UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of report (Date of earliest event reported) February 15, 2002
--------------
THE BERKSHIRE COLLECTION INC.
(Name of Small Business issuer in its charter)
DELAWARE 0-32443 98-0219211
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
3266 Yonge Street, Suite 1208, Toronto, ON M4N 3P6 Canada
(Address of principal executive offices)
(416) 962-4508
(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets.
On February 15, 2002 the registrant, THE BERKSHIRE COLLECTION
INC. completed an Agreement and Plan of Merger with SECURITYPLUS,
INC. a Delaware corporation. As a result of this merger the
registrant will acquire a significant amount of new assets
including proprietary rights to various hi-tech innovations. The
essential terms of the Share Exchange are:
a. The registrant will be the surviving corporation and will
change its name to SECURITYPLUS, INC.;
b. The target shareholders (of SecurityPlus, Inc.) will exchange
100% of issued and outstanding shares of SecurityPlus, Inc. for 3,
750,000 shares of the registrant, on a pro rata basis;
c. The shareholders of SecuritPlus, Inc. will, after the
completion of the transaction, control 46.59% of the voting rights
of the registrant;
d. The Shareholders of both the registrant and the target voted
in favor of the merger; and
e. A new board of directors of the issuer was elected.
Copies of all merger documents are attached to this Form 8-
K as Exhibit 2.1, appended to this Form.
ITEM 5. Other Events
On February 12, 2002 the Company's Board of Directors passed
a resolution forward splitting the issued and outstanding shares
of stock on a 5 - 1 basis. Shares issued and outstanding after
the aforementioned forward split - 4,255,000.
Business of the Registrant:
At the time of the Agreement to merge the registrant had
concluded that it was advisable not to proceed with the business
plan that it had developed previously. The economic downturn
combined with the general disfavor with which most "dot com"
companies are held led to this conclusion.
Item 7. Financial Statements
The financial statements of SecurityPlus, Inc, a Delaware
corporation, will be included in a subsequently filed amendment to
this form 8-K.
Index to Exhibits
Exhibit 2.1 "Agreement and Plan of Merger" .................Pages 4
Exhibit 2.2 "Plan of Merger"...................... Page 12
Exhibit 2.3 Consent Resolutions ...... ............... Page 14
Exhibit 3.1 Corporate Resolutions ....................Page 20
Exhibit 3.2 Articles of Merger ......................Page 22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
SECURITYPLUS, INC.
Date February 15, 2002
By: /S/ Howard Klein
Howard Klein, President
and Director
By: /S/ Sandy Winick
Sandy Winick,
Secretary and Director
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of February 15, 2002
between
THE BERKSHIRE COLLECTION INC., a Delaware corporation ("Berkshire
"), SECURITYPLUS, INC., a Delaware corporation ("SP"), and the
shareholders of SecurityPlus, Inc. identified on Exhibit A
attached hereto and incorporated by this reference (the
"Shareholders").
RECITALS
WHEREAS, the board of directors and shareholders of SP
believe it to be in the best interests of the corporation to merge
with Berkshire;
WHEREAS, the board of directors of Berkshire believes it to
be in the best interest of the corporation to merge with SP;
WHEREAS, to effect such transaction in accordance with Title
8 of the Delaware Corporate Laws Annotated the board of directors
and shareholders of SP and the board of directors of Berkshire
have approved the transaction (the "Merger") subject to the terms
and conditions of this agreement;
WHEREAS, to effect the Merger, each share of common stock of
SP will be converted into fifty (50) shares of common stock of
Berkshire upon the terms and subject to the conditions set forth
herein;
WHEREAS, each of the parties hereto desires to make certain
representations, warranties, covenants and agreements in
connection with the Merger;
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained herein, the parties
hereto agree as follows:
I. THE MERGER
1. The Merger. Upon the terms and conditions hereof,
and in accordance with the Delaware Revised Statutes (the "DRS")
SP shall be merged into Berkshire at the Effective Time.
Following the Merger, the separate existence of SP shall cease;
Berkshire shall
continue as the surviving corporation (the "Surviving
Corporation"); and the name of the Surviving Corporation shall be
"SECURITYPLUS, INC."
2. Closing. The closing of the Merger (the "Closing")
shall take place at 10:00 a.m., on February 15, 2002 or on any
other date agreed to by each of the parties (the "Closing Date"),
at the offices of Security Plus, Inc., 155 Beaver Creek Road, Unit
24, Suite 320, Richmond Hill, Ontario or at any other place agreed
to by each of the parties.
3. Effective Time. As soon as practicable on or after
the Closing Date, the parties shall file the Articles of Merger
with the Secretaries of the State of Delaware. The Merger shall
become effective when the Articles of Merger have been duly filed
or, if later, as soon as any notice period mandated by any
applicable merger statute has elapsed.
4. Effect of Merger. The Merger shall have the effects
set forth in Title 8 of the Delaware Corporation Laws annotated.
5. Articles of Incorporation. The Articles of
Incorporation of Berkshire, as in effect immediately prior to the
Effective time, shall be the Articles of Incorporation of the
Surviving Corporation provided, however, the name of the Surviving
Corporation shall be changed to SecurityPlus, Inc.
6. Exchange Provisions. As soon as practicable after
the Effective Time, the holder of any outstanding certificate
which prior to the Effective Time had represented shares of SP
common stock shall, upon surrender to the Surviving Corporation,
be entitled to a certificate representing the number of
common shares of the Surviving Corporation into which the
aggregate number of shares of SP common stock previously
represented by such surrendered certificate shall have been
converted pursuant to this agreement.
7. No Registration. The shares of common stock of the
Surviving Corporation issued in connection with the Merger shall
not be registered under the Securities Act of 1933 and may bear an
appropriate legend. Accordingly a transfer, sale, assignment,
pledge, hypothecation or other disposition of such
shares may be restricted.
II. EFFECT OF MERGER ON CAPITAL STOCK
1. SP. As of the Effective Time, by virtue of the
Merger, and without any action on the part of any holder of any of
the shares of the capital stock of SP, each share of capital stock
of SP issued and outstanding immediately prior to the Effective
Time shall be converted into and exchanged for Fifty (50) hares of
common stock of the Surviving Corporation. In the aggregate, Three
Million, Seven Hundred and Fifty Thousand (3,750,000) shares shall
be issued to the shareholders of SP.
2. Cancellation of Treasury Stock. Each share of
Berkshire capital stock owned by Berkshire and each share of SP
capital stock owned by SP shall be automatically cancelled and no
shares of the capital stock of the Surviving Corporation shall be
issued in exchange.
III. REPRESENTATIONS AND WARRANTIES
1. Berkshire. Berkshire hereby represents and warrants that:
A. Berkshire is a corporation duly organized and
validly existing under the laws of the State of
Delaware.
B. There are Four Million, Two Hundred and Fifty-Five
Thousand (4,255,000) shares of common stock issued and
outstanding. The outstanding shares of common stock have
been duly authorized, validly issued, and fully paid and
are non-assessable and are not subject to pre-emptive
rights. Except for the outstanding shares of common
stock, Berkshire has no securities outstanding. There
are no outstanding existing or authorized subscriptions,
options, warrants, calls, rights or any other agreements
of any character relating to the sale, issuance or
voting of any shares of the capital stock of Berkshire .
C. The board of directors of Berkshire has authorized
the execution, delivery and performance of this
agreement and the transactions contemplated hereby. This
agreement has been duly executed and delivered by
Berkshire and is a valid and legally binding obligation
of Berkshire, enforceable against Berkshire in
accordance with its terms.
D. The execution, delivery and performance of this
agreement and the consummation of the transactions
contemplated hereby will not violate any provision of
law, the articles of incorporation of Berkshire, the by-
laws of Berkshire, or any material agreement applicable
to Berkshire. Except for such consents as have already
been obtained and copies of which have been provided to
the parties hereto, no consents are needed by Berkshire
to enter into this agreement and consummate the
transactions contemplated hereby.
E. Berkshire has no subsidiaries and has no ownership,
partnership or membership interest in any other entity.
F. The books and records of Berkshire are open for
inspection by the parties hereto. Berkshire is not aware
of any event, occurrence, circumstance or liability
which is not reflected in such books and records which
if reflected reasonably could be viewed as being
materially adverse to the financial condition,
operations or business prospects of Berkshire .
G. Berkshire has made all such inspections of the
books and records of the parties hereto and made all
such inquires to such parties relating to the execution,
delivery and performance of this agreement and the
consummation of the transaction contemplated hereby as
it has deemed necessary for a transaction of this type.
2. SP. SP hereby represents and warrants that:
A. SP is a corporation duly organized and validly
existing under the laws of the State of Delaware.
B. There are Seventy Five Thousand (75,000)
shares of the common stock of SP issued and outstanding
and, as far as the records of SP reflect, such shares
are owned by the Shareholders in the amounts set forth
opposite each of the names of such Shareholders on
Exhibit A. Each of the outstanding shares of common
stock have been duly authorized, validly issued, and
fully paid and are non-assessable and are not subject to
pre-emptive rights. Except for the Seventy Five Thousand
(75,000) outstanding shares of common stock, and except
as disclosed on Schedule III.2B, SP has no securities
outstanding. Except as disclosed on Schedule III.2B,
there are no outstanding existing or authorized
subscriptions, options, warrants, calls, rights or any
other agreements of any character relating to the sale,
issuance or voting of any shares of the capital stock of
SP.
C. The board of directors and the shareholders of SP
have authorized the execution, delivery and performance
of this agreement and the transactions contemplated
hereby. This agreement has been duly executed and
delivered by SP and is a valid and legally binding
obligation of SP, enforceable against SP in accordance
with its terms.
D. The execution, delivery and performance of this
agreement and the consummation of the transactions
contemplated hereby will not violate any provision of
law, the articles of incorporation of SP, the by-laws of
SP, or any material agreement applicable to SP. Except
for such consents as have already been obtained and
copies of which have been provided to the parties
hereto, no consents are needed by SP to enter into this
agreement and consummate the transactions contemplated
hereby.
E. SP has three subsidiaries listed below and other than those
subsidiaries has no ownership, partnership or membership interest
in any other entity.
a) MiSecurityPlus, Inc. a corporation formed under the laws of
the Province of Ontario, Canada;
b) MiWatcher, Inc. a Nevada corporation; and
c) MiBabyWatcher, Inc. a Nevada corporation
F. The books and records of SP are open for inspection
by the parties hereto. SP is not aware of any event,
occurrence, circumstance or liability which is not
reflected in such books and records which if reflected
reasonably could be viewed as being materially adverse
to the financial condition, operations or business
prospects of SP.
G. SP has made all such inspections of the books and
records of the parties hereto and made all such inquires
to such parties relating to the execution, delivery and
performance of this agreement and the consummation of
the transaction contemplated hereby as it has deemed
necessary for a transaction of this type.
IV. CONDITIONS
1. Accuracy of Representations and Warranties. The
representations and warranties made by the parties shall have been
true and correct in all material respects as of the date of this
Agreement and as of the Closing Date as though made on and as of
the Closing Date.
2. No Material Adverse Change. Between the date hereof
and the Closing Date, there shall not have occurred any material
adverse change in the condition (financial or otherwise), business
or results of operations of Berkshire or SP.
3. No Injunction. No order of any court or
administrative agency shall be in effect which restrains or
prohibits the transactions contemplated hereby.
V. INDEMNITY
1. Indemnification. Each party hereto (each an
"Indemnifying Party'), severally and not jointly, agrees to
indemnify, defend and hold harmless each other party hereto and
each of such other party's officers, directors, employees,
accountants, attorneys and other agents (each an "Indemnified
Party") from any and all losses, liabilities, claims, demands,
causes of action, suits or expenses (including reasonable
attorneys fees) suffered by any such Indemnified Party which shall
have arisen out of or relate to any breach by an Indemnifying
Party of any representation, warranty, covenant or agreement made
by such Indemnifying Party and contained herein.
2. Survival. The parties hereto agree that the
representations, warranties, covenants and agreements contained
herein shall survive the Closing and continue to be binding.
VI. MISCELLANEOUS
1. No Assignment. Without the prior written consent of
all of the parties hereto, the rights under this agreement shall
not be assignable. Any purported assignment that is not in
compliance with this section shall be void.
2. Entire Agreement. This agreement, together with the
documents referred to herein, constitutes the entire agreement
between the parties and supersedes all prior oral or written
agreements.
3. Amendment, Modification, Abandonment. This
agreement may be amended, modified or abandoned only with the
written consent of all of the parties hereto.
4. Notices. Any notice or other communication provided
for or allowed hereunder shall be considered to have been validly
given if delivered personally, and evidenced by a receipt signed
by an authorized agent or addressee, or 72 hours after being
deposited in the United States mail, registered or certified,
postage prepaid, return receipt requested, or one business day
after being sent overnight delivery by Federal Express or other
courier service, or, in the case of faxed notice, when faxed,
receipt
acknowledged, and addressed as provided herein.
A. If to Berkshire, at:
The Berkshire Collection, Inc.
Attention: Sandy Winick
3266 Yonge Street,
Suite 1208,
Toronto, ON M4N 3P6
Canada
Telephone: (416) 962-4508
B. If to SP, at:
SecurityPlus, Inc.
Attention: Howard Klein
7088 Gillespie Lane
Mississauga, ON L5W 1O8
Canada
Telephone: (905) 565-9191
D. If to Shareholders, at:
The addresses set forth opposite the Shareholders names
on Exhibit A
5. Taxes. Each party shall be responsible for the
payment of any taxes applicable to it that arise by virtue of the
execution, delivery or performance of this agreement or the
consummation of the transactions contemplated hereby.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement and
Plan of Merger as of December 1 2001.
THE BERKSHIRE COLLECTION, INC.
By: /S/ Sandy Winick
Name: Sandy Winick
Title: President
SECURITYPLUS, INC.
By: /S/ Howard Klein
Name: Howard Klein
Title: President
SHAREHOLDERS
/S/ Howard Klein
/S/ Kolt Curry
/S/ Charles Scriberras
/S/ Allan Gordon
/S/ Pierre Vella Zarb
/S/ Cynthis Vella Zarb
/S/ Ronald Perlman
/S/ Elizabeth Perlman
/S/ Roy Murad
EXHIBIT A
SHAREHOLDERS ADDRESS
NO. OF SHARES
Howard Klein 15,000
Kolt Curry 38 Cameron Avenue 8,000
Toronto, ON
Charles Scriberras 104 Gothic Avenue 5,000
Toronto, ON
Allan Gordon 7 Magpie Crescent 10,000
Toronto, ON
Pierre Vella Zarb 165 Lisa Crescent 10,000
Thornhill, ON
Cynthia Vella Zarb 165 Lisa Cresent 5,000
Thornhill, ON
Ronald Perlman 50 Jutland Road 10,000
Toronto, ON
Elizabeth Perlman 50 Jutland Road 5,000
Toronto, ON
Roy Murad 225 Sheppard Ave, West 7,000
SCHEDULE III.2B
(Outstanding Securities)
Common Shares Subscribed 75,000
AGREEMENT AND PLAN OF MERGER
Among
THE BERKSHIRE COLLECTION, INC.
SECURITYPLUS, INC.
and the
SHAREHOLDERS OF SECURITYPLUS, INC.
Dated as of February 15, 2002
EXHIBIT 2.2
PLAN OF MERGER
SECURITYPLAUS, INC.
INTO
THE BERKSHIRE COLLECTION, INC.
1. Agreement and Plan of Merger. Pursuant to an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of February 15,
2002, between SECURITYPLUS, INC. ("SP"), a Delaware corporation
and THE BERKSHIRE COLLECTION, INC. ("Berkshire"), a Delaware
corporation , copies of which Merger Agreement are on file with
the registered offices of SP and Berkshire, and in accordance with
title 8 of the Delaware Corporation Laws Annotated SP will be
merged with and into Berkshire. Berkshire will change its name to
SECURITYPLUS, INC. and will be the surviving corporation.
2. Terms and Conditions. The Merger Agreement provides standard
terms and conditions. It is conditioned on:
(i) the accuracy of representations and warranties;
(ii) the absence of material adverse changes; and
(iii) no injunction of the transaction.
3. Conversion of Shares. By virtue of the merger, each share of
common stock, $0.01par value per share, of SP will be converted
into the right to receive 50 shares of the common stock, $0.001
par value per share, of Berkshire.
4. Articles of Incorporation. The Articles of Incorporation of
Berkshire, as amended to reflect its name change to eye Direct I,
Inc. will be the Articles of Incorporation of the surviving
corporation.
In witness whereof, the undersigned have executed this Plan of
Merger as of February 15, 2002.
THE BERKSHIRE COLLECTION, INC.
By: /S/ Sandy Winick
Name: Sandy, Winick, President
SECURITYPLUS, INC.
By: /S/ Howard Klein
Name: Howard Klein, President
EXHIBIT 2.3
CONSENT RESOLUTIONS
UNANIMOUS CONSENT IN LIEU OF A SPECIAL MEETING OF THE
BOARD OF DIRECTORS OF
SECURITYPLUS, INC.
WHEREAS, upon the closing of the transactions
contemplated by that certain Agreement and Plan of Merger by and
among The Berkshire Collection, Inc. ("Berkshire"), SecurityPlus,
Inc. ("SP") and the persons listed on Schedule A thereto (the
"Agreement"), SP agreed to merge with Berkshire and each SP
shareholder agreed to accept Fifty (50) shares of Berkshire common
stock for each common share of SP held at the effective date of
the merger. Under the terms of the Agreement and Plan of Merger
it was also agreed that Berkshire would be the surviving entity
and that Berkshire would change its name to SECURITYPLUS, INC.
WHEREAS, the board of directors and shareholders of
the Corporation believe it to be in the best interests of the
Corporation to merge with SP provided that such merger is effected
substantially in accordance with that certain Agreement and Plan
of Merger (the "Merger Agreement"), that certain Plan of Merger
(the "Plan of Merger") and those certain Articles of Merger (the
"Articles of Merger"), copies of which documents are attached
hereto;
WHEREAS, the board of directors believes the exchange
set forth above represents adequate consideration for the merger;
NOW, THEREFORE, it is unanimously,
RESOLVED that Berkshire merge with SP; provided that
such merger is effected substantially in accordance with the
Merger Agreement; and further
RESOLVED that each share of common stock held by the
shareholders of SP be exchanged for Fifty (50) shares of the
common stock of the surviving entity.
RESOLVED that Sandy Winick, the sole officer and
director of the Corporation, acting alone, is hereby authorized
and empowered for and on behalf and in the name of the Corporation
to enter into, execute and deliver in the name and on behalf of
the Corporation the Merger Agreement, the Plan of Merger, and the
Articles of Merger, substantially in the form submitted and
approved, with such additional, modified or revised terms as may
be reasonably determined by such officer to be consistent with the
best interests of the shareholders, which determination shall be
evidenced by his execution thereof; and further
RESOLVED that the officers, agents and employees of
the Corporation are hereby authorized and empowered to do and
perform such other acts and things and to make, execute and
deliver, and to file and record, all such instruments and
documents on behalf of the Corporation as may be necessary or be
deemed by them appropriate to comply with or to evidence
compliance with, the terms, conditions or provisions of the Merger
Agreement and to carry out the Merger
Agreement and Plan of Merger; and further
RESOLVED that all acts and things previously or
hereafter done or performed by any of the directors or officers of
the Corporation which are in conformity with the intents and
purposes of these resolutions, including the execution and
delivery of the Merger Agreement, the Plan of Merger and the
Articles of Merger, and the consummation of the transactions
contemplated thereby, shall be and the same are hereby in all
respects ratified, confirmed and approved.
IN WITNESS WHEREOF, the undersigned have executed this
consent as of
the 15th day of February, 2002.
BOARD OF DIRECTORS
/S/ Sandy Winick
Sandy Winick, President and Director
UNANIMOUS CONSENT IN LIEU OF A SPECIAL MEETING OF THE
BOARD OF DIRECTORS OF
SECURITYPLUS, INC.
WHEREAS, upon the closing of the transactions
contemplated by that certain Agreement and Plan of Merger by and
among SecurityPlus, Inc. ("SP"), The Berkshire Collection, Inc.
("Berkshire") and the persons listed on Schedule A thereto (the
"Agreement"), SP agreed to merge with Berkshire and each SP
shareholder agreed to accept Fifty shares of Berkshire for each
common share of SP held at the effective date of the merger.
Under the terms of the Agreement and Plan of Merger it was also
agreed that Berkshire would be the surviving entity and that
Berkshire would change its name to SECURITYPLUS, INC.
WHEREAS, the board of directors and shareholders of
the Corporation believe it to be in the best interests of the
Corporation to merge with Berkshire, provided that such merger is
effected substantially in accordance with that certain Agreement
and Plan of Merger (the "Merger Agreement"), that certain Plan of
Merger (the "Plan of Merger") and those certain Articles of Merger
(the "Articles of Merger"), copies of which documents are attached
hereto;
WHEREAS, the board of directors believes the exchange
set forth above represents adequate consideration for the merger;
NOW, THEREFORE, it is unanimously,
RESOLVED that SP merge with Berkshire; provided that
such merger is effected substantially in accordance with the
Merger Agreement; and further
RESOLVED that each share of common stock held by the
shareholders of SP be exchanged for Fifty (50) shares of the
common stock of the surviving entity.
RESOLVED that Howard Klein, an officer of the
Corporation, acting alone, is hereby authorized and empowered for
and on behalf and in the name of the Corporation to enter into,
execute and deliver in the name and on behalf of the Corporation
the Merger Agreement, the Plan of Merger, and the Articles of
Merger, substantially in the form submitted and approved, with
such
additional, modified or revised terms as may be reasonably
determined by such officer to be consistent with the best
interests of the shareholders, which determination shall be
evidenced by his execution thereof; and further
RESOLVED that the officers, agents and employees of
the Corporation are hereby authorized and empowered to do and
perform such other acts and things and to make, execute and
deliver, and to file and record, all such instruments and
documents on behalf of the Corporation as may be necessary or be
deemed by them appropriate to comply with or to evidence
compliance with, the terms, conditions or provisions of the Merger
Agreement and to carry out the Merger
Agreement and Plan of Merger; and further
RESOLVED that all acts and things previously or
hereafter done or performed by any of the directors or officers of
the Corporation which are in conformity with the intents and
purposes of these resolutions, including the execution and
delivery of the Merger Agreement, the Plan of Merger and the
Articles of Merger, and the consummation of the transactions
contemplated thereby, shall be and the same are hereby in all
respects ratified, confirmed and approved.
IN WITNESS WHEREOF, the undersigned have executed this
consent as of
the 15th day of February, 2002.
BOARD OF DIRECTORS
/S/ Howard Klein
Howard Klein, President and Director
EXHIBIT 3.3
CORPORATE RESOLUTION
THE BERKSHIRE COLLECTION, INC.
DIRECTORS' RESOLUTION
February 12,
2002
On this date, the Board of Directors of The Berkshire Collection,
Inc., notice of meeting being waived, held a director's meeting
via telephone and passed the following resolution:
RESOLVED:
That the issued and outstanding capital stock of the
corporation be forward split on a five to one (5 - 1) basis
increasing the outstanding common shares from 851,000 to
4,255,000.
The resolution was passed unanimously.
/S/ Sandy Winick, President, Secretary and Director
Sandy Winick
EXHIBIT 3.2
ARTICLES OF MERGER
SECURITYPLUS, INC.
(A DELAWARE CORPORATION)
INTO
THE BERKSHIRE COLLECTION INC.
(A DELAWARE CORPORATION)
1. Plan of Merger.
Filed simultaneously with these articles of merger is the plan
of merger which has been duly adopted by SecurityPlus, Inc. a
Delaware corporation (the "Non-Surviving Corporation"), and The
Berkshire Collection Inc., a Delaware corporation (the
"Surviving Corporation").
2. Name; Place of Business.
The name of the Surviving Corporation will be , and its
principal place of business will be 155 Beaver Creek
Road, Unit 24, Suite 320, Richmond Hill, ON L4B 2N1.
3. Statutory Agent. The name and address of the statutory agent
for the service of process for the Surviving Corporation
is: The Company Corporation, 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808.
4. Amendments to Articles of Incorporation. The plan of merger
specifies that the articles of incorporation will be
amended to change the name of The Berkshire Collection, Inc. to
SecurityPlus, Inc. The plan of merger contains no other
amendments to the articles of incorporation of the Surviving
Corporation.
Accordingly, Article One of the Restated Articles of
Incorporation of The Berkshire Collection, Inc. is amended as
follows: the name of the corporation is changed from "The
Berkshire Collection, Inc." to "SecurityPlus, Inc."
5. Shareholder Votes.
Pursuant to Title 8 of the Delaware Corporation Laws Annotated
approval of the shareholders of the Non-Surviving Corporation was
required. The Non-Surviving Corporation had only one voting group
entitled to vote on the merger. Approval of the shareholders of
the Surviving Corporation was not required. However, each of the
holders of the voting securities of the Surviving Corporation
outstanding immediately prior to the merger has consented to the
merger, including the amendment to the articles of incorporation
of the Surviving Corporation referenced in Section 4 above, by
its execution of the Agreement and Plan of Merger.
With respect to SecurityPlus, Inc. the voting group consisted of
Seventy-five Thousand (75,000) outstanding shares of common
stock, no par value per share. Each of the shareholders of
SecurityPlus, Inc. approved the merger by written consent in lieu
of a shareholder meeting pursuant to Title 8 of the Delaware
Corporation Laws Annotated. The written consent was sufficient
for approval of the voting group.
6. Effective Time.
The merger shall be effective upon the filing of these Articles of
Merger. Such date and time complies with the merger statutes of the
State of Delaware.
These Articles of Merger are dated this 15th day of February, 2002.
SECURITYPLUS, INC. (Formerly The Berkshire Collection, Inc.)
By: /S/ Howard Klein, President
By: /S/ Sandy Winick, Secretary/Treasurer