EXHIBIT 2.2
CERTIFICATE OF MERGER
of
LAW OFFICE INFORMATION SYSTEMS, INC.
(an Arkansas corporation)
with and into
LOISLAW.COM, INC.
(a Delaware corporation)
(UNDER SECTION 252 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
=========================================
Loislaw.com, Inc., a Delaware corporation ("Loislaw.com"), hereby certifies
that:
(1) The name and state of incorporation of each of the constituent
corporations are:
(a) Loislaw.com, Inc., a Delaware corporation; and
(b) Law Office Information Systems, Inc., an Arkansas corporation
("LOIS (Arkansas)").
(2) An Agreement and Plan of Merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with the provisions of Section 252 of the General Corporation Law of the State
of Delaware.
(3) The name of the surviving corporation is Loislaw.com., Inc., a
Delaware corporation.
(4) The Certificate of Incorporation of Loislaw.com, which is the
surviving corporation, shall be the Certificate of Incorporation of the
surviving corporation.
(5) The executed Agreement and Plan of Merger is on file at the principal
place of business of Loislaw.com at 105 North 28/th/ Street, Van Buren,
Arkansas, 72956.
(6) A copy of the Agreement and Plan of Merger will be furnished by
Loislaw.com, on request and without cost, to any stockholder of either
constituent corporation.
(7) The authorized capital stock of each foreign corporation which is a
party to the merger is as follows:
Corporation Class Series Number of Shares Par Value
- ----------------- ------------ -------------------- ---------------- ---------
LOIS (Arkansas) Common Stock None 10,000,000 $.001
Preferred Series A Convertible 931,044 $.001
Preferred Series B Redeemable 439,589 $.001
Preferred Series C Convertible 2,495,697 $.001
Preferred Undesignated 1,133,670 $.001
8. In accordance with the Plan, the Merger shall become effective upon filing
this document with the Secretary of State of Delaware.
IN WITNESS WHEREOF, Loislaw.com, has caused this Certificate to be signed
by the undersigned on the 16th day of June, 1999.
LOISLAW.COM, INC.,
a Delaware corporation
By: /s/ Kyle D. Parker
-----------------------------
Kyle D. Parker
Chief Executive Officer
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EXHIBIT 2.2
(cont.)
LAW OFFICE INFORMATION SYSTEMS, INC.
ARTICLES OF MERGER
Pursuant to the provisions of Section 4-27-1105 of the Arkansas Business
Corporation Act, each of the undersigned corporations hereby adopts the
following Articles of Merger for the purpose of effecting a merger in accordance
with the provisions of Section 4-27-1101 of the Arkansas Business Corporation
Act (the "Act").
1. The name of each of the undersigned corporations and the state under the
laws of which each is incorporated are:
Name of Entity State
-------------- -----
Law Office Information Systems, Inc. Arkansas
Loislaw.com, Inc. Delaware
2. An Agreement and Plan of Merger, attached hereto as Exhibit A (the "Plan"),
---------
providing for the merger of Law Office Information Systems, Inc., an
Arkansas corporation ("LOIS (Arkansas)") with and into Loislaw.com, Inc., a
Delaware corporation ("Loislaw.com") (the "Merger") has been approved by
each of the undersigned corporations.
3. The name of the surviving corporation in the Merger is Loislaw.com, Inc.
(the "Surviving Corporation").
4. An executed copy of the Plan is on file at the principal place of business
of the Surviving Corporation, whose address is 105 North 28/th/ Street, Van
Buren, Arkansas 72956. A copy of the Plan will be furnished by the
Surviving Corporation on written request and without cost to any
shareholder of the undersigned corporations.
5. As to each of the undersigned corporations, the approval of whose
shareholders is required, the designation, number of outstanding shares and
number of votes entitled to be cast by each voting group entitled to vote
separately on the Plan are as follows:
Name of Entity and Voting
Group(s) Entitled to Vote Number of Shares
Separately Outstanding Number of Votes
------------------------- ---------------- ---------------
LOIS (Arkansas)
Common Stock, par value 5,093,021 5,093,021
$.001 per share
Series A Convertible 931,044 931,044
Preferred Stock, par value
$.001 per share
Series C Convertible 2,495,697 2,495,697
Preferred Stock, par value
$.001 per share
Loislaw.com
Common Stock, par value 1,000 1,000
$.001 per share
6. As to each of the undersigned corporations, the approval of whose
shareholders is required, the number of outstanding shares of each voting
group entitled to vote separately on the Plan that voted for and against
the Plan, respectively, are as follows:
2
Name of Entity and Voting
Group(s) Entitled to Vote
Separately Total Voted For Total Voted Against
-------------------------- --------------- -------------------
LOIS (Arkansas)
Common Stock, par value 5,093,021 -0-
$.001 per share
Series A Convertible 931,044 -0-
Preferred Stock, par value
$.001 per share
Series C Convertible 2,495,697 -0-
Preferred Stock, par value
$.001 per share
Loislaw.com
Common Stock, par value 1,000 -0-
$.001 per share
The total number of votes cast in favor of the Plan by each voting group
entitled to vote separately on the Plan was sufficient for approval by each
such voting group.
7. As to each of the undersigned corporations, the Plan and the performance of
its terms were duly authorized by all action required by the laws of
Arkansas and Delaware, respectively, and by the constituent documents of
such corporation.
8. In accordance with the Plan, the Merger shall become effective upon filing
this document with the Secretary of State of Arkansas.
* * * *
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IN WITNESS WHEREOF, LOIS (Arkansas) and Loislaw.com have caused these
Articles of Merger to be signed by the undersigned on the 16th day of June,
1999.
LAW OFFICE INFORMATION SYSTEMS, INC.,
an Arkansas corporation
By: /s/ Kyle D. Parker
-----------------------------------
Kyle D. Parker
Chief Executive Officer
LOISLAW.COM, INC.,
a Delaware corporation
By: /s/ Kyle D. Parker
-----------------------------------
Kyle D. Parker
Chief Executive Officer
4