PLAN OF MERGER
OF
VIRTUAL TECHNOLOGIES, INC.
(a Utah Corporation)
INTO
VIRTUAL TECHNOLOGIES, INC.
(a Nevada Corporation)
THIS PLAN OF MERGER entered into this 19th day of July, 1996, by and
between VIRTUAL TECHNOLOGIES, INC., a Utah corporation ("Virtual-Utah"), and
VIRTUAL TECHNOLOGIES, INC., a Nevada corporation ("Virtual-Nevada").
WHEREAS, Virtual-Utah is a corporation organized and existing under the
laws of the State of Utah with its principal office in Salt Lake County, Utah;
and
WHEREAS, Virtual-Utah desires to change its domicile to the State of
Nevada. and
WHEREAS, Virtual-Utah has caused Virtual-Nevada to be formed under the
laws of the State of Nevada solely to effect such change of domicile;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, the Plan of Merger and the terms and conditions
thereof and the mode of carrying the same into effect, together with any
provisions required or permitted to be set forth therein, are hereby determined
and agreed upon for submission to the stockholders of Virtual-Utah and
Virtual-Nevada as required by the laws of the States of Utah and Nevada as
follows:
1.
Merger and Surviving Corporation
--------------------------------
Virtual-Utah will merge into Virtual-Nevada, and Virtual-Nevada will be
the "Surviving Corporation."
2.
Terms and Conditions of Merger
------------------------------
2.1 Each share of common stock of Virtual-Utah ("Shares") shall, upon
the effective date of the Plan, be converted into on share of common stock of
Virtual-Nevada. On the effective date of the Plan, such shares so converted
shall constitute all of the then issued and outstanding shares of common stock
of the Surviving Corporation.
2.2 The separate existence of Virtual-Utah shall cease.
2.3 The Surviving Corporation shall thereupon and thereafter possess
all the rights, privileges, powers and franchises as well of a public as of a
private nature, and be subject to all of the restrictions, disabilities and
duties of Virtual-Utah; and all and singular, the rights, privileges, powers and
franchises of Virtual-Utah; and all property, real, personal and mixed, and all
debts due to Virtual-Utah on whatever account as well for stock subscriptions as
all other things in action or belonging to Virtual-Utah shall be vested in the
Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the Surviving Corporation as they were of Virtual-Utah, and the
title to any real estate vested by deed or otherwise in Virtual-Utah shall not
revert or be in any impaired by reason of the Plan; but all rights of creditors
and all liens upon any property of Virtual-Utah shall be preserved unimpaired,
and all debts, liabilities and duties of Virtual-Utah shall thenceforth attach
to the Surviving Corporation and may be enforced against it to the same extent
as if said debts, liabilities and duties had been incurred or contracted by it.
Specifically, but not by way of limitation, the Surviving Corporation shall be
responsible and liable to dissenting stockholders of Virtual-Utah; and any
action -or proceeding whether civil, criminal or administrative, pending by or
against Virtual-Utah shall be prosecuted as if the Plan had not taken place, or
the Surviving Corporation may be substituted in such action or proceeding.
2.4 All corporate acts, plans, policies, contracts, approvals and
authorizations of Virtual-Utah and its stockholders, Board of Directors,
committees, elected or appointed by the Board of Directors, officers and agents,
which were valid and effective immediately prior to the effective time of the
Plan shall be taken for all purposes as the acts, plans, policies, contracts,
approvals and authorizations of the Surviving Corporation and shall be as
effective and binding thereon as the same were with respect to Virtual-Utah. The
employees of Virtual-Utah shall become the employees of the Surviving
Corporation and continue to be entitled to the same rights and benefits which
they enjoyed as employees of Virtual-Utah.
2.5 The assets, liabilities, reserves and accounts of Virtual-Utah
shall be recorded on the books of the Surviving Corporation at the amounts at
which they, respectively, shall then carried on the books of Virtual-Utah,
subject to such adjustments or eliminations of intercompany items as may be
appropriate in giving effect to the Plan.
2.6 The Articles of Incorporation of Virtual-Nevada shall be the
Articles of Incorporation of the Surviving Corporation; and the Bylaws of
Virtual-Nevada shall become the Bylaws of the Surviving Corporation.
2.7 All of the present directors of Virtual-Utah shall be designated
directors of the Surviving Corporation to serve until the next annual meeting of
stockholders and until their successors are elected and qualified.
2.8 The principal office of both Corporation's shall be 0000 X. Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000. The Surviving Corporation shall also
maintain a registered office in Nevada at 0000 Xxxxxxxx, Xxx Xxxxx, XX 00000.
2.9 The Plan must be adopted by persons owing a majority of the shares
of Virtual-Utah and Virtual-Nevada. Stockholders of Virtual-Utah shall be given
such written notice as may be required by the laws of the State of Utah.
2.10 Stockholders of both corporation shall be afforded all rights,
privileges and obligations contained within the Utah Revised Business
Corporation Act and the Nevada Revised Statues regarding dissenters' rights, and
the Surviving Corporation shall be obligated to notify the stockholders as
provided therein.
2.11 The effective date of the Plan shall be the date when the Articles
of Merger are filed and accepted by the Secretary of State of the State of
Nevada and at such time as all applicable provisions of the Utah Revised
Business Corporation Act have been met.
IN WITNESS WHEREOF, the parties hereto have executed this Plan of
Merger the day and year first above written.
VIRTUAL TECHNOLOGIES, INC., a Utah
Corporation
By /s/ Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx, President
Attest:
/s/ Xxx Xxxxx
------------------------------
Xxx Xxxxx, Assistant Secretary
STATE OF COLORADO )
) ss
COUNTY OF DENVER )
On the 22nd day of July, 1996, personally appeared before me Xxxxx
Xxxxx, President and Xxx Xxxxx, Assistant Secretary, Virtual who duly
acknowledged to me that they are authorized to and did sign the foregoing Plan
of Merger for and on behalf of Virtual-Utah
/s/ Xxxxx X. XxXxx
---------------------------
NOTARY PUBLIC
VIRTUAL TECHNOLOGIES, INC.
A Nevada corporation
Date: July 22, 1996 By /s/ Xxxxxx Xxxxxx
------------- -------------------------
Xxxxxx Xxxxxx, President
Date: July 22, 1996 By /s/ Xxxxx Xxxxxxxx
------------- -------------------------
Xxxxx Xxxxxxxx, Secretary
STATE OF ARIZONA )
) ss
COUNTY OF MARICOPA )
On the 22nd day of July, 1996, personally appeared before me, a Notary
Public in and for the State and County aforesaid, Xxxxxx Xxxxxx, President, and
Xxxxx Xxxxxxxx, Secretary of Virtual - Nevada, personally known to me to be
persons whose names are subscribed to the above instrument in the said
capacities, who acknowledged that they executed the said instrument.
/s/ Xxxxxx X. Xxxxxxxx XX
----------------------------
NOTARY PUBLIC
My commission expires:
07/09/99
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