EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAY 29, 1997
No. C8210-86
/s/ Xxxx Xxxxxx
XXXX XXXXXX, SECRETARY OF STATE
ARTICLES OF MERGER
Merger of InvestAmerica, Inc., a Nevada corporation,
with and into
Progressive Polymerics International, Inc., a Nevada corporation
THESE ARTICLES OF MERGER, are hereby adopted by InvestAmerica, Inc., a
Nevada corporation, and Progressive Polymerics International, Inc., also a
Nevada corporation, pursuant to Section 78.458 Nevada Revised Statues as
amended, so as to provide for the merger of InvestAmerica, Inc. with and into
Progressive Polymerics International, Inc. on the following terms and
conditions:
PARTIES
The parties to the Merger are:
InvestAmerica, Inc., a Nevada corporation, the merging corporation
Progressive Polymerics International, Inc., a Nevada corporation,
the surviving corporation
ADOPTION
A Plan and Agreement of Merger was adopted by the constituent
corporations on May 14, 1997.
The Plan and Agreement of Merger, previously approved, adopted and
recommended by the Board of Directors of Progressive Polymerics International,
Inc., was submitted to and adopted by a majority vote of the stockholders of
Progressive Polymerics International Inc. at a Special Meeting of Stockholder
called pursuant to Notice and call for the purpose of acting upon such Plan
and Agreement of Merger and duly held on May 14, 1997, a quorum being present.
As of the recorded date of April 17, 1997 Progressive Polymerics
International, Inc. had only one class of capital stock issued and
outstanding, being the Common Stock, of which 481,838 shares were issued and
outstanding, of which 242,376 shares were voted "for" the Plan and Agreement
of merger and 11,340 shares were voted "against" such Plan and Agreement,
while 50 shares "abstained". The total votes "for" the Plan and Agreement of
merger was sufficient for approval of such and Agreement by the Common
Stockholders.
The plan and Agreement of Merger was (unanimously) adopted by the single
stockholder of InvestAmerica, Inc. pursuant to Written Consent dated May 14,
1997.
A complete executed Plan and Agreement of Merger is on file at the
principal office of the surviving corporation. A copy thereof shall be
furnished, at no cost, to any stock holder either constituent corporation upon
request.
TERMS AND CONDITIONS
This Merger shall be effective upon the filing of these Articles of
Merger with the Secretary of State for the State of Nevada. This Merger shall
be governed by the laws of the State of Nevada.
Upon effectiveness of the Merger:
The separate existence of InvestAmerica, Inc., the merging corporation,
shall cease, while the existence of Progressive Polymerics International, Inc.,
the surviving corporation, shall continue under Nevada law.
All real estate and property of the merging corporation shall vest in
the surviving corporation without reversion or impairment.
The surviving corporation shall possess all of the rights, powers,
privileges, immunities and franchises as well of a public and as of a private
nature of the merging corporation.
The surviving corporation shall succeed to all of the liabilities of
the merging corporation and shall henceforth be responsible and liable for all
the obligations, debts and liabilities of such merging corporation.
The shares of the merging corporation shall be converted into shares
of the surviving corporation.
The Articles of Incorporation of the surviving corporation, as
amended, shall be further amended as provided herinbelow.
AMENDMENTS
Except as provided herein, the Articles of Incorporation of Progressive
Polymerics International, Inc., the surviving corporation, shall remain in
full force and effect. The amendment to the Articles of Incorporation to be
effected by the merger are as follows:
The name of the surviving corporation shall be changed; accordingly
Article FIRST shall be amended to read as follows:
FIRST: The name of the corporation is InvestAmerica, Inc.
IN WITNESS WHEREOF, the constituent corporations have executed these Articles
of Merger this 14th day of May, 1997:
INVESTAMERICA, INC.
ATTEST:
By: /s/ Xxxxxxx X. Xxxxx
-----------------------
President
By: /s/ Xxxxxxx X. Xxx
-----------------------
Secretary
PROGRESSIVE POLYMERICS
INTERNATIONAL, INC.
ATTEST:
By: /s/ Xxxxxxx X. Xxxxx
------------------------
President
By: /s/ Xxxxxxx X. Xxx
-----------------------
Secretary
STATE OF NEVADA )
) ss
COUNTY OF XXXXX )
ACKOWLEDGEMENT AND VERIFICATION
Personally appeared before me, a notary public in and for said County and
State, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxx, known to me or duly proved to me,
who stated that they were the President and Secretary, respectively, of
Progressive Polymerics International, Inc. and they acknowledged that they had
executed the foregoing Articles of Merger on behalf of Progressive Polymerics,
International, Inc. for the purposes stated therein, and, they being duly
sworn, deposed and said that the facts stated in the foregoing Articles of
Merger were true and correct to the best of their information, knowledge and
belief.
Sworn to and subscribed before me the 14th day of May, 1997;
/s/ Xxxxxxx Xxxx Xxxxx
--------------------------
Notary Public
My Commission Expires:
August 28, 1999
STATE OF NEVADA )
) ss.
COUNTY OF XXXXX )
ACKOWLEDGEMENT AND VERIFICATION
Personally appeared before me, a notary public in and for said County and
State, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxx, known to me or duly proved to me,
who stated that they were the President and Secretary, respectively, of
Progressive Polymerics International, Inc. and they acknowledged that they had
executed the foregoing Articles of Merger on behalf of Progressive Polymerics,
International, Inc. for the purposes stated therein, and, they being duly
sworn, deposed and said that the facts stated in the foregoing Articles of
Merger were true and correct to the best of their information, knowledge and
belief.
Sworn to and subscribed before me the 14th day of May, 1997;
/s/ Xxxxxxx Xxxx Xxxxx
--------------------------
Notary Public
My Commission Expires:
August 28, 1999
