Exhibit 2.1
Filed # C1566-01
September 18, 2002
In the office of
Dean Heller, Secretary of State
(NEVADA)
ARTICLES OF MERGER
CONCENTRAX, INC.
(a Nevada corporation)
PANGEA DESIGN, INC.
(a Texas corporation)
The undersigned parent-subsidiary corporations desiring to merge. a wholly-owned
Texas subsidiary corporation, Pangea Design, Inc., as the merging corporation,
with and into its Nevada parent corporation, Concentrax, Inc., as the surviving
corporation, hereby sign, seal, and present for filing these Articles of Merger
as required by the corporate law of Nevada, as follows:
1. The names of the constituent corporations are:
Merging Corporation:
Pangea Design, Inc., a Texas corporation, which is the wholly-owned subsidiary
of Concentrax, Inc., the Nevada corporation which is the surviving corporation
of this merger.
Surviving Corporation:
Concentrax, Inc., a Nevada corporation, which is the parent of Pangea Design,
Inc., the Texas corporation.
2. The addresses of the corporations are as follows:
Pangea Design, Inc.: 2400 August Place, Ste. 425, Houston, Texas 77057
Concentrax, Inc.: 817 Oak Glen, Houston, Texas 77076
3. This merger is permitted under the laws of the States of Texas and Nevada.
Pangea Design, Inc. and Concentrax, Inc. have complied with the applicable
provisions of the laws of the States of Texas and Nevada.
4. The Plan of Reorganization was adopted unanimously by the Board of Director
of Concentrax, Inc. Board approval of Pangea Design, Inc., the wholly owned
subsidiary is not required under Article 5.16 of the Texas Business Corporation
Act. Neither the Merging Corporation (Pangea Design, Inc.) nor the Surviving
Corporation (Concentrax, Inc.) were required to seek shareholder approval for
this action as this merger qualified as a parent/subsidiary merger under Article
5.16 of the Texas Business Corporation Act and Section 92A.190 of the Nevada
Revised Statues.
5. The shares of the Texas corporation have been canceled.
6. The Articles of Incorporation of Concentrax, Inc. will not be amended in
conjunction with the merger.
7. The merger shall be effective upon the filing of these Articles of Merger in
the state of Nevada and Texas.
8. The surviving corporation agrees that it may be served with process in the
State of Texas in "any proceeding for enforcement of any obligation of the
merging corporation, or of any obligation of the surviving corporation arising
from the merger, including any suit or other proceeding to enforce the right of
any stockholders in any appraisal proceedings. The surviving corporation
irrevocably appoints the Secretary of State of Texas as its agent to accept
service of process and to send it to:
817 Oak Glen, Houston, Texas 77076
ARTICLES OF MERGER
Concentrax, Inc. (Nevada) and Pangea Design, Inc. (Texas)
PAGE 2
7. Copies of the Articles of Merger and the Plan and Agreement of
Reorganization effectuated in accordance with Section 368(A)1(B) of the Internal
Revenue Code are both available and on file at the offices of the surviving
corporation. Copies will be furnished by the surviving corporation, without
cost, to any stockholder of a constituent corporation, upon request.
IN WITNESS WHEREOF, the constituent corporations have executed these Articles of
Merger. this 13th day of September 2002.
CONCENTRAX, INC.
(Nevada)
/s/ Mark Gifford
ATTEST ---------------------
Mark Gifford, President
/s/ Paul Smith
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Secretary
PANGEA DESIGN, INC.
ATTEST /s/ Jeremy Wessels
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Jeremy Wessels, President
illegible
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Secretary