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Exhibit 3.1(D)
ARTICLES OF MERGER
OF
SHARP FLORIDA ACQUISITION CORP.
(A FLORIDA CORPORATION)
WITH AND INTO
SHARP TECHNOLOGY, INC.
(A DELAWARE CORPORATION)
Pursuant to Section 607.1105 of the Florida Business Corporation Act,
the undersigned corporations adopt the following Articles of Merger:
FIRST: The plan of merger is as follows:
1. MERGER. SHARP FLORIDA ACQUISITION CORP., a Florida corporation
bearing Document #P00000111533 ("Acquisition") shall be merged (the "Merger")
with and into SHARP TECHNOLOGY, INC., a Delaware corporation ("Sharp").
Acquisition and Sharp are sometimes hereinafter collectively referred to as the
"Constituent Corporations." Sharp shall be the surviving corporation of the
Merger (the "Surviving Corporation"), effective upon the date when these
Articles of Merger are filed with the Department of State of the State of
Florida (the "Effective Date").
2. ARTICLES OF INCORPORATION AND BY-LAWS. The Articles of Incorporation
and the By-Laws of Sharp, as same shall exist from and after the Effective Date,
shall be the Articles of Incorporation and By-Laws of the Surviving Corporation
following the Effective Date, unless and until the same shall be amended or
repealed in accordance with the provisions thereof or applicable law, which
power to amend or repeal is hereby expressly reserved, and all rights or powers
of whatsoever nature conferred in such Articles of Incorporation and By-Laws of
the Surviving Corporation, shall constitute the Articles of Incorporation and
By-Laws of the Surviving Corporation separate and apart from these Articles of
Merger.
Clint J. Gage, Esq., FL Bar #00191776
Atlas Pearlman, P.A.
350 East Las Olas Boulevard
Suite 1700
Fort Lauderdale, Florida 33301
(954) 766-7864
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3. SUCCESSION. On the Effective Date, Sharp shall continue its
corporate existence under the laws of the State of Delaware, and the separate
existence and corporate organization of Acquisition, except insofar as it may be
continued by operation of law, shall be terminated and cease.
4. CONVERSION OF SHARES. On the Effective Date, by virtue of the Merger
and without any further action on the part of the Constituent Corporations or
their shareholders, each outstanding share of Acquisition's common stock
("Acquisition Common Stock") shall be converted into one share of Sharp common
stock, $.001 par value ("Sharp Common Stock"), and each outstanding share of
Sharp Common Stock shall be converted into 1/3 of a share of the common stock
("Celebrity Common Stock") of Celebrity Entertainment Group, Inc., a Wyoming
corporation and parent company of Acquisition ("Celebrity"), pursuant to Section
7 and Section 8 of the Agreement and Plan of Merger (the "Plan of Merger")
between Acquisition, Sharp, and Celebrity.
SECOND: The Effective Date of the Merger is the date upon which these Articles
of Merger are filed with the Secretary of State of the State of Florida.
THIRD: The Plan of Merger was adopted by Acquisition's sole director by Written
Consent dated December 15, 2000, and by Acquisition's sole shareholder by
Written Consent dated December 15, 2000; and by Sharp's board of directors by
Unanimous Written Consent dated December 18, 2000, and by Sharp's shareholders
by Written Consent of the holders of a majority of the shares of outstanding
Sharp Common Stock dated December 8, 2000; and by Celebrity's sole director by
Written Consent dated December 15, 2000.
Signed this 18 day of December 2000.
SHARP FLORIDA ACQUISITION CORP. SHARP TECHNOLOGY, INC.
A FLORIDA CORPORATION A DELAWARE CORPORATION
By: /s/ Alan Pavsner By: /s/ George Sharp
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Alan Pavsner George Sharp
Its President Its President
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