FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
Aug 10 1995
DEAN HELLER SECRETARY OF STATE
No. /s/ Dean Heller
4011-87
ARTICLES OF MERGER
AND
AGREEMENT AND PLAN OF MERGER
OF
PROMOTEL, INC.
AND
PROMOTEL, INC.
AGREEMENT OF MERGER entered into on July 11, 1995 by PROMOTEL, INC.,
a Nevada corporation, and PROMOTEL, INC., an unrelated Delaware corporation, as
approved by the Board of Directors of each of said corporations:
R E C I T A L S:
A. The constituent corporations desire to merge into a single
corporation.
B. PromoTel, Inc., a Delaware corporation, (the "Disappearing
Corporation") filed it Certificate of Incorporation in the office of the
Secretary of State of Delaware on May 18, 1995 and has an authorized capital
stock consisting of Thirty Million (30,000,000) shares of Common Stock of the
par value of one/thousandth cent ($.00l) each, of which 8,000,000 shares of such
Common Stock are now issued and outstanding.
C. PromoTel, Inc., a Nevada Corporation, (the
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"Surviving Corporation") filed its Articles of Incorporation in the office of
the Secretary of State of Nevada on May 27, 1987 and has an authorized capital
stock consisting of One Hundred Million (100,000,000) Common Shares of the par
value of one/thousandth cent ($.001) each, and One Million (1,000,000) Preferred
Shares, amounting in the aggregate to One Hundred and One Thousand Dollars
($101,000.00), of which capital stock 8,856,215 shares are now issued and
outstanding.
D. The principal office of the Surviving Corporation in the state of
Nevada as the Effective Date of this merger, will be located c/o United
Corporate Services, and the name and address of its resident agent will be, as
the Effective Date of this merger, United Corporate Services, 841 East Second
Street, Carson City, Nevada 89701. The principal office of the Disappearing
Corporation in the state of Delaware is located c/o The Corporate Company, and
the name and address of its registered agent is The Corporate Company, 3
Chritine Center, 201 North Walnut Street, Wilmington, Delaware 19898.
E. The laws of the jurisdiction of incorporation of the Disappearing
Corporation and of the Surviving Corporation each permit the merger of a
business corporation of said respective jurisdiction with and into a business
corporation of another
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jurisdiction.
NOW, THEREFORE, the corporations, parties to this agreement, by and
between their respective Boards of Directors, in consideration of the mutual
covenants, agreements and provisions hereinafter contained, have agreed and do
hereby agree each with the other that the Disappearing Corporation merge into
The Surviving Corporation, and do hereby agree upon and prescribe the terms and
conditions of said merger and of carrying the same into effect, and the manner
and basis of causing the shares of the disappearing corporation to constitute or
be converted into shares of the surviving corporation as follows:
1. The Disappearing Corporation, hereby merges into the Surviving
Corporation.
2. The separate existence of the Disappearing Corporation shall
cease upon the effective date of the merger in accordance with the provisions of
the laws of the State of Delaware, the jurisdiction of incorporation of said
corporation. The effective date of the merger will be July 11, 1995.
3. The Articles of Incorporation of the Surviving Corporation are to
be and remain the Articles of Incorporation of the Surviving Corporation, to
continue in full force and effect until amended in the manner prescribed by the
General Corporation
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Law of Nevada.
4. The bylaws of the Surviving Corporation, upon the effective date
of the merger in the State of Nevada, shall be the bylaws of said Surviving
Corporation and shall Continue in full force and effect until changed, altered
or amended as therein provided and in the manner prescribed by the provisions of
the General Corporation Law of the State of Nevada.
5. The directors and officers in office of the Surviving
Corporation, upon the effective date of the merger in the State of Nevada, shall
continue to be the members of the board of directors and the officers of the
Surviving Corporation, all off whom shall hold their directorships and offices
until the election, choice, and qualification of their respective successors or
until their tenure is otherwise terminated in accordance with the bylaws of the
Surviving Corporation.
6. The Eight Million (8,000,000) shares of the Disappearing
Corporation outstanding prior to the merger shall, upon the completion of the
merger on the effective date thereof, be converted into Eight Million
(8,000,000) shares of the Common Stock of the Surviving Corporation. Each share
of the Surviving Corporation's Common Stock shall remain unchanged and holders
of the Surviving Corporation's Common Stock shall not be entitled to
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appraisal or dissenters' rights in connection with the merger.
7. The terms and conditions of the merger are as follows:
(a) The Disappearing Corporation shall pay all expenses of
carrying this agreement of merger into effect and of accomplishing the merger.
(b) Upon the date when this agreement shall become effective,
the separate existence of the Disappearing Corporation, shall cease, and the
Disappearing Corporation shall be merged into the Surviving Corporation, in
accordance with the provisions of this agreement, which Surviving Corporation
shall possess all the rights, privileges, powers and franchises as well of a
public as of a private nature and be subject to all the restrictions,
disabilities and duties of each of the corporations, parties to this agreement,
and all and singular, the rights, privileges, powers and franchises of each of
said corporations, and all property, real, personal and mixed, and all debts due
to each of such corporations on whatever account, as well for stock
subscriptions as all other things in action or belonging to each of the
constituent corporations shall be vested in the Surviving Corporation; and all
property rights and privileges, powers and
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franchises and all and every other interest shall be thereafter as effectually
the property of the Surviving Corporation as they were of the respective
constituent corporations, and the title to any real or personal property,
whether by deed or otherwise, vested in any of said corporations, parties
hereto, shall not revert or be in any way impaired by reason of this merger,
provided that all rights of creditors and all liens upon the property of any of
said corporations, parties hereto, shall be preserved unimpaired, limited in
lien to the property affected by such liens immediately prior to the time of the
merger, and all debts, liabilities and duties of the Disappearing Corporation
shall thenceforth attach to the said Surviving Corporation and may be enforced
against it to the same extent as if said debts, liabilities and duties had been
incurred or contracted by it.
(d) If at any time the Surviving Corporation shall consider or
be advised that any further assignments or assurances in law or any things are
necessary or desirable to vest in said corporation, according to the terms
hereof, the title to any property or rights of said Disappearing Corporation,
the proper officers and directors of said Disappearing Corporation shall and
will execute and make all such proper assignments and assurances and do all
things necessary or proper to vest title in such
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property or rights in the Surviving Corporation, and otherwise to carry out the
purposes of this agreement of merger.
(e) (i) The Surviving Corporation reserves the right to amend,
alter, change or repeal any provision contained in this agreement of merger
which may be contained in the Articles of Incorporation of a corporation
organized under the laws of the State of Nevada in the manner now or hereafter
prescribed by said laws of the State of Nevada, and all rights conferred upon
stockholders herein are granted subject to this reservation.
(ii) Notwithstanding the foregoing, this agreement of merger
may be amended at any time prior to the Effective Time, by written agreement of
the Boards of Directors of each of the Disappearing Corporation and the
Surviving Corporation.
8. The mode of carrying this merger into effect is as follows:
(a) This Agreement and Plan of Merger is signed by at least a
majority of the directors of each corporation that is a party to this merger.
(b) This agreement has been approved by the holders of
Ninety-two (92%) of the outstanding stock of the Surviving Corporation and One
Hundred (1O0%) percent of the Disappearing Corporation.
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(a) This agreement of merger is required to be authorized,
adopted, or approved, as the case may be, by the shareholders of the
Disappearing corporation in accordance with the laws of the State of Delaware.
The shareholders of the Disappearing Corporation have the right to dissent and
seek appraisal for the fair value of their shares.
(d) This agreement has been submitted to the shareholders of
the Disappearing Corporation for their written consent as provided by Section
228 of the Delaware General Corporation Law. Shareholders of the Disappearing
Corporation representing not less than a majority of each class of the issued
and outstanding shares of said corporation entitled to vote thereon (even though
their right to vote be otherwise restricted or denied) shall be required for the
adoption of this agreement.
(e) After this agreement has been duly adopted by the
respective shareholders of each constituent corporation, that fact shall be set
forth in a certificate attached to the agreement by the secretary or assistant
secretary of each such corporation, and the agreement so adopted and certified
shall be signed by the president or vice-president and the secretary or
assistant secretary of each corporate party hereto and acknowledged by the
president or vice president of each corporate party hereto to be
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the respective act, deed and agreement of each such corporation, and the
agreement so certified and acknowledged shall be filed in the office of the
respective Secretary of State of Delaware and Nevada and a copy thereof duly
certified by the Secretary of State shall be recorded in the office of the Clerk
of Carson City, and shall be effective from the filing thereof in the office of
the Secretary of State of Nevada.
9. In the event that the merger herein provided for shall have been
fully authorized in accordance with the provisions of the laws of the
jurisdictions of incorporation of the Disappearing Corporation and the Surviving
Corporation, the Disappearing Corporation and the Surviving Corporation hereby
agree that they will cause to be executed and filed and/or recorded any document
or documents prescribed by the laws of the State of Nevada and of the State of
Delaware and that they will cause to be performed all necessary acts therein and
elsewhere to effectuate the merger (the "Effective Time").
10. Anything contained herein to the contrary notwithstanding, this
Agreement and Plan of Merger may be terminated and the merger abandoned at any
time prior to the Effective Time, whether before or after approval and adoption
by the shareholders of the Disappearing Corporation, without liability
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on the part of either party to the other (i) by mutual consent of the Boards of
Directors of the constituent corporations, (ii) at the option of either of the
constituent corporations, if there is threatened, instituted or pending any
suit, action, investigation, inquiry or other proceeding by or before any court
or governmental or regulatory or administrative agency or commission requesting
or looking toward on order, injunction, or similar order which prohibits the
consummation or the transactions contemplated by this Agreement and Plan of
Merger, or (iii) at the option of the Surviving Corporation if there should be
any action, matter or thing which in the opinion of the Board of Directors of
the Surviving Corporation would impose any material limitation on the Surviving
Corporation effectively succeeding to or exercising full rights of ownership of
the Disappearing Corporation or the business or the assets of the Disappearing
Corporation.
11. The Disappearing Corporation agrees to conduct its business in
the ordinary and usual course prior to the consummation of the merger and the
Effective Time.
12. The Board of Directors and the proper officers of the
Disappearing Corporation and of the Surviving Corporation, respectively, are
hereby authorized, empowered and directed to do any and all acts and things, and
to make, execute, deliver, file,
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and/or record any and all instruments, papers and documents which shall be or
become necessary, proper or convenient to carry out or put into effect any of
the provisions of this Agreement of Merger or of the merger herein provided for.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to
authority duly given by their respective boards of directors, have caused these
presents to be executed by the president, secretary and a majority of the
directors of each party hereto, and the corporate seal affixed.
PROMOTEL, INC.
(the Surviving Corporation)
By: /s/ Bradley R. Wilson
--------------------------------
Bradley R. Wilson, President
and Director
X /s/ Steven A. Sanders
--------------------------------
Steven A. Sanders, Secretary
and Director
(Corporate Seal)
ATTEST:
/s/ Phyllis R. Gottesman
- ------------------------
Sworn to before me this 11 day
of July, 1995.
/s/ James Eisberg
--------------------------------
Notary Public
JAMES EISSERG
Notary Public, State of New York
No. 6164215
Qualified in New York County
Commission Expires February 28, 1997
RECEIVED
AUG 10 1995
Secretary of State
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PROMOTEL, INC.
(the Disappearing Corporation)
By: /s/ Frank C. Magliato
------------------------------------
Frank C. Magliato, President
By: /s/ Frank C. Magliato
------------------------------------
Frank C. Magliato, Sole Director
Corporate Seal
ATTEST:
/s/ Phyllis R. Gottesman
- ------------------------
Sworn to before me this 11 day
of July, 1995.
/s/ James Eisberg
--------------------------------
Notary Public
JAMES EISBERG
Notary Public, State of New York
No. 6164215
Qualified in New York County
Commission Expires February 28, 1997
RECEIVED
AUG 10 1995
Secretary of State
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