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EXHIBIT 3.3
ARTICLES OF MERGER
OF
JumboSports Inc.
AND
Sports & Recreation Reincorporation, Inc.
To the Secretary of State
State of Florida
Pursuant to the provisions of the Florida Business Corporation Act, the
Florida wholly owned subsidiary business corporation and the foreign parent
business corporation named below do hereby adopt the following Articles of
Merger.
1. Annexed hereto and made a part hereof is the Plan and Agreement of
Merger, as amended, for merging JumboSports Inc. ("Sports") (formerly known as
Sports & Recreation, Inc. but which has adopted the new name pursuant to
another merger of even date herewith with a wholly owned Delaware subsidiary
known as Sports & Recreation Macro Sports, Inc.) into Sports & Recreation
Reincorporation, Inc. (the "Company") as approved by the Shareholders of Sports
on June 12, 1996.
2. The effective time and date of the merger herein provided for in
the State of Florida shall be the date and time when these Articles of Merger
shall be filed with the Secretary of State of the State of Florida.
3. Approval of the Plan and Agreement of Merger by the Shareholders
of the Company was not required because the Company was a wholly owned
subsidiary of Sports.
4. The merger of Sports with and into the Company is permitted by
the laws of Delaware, its jurisdiction of organization, and is in compliance
with said laws. The Plan and Agreement of Merger was adopted by the Board of
Directors of Sports on April 5, 1996 and was amended by the Board of Sports on
December 18, 1996.
5. As to the Company, the aforesaid Plan of Merger was adopted in
accordance with the provisions of the Florida Business Corporation Act on
April 23, 1996 and amended on December 13, 1996.
6. The Company will be the Surviving Corporation in the Merger and
from and after the effective time of the Merger will change its name to
JumboSports Inc.
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IN WITNESS WHEREOF, the undersigned have caused these
Articles of Xxxxxx to be executed effective the 14th day of
February, 1997.
JumboSports Inc.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Chairman, CEO and President
SPORTS & RECREATION
REINCORPORATION, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Chairman, CEO and President
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