EXHIBIT 20.2
PLAN AND ARTICLES OF MERGER
252
PLAN AND AGREEMENT OF MERGER pursuant to the General Corporation Law of
the State of Florida between XxxxxxXxxxxx.Xxx, Inc, a Florida Corporation,
("GAC") and CathTech Group, Inc., a Florida corporation ("CTG").
WHEREAS, the constituent corporations desire to merge into a single
corporation;
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
provisions hereinafter contained, the constituent corporations do hereby
prescribe the terms and conditions of their merger and the mode of carrying such
merger into effect as follows:
FIRST: GAC, hereby merges into CTG which shall be the surviving
corporation.
SECOND: The manner of converting the outstanding shares of the capital
stock of the constituent corporations into the shares or other securities of
the surviving corporation shall be as follows:
1. The common shares of GAC shall be converted into common shares of CTG,
to the end that the issued and outstanding common shares of the surviving
corporation shall be owned 87.5% by the existing common shareholders of GAC and
12.5% by the existing common shareholders of CTG, their designees and other
related parties. Immediately following the merger, there shall be 2,872,500
issued and outstanding common shares.
2. After the effective date of this Agreement, each holder of an
outstanding certificate representing shares of common stock of the merged
corporation shall surrender such certificate to the surviving corporation and
each such holder shall be entitled upon such surrender to receive the number of
shares of common stock of the surviving corporation on the basis provided
herein. Until so surrendered, the outstanding shares of the stock of the merged
corporation to be converted into the stock of the surviving corporation as
provided herein may be treated by the surviving corporation as though such
surrender and exchange had taken place. After the effective date of this
Agreement, each registered owner of any un-certificated shares of common stock
of the merged corporation shall have such shares canceled and such registered
owner shall be entitled to the number of common shares of the surviving
corporation on the basis provided herein.
THIRD: The terms and conditions of the merger are as follows:
1. GAC shall be merged into CTG. CTG is hereby designated as the surviving
corporation.
2. The bylaws of the surviving corporation as they shall exist on the
effective date of this Agreement shall be and remain the bylaws of the surviving
corporation until they shall be altered, amended or repealed.
3. The officers and directors of GAC shall be appointed the officers and
directors of the surviving corporation to hold office until the next annual
meeting of stockholders, whereupon they would be subject to the normal and
ordinary election process described in the Bylaws of the surviving corporation
and shall have been elected and qualified.
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4. This merger shall become effective upon compliance with the filing and
other requirements of the laws of the State of Florida relating to the
effective date of corporate mergers provided that, for all accounting purposes
the effective date of the merger shall be as of 12:00 Midnight Florida time
on August 26, 1999.
5. Upon the merger becoming effective, all property, right, privileges,
licenses and assets of every kind of GAC shall be transferred to and vested in
CTG.
6. Upon the merger becoming effective, the name of CathTech Group, Inc.,
shall be changed to XXXXXXXXXXXX.XXX, INC.
FOURTH: The date of this Agreement is August 26, 1999.
FIFTH: : The authorized capital stock of GAC, a Florida corporation, is
100,000,000 shares of Common Stock, at zero par value.
IN WITNESS WHEREOF, the constituent corporations, pursuant to the approval
and authority duly given by resolutions adopted by their respective Boards of
Directors, have caused these presents to be executed as the respective act, deed
and agreement of such corporations as of this 26th day of August, 1999.
XXXXXXXXXXXX.XXX, INC. XXXXXXXXXXXX.XXX, INC.
By: Attest By:
----------------------------------- -----------------------------------
Xxxxxxxx Xxxxxx, President ,
Secretary
CathTech Group, Inc. CathTech Group, Inc.
By: Attest By:
----------------------------------- -----------------------------------
Xxxx Xxxxx, President & CEO , Secretary
254
ARTICLES OF MERGER
OF
XXXXXXXXXXXX.XXX, INC.
The undersigned corporations, pursuant to Section 607.1101-1107 of the
Florida Business Corporation Act, hereby execute the following articles of
merger:
ARTICLE ONE
The names of the corporations proposing to merge and the names of the
states under the laws of which such corporations are organized are as follows:
NAME OF CORPORATION STATE OF INCORPORATION
XXXXXXXXXXXX.XXX, INC. Florida
CATHTECH GROUP, INC. Florida
ARTICLE TWO
The laws of the states under which such corporation are organized permit
such merger.
ARTICLE THREE
The name of the surviving corporation shall be XXXXXXXXXXXX.XXX, INC. and
it shall be governed by the laws of the State of Florida. To effect this name
change, the Certificate of Incorporation of CATHTECH GROUP, INC. shall be
amended contemporaneously with the effective date of the merger.
ARTICLE FOUR
The plan of merger is as follows:
1. XXXXXXXXXXXX.XXX, INC., a Florida corporation(AGAC@), shall be merged
into CATHTECH GROUP, INC., a Florida corporation(CTG). CTG is hereby designated
as the surviving corporation.
2. The terms and conditions of the proposed merger are:
(a) The bylaws of the surviving corporation as they shall exist on the
effective date of the agreement of merger shall be and remain the bylaws
of the surviving corporation until they shall be altered, amended or
repealed.
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(b) The officers and directors of GAC shall be appointed as the officers
and directors of the surviving corporation to hold office until the next
annual meeting of stockholders and until their successors shall have been
elected and qualified.
(c) The merger shall become effective upon filing with the Secretary of
State of Florida provided that, for all accounting purposes, the effective
date of the merger shall be as of 12:00 Midnight Florida time on August
26, 1999.
(d) Upon the merger becoming effective, all property, rights, privileges,
licenses and assets of every kind of GAC shall be transferred to and
vested in CTG.
(e) Upon the merger becoming effective, the name of CTG shall be changed
to GAC.
3. The common shares of GAC shall be converted into common shares of CTG, to the
end that, immediately following the merger, the issued and outstanding common
shares of the surviving corporation shall be owned 87.5% by the existing common
shareholders of GAC, and 12.5% by the existing common shareholders of CTG, their
designees and other related parties. Immediately following the merger, there
shall be two million eight hundred seventy two thousand five hundred (2,872,500)
issued and outstanding Common Shares.
ARTICLE FIVE
As to each corporation, the shareholders of which were required to vote
for approval, the number of shares outstanding, the number of shares entitled to
vote and the number and designation of shares of any class entitled to vote as a
class are:
NAME OF CORPORATION: CATHTECH GROUP, INC.
TOTAL NUMBER OF SHARES OUTSTANDING: 2,872,500 COMMON SHARES
TOTAL NUMBER OF SHARES 2,872,500
ENTITLED TO VOTE:
DESIGNATION OF CLASS ENTITLED TO NONE
VOTE AS A CLASS (if any):
NUMBER OF SHARES OF SUCH CLASS (if any): NONE
NAME OF CORPORATION: XXXXXXXXXXXX.XXX, INC.
TOTAL NUMBER OF SHARES OUTSTANDING: 4,050
TOTAL NUMBER OF SHARES 4,050
ENTITLED TO VOTE:
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DESIGNATION OF CLASS ENTITLED TO NONE
VOTE AS A CLASS (if any):
NUMBER OF SHARES OF SUCH CLASS (if any): NONE
ARTICLE SIX
As to each corporation, the shareholders of which were required to vote
for approval, the number of shares voted for and against the plan, respectively,
and the number of shares of any class entitled to vote as a class voted for and
against the plan, are:
NAME OF CORPORATION: CTG
TOTAL SHARES VOTED FOR: 2,872,500
TOTAL SHARES VOTED AGAINST: NONE
CLASS: NONE
SHARES VOTED FOR: NONE
SHARES VOTED AGAINST: NONE
NAME OF CORPORATION: XXXXXXXXXXXX.XXX, INC.
TOTAL SHARES VOTED FOR: 4,050
TOTAL SHARES VOTED AGAINST: NONE
CLASS: NONE
SHARES VOTED FOR: NONE
SHARES VOTED AGAINST: NONE
ARTICLE SEVEN
The plan of merger was authorized, adopted and approved by unanimous
written consent of the Board of Directors and of the shareholders entitled to
vote thereto of CTG as required by the General Corporation Act of Florida.
The plan of merger was authorized, adopted and approved by the unanimous
written consent of the Board of Directors and the shareholders entitled to vote
thereon of GAC, as required by the Florida Business Corporation Act.
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All provisions of the laws of the State of Florida applicable to the
proposed merger have been complied with.
ARTICLE EIGHT
The principal office in Florida of CTG is:
0 Xxxxxxxx Xxxx.
Xxxx Xxxxx, Xxxxxxx 00000
The registered office in Florida of GAC is:
0000 Xxxxxxx Xxxxxxxx, #000, Xxxxx, Xxxxxxx 00000
ARTICLE NINE
It is agreed that, upon and after the issuance of a certificate of merger
by the Florida Department of State:
1. The surviving corporation may be served with process in the State of
Florida in any proceeding for the enforcement of any obligation of any
corporation organized under the laws of the State of Florida which is a party to
the merger and in any proceeding for the enforcement of the rights of a
dissenting shareholder of any such corporation organized under the laws of the
State of Florida against the surviving corporation;
2. The Florida Department of State shall be and hereby is irrevocably
appointed as the agent of the surviving corporation to accept service of process
in any such proceeding; the addresses to which the service of process in any
such proceeding shall be mailed are set out in Article Eight above.
3. The surviving corporation will promptly pay to the dissenting
shareholders of any corporation organized under the laws of the State of Florida
which is a party to the merger the amount, if any, to which they shall be
entitled under the provisions of the Florida Business Corporation Act, with
respect to the rights of dissenting shareholders.
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IN WITNESS WHEREOF each of the undersigned corporations has caused these
articles of merger to be executed in its name by its president or vice-president
and secretary or assistant secretary, as of the Twenty Sixth day of August,
1999.
XXXXXXXXXXXX.XXX, INC. XXXXXXXXXXXX.XXX, INC.
By: Attest By:
----------------------------------- -----------------------------------
Xxxxxxxx Xxxxxx, President ,Secretary
CathTech Group, Inc. CathTech Group, Inc.
By: Attest By:
----------------------------------- -----------------------------------
Xxxx Xxxxx, President & CEO , Secretary
