Exhibit 3.3
ARTICLES OF MERGER
OF
SYNAPTX WORLDWIDE, INC.
AND
PALADYNE CORP.
To the Division of Corporations and Commerical Code
State of Utah
Pursuant to the provisions of the Utah Revised Business
Corporation Act, the domestic business corporation and the
foreign business corporation hereinafter named do hereby adopt
the following Articles of Merger.
1. Attached hereto as Exhibit A and made a part hereof is
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the Agreement and Plan of Merger (the "Merger Agreement") for
merging Synaptx Worldwide, Inc., a Utah corporation, with and
into Paladyne Corp., a Delaware corporation and a wholly-owned
subsidiary of Synaptx Worldwide, Inc., as adopted by unanimous
written consent of the Board of Directors of Synaptx Worldwide,
Inc. on January 19, 1999 and by unanimous written consent of the
Board of Directors of Paladyne Corp. on January 19, 1999.
2. With regard to Synaptx Worldwide, Inc., the
designation, the number of outstanding shares and the number of
votes entitled to be cast by each voting group entitled to vote
together on the Merger Agreement are as follows:
The holders of outstanding shares of Common Stock,
$.001 par value per share ("Common Stock"), and the
shares of Series A Convertible Preferred Stock, $.001
par value per share ("Series A Preferred Stock"), were
entitled to vote together as one class on the Merger
Agreement. As of January 22, 1999, 6,721,595 shares of
stock were issued and outstanding, consisting of
6,584,452 shares of Common Stock and 137,143 shares of
Series A Preferred Stock. Each share of Common Stock
and Series A Preferred Stock was entitled to one vote.
3. With regard to Paladyne Corp., the designation, the
number of outstanding shares and the number of votes entitled to
be cast by each voting group entitled to vote together on the
Merger Agreement are as follows:
The holder of the outstanding shares of Common Stock,
$.001 par value per share ("Common Stock"), was
entitled to vote on the Merger Agreement. As of
January 19, 1999, 100 shares of Common Stock were
issued and outstanding.
4. With regard to Synaptx Worldwide, Inc., 4,021,227 votes
were cast "for" approval of the Merger Agreement and -0- votes
were cast "against" approval of the Merger Agreement by the
holders of the outstanding shares of Common Stock and Series A
Preferred Stock at the annual meeting of shareholders of the
corporation held on March 3, 1999.
5. With regard to Paladyne Corp., 100 votes were cast
"for" approval of the Merger Agreement and -0- votes were cast
"against" approval of the Merger Agreement by the holder of the
outstanding shares of Common Stock by a written consent of the
sole shareholder of the corporation, dated January 19, 1999.
6. The said number of votes cast for the Merger Agreement
by the shareholders of Synaptx Worldwide, Inc. was sufficient for
the approval by the sole voting group.
7. The said number of votes cast for the Merger Agreement
by the shareholders of Paladyne Corp. was sufficient for the
approval by the sole voting group.
8. The merger of Synaptx Worldwide, Inc. with and into
Paladyne Corp. is permitted by the laws of Delaware, the
jurisdiction of organization of Paladyne Corp., and has been
authorized in compliance with said laws.
9. The address of the principal office of Paladyne Corp.
within or without the State of Utah at which Paladyne Corp. has
authorized process to be served upon it by registered or
certified mail return receipt requested is as follows:
615 Crescent Executive Court, Suite 128, Lake Mary, Florida 32746
10. The merger shall be effective upon the filing of this
Certificate with the State of Utah.
Dated: March 3, 1999 SYNAPTX WORLDWIDE, INC.
By: /s/ Ronald L. Weindruch
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Name: Ronald L. Weindruch
Title: President
PALADYNE CORP.
By: /s/ Ronald L. Weindruch
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Name: Ronald L. Weindruch
Title: President
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