ARTICLES OF MERGER
OF
VIS VIVA CORPORATION
(a Nevada corporation)
AND
WIDEBAND CORPORATION
(a Missouri corporation)
Pursuant to 92A.100 through 92A.500 and specifically, 92A.200, of the
Nevada Revised Statutes (NRS) and Section 351.430 of the Missouri Revised
Statutes (1994), the corporations herein named do hereby adopt the following
Articles of Merger:
1. Annexed hereto and made a part hereof as Exhibit A is the September 6,
1999 Plan and Agreement of Merger, as amended, for merging WIDEBAND CORPORATION,
a Missouri corporation (WideBand), with and into VIS VIVA CORPORATION, a Nevada
corporation (VISV). In addition to having obtained approval by the stockholders
of each constituent corporation as set forth below, the said Plan and Agreement
of Merger, as amended, has been adopted and approved by the Board of Directors
of WideBand and by the Board of Directors of VISV, all as required under NRS
Section 78.458.1(b).
2. The merger of WideBand with and into VISV is permitted by the laws of
the States of Missouri and Nevada and has been undertaken in compliance with
said laws.
3. The said Plan and Agreement of Merger, Exhibit A hereto, was submitted
to the stockholders of WideBand pursuant to the provisions of Section 351.458
and Section 351.420 of the Missouri Revised Statutes (1994). The manner of
approval thereof by said stockholders was as follows:
(i) The designation, number of outstanding shares and the number of
votes entitled to be cast by the one and only class of securities
entitled to vote on the said Plan and Agreement of Merger are as
follows:
Number
Entitled
Designation Outstanding Shares to Vote
------------- -------------------- ------------
Common stock 12,801,819 12,801,819
(ii) The transaction was submitted to the stockholders of WideBand at
a Special Meeting of its Shareholders held on February 18, 2000.
The total number of votes whose owners or holders, either in
person or by proxy, voted in favor of the merger transaction
herein provided for is as follows:
Number Voted For Number Voted Against
---------------- --------------------
12,032,519 -0-
The foregoing number of votes which voted for adoption of the said Plan and
Agreement of Merger by the singular voting group entitled to vote thereon was
well over fifty percent (50%) and therefore, such was sufficient for the
approval thereof by the said class.
4. The said Plan and Agreement of Merger, Exhibit A hereto, was also
submitted to a vote of the stockholders of VISV pursuant to the provisions of
NRS 78.390 titled AMENDMENT OF ARTICLES AFTER ISSUING STOCK: PROCEDURE, and NRS
92A.190 titled MERGER OR EXCHANGE WITH FOREIGN ENTITY of the Revised Nevada
statutes. The manner of approval thereof by said stockholders was as follows:
(i) The designation, number of outstanding shares and the number of
votes entitled to be cast by the one and only class of securities
entitled to vote on the said Plan and Agreement of Merger are as
follows:
Number
Entitled
Designation Outstanding Shares to Vote
------------- -------------------- ------------
Common stock 1,375,000 1,375,000
(ii) The transaction was submitted to the stockholders of VISV at a
Special Meeting of its Shareholders held on February 18, 2000. The total number
of votes whose owners or holders consented in advance to the merger in writing
as contemplated in NRS Section 78.320 and who otherwise, in person or by proxy,
voted in favor of the merger transaction herein provided for at the Special
Meeting is as follows:
Number Voted For Number Voted Against
---------------- --------------------
808,475 -0-
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The foregoing number of votes which voted for adoption of the said Plan and
Agreement of Merger by the singular voting group entitled to vote thereon was
well over fifty percent (50%) and therefore, such was sufficient for the
approval thereof by the said class.
As to each specific Article of Amendment to be voted upon, all as
contemplated in NRS 78.390.1(b), the votes on the proposal to approve a
recapitalization of the Company's 1,375,000 issued and outstanding shares of
common capital stock on the basis of a 1-for-7 reverse-split (a proposal which
does not require amending the Articles but which generally requires shareholder
approval) were as follows:
Number Voted For Number Voted Against
---------------- --------------------
808,475 -0-
On the proposal to amend the Articles of Incorporation to change the name
of the company from Vis Viva Corporation to WideBand Corporation the votes were
as follows:
Number Voted For Number Voted Against
---------------- --------------------
808,475 -0-
On the proposal to increase the authorized shares from 15 million common
capital shares to 20 million common capital shares, the votes were as follows:
(See page 6.)
Number Voted For Number Voted Against
---------------- --------------------
808,475 -0-
On the proposal to streamline the corporate purposes of the Company to
provide that the Company shall be authorized to conduct and engage in any lawful
business authorized and permitted under Nevada law, the votes were as follows:
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Number Voted For Number Voted Against
---------------- --------------------
808,475 -0-
On the proposal to issue a total of 55,000 restricted shares to certain
insiders as finder's, agent's or consultant's fees (a proposal which does not
require amending the Company's Articles but which the board wanted to submit to
the shareholders), the votes were as follows:
Number Voted For Number Voted Against
---------------- --------------------
808,475 -0-
5. As contemplated in NRS Section 78.390 there have been amendments to the
Articles of Incorporation of VISV, the Survivor, resulting from the merger
transaction provided for herein. Such amendments are contained in the
Certificate of Amendment to the Articles of Incorporation of Vis Viva
Corporation to be filed with the State of Nevada contemporaneously with the
filing of these Articles of Merger.
6. The merger herein described shall become effective at the time that this
document is first recorded with the Secretary of State of the State of Missouri
and at the time this document is thereafter recorded and filed with the
Secretary of State of the State of Nevada.
7. The most convenient address of the Surviving Corporation is and shall be
401 West Grand, Gallatin, MO 64640, phone number (660) 663-3000, fax no.
(660) 663-3736. The Surviving Corporation shall also maintain a Nevada office
as follows: WideBand Corporation, a Nevada corporation, c/o State Agent and
Transfer Syndicate, Inc., Attn: Elizabeth R. Brogan, 318 North Carson Street,
Carson City, Nevada 89701.
WIDEBAND CORPORATION,
a Missouri corporation
Date: February 21, 2000 /s/ Roger E. Billings
------------------------------------
Roger E. Billings, President
Date: February 21, 2000 /s/ Eileen Dayton
------------------------------------
Eileen Dayton, Secretary/Treasurer
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VIS VIVA CORPORATION,
a Nevada corporation
Date: 2/18/00 /s/ John Michael Coombs
------------------------------------
John Michael Coombs, President
Date: 2/18/00 /s/ Angelo Vardakis
------------------------------------
Angelo Vardakis, Secretary/Treasurer
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Continued from page 3, Merger Vis Viva Corporation
The number of shares the Corporation is authorized to issue is twenty
million (20,000,000) shares, having a par value of $0.01 per share, and the
Corporation is authorized to issue, and/or grant options and/or warrants to
purchase, or otherwise acquire, shares of the common stock of the Corporation,
upon such terms and for such consideration as the Board of Directors of the
Corporation shall determine. All shares of stock of this Corporation shall be
of the same class, namely, common capital shares, and shall have the same rights
and preferences. Fully paid shares of stock of this Corporation shall not be
subject to any further call or assessment. The Corporation shall have the right
to purchase, take or otherwise acquire its own shares to the full extent
permitted under Nevada Law.
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