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AGREEMENT OF MERGER
BETWEEN
SIMEX TECHNOLOGIES, INC.,
A DELAWARE CORPORATION,
AND
SIMEX/NK TECHNOLOGIES, INC.,
A NEVADA CORPORATION
THIS AGREEMENT OF MERGER (the "Agreement") is made and entered into as
of the 19th day of April, 1999, by and between SIMEX TECHNOLOGIES, INC.
("SIMEX"), a Delaware corporation, and SIMEX/NK TECHNOLOGIES, INC. ("SNKT"), a
Nevada corporation.
W I T N E S S E T H:
WHEREAS, SIMEX is a corporation organized and existing under the laws
of the State of Delaware, its Certificate of Incorporation having been filed in
the Office of the Secretary of State of the State of Delaware on April 6, 1999;
WHEREAS, SNKT is a corporation organized and existing under the laws of
the State of Nevada;
WHEREAS, the aggregate number of shares of common stock which SNKT has
authority to issue is Fifty Million (50,000,000) shares and the aggregate number
of shares of preferred stock which SKNT has authority to issue is Five Million
($5,000,000); and
WHEREAS, the Board of Directors of each of the constituent corporations
deems it advisable that SNKT be merged into SIMEX on the terms and conditions
hereinafter set forth, in accordance with the applicable provisions of the
statutes of the States of Delaware and Nevada respectively, which permit such
merger.
NOW, THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, SIMEX and SNKT by their
respective Boards of Directors, have agreed and do hereby agree, as follows:
ARTICLE I
SURVIVING CORPORATION
SNKT and SIMEX shall be merged into a single corporation, in accordance
with applicable provisions of the laws of the State of Nevada and the State of
Delaware, by SNKT merging into SIMEX, whereby SIMEX shall be the surviving
corporation (the "Surviving Corporation"). SIMEX's name shall not be changed as
a result of the merger.
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ARTICLE II
MERGER OF CONSTITUENT CORPORATIONS
Upon the merger becoming effective as provided in the applicable laws
of the State of Nevada and of the State of Delaware (the "Effective Date of the
Merger"):
(a) The two constituent corporations shall be a single
corporation, and the separate existence of SNKT shall cease except to
the extent provided by the laws of the State of Nevada in the case of a
corporation after its merger into another corporation.
(b) The Surviving Corporation shall thereupon and thereafter
possess (i) all rights, privileges, immunities and franchises, of a
public as well as a private nature, of each of the constituent
corporations and (ii) all property, real, personal and mixed, and all
debts due of whatever account, including subscriptions to share, and
all and every other interest, of or belonging to or due to each of the
constituent corporations shall be taken and deemed to be transferred to
and vested in the Surviving Corporation without further act or deed. In
addition, the title to any real estate, or any interest therein, vested
in either constituent corporation shall not revert or be in any way
impaired by reason of the merger, and the Surviving Corporation shall
be responsible and liable for all liabilities and obligations of each
of the constituent corporations. Neither the rights of creditors nor
any liens on the property of either of the constituent corporations
shall be impaired by this merger.
(c) On the Effective Date of the merger, the board of
directors of the Surviving Corporation shall consist of the members of
the board of directors of Surviving Corporation immediately prior to
the merger, to serve thereafter in accordance with the bylaws of the
Surviving Corporation until their respective successors shall have been
duly elected and qualified in accordance with such bylaws and the laws
of the State of Delaware. In addition, on the Effective Date of the
merger, the officers of the Surviving Corporation shall be the officers
of SIMEX immediately prior to the merger, with such officers to serve
thereafter in accordance with the bylaws of the Surviving Corporation
until their respective successors shall have been duly elected and
qualified in accordance with such bylaws and the laws of the State of
Delaware.
ARTICLE III
ARTICLES OF INCORPORATION AND
BYLAWS OF SURVIVING CORPORATION
The Certificate of Incorporation of the Surviving Corporation shall not
be amended in any respect by reason of this Agreement of Merger. The bylaws of
SIMEX, on the merger becoming effective, shall be and constitute the bylaws of
the Surviving Corporation amended in the manner provided by law.
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ARTICLE IV
CONVERSION OF SHARES
The manner and basis of converting the outstanding shares of each of
the constituent corporations shall be as follows:
(a) Each share of common stock of SNKT outstanding on the
Effective Date of the merger shall, without any action on the part of
the holder thereof, be converted into one fully paid and nonassessable
share of common stock of the Surviving Corporation which shall, on such
conversion, be validly issued and outstanding, fully paid, and
nonassessable, and shall not be liable to any further call, nor shall
the holder thereof be liable for any further payments with respect
thereto. After the Effective Date of the merger, each holder of an
outstanding certificate which prior thereto represented shares of
common stock of SKNT shall be entitled, upon surrender thereof along
with the payment of Fifteen Dollars ($15.00) to SNKT's transfer agent,
Colonial Stock Transfer, 000 Xxxx 000 Xxxxx, Xxxxx 0, Xxxx Xxxx Xxxx,
Xxxx, to receive in exchange for a certificate or certificates
representing the number of whole shares of common stock of SNKT a
certificate or certificates evidencing the number of whole shares of
the Surviving Corporation. Until so surrendered, each such outstanding
certificate which represents shares of common stock of SNKT shall for
all purposes evidence the ownership of shares of the Surviving
Corporation into which such shares shall have been converted.
(b) All shares of common stock of SNKT which have been
converted into shares of common stock of the Surviving Corporation
pursuant to this Article IV shall be issued in full satisfaction of all
rights to the shares of common stock of SNKT, as applicable.
(c) If any certificate for shares of the Surviving Corporation
is to be issued in a name other than that in which the certificate
surrendered in exchange therefor is registered, it shall be a condition
of issuance thereof that (i) the certificate so surrendered shall be
properly endorsed and otherwise in proper form for transfer, (ii) the
transfer be in compliance with applicable federal and state securities
laws and (iii) the person requesting such exchange shall pay to the
Surviving Corporation or any agent designated by it any transfer or
other taxes required by reason of the issuance of a certificate for
shares of the Surviving Corporation in any name other than that of the
registered holder of the certificate surrendered, or establish to the
satisfaction of the Surviving Corporation or any agent designated by it
that such tax has been paid or is not payable.
ARTICLE V
MANNER OF ADOPTION AND VOTE
The manner of adoption and vote by which the Plan of Merger was adopted
and approved by each constituent corporation is as follows:
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(a) ACTION BY THE SIMEX:
(i) Action by Directors. By unanimous written consent dated
as of April , 1999, the Board of Directors of SIMEX authorized the
merger and approved the substance of this Agreement.
(ii) Action by Shareholders. No shareholder approval was
required pursuant to Section 252 of the Delaware Corporate Code.
(b) ACTION BY SNKT:
(i) Action by Directors. By unanimous written consent dated
as of April 19, 1999, the Board of Directors of SNKT authorized the
merger, approved the substance of this Agreement, recommended the
merger to the shareholders and directed that this Agreement be
submitted to the shareholders entitled to vote in respect thereof to be
approved by a majority vote of the shareholders of SNKT entitled to
vote.
(ii) Action by Shareholders. A majority of the total number of
shares of the issued and outstanding capital stock of SNKT by written
consent dated as of April 19, 1999 authorized the merger and approved
the substance of this Agreement.
(c) COMPLIANCE WITH LEGAL REQUIREMENTS. The manner of the adoption
of this Agreement, and the vote by which it was adopted and approved, constitute
full legal compliance with the provisions of Delaware and Nevada corporate law
and the Articles of Incorporation and Bylaws of each constituent corporation.
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IN WITNESS WHEREOF, SIMEX, a Delaware corporation and SNKT, a Nevada
corporation, pursuant to the approval and authority duly given by resolutions
adopted by their respective Boards of Directors have caused this Agreement to be
executed by an authorized officer of each party thereto.
SIMEX TECHNOLOGIES, INC.,
a Delaware corporation
By
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Xxxxx X Xxxxxxx
President
SIMEX/NK TECHNOLOGIES, INC.,
a Nevada corporation
By
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Xxxxx X Xxxxxxx
President
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SECRETARY'S CERTIFICATE
I, Xxxxxx X. Xxxxxx, Secretary of Simex/NK Technologies, Inc., a
corporation organized and existing under the laws of the State of Nevada, hereby
certify, as such Secretary of the said corporation, that the Agreement of Merger
to which this certificate is attached, after having been first duly signed on
behalf of said corporation by an authorized officer of Simex/NK Technologies,
Inc., a corporation of the State of Nevada, was duly approved by a majority of
the shareholders of Simex/NK Technologies, Inc., pursuant to a written consent
dated as of April , 1999, that 12,808,580 shares of common stock of the
corporation were on said date issued and outstanding and that the holder of
6,750,000 shares voted in favor of said Agreement of Merger, the affirmative
vote representing at least a majority of the total number of shares of the
outstanding capital stock of the corporation, and that thereby the Agreement of
Merger was duly adopted as the act of the stockholders of Simex/NK Technologies,
Inc., and the duly adopted agreement of Simex/NK Technologies, Inc.
WITNESS my hand on behalf of Simex/NK Technologies, Inc. on this
day of April, 1999.
By
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Xxxxxx X. Xxxxxx
Secretary
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