Exhibit 2.2
FILED
No. C8952-98
October 31, 2002
In the office of
Dean Heller, Secretary of State
ARTICLES OF MERGER
PROHEALTH MEDICAL TECHNOLOGIES, INC.
(a Nevada corporation)
APPLIED DNA SCIENCES, INC. (ADNAS, Inc.)
(a Nevada corporation)
The undersigned parent-subsidiary corporations desiring to merge a wholly-owned
Nevada subsidiary corporation, Applied DNA Sciences, Inc. (ADNAS, Inc.) as the
merging corporation, with and into its Nevada parent corporation, ProHealth
Medical Technologies, Inc., as the surviving corporation, hereby sign, seal, and
present for filing these Articles of Merger as required by Section 92A.180 of
the Nevada Revised Statutes ("NRS") as follows:
1. The names of the constituent corporations are:
Merging Corporation:
Applied DNA Sciences, Inc. (ADNAS, Inc.), a Nevada corporation, which is the
wholly-owned subsidiary of ProHealth Medical Technologies, Inc., a Nevada
corporation which is the surviving corporation of this merger.
Surviving Corporation:
ProHealth Medical Technologies, Inc., a Nevada corporation, which is the parent
of Applied DNA Sciences, Inc. (ADNAS, Inc.), also a Nevada corporation.
2. The addresses of the corporations are as follows:
Applied DNA Sciences, Inc. (ADNAS, Inc.): 9255 West Sunset Blvd. Suite 805,
Los Angeles, California 90069
ProHealth Medical Technologies, Inc.: 211 West Wall Street,
Midland, Texas 70701
3. This merger is permitted under the laws of the State Nevada. Applied DNA
Sciences, Inc. (ADNAS, Inc.) and ProHealth Medical Technologies, Inc. have
complied with the applicable provisions of the corporation laws of the State
Nevada.
4. The new primary address for the surviving corporation will be 9255 West
Sunset Blvd. Suite 805, Los Angeles, California 90069.
5. The Plan of Reorganization and Plan of Merger were adopted unanimously by the
Boards of Directors of ProHealth Medical Technologies, Inc. and Applied DNA
Sciences, Inc. (ADNAS, Inc.) Neither the Merging Corporation [Applied DNA
Sciences, Inc.(ADNAS, Inc.)] nor the Surviving Corporation (ProHealth Medical
Technologies, Inc.) were required to seek shareholder approval for this action
as this merger qualified as a parent/subsidiary merger under Section 92A.190 of
the NRS.
6. As a result of this merger, the shares of the Merging Corporation have been
canceled.
7. The Articles of Incorporation of ProHealth Medical Technologies, Inc. will be
amended in conjunction with the merger. Article I of the Articles of
Incorporation is hereby amended to read as follows: I. The name of the
corporation is: Applied DNA Sciences, Inc.
ARTICLES OF MERGER ProHealth Medical Technologies, Inc. (Nevada) and Applied DNA
Sciences, Inc. (ADNAS, Inc.) (Nevada)
PAGE 2
8. The merger shall be effective upon the filing of these Articles of Merger in
the State of Nevada.
9. The surviving corporation agrees that it may be served with process in the
State of California in "any proceeding for enforcement of any obligation of the
merging corporation, or of any obligation of the surviving corporation arising
from the merger, including any suit or other proceeding to enforce the right of
any stockholders in any appraisal proceedings. The surviving corporation
irrevocably appoints the Secretary of State of California as its agent to accept
service of process and to send it to:
9255 West Sunset Blvd. Suite 805, Los Angeles, California 90069
10. Copies of the Articles of Merger and the Plan and Agreement of
Reorganization and Plan of Merger effectuated in accordance with Section
368(a)1(B) of the Internal Revenue Code are both available and on file at the
offices of the surviving corporation. Copies will be furnished by the surviving
corporation, without cost, to any stockholder of a constituent corporation, upon
request.
IN WITNESS WHEREOF, the constituent corporations have executed these Articles of
Merger. this 23rd day of October 2002.
PROHEALTH MEDICAL TECHNOLOGIES, INC.
(Nevada)
/s/ Glenn Little
ATTEST -----------------------
Glenn Little, President
/s/
- -----------------------
Secretary
APPLIED DNA SCIENCES, INC. (ADNAS, INC.)
ATTEST /s/ Lawrence Lee
----------------------
Lawrence Lee, President
/s/
- -----------------------
Secretary
State of Nevada Secretary of State
I hereby certify that this is a true and compete copy of the document filed as
in this office
November 5, 2002
Dean Heller
By: Illegible