ARTICLES OF MERGER
------------------
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporations adopt the following Articles of Merger:
FIRST: Annexed hereto and made a part hereof is the Agreement and Plan of
Merger regarding the merger of Progressive Mailer Corp., a Florida profit
corporation, with and into New Millennium Media International, Inc., a Colorado
profit corporation (collectively, the "Constituent Corporations"). New
Millennium Media International, Inc. shall be the surviving corporation
subsequent to the merger.
SECOND: The shareholders of Progressive Media Corp. were required to vote
for approval of the Agreement and Plan of Merger and the number of shares cast
for the Agreement and Plan of Merger by each voting group entitled to vote
separately on the merger was sufficient for approval by that voting group. In
that there are no shares outstanding of New Millennium Media International,
Inc., shareholder approval of the Agreement and Plan of Merger was not required.
THIRD: The merger shall become effective upon the close of business on
April 30, 1998.
IN WITNESS WHEREOF, the undersigned Constituent Corporations, through their
respective Presidents, duly executes the above and foregoing Articles of Merger
as of this 28th day of April, 1998.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(a Colorado corporation)
By: /s/ Troy H. Lowrie
------------------------------------
Troy H. Lowrie, President
PROGRESSIVE MAILER CORP.
(a Florida corporation)
By: /s/ Troy H. Lowrie
------------------------------------
Troy H. Lowrie, President
<PAGE>
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER made April 27, 1998 between New Millennium
Media International, Inc. ("New. Millennium"), a corporation organized and
existing under the laws of the State of Colorado, and Progressive Mailer Corp.
("Progressive"), a corporation organized and existing under the laws of the
State of Florida, being sometimes referred to herein as the "Constituent
Corporations."
WHEREAS, Progressive's business operations are conducted from its principal
office which is located in Denver, Colorado and, consequently, the Board of
Directors of Progressive deems it advisable for the general welfare of
Progressive and its shareholders that it change its state of domicile from
Florida to Colorado; and
WHEREAS, New Millennium is a Colorado corporation which was recently formed
to consummate a merger of Progressive into New Millennium to effect the change
in domicile of Progressive from Florida to Colorado;
NOW, THEREFORE, the Constituent Corporations agree that Progressive shall
be merged with and into New Millennium as the surviving corporation in
accordance with the applicable laws of Florida and Colorado, that the name of
the surviving corporation shall continue to be New Millennium Media
International, Inc. (which in its capacity as surviving corporation is
hereinafter called the "Surviving Corporation"), and that the terms and
conditions of the merger and the mode of carrying it into effect shall be as
follows:
Section 1. Effective Date
-------------------------
This merger provided for in this Agreement shall become effective upon
execution and filing of Articles of Merger as provided by the laws of the States
of Florida and Colorado with the Secretaries of State of the States of Florida
and Colorado. However, for all accounting purposes the effective day of the
merger shall be as of the close of business on April 30, 1998 (the "Effective
Date").
Section 2. Governing Law
------------------------
The Surviving Corporation shall be governed by the laws of the State of
Colorado.
Section 3. Articles of Incorporation
------------------------------------
The Articles of Incorporation of New Millennium shall be the Articles of
Incorporation of the Surviving Corporation from and after the Effective Date,
subject to the right of the Surviving Corporation to amend its Articles of
Incorporation in accordance with the laws of the State of Colorado.
<PAGE>
Section 4. Manner Converting Shares
-----------------------------------
4.1 Conversion. The mode of carrying the merger into effect and the manner
and basis of converting the shares of Progressive into shares of the Surviving
Corporation are as follows:
(1) Each share of Common Stock, $.001 par value per share, of
Progressive ("Progressive Common Stock") which is issued and outstanding on the
Effective Date (other than shares owned by shareholders who have objected to the
merger and demanded purchase of their shares in accordance with the provisions
of Section 607.1320 of the Florida Business Corporation Act and with respect to
which such demands shall not have been withdrawn with the consent of Progressive
and New Millennium ("Dissenting Shares") shall, by virtue of the merger and
without any action on the part of the holder thereof, be converted into one
share of Common Stock, $.001 par value, of New Millennium ("New Millennium
Common Stock").
(2) Each share of Progressive Common Stock which is issued and
outstanding and owned by Progressive on the Effective Date shall, by virtue of
the merger and without any action on the part of Progressive, be retired and
cancelled.
(3) As of the date of this agreement, there are no shares of New
Millennium Common Stock issued and outstanding or held by New Millennium in its
treasury.
4.2 Exchange of Certificates As promptly as practicable after the Effective
Date, each holder of an outstanding certificate or certificates theretofore
representing shares of Progressive Common Stock (other than certificates
representing Dissenting Shares) shall surrender the same to Interwest Transfer,
Inc., Salt Lake City, Utah ("Exchange Agent"), and shall receive in exchange a
certificate or certificates representing the number of full shares of New
Millennium Common Stock into which the shares of Progressive Common Stock
represented by the certificate or certificates so surrendered shall have been
converted.
4.3 Fractional Shares. Fractional shares of New Millennium Common Stock
shall not be issued.
4.4 Unexchanged Certificates Until surrendered, each outstanding
Certificate which, prior to the Effective Date, represented Progressive Common
Stock (other than certificates representing Dissenting Shares) shall be deemed
for all purposes, other than the payment of dividends or other distributions, to
evidence ownership of the whole number of shares of New Millennium Common Stock
into which it was converted, and no dividend or other distribution payable to
holders of New Millennium Common Stock as of any date subsequent to the
Effective Date shall be paid to the holders of outstanding certificates. There
shall be paid to the record holders of the certificates issued in exchange
therefor the amount, without interest thereon, of dividends and other
distributions which would have been payable with respect to the shares of New
Millennium Common Stock represented thereby.
2
<PAGE>
Section 5. Terms And Conditions Of Merger
-----------------------------------------
The terms and conditions of the merger are as follows:
5.1 Bylaws. The Bylaws of New Millennium as they shall exist on the
Effective Date shall be and remain the bylaws of the Surviving Corporation until
the same shall be altered, amended and repealed as therein provided.
5.2 Directors and Officers. The directors and officers of the Surviving
Corporation shall continue in office until the next annual meeting of
shareholders and until their successors shall have been elected and qualified.
5.3 Effect of Merger. On the Effective Date, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of Progressive shall be transferred to,
vested in and devolve on the Surviving Corporation without further act or deed,
and all property, rights, and every other interest of the Surviving Corporation
and Progressive shall be as effectively the property of the Surviving
Corporation as they were of the Surviving Corporation and Progressive,
respectively. Progressive 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 Progressive
acquired or to be acquired by reason of or as a result of the merger herein
provided for and otherwise to carry out the intent and purposes hereof and the
proper officers and directors of Progressive and the proper officers and
directors of the Surviving Corporation are fully authorized in the name of
Progressive or otherwise to take any and all such action.
5.4 Continuation of Obligations. All corporate acts, plans, policies,
contracts, approvals and authorizations of Progressive, its shareholders, board
of directors, committees elected or appointed by the board of directors,
officers and agents, which were valid and effective immediately prior to the
Effective Date shall be taken for all purposes as the acts, plans, policies,
contracts, approvals and authorizations of the Surviving Corporation and shall
be as effective and binding thereon as the same were with respect to
Progressive. The employees of Progressive shall become the employees of the
Surviving Corporation and continue to be entitled to the same rights and
benefits that they enjoyed as employees of Progressive. Any employee plan or
agreement of Progressive shall be adopted, effective and binding on the
Surviving Corporation as the same were with respect to Progressive.
5.5 Designation of Agent for Service of Process. The Surviving Corporation
hereby (1) agrees that it may be served with process in the State of Florida in
any proceeding for the enforcement of any obligation of Progressive and in any
proceeding for the enforcement of the rights of a dissenting shareholder of
Progressive; (2) irrevocably appoints the Secretary of State of the State of
Florida as its agent to accept service or process in any such proceedings; and
(3) agrees that
3
<PAGE>
it will promptly pay to dissenting shareholders of Progressive the amount, if
any, to which they shall be entitled pursuant to the laws of the State of
Florida.
Section 6. Termination Or Abandonment
-------------------------------------
Anything in this Agreement or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the board of directors of
either Constituent Corporation at any time prior to the date of filing Articles
of Merger with the Secretaries of State of Florida and Colorado.
Section 7. General Provisions
-----------------------------
7.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
7.2 Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.3 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day year first above written.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.,
a Colorado corporation
By /s/ Troy H. Lowrie
-----------------------------------------
Troy H. Lowrie, President
PROGRESSIVE MAILER CORP., a Florida corporation
By /s/ Troy H. Lowrie
-----------------------------------------
Troy H. Lowrie, President
4
<PAGE>
CT CORPORATION SYSTEM
660 East Jefferson Street
Tallahassee, FL 32301
Tel. 850 222 1092
Fax 850 222 7615
5-1-98
Ms. Kathy Waterman
Brenman Bromberg & Tenebaum PC
Mellon Financial Center
1775 Sherman Street, Suite 1001
Denver, CO 80203-4314
RE: Progressive Mailer Corp.
merging into:
New Millennium Media International, Inc.
Order #: 1255521
Dear Ms. Waterman:
As instructed, we enclose the following document(s), as issued by the State of
Florida:
Evidence of Merger filed on 4/30/98
If you have any questions concerning this order, please contact Mary Janiszewski
in our Denver office. Thank you for this opportunity to be of service.
Very truly yours,
CT-Tallahassee
Enclosure(s)
Via: Federal Expess/Fax
/ms
Kathy Waterman
303-830-8890
A CCH LEGAL INFORMATION SERVICES COMPANY
<PAGE>
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
May 1, 1998
C T CORPORATION SYSTEM
TALLAHASSEE, FL
The Articles of Merger were filed on April 30, 1998, for NEW MILLENNIUM MEDIA
INTERNATIONAL, INC., the surviving corporation not authorized to transact
business in Florida.
Should you have any further questions regarding this matter, please feel free to
call (850) 487-6050, the Amendment Filing Section.
Cheryl Coulliette
Document Specialist
Division of Corporations Letter Number: 998A00023972
Division of Corporations - P.O. Box 6327 - Tallahassee, Florida 32314
<PAGE>
ARTICLES OF MERGER
------------------
Pursuant to the provisions of the Florida Business Corporation Act, the
undersigned corporations adopt the following Articles of Merger:
FIRST: Annexed hereto and made a part hereof is the Agreement and Plan of
Merger regarding the merger of Progressive Mailer Corp., a Florida profit
corporation, with and into New Millennium Media International, Inc., a Colorado
profit corporation (collectively, the "Constituent Corporations"). New
Millennium Media International, Inc. shall be the surviving corporation
subsequent to the merger.
SECOND: The merger shall become effective upon the close of business on
April 30, 1998.
THIRD: In that there are no shares outstanding of New Millennium Media
International, Inc., shareholder approval of the Agreement and Plan of Merger
was not required.
FOURTH: The Agreement and Plan of Merger was adopted by the shareholders of
Progressive Media Corp. on April 28, 1998. The Agreement and Plan of Merger was
adopted by the Board of Directors of New Millennium Media International, Inc. on
April 21, 1998.
IN WITNESS WHEREOF, the undersigned Constituent Corporations, through their
respective Presidents, duly executes the above and foregoing Articles of Merger
as of this 28th day of April, 1998.
PROGRESSIVE MAILER CORP.
(a Florida corporation)
By: /s/ Troy H. Lowrie
------------------------------------
Troy H. Lowrie, President
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(a Colorado corporation)
By: /s/ Troy H. Lowrie
------------------------------------
Troy H. Lowrie, President
<PAGE>
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER made April 27, 1998 between New Millennium
Media International, Inc. ("New Millennium"), a corporation organized and
existing under the laws of the State of Colorado, and Progressive Mailer Corp.
("Progressive"), a corporation organized and existing under the laws of the
State of Florida, being sometimes referred to herein as the "Constituent
Corporations."
WHEREAS, Progressive's business operations are conducted from its principal
office which is located in Denver, Colorado and, consequently, the Board of
Directors of Progressive deems it advisable for the general welfare of
Progressive and its shareholders that it change its state of domicile from
Florida to Colorado; and
WHEREAS, New Millennium is a Colorado corporation which was recently formed
to consummate a merger of Progressive into New Millennium to effect the change
in domicile of Progressive from Florida to Colorado;
NOW, THEREFORE, the Constituent Corporations agree that Progressive shall
be merged with and into New Millennium as the surviving corporation in
accordance with the applicable laws of Florida and Colorado, that the name of
the surviving corporation shall continue to be New Millennium Media
International, Inc. (which in its capacity as surviving corporation is
hereinafter called the "Surviving Corporation"), and that the terms and
conditions of the merger and the mode of carrying it into effect shall be as
follows:
Section 1 Effective Date
------------------------
This merger provided for in this Agreement shall become effective upon
execution and filing of Articles of Merger as provided by the laws of the States
of Florida and Colorado with the Secretaries of State of the States of Florida
and Colorado. However, for all accounting purposes the effective day of the
merger shall be as of the close of business on April 30, 1998 (the "Effective
Date").
Section 2. Governing Law
------------------------
The Surviving Corporation shall be governed by the laws of the State of
Colorado.
Section 3 Articles of Incorporation
-----------------------------------
The Articles of Incorporation of New Millennium shall be the Articles of
Incorporation of the Surviving Corporation from and after the Effective Date,
subject to the right of the Surviving Corporation to amend its Articles of
Incorporation in accordance with the laws of the State of Colorado.
<PAGE>
Section 4 Manner of Converting Shares
-------------------------------------
4.1 Conversion. The mode of carrying the merger into effect and the manner
and basis of converting the shares of Progressive into shares of the Surviving
Corporation are as follows:
(1) Each share of Common Stock, $.001 par value per share, of
Progressive ("Progressive Common Stock") which is issued and outstanding on the
Effective Date (other than shares owned by shareholders who have objected to the
merger and demanded purchase of their shares in accordance with the provisions
of Section 607.1320 of the Florida Business Corporation Act and with respect to
which such demands shall not have been withdrawn with the consent of Progressive
and New Millennium ("Dissenting Shares") shall, by virtue of the merger and
without any action on the part of the holder thereof, be converted into one
share of Common Stock, $.001 par value, of New Millennium ("New Millennium
Common Stock").
(2) Each share of Progressive Common Stock which is issued and
outstanding and owned by Progressive on the Effective Date shall, by virtue of
the merger and without any action on the part of Progressive, be retired and
cancelled.
(3) As of the date of this agreement, there are no shares of New
Millennium Common Stock issued and outstanding or held by New Millennium in its
treasury.
4.2 Exchange of Certificates As promptly as practicable after the Effective
Date, each holder of an outstanding certificate or certificates theretofore
representing shares of Progressive Common Stock (other than certificates
representing Dissenting Shares) shall surrender the same to Interwest Transfer,
Inc., Salt Lake City, Utah ("Exchange Agent"), and shall receive in exchange a
certificate or certificates representing the number of full shares of New
Millennium Common Stock into which the shares of Progressive Common Stock
represented by the certificate or certificates so surrendered shall have been
converted.
4.3 Fractional Shares. Fractional shares of New Millennium Common Stock
shall not be issued.
4.4 Unexchanged Certificates Until surrendered, each outstanding
certificate which, prior to the Effective Date, represented Progressive Common
Stock (other than certificates representing Dissenting Shares) shall be deemed
for all purposes, other than the payment of dividends or other distributions, to
evidence ownership of the whole number of shares of New Millennium Common Stock
into which it was converted, and no dividend or other distribution payable to
holders of New Millennium Common Stock as of any date subsequent to the
Effective Date shall be paid to the holders of outstanding certificates. There
shall be paid to the record holders of the certificates issued in exchange
therefor the amount, without interest thereon, of dividends and other
distributions which would have been payable with respect to the shares of New
Millennium Common Stock represented thereby.
2
<PAGE>
Section 5 Terms And Conditions Of Merger
----------------------------------------
The terms and conditions of the merger are as follows:
5.1 Bylaws. The Bylaws of New Millennium as they shall exist on the
Effective Date shall be and remain the bylaws of the Surviving Corporation until
the same shall be altered, amended and repealed as therein provided.
5.2 Directors and Officers. The directors and officers of the Surviving
Corporation shall continue in office until the next annual meeting of
shareholders and until their successors shall have been elected and qualified.
5.3 Effect of Merger On the Effective Date, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of Progressive shall be transferred to,
vested in and devolve on the Surviving Corporation without further act or deed,
and all property, rights, and every other interest of the Surviving Corporation
and Progressive shall be as effectively the property of the Surviving
Corporation as they were of the Surviving Corporation and Progressive,
respectively. Progressive 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 Progressive
acquired or to be acquired by reason of or as a result of the merger herein
provided for and otherwise to carry out the intent and purposes hereof and the
proper officers and directors of Progressive and the proper officers and
directors of the Surviving Corporation are fully authorized in the name of
Progressive or otherwise to take any and all such action.
5.4 Continuation of Obligations. All corporate acts, plans, policies,
contracts, approvals and authorizations of Progressive, its shareholders, board
of directors, committees elected or appointed by the board of directors,
officers and agents, which were valid and effective immediately prior to the
Effective Date shall be taken for all purposes as the acts, plans, policies,
contracts, approvals and authorizations of the Surviving Corporation and shall
be as effective and binding thereon as the same were with respect to
Progressive. The employees of Progressive shall become the employees of the
Surviving Corporation and continue to be entitled to the same rights and
benefits that they enjoyed as employees of Progressive. Any employee plan or
agreement of Progressive shall be adopted, effective and binding on the
Surviving Corporation as the same were with respect to Progressive.
5.5 Designation of Agent or Service of Process The Surviving Corporation
hereby (1) agrees that it may be served with process in the State of Florida in
any proceeding for the enforcement of any obligation of Progressive and in any
proceeding for the enforcement of the rights of a dissenting shareholder of
Progressive; (2) irrevocably appoints the Secretary of State of the State of
Florida as its agent to accept service or process in any such proceedings; and
(3) agrees that
3
<PAGE>
will promptly pay to dissenting shareholders of Progressive the amount, if any,
to which they shall be entitled pursuant to the laws of the State of Florida.
Section 6 Termination Or Abandonment
------------------------------------
Anything in this Agreement or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the board of directors of
either Constituent Corporation at any time prior to the date of filing Articles
of Merger with the Secretaries of State of Florida and Colorado.
Section 7. General Provisions
-----------------------------
7.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
7.2 Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.3 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day year first above written.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.,
a Colorado corporation
By /s/ Troy H. Lowrie
--------------------------------------------
Troy H. Lowrie, President
PROGRESSIVE MAILER CORP., a Florida corporation
By /s/ Troy H. Lowrie
--------------------------------------------
Troy H. Lowrie, President
