EXHIBIT 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
TALON INTERNATIONAL, INC.
(A DELAWARE CORPORATION)
WITH AND INTO
TAG-IT PACIFIC, INC.
(A DELAWARE CORPORATION)
(under Section 253 of the General Corporation Law of the State of Delaware)
The undersigned, on behalf of Tag-It Pacific, Inc., a corporation duly
organized and existing under the laws of the State of Delaware:
DOES HEREBY CERTIFY:
FIRST: Tag-It Pacific, Inc. (the "CORPORATION"), was incorporated on
the 23rd day of July, 1996 pursuant to the General Corporation Law of the State
of Delaware ("DGCL"), the provisions of which permit a parent corporation
organized and existing under the laws of said State to merge with a subsidiary
corporation organized and existing under the laws of said State.
SECOND: The Corporation owns 100% of the issued and outstanding shares
of the common stock of Talon International, Inc. ("TALON"), a corporation
organized pursuant to the DGCL on the 25th day of April, 2000, and having no
class of stock outstanding other than such common stock.
THIRD: That the Corporation, by the following resolutions adopted by
its Board of Directors, duly adopted by unanimous written consent of the members
thereof on July 19, 2007, determined to merge Talon into itself, effective as
set forth below:
"WHEREAS, the Corporation lawfully owns 100% of the issued and
outstanding shares of the common stock of Talon International, Inc., a
Delaware corporation ("Talon");
WHEREAS, Talon has no class of stock outstanding other than
common stock;
WHEREAS, there has been presented a form of Certificate of
Ownership and Merger, and certain other agreements and other writings
(collectively, the "MERGER DOCUMENTS") to accomplish the merger of
Talon into the Corporation pursuant to Section 253 of the General
Corporation Law of the State of Delaware ("MERGER");
WHEREAS, pursuant to the Merger, the separate existence of
Talon shall cease, the outstanding capital stock of Talon shall be
cancelled, and the Corporation shall assume of all of the obligations
and liabilities of Talon and shall be subject to all debts and
liabilities of Talon
in the same manner as if the Corporation had itself incurred them, and
each share of the capital stock of the Corporation shall remain
outstanding and unaffected; and
WHEREAS, upon the effective date of the Merger, the
Corporation shall relinquish its corporate name and assume in its place
thereof the name of Talon, which is "Talon International, Inc." ("NAME
CHANGE").
NOW, THEREFORE, BE IT RESOLVED, that the Merger including the
Name Change and assumption of all of the obligations and liabilities of
Talon by the Corporation and the transactions contemplated under the
Merger Documents are hereby adopted and approved;
RESOLVED FURTHER, that the forms, terms and provisions of the
Merger Documents are hereby adopted and approved;
RESOLVED FURTHER, upon the proposed Merger becoming effective
and without any action on the part of any holder thereof each
outstanding share of the common stock of Talon shall be cancelled
without consideration therefore;
RESOLVED FURTHER, that the officers of the Corporation, and
each of them, are hereby authorized and directed to cause the
Corporation to perform its obligations under the Merger Documents and
to consummate the transactions contemplated thereby, including the Name
Change;
RESOLVED FURTHER, that the officers of the Corporation, and
each of them, are hereby authorized, for and on behalf of the
Corporation, to modify, amend or revise the forms, terms and provisions
of the Merger Documents, to execute, deliver and/or file any and all
documents, certificates, instruments, agreements and notices, and to
perform or cause to be performed any and all acts as may, in their
judgment, be necessary or desirable to accomplish the purposes of the
foregoing resolutions and the transactions contemplated thereby and the
Merger Documents therein approved whether within or without the State
of Delaware and any other state necessary, the making of any such
modification, amendment or revision, the taking of any such actions
and/or the execution, delivery or filing of any such documents or
instruments shall be conclusive evidence that the individual making
such modification, amendment or revision, taking such action and/or
executing, delivering or filing such document or instrument has deemed
the same to be necessary or advisable;
RESOLVED FURTHER, that the officers of the Corporation, and
each of them, are hereby authorized, directed and empowered by and on
behalf of the Corporation to cause any notice required by the
securities
laws of any state or jurisdiction to be prepared and filed on behalf of
the Corporation with the appropriate securities regulatory agency
together with any required consent to service of process and the
payment of any requisite fee; and
RESOLVED FURTHER, that the actions of the officers and other
agents of the Corporation and each of them, previously taken in
connection with the negotiation of the Merger and/or the preparation of
the forms, terms and provisions of the Merger Documents are hereby
adopted and approved."
FOURTH: That the proposed Merger has been approved, certified, executed
and acknowledged by the Corporation in accordance with the DGCL.
FIFTH: The merger is effective upon filing of this Certificate of
Ownership and Merger.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, said parent Corporation has caused this Certificate
to be signed by an authorized officer this 19th day of July, 2007.
TAG-IT PACIFIC, INC.
a Delaware corporation
By: /S/ STEPHEN FORTE
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Stephen Forte
Chief Executive Officer