Exhibit 3.2
ARTICLES OF MERGER
THESE ARTICLES OF MERGER are made and entered into as of the 14th day of
August, 1996, by and between XXXXXX XXXXXX GRAPHIX, INC., a Nevada corporation,
(hereinafter referred to as "SHG"), and XXXXXX XXXXXX GRAPHIX, INC., a
California corporation (hereinafter referred to as "Graphix").
ARTICLE I. PLAN OF MERGER
Pursuant to these Articles of Merger, it is intended and agreed that Graphix
will be merged into SHG, and SHG will be the surviving corporation. The terms,
conditions, and understandings of the Merger are set forth in the Agreement and
Plan of Merger between SHG and Graphix dated August 13, 1996 ("Plan of Merger"),
a true and correct copy of which is attached hereto as Exhibit "A" and
incorporated herein by this reference.
ARTICLE II. DIRECTOR APPROVAL
The Plan of Merger has been duly adopted and approved by the boards of
directors of SHG and Graphix in accordance with the laws of the states under
which they are organized.
ARTICLE III. STOCKHOLDER APPROVAL
Graphix has authorized 10,000,000 shares of common stock, no par value, of
which 2,183,950 shares are issued and outstanding, each of which is entitled to
one vote or an aggregate for all common stock of 2,183,950 votes. The Plan of
Merger was submitted to the stockholders of Graphix for approval in accordance
with the laws of the state of California. Of the 2,183,950 issued and
outstanding shares of Graphix common stock, there were 1,458,500 undisputed
votes for approval of the proposed Plan of Merger. The number of votes cast for
approval of the proposed Plan of Merger by the common stock entitled to vote
thereon was sufficient for approval pursuant to the laws of the state of
California.
SHG has authorized 50,000,000 shares of common stock, $0.001 par value, of
which no shares are issued and outstanding, and 5,000,000 shares of preferred
stock, par value $0.001, of which no shares are issued and outstanding. The Plan
of Merger was duly approved and adopted by the board of directors of SHG in
accordance with the Nevada Revised Statutes, and no stockholder approval of SHG
is required under such statutes since there is no common stock or preferred
stock of SHG issued and outstanding.
ARTICLE IV. AMENDMENT TO ARTICLES
The Articles of Incorporation of SHG as the surviving corporation shall be
its certificate of incorporation as currently in effect, without change or
amendment.
IN WITNESS WHEREOF, the undersigned corporations, acting through their
respective presidents and secretaries, have executed these Articles of Merger as
of the date first-above written.
XXXXXX XXXXXX GRAPHIX, INC.
ATTEST: A Nevada Corporation
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxx
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Xxxxx Xxxxxxx, Secretary Xxxxxx Xxxxx, President
XXXXXX XXXXXX GRAPHIX, INC.
ATTEST: A California corporation
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxx
------------------------- -----------------------------
Xxxxx Xxxxxxx, Secretary Xxxxxx Xxxxx, President
STATE OF UTAH )
:ss.
COUNTY OF Salt Lake )
I, Xxxx X. Xxxxxx, a notary public, hereby certify that on the 14th day of
August 1996, personally appeared before me the president of Xxxxxx Xxxxxx
Graphix, Inc., a Nevada corporation ("SHG"), and the president of Xxxxxx Xxxxxx
Graphix, Inc., a California corporation ("Graphix"), who being by me first duly
sworn, declared that he is the person who signed the foregoing document as the
president, respectively, of SHG and Graphix and that the statements therein
contained are true.
/s/ Xxxx X. Xxxxxx
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NOTARY PUBLIC
Residing in Salt Lake
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STATE OF UTAH )
:ss.
COUNTY OF Salt Lake )
I, Xxxx X. Xxxxxx, a notary public, hereby certify that on the 14th day of
August 1996, personally appeared before me the secretary of Xxxxxx Xxxxxx
Graphix, Inc., a Nevada corporation ("SHG"), and the secretary of Xxxxxx Xxxxxx
Graphix, Inc., a California corporation ("Graphix"), who being by me first duly
sworn, declared that he is the person who signed the foregoing document as the
secretary, respectively, of SHG and Graphix and that the statements therein
contained are true.
/s/ Xxxx X. Xxxxxx
-------------------------------
NOTARY PUBLIC
Residing in Salt Lake
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