ARTICLES OF MERGER
OF
CONVERGIT, INC.,
a Florida Corporation
INTO
CABLE TECH, INC.,
a California Corporation
Pursuant to Section 607.1105 of the Florida Business Corporation Act,
the undersigned corporations adopt the following Articles of Merger:
FIRST: The plan of merger is as follows:
1. Merger. CONVERGIT, INC., a Florida corporation, bearing document
number P98000102956 ("CONVERGIT") shall be merged with and into CABLE TECH,
INC., a California corporation ("CABLE"). CONVERGIT and CABLE are collectively
referred to herein as the "Constituent Corporations". CABLE shall be the
surviving corporation (the "Surviving Corporation") effective upon the date when
these Articles of Merger are filed with the Secretary of State of the State of
Florida (the "Effective Date").
2. Articles of Incorporation. The Articles of Incorporation of the
Surviving Corporation following the Effective Date, unless and until the same
shall be amended or repealed in accordance with the provisions thereof, which
power to amend or repeal is hereby expressly reserved, and all rights or powers
of whatsoever nature conferred in such Articles of Incorporation of the
Surviving Corporation, shall constitute the Articles of Incorporation of the
Surviving Corporation separate and apart from these Articles of Merger.
3. Succession. On the Effective Date, CABLE shall continue its
corporate existence under the laws of the State of California, and the separate
existence and corporate organization of CONVERGIT^ shall be terminated and
cease.
4. Transfer of Assets and Liabilities. On the Effective Date, the
rights, privileges, powers and franchises, both of a public as well as of a
private nature, of each of the Constituent Corporations shall be vested in and
possessed by the Surviving Corporation, subject to all of the disabilities,
duties and restrictions of or upon each of the Constituent Corporations; and all
and singular rights, privileges, powers and franchises of each of the
Constituent Corporations; and all property, real, personal and mixed, of each of
the Constituent Corporations, and all debts due to
Brian A. Pearlman, Esq., FL Bar #0157023
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, FL 33301
(954) 763-1200
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each of the Constituent Corporations on whatever account, and all things in
action or belonging to each of the Constituent Corporations shall be transferred
to and vested in the Surviving Corporation; and all property, rights,
privileges, powers and franchises, and all and every other interest, shall be
thereafter 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 either of the Constituent Corporations shall not revert or be in
any way impaired by reason of the Merger; provided, however, that the
liabilities of the Constituent Corporations and of their shareholders, directors
and officers shall not be affected and all rights of creditors and all liens
upon any property of either of the Constituent Corporations shall be preserved
unimpaired, and any claim existing or action or proceeding pending by or against
either of the Constituent Corporations may be prosecuted to judgment as if the
Merger had not taken place except as they may be modified with the consent of
such creditors, and all debts, liabilities and duties of or upon each of the
Constituent Corporations shall attach to the Surviving Corporation, and may be
enforced against it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.
5. Conversion of Shares. On the Effective Date, by virtue of the Merger
and without any further action on the part of the Constituent Corporations or
their shareholders, (i) each share of CONVERGIT issued and outstanding
immediately prior to the Effective Date shall be converted into one (1) share of
common stock, par value $.001 per share of the Surviving Corporation and (ii)
the outstanding shares of CABLE issued and outstanding immediately prior to the
Effective Date shall be converted into an aggregate of 865,067 shares of Series
B Convertible Preferred Stock, par value $.001 per share, of WorldCast
Interactive, Inc, the parent of CONVERGIT.
6. Directors. The Directors of CABLE shall resign upon the Effective
Date of this merger and the Directors of CONVERGIT shall serve as the only
Directors of the Surviving Corporation until their successors shall have been
elected or appointed.
SECOND: The Effective Date of the merger is _____________, 2000.
THIRD: The plan of merger was adopted by the shareholders and directors of CABLE
on ________________, 2000, and was adopted by the shareholders and directors of
CONVERGIT on _________________, 2000.
Signed , 2000.
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CONVERGIT, INC., CABLE TECH, INC.,
a Florida corporation a California corporation
By: By:
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Name: Name:
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Its: Its:
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