Exhibit 2(a)
ARTICLES OF MERGER AND
PLAN AND AGREEMENT OF MERGER
PORT INDUSTRIES, INC.
(a Minnesota corporation)
(the "Surviving Corporation")
AND
DIGITAL REPORTING, INC.
(a Delaware Corporation)
THIS PLAN AND AGREEMENT OF MERGER, entered into on March 1. 1994 by Port
Industries. Inc., ("Port") , a Minnesota business corporation, and approved by
resolution adopted by its Board of Directors on said date; and entered into on
March 1, 1994 by Digital Reporting, Inc. ("DRI"), a Delaware business
corporation, and approved by resolution adopted by its Board of Directors on
said date.
WHEREAS Port is a business corporation of the State of Minnesota with
its principal office therein located at 000 Xxxxxx Xx. Xxxxx 000 Xxxxxxxxx XX
00000 and its registered office located at 00000 Xxxxxxx Xxxx, Xxxxxxx XX 00000
; and the total number of shares of capital stock which Port has authority to
issue is 10,000,000 common shares all of one class and of a par value of $. 10
each, and currently there are 502,000 of such shares issued and outstanding; and
WHEREAS DRI is a business corporation of the State of Delaware with its
registered office therein located at 00 Xxxx Xxxxx 0xxxxx, Xxxx xx Xxxxx, Xxxxxx
of Kent; and the total number of shares of capital stock which DRI has authority
to issue is 10,000,000 common. shares all of one class and of d oar value of
$.001 each; and currently there are 2,800,000 of such shares issued and
outstanding; and
WHEREAS the Business Corporation Act of the State of Minnesota permits
the merger of a business corporation of another jurisdiction with and into a
business corporation of the State of Minnesota; and the General Corporation Law
of the State of Delaware permits a merger of a business corporation of the State
of Delaware with and into a business corporation of another jurisdiction; and
WHEREAS Port and DRI and the respective Boards of Directors thereof deem
it advisable and to the advantage, welfare and best interests of said
corporations and their respective stockholders to merge DRI with and into Port
pursuant to the provisions of the Business Corporation Act of the State of
Minnesota and the General Corporation Law of the State of Delaware upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE. in consideration of the premises and of the mutual
agreement. of the parties hereto, being thereunto duly entered into by Port and
DRI and approved by resolutions duly adopted by their respective Boards of
Directors, this Plan and Agreement of Merger and the terms and conditions hereof
and the mode of carrying this merger into effect, together with any Provisions
required or permitted to be set forth therein, are hereby determined and agreed
upon as hereinafter in this Plan and Agreement set forth,
1. Port and DRI shall, pursuant to the provisions of the Minnesota
Business Corporation Act and of the General Corporation Law of the State of
Delaware, be merged with and into a single corporation, to wit, Port, which
shall be the Surviving Corporation upon the effective date of the merger, and
which is sometimes hereinafter referred to as the "surviving corporation" which
shall continue to exist as the surviving corporation under this merger under Its
post-merger new name of Digital Reporting, Inc. The separate existence of DRI,
the Delaware corporation and hereinafter sometimes referred to as the
"terminating corporation", shall cease at the said effective time in accordance
with the provisions of said General Corporation Law of the state of Delaware.
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2. The manner and basis of converting the shares of each of the
constituent corporations of this merger into shares of the Surviving Corporation
shall be as follows:
a) Upon the effective date of this merger, each share of Port shall
remain one share of the Surviving Corporation, and accordingly the issued shares
of the Surviving Corporation shall not be converted or exchanged in any manner
but shall continue to represent similar issued shares of the Surviving
Corporation.
b) Each issued share of the terminating corporation shall upon the
effective date of this merger be converted into one (1) share of the Surviving
Corporation. Holders of certificates representing common shares of the
terminating corporation shall as of the effective date of this merger be
entitled to such rights which they would enjoy if they held certificates of the
Surviving Corporation, and shall be issued new certificates of the Surviving
Corporation upon surrender of their certificates in the terminating corporation.
3. Board of Directors Upon the effectiveness of this merger, the Board
of Directors of the Surviving Corporation shall consist of Mr. Xxxxx Xxxx and up
to two other directors who will be appointed by Xx. Xxxx, and they shall hold
office until their successors are elected and shall qualify.
4. Officers - Upon the effectiveness of this merger, the new Board of
Directors of the Surviving Corporation will elect officers of the Surviving
Corporation to immediately commence such positions with the Surviving
Corporation, and the current officers of the Surviving Corporation will resign
their officer positions.
5. Bylaws - The present bylaws of Port shall be the bylaws of the
Surviving Corporation and be in full force and effect upon the effectiveness of
this merger and thereafter until changed, altered or Attended as therein
provided and in the manner prescribed by the Minnesota Business Corporation Act.
6. Restated Articles Of Incorporation - The Articles of Incorporation of
the Surviving Corporation shall be as follows as of the effective date of this
merger:
ARTICLE I.
The name of this corporation shall be Digital Reporting, Inc.
ARTICLE II.
The period of duration of this corporation' shall be perpetual, and this
corporation. shall have general business purposes and shall have unlimited power
to engage in any lawful business authorized by the laws of the State of Minn
esota,
ARTICLE III.
The registered office of this corporation in the County of Hennepin.
State of Minnesota is 0000 Xxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000.
ARTICLE IV.
This corporation is 'authorized to issue up to 10,100,000 common share
of capital stock, all of which shall be of a par value of $.001 per share.
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ARTICLE V.
The shareholders of this corporation shall have no right to cumulate
votes for the election of directors; and such shareholders also shall have
preemptive rights to subscribe for any issue of shares of any Class of this no
or corporation now or hereafter made.
ARTICLE VI.
The Board of Directors of this corporation shot have the authority:
i) to allot and authorize the issuance of the authorized but unissued
shares of this corporation. ii) to accept or reject subscriptions for
shares of any class ,made after incorporation; iii) to fix the terms.
conditions and provisions of and authorize the issuance of rights to
convert any securities, as of this corporation into shares of and class
or classes. including, the conversion basis or bases, and to fix the
terms. conditions and provisions of and authorize the issuance of
options, warrants or other rights to purchase or subscribe for shares of
any class or classes, including the option price or prices; and iv) to
make and alter the bylaws of this corporation subject to the power of
the shareholders to repeal or change such bylaws.
ARTICLE VII
No director of this corporation shall be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director; provided, however, that this Article VII shall not limit or
eliminate the liability OF it director. to the extent provided, by applicable
law for breach of a director's duty of loyalty to the corporation or its
shareholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law of Section 302A.599 or
80.23 of the Minnesota Statutes; (iv) any transaction from which a director
derived any improper personal benefit; or (v) any act or omission occurring
prior to the date when this provision becomes effective.
The provisions of this Article VII shall not be deemed to limit or
preclude Indemnification of a director by this corporation, for any liability of
a director which has not been eliminated by the provisions of this Article VII.
If the Minnesota Statutes hereinafter are amended to authorize the
further lamination or limitation of the liability of directors, then the
liability. of director of the corporation in addition to what is provided
herein, shall be further eliminated or limited to the fullest extent permitted
by the Minnesota statutes as so amended.
Any amendment or repeal of this Article VII shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director of the corporation existing at the time of such repeal or limitation.
Statement Required by Minnesota Statutes Section 302A.615. This Plan and
Agreement of Merger has been approved by each corporation hereto pursuant to the
Minnesota Business Corporation Act, Chapter 302A of Minnesota Statutes.
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METRO LEGAL SERVICES
7. Effectiveness of Merger This merger shall become effective in the
state of Minnesota on the date on which the Secretary of State of Minnesota
files this Plan of Merger and accompanying statement that the Plan of Merger has
been approved by each corporation as required by Minnesota law, which documents
shall comprise the Articles of Merger as required by Section 302A.61S of the
Minnesota Business Corporation Act.
8. The aforesaid Surviving Corporation does hereby agree that it may be
served with process in Delaware in any proceeding for enforcement of any
obligation of DRI, as well as for enforcement of any obligation of said
Surviving Corporation arising from this merger, including any suit or other
proceeding to enforce the right, if any, of any stockholder of DRI as determined
in appraisal proceedings pursuant to Delaware law; and the aforesaid Surviving
Corporation does hereby Irrevocably appoint the Secretary of State of Delaware
as its agent to accept service of process in any such suit or other proceedings;
and does hereby specify the following as the address to which a copy of such
process shall be mailed by the Secretary of State of Delaware:
Xxxxx & Xxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
9. In the event that the merger- herein shall have been fully
authorized in accordance with the provisions of thd Minnesota Business
Corporation Act. the terminating corporation and the Surviving Corporation
hereby stipulate that they will cause to be executed and filed and/ recorded any
document or document5 prescribed by the laws of the State of Delaware and the
State of Minnesota, and that they will cause to be performed all necessary acts
therein and elsewhere to effectuate the merger.
10. The Board of Directors and the proper officers of the terminating
corporation and of the Surviving Corporation, respectively, are hereby
authorized. empowered dnd directed to do any and all acts and things, and to
make, execute, deliver, file, and/or 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 Plan and Agreement of Merger or
of the merger herein provided for.
Dated: March 1, 1994
PORT INDUSTRIES, INC., the Surviving
Attest: Corporation
/s/ By /s/
Xxxxxx X. Xxxxxxx, Secretary Xxxxxx Xxxxxxxx, President
Dated: March 1, 1994 DIGITAL REPORTING, INC. The Terminating
Attest: Corporation
/s/ By /s/
Xxxxx X. Xxxxx, Secretary Xxxxx Xxxx, President
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