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EXHIBIT 2.2
ARTICLES OF MERGER
OF
THE HAVANA REPUBLIC, INC.
A COLORADO CORPORATION
INTO
THE HAVANA REPUBLIC, INC.
A FLORIDA CORPORATION
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ARTICLE I
PARTIES. The Havana Republic, Inc., a Colorado corporation, (the
"Disappearing Corporation") and The Havana Republic, Inc. a Florida Corporation
(the "Surviving Corporation") are the parties to an Agreement of Merger whereby
The Disappearing Corporation will merge into The Surviving Corporation and the
shareholders of The Disappearing Corporation will receive shares of the
Surviving Corporation.
ARTICLE I
ADOPTION. A. The Agreement of Merger was adopted by all directors of the
Surviving Corporation on October 14, 1997. Shareholder's approval of the
Surviving Corporation was not required pursuant to F.S. ss. 607.1104.
B. The Agreement of Merger was adopted by all directors on
October 14, 1997 of the Disappearing Corporation and by a majority of the
shareholders of the Disappearing Corporation on November 6, 1997.
ARTICLE II
EFFECTIVE DATE. The merger will become effective on the date of filing of
these Articles of Merger with the Secretary of State of the State of Florida.
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ARTICLE III
PLAN OF MERGER. The Plan of Merger provides for an exchange of shares in
the corporations party to the merger effected in the following manner: All of
the shares of the Disappearing Corporation will be surrendered to the Surviving
Corporation and all shares so acquired shall be extinguished by virtue of the
merger. Thereupon, there shall be issued to the shareholders of the Disappearing
Corporation shares of the Surviving Corporation, one share of the Surviving
Corporation's Common Stock for each share of the Disappearing Corporation's
Common Stock and One Share of the Surviving Corporation's Preferred Stock for
each share of the Disappearing Corporation's Preferred Stock . The Plan of
Merger is attached as Exhibit "A" hereto.
ARTICLE IV
The Articles of Incorporation of the Surviving Corporation shall be
amended and restated in the manner as attached hereto as Exhibit "B". The
Designation of Series A Convertible Preferred Stock attached as Exhibit "C" is
hereby adopted as an amendment to the Articles of Incorporation.
DATED: this 6 day of November, 1997.
Attest: THE HAVANA REPUBLIC, INC.
a Colorado corporation
By:/s/ By: /s/
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Secretary President
Attest: THE HAVANA REPUBLIC, INC.
a Florida corporation
By:/s/ By: /s/
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Secretary President
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STATE OF FLORIDA )
)SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 6 day of
November, 1997, by Xxxxxxx Xxxxxxxxx, as President and Secretary of THE HAVANA
REPUBLIC, INC. a Colorado corporation, on behalf of the Corporation.
/s/
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Notary Public, State of Florida at Large
My Commission Expires:
[SEAL]
STATE OF FLORIDA )
)SS:
COUNT OF DADE )
The foregoing instrument was acknowledged before me this 6 day of
November, 1997, by Xxxxxxx Xxxxxxxxx, as President and Secretary of THE HAVANA
REPUBLIC, INC., a Florida corporation, on behalf of the Corporation.
/s/
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Notary Public, State of Florida at Large
My Commission Expires:
[SEAL]
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13. DIRECTORS' RIGHT TO ABANDON MERGER.
The Board of Directors of each of the Constituent
Corporations shall have the power in its discretion to abandon the merger
provided for herein prior to the filing of the Articles of Merger.
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