1
EXHIBIT 3.1
ARTICLES OF MERGER
OF
WORLDS ACQUISITION CORP.
AND
ACADEMIC COMPUTER SYSTEMS, INC.
INTO
ACADEMIC COMPUTER SYSTEMS, INC.
Under Section 14A:10-4 of the
New Jersey Business Corporation Act
Pursuant to the provisions of Section 14A:10-4 of the New
Jersey Business Corporation Act, the undersigned hereby certify:
FIRST: That the following Plan of Merger has been duly
approved by the Board of Directors of each of the constituent corporations:
(a) The name of each of the constituent corporations
is Worlds Acquisition Corp. (De dom) and Academic
Computer Systems, Inc. (NJ Dom) and the name of the
surviving corporation is Academic Computer Systems,
Inc. (NJ Dom)
(b) The terms and conditions of the proposed merger
and the manner and basis of converting the shares of
each constituent corporation are as follows:
As part of the merger, the certificate of
incorporation of the Academic Computer Systems, Inc.
as the corporation surviving the Merger shall be
amended to increase the authorized shares of common
stock to 30,000,000 shares of the par value of $.001,
and change the name of the corporation to Worlds
Inc., (ii) each outstanding share of common stock of
Academic Computer Systems, Inc. shall be converted
into one share of common stock of the surviving
corporation, (iii) each outstanding share of common
stock of Worlds Acquisition Corp. shall be converted
into one share of common stock of the surviving
corporation and (iv) options, warrants and other
rights to purchase shares of common stock of Academic
Computer Systems, Inc. and World Acquisition Corp.,
respectively, shall be converted into identical
options, warrants and other rights to purchase the
same number of shares of common stock of the
surviving corporation with the same exercise price.
SECOND: As to each corporation, the number of shares entitled
to vote, and the number and designation of the shares of any class or series
entitled to vote as a class or series, are:
2
Total Designation Number of
Number of Class or Shares
of Shares Series Entitled of Such Class
Name of Entitled to Vote as a Class or Series
Corporation to Vote or Series (if any) (if any)
- ----------- ------- ------------------ --------
Worlds Acquisition Corp. 8,400,000
Academic Computer
Systems, Inc. 907,700
As to each corporation, the number of shares voted for and
against the Plan, respectively, and the number of share of any class or series,
entitled to vote as a class or series voted for and against the Plan are:
Class
Name of Total Shares Total Shares or
Corporation Voted For Voted Against Series
- ----------- --------- ------------- ------
Worlds Acquisition Corp. 8,000,000 -0- Common
Academic Computer
Systems, Inc. 454,000 -0- Common
THIRD: The applicable provisions of the law of Delaware under
which Worlds Acquisition Corp. was organized have been compiled with in respect
to the merger.
IN WITNESS WHEREOF, each of the corporations, parties hereto,
has caused these Certificates to be executed on its behalf by its President.
Dated: November 21, 1997
WORLDS ACQUISITION CORP.
/s/
----------------------------------
Thomas Kidrin, President
ACADEMIC COMPUTER SYSTEMS, INC.
/s/
----------------------------------
Lawrence Burstein, President