EXHIBIT 3(i)(3)
ARTICLES OF MERGER
These Articles of Merger for FAMOUS FIXINS, INC., a Nevada corporation,
are hereby respectively submitted for filing by the Nevada Secretary of State
as required under Section 92A.190 of the Nevada Mergers and Exchanges of
Interest.
1. An Agreement and Plan of Merger was entered into on September 3,
1998 by the following:
Constituent Corporation: FAMOUS FIXINS, INC., a Nevada corporation
Surviving Corporation: FAMOUS FIXINS HOLDING COMPANY, INC.,
a New York corporation
2. An Agreement and Plan of Merger was adopted by the Board of
Directors of FAMOUS FIXINS HOLDING COMPANY, INC. and FAMOUS FIXINS, INC. on
September 3, 1998.
3. Approval of the Agreement and Plan of Merger was required by both
the shareholders of FAMOUS FIXINS HOLDING COMPANY, INC. and FAMOUS FIXINS, INC.
Notice to the shareholders of FAMOUS FIXINS, INC. and FAMOUS FIXINS HOLDING
COMPANY, INC., and the related Agreement and Plan of Merger was submitted to
the shareholders of the respective corporations on or about August 17, 1998 for
meetings held on September 3, 1998.
4. The desgination and number of votes entitled to be cast by each
class of FAMOUS FIXINS, INC., a Nevada corporation, are: common stock, total
authorized 25,000,000 shares, par value $.001 per share, 6,633,891 shares
issued and outstanding. The total number of votes cast for and against the
plan are 4,819,494 and 0, respectively.
5. The desgination and number of votes entitled to be cast by each
class of FAMOUS FIXINS HOLDING COMPANY, INC., a New York corporation, are:
common stock, total authorized 25,000,000 shares, par value $.001 per share, 1
share issued and outstanding. The total number of votes cast for and against
the plan are one (1) and none (0), respectively.
6. The Agreement and Plan of Merger is not set forth herein. A copy
of the Agreement and Plan of Merger is on file at the registered office of the
surviving corporation, and will be furnished by the surviving corporation, on
request and without cost, to any owner of any entity which is a party to the
merger.
IN WITNESS WHEREOF, these Articles of Xxxxxx have been executed by FAMOUS
FIXINS, INC. and FAMOUS FIXINS HOLDING COMPANY, INC.
ATTEST FAMOUS FIXINS, INC.
/s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxxx, Secretary Xxxxx Xxxxx, President
ATTEST FAMOUS FIXINS HOLDING COMPANY, INC.
/s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxxx, Secretary Xxxxx Xxxxx, President
STATE OF NEW YORK )
ss:
COUNTY OF NEW YORK )
On this 30th day of November, 1998, before me the undersigned officer,
personally appeared XXXXX XXXXX known to me to be the PRESIDENT of FAMOUS
FIXINS, INC. and acknowledged that he, as an officer being duly authorized so
to do, executed the foregoing instrument for the purposes therein contained, by
signed the name of the corporation by himself as an officer.
IN WITNESS WHEREOF I have hereunto set my hand and official seal.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------
Notary Public
STATE OF NEW YORK )
ss:
COUNTY OF NEW YORK )
On this 30th day of November, 1998, before me the undersigned officer,
personally appeared XXXXX XXXXX known to me to be the PRESIDENT of FAMOUS
FIXINS HOLDING COMPANY, INC. and acknowledged that he, as an officer being duly
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signed the name of the corporation by himself as an officer.
IN WITNESS WHEREOF I have hereunto set my hand and official seal.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------
Notary Public
FORWARDING ADDRES FOR SERVICE OF PROCESS IS:
c/o Famous Fixins, Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
