TO: Secretary of State of the State of Pennsylvania and to the Secretary of
State of the State of Nevada:
The undersigned corporations, pursuant to the Pennsylvania Business Corporation
Act, Chapter 19, et. seq., and Nevada Revised Statutes, Chapt. 78, et, seq., and
92A 100, et. seq., hereby execute in duplicate the following Articles of Merger:
1. The plan of merger is as follows: See Exhibit "A" attached hereto and
incorporated herein by reference.
2. As to each of the undersigned corporations, the number of shares outstanding,
and the designation and number of outstanding shares of each class entitled to
vote as a class on such plan, are as follows:
Number of Shares Designation Number of
Name of Corporation Outstanding of Class Shares Authorized to issue
- ------------------- ----------- -------- --------------------------
BORCO EQUIPMENT COMPANY, INC.
a Pennsylvania Corporation 10,000 Common 10,000
TELMARK WORLDWIDE, INC.
a Nevada Corporation 1,000 Common 100,000,000
3. As to each of the undersigned corporations, the total number of shares voted
for and against such plan, respectfully, and, as to each class entitled to vote
thereon as a class, the number of shares of such class voted for and against
such plan, respectfully, are as follows:
Total Total
Name of Corporation Voted For Voted Against Abstain
- ------------------- --------- ------------- -------
BORCO EQUIPMENT COMPANY, INC., 10,000 -0- -0-
A Pennsylvania Corporation
TELMARK WORLDWIDE, INC., 1,000 -0- -0-
A Nevada Corporation
DATED this 26th day of Sep, 2000.
BORCO EQUIPMENT COMPANY, INC.
By: /s/ John E. Bortoli
-------------------------------------
Title: President
By: /s/ John E. Bortoli
-------------------------------------
Title: Secretary
TELMARK WORLDWIDE, INC.
By: /s/ Charles R. Kiefner
-------------------------------------
Title: President
By: /s/ Charles R. Kiefner
-------------------------------------
Title: Secretary
Entity Number 2025468 Filed with the Department of State on Nov 02 2000
ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB:15-1926 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:
1. The name of the corporation surviving the merger is: Telmark Worldwide, Inc.
2. (Check and complete one of the following):
___ The surviving corporation is a domestic business corporation and the (a)
address of its current registered office in this Commonwealth or (b) name of
its commercial registered office provider and the county of venue is (the
Department is hereby authorized to correct the following information to
conform to the records of the Department):
(a)________________________________________________________________________
Number and Street City State Zip County
(b)c/o:____________________________________________________________________
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
X The surviving corporation is a qualified foreign business corporation
incorporated under the laws of Nevada and the (a) address of its current
registered office in this Commonwealth or (b) name of its commercial
registered office provider and the county of venue is (the Department is
hereby authorized to correct the following information to conform to the
records of the Department):
(a) 50 John Street Johnstown PA 15901 Cambria
---------------------------------------------------------------------
Number and Street City State Zip County
(b)c/o:____________________________________________________________________
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
___ The surviving corporation is a nonqualified foreign business corporation
incorporated under the laws of and the address of its principal office under
the laws of such domiciliary jurisdiction is:
________________________________________________________________________
Number and Street City State Zip
3. The name and the address of the registered office in this Commonwealth or
name of its commercial registered office provider and the county of venue of
each other domestic business corporation and qualified foreign business
corporation which is a party to the plan of merger are as follows:
Name of Corporation Address of Registered Office or Name of
Commercial Registered Office Provider County
Borco Equipment Company, Inc. 1130 Confer Ave., Johnstown, PA 15905 Cambria
---------------------------------------------------------------------------
DSCB:15-1929 (Rev 90)-2
4. Check, and if appropriate complete, one of the following):
X The plan of merger shall be effective upon filing these Articles of Merger
in the Department of State.
___ The plan of merger shall be effective on________________ at ____________
Date Hour
5. The manner in which the plan of merger was adopted by each domestic
corporation is as follows:
Name of Corporation Manner of Adoption
Borco Equipment Company, Inc. The Board of Directors Chapt.19, et. seq.
6. (Strike out this paragraph if no foreign corporation is a party to the
merger). The plan was authorized, adopted or approved, as the case may be,
by the foreign business corporation (or each of the foreign business
corporations) party to the plan in accordance with the laws of the
jurisdiction in which it is incorporated.
7. (Check, and if appropriate complete, one of the following):
X The plan of merger is set forth in full in Exhibit A attached hereto and
made a part hereof
___ Pursuant to 15 Pa.C.S. s 1901 (relating to omission of certain provisions
from filed plans) the provisions, if any, of the plan of merger that amend
or constitute the operative Articles of Incorporation of the surviving
corporation as in effect subsequent to the effective date of the plan are
set forth in full in Exhibit A attached hereto and made a part hereof. The
full text of the plan of merger is on file at the principal place of
business of the surviving corporation, the address of which is:
________________________________________________________________________
Number and Street City State Zip County
IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned
corporation has caused these Articles of Merger to be signed by a duly
authorized officer thereof this 26th day of Sept, 2000.
Name of Corporation
-------------------
BORCO EQUIPMENT COMPANY, INC.,
A Pennsylvania Corporation
TELMARK WORLDWIDE, INC.
A Nevada Corporation
DATED this 26 day September, 2000.
BORCO EQUIPMENT COMPANY, INC.
By:___________________________________
Title: President
By:___________________________________
Title: Secretary
TELMARK WORLDWIDE, INC.
By:___________________________________
Title: President
By:___________________________________
Title: Secretary
EXHIBIT "A"
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of September ___, 2000, by and
between BORCO EQUIPMENT COMPANY, INC., a Pennsylvania corporation (herein called
the "Pennsylvania Corporation") and TELMARK WORLDWIDE, INC., a Nevada
corporation (herein called the "Nevada Corporation"), said corporations being
herein sometimes referred to as the "Constituent Corporations.
The Pennsylvania Corporation is a corporation duly organized and existing
under the laws of the State of Pennsylvania having been incorporated thereunder
on January 1, 1991. The Nevada Corporation is a corporation organized and
existing under the laws of the State of Nevada, having been incorporated
thereunder September 14, 2000. The Constituent Corporations were both organized
under their present names, and such names have never been changed.
The authorized capitalization of the Pennsylvania Corporation consists of
10,000 shares of Common Stock, $0.01 par value per share, of which 10,000 shares
are issued and outstanding as of the date hereof.
The authorized capitalization of the Nevada Corporation consists of
5,000,000 shares of Preferred Stock, par value $0.001 per share, of which -0-
are outstanding, and 100,000,000 shares of Common Stock, par value $0.001 per
share, of which 1,000 shares are issued and outstanding as of the date hereof.
The principal office in the State of Pennsylvania of the Pennsylvania
Corporation is located at 1130 Confer Avenue, Johnston, Pennsylvania, 15905, and
John E. Bortoli is the agent in charge thereof upon whom process against the
Pennsylvania Corporation may be served. The principal office in the State of
Nevada of the Nevada Corporation is located at 1800 East Sahara, Suite 107, Las
Vegas, Nevada, 89703, and Nevada Corporate Services is the agent in charge
thereof upon whom process against the Nevada Corporation may be served.
The Board of Directors of the Pennsylvania Corporation and the Board of
Directors of the Nevada Corporation deem it to the benefit and advantage of each
of said corporations and their respective stockholders that said corporations
merge under and pursuant to the provisions of Chapt. 19, et. seq., of
Pennsylvania Business Corporation Act, State of Pennsylvania and Chapt. 78, et
seq., and 92A.100, et. seq., of the Nevada Business Corporation Act of the State
of Nevada, and the Board of Directors of each of the Constituent Corporations,
by resolution duly adopted, has approved this Agreement and Plan of Merger
(sometimes herein called the "Agreement") and a majority of the Directors of
each has duly authorized the execution of the same and each of said Boards of
Directors has directed that the Agreement be submitted to a vote of the
respective stockholders of the Pennsylvania Corporation and the Nevada
Corporation entitled to vote thereon (namely, all of the stockholders of each)
at stockholder meetings called separately for the purpose, among others, of
considering approval of the Agreement.
In consideration of the foregoing and the mutual agreements hereinafter set
forth, the parties hereto agree that in accordance with the provisions of the
Pennsylvania Corporation Act of the State of Pennsylvania and the Business
Corporation Act of the State of Nevada, the Pennsylvania Corporation shall be
merged with and into the Nevada Corporation, and that the terms and conditions
of such merger and the mode of carrying it into effect are, and shall be, as
herein set forth.
ARTICLE I
Except as herein specifically set forth, the corporate existence of the
Nevada Corporation, with all its purposes, powers and objects, shall continue in
effect and unimpaired by the merger and the corporate identity and existence,
with all the purposes, powers and objects of the Pennsylvania Corporation, and
such Pennsylvania corporation shall be merged into the Nevada Corporation and
the Nevada Corporation, as the corporation surviving the merger, shall be fully
vested therewith. The separate existence and corporate organization of the
Pennsylvania Corporation shall cease as soon as the merger shall become
effective as herein provided, and thereupon the Pennsylvania Corporation and the
Nevada Corporation shall be a single corporation, to wit, the Nevada Corporation
(hereinafter sometimes referred to as the "Surviving Corporation"). This
Agreement shall continue in effect and the merger shall become effective only if
the Agreement is adopted by the stockholders of the constituent Corporations as
provided in Article XI hereof. Upon such adoption, that fact shall be certified
upon the Agreement by the Secretary of each of the constituent Corporations,
under the seals thereof. Thereupon, complying with the requirements of the
Pennsylvania Business Corporation Act of the State of Pennsylvania and the
Business Corporation Act of the State of Nevada, this Agreement shall be filed
in the office of the Secretary of State of Pennsylvania and a copy of this
Agreement shall be filed with the Secretary of State of the State of Nevada.
The merger shall become effective when the necessary filings and
recordings shall have been accomplished in Pennsylvania and the necessary
filings and recordings shall have been accomplished in Nevada.
The date when the merger becomes effective is sometimes herein
referred to as the "effective date of the merger."
ARTICLE II
Upon the effective date of merger, the Certificate of Incorporation of
the Pennsylvania Corporation, as hereinafter amended, shall be the Certificate
of Incorporation of the Surviving Corporation.
Said Certificate of Incorporation is made a part of this Agreement and
plan of Merger with the same force and effect as if set forth in full.
ARTICLE III
Upon the effective date of the merger, the Bylaws of the Nevada
Corporation shall be the bylaws of the Surviving Corporation until the same
shall thereafter be altered, amended or repealed in accordance with law, the
Certificate of Incorporation, and said Bylaws.
ARTICLE IV
On the effective date of the merger, the Surviving Corporation shall
continue in existence and, without further transfer, succeed to and possess all
of the rights, privileges, and purposes of each of the Constituent
Corporations; and all of the property, real and personal, including
subscriptions to shares, causes of action and every other asset of each of the
Constituent Corporations, shall vest in the Surviving Corporation without
further act or deed; and the Surviving Corporation shall be liable for all of
the liabilities, obligations and penalties of each of the Constituent
Corporations. No liability or obligation due or to become due, claim or demand
for any cause existing against either corporation, or any stockholder, officer,
director or employee thereof, shall be released or impaired by such merger. No
action or proceeding, whether civil or criminal, then pending by or against
either Constituent Corporation or any stockholder, officer, director or
employee thereof shall abate or be discontinued by such merger, but may be
enforced, prosecuted, defended, settled or compromised as if such merger had
not occurred or the Surviving
Corporation may be substituted in any action or proceeding in place of either
Constituent Corporation. If at any time the Surviving Corporation shall consider
or be advised that any further assignments, conveyances or assurances in law are
necessary or desirable to vest, perfect or confirm of record in the Surviving
Corporation the title to any property or rights of the Constituent Corporations,
or otherwise to carry out the provisions hereof, the proper officers and
directors of the Constituent Corporations, as of the effective date of the
merger, shall execute and deliver any and all proper deeds, assignments and
assurances in law, and do all things necessary or proper to vest, perfect or
confirm title to such property rights in the Surviving Corporation, and
otherwise to carry out the provisions hereof.
ARTICLE V
The number of shares of stock which the Surviving Corporation shall
have authority to issue shall be 5,000,000 shares of Preferred Stock, par value
$0.001 per share, and 100,000,000 shares of Common Stock, par value $0.001 per
share.
ARTICLE VI
Upon the effective date of the merger, each issued and outstanding
share of Common Stock of the Pennsylvania Corporation, $0.01 par value, shall be
and become converted into fully paid and nonassessable shares of Common Stock,
$0.001 par value, of the Surviving corporation as described herein to the
foregoing shareholders and in the described number of shares:
Stock Holder Shares to be issued in Surviving Corporation
- ------------ --------------------------------------------
John Bortoli 3,500,000,00
Steven Swank 1,500,000,00
Charles Kiefner 300,000,00
James T. Kowalczyk 50,000,00
David Hastings 25,000,00
Brett Bortoli 5,000,00
Charles A. Cleveland 20,000,00
Outstanding certificates representing shares of Common Stock of the Nevada
Corporation shall thenceforth represent the same number of shares of Common
Stock of the Surviving Corporation, and the holder thereof shall be entitled to
precisely the same rights he would enjoy if he held certificates issued by the
Surviving Corporation. Upon the surrender of any such certificate to the
Surviving Corporation at its principal office, the transferee or other holder of
the certificates surrendered shall receive in exchange therefor a certificate or
certificates of the Surviving Corporation. Upon the effective date of the
merger, each outstanding option or right to purchase or otherwise acquire shares
of Common Stock of the Pennsylvania Corporation shall be converted, forthwith
upon the merger becoming effective, into and become an option or right to
purchase or otherwise acquire the same number of shares of Common Stock of the
Surviving Corporation on the same terms and conditions, and, in connection
therewith, the same number of shares of Common Stock of the Surviving
Corporation shall be reserved for issuance by the Surviving Corporation as were
reserved by the Pennsylvania Corporation immediately prior to the merger.
ARTICLE VII
Upon the merger becoming effective, the shares of Common Stock, $0.01
par value per share, of the Pennsylvania Corporation which shall be outstanding
immediately prior to the effective date of the merger, shall be cancelled and
retired, and no new shares of Common Stock or other securities of the
Pennsylvania Corporation shall be issuable with respect thereto.
ARTICLE VIII
The officers and directors of the Surviving Corporation is JOHN E.
BORTOLI, DAVE HASTINGS, JIM KOWALCZYK, CHARLES R. KIEFNER, and STEVEN SWANK,
until their successors shall have been elected and shall qualify or as otherwise
provided in the Bylaws of the Surviving Corporation.
ARTICLE IX
All corporate acts, plans, policies, approvals and authorizations of
the Nevada Corporation, its stockholders, Board of Directors, committees elected
or appointed by the Board of Directors, officers and agents, which were valid
and effective immediately prior to the effective date of the merger, shall be
taken for all purposes as the acts, plans, policies, approvals and
authorizations of the Surviving Corporation and shall be as effective and
binding thereon as they were on the Nevada Corporation. It is intended that the
transaction described herein qualifies as a reorganization within the definition
of Clause (A) of Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended.
ARTICLE X
This Agreement of Merger shall be submitted to the stockholders of each
of the Constituent Corporations as provided by the applicable laws of the States
of Pennsylvania and Nevada. There shall be required for the adoption of this
Agreement by the Pennsylvania Corporation, the affirmative vote of the holders
of at least 50.1% of the capital stock outstanding. In addition, consummation of
the merger shall be subject to obtaining any consents or approvals determined by
the respective Boards of Directors of the Constituent Corporations to be
necessary to effect such merger.
ARTICLE XI
The Surviving Corporation hereby agrees that it may be served with
process in the State of Nevada in any proceeding for enforcement of any
obligation of the Nevada Corporation as well as for enforcement of any
obligation resulting from the merger, and hereby irrevocably appoints the
Secretary of State of the State of Nevada as its agent to accept service of
process in any such suit or other proceeding. The address to which a copy of
such process shall be mailed by the Secretary of State of the State of Nevada
is: 1800 East Sahara, Suite 107,Las Vegas, Nevada 89104, and the name of its
initial registered agent at such address is Nevada Corporate Services.
ARTICLE XII
This Agreement and the merger may be terminated and abandoned by
resolutions of the Board of Directors of the Pennsylvania Corporation and the
Nevada Corporation prior to the merger becoming effective. In the event of the
termination and the abandonment of this Agreement and the merger pursuant to
the foregoing provisions of this Article XII, this Agreement shall become void
and of no further effect without any liability on the part of either of the
Constituent Corporations or its stockholders or the directors or officers in
respect thereof.
ARTICLE XIII
This agreement and plan of merger may be executed in counterparts,
each of which when so executed shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, each party to this Agreement and Plan of Merger, pursuant to
authority duly given by its respective Boards of Directors, has caused this
Agreement to be executed on its behalf by its President and attested to by its
Secretary as of the day and year first hereinabove written.
BORCO EQUIPMENT COMPANY, INC.
By: /s/ John E. Bortoli
_____________________________________
Title: President
By:/s/ John E. Bortoli
_____________________________________
Title: Secretary
TELMARK WORLDWIDE, INC.
By: /s/ Charles R. Kiefner
_____________________________________
Title: President
By:/s/ Charles R. Kiefner
_____________________________________
Title: Secretary
STATE OF )
)
County of )
, being first duly sworn on oath, deposes and says:
That he is the President of BORCO EQUIPMENT COMPANY, INC., a Pennsylvania
corporation; that he has read the foregoing Articles of Merger, knows the
contents thereof and believes the same to be true.
/s/ BRETT M. BORTOLI
----------------------------------------------------------
Subscribed and sworn to before me this 10th day of Oct, 2000.
Notary Public in and for the State of Pennsylvania residing at
________________________.
NORTIAL SEAL
BRETT M. BORTOLI
Johnstown, Cambria County, PA
MY COMMISSION EXPIRES: Oct. 27, 2001
STATE OF FLORIDA )
)
County of SEMINOLE )
CHARLES R. KIEFNER, being first duly sworn on oath, deposes and says:
That he is the President of TELMARK WORLDWIDE, INC., a Nevada corporation; that
he has read the foregoing Articles of Merger, knows the contents thereof and
believes the same to be true.
/s/ LAURA M. KOUGH
----------------------------------------------------------
Subscribed and sworn to before me this 26th day of Sept, 2000.
Notary Public in and for the State of Florida residing at
3128 Nicholson Dr Winter Park FL 32792
LAURA M. KOUGH [SEAL]
MY COMMISSION # CC787135
EXPIRES November 1, 2002