EXHIBIT 2.2
ARTICLES OF MERGER
TECHNOLOGY SELECTION, INC.
These Articles of Merger for TECHNOLOGY SELECTION, INC. are hereby respectively
submitted for filing by the Nevada Secretary of State as required under Sections
78.458 and 78.461 of the State of Nevada Domestic and Foreign Corporation Laws.
WITNESSETH
WHEREAS, a Merger Agreement was entered into on May 21, 1996 by the following:
Constituent Corporation: PETROLEUM CORPORATION OF AMERICA, a Utah
Corporation
Surviving Corporation: TECHNOLOGY SELECTION, INC., a Nevada Corporation
(Wholly owned Subsidiary of PETROLEUM CORPORATION OF AMERICA). and,
WHEREAS, the Merger Agreement was adopted by the Board of Directors of PETROLEUM
CORPORATION OF AMERICA, Utah Corporation and TECHNOLOGY SELECTION, INC., Nevada
Corporation, on May 21, 1996. The address of both Corporations is the same: 68
So. Main Street, Xxxxx #000, Xxxx Xxxx Xxxx, Xxxx, 00000.
WHEREAS, approval of the Merger Agreement was required by both the Shareholders
of PETROLEUM CORPORATION OF AMERICA, and TECHNOLOGY SELECTION, INC.. Notice to
the Shareholders was mailed on May 16, 1996, for meetings held on May 29, 1996
for both corporations.
PETROLEUM CORPORATION OF AMERICA, a Utah Corporation
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(Constituent)
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(A) One class of Stock - Common Stock
Authorized 100,000 Shares @ ($0.001 par value)
Issued and Outstanding - 23,971,330
Number of Shares represented at meeting - 22,115,780
Number of Shares voted for approval - 22,115,780
Number of Shares voted against - None
Shareholders unanimously approved Merger Agreement
TECHNOLOGY SELECTION, INC. Nevada Corporation (Survivor)
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(B) Two Classes of Stock.
Common Stock - Authorized 500,000,000 Shares ($0.001 par
------------ value)
Issued and Outstanding - 1,000 Shares
Preferred Stock - Authorized 50,000,000 (no par value)
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Issued and Outstanding - None
Number of Shares represented at meeting - 1,000
Number of Shares voted for approval - 1,000
Number of Shares against - None
Shareholders unanimously approved Merger Agreement.
WHEREAS, the Boards of Directors of TECHNOLOGY SELECTION, INC. and PETROLEUM
CORPORATION OF AMERICA have resolved that PETROLEUM CORPORATION OF AMERICA be
merged under and pursuant to the laws of the States of Utah and Nevada into a
single corporation existing under the laws of the State of Nevada, to wit:
TECHNOLOGY SELECTION, INC., which shall be the surviving corporation (the
"Surviving Corporation") in a transaction qualifying as a reorganization within
the meaning of Section 368(a) (1) (F) of the Internal Revenue Code of 1986, as
amended, and qualifying as an exempt transaction in accordance with Rules 145(a)
(2) and 145 (a) (3) to the Securities Act of 1933, as amended.
NOW THEREFORE, in consideration of the premises and the mutual agreements,
provisions and covenants herein contained, the parties hereto hereby agree in
accordance with the laws of the States of Utah and Nevada, and that PETROLEUM
CORPORATION OF AMERICA shall be, at the Effective Date (as hereinafter defined),
merged (hereinafter called "Merger") into a single Corporation, and the parties
hereto adopt and agree to the following agreements, terms and conditions
relating to the Merger and the mode of carrying the same into effect.
1. Stockholders' Meetings: Filings; Effects of Merger
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1.1. PETROLEUM CORPORATION OF AMERICA Stockholders' Meeting.
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PETROLEUM CORPORATION OF AMERICA called a meeting of its stockholders to held on
May 29, 1996 in accordance with the laws of the State of Utah, upon due notice
mailed on May 16, 1996 to its stockholders to consider and vote upon, among
other matters, adoption of this Agreement to its stockholders to consider and
vote upon, among other matters, adoption of this Agreement.
1.2. Action by PETROLEUM CORPORATION OF AMERICA as Sole Stockholder of
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TECHNOLOGY SELECTION, INC.. On or before May 29, 1996, PETROLEUM CORPORATION OF
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AMERICA, as the sole stockholder of TECHNOLOGY SELECTION, INC. adopted this
Agreement in accordance with the laws of the State of Utah and Nevada.
1.3. Filing of Certificate of Merger: Effective Date. This Agreement
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was adopted by the stockholders of PETROLEUM CORPORATION OF AMERICA in
accordance with the laws of the State of Utah, (b) this Agreement was adopted by
PETROLEUM CORPORATION OF AMERICA as the sole stockholder of TECHNOLOGY
SELECTION, INC. in accordance with the laws of the State of Utah and Nevada, and
(c) this Agreement is not thereafter, and has not theretofore been, terminated
or abandonded as permitted by the provisions hereof, then the Merger Agreement
shall be filed and recorded in accordance with the laws of the State of Nevada
and the State of Utah. Such filings, if practicable, shall be made on the same
day. The Merger shall become effective at 9:00 A.M. on the calendar day
following the day of such filing in Nevada, which date and time are herein
referred to as the "Effective Date."
1.4 Certain Effects of Merger. On the Effective Date, the separate
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existence of PETROLEUM CORPORATION OF AMERICA shall cease, and PETROLEUM
CORPORATION OF AMERICA shall be merged into
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TECHNOLOGY SELECTION, INC. which, as the Surviving Corporation, shall possess
all the rights, privileges, powers, and franchises, of a public as well as of a
private nature, and be subject to all the restrictions, disabilities, and duties
of PETROLEUM CORPORATION OF AMERICA; and all and singular, the rights,
privileges, powers, and franchises of PETROLEUM CORPORATION OF AMERICA and all
property, real personal, and mixed, and all debts due to PETROLEUM CORPORATION
OF AMERICA on whatever account, as well as for stock subscriptions and all other
things in action or belonging to PETROLEUM CORPORATION OF AMERICA, shall be
vested in the Surviving Corporation; and all property, rights, privileges,
powers, and franchises, and all and every other interest shall be thereafter as
effectually the property of the Surviving Corporation as they were of PETROLEUM
CORPORATION OF AMERICA, and the title to any real estate vested by deed or
otherwise, under the laws of Utah or Nevada or any other jurisdictions, in
PETROLEUM CORPORATION OF AMERICA shall not revert or be in any way impaired; but
all rights of creditors and all liens upon any property of PETROLEUM CORPORATION
OF AMERICA shall be preserved unimpaired, and all debts, liabilities, and duties
of PETROLEUM CORPORATION OF AMERICA shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if said debts,
liabilities, and duties had been incurred or contracted by it. At any time, or
from time to time, after the Effective Date, the last acting officers of
PETROLEUM CORPORATION OF AMERICA or the corresponding officers of the Surviving
Corporation, may in the name of PETROLEUM CORPORATION OF AMERICA, execute and
deliver all such property deeds, assignments, and other instruments and take or
cause to be taken all such further or other action as the Surviving Corporation
may deem necessary or desirable in order to vest, perfect, or confirm in the
Surviving Corporation title to and possession of all PETROLEUM CORPORATION OF
AMERICA's property, right, privileges, powers, franchises, immunities, and
interests and otherwise to carry out the purposes of this Agreement.
2. Name of Surviving Corporation; Certificate of Incorporation; By-Laws
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2.1 Name of Surviving Corporation. The name of TECHNOLOGY SELECTION,
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INC. shall be the Surviving Corporation, from and after the Effective Date.
2.2 Certificate of Incorporation. The Certificate of Incorporation
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of TECHNOLOGY SELECTION, INC. as in effect on the date hereof shall from and
after the Effective Date be, and continue to be, the Certificate of
Incorporation of the Surviving Corporation until changed or amended as provided
by law.
2.3 By-Laws. The By-Laws of TECHNOLOGY SELECTION, INC. immediately
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before the Effective Date, shall from and after the Effective Date be, and
continue to be, the By-Laws of the Surviving Corporation until amended as
provided therein.
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3. Status and Conversion of Securities
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The manner and basis of converting the shares of the capital stock of
PETROLEUM CORPORATION OF AMERICA and the nature and amount of securities of
TECHNOLOGY SELECTION, INC. which the holders of shares of PETROLEUM CORPORATION
OF AMERICA Common Stock are to receive in exchange for such shares are as
follows:
3.1. PETROLEUM CORPORATION OF AMERICA Common Stock. Every one (1)
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share of PETROLEUM CORPORATION OF AMERICA Common Stock which shall be issued and
outstanding immediately before the Effective Date shall, by virtue of the Merger
and without any action on the part of the holder thereof, be converted at the
Effective Date into one (1) fully paid share of TECHNOLOGY SELECTION, INC.
Common Stock, and outstanding certificates representing shares of PETROLEUM
CORPORATION OF AMERICA Common Stock shall thereafter represent shares of
TECHNOLOGY SELECTION, INC. Common Stock. Such certificates may, but need not be,
exchanged by the holders thereof after the merger become effective for new
certificates for the appropriate number of shares bearing the name of the
Surviving Corporation. The exchange of TECHNOLOGY SELECTION, INC. Common Stock
for PETROLEUM CORPORATION OF AMERICA Common Stock shall be effectuated pursuant
to Rules 145(a)(2) and 145(a)(3) to the Securities Act of 1933, as amended.
3.2. TECHNOLOGY SELECTION, INC. Common Stock Held by PETROLEUM
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CORPORATION OF AMERICA. All issued and outstanding shares of TECHNOLOGY
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SELECTION, INC. Common Stock held by PETROLEUM CORPORATION OF AMERICA
immediately before the Effective Date shall, by virtue of the Merger and at the
Effective Date, cease to exist and certificates representing such shares shall
be canceled and voided.
3.3. Directors and Officers Elected for TECHNOLOGY SELECTION, INC. The
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Directors and Officers for the Surviving Corporation, TECHNOLOGY SELECTION, INC.
are as follows:
Xxxxxxx X. Xxxxxx Director/Chairman of the Board, CEO
Xxxxx X. Xxxxxxxx Director/President, COO
Xx Xxx Xxxx Director/Secretary-Treasurer
Xxxx Xxxx Jun Director
Xxxx Xx Xxx Director
4. Miscellaneous.
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4.1. This Merger Agreement may be terminated and the proposed Merger
abandoned at any time before the Effective Date of the Merger, and whether
before or after approval of this Merger Agreement by the shareholders of
PETROLEUM CORPORATION OF AMERICA, if the Board of Directors of PETROLEUM
CORPORATION OF AMERICA or of the Surviving Corporation duly adopt a resolution
abandoning this Merger Agreement.
4.2. For the convenience of the parties hereto and to facilitate the
filing of this Merger Agreement, any number of counterparts hereof may be
executed; and each such counterpart shall be deemed to be an original
instrument.
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XXXXX X. XXXXXXXX - DIRECTOR/PRESIDENT & C.O.O.
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Xx. Xxxxxxxx has been a Director of Thermal Medical Imaging, Inc. since
December, 1995. He is a financial services professional by training, with
extensive experience in medical and computer venture financing. From 1987 to
the present, he founded Computerized Thermal Imaging, Inc., the original
developer of the Company's current technology. From 1984 to 1989, Xx. Xxxxxxxx
was President of Funding Selection, Inc., an Oregon investment banking and
mergers and acquisitions firm. From 1983 to 1986, he was Chairman of Grace
Capital Ltd. in Oregon, a specialized medical and computer technology private
placement firm. Xx. Xxxxxxxx received a B.S. degree in Business Administration
from Xxxxxxx Xxxxx University and a graduate degree in banking and corporate
finance from the University of Southern California.
XXXX XXXX XXX - DIRECTOR/VICE CHAIRMAN
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General Manager of China Xxxx Xxxx (Group) Corporation involved in Mainland
China. He is a businessman involved in Mainland China Satellite Communications,
Computer Manufacturing, Compact Disc Company, Thermal Sensor Factory,
Telecommunications Company and Construction Companies and various other
businesses.
XX XXX XXXX - DIRECTOR/SECRETARY-TREASURER
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A businessman involved in Mainland China Satellite Communications, Computer
Manufacturing, Compact Disc Company, Thermal Sensor Factory, Telecommunications
Company and Construction Companies and various other businesses. He has a
Masters Degree in Computer Sciences and is an international businessman.
XXXX XX XXX - DIRECTOR
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A businessman involved in Mainland China Satellite Communications, Computer
Manufacturing, Compact Disc Company, Thermal Sensor Factory, Telecommunications
Company and Construction Companies and various other businesses.
PRINCIPAL REASONS FOR CHANGING THE CORPORATIONS DOMICILE
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FROM UTAH TO NEVADA
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The State of Nevada does not provide for any state corporate income taxation.
Accordingly, from the date of reincorporation in the State of Nevada, the
Company will be able to reduce or eliminate corporate income taxes, which
otherwise may be assessed against the Company under the applicable statutes in
the State of Utah.
Moreover, for many years Nevada has followed a policy of encouraging
incorporation in that state, or and, in furtherance of that policy, has adopted
comprehensive, modern and flexible corporate laws that are periodically updated
and revised to meet changing business needs. As a result, many corporations are
now incorporated in Nevada.
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IN WITNESS WHEREOF, these Articles of Merger have been executed by PETROLEUM
CORPORATION OF AMERICA and TECHNOLOGY SELECTION, INC.
ATTEST: PETROLEUM CORPORATION OF AMERICA
/s/ [illegible] By: /s/ Xxxxxx Xxxxx
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Secretary President
(SEAL)
ATTEST: TECHNOLOGY SELECTION, INC.
/s/ [illegible] By: /s/ Xxxxxx Xxxxx
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Secretary President
STATE OF Utah )
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COUNTY OF Salt Lake ) ss.
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On 6/7/96 , before me, the undersigned,
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a Notary Public in and for said State, personally appeared Xxxxxx Xxxxx ,
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personally known to me (or proved to me on the basis of satisfactory evidence)
to be the President of the corporation that executed the within
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instrument, PETROLEUM CORPORATION OF AMERICA and also known to me to be the
person who executed the within instrument on behalf of the corporation therein
named, and acknowledged to me that such corporation executed the same.
WITNESS my hand and official seal.
/s/ X. Xxxxxx Xxxxxxxxxx
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(SEAL) Notary Public
State of
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My commission expires:
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STATE OF Utah )
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COUNTY OF Salt Lake ) ss.
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On 6/7/96 , before me, the undersigned,
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a Notary Public in and for said State, personally appeared Xxxxxx Xxxxx ,
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personally known to me (or proved to me on the basis of satisfactory evidence)
to be the President of the corporation that executed the within
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instrument, PETROLEUM CORPORATION OF AMERICA and also known to me to be the
person who executed the within instrument on behalf of the corporation therein
named, and acknowledged to me that such corporation executed the same.
WITNESS my hand and official seal.
/s/ X. Xxxxxx Xxxxxxxxxx
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Notary Public
(SEAL) State of
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My commission expires:
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[STATE OF NEVADA SEAL APPEARS HERE]
I hereby certify that this is a true and complete copy of the document as filed
in this office.
June 19 '96
/s/ Xxxx Xxxxxx
XXXX XXXXXX
Secretary of State
By: [illegible]
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