ARTICLES OF MERGER
OF
GENUS INTERNATIONAL CORPORATION
(A Delaware corporation)
and
PHILLIPS 44, INC.
(A Wyoming corporation)
The Undersigned, being President of Phillips 44, Inc., a Wyoming
corporation, and the President of Genus International Corporation, a Delaware
corporation (collectively "the constituent entities"), hereby certify as
follows:
1. Pursuant to Wyoming Statutes, a Plan of Merger has been approved
by the board of directors of Genus International Corporation, a
Delaware corporation, and Phillips 44, Inc., a Wyoming
corporation.
2. The approval of shareholders of the Constituent Entities of Genus
International Corporation and Phillips 44, Inc. is not required
under Wyoming Statute 17-16- 1104, because Genus International
Corporation owns 100% of the issued and outstanding stock of
Phillips 44, Inc.
3. Pursuant to Wyoming Statutes, Genus International Corporation, a
Delaware corporation, the parent corporation, and owner of 100%
of the issued and outstanding shares of Phillips 44, Inc., a
Wyoming corporation, its subsidiary, has adopted a Resolution to
merge the parent, Genus International Corporation, into the
subsidiary, Phillips 44, Inc.
4. No Notice is necessary to be mailed to all shareholders of
Phillips 44, Inc. or Genus International Corporation because
Phillips 44, Inc. is a wholly owned subsidiary of Genus
International Corporation.
5. The complete and executed Plan of Merger is on file at the
Registered Offices of the corporation at 1237 South Val Vista
Drive, Mesa, Arizona and is attached hereto as Exhibit A.
6. The name of Phillips 44, Inc., a Wyoming corporation shall be
changed to Genus International, Inc.
Effective upon filing with the Secretary of State of Wyoming.
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Genus International Corporation Phillips 44, Inc.
a Delaware corporation a Wyoming corporation
By:/s/William A. Young, Sr. By:/s/William A. Young, Sr.
William A. Young, Sr., President/Secy William A. Young, Sr., President/Secy
(Printed Name) (Printed Name)
State of Arizona )
)ss.
County of Maricopa )
On this 12th day of June, 2000, before me, a Notary Public, personally
appeared William A. Young, Sr., President of Genus International Corporation
and executed on this date the foregoing instrument for the purposes therein
contained, by signing on behalf of the above named corporation as a duly
authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/Josiah M. Sirrine
------------------------------
Notary Public
Residing at: Mesa, AZ
SEAL
My Commission Expires:
Oct. 27, 2000
------------------------
<PAGE>
Genus International Corporation Phillips 44, Inc.
a Delaware corporation a Wyoming corporation
By:/s/William A. Young, Sr. By:/s/William A. Young, Sr.
William A. Young, Sr., President/Secy William A. Young, Sr., President/Secy
(Printed Name) (Printed Name)
State of Arizona )
)ss.
County of Maricopa )
On this 12th day of June, 2000, before me, a Notary Public, personally
appeared William A. Young, Sr., President of Phillips 44, Inc. and executed on
this date the foregoing instrument for the purposes therein contained, by
signing on behalf of the above named corporation as a duly authorized director
and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/Josiah M. Sirrine
------------------------------
Notary Public
Residing at: Mesa, AZ
SEAL
My Commission Expires:
Oct. 27, 2000
------------------------
<PAGE>
EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of June 1, 2000, is
among Genus International Corporation, a Delaware corporation, and Phillips 44,
Inc., a Wyoming corporation (collectively "Constituent Corporations").
WHEREAS, Genus International Corporation, the parent corporation, as owner
of 100% of the issued and outstanding capital (common) stock of Phillips 44,
Inc., a Wyoming Corporation, and Phillips 44, Inc., as the subsidiary, have
agreed by written consent to the merger of Genus International Corporation with
and into Phillips 44, Inc.; and
WHEREAS, the respective Boards of Directors of the Constituent Companies
have each approved the merger of Genus International Corporation into Phillips
44, Inc. in accordance with the Wyoming Statutes; and
WHEREAS, this Plan of Merger shall be filed with Articles of Merger with
the Secretary of State of Wyoming in order to consummate the merger of Genus
International Corporation with and into Phillips 44, Inc.; and
WHEREAS, the Constituent Companies have agreed to execute and file this
Plan of Merger as provided under the Wyoming Statutes.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Parent and the Company hereby agree as follows:
1. THE MERGER. At the Effective Time, in accordance with this Plan of
Merger, and the Wyoming Statutes, Genus International Corporation
shall be merged (such merger being herein referred to as the "Merger")
with and into Phillips 44, Inc., the separate existence of Genus
International Corporation shall cease, and Phillips 44, Inc. shall
continue as the surviving corporation. Phillips 44, Inc. hereinafter
sometimes is referred to as the "Surviving Corporation."
2. EFFECT OF THE MERGER. When the Merger has been effected, the Surviving
Corporation shall retain the name "Genus International Corporation,"
and the Articles of Incorporation in Wyoming shall be amended to
reflect such name change. The Surviving Corporation shall thereupon
and thereafter possess all the rights, privileges, powers and
franchises of a public as well as of a private nature, and be subject
to all the restrictions, disabilities and duties of each of the
Corporations; and all and singular, the rights, privileges, powers and
franchises of each of the Constituent Corporations and all property,
real, personal and mixed, and all debts due to either of the
Corporations on whatever account, as well for stock subscriptions as
all other things in action or belonging to each of such
<PAGE>
corporations shall be vested in the Surviving Corporation; and
all property, rights, privileges, powers and franchises, and all and
every other interest shall be thereafter as effectually the property
of the Surviving Corporation as they were of the Constituent
Corporations, and the title to any real estate vested by deed or
otherwise, in any of such Constituent Corporations, shall not revert
or be in any way impaired by reason of the Merger; but all rights of
creditors and all liens upon any property of any of said Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities
and duties of the respective Constituent Corporations shall
thenceforth attach to the Surviving Corporation, and may be enforced
against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it.
3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger
to be consummated by filing with the Secretary of State of Wyoming and
Delaware, Articles of Merger and this Plan of Merger in such form as
required by, and executed in accordance with, the relevant provisions
of the Wyoming Statutes and Delaware General Corporation Law (the time
of such filing being the "Effective Time" and the date of such filing
being the "Effective Date".)
4. ARTICLES OF INCORPORATION: BYLAWS: DIRECTORS AND OFFICERS. The
Articles of Incorporation and Bylaws of the Surviving Corporation
shall be identical with the Articles of Incorporation and Bylaws of
Phillips 44, Inc. as in effect immediately prior to the Effective Time
until thereafter amended as provided herein and under Wyoming
Statutes.
5. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the
Merger and without any action on the part of either Constituent
Company or the holder of any of the shares (the "Shares") of common
stock, (the "Common Stock") of Genus International Corporation:
a. Each Share of Genus International Corporation issued and
outstanding immediately prior to the Effective Time shall convert
to one share of issued and outstanding common stock of Phillips
44, Inc., with identical rights and privileges as such shares may
have had under Delaware law.
b. Each Share which is held in the treasury of the either company or
which is owned by any direct or indirect subsidiary of the either
company shall be canceled and retired, and no payment shall be
made with respect thereto.
c. Each outstanding or authorized subscription, option, warrant,
call, right (including any preemptive right), commitment, or
other agreement of any character whatsoever which obligates or
may
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obligate the Parent to issue or sell any additional shares of its
capital stock or any securities convertible into or evidencing
the right to subscribe for any shares of its capital stock or
securities convertible into or exchangeable for such shares, if
any, shall remain unchanged and is specifically assumed by the
surviving corporation.
d. No Fractional Shares and no certificates or scrip representing
such fractional Merger Shares, shall be issued.
6. Taking of Necessary Action: Further Action. Each of Parent, and the
Company shall use all reasonable efforts to take all such actions as
may be necessary or appropriate in order to effectuate the Merger
under Wyoming Statutes or Delaware General Corporation Law or federal
law as promptly as possible. If, at any time after the Effective Time,
any further action is necessary or desirable to carry out the purposes
of the Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights,
privileges, powers and franchises of either of the Constituent
Corporations, the officers and directors of the Surviving Corporation
are fully authorized in the name of their corporation or otherwise to
take, and shall take, all such lawful and necessary action.
<PAGE>
IN WITNESS WHEREOF, Genus International Corporation and Phillips 44,
Inc. have caused this Plan of Merger to be executed as of the date first above
written.
Genus International Corporation
(a Delaware Corporation)
By:/s/William A. Young, Sr.
President
Phillips 44, Inc.
(a Wyoming corporation)
By:William A. Young, Sr.
President
