1
Exhibit 3.4
EXHIBIT A
---------
PLAN OF MERGER
THIS PLAN OF MERGER ("Plan of Merger") is made and entered into this
8th day of December, 2000 by and between Empyrean Bioscience, Inc., a Wyoming
corporation (the "Surviving Corporation") and Empyrean Diagnostics, Inc., a
California corporation (the "Merged Corporation").
WHEREAS, the respective Board of Directors of the Surviving Corporation
and the Merged Corporation deem it advisable and in the best interests of the
parties hereto, that the Merged Corporation be merged into the Surviving
Corporation under the laws of the State of Wyoming in the manner provided
therefor pursuant to Section 17-16-1107 of the Wyoming Business Corporation Act
and under the laws of the State of California in the manner provided therefor
pursuant to Section 1108 of the California General Corporation Law.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained, the parties hereto agree to merge upon the terms
and conditions below stated:
1. The parties hereto agree that the Merged Corporation will be merged
into the Surviving Corporation (the "Merger").
2. The mode of carrying the Merger into effect will be as follows:
(a) At the Effective Date of the Merger (as defined below), each issued
and outstanding share of common stock of the Merged Corporation shall
be cancelled, and the certificate(s) representing such share(s) shall
be surrendered, cancelled, and extinguished.
(b) At the Effective Date of the Merger, each shareholder of
the Surviving Corporation whose shares were outstanding immediately
before the Effective Date of the Merger will hold the same number of
shares, with identical designations, preferences, limitations and
relative rights, immediately after the Merger.
(c) The Merger will become effective on or before December 31, 2000
(the "Effective Date").
2
(d) Upon the Effective Date, all the property, rights, agreements,
privileges, franchises, patents, trademarks, licenses, registrations
and other assets of every kind and description of the Merged
Corporation shall be transferred to, vested in, and devolve upon, the
Surviving Corporation without further act or deed and all property,
rights, and every other interest of the Surviving Corporation and the
Merged Corporation shall be as effectively the property of the
Surviving Corporation as they were of the Surviving Corporation and the
Merged Corporation, respectively. The Merged Corporation hereby agrees
from time to time, as and when requested by the Surviving Corporation
or by its successors or assigns, to execute and deliver or cause to be
executed and delivered all such deeds and instruments and to take or
cause to be taken such further or other action as the Surviving
Corporation may deem necessary or desirable in order to vest in and
confirm to the Surviving Corporation title to and possession of any
property of the Merged Corporation acquired or to be acquired by reason
of or as a result of the Merger herein provided for and otherwise to
carry out the interest and purposes hereof and the proper officers and
directors of the Merged Corporation and the proper officers and
directors of the Surviving Corporation are fully authorized in the name
of the Merged Corporation or otherwise to take any and all such action.
3. The respective Board of Directors of the constituent corporations a
party hereto shall have the power in their discretion to abandon the Merger
provided for herein prior to the filing of the Articles of Merger or other
appropriate certificate with the office of the Secretary of State.
IN WITNESS WHEREOF, the parties hereto have caused their respective
corporate names to be signed hereto by their respective officers, duly
authorized by their respective Board of Directors and shareholders of the
constituent corporations.
EMPYREAN BIOSCIENCE, INC., Surviving
Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
December 8, 2000
EMPYREAN DIAGNOSTICS, INC., Merged
Corporation
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
December 8, 2000
