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EXHIBIT 2
Articles of Merger and Plan of Merger
ARTICLES OF MERGER
OF
BUFFALO CAPITAL VIII, LTD., a Colorado Corporation
INTO
MOMENTUM HOLDINGS CORPORATION, a Delaware Corporation
THESE ARTICLES OF MERGER (the "Articles") are made this 21st day of
June, 2000, by and between BUFFALO CAPITAL VIII, LTD., a Colorado corporation
(hereinafter referred to as the "Non-surviving Corporation") and MOMENTUM
HOLDINGS CORPORATION a Delaware corporation (hereinafter the "Surviving
Corporation"), pursuant to the respective portions of the General Corporation
Law of Delaware. The Principal Address of the Surviving Corporation is 36 West
25th Street, New York, NY 10010.
I. The Non-surviving Corporation shall merge with the Surviving Corporation and
upon the effective date of such merger, as hereinafter specified, the
Non-surviving Corporation shall cease to exist and shall no longer exercise its
powers, privileges and franchises subject to the laws of the State of Colorado,
its state of incorporation. The Surviving Corporation shall succeed to the
property and assets of and exercise all the powers, privileges and franchises of
the Non- surviving Corporation and shall assume and be liable for all of the
debts and liabilities, if any, of the Non-surviving Corporation.
II. The merger shall become effective as of June 21, 2000.
III. Immediately prior to the effective date of the merger contemplated herein,
the Non- surviving Corporation had 11,609,500 shares of its common stock issued
and outstanding.
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Immediately prior to the date of the merger contemplated herein, the Surviving
Corporation had one share of its common stock issued and outstanding.
IV. As a result of the merger, all outstanding and issued shares of the
Non-surviving Corporation's common stock shall be exchanged for the exact amount
of shares of the Surviving Corporation.
V. A copy of the Agreement and Plan of Merger is attached hereto as Exhibit A
and incorporated herein by reference as though its provisions were fully set
forth herein.
VI. The Plan of Merger was submitted to the shareholders of the Non-Surviving
Corporation and approved by a sufficient number of shareholders of the
Non-Surviving Corporation on June 21, 2000 by a total of 9,477,501 shares out of
a total of 11,609,500 shares entitled to vote thereon, with a total of 55,000
shares voting against the proposal and 7,500 shares voting to abstain. The sole
shareholder of the Surviving Corporation unanimously approved the Plan on June
21, 2000.
The undersigned respective President and Secretary of the Non-surviving
Corporation and of the Surviving Corporation each hereby acknowledges that the
execution of these Articles of Merger is the act and deed of the Corporation on
whose behalf he executes these Articles and that the facts stated herein are
true.
BUFFALO CAPITAL VIII, LTD.
a Colorado corporation
By: ///Signed/// By: ///Signed///
--------------------- -------------------
President Secretary
STATE OF New York )
) SS:
COUNTY OF Westchester )
On this 24th day of June , 2000, before me, a Notary Public, personally
appeared Mark Balsam and Anthony R. Russo who acknowledged that they are the
respective President and Secretary of BUFFALO CAPITAL VIII, LTD., and that each
has executed the above instrument
///Signed///
----------------------
NOTARY PUBLIC
My Commission Expires: STAMP
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MOMENTUM HOLDINGS CORPORATION
a Delaware corporation
By: ///Signed/// By: ///Signed///
--------------------- -------------------
President Secretary
STATE OF New York )
) SS:
COUNTY OF Westchester )
On this 24th day of June , 2000, before me, a Notary Public, personally
appeared Mark Balsam and Anthony R. Russo who acknowledged that they are the
respective President and Secretary of BUFFALO CAPITAL VIII, LTD., and that each
has executed the above instrument
///Signed///
----------------------
NOTARY PUBLIC
My Commission Expires: STAMP
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AGREEMENT AND PLAN OF MERGER
OF
BUFFALO CAPITAL VIII, LTD., a Colorado corporation
INTO
MOMENTUM HOLDINGS CORPORATION, a Delaware corporation
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made this 21st
day of June, 2000 by and between BUFFALO CAPITAL VIII, LTD., a Colorado
corporation (hereinafter referred to as the "Non-surviving Corporation") and
MOMENTUM HOLDINGS CORPORATION, a Delaware corporation (hereinafter referred to
as the "Surviving Corporation"). Hereinafter the Non-surviving Corporation and
Surviving Corporation shall be referred to as the "Corporations".
WHEREAS, the respective Corporations desire to merge;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
I. Pursuant to the General Corporation Law of Delaware, the Non-surviving
Corporation shall merge with the Surviving Corporation and upon the effective
date of such merger, the Non- surviving Corporation shall cease to exist and
shall no longer exercise its powers, privileges and franchises subject to the
laws of the State of Colorado, its state of incorporation. The Surviving
Corporation shall succeed to the property and assets of and exercise all powers,
privileges and franchises of the Non-surviving Corporation and shall assume and
be liable for all of the debts and liabilities of the Non-surviving Corporation.
II. The Non-surviving Corporation's assets and liabilities shall otherwise
become the assets and liabilities of the Surviving Corporation.
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III. The officers of the Corporations are authorized and directed to take all
appropriate and necessary action to dissolve the Non-surviving Corporation under
applicable law.
IV. This Agreement and Plan of Merger shall become effective as of June 21,
2000.
V. The state of incorporation of the Surviving Corporation after the effective
date of the merger shall be the State of Delaware.
VI. The officers and directors of the Surviving Corporation after the effective
date of the merger shall be the officers and directors of the Non-Surviving
Corporation as prior to the effective date of the merger.
VII. The Surviving Corporation' s name after the merger's effective date shall
remain the same.
VIII. The Articles of Incorporation of the Surviving Corporation shall serve as
the Articles of Incorporation for the Surviving Corporation and Non-surviving
Corporation as merged.
IX. The authorized capital shares of the Surviving Corporation, whether issued
or unissued on the effective date of the merger, shall remain the same and not
be converted into a different number or class of shares as a result of the
merger.
X. Immediately prior to the effective date of the merger contemplated herein,
the Non- surviving Corporation had 11,609,500 shares of its common stock issued
and outstanding. Immediately prior to the date of the merger contemplated
herein, the Surviving Corporation had one share of its common stock issued and
outstanding.
XI. As a result of the merger, all outstanding and issued shares of the
Non-surviving
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Corporation's common stock shall be exchanged for all of the outstanding and
issued shares of the Surviving Corporation. The Non-surviving Corporation's
shares will then be canceled.
XII. The Non-surviving and Surviving Corporation shall take, or cause to be
taken, all actions necessary, proper or advisable under the laws of the State of
Delaware to consummate and make effective the merger.
XIII. It is intended that the transaction described herein qualifies as a change
of domicile within the definition of Section 368 of the Internal Revenue Code of
1986, as amended.
The undersigned President and Secretary of each of the parties hereto
hereby acknowledge that the execution of this Agreement is the act and deed of
the Corporation on whose behalf each executes this Agreement, and that the facts
stated herein are true.
BUFFALO CAPITAL VIII, LTD.
a Colorado corporation
By: ///Signed/// By: ///Signed///
--------------------- -------------------
President Secretary
MOMENTUM HOLDINGS CORPORATION
a Delaware corporation
By: ///Signed/// By: ///Signed///
--------------------- -------------------
President Secretary
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