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EXHIBIT 2.01
Articles of Merger
of
Diversified Industries, Inc.,
a Utah corporation
with and into
EZ Merger Co
a Nevada corporation
THESE ARTICLES OF MERGER are executed and entered into this 15th day of
October, 1999, by and between EZ Merger Co, a Nevada corporation (hereinafter
referred to as "EZ" or the "Surviving Corporation"), and Diversified
Industries, Inc., a Utah corporation (hereinafter referred to as "DII").
Witnesseth
I. Plan of Merger
Pursuant to these Articles of Merger, it is intended and agreed that DII will
be merged with and into EZ and that EZ shall be the Surviving Corporation, as
provided below. The terms, conditions, and understandings of the merger are
set forth in the Agreement and Plan of Merger between EZ and DII dated as of
September 26, 1999, a copy of which is attached hereto as Exhibit "A" and
incorporated herein by this reference.
II. Articles of Incorporation and Bylaws
On the consummation of the merger, the articles of incorporation and bylaws of
EZ shall be the articles of incorporation and bylaws of the Surviving
Corporation.
III. Name of Surviving Corporation
The name of the Surviving Corporation, which will continue in existence after
the merger, shall be EZConnect, Inc.
IV. Officers and Directors
The officers and directors of EZ, shall become the officers and directors of
the Surviving Corporation.
V. Authorized and Outstanding Shares of DII
DII is authorized to issue 100,000,000 shares of common stock, $0.01 par
value, of which 6,463,659 shares are issued and outstanding as of the date
hereof.
VI. Authorized and Outstanding Shares of EZ
EZ is authorized to issue 45,000,000 shares of common stock, par value $0.001
per share, of which 1000 shares are issued and outstanding and 5,000,000
shares of preferred stock, par value $0.001 per share, none of which is issued
and outstanding as of the date hereof.
VII. Approval by Shareholders of DII
Of the 6,463,659 shares of common stock of DII issued and outstanding,
5,088,436 shares were voted in favor of the Agreement and Plan of Merger, with
- -0- shares voting against or abstaining, all in accordance with the provisions
of the Utah Revised Business Corporation Act. Such shares were voted as a
class; no shares of any other class of stock were issued and outstanding and
entitled to vote thereon.
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VIII. Approval by Shareholder of EZ
Of the 1,000 shares of common stock of EZ issued and outstanding all 1,000
shares were voted in favor of the Agreement and Plan of Merger, with no shares
voting against or abstaining, all in accordance with the provisions of the
Nevada Revised Statutes. Such shares were voted as a class; no share of any
other class of stock were issued and outstanding and entitled to vote thereon.
IX. Statutory Basis for Merger
The merger of DII with and into EZ is allowed pursuant to Section 1107 of the
Utah Revised Business Corporation Act and Sections 92A.190 of the Nevada
Revised Statutes.
X. Agreement of Surviving Corporation
The Surviving Corporation hereby consents and agrees that:
(a) The Surviving Corporation may be served with process in the State of
Utah in any proceeding for the enforcement of any obligation of DII as well as
for enforcement of any obligation of the Surviving Corporation arising from
the merger and in any proceeding for the enforcement of the rights of a
dissenting shareholder of DII against the Surviving Corporation;
(b) The Secretary of State of the State of Utah shall be, and hereby is,
irrevocable appointed as the agent of such Surviving Corporation to accept
service of process in any such proceeding;
(c) The Surviving Corporation's address for any service of process received
by the Secretary of State is Nevada Agency and Trust Co, 50 West Liberty
Street, Suite 880, Reno, Nevada 89501.
(d) Such Surviving Corporation will promptly pay to the dissenting
shareholders of DII the amount, if any, to which they shall be entitled under
the provisions of the Utah Revised Business Corporation Act with respect to
the rights of dissenting shareholders; and
(e) The Surviving Corporation shall keep on file at its principal place of
business a copy of the Agreement and Plan of Merger, as filed in the State of
Utah, which will be provided, without cost, to shareholders of the Surviving
Corporation when request.
IN WITNESS WHEREOF, the undersigned corporations, acting by their respective
Presidents and Secretaries, have executed these Articles of Merger as of the
date first above written.
Diversified Industries, Inc.
Attest: a Utah corporation
By: /S/ Elliott N. Taylor, Secretary By: /S/ Frank Gillen, President
EZ Merger Co
Attest: a Nevada corporation
By: /S/ Elliott N. Taylor By: /S/ Frank Gillen, President
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STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 15th day of
October, 1999, personally appeared before me Frank Gillen and Elliott Taylor,
the President and Secretary, respectively, of Diversified Industries, Inc., a
Utah corporation, who being by me first duly sworn, severally declared that
they are the persons who signed the foregoing documents as President and
Secretary of Diversified Industries, Inc., a Utah corporation, and that the
statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/
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Notary Public
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 15th day of
October, 1999, personally appeared before me Frank Gillen, the President of EZ
Merger Co, a Nevada corporation, who being by me first duly sworn, severally
declared that he is the person who signed the foregoing documents as President
of EZ Merger Co, a Nevada corporation, and that the statements therein
contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/
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Notary Public
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Plan of Merger
of
Diversified Industries, Inc.
and
EZ Merger Co
THIS PLAN OF MERGER (the "Plan") dated as of September 26, 1999 is entered
into by and between Diversified Industries, Inc., a Utah corporation ("DII"),
and EZ Merger Co, a Nevada corporation ("EZ"), such corporations being
hereinafter collectively referred to as the "Constituent Corporations."
Premises
WHEREAS, EZ is a corporation duly organized and existing under the laws of the
state of Nevada, having an authorized capital of 45,000,000 shares of common
stock, par value $0.001 per share (the "Common Stock of EZ"), of which 1000
shares are issued and outstanding as of the date hereof and 5,000,000 shares
of preferred stock, par value $0.001 per share, none of which is issued and
outstanding;
WHEREAS, DII is a corporation duly organized and existing under the laws of
the state of Utah, having an authorized capital of 100,000,000 shares of
common stock, par value $0.01 per share (the "Common Stock of DII"), of which
6, 463,659 shares are issued and outstanding as of the date hereof; and
WHEREAS, the respective boards of directors and shareholders of the
Constituent Corporations have each duly approved this Plan providing for the
merger of DII with and into EZ with EZ as the surviving corporation as
authorized by the statutes of the states of Utah and Nevada.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, and for the purpose of setting forth the terms
and conditions of said merger and the manner and basis of causing the shares
of DII to be converted into shares of stock of EZ and such other provisions as
are deemed necessary or desirable, the parties hereto have agreed and do
hereby agree, subject to the approval and adoption of this Plan by the
requisite vote of the stockholders of each Constituent Corporation, and
subject to the conditions hereinafter set forth, as follows:
Article I
Merger and Name of Surviving Corporation
On the effective date of the merger, DII and EZ shall cease to exist
separately and DII shall be merged with and into EZ, which is hereby
designated as the "Surviving Corporation," the name of which on and after the
Effective Date (as hereinafter defined) of the merger shall be "EZConnect,
Inc." or such other name as may be available and to which the parties may
agree.
Article II
Terms and Conditions of Merger
The terms and conditions of the merger (in addition to those set forth
elsewhere in this Plan) are as follows:
(a) On the Effective Date of the merger:
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(1) DII shall be merged into EZ to form a single corporation, and EZ shall be
designated herein as the Surviving Corporation.
(2) The separate existence of DII shall cease.
(3) The Surviving Corporation shall have all the rights, privileges,
immunities, and powers and shall be subject to all duties and liabilities of a
corporation organized under the laws of the state of Nevada.
(4) The Surviving Corporation shall thereupon and thereafter possess all the
rights, privileges, immunities, and franchises, of a public as well as a
private nature, of each of the Constituent Corporations; all property, real,
personal, and mixed, and all debts due of whatever account, including
subscriptions to shares, and all and every other interest, of or belonging to
or due to each of the Constituent Corporation shall be taken and deemed to be
transferred to and vested in the Surviving Corporation without further act or
deed; the title to any real estate, or any interest therein, vested in either
Constituent Corporation shall not revert or be in any way impaired by reason
of the merger; the Surviving Corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the Constituent
Corporations; any claim existing or action or proceeding pending by or against
either of such Constituent Corporations may be prosecuted as if the merger had
not taken place, or the Surviving Corporation may be substituted in place of
the Constituent Corporation; and neither the rights of creditors nor any liens
on the property of either of the Constituent Corporations shall be impaired by
the merger.
(b) On the Effective Date of the merger, the board of directors of the
Surviving Corporation shall consist of the members of the board of directors
of EZ immediately prior to the merger, to serve thereafter in accordance with
the bylaws of the Surviving Corporation and until their respective successors
shall have been duly elected and qualified in accordance with such bylaws and
the laws of the state of Nevada.
(c) On the Effective Date of the merger, the officers of the Surviving
Corporation shall be the officers of EZ immediately prior to the merger, with
such officers to serve thereafter in accordance with the bylaws of the
Surviving Corporation and until their respective successors shall have been
duly elected and qualified in accordance with such bylaws and the laws of the
state of Nevada.
If on the Effective Date of the merger, a vacancy shall exist in the board of
directors or in any of the offices of the Surviving Corporation, such vacancy
may be filled in the manner provided for in the bylaws of the Surviving
Corporation.
Article III
Manner and Basis of Converting Shares
The manner and basis of converting the shares of the Constituent Corporations
and the mode of carrying the merger into effect are as follows.
(a) Each share of Common Stock of DII outstanding on the Effective Date of
the merger shall, without any action on the part of the holder thereof, be
converted into one fully paid and nonassessable share of Common Stock of EZ
which shall, on such conversion, be validly issued and outstanding, fully
paid, and nonassessable, and shall not be liable to any further call, nor
shall the holder thereof be liable for any further payments with respect
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thereto. After the Effective Date of the merger, each holder of an
outstanding certificate which prior thereto represented shares of Common Stock
of DII shall be entitled, on surrender thereof along with the payment of $15
to DII transfer agent Colonial Stock Transfer, 440 East 400 South, Suite 1,
Salt Lake City, Utah 84111, to receive in exchange therefor a certificate or
certificates representing the number of whole shares of Common Stock of EZ,
which such shares shall have converted into. Until so surrendered, each such
outstanding certificate (which prior to the Effective Date of the merger
represented shares of Common Stock of DII) shall for all purposes evidence the
ownership of the shares of EZ into which such shares shall have been
converted.
(b) All shares of the Common Stock of EZ into which shares of the Common
Stock of DII shall have been converted pursuant to Article III shall be
issued in full satisfaction of all rights pertaining to the shares of Common
Stock of DII, as applicable.
(c) If any certificate for shares of EZ is to be issued in a name other than
that in which the certificate surrendered in exchange therefor is registered,
it shall be a condition of the issuance thereof that the certificate so
surrendered shall be properly endorsed and otherwise in proper form for
transfer, that the transfer be in compliance with applicable federal and state
securities laws, and that the person requesting such exchange pay to EZ or any
agent designated by it any transfer or other taxes required by reason of the
issuance of a certificate for shares of EZ in any name other than that of the
registered holder of the certificate surrendered, or establish to the
satisfaction of EZ or any agent designated by it that such tax has been paid
or is not payable.
Article IV
Certificate of Incorporation and Bylaws
The articles of incorporation of EZ shall, on the merger becoming effective,
be and constitute the articles of incorporation of the Surviving Corporation
until amended in the manner provided by law. The bylaws of EZ shall, on the
merger becoming effective, be and constitute the bylaws of the Surviving
Corporation until amended in the manner provided by law.
Article V
Shareholder Approval
This Plan shall be submitted to the stockholders of each of the Constituent
Corporations as provided by the laws of the States of Utah and Nevada. After
the approval or adoption thereof by the stockholders of each Constituent
Corporation in accordance with the requirements of the applicable laws, all
required documents shall be executed, filed, and recorded, and all required
acts shall be done in order to accomplish the merger under the provisions of
the laws of the states of Utah and Nevada.
Article VI
Officers and Directors
The officers and directors of EZ shall remain the officers and directors of
EZ, after the Merger, and such officers and directors shall serve until the
next annual meeting of shareholders and until such time as their successors
are duly elected and shall qualify.
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Article VII
Approval and Effective Date of the Merger; Miscellaneous Matters
1. The merger shall become effective when all the following actions shall
have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on behalf of
each Constituent Corporation in accordance with the laws of the states of Utah
and Nevada;
(b)This Plan, or certificate of merger in the form required, executed and
verified in accordance with the laws of the states of Utah and Nevada, shall
be filed in the Offices of the Secretary of State of Utah and Nevada; and
(c) The date on which such actions are completed and such merger is effected
is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised that any
further grants, assignments, confirmations, or assurances are necessary or
desirable to vest, perfect, or confirm title in the Surviving Corporation, of
record or otherwise, to any property of DII acquired or to be acquired by, or
as a result of, the merger, the officers and directors of DII or any of them
shall be severally and fully authorized to execute and deliver any and all
such deeds, assignments, confirmations, and assurances and to do all things
necessary or proper so as to best prove, confirm, and ratify title to such
property in the Surviving corporation and otherwise carry out the purposes of
the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the State of Utah
in any proceeding for the enforcement of any obligation of DII as well as for
enforcement of any obligation of the Surviving Corporation arising from the
merger and in any proceeding for the enforcement of the rights of a dissenting
shareholder of DII against the Surviving Corporation.
4. The Secretary of State of the State of Utah shall be irrevocable appointed
as the agent of the Surviving Corporation to accept service of process in any
such proceeding;
5. The Surviving Corporation's address for any service of process received by
the Secretary of State is Nevada Agency and Trust Co, 50 West Liberty Street,
Suite 880, Reno, Nevada 89501.
6. This Plan cannot be altered or amended, except pursuant to an instrument
in writing signed on behalf of the parties hereto.
7. For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed,
each such counterpart shall be deemed to be an original instrument, and all
such counterparts together shall be considered one instrument.
8. This Plan shall be governed by and construed in accordance with the laws
of the state of Nevada.
The foregoing Plan of Merger, having been approved by the board of directors
of each Constituent Corporation, the president and secretary of DII, and the
president of EZ, do hereby execute this Plan of Merger this 26th day of
September, 1999, declaring and certifying that this is our act and deed and
the facts herein stated are true.
Diversified Industries, Inc.
Attest: a Utah corporation
By: /S/ Elliott N. Taylor, Secretary By: /S/ Frank Gillen, President
EZ Merger Co
Attest: a Nevada corporation
By: /S/ Elliott N. Taylor By: /S/ Frank Gillen, President
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STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 15th day of
October, 1999, personally appeared before me Frank Gillen and Elliott Taylor,
the President and Secretary, respectively, of Diversified Industries, Inc., a
Utah corporation, who being by me first duly sworn, severally declared that
they are the persons who signed the foregoing documents as President and
Secretary of Diversified Industries, Inc., a Utah corporation, and that the
statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/
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Notary Public
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 15th day of
October, 1999, personally appeared before me Frank Gillen, the President of EZ
Merger Co, a Nevada corporation, who being by me first duly sworn, severally
declared that he is the person who signed the foregoing documents as President
of EZ Merger Co, a Nevada corporation, and that the statements therein
contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/
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Notary Public
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OFFICER'S CERTIFICATE
DIVERSIFIED INDUSTRIES, INC.
I, Frank Gillen, President of Diversified Industries, Inc., a Utah
corporation ("DII"), hereby certify in accordance with the Utah Revised
Business Corporation Act that the Plan of Merger to which this certificate is
attached, after having been first duly approved and adopted by DII and EZ
Merger Co, a Nevada Corporation ("EZ"), was duly approved and adopted pursuant
to section 16-10a-1107 of the Utah Revised Business Corporation Act of the
State of Utah by the vote of holders of a majority of all of the outstanding
stock of DII; and that thereby the Plan of Merger was duly adopted as the act
of the stockholders of said corporation and is the duly adopted agreement and
act of said corporation.
I have executed this certificate this 15th day of October, 1999.
By: /S/ Frank Gillen, President
OFFICER'S CERTIFICATE
EZ Merger Co
I, Frank Gillen, President of EZ Merger Co, a Nevada corporation ("EZ"),
hereby certify in accordance with the Nevada Revised Statutes that the Plan of
Merger to which this certificate is attached, after having first duly approved
and adopted pursuant to section 92A.190 of the Nevada Revised Statutes by the
vote of holders of a majority of all of the outstanding stock of EZ; and that
thereby the Plan of Merger was duly adopted as the act of the stockholders of
said corporation and is the duly adopted agreement and act of said
corporation.
I have executed this certificate this 15th day of October, 1999.
By: /S/ Frank Gillen, President
EXECUTION AND ACKNOWLEDGMENT
The foregoing Plan of Merger, having been approved by the board of
directors of each Constituent Corporation, having been adopted by the
stockholders of Diversified Industries, Inc. ("DII"), in accordance with the
Utah Revised Business Corporation Act and the laws of the State of Utah, and
the majority vote of the stockholders of EZ Merger Co, a Nevada corporation
("EZ"), in accordance with the Nevada Revised Statutes and the laws of the
State of Nevada the president and secretary of DII and the president EZ do
hereby execute this Plan of Merger this 15th day of October, 1999, declaring
and certifying that this is our act and deed and the facts herein stated are
true.
Diversified Industries, Inc.
Attest: a Utah corporation
By: /S/ Elliott N. Taylor, Secretary By: /S/ Frank Gillen, President
EZ Merger Co
Attest: a Nevada corporation
By: /S/ Elliott N. Taylor By: /S/ Frank Gillen, President
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STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 15th day of
October, 1999, personally appeared before me Frank Gillen and Elliott Taylor,
the President and Secretary, respectively, of Diversified Industries, Inc., a
Utah corporation, who being by me first duly sworn, severally declared that
they are the persons who signed the foregoing documents as President and
Secretary of Diversified Industries, Inc., a Utah corporation, and that the
statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/
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Notary Public
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 15th day of
October, 1999, personally appeared before me Frank Gillen, the President of EZ
Merger Co, a Nevada corporation, who being by me first duly sworn, severally
declared that he is the person who signed the foregoing documents as President
of EZ Merger Co, a Nevada corporation, and that the statements therein
contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/
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Notary Public