EXHIBIT 3.3
PLAN AND AGREEMENT OF MERGER
OF
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
(A NORTH DAKOTA CORPORATION)
AND
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
(A NEVADA CORPORATION)
PLAN AND AGREEMENT OF MERGER entered into on June 12, 2003, by and between
VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North Dakota corporation
("VEII-North Dakota"), and VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a Nevada
corporation ("VEII- Nevada").
WHEREAS, VEII-North Dakota is a business corporation of the State of North
Dakota with its registered office therein located at 0000 Xxxxxxxx Xx., Xxxxxxx,
Xxxxx Xxxxxx 00000; and
WHEREAS, the total number of shares of stock which VEII-North Dakota has
authority to issue is 150,000,000, of which 100,000,000 are common stock, $.001
par value per share, and 50,000,000 are preferred stock, $.001 par value per
share; and
WHEREAS, VEII-Nevada is a business corporation of the State of Nevada with its
registered office therein located at 0000 Xxxx Xxxx Xxx., Xxx Xxxxx, Xxxxxx
00000; and
WHEREAS, the total number of shares of stock which VEII-Nevada has authority to
issue is 250,000,000, of which 200,000,000 are common stock, $.001 par value per
share, and 50,000,000 are preferred stock, $.001 par value per share; and
WHEREAS, the North Dakota Business Corporation Act permits a merger of a
business corporation of the State of North Dakota with and into a business
corporation of another jurisdiction; and
WHEREAS, the General Corporation Law of the State of Nevada permits the merger
of a business corporation of another jurisdiction with and into a business
corporation of the State of Nevada; and
WHEREAS, VEII-North Dakota and VEII-Nevada and the respective Boards of
Directors thereof declare it advisable and to the advantage, welfare, and best
interests of said corporations and their respective stockholders to merge
VEII-North Dakota with and into VEII-Nevada pursuant to the provisions of the
North Dakota Business Corporation Act and pursuant to the provisions of the
General Corporation Law of the State of Nevada upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual agreement of
the parties hereto hereby determine and agree as follows.
ARTICLE I
MERGER
1.1. CONSTITUENT CORPORATIONS. The name, address and jurisdiction of
organization of each of the constituent corporations are set forth below.
A. Voyager Entertainment International, Inc., a corporation organized under and
governed by the laws of the State of North Dakota with a principal place of
business at 0000 Xxxx Xxxx Xxx., Xxx Xxxxx, Xxxxxx 00000 (the "terminating
corporation").
B. Voyager Entertainment International, Inc., a corporation organized under and
governed by the laws of the State of Nevada with a principal place of business
at 0000 Xxxx Xxxx Xxx., Xxx Xxxxx, Xxxxxx 00000 (the "surviving corporation").
1.2. SURVIVING CORPORATION. Voyager Entertainment International, Inc., a Nevada
corporation, shall be the surviving corporation. The principal place of
business, officers and directors of Voyager Entertainment International, Inc.
shall survive the merger and be the principal place of business, officers and
directors of the surviving corporation. The Articles of Incorporation and bylaws
of the Surviving Corporation will be in a form consistent with Nevada law and
the Articles of Incorporation will provide for an increase in the authorized
$.001 par value common stock of the corporation from 100,000,000 to 200,000,000
shares.
1.3. MERGER. On the Effective Date (as hereinafter set forth) and subject to the
terms and conditions of this Agreement, the applicable provisions of the North
Dakota Business Corporation Act ("North Dakota Law"), and the applicable
provisions of Title 7, Chapter 78 of the Nevada Revised Statutes ("Nevada Law"),
VEII-North Dakota is merged with and into VEII- Nevada. The separate existence
of VEII-North Dakota shall cease on and after the Effective Date.
ARTICLE II
EXCHANGE AND CONVERSION OF SHARES
2.1. CONVERSION OF CAPITAL STOCK.
A. On the Effective Date, each issued and outstanding share of the common stock,
$.001 value per share, of VEII- North Dakota shall be converted into the right
to receive one (1) fully paid and non-assessable share of the common stock,
$.001 par value per share, of VEII-Nevada.
B. On the Effective Date, each issued and outstanding share of the preferred
stock of any series or class of VEII- North Dakota shall be converted into the
right to receive one fully paid and non-assessable share of preferred stock,
$.001 par value per share, of VEII-Nevada with substantially identical rights
and preferences.
2.2. FRACTIONAL SHARES. No fractional shares or script representing fractional
shares shall be issued by VEII-Nevada as a result of the merger. Each fractional
share that would otherwise result from the merger shall be cancelled and
returned to the authorized and unissued capital stock of VEII-Nevada and a full
share of VEII-Nevada common stock, $.001 par value per share, shall be issued in
its place.
2.3. NO MANDATORY EXCHANGE. It will not be necessary for shareholders of the
VEII-North Dakota to exchange their existing stock certificates for certificates
of VEII-Nevada. Outstanding stock certificates of the Company should not be
destroyed or sent to the surviving corporation.
2.4. EXISTING SHARES. Prior to the merger, no shares of common or preferred
stock of VEII-Nevada had been issued.
ARTICLE III
ADDITIONAL COVENANTS AND AGREEMENTS
3.1. OUTSTANDING OPTIONS AND WARRANTS. Except to the extent otherwise provided
in outstanding options, warrants, and other rights to purchase shares of the
common stock, $.001 par value per share, of VEII-North Dakota, each option,
warrant or other right to purchase shares of the common stock, $.001 par value
per share, of VEII-North Dakota, shall be exercisable to purchase shares of
VEII-Nevada on the same terms and conditions.
3.2. SUBMISSION TO SERVICE IN NORTH DAKOTA. VEII-Nevada agrees that it may be
served with process in the State of North Dakota in any proceeding for
enforcement of any obligation of a constituent corporation and in a proceeding
for the enforcement of the rights of a dissenting owner of an ownership interest
of a constituent corporation against the surviving foreign corporation, and
irrevocably appoints the Secretary of State of North Dakota as its agent to
accept services of process in any such suit or proceeding. Any such process may
be forwarded to the surviving foreign corporation in care of Xxxxxxx X.
Xxxxxxxx, Xx., 0000 Xxxx Xxxx Xxx., Xxx Xxxxx, Xxxxxx 00000.
3.3 DISSENTING OWNERS. The parties hereto agree that it will promptly pay to the
dissenting owners of ownership interests of VEII-North Dakota the amount, if
any, to which they are entitled under Section 10-19.1-88 of the North Dakota
Business Corporation Act.
3.4. COOPERATION. In the event that this Agreement is approved and adopted by
the stockholders of VEII-North Dakota in accordance with North Dakota Law, the
parties hereto agree that they will cause to be executed and filed and recorded
any document or documents prescribed by North Dakota Law or Nevada Law, and that
they will cause to be performed all necessary acts within the State of North
Dakota and the State of Nevada and elsewhere to effectuate the merger herein
provided for.
3.5. ADDITIONAL ASSURANCES. VEII-North Dakota hereby appoints the officers and
directors, each acting alone, as its true and lawful attorneys in fact to do any
and all acts and things, and to make, execute, deliver, file, and record any and
all instruments, papers, and documents which shall be or become necessary,
proper, or convenient to carry out or put into effect any of the provisions of
this Agreement or of the merger herein provided for.
ARTICLE IV
EFFECTIVE DATE
4.1. EFFECTIVE DATE. This merger shall be effective in the State of North Dakota
and the State of Nevada on the date a certificate of merger meeting the
requirements of North Dakota Law, is filed with the Secretary of State of the
State of North Dakota.
4.2. TERMINATION. Notwithstanding the full approval and adoption of this
Agreement, the said Agreement may be terminated by either party at any time
prior to the filing thereof with the Secretary of State of the State of Nevada.
4.3. AMENDMENT. Notwithstanding the full approval and adoption of this
Agreement, this Agreement may be amended at any time and from time to time prior
to the filing thereof with the Secretary of State of the State of Nevada except
that, without the approval of the stockholders of VEII-North Dakota and the
stockholders of VEII-Nevada, no such amendment may (a) change the rate of
exchange for any shares of VEII-North Dakota or the types or amounts of
consideration that will be distributed to the holders of the shares of stock of
VEII-North Dakota; (b) change any term of the Articles of Incorporation of
VEII-Nevada; or (c) adversely affect any of the rights of the stockholders of
VEII- North Dakota or VEII-Nevada.
ARTICLE V
MISCELLANEOUS
5.1. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which may have different signatures and be signed at different times.
When all parties have signed at least one counterpart, each counterpart shall be
deemed complete and shall constitute the same instrument.
5.2. ENTIRE AGREEMENT. This Agreement and the is intended by the parties to be
the final expression of their agreement with respect to the matter set forth
herein and is intended to contain all of the terms of such agreement without the
need to refer to other documents. There are no other understandings, written or
oral, among the parties with respect to the matter set forth herein.
5.3. AMENDMENT. This Agreement may not be amended except by a written instrument
signed by the parties hereto.
IN WITNESS WHEREOF, this Agreement is hereby executed upon behalf of each of the
parties thereto this 12th day of June, 2003.
VOYAGER ENTERTAINMENT VOYAGER ENTERTAINMENT
INTERNATIONAL, INC. (North Dakota) INTERNATIONAL, INC.
(Nevada)
/s/ /s/
Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx, Xx.,
President President
/s/ /s/
Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx,
Secretary Secretary
