EXHIBIT 3.1
CERTIFICATE OF MERGER
OF
CONSERVATION ANGLERS MANUFACTURING, INC.
INTO
FIRST PHILADELPHIA CAPITAL CORP.
FIRST PHILADELPHIA CAPITAL CORP., a Delaware corporation,
hereby certifies that:
FIRST: The name and state of incorporation of each of the
constituent corporations to the merger are: (1) Conservation Anglers
Manufacturing, Inc., a Florida corporation ("CAM"), and (2) First
Philadelphia Capital Corp., a Delaware corporation ("FPC").
SECOND: A stock exchange agreement or plan of merger (the
"Agreement and Plan of Merger") providing for the merger of CAM into
FPC, with FPC as the surviving corporation (sometimes referred to
herein as the "Surviving Corporation"), has been duly approved,
adopted, certified, executed and acknowledged in accordance with
Section 252(c) of the Delaware General Corporation Law.
THIRD: The Surviving Corporation is FPC, the full name of
which is First Philadelphia Capital Corp. Upon consummation of the
merger, the name of the Surviving Corporation shall be changed to
Conservation Anglers Mfg., Inc.
FOURTH: The Certificate of Incorporation of FPC shall be the
Certificate of Incorporation of the Surviving Corporation.
FIFTH: The Agreement and Plan of Merger as executed is on
file at the principal place of business of the Surviving Corporation
at:
1422 Chestnut Street
Suite 410, 4th floor
Philadelphia, PA 19102-2510
SIXTH: A copy of the Agreement and Plan of Merger will be
furnished by the Surviving Corporation, on request and without cost,
to any stockholder of each of the constituent corporations.
SEVENTH: The authorized capital stock of CAM prior to the
merger consisted of 1000 shares of the common stock, par value $1.00
per share.
EIGHTH: This Certificate of Merger shall be effective
immediately upon its filing with the Secretary of State of the State
of Delaware.
IN WITNESS WHEREOF, FPC has caused this Certificate to be
executed in its corporate name by its President and attested to by
its Secretary on the 30th day of October, 2000.
FIRST PHILADELPHIA CAPITAL CORP.
By: /s/ Michael Tay
---------------------------
Michael Tay
Title: President
ATTEST:
By: /s/ Michael Tay
---------------------------
Michael Tay
Title: Secretary
