State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF MERGER, WHICH MERGES:
"MAGICWORKS ENTERTAINMENT INCORPORATED", A FLORIDA
CORPORATION,
WITH AND INTO "SHADOW WOOD CORPORATION" UNDER THE NAME OF "MAGICWORKS
ENTERTAINMENT INCORPORATED", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS
OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY
OF JULY, A.D. 1996, AT 9 O'CLOCK A.M.
/s/ Edward J. Freel
Edward J. Freel, Secretary of State
2157668 8100M AUTHENTICATION: 8438889
971135864 DATE: 04-28-97
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/30/1996
960222095 - 215766B
CERTIFICATE AND ARTICLES OF MERGER
OF
MAGICWORKS ENTERTAINMENT INCORPORATED
A FLORIDA CORPORATION
INTO
SHADOW WOOD CORPORATION
A DELAWARE CORPORATION
THE UNDERSIGNED CORPORATIONS DO HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations (the "Constituent Corporations") of the merger (the
"Merger" is as follows:
Name State of Incorporation
---- ----------------------
Magicworks Entertainment Incorporated Florida
Shadow Wood Corporation Delaware
SECOND: That an Agreement and Plan of Merger between the Constituent
Corporations has been approved, adopted, certified, executed and acknowledged by
each of the Constituent Corporations in accordance with Section 252 of the
Delaware General Corporation Law and the requirements of Florida law and that
upon filing this document with the Secretary of State of Florida and the
Secretary of State of Delaware, the Merger shall be effective (the "Effective
Time").
THIRD: Shadow Wood Corporation ("SWC" or the "Surviving Corporation")
has an authorized capitalization consisting of 250,000,000 shares of $.0001 par
value common stock ("SWC Common Stock"), of which 3,889,750 shares are issued
and outstanding as of the date of execution hereof, and Magicworks Entertainment
Incorporated ("MEI") has an authorized capitalization consisting of 50,000,000
shares of common stock, $.001 par value (MEI Common Stock"), of which 19,00,000
shares are issued and outstanding as of the date hereof.
FOURTH: The surviving corporation of the Merger is Shadow Wood
Corporation, a Delaware corporation.
FIFTH: The Plan of Merger and the terms and conditions of the Merger
and the manner and basis of converting the shares of the Constituent
Corporations is as follows:
(a) Corporate Existence
(1) From and after the Effective Time, the Surviving
Corporation shall continue its corporate existence as a Delaware
corporation and (i) it shall thereupon and thereafter possess all
rights, privileges, powers, franchises and property (real, personal and
mixed) of each of the Constituent Corporations; (ii) all debts due to
either of the Constituent Corporations, on whatever account, all causes
in action and all other things belonging to either of the Constituent
Corporations shall be taken and deemed to be transferred to and shall
be vested in the Surviving Corporation by virtue of the Merger
without further act or deed; (iii) the title to any real estate vested
by deed or otherwise, under the laws of any jurisdiction, in either of
the Constituent Corporations, shall not revert or be in any way
impaired by reason of the Merger; and (iv) all rights of creditors and
all liens upon any property of any of the Constituent Corporations
shall be preserved unimpaired, and all debts, liabilities and duties of
the Constituent Corporations shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if
such debts, liabilities and duties had been incurred or contracted by
the Surviving Corporation.
(2) From and after the Effective Time, (i) the Certificate of
Incorporation and By-laws of SWC, as existing immediately prior to the
Effective Time, shall be the Certificate of Incorporation and By-Laws
of the Surviving Corporation subject to amendments adopted herein and
any subsequent amendments; (ii) the members of the Board of Directors
of MEI holding office immediately prior to the Effective Time shall
become the members of the Board of Directors of the Surviving
Corporation, each to serve subject to the Surviving Corporation's
Bylaws; (iii) the Surviving Corporation shall change its name to
Magicworks Entertainment Incorporated; (iv) all persons who hold
executive offices of MEI at the Effective Time shall be elected by the
board of directors of the Surviving Corporation to hold the same
offices of the Surviving Corporation, each to serve subject to the
Surviving Corporation's By-laws.
(b) Conversion of Securities
As of the Effective Time and without any action on the part
of the Constituent Corporations or the holders of any of the
securities of either of these corporations each of the events set
forth below shall occur. All capitalized terms are defined in the
Agreement and Plan of Merger referred to in the EIGHTH article hereof:
(1) Each of the MEI Historical Shares issued and outstanding
immediately prior to the Effective Time shall be converted into one
share of SWC Common Stock. All such shares of MEI Common Stock shall no
longer be outstanding and shall automatically be canceled and shall
cease to exist, and each certificate previously evidencing any such
shares shall thereafter represent the right to receive certificates
evidencing such number of shares of SWC Common Stock into which such
shares of MEI Common Stock were converted. The holders of such
certificates previously evidencing shares of MEI Common Stock
outstanding immediately prior to the Effective Time shall cease to have
any rights with respect to such shares of MEI Common Stock except as
otherwise provided herein or by applicable law;
(2) Any shares of MEI Common Stock held in the treasury of MEI
immediately prior to the Effective Time shall automatically be canceled
and extinguished without any conversion thereof and no payment shall be
made with respect thereto;
(3) In fulfillment of the obligation of MEI to issue
securities underlying Units sold in its Private Placement to purchasers
in the Private Placement, SWC shall issue on the terms and subject to
the conditions set forth in the Memorandum; (a) shares of SWC Common
Stock on the basis of one share for each share of MEI Common Stock sold
in the Private Placement, (b) an unsecured senior convertible note
("Note" or Notes") in the principal amount of $12,500 for each Note
sold in the Private Placement. The terms of
the Notes shall be as described in the Memorandum and in the form as
attached to the Memorandum as an exhibit, and SWC hereby agrees to
assume all responsibility, upon Closing, to implement the sinking fund
and other arrangements as defined and contemplated in the Memorandum,
including, without limitation, the obligation to issue SWC Common Stock
in the event of conversion of the Notes or the obligation to issue
redeemable common stock purchase warrants in the event of prepayment of
the Notes under certain circumstances;
(4) Subject to completion of the sale of at least $10,000,000
in Units in the Private Placement, SWC shall issue to Capital Growth
International, LLC ("CGI") or its designees, after giving effect to the
SWC reverse stock split, 488,820 shares of SWC Common Stock and
Warrants to purchase 500,000 shares of SWC Common Stock under the terms
and conditions of the Placement Agent Agreement between MEI and CGI
dated June 14, 1996, and as described in the Memorandum.
(5) The 311,180 shares of SWC Common Stock previously issued
and outstanding prior to the Merger will remain issued and outstanding;
(6) At Closing, there shall be no securities convertible into
or exercisable or exchangeable for shares of SWC or MEI Common Stock
except as described in the Memorandum.
SIXTH: Voting results for the Merger are as follows:
(a) Shadow Wood Corporation. The Agreement and Plan of Merger (the
"Plan") was submitted to certain stockholders of Shadow Wood Corporation by the
board of directors on July 2, 1996, and out of 3,889,750 shares of common stock
entitled to vote on the Plan, 3,490,250 (89%) shares approved the plan by
written consent, resulting in approval of the Plan.
(b) Magicworks Entertainment Incorporated. The Plan was submitted to
certain stockholders of Magicworks Entertainment Incorporated by the board of
directors on June 22, 1996, and out of 19,000,000 shares of common stock
entitled to vote on the Plan, 19,000,000 (100%) shares approved the Plan by
written consent, resulting in approval of the Plan.
(c) General. The number of votes cast for the Plan by each group was
sufficient under Florida and Delaware law for approval by that voting group.
SEVENTH: The Certificate of Incorporation of Shadow Wood Corporation
shall be the Certificate of Incorporation of the Surviving Corporation and is
hereby amended as follows:
1. Article I is amended to read as follows:
ARTICLE I
NAME
The name of the corporation is Magicworks Entertainment Incorporated.
2. Article IV is amended to read as follows:
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this Corporation shall have
authority to issue is:
(a) COMMON STOCK. The Corporation shall have authority to
issue 50,000,000 shares of common stock having a par value of $.001 per
share. All shares of common stock shall have the same rights and shall
not be liable to any further call or assessment and shall have no
pre-emptive rights.
(b) PREFERRED STOCK. The Corporation shall have authority to
issue 5,000,000 shares of preferred stock, $.001 par value, which may
be issued in one or more series and with such rights, preferences and
designations as determined by the Corporation's board of directors. All
shares of any one series shall be alike in every particular.
EIGHTH: The Agreement and Plan of Merger dated July 24, 1996, between
SWC and MEI is on file at the principal place of business of SWC at 1258 E.
Malvern Ave., Salt Lake City, UT 84117 and will be furnished on request without
cost to any stockholder of either of the Constituent Corporations.
NINTH: Upon this Merger becoming effective, the Surviving Corporation
acknowledges that it is deemed, under Florida law:
(a) To appoint the Secretary of State as its agent for service
of process in a proceeding to enforce any obligation or the rights of
dissenting shareholders of each domestic corporation party to the
merger or share exchange; and
(b) To agree that it will promptly pay to the dissenting
shareholders of each domestic corporation party to the merger or share
exchange the amount, if any, to which they are entitled under Section
607.1302, Florida Statutes.
SHADOW WOOD CORPORATION
By:/s/ Robert L. Wright
Robert L. Wright, President
By:/s/ Mark Archibald
Mark Archibald, Secretary
MAGICWORKS ENTERTAINMENT
INCORPORATED
By:/s/ Lee Marshall
Lee Marshall, President
By:/s/ Larry Turk
Larry Turk, Secretary