EXHIBIT 3.9
ARTICLES OF MERGER
OF
SAKER ONE CORPORATION,
a Utah corporation
and
SAKER ONE CORPORATION,
a Nevada corporation
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ARTICLES OF MERGER
OF
SAKER ONE CORPORATION
(A Utah Corporation)
INTO
SAKER ONE CORPORATION
(A Nevada Corporation)
Filed in the Office of the
Secretary of State of the
State of Nevada
Jan 05 1999
No.: C30645-98
Dean Heller, Secretary of State
The Undersigned, being sole Director of Saker One Corporation, a Utah
corporation, and the sole officer and director of Saker One Corporation, a
Nevada corporation, hereby certify as follows:
1. A merger for the purpose of changing domicile has been approved by
the board of directors of Saker One Corporation, a Utah corporation, and Saker
One Corporation, a Nevada corporation.
2. Shareholders owning 5,100,000 of the shares of common stock of Saker
One Corporation, a Utah corporation, which number of shares is a majority of the
approximately 8,223,373 shares outstanding, voted in favor of such merger on
December 14, 1998. The sole shareholder of Saker One Corporation, a Nevada
corporation, voted for such plan of merger on December 31, 1998.
3. A Notice, including a summary of the merger, was mailed to all
shareholders of the Utah Corporation on or about November 30, 1998.
4. Sheridan Industries, Inc., a Nevada corporation, hereby agrees
that it will promptly pay to the dissenting shareholders, if any, of
Sheridan Industries, Inc., a Utah corporation, the amount, if any, to which they
shall be entitled under the provisions of the Utah Corporation Statutes
with respect to the rights of dissenting shareholders.
EFFECTIVE THE 31ST day of December, 1998
Saker One Corporation Saker One Corporation
A Utah corporation A Nevada corporation
BY:/S/ROBERT KROPF BY:/S/ROBERT KROPF
Robert Kropf, President/Secretary Robert Kropf, President/Secretary
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State of Utah )
)ss.
County of Salt Lake City )
ON THIS 4TH day of January, 1999, before me, a Notary Public,
personally appeared Robert Kropf, and executed on this date the foregoing
instrument for the purposes therein contained, by signing on behalf of the above
named corporations as a duly authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/JENNIFER L. CLARK
Notary Public
Residing at: Salt Lake
My Commission Expires:
7-1-02
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NOTICE OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
SAKER ONE CORPORATION
The Board of Directors of Saker One Corporation, a Utah corporation
("the Company"), hereby give notice that a special meeting of the shareholders
of record, as of December 1, 1998, is called and will be held on December 14,
1998, at 8:00 a.m. at 4505 South Wasatch Blvd., Suite 21, Salt Lake City, Utah.
The purpose of the meeting is to authorize the Board of Directors to
effect a 120 to 1 reverse split of the Company's common stock, authorize a
change of the Company's domicile from Utah to Nevada, and any other matters,
which come before the shareholders.
PLAN OF MERGER: The Company will form a Nevada subsidiary to effectuate
a change of corporate domicile. Following the reverse split, the shareholders
shall receive one share of the Nevada Corporation for each share of the Company.
Any shareholders, who will be voting through a proxy, must have the
person representing them at the meeting present a copy of a signed and dated
proxy statement when they arrive at the meeting.
Your proxy is not being solicited by the Board of Directors.
DATED THIS 30TH day of November, 1998.
By Order Of:
The Board of Directors
