against the surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and
hereby is irrevocably appointed as the agent of the surviving, new
or acquiring corporation to accept service of process in any such
proceedings, and
c. The surviving, new or acquiring corporation will promptly pay to
the dissenting shareholders of any corporation organized under the
laws of the State of Illinois which is a party to the merger,
consolidation or exchange the amount, if any, to which they shall
be entitled under the provisions of "The Business Corporation Act
of 1983" of the State of Illinois with respect to the rights of
dissenting shareholders.
Return to:
Rockford Investors
5301 E. State
Suite 215
Rockford, IL 61108-0000
7. (Complete this item if reporting a merger under S 11.30--90% owned
subsidiary provisions).
a. The number of outstanding shares of each class of each merging
subsidiary corporation and the number of such shares of each class
owned immediately prior to the adoption of the plan of merger by
the parent corporation, are:
Total Number of Shares Number of Shares of
Outstanding Each Class
Name of Corporation of Each Class Owned Immediately
Prior to
Merger by the Parent
Corporation
______________________ ______________________ ______________________
______________________ ______________________ ______________________
______________________ ______________________ ______________________
______________________ ______________________ ______________________
______________________ ______________________ ______________________
b. (Not applicable to 100% owned subsidiaries)
The date of mailing a copy of the plan of merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was December 23, 1999.
Was written consent for the merger or written waiver of the30 day
period by the holders of all the outstanding shares of all
subsidiary corporations received? Yes
(If the answer is "No," the duplicate copies of the Articles of
Merger may not be delivered to the Secretary of State until after
30 days following the mailing of a copy of the plan of merger and
of the notice of the right to dissent to the shareholders of each
merging subsidiary corporation.)
8. The undersigned corporations have caused these articles to be signed by
their duly authorized officers, each of whom affirms, under penalties
of perjury, that the facts stated herein are true. (All signatures must
be in BLACK INK.)
Dated February 2, 2000 Rockford Investors Incorporated
------------------------------- -------------------------------
(Month & Day) (Year) (Exact Name of Corporation)
attested by by
------------------------ -------------------------------
(Signature of Secretary) (Signature of President)
Stanley Miller Howard Miller
------------------------ -------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
Dated February 2, 2000 State Street Investors of
Rockford, Inc.
------------------------------- -------------------------------
(Month & Day) (Year) (Exact Name of Corporation)
attested by by
------------------------ -------------------------------
(Signature of Secretary) (Signature of President)
Stanley Miller Howard Miller
------------------------ -------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
Dated February 2, 2000 East State Street Antiques
Mall, Inc.
------------------------------- -------------------------------
(Month & Day) (Year) (Exact Name of Corporation)
attested by by
------------------------ -------------------------------
(Signature of Secretary) (Signature of President)
Stanley Miller Howard Miller
------------------------ -------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:01 AM 01/27/2000
001042061 - 3159831
STATE OF DELAWARE
AGREEMENT OF MERGER
BETWEEN
(A Delaware Domestic Corporation)
AND
(A Foreign Corporation)
(State of Incorporation)
This Plan and Agreement of Merger made and entered into on the 24th day
of January, 2000, by and between UBuy2 Inc., a Delaware Corporation, and
State Street Antiques Mall, Inc., an Illinois Corporation.
WITNESSETH:
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 January 18, 2000; and
WHEREAS, the State Street Investors of Rockford, Inc. Corporation is a
corporation organized and existing under the laws of the State of Illinois;
and
WHEREAS, the aggregate number of shares which the Illinois Corporation
has authority to issue is 1,000; and
WHEREAS, the Board of Directors of each of the constituent corporations
deems it advisable that the Illinois Corporation be merged into the Delaware
Corporation on the terms and conditions hereinafter set forth, in accordance
with the applicable provisions of the statutes of the States of Delaware and
Illinois 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 Illinois Corporation, by their respective Boards of Directors, have
agreed and do hereby agree, each with the other as follows:
ARTICLE I
The State Street Investors if Rockford, Inc. Corporation and the
Delaware Corporation shall be merged into a single corporation, in
accordance with applicable provisions of the laws of the State of Illinois
and of the State of Delaware, by the Illinois 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 Illinois 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"): January 31, 2000.
1. The two Constituent Corporations shall be a single corporation,
which shall be the Delaware Corporation as the Surviving Corporation, and
the separate existence of the State Street Investors of Rockford, Inc.
Corporation shall cease except to the extent provided by the laws of the
State of Illinois in the case of a corporation after its merger into another
corporation.
ARTICLE III
The Certificate of Incorporation of the Delaware Corporation 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: 110 shares of State Street
Investors of Rockford, Inc. stock equals 55,000 shares of UBuy2 Inc. stock.
IN WITNESS WHEREOF, the Delaware Corporation and the Illinois
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.
(A Delaware Corporation)
BY: Howard Miller
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TITLE OF OFFICER: President
---------------------------
(An Illinois Corporation)
BY: Howard Miller
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Authorized Officer
TIT
TITLE OF OFFICER: President
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I, Stanley Miller, Secretary of UBuy2 Inc., a corporation organized and
existing under the laws of the State of Delaware, 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 UBuy2 Inc., a corporation of
the State of Delaware, was duly submitted to the stockholders of said State
Street Investors of Rockford, 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 110 shares of stock of said corporation were on
said date issued and outstanding and that the holder of 78 shares voted by
ballot in favor of said Agreement of Merger and the holders of 32 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 State
Street Investors of Rockford, Inc., and the duly adopted agreement of said
corporation.
WITNESS my hand on behalf of said State Street Investors of Rockford,
Inc. on this 24th day of January, 2000.
Stanley Miller
---------------------------
Secretary