ARTICLES OF MERGER
OF
BETHURUM LABORATORIES, INC.
a Utah Corporation into
BETHURUM LABORATORIES, LTD.
a British Virgin Island International Business Company
Pursuant to the provisions of Sections 16-10a-1105 and 16-10a-1106 of the
Utah Revised Business Corporation Act, Bethurum Laboratories, Inc., a Utah
Corporation (hereafter the "Utah Corporation"), and Bethurum Laboratories,
LTD., a British Virgin Island International Business Company (hereafter the
"BVI Corporation" or "Surviving Corporation"), adopt the following Articles of
Merger for the purpose of merging the Utah Corporation into the BVI
Corporation. At the effective time of the merger (i) the Utah Corporation
will merge (the "Merger") into the BVI Corporation; and (ii) shares of the
common stock of the Utah Corporation will be converted into shares of the BVI
Corporation all upon the terms and conditions set forth herein.
1. The laws of the British Virgin Islands and the State of Utah, the
jurisdictions under which the BVI Corporation and the Utah Corporation are
organized, permit the Merger.
2. The BVI Corporation shall be surviving corporation. The name of the
Surviving Corporation shall be BETHURUM LABORATORIES, LTD. and it is to be
governed by the laws of the British Virgin Islands.
3. The Agreement and Plan of Merger between the parties is as follows:
A. The Utah Corporation and the BVI Corporation have entered
into an Agreement and Plan of Merger (the "Merger") pursuant
to which the Utah corporation shall merge into the BVI
Corporation and the two corporations shall be a single
corporation, which shall be the BVI Corporation as the
surviving corporation. The separate existence of the Utah
Corporation shall cease except to the extent provided by the
laws of the State of Utah applicable to a corporation after
its merger into another corporation.
B. The BVI Corporation shall thereupon and thereafter possess
all the rights, privileges, immunities and franchises, of a
public or a private nature, of each of the corporations.
All property, real or personal, and all debts due on
whatever account, including subscriptions to shares, and all
other choices in action, and all and every other
interest of, or belonging to, or due to each of the
corporations, shall be taken and deemed to be vested in the
Surviving Corporation without further act or deed; and the
title to all real estate, or any interest therein,
vested in either of the corporations shall not revert or be
in any way impaired by reason of the Merger.
C. The BVI Corporation shall thenceforth be responsible and
liable for all of the liabilities and obligations of each of
the corporations. Any claim existing or action or
proceeding pending by or against either of the corporations
may be prosecuted to judgment as if the merger had not taken
place, or the Surviving Corporation may be substituted in
its place, and neither the rights of creditors nor any
liens upon the property of either of the corporations shall
be impaired by the Merger.
D. The aggregate amount of the net assets of the corporations
which was available for the payment of dividends immediately
prior to the merger, to the extent that the value thereof is
not transferred to stated capital by the issuance of shares
or otherwise, shall continue to be available for the payment
of dividends by the Surviving Corporation.
E. The Articles of Association and Memorandum of Association of
the BVI Corporation as existing and constituted immediately
prior to the effective date of Merger shall be and
constitute the Articles of Association and Memorandum of
Association of the Surviving Corporation.
F. The directors and officers of the Surviving Corporation
shall, at the effective date be as follows:
William A. Silvey, Jr. President/Director
W. Scott Thompson Vice President/Secretary/Director
G. Each share of the Utah Corporation shall be converted into
one fully paid and non-assessable share of capital stock of
the BVI Corporation. No fractional shares shall be issued
in the merger and any fractional shares shall be rounded up
to the next whole number. After the effective date of the
Merger, each owner of an outstanding certificate or
certificates theretofore representing shares of the Utah
Corporation shall be entitled, upon surrendering such
certificate or certificates to the Surviving Corporation, to
receive in exchange therefor a certificate or certificates
representing the number of shares of stock of the Surviving
Corporation into which the shares of the Utah Corporation
theretofore represented by the surrendered certificate or
certificates shall have been converted as hereinbefore
provided. Until so surrendered, each outstanding
certificate which, prior to the effective date of the
Merger, represented shares of the Utah Corporation shall be
deemed, for all corporate purposes, to represent the
ownership of the common stock of the Surviving Corporation
on the basis hereinbefore provided.
H. The effective date of the Merger shall be the date on which
these Articles of Merger are filed in the office of the
Division of Corporations, Department of Commerce, State of
Utah and an applicable filing is made in the British Virgin
Islands.
4. As to each of the undersigned corporations, the designation and
number of outstanding shares of each class entitled to vote as a
class on the Agreement and Plan of Merger are as follows:
Voting Number of
Name of Group Shares Votes Entitled
Corporation Designation Outstanding To Be Cast
Utah Corporation Common Stock 3,300,750 3,300,750
BVI Corporation Common Stock 100 100
5. As to each of the undersigned corporations, the total number of
shares voted for and against the Agreement and Plan of Merger,
respectively and as to each class entitled to vote thereon, are as
follows:
Voting
Name of Group Total Total
Corporation Designation Voted For Voted Against
Utah Corporation Common Stock 2,726,350 -0-
BVI Corporation Common Stock 100 -0-
6. The Surviving Corporation, hereby authorizes service of process on
it by registered or certified mail return receipt requested, in
connection with any proceeding to enforce any obligations or
rights of dissenting shareholders of the Utah Corporation or in
connection with any proceeding based on a cause of action arising
with respect to the Utah Corporation. Any such service of process
mailed under this Section 6 shall be mailed to Bethurum
Laboratories, LTD., c/o A. O. Headman, Jr., 525 East 100 South,
Fifth Floor, Salt Lake City, Utah 84102.
7. The BVI Corporation will promptly pay to the dissenting
shareholders of the Utah Corporation the amount, if any, to which
they are entitled to under the provisions of the Revised Business
Corporation Act of the State of Utah with respect to the rights of
dissenting shareholders.
Dated: November 10, 2000
Bethurum Laboratories, Ltd. Bethurum Laboratories, Inc.
a British Virgin Islands International a Utah corporation
Business Company
By: /s/ William A. Silvey, Jr. By: /s/ William A. Silvey, Jr.
William A. Silvey, Jr., President William A. Silvey, Jr., President