CERTIFICATE OF MERGER
OF
RPM TECHNOLOGIES, INC.
INTO
MANN ENTERPRISE, INC.
The undersigned corporation, pursuant to Section 252 of the General Corporation
Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF
INCORPORATION
Mann Enterprise, Inc. Delaware
RPM Technologies, Inc. Colorado
SECOND: That an Agreement of Merger between the arties to the merger has
been approved, adopted, certified, xecuted and acknowledged by each of the
constituent orporations in accordance with the requirements of subsection c) of
Section 252 of the General Corporation Law of the State f Delaware.
THIRD: The name of the surviving corporation of the merger is Mann
Enterprise, Inc. which shall herewith be changed to RPM Technologies, Inc., a
Delaware corporation.
FOURTH: That the amendments or changes in the Certificate of Incorporation
of Mann Enterprise, Inc., a Delaware corporation, which is the surviving
corporation, that are to be effected by the merger are as follows:
"FIRST: The name of this corporation Mann Enterprise, Inc."
is changed to;
"FIRST: The name of this corporation RPM Technologies, Inc."
<PAGE>
FIFTH: That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation. The address of said principal
place of business is Two Mid America Plaza, 8'h Floor, Oakbrook Terrace,
Illinois 60181.
SIXTH: That a copy of the Agreement of Merger will be furnished on request
and without cost to any stockholder of any constituent corporation.
SEVENTH: That the authorized capital stock of the merged corporation, RPM
Technologies, Inc., a Colorado corporation, is Twenty Million (20,000,000)
shares with a par value of one mil ($0.001) per share.
EIGHTH: This Certificate of Merger shall be effective upon filing.
Dated: March 17, 2000
MANN ENTERPRISE, INC.
By: /s/ Nick Mihael
-------------------
Mr. Nick Mihael
President
<PAGE>
State of Delaware
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER,
WHICH MERGES:
"RPM TECHNOLOGIES, INC.", A COLORADO CORPORATION,
WITH AND INTO "MANN ENTERPRISE INC." UNDER THE NAME OF "RPM TECHNOLOGIES,
INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF
DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SEVENTEENTH DAY OF APRIL,
A.D. 2000, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
By: /s/ Edward J. Freel
-----------------------
Edward J. Freel, Secretary of State
2611798 8100M 0385897
AUTHENTICATION:
001195024 DATE: 04-17-00
(SEAL OF SECRETARY OF STATE OMITTED)
<PAGE>
AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated this 17th day of March, 2000, pursuant to Section 252
of the General Corporation Law of the State of Delaware between Mann Enterprise,
Inc., a Delaware corporation and RPM Technologies, Inc., a Colorado corporation.
W I T N E S S E T H:
WHEREAS, all of the constituent corporations desire to merge into a
single corporation; and
WHEREAS, said Mann Enterprise, Inc. had its certificate of
incorporation filed in the office of the Secretary of State of Delaware on April
10, 1996 and has an authorized capital stock of 20,000,000 shares of Common
stock with par value of One Mil ($.001) per share, of which Three Million Six
Hundred Eighty-Three Thousand Four Hundred and Sixty-One shares (3,683,461) of
such Common stock are now issued and outstanding, amounting in the aggregate to
Three Thousand Six Hundred Eighty-Three and Forty-Six cents (US$3,683.46), and
such shares shall remain issued and outstanding; and
WHEREAS, said RPM Technologies, Inc., a corporation organized under the
laws of the State of Colorado, had its certificate of incorporation filed in the
office of the Secretary of State of Colorado on December 18, 1997 and has an
authorized capital stock consisting of Twenty Million (20,000,000) shares of
Common stock with par value of One Mil ($.001) per share, of which Eleven
Million (11,000,000) shares of such Common stock are now issued and outstanding;
and
WHEREAS, the registered office of Mann Enterprise, Inc. in the State of
Delaware is located at 201 N. Walnut Street, in the City of Wilmington, County
of New Castle, 19801 and the name of its registered agent at such address is The
Company Corporation; and
WHEREAS, the registered office of RPM Technologies, Inc. in the state
of Colorado is located at and the name and address of its registered agent is
William Stromer located at 16729 East Layton, Aurora, CO 80015.
NOW THEREFORE, the corporations, parties to this Agreement in
consideration of the mutual covenants, agreements and provisions hereinafter
contained do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:
<PAGE>
FIRST: Mann Enterprise, Inc. hereby merges RPM Technologies, Inc. into
itself; and said RPM Technologies, Inc. shall be and hereby is merged into Mann
Enterprise, Inc., which shall be the surviving corporation.
SECOND: The facts required to be set forth in the original certificate`
of incorporation of Mann Enterprise, Inc., a corporation incorporated under the
laws of the State of Delaware, which can be stated in the case of the merger
provided for in this Agreement, are as follows:
1. The name of the surviving corporation is to be changed to RPM
Technologies, Inc.
2. The total number of shares of stock which the corporation shall have
authority to issue is Twenty Million (20,000,000) of Common shares of
the par value of $.001 each, amounting in the aggregate to Twenty
Thousand Dollars (US$20,000.00).
THIRD: The manner of converting the outstanding shares of the capital
stock of each of the constituent corporations into the shares or other
securities of the surviving corporation shall be as follows:
(a) Each share of Common stock of the surviving corporation, which
shall be issued and outstanding on the effective date of this Agreement
of Merger, shall remain issued and outstanding.
(b) Each One (1) share of Common stock of the merged corporation which
shall be issued and outstanding on the effective date of this Agreement
of Merger, and all rights in respect thereof shall forthwith be changed
and converted into One (1) share of Common stock of the surviving
corporation.
(c) After the effective date of this Merger, each holder of an
outstanding certificate representing shares of Common stock of the
merged corporation shall surrender the same to the surviving
corporation, and each such holder shall be entitled upon such surrender
to receive the number of shares of Common stock of the surviving
corporation on the basis provided herein. Until so surrendered, the
outstanding shares of the stock of the merged corporation to be
converted into the stock of the surviving corporation, as provided
herein, may be treated by the surviving corporation for all corporate
purposes as evidencing the ownership of shares of the surviving
corporation as though said surrender and exchange has taken place. Of
the authorized 20,000,000 shares, 11,000,000 are issued and
outstanding.
<PAGE>
FOURTH: The terms and conditions of the Merger are as follows:
a) The By-Laws of the merged corporation as they shall exist on the
effective date of this Merger shall become the ByLaws of the surviving
corporation as of the date of this Agreement, until the same shall be
altered, amended and repealed as therein provided.
b) The following directors and officers of the merged corporation shall
hereby be elected as directors and officers of the surviving
corporation, until their successors shall have been elected and
qualified:
Directors (3):
--------------
Randy Zych
Charles Foerg
James Tokoly
Officers (3): Office Held:
------------- ------------
Charles Foerg President
James Tokoly Vice-President, Marketing
Charles Fritsch Vice-President, Sales
c) This Merger shall become effective upon filing with the Secretary of
State of Delaware. However, for all accounting purposes the effective
date of the Merger shall be as of the close of business on March 31,
2000.
d) Upon the Merger becoming effective, all the property, rights,
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 developed 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
<PAGE>
herein provided for and otherwise to carry out the intent and purposes
hereof 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.
e) The surviving corporation hereby (i) agrees that it may be served
with process in the State of Delaware in any proceeding for the
enforcement of any obligation of the merged corporation and in any
proceeding for the enforcement of the rights of a dissenting
shareholder of the merged corporation; (ii) irrevocably appoints the
Secretary of State of Delaware as its agent to accept service of
process in any such proceeding; and (iii) agrees that it will promptly
pay to dissenting shareholders of the merged corporation the amount, if
any, to which they shall be entitled pursuant to the laws of the State
of Delaware.
FIFTH: Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the Board of Directors of any
constituent corporation at any time prior to the date of filing the Certificate
of Merger with the Secretary of State of Delaware.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
boards of directors have caused these presents to be executed by the President
and attested by the Secretary of each party hereto.
RPM TECHNOLOGIES, MANN ENTERPRISE,
INC. INC.
By: /s/ Charles Foerg By: /s/ Nick Mihael
--------------------- -------------------
Charles Foerg Nick Mihael
President President
Date: March 27, 2000 Date: 3-27-00
-------------------- -------------
ATTEST: ATTEST:
By: /s/ Randy Zych By: /s/ Louise Ulm
------------------ ------------------
Randy Zych Louise Ulm
