EXHIBIT 3.2
ARTICLES OF MERGER
OF
INTERACTIVE OBJECTS--WASHINGTON, INC.
A WASHINGTON CORPORATION
AND
INTERACTIVE OBJECTS, INC.
A UTAH CORPORATION
THESE ARTICLES OF MERGER (these "Articles") are made and entered into as of
April 15, 1998, by and between INTERACTIVE OBJECTS--WASHINGTON, INC., a
Washington corporation (the "Surviving Corporation"), and INTERACTIVE OBJECTS,
INC., a Utah corporation ("IO Utah"). The Surviving Corporation and IO Utah are
sometimes referred to jointly as the "Constituent Corporations."
NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein, the Constituent Corporations hereby agree as
follows:
1. Each of the Constituent Corporations is a corporation governed by, and
organized and existing under, the laws of the respective states as indicated in
the first paragraph of these Articles. The merger of IO Utah with and into the
Surviving Corporation is permitted by the laws of their respective jurisdictions
of incorporation and has been authorized in compliance with such laws.
2. The Plan and Agreement of Merger between the Surviving Corporation and
IO Utah (the "Plan"), attached hereto as Exhibit A, has been adopted and
approved by the directors of each of the Constituent Corporations in accordance
with Section 23B.11.030 of the Washington Business Corporation Act and Chapter
78 of the Utah Revised Business Corporation Act.
3. The Plan was submitted to the shareholders of IO Utah and the
Surviving Corporation by their respective boards of directors. The sole
shareholder of the Surviving Corporation approved the Plan by written consent.
At the annual meeting of the shareholders of IO Utah held on April 15, 1998, the
shareholders of IO Utah approved the Plan. As of the record date for such
meeting, there were 12,944,917 shares of IO Utah common stock issued and
outstanding, all of which were entitled to notice and to vote at the annual
meeting. Holders of 9,362,356 shares of common stock voted in favor of the Plan
(representing approximately 72% of the issued and outstanding shares); holders
of 54 shares of common stock voted against the Plan; and holders of 3,582,507
shares of common stock abstained or did not otherwise vote their shares. The
number of shares of IO Utah cast in favor of the Plan was sufficient for the
approval thereof.
4. Pursuant to Chapter 78 of the Utah Revised Business Corporation Act,
the Surviving Corporation irrevocably appoints the Secretary of the State of
Utah to accept service of process in any proceeding to enforce against the
Surviving Corporation any obligation of IO Utah as well as for enforcement of
any obligation of the Surviving Corporation arising from the Merger. The Utah
Secretary of State shall mail a copy of the service of process to Interactive
Objects, Inc., Attn: Legal Department, 00000 X.X. 00xx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000.
5. The Surviving Corporation will be authorized to transact business as a
foreign corporation in the State of Utah at the effective time and date of the
merger, in accordance with the provisions of the Utah Revised Business
Corporation Act.
Articles of Merger Page 1
EXECUTED as of the date first written above.
INTERACTIVE OBJECTS--WASHINGTON, INC.
a Washington corporation
By: /s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx
Chief Executive Officer
INTERACTIVE OBJECTS, INC.
a Utah corporation
By: /s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx
Chief Executive Officer
AGREEMENT AND PLAN OF MERGER
BETWEEN
INTERACTIVE OBJECTS--WASHINGTON, INC.
A WASHINGTON CORPORATION
AND
INTERACTIVE OBJECTS, INC.
A UTAH CORPORATION
This Plan and Agreement of Merger (this "Agreement") is entered into as of
the 15th day of April, 1998, by and between INTERACTIVE OBJECTS--WASHINGTON,
INC., a Washington corporation (the "Surviving Corporation"), having its
principal place of business at 00000 X.X. 00xx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx
00000, and INTERACTIVE OBJECTS, INC., a Utah corporation ("IO Utah"), having its
principal place of business at 00000 X.X. 00xx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx
00000. The Surviving Corporation and IO Utah are sometimes referred to jointly
as the "Constituent Corporations."
RECITALS
A. Each of the Constituent Corporations is a corporation governed by, and
organized and existing under, the laws of the respective states as indicated in
the first paragraph of this Agreement.
B. The shareholders and directors of each of the Constituent Corporations
have deemed it advisable for the mutual benefit of the Constituent Corporations
and their respective shareholders that IO Utah change its state of incorporation
from Utah to Washington by a merger with and into the newly formed Surviving
Corporation pursuant to the provisions of Title 23B of the Washington Business
Corporation Act and Chapter 78 of the Utah Revised Business Corporation Act (the
"Reincorporation Merger").
NOW, THEREFORE, in accordance with the laws of Washington and Utah, the
Constituent Corporations agree that, subject to the following terms and
conditions, (i) IO Utah shall be merged with and into the Surviving Corporation,
(ii) the Surviving Corporation shall continue to be governed by the laws of the
State of Washington, and (iii) the terms of the Reincorporation Merger, and the
mode of carrying them into effect, shall be as follows:
Articles of Merger Page 2
SECTION I
ARTICLES OF SURVIVING CORPORATION
The Articles of Incorporation of the Surviving Corporation as in effect
immediately prior to the Effective Time of the Reincorporation Merger shall
constitute the "Articles of Incorporation" of the Surviving Corporation within
the meaning of Section 23B.01.400(1) of the Washington Business Corporation Act
and Chapter 78 of the Utah Revised Business Corporation Act, except that the
name of the Surviving Corporation shall be changed to "Interactive Objects,
Inc."
SECTION II
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
Pursuant to the Utah Revised Business Corporation Act, the Surviving
Corporation irrevocably appoints the Secretary of State of Utah to accept
service of process in any proceeding to enforce against the Surviving
Corporation any obligation of IO Utah as well as for enforcement of any
obligation of the Surviving Corporation arising from the Reincorporation Merger.
The Utah Secretary of State shall mail a copy of the service of process to
Interactive Objects, Inc., Attn: Legal Department, 00000 X.X. 00xx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxxx 00000.
SECTION III
CONVERSION OF SHARES
IO Utah Shares. At the effective time of the Reincorporation Merger each
outstanding share of the common stock of IO Utah shall automatically be
converted into one share of common stock of the Surviving Corporation. It will
not be necessary for shareholders of IO Utah to exchange their existing stock
certificates for stock certificates of the Surviving Corporation.
Surviving Corporation Shares. At the Effective Time of the Reincorporation
Merger each previously issued and outstanding share of the common stock of the
Surviving Corporation shall be cancelled.
SECTION IV
BYLAWS
The Bylaws of the Surviving Corporation shall be the governing Bylaws.
SECTION V
DIRECTORS AND OFFICERS
The Directors and Officers of the Surviving Corporation shall remain the
officers and directors of the Surviving Corporation.
SECTION VI
EFFECT OF THE MERGER
The effect of the Reincorporation Merger shall be as provided by the
applicable provisions of the laws of Washington and Utah. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time of the
Reincorporation Merger the separate existence of IO Utah shall cease, the
Surviving Corporation shall possess all assets and property of every interest
therein, wherever located, and the rights, privileges, immunities, powers,
franchises, and authority, of a public as well as a private nature, of all of
the Constituent Corporations; all obligations
Agreement and Plan of Merger Page 3
belonging to or due any of the Constituent Corporations shall be vested in and
become the obligations of, the Surviving Corporation without further act or
deed; title to any real estate or any interest therein vested in any of the
Constituent Corporations shall be vested in and become the obligations of the
Surviving Corporation without further act or deed; title to any real estate or
interest therein shall not revert or in any way be impaired by reason of the
Reincorporation Merger; all rights of creditors and all liens upon any property
of the Constituent Corporations shall be preserved unimpaired; and the Surviving
Corporation shall be liable for all of the obligations of the Constituent
Corporations and any claim existing, or action or proceeding pending, by or
against any of the Constituent Corporations may be prosecuted to judgment with
right of appeal, as if the Reincorporation Merger had not taken place.
If at any time after the Effective Time of the Reincorporation Merger the
Surviving Corporation shall consider it to be advisable that any further
conveyances, agreements, documents, instruments, and assurances of law or any
other things are necessary or desirable to vest, perfect, confirm or record in
the Surviving Corporation the title to any property, rights, privileges, powers
and franchises of the Constituent Corporations or otherwise to carry out the
provisions of this Agreement, the proper directors and officers of the
Constituent Corporations last in office shall execute and deliver, upon the
Surviving Corporation's request, any and all proper conveyances, agreements,
documents, instruments, and assurances of law, and do all things necessary or
proper to vest, perfect or confirm title to such property, rights, privileges,
powers and title to such property, rights, privileges, powers and franchises in
the Surviving Corporation, and otherwise to carry out the provisions of this
Agreement.
SECTION VII
EFFECTIVE TIME OF THE REINCORPORATION MERGER
As used in this Agreement, the "Effective Time of the Reincorporation
Merger" shall mean the time at which executed counterparts of this Agreement, or
conformed copies thereof, together with duly executed Articles of Merger have
been duly filed by the Constituent Corporations in the office of the Washington
Secretary of State pursuant to Section 23B.11 of the Washington Business
Corporation Act and the office of the Utah Secretary of State pursuant to
Chapter 78 of the Utah Revised Business Corporation Act.
SECTION VIII
TERMINATION
This Agreement may be terminated and the Reincorporation Merger abandoned
by mutual consent of the directors of the Constituent Corporations at any time
prior to the Effective Time of the Reincorporation Merger.
SECTION IX
NO THIRD PARTY BENEFICIARIES
Except as otherwise specifically provided herein, nothing express or
implied in this Agreement is intended, or shall be construed, to confer upon or
give any person, firm or corporation, other than the Constituent Corporations
and their respective shareholders, any rights or remedies under or by reason of
this Agreement.
Agreement and Plan of Merger Page 4
EXECUTED as of the date first above written.
INTERACTIVE OBJECTS--WASHINGTON, INC.
a Washington corporation
By:/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx, Chief Executive Officer
INTERACTIVE OBJECTS, INC.
a Utah corporation
By:/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx, Chief Executive Officer
Agreement and Plan of Merger Page 5
