EXHIBIT 2.1
PLAN OF MERGER
(a) CONSTITUENT
CORPORATIONS: Redden Dynamics, Inc.
(A Delaware Corporation)
Communications Systems International, Inc.
(A Colorado Corporation)
Redden Dynamics, Inc. has only one class of stock
outstanding, that being common stock. Redden Dynamics, Inc.
has 11,050,382 shares of common stock outstanding, with each
share entitled to one vote.
Communications Systems International, Inc. has only one
class of stock outstanding, that being common stock.
Communications Systems International, Inc. has 490,104
shares of common stock issued and outstanding, with each
share entitled to one vote.
(b) SURVIVING
CORPORATION: Communications Systems International, Inc.
(A Colorado Corporation)
(c) Effective as of the date of the merger, (i) all shares of Redden Dynamics,
Inc. shall be cancelled, (ii) all assets of Redden Dynamics, Inc. shall
become assets of Communications Systems International, Inc., (iii) all
liabilities of Redden Dynamics, Inc. shall be assumed by Communications
Systems International, Inc., (iv) each shareholder of Redden Dynamics, Inc.
shall receive one share of Communications Systems International, Inc. for
each 13.5 shares of Redden Dynamics, Inc. held by such shareholder, and (v)
Redden Dynamics, Inc. shall cease to exist.
ARTICLES OF MERGER
(1) CONSTITUENT CORPORATIONS: Redden Dynamics, Inc.
(A Delaware Corporation)
Communications Systems International, Inc.
(A Colorado Corporation)
(2) PLAN OF MERGER: Effective as of the date of the merger, (i) all shares of
Redden Dynamics, Inc. shall be cancelled, (ii) all assets of
Redden Dynamics, Inc. shall become assets of Communications
Systems International, Inc., (iii) all liabilities of Redden
Dynamics, Inc. shall be assumed by Communications Systems
International, Inc., (iv) each shareholder of Redden
Dynamics, Inc. shall receive one share of Communications
Systems International, Inc. for each 13.5 shares of Redden
Dynamics, Inc. held by such shareholder, and (v) Redden
Dynamics, Inc. shall cease to exist.
(3) The effective date of the merger is September 14, 1995. The number of votes
cast for the Plan of Merger by each voting group entitled to vote separately
on the merger was sufficient for approval by that voting group.
(4) An Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by each of the Constituent Corporations in accordance with
Section 252(c) of the Delaware Corporation Law.
(5) SURVIVING CORPORATION: Communications Systems International, Inc.
(A Colorado Corporation)
(6) The Certification of Incorporation of the Surviving Corporation shall be its
Certificate of Incorporation.
(7) The executed Agreement of Merger is on file at the principal place of
business of the Surviving Corporation. The address of the Surviving
Corporation is:
Communications Systems International, Inc.
8 South Nevada Avenue, Suite 101
Colorado Springs, CO 80903
(8) A copy of the Agreement of Merger wi11 be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of any
Constituent Corporation.
(9) AUTHORIZED CAPITAL STOCK OF Redden Dynamics, Inc. (A Delaware corpora-
EACH CONSTITUENT CORPORATION tion had, prior to the merger, an authorized
TO THE MERGER WHICH IS NOT A capital of 20,000,000 shares of Common Stock,
COLORADO CORPORATION: $0.001 par value.
DATED: September 14, 1995 REDDEN DYNAMICS, INC.
(A Delaware Corporation)
By /s/ ROBERT SPADE
____________________________
Robert Spade, President
By /s/ ANTHONY THOMASON
____________________________
Anthony Thomason, Secretary
COMMUNICATIONS SYSTEMS INTERNATIONAL, INC.
(A Colorado Corporation)
By /s/ ROBERT SPADE
____________________________
Robert Spade, President
By /s/ ANTHONY THOMASON
____________________________
Anthony Thomason, Secretary
MERGER___________________________CONSOLIDATION_________________________________
CANCELLATION OF LIMITED PARTNERSHIP DUE TO MERGER______________________________
DOMESTIC_____________ FOREIGN___________ PROFIT__________ NONPROFIT_________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
MERGER #951138197
REDDEN DYNAMICS, INC.
(DELAWARE CORP NQ)
INTO
COMMUNICATIONS SYSTEMS INTERNATIONAL, INC.
(COLORADO CORP DP 931044294) THE SURVIVOR