EXHIBIT 3.4
ARTICLES OF MERGER
ARTICLES OF MERGER (these "Articles") made and entered into as of the 10th day
of October, 1992 by and between Exactly, Inc., a Wyoming corporation ("Exactly")
and Sports Group, Inc., a Nevada corporation ("Sports"). These Articles are
adopted pursuant to Section 78.451, Nevada Revised Statutes as amended; and the
Wyoming Business Corporation Act, as amended. All of such laws expressly permit
the merger described herein; subject to and pursuant to all of the terms and
conditions as set forth herein.
ARTICLE I
SURVIVOR CORPORATION
Sports Group, Inc., a Nevada corporation, shall be the surviving corporation.
ARTICLE II
AMENDMENTS TO ARTICLE OF INCORPORATION
Article One of the Articles of Incorporation of the survivor corporation shall
be amended to read:
The name of the Corporation is Exactly Sportswear, Inc.
ARTICLE III
SHARES AUTHORIZED AND OUTSTANDING
Exactly has the authority to issue an unlimited number of shares of Common
Stock, ("Exactly Common Stock") of which 2,600,000 shares are issued and
outstanding. Exactly also has 78,700 A Warrants and 78,700 B Warrants issued
and outstanding. Each A Warrant is exercisable into one Common Share at the
exercise price of $6.00. The exercise period of the A Warrant is for one year
after the effective date of the registration of the A Warrants with the
Securities and Exchange Commission. The exercise period may be extended by the
Board of Directors for an additional 365 days. Each B Warrant is exercisable
into one Common Share at the exercise price of $8.00. The exercise period of
the B Warrant is for two years after the effective date of the registration of
the B Warrants with the Securities and Exchange Commission. The exercise period
may be extended by the Board of Directors for an additional 365 days.
Sports has authority to issue Fifty Million (50,000,000) shares of Common Stock,
("Sports Common Stock") par value $0.001, of which 400,000 shares are issued and
outstanding.
ARTICLE IV
SHAREHOLDER VOTE
On October 10, 1992, pursuant to a special meeting of the shareholders,
2,521,900 of the outstanding shares of Exactly Common Stock were voted in favor
and no shares were voted against the Agreement of Merger. Said number of votes
was sufficient for approval by the stockholders of Exactly. 320,000 of the
outstanding shares of Sports Common Stock voted in favor and no shares were
voted against the Agreement of Merger. Said number of votes was sufficient for
approval by the stockholders of Sports. A copy of the Agreement of Merger was
mailed to the shareholders of both corporations on September 30, 1992.
ARTICLE V
PLAN OF MERGER
The executed agreement of merger is on file at the principal place of business
of the surviving corporation. Said address is 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx
00, Xxx Xxxxx, Xxxxxx 00000. A copy of the agreement of merger will be
furnished by the surviving corporation to any stockholder of any constituent
corporation.
IN WITNESS WHEREOF, these Articles of Merger, having first been duly approved
by resolution of the Boards of Directors of Exactly and Sports and their
respective shareholders, is hereby executed on behalf of each of said two
corporation by their respective officers thereunto duly authorized.
Exactly, Inc. ATTEST:
A Wyoming Corporation
/s/ XXXXXXX XXXXXX /s/ XXXXX XXXXXX
_______________________________ ____________________________
President Secretary
Sports Group, Inc. ATTEST;
A Nevada Corporation
/s/ XXXXXX X. XXXXXXX /s/ XXXX XXXXXXXX
________________________________ ____________________________
Xxxxxx X. Xxxxxxx, President Secretary
