EXHIBIT 3.2
Filed Secretary of State
State of Nevada
September 22, 1999
C20977-99
ARTICLES & AGREEMENT & PLAN OF MERGER
This Agreement and Plan of Merger (the "Plan and Merger") is made as of August
31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho
corporation and Senior Care Industries, Inc., a Nevada corporation ("Senior
Care") and are deemed to become an amendment to the Articles of Incorporation of
Senior Care Industries, Inc. and shall be filed with the Secretary of State of
the State of Nevada.
RECITALS
A) Golden Chest is a corporation duly organized and existing under the laws of
the State of Idaho.
B) Senior Care is a corporation duly organized and existing under the laws of
the State of Nevada. One share of common stock of Senior Care has been issued
and that share of common stock is held by Golden Chest. Thus, Senior Care is a
wholly-owned subsidiary of Golden Chest. No shareholder approval of this Plan
and Merger is required.
C) Golden Chest and Senior Care (the "Constituent Corporations") have approved
this Plan and Merger Agreement by resolutions duly adopted by their respective
Boards of Directors in accordance with the laws of their respective
jurisdictions of incorporation; and
D) The Constituent Corporations desire to adopt a plan of reorganization
pursuant to the provisions of Section 368(a)(1)(f) of the Internal Revenue Code
of 1986, as amended, a Plan of Merger complying with Section 30-1-1105 of the
Idaho Code, and
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
1) Surviving Corporation - Golden Chest shall be merged with and into Senior
Care (the "Merger")a with Senior Care being the surviving corporation (the
"Surviving Corporation") of the Merger. At the Effective Time (as herein
defined), the corporate existence of Golden Chest shall cease and the Surviving
Corporation, to the fullest extent permitted by applicable law shall succeed to
all the business, properties, assets and liabilities of the Constituent
Corporation and shall remain Senior Care Industries, Inc.
2) Authorized Shares - The authorized capital stock of the Surviving Corporation
consists of 50,000,000 shares of Common Stock, par value $.001 per share.
3) Certificate of Incorporation and Bylaws -
a) The Certificate of Incorporation of Senior Care as in effect at the Effective
Time shall be the Certificate of Incorporation of the Surviving Corporation.
b) The Bylaws of Senior Care in effect at the Effective Time shall be the Bylaws
of the Surviving Corporation.
4) Directors and Officers -
a) The directors of Golden Chest immediately prior to the Effective Time shall
be the directors of the Surviving Corporation, to hold office in accordance with
the Bylaws of the Surviving Corporation until their successors are duly
appointed or elected and qualified.
b) The officers of Golden Chest immediately prior to the Effective Time shall be
the officers of the Surviving Corporation to hold office in accordance with the
Bylaws of the Surviving Corporation until their successors are duly appointed or
elected and qualified.
5) Principal Office - The principal office of the Surviving Corporation in the
State of Nevada shall be at 0000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, XX
00000.
6) Consent to Service of Process - The Surviving Corporation hereby consents to
be sued and served with process in the State of Idaho in any proceeding in the
State of Idaho and the Surviving Corporation hereby irrevocably appoints the
Secretary of State as its agent to accept service of process in such proceeding
in the State of Idaho to enforce against the Constituent Corporations any
obligations of Golden Chest and the rights of dissenting shareholders of Golden
Chest.
7) Corporate Purpose - The purposes for which the Surviving Corporation has been
formed are to engage in any lawful act or activity for which corporations may be
formed under the laws of the State of Nevada.
8) Terms of Merger -
a) At the Effective Time, each issued and outstanding share of Common Stock of
Golden Chest shall, automatically and without further act of either of the
Constituent Corporations or of the holders thereof, be extinguished and
converted into one issued and outstanding share of Common Stock of the Surviving
Corporation. The holder of each share so extinguished and converted (of record
on the shareholder records of Golden Chest at the Effective Time) shall be
recorded on the books of the Surviving Corporation as the holder of the number
of shares of Common Stock of the Surviving Corporation which such holder is
entitled to receive; and each certificate theretofore representing one or more
shares of Common Stock of Golden Chest shall be deemed, for all corporate
purposes, to evidence ownership of the same number of shares of Common Stock of
the Surviving Corporation which the holder of such certificate is entitled to
receive.
b) Each person who, as a result of the Merger, holds one or more certificates to
which theretofore represented one or more shares of Common Stock of Golden Chest
shall surrender any such certificates to the Surviving Corporation (or to any
agent designated for such purpose by the Surviving Corporation), and upon such
surrender, the Surviving Corporation shall, within a reasonable time, deliver to
such person in substitution and exchange therefor (I) one or more certificates
evidencing the number of shares of Common Stock of the Surviving Corporation
which such person is entitled to receive in accordance with the terms of this
Plan and Merger Agreement in substitution for the number of shares of Common
Stock of Golden Chest theretofore represented by each certificate so
surrendered; provided, however, that such holders shall not be required to
surrender any such certificates until such certificates would normally be
surrendered for transfer on the books of the issuing corporation in the ordinary
course of business.
c) At and after the Effective Time, all of the issued and outstanding shares of
Common Stock of Golden Chest held immediately prior to the Effective Time shall
be cancelled and cease to exist, without any consideration being payable
therefor.
d) At the Effective Time, each option to purchase shares of Common Stock of the
Company outstanding immediately prior to the Effective Time shall become an
option to purchase shares of Common Stock in the Surviving Corporation, subject
to the same terms and conditions and at the same option price applicable to each
such option immediately prior to the Effective Time.
9) Termination and Abandonment - Any ant time prior to the Effective Time and
for any reason, this Plan and Merger Agreement may be terminated and abandoned
by the Board of Directors of either Constituent Corporations, without notice of
such action to the other Constituent Corporation, notwithstanding approval of
this Plan and Merger Agreement by the shareholders of one or both of the
Constituent Corporations.
10) Amendment - At any time prior to the Effective Time, this Plan and Merger
Agreement may be amended by an agreement in writing executed in the same manner
as this Plan and Merger Agreement, after due authorization of such action by the
Board of Directors of the Constituent Corporations; provided, however, that this
Plan and Merger Agreement may not be amended if such amendment would a) alter or
change the amount or kind of shares or other consideration to be received by the
shareholders of either of the Constituent Corporations in the Merger, b) alter
or change any term of the Certificate of Incorporation of the corporation which
will be the Surviving Corporation, c) alter or change any of the terms and
conditions of this Plan and Merger Agreement if such alteration or change would
adversely affect the shareholders of either of the Constituent Corporations, or
d) otherwise violate applicable law.
11) Effective Time of Merger - The Effective Time of the Merger ( the "Effective
Time") shall be the later of the date on which the a) this Plan and Merger
Agreement shall have been filed with the Secretary of State of the State of
Nevada and b) this Plan and Merger Agreement shall have been duly filed in the
office of the Secretary of State of the State of Idaho.
GOLDEN CHEST, INC.
0000 Xxxxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000
By: /s/ Xxx Xxxxxxxx
------------------------
Xxx Xxxxxxxx, President
By: /s/ Xxx Xxxxxxx
------------------------
Xxx Xxxxxxx, Secretary
SENIOR CARE INDUSTRIES, INC.
0000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000.
By: /s/ Xxx Xxxxxxxx
------------------------
Xxx Xxxxxxxx, President
By: /s/ Xxx Xxxxxxx
------------------------
Xxx Xxxxxxx, Secretary
