Exhibit 2
Plan of Merger
between
Island Critical Care Corp.
(a Florida corporation)
and
Island Critical Care Corp.
(a Delaware corporation)
Plan of Merger adopted on December 21, 1999 by the Board of Directors of
Island Critical Care Corp., a Florida corporation (the "Disappearing
Corporation"), and Island Critical Care Corp., a Delaware corporation (the
"Surviving Corporation"). The Disappearing Corporation and the Surviving
Corporation are collectively referred to as the "Constituent Corporations."
1. In accordance with the provisions of this Plan of Merger, the
Disappearing Corporation shall be merged with and into the Surviving
Corporation, the separate and corporate existence of the Disappearing
Corporation shall cease, and the Surviving Corporation shall continue its
corporate existence under the laws of its state of incorporation under its
present name.
2. The merger shall become effective on the day that Articles of Merger
and/or a Certificate of Merger are filed in the state of incorporation for each
of the Constituent Corporations, but no later than 90 days after the date on
which the Articles of Merger are filed in Florida (the "Effective Time").
3. The Surviving Corporation shall possess and retain every interest in
all assets and property of every description wherever located of each of the
Constituent Corporations. All rights, privileges, immunities, powers,
franchises and authority of each of the Constituent Corporations shall be vested
in the Surviving Corporation without further act or deed. The title to or any
interest in any real estate vested in either of the Constituent Corporations
shall not revert or in any way be impaired by reason of the merger. All
obligations belonging to or due to each of the Constituent
Corporations shall be vested in the Surviving Corporation without further
act or deed. The Surviving Corporation shall be liable for all of the
obligations of each of the Constituent Corporations existing as of the Effective
Time.
4. At the Effective Time, by virtue of the merger and without any action
on the part of the parties or otherwise: (a) each issued and outstanding share
of the capital stock of the Disappearing Corporation shall be canceled without
payment of any consideration and without any conversion and (b) each issued and
outstanding share of capital stock of the Surviving Corporation shall remain
issued and outstanding.
Island Critical Care Corp.,
a Florida corporation
By: /s/ J. Paul Hines
---------------------
NAME: J. PAUL HINES
TITLE: PRESIDENT
Island Critical Care Corp.,
a Delaware corporation
By: /s/ J. Paul Hines
---------------------
NAME: J. PAUL HINES
TITLE: PRESIDENT
Agreement of Merger
between Island Critical Care Corp.
(a Florida corporation)
and
Island Critical Care Corp.
(a Delaware corporation)
Agreement of Merger adopted on December 21, 1999 by the Board of Directors
of Island Critical Care Corp., a Florida corporation (the "Disappearing
Corporation"), and Island Critical Care Corp., a Delaware corporation (the
Surviving Corporation"). The Disappearing Corporation and the Surviving
Corporation are collectively referred to as the "Constituent Corporations."
1. In accordance with the provisions of this Agreement of Merger, the
Disappearing Corporation shall be merged with and into the Surviving
Corporation, the separate and corporate existence of the Disappearing
Corporation shall cease, and the Surviving Corporation shall continue its
corporate existence under the laws of its state of incorporation under its
present name.
2. The merger shall become effective on the day the Certificate of Merger
is filed in the state of incorporation for each of the Constituent Corporations,
but no later than 90 days after the date on which the Certificate of Merger is
filed in Delaware (the "Effective Time"),
3. The Surviving Corporation shall possess and retain every interest in
all assets and property of every description wherever located of each of the
Constituent Corporations. All rights, privileges, immunities, powers,
franchises and authority of each of the Constituent Corporations shall be vested
in the Surviving Corporation without further act or deed. The title to or any
interest in any real estate vested in either of the Constituent Corporations
shall not revert or in any way be impaired by reason of the merger. All
obligations belonging to or due to each of the Constituent Corporations shall be
vested in the Surviving Corporation without further act or deed. The Surviving
Corporation shall be liable for all of the obligations of each of the
Constituent Corporations existing as of the Effective Time.
4. At the Effective Date, by virtue of the merger and without any action
on the part of the parties or otherwise (a) each issued and outstanding share of
the capital stock of the Disappearing Corporation shall be canceled without
payment of any consideration and without any conversion and (b) each issued and
outstanding share of capital stock of the Surviving Corporation shall remain
issued and outstanding. The rights of the stockholders in the Surviving
Corporation shall be equivalent to the rights that the stockholders had in the
Disappearing Corporation.
Island Critical Care Corp.,
a Florida corporation
By: /s/ J. Paul Hines
---------------------
NAME: J. PAUL HINES
TITLE: PRESIDENT
Island Critical Care Corp.,
a Delaware corporation
By: /s/ J. Paul Hines
---------------------
NAME: J. PAUL HINES
TITLE: PRESIDENT
Certificate of Merger of
Island Critical Care Corp.
(a Florida corporation)
into
Island Critical Care Corp.
(a Delaware corporation)
1. Island Critical Care Corp., a Florida corporation (the "Disappearing
Corporation"), shall be merged with and into Island Critical Care Corp., a
Delaware corporation (the "Surviving Corporation"), pursuant to the terms of the
attached Agreement of Merger. The Disappearing Corporation and the Surviving
Corporation are collectively referred to as the "Constituent Corporations."
2. The merger shall become effective on the day a Certificate of Merger
and/or Articles of Merger are filed in the state of incorporation for each of
the Constituent Corporations, but no later than 90 days after the date on which
this Certificate of Merger is filed. The certificate of incorporation of the
Surviving Corporation shall be its certificate of incorporation.
3. The attached Agreement of Merger was adopted and approved on December
21, 1999 by a majority of the outstanding stock of the Constituent Corporations
entitled to vote thereon . The executed Agreement of Merger is on file at the
principal place of business of the Surviving Corporation located at 205 Worth
Avenue, Suite 201, Worth Avenue Building, Palm Beach, FL 33480. A copy of the
executed Agreement of Merger will be furnished by the Surviving Corporation, on
request and without cost, to any stockholder of any constituent corporation.
4. The Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by each of the Constituent Corporations in accordance with
Section 252 of the Delaware General Corporation Law.
5. The Surviving Corporation agrees that it may be served with process in
this State in any proceeding for enforcement of any obligation of any
constituent corporation of this State, as well as for enforcement of any
obligation of the Surviving Corporation resulting from the merger, including any
suit or other proceeding to enforce the right of any stockholders as determined
in appraisal proceedings pursuant to the provisions of Section 262 of the
Delaware General Corporation Law, and irrevocably appoints (he Delaware
Secretary of State as its agent to accept service of process in any such suit or
other proceedings. The address to which any such process shall be mailed by the
Secretary of State is:
2530 Channin Drive, Wilmington, DE 19810.
IN WITNESS WHEREOF, this Certificate of Merger has been executed on behalf
of the Constituent Corporations by the undersigned authorized officers on
December 15th,1999.
Island Critical Care Corp.,
a Florida corporation
By: /s/ J. Paul Hines
---------------------
NAME: J. PAUL HINES
TITLE: PRESIDENT
Island Critical Care Corp.,
a Delaware corporation
By: /s/ J. Paul Hines
---------------------
NAME: J. PAUL HINES
TITLE: PRESIDENT
Appointment Notice
Date: January 13th 2000
Company: Island Critical Care Corporation
Suite 201
205 Worth Ave.
Palm Beach FL.
33480
A Delaware Corporation
To: Paul Hines
Ship Island Investments
416 481 9333
Reference;
SHIP ISLAND INVESTMENTS: completion of tasks.
-------------------------
These tasks are: 1. Legal
2. Audit
3. 3. Market Maker
4. 4. Registration of Securities
5. 5. NASD 15c211 filing, and
Related matters
This is to confirm the continued appointment of Ship Island Investments to
act in all matters relating to the trading of Island Critical Care Corp.
securities in the OTC market.
Confirmed this 13th, day of Jan. 2000.
---- ----
/s/ J. Paul Hines
--------------------
J. Paul Hines
/s/ Sean Flanigan
-------------------
Sean Flanigan, Secretary
RESIGNATION AS OFFICER AND/OR DIRECTOR
Date: January 13th, 2000
--------------------
Reference: J. Paul Hines
President & Secretary
Company: Island Critical Care Corp.
Suite 201
205 Worth Ave.
Palm Beach FL.
33480
A Delaware Corporation
Please accept this letter as my resignation from Island Critical Care
Corp., effective the 13th day of January 2000.
---- -------
Toronto, Ontario.
/s/ J. Paul Hines
--------------------
J. Paul Hines
President & Secretary
MEETING OF THE BOARD OF DIRECTORS OF
ISLAND CRITICAL CARE CORP.
SPECIAL MEETING
January 12, 2000
IN ATTANDANCE: J. PAUL HINES, President
BE IT RESOLVED THAT:
Resolution 1: Shares: as described paragraph 8 of the "Written Consent of
Directors to Organize Island Critical Care Corp.", are fully described in the
shareholder list prepared by Lode Monmouth Stock Transfer Co. and reviewed by
all parties; The following shares shall be issued to the incoming directors
Kenneth Legere 2,644,398
Sean Flanigan 1,300,000
Wayne Weber 1,200,000
Resignation & Appointment: Hines hereby resigns from the corporation
---------------------------
and appoints;
KENNETH LEGERE is appointed President,
SEAN FLANIGAN is Secretary and
WAYNE WEBER is Treasurer.
Motion Carried: Resolutions 1_being all of the items before the special
---------------
meeting and have been carried and are now in force and effect.
Certification: I certify that these are the Resolutions adopted by the
-------------
Board of Directors and shareholders of the Corporation.
Date: January 13th 2000
-------------------
/s/ J. Paul Hines
--------------------
J. Paul Hines
ACCEPTED ON BEHALF OF THE ABOVE PARTIES
/s/ Sean Flanigan
-------------------
Sean Flanigan, Secretary
CONSENT TO ACT AS DIRECTOR AND/OR OFFICER
-----------------------------------------------
Date: January 12, 2000
Reference: Mr. Kenneth R Legere
Position: President
Company: ISLAND CRITICAL CARE CORP.
Suite 201
205 Worth Ave.
Palm Beach FL.
33480
A Delaware Corporation
This is to confirm the appointment and acceptance of Mr. Kenneth R. Legere
to the position of President & Director of the corporation.
Recorded this 13th, day of January 2000.
---- -------
Toronto, Ontario.
/s/ J. Paul Hines /s/ Kenneth R. Legere
-------------------- ------------------------
J. Paul Hines Kenneth R. Legere
CONSENT TO ACT AS DIRECTOR AND/OR OFFICER
Date: January 12, 2000
Reference: Mr. Sean Flanigan
Position: Vice President & Secretary
Company: Island Critical Care Corp.
Suite 201
205 Worth Ave.
Palm Beach FL.
33480
A Delaware Corporation
This is to confirm the appointment and acceptance of Mr. Sean Flanigan to
the position of Vice President & Secretary of the corporation.
Recorded this 13th, day of January 2000
----- -------
Toronto, Ontario.
/s/ J. Paul Hines /s/ Sean Flanigan
-------------------- -------------------
J. Paul Hines Sean Flanigan
Consent to act as Director and/or Officer
Date: January 12, 2000
Reference: Mr. J. Wayne Weber
Position: Vice President & Treasurer
Company: Island Critical Care Corp.
Suite 201
205 Worth Ave.
Palm Beach FL.
33480
A Delaware Corporation
This is to confirm the appointment and acceptance of Mr. J. Wayne Weber to
the position of Vice President & Treasurer of the corporation.
Recorded this 13th, day of January 2000
----- -------
Toronto, Ontario.
/s/ J. Paul Hines /s/ J. Wayne Weber
-------------------- ---------------------
J. Paul Hines J. Wayne Weber