The State of Texas
SECRETARY OF STATE
CERTIFICATE OF MERGER
The undersigned, as Secretary of State of Texas, hereby certifies that the
attached Articles of Merger of
DEFINITION TECHNOLOGIES, INC.
a Texas corporation
with
TELMARK WORLDWIDE, INC.
a Nevad no permit entity
have been received in this office and are found to conform to law. ACCORDINGLY,
the undersigned, as Secretary of State, and by virtue of the authority vested in
the Secretary by law, hereby issues this Certificate of Merger.
Filed October 26, 2000
Effective October 26, 2000
/s/ Elton Bomer
___________________________________
Elton Bomer
Secretary of State
[Seal for State of Texas]
<PAGE>
ARTICLES OF MERGER
TO: Secretary of State of the State of Texas and to the Secretary of State of
the State of Nevada:
The undersigned corporations, pursuant to the Texas Business Corporation Act,
Article 5.01, et. seq., and Nevada Revised Statutes, Chapt. 78, et, seq., and
92A 100, et. seq., hereby execute in duplicate the following Articles of Merger:
1. The plan of merger is as follows: See Exhibit "A" attached hereto and
incorporated herein by reference.
2. As to each of the undersigned corporations, the number of shares outstanding,
and the designation and number of outstanding shares of each class entitled to
vote as a class on such plan, are as follows:
Number of Shares Designation Number of
Name of Corporation Outstanding of Class Shares Authorized to issue
------------------- ----------- -------- --------------------------
DEFINITION TECHNOLOGIES, INC.
a Texas Corporation 1,000 Common 100,000
TELMARK WORLDWIDE, INC.
a Nevada Corporation 1,000 Common 100,000,000
3. As to each of the undersigned corporations, the total number of shares voted
for and against such plan, respectfully, and, as to each class entitled to vote
thereon as a class, the number of shares of such class voted for and against
such plan, respectfully, are as follows:
Total Total
Name of Corporation Voted For Voted Against Abstain
------------------- --------- ------------- -------
DEFINITION TECHNOLOGIES, INC., 1,000 -0- -0-
A Texas Corporation
TELMARK WORLDWIDE, INC., 1,000 -0- -0-
A Nevada Corporation
DATED this l1th day of Sep, 2000.
DEFINITION TECHNOLOGIES, INC.
By: /s/ Charles R. Kiefner
-------------------------------------
Title: President
By: /s/ Charles R. Kiefner
-------------------------------------
Title: Secretary
TELMARK WORLDWIDE, INC.
By: /s/ Charles R. Kiefner
-------------------------------------
Title: President
By: /s/ Charles R. Kiefner
-------------------------------------
Title: Secretary
<PAGE>
AGREEMENT BY SURVIVING CORPORATION WITH SECRETARY OF STATE
TO: Secretary of State of the State of Nevada:
The undersigned corporation, a Nevada corporation, pursuant to the
provisions of Texas Business Corporation Act, Chapt. 5.01, et. seq., hereby
executes the following Agreement of Merger with the Secretary of the State of
Nevada:
1 The name of the undersigned corporation is TELMARK WORLDWIDE, INC,
2. The undersigned corporation is the surviving corporation pursuant
to a merger effected on September___, 2000, with DEFINITION TECHNOLOGIES, INC.,
a Texas corporation.
3. The undersigned corporation is to be governed by the laws of the
State of Nevada.
4. The undersigned corporation hereby agrees that it may be served
with process in the State of Nevada in any proceeding for the enforcement of any
obligation of any domestic corporation which is a party to this merger and in
any such domestic corporation against the surviving corporation.
5. The undersigned corporation hereby irrevocably appoints the
Secretary of the State of Nevada as its agent to accept service of process in
any proceeding described hereinabove in paragraph 4 of this Agreement.
6. The undersigned corporation hereby agrees that it will promptly pay
to the dissenting shareholders of any such domestic corporation the amount, if
any, to which such dissenting shareholder shall be entitled under the provisions
of the Nevada Revised Statutes, Chapt. 78, et. seq. with respect to the rights
of dissenting shareholders.
7. The surviving corporation will be responsible for the payment of
all such fees and franchise taxes and will be obligated to pay such fees and
franchise taxes if the same are not timely paid.
DATED this 11th day of Sep, 2000.
TELMARK WORLDWIDE, INC.
By: /s/ Charles R. Kiefner
---------------------------------
Title: President
---------------------------------
STATE OF FLORIDA )
)
County of BREVARD )
On this 11th day of Sept 2000, before me, the undersigned, a Notary
Public in and for the State of Florida personally appeared Charles R. Kiefner,
to me known to be the President of TELMARK WORLDWIDE, INC., who executed the
within and foregoing instrument and acknowledged the said instrument to be the
free and voluntary act and deed for the uses and purposes therein mentioned, and
on oath states that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and seal and affixed my
official seal the day and year first above written.
/s/ JAMES PONSON
----------------------------------------------------------
Notary Public in and for the State of Florida residing at
Brevard County
JAMES PONSON [SEAL]
MY COMMISSION # CC 660077
EXPIRES: June 30, 2001
Bonded Thru Notary Public Underwriters
<PAGE>
EXHIBIT "A"
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of September ____, 2000, by and
between DEFINITION TECHNOLOGIES, INC., a Texas corporation (herein called the
"Texas Corporation") and TELMARK WORLDWIDE, INC., a Nevada corporation (herein
called the "Nevada Corporation"), said corporations being herein sometimes
referred to as the "Constituent Corporations.
The Texas Corporation is a corporation duly organized and existing
under the laws of the State of Texas, having been incorporated thereunder on
August 22, 1997. The Nevada Corporation is a corporation organized and existing
under the laws of the State of Nevada, having been incorporated thereunder
September , 2000. The Constituent Corporations were both organized under their
present names, and such names have never been changed.
The authorized capitalization of the Texas Corporation consists of
100,000 shares of Common Stock, $0.01 par value per share, of which 1,000
shares are issued and outstanding as of the date hereof.
The authorized capitalization of the Nevada Corporation consists of
5,000,000 shares of Preferred Stock, par value $0.001 per share, of which -0-
are outstanding, and 100,000,000 shares of Common Stock, par value $0.001 per
share, of which 1,000 shares are issued and outstanding as of the date hereof.
The principal office in the State of Nevada of the Nevada Corporation
is located at 18-- East Sahara, Suite 107, Las Vegas, Nevada, 89703. The
registered agent's office in the State of Texas of the Texas Corporation is
located at 1400 Turtle Creek Drive, Dallas, Texas, 75207, and Gerald L. Beeson
is the agent in charge thereof upon whom process against the Nevada Corporation
may be served.
The Board of Directors of the Texas Corporation and the Board of
Directors of the Nevada Corporation deem it to the benefit and advantage of each
of said corporations and their respective stockholders that said corporations
merge under and pursuant to the provisions of Chapt. 5.01, et. seq., of Texas
Business Corporation Act, State of Texas and Chapt. 78, et. seq., and 92A.100,
et. seq., of the Nevada Business Corporation Act of the State of Nevada, and the
Board of Directors of each of the Constituent Corporations, by resolution duly
adopted, has approved this Agreement and Plan of Merger (sometimes herein called
the "Agreement") and a majority of the Directors of each has duly authorized the
execution of the same and each of said Boards of Directors has directed that the
Agreement be submitted to a vote of the respective stockholders of the Texas
Corporation and the Nevada Corporation entitled to vote thereon (namely, all of
the stockholders of each) at stockholder meetings called separately for the
purpose, among others, of considering approval of the Agreement.
In consideration of the foregoing and the mutual agreements
hereinafter set forth, the parties hereto agree that in accordance with the
provisions of the Texas Corporation Act of the State of Texas and the Business
Corporation Act of the State of Nevada, the Texas Corporation shall be merged
with and into the Nevada Corporation, and that the terms and conditions of such
merger and the mode of carrying it into effect are, and shall be, as herein set
forth.
ARTICLE I
Except as herein specifically set forth, the corporate existence of
the Nevada Corporation, with all its purposes, powers and objects, shall
continue in effect and unimpaired by the merger and the corporate identity and
existence, with all the purposes, powers and objects of the Texas Corporation,
and such Texas corporation shall be merged into the Nevada Corporation and the
Nevada Corporation, as the
<PAGE>
corporation surviving the merger, shall be fully vested therewith. The separate
existence and corporate organization of the Texas Corporation shall cease ax
soon as the merger shall become effective as herein provided, and thereupon the
Texas Corporation and the Nevada Corporation shall be a single corporation, to
wit, the Nevada Corporation (hereinafter sometimes referred to as the "Surviving
Corporation"). This Agreement shall continue in effect and the merger shall
become effective only if the Agreement is adopted by the stockholders of the
constituent Corporations as provided in Article XI hereof. Upon such adoption,
that fact shall be certified upon the Agreement by the Secretary of each of the
constituent Corporations, under the seals thereof. Thereupon, complying with the
requirements of the Texas Business Corporation Act of the State of Texas and the
Business Corporation Act of the State of Nevada, this Agreement shall be filed
in the office of the Secretary of State of Texas and a copy of this Agreement
shall be filed with the Secretary of State of the State of Nevada.
The merger shall become effective when the necessary filings and
recordings shall have been accomplished in Texas and the necessary filings and
recordings shall have been accomplished in Nevada.
The date when the merger becomes effective is sometimes herein
referred to as the "effective date of the merger."
ARTICLE II
Upon the effective date of merger, the Certificate of Incorporation of
the Texas Corporation, as hereinafter amended, shall be the Certificate of
Incorporation of the Surviving Corporation.
Said Certificate of Incorporation is made a part of this Agreement and
plan of Merger with the same force and effect as if set forth in full.
ARTICLE III
Upon the effective date of the merger, the Bylaws of the Nevada
Corporation shall be the bylaws of the Surviving Corporation until the same
shall thereafter be altered, amended or repealed in accordance with law, the
Certificate of Incorporation, and said Bylaws.
ARTICLE IV
On the effective date of the merger, the Surviving Corporation shall
continue in existence and, without further transfer, succeed to and possess all
of the rights, privileges, and purposes of each of the Constituent Corporations;
and all of the property, real and personal, including subscriptions to shares,
causes of action and every other asset of each of the Constituent Corporations,
shall vest in the Surviving Corporation without further act or deed; and the
Surviving Corporation shall be liable for all of the liabilities, obligations
and penalties of each of the Constituent Corporations. No liability or
obligation due or to become due, claim or demand for any cause existing against
either corporation, or any stockholder, officer, director or employee thereof;
shall be released or impaired by such merger. No action or proceeding, whether
civil or criminal, then pending by or against either Constituent Corporation or
any stockholder, officer, director or employee thereof shall abate or be
discontinued by such merger, but may be enforced, prosecuted, defended, settled
or compromised as if such merger had not occurred or the Surviving Corporation
may be substituted in any action or proceeding in place of either Constituent
Corporation. If at any time the Surviving Corporation shall consider or be
advised that any further assignments, conveyances or assurances in law are
necessary or desirable to vest, perfect or confirm of record in the Surviving
Corporation the title to any property or rights of the Constituent Corporations,
or otherwise to carry out the provisions hereof, the proper officers and
directors of the Constituent Corporations, as of the effective date of the
merger, shall execute and deliver any and all proper deeds,
<PAGE>
assignments and assurances in law, and do all things necessary or proper to
vest, perfect or confirm title to such property rights in the Surviving
Corporation, and otherwise to carry out the provisions hereof.
ARTICLE V
The number of shares of stock which the Surviving Corporation shall
have authority to issue shall be 5,000,000 shares of Preferred Stock, par value
$0.001 per share, and 100,000,000 shares of Common Stock, par value $0.001 per
share.
ARTICLE VI
Upon the effective date of the merger, each issued and outstanding
share of Common Stock of the Texas Corporation, $0.01 par value, shall be and
become converted into one fully paid and nonassessable shares of Common Stock,
$0.001 par value, of the Surviving corporation. Outstanding certificates
representing shares of Common Stock of the Nevada Corporation shall thenceforth
represent the same number of shares of Common Stock of the Surviving
Corporation, and the holder thereof shall be entitled to precisely the same
rights he would enjoy if he held certificates issued by the Surviving
Corporation. Upon the surrender of any such certificate to the Surviving
Corporation at its principal office, the transferee or other holder of the
certificates surrendered shall receive in exchange therefor a certificate or
certificates of the Surviving Corporation. Upon the effective date of the
merger, each outstanding option or right to purchase or otherwise acquire shares
of Common Stock of the Texas Corporation shall be converted, forthwith upon the
merger becoming effective, into and become an option or right to purchase or
otherwise acquire the same number of shares of Common Stock of the Surviving
Corporation on the same terms and conditions, and, in connection therewith, the
same number of shares of Common Stock of the Surviving Corporation shall be
reserved for issuance by the Surviving Corporation as were reserved by the Texas
Corporation immediately prior to the merger.
ARTICLE VII
Upon the merger becoming effective, the shares of Common Stock, $0.01
par value per share, of the Texas Corporation which shall be outstanding
immediately prior to the effective date of the merger, shall be cancelled and
retired, and no new shares of Common Stock or other securities of the Texas
Corporation shall be issuable with respect thereto.
ARTICLE VIII
The officer and director of the Surviving Corporation is CHARLES R.
KIEFNER, until his successors shall have been elected and shall qualify or as
otherwise provided in the Bylaws of the Surviving Corporation.
ARTICLE IX
All corporate acts, plans, policies, approvals and authorizations of
the Nevada Corporation, its stockholders, 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 of the merger, shall be
taken for all purposes as the acts, plans, policies, approvals and
authorizations of the Surviving Corporation and shall be as effective and
binding thereon as they were on the Nevada Corporation. It is intended that the
transaction described herein qualifies as a reorganization within the definition
of Clause (A) of Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended.
<PAGE>
ARTICLE X
This Agreement of Merger shall be submitted to the stockholders of
each of the Constituent Corporations as provided by the applicable laws of the
States of Texas and Nevada. There shall be required for the adoption of this
Agreement by the Texas Corporation, the affirmative vote of the holders of at
least 50.1% of the capital stock outstanding. In addition, consummation of the
merger shall be subject to obtaining any consents or approvals determined by the
respective Boards of Directors of the Constituent Corporations to be necessary
to effect such merger.
ARTICLE XI
The Surviving Corporation hereby agrees that it may be served with
process in the State of Nevada in any proceeding for enforcement of any
obligation of the Nevada Corporation as well as for enforcement of any
obligation resulting from the merger, and hereby irrevocably appoints the
Secretary of State of the State of Nevada as its agent to accept service of
process in any such suit or other proceeding. The address to which a copy of
such process shall be mailed by the Secretary of State of the State of Nevada
is: 1800 East Sahara, Suite 107, Las Vegas, Nevada 89104, and the name of its
initial registered agent at such address is Nevada Corporate Services.
ARTICLE XII
This Agreement and the merger may be terminated and abandoned by
resolutions of the Board of Directors of the Texas Corporation and the Nevada
Corporation prior to the merger becoming effective. In the event of the
termination and the abandonment of this Agreement and the merger pursuant to the
foregoing provisions of this Article XII, this Agreement shall become void and
of no further effect without any liability on the part of either of the
Constituent Corporations or its stockholders or the directors or officers in
respect thereof.
ARTICLE XIII
This agreement and plan of merger may be executed in counterparts, each
of which when so executed shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, each party to this Agreement and Plant of Merger, pursuant
to authority duly given by its respective Boards of Directors, has caused this
Agreement to be executed on its behalf by its President and attested to by its
Secretary as of the day and year first hereinabove written.
DEFINITION TECHNOLOGIES, INC.
By: /s/ Charles R. Kiefner
-------------------------------------
Title: President
By: /s/ Charles R. Kiefner
-------------------------------------
Title: Secretary
TELMARK WORLDWIDE, INC.
By: /s/ Charles R. Kiefner
-------------------------------------
Title: President
By: /s/ Charles R. Kiefner
-------------------------------------
Title: Secretary
<PAGE>
STATE OF FLORIDA )
)
County of BREVARD )
CHARLES R. KIEFNER, being first duly sworn on oath, deposes and says:
That he is the President of DEFINITION TECHNOLOGIES, INC., a Texas corporation;
that he has read the foregoing Articles of Merger, knows the contents thereof
and believes the same to be true.
/s/ JAMES PONSON
----------------------------------------------------------
Subscribed and sworn to before me this 11th day of Sept, 2000.
Notary Public in and for the State of Florida residing at
Brevard County
JAMES PONSON [SEAL]
MY COMMISSION # CC 660077
EXPIRES: June 30, 2001
Bonded Thru Notary Public Underwriters
STATE OF FLORIDA )
)
County of BREVARD )
CHARLES R. KIEFNER, being first duly sworn on oath, deposes and says:
That he is the President of TELMARK WORLDWIDE, INC., a Nevada corporation; that
he has read the foregoing Articles of Merger, knows the contents thereof and
believes the same to be true.
/s/ JAMES PONSON
----------------------------------------------------------
Subscribed and sworn to before me this 11th day of Sept, 2000.
Notary Public in and for the State of Florida residing at
Brevard County
JAMES PONSON [SEAL]
MY COMMISSION # CC 660077
EXPIRES: June 30, 2001
Bonded Thru Notary Public Underwriters
<PAGE>
EXHIBIT "B"
As to each Corporation or other entity that is party to the merger, a statement
that the approval of the plan of merger was and is authorized by all actions
regulated by the laws under which it was incorporated and by its constituent
documents.
<PAGE>
ARTICLES OF MERGER
TO: Secretary of State of the State of Texas and to the Secretary of State of
the State of Nevada:
The undersigned corporations, pursuant to the Texas Business Corporation Act,
Article 5.01, et. seq., and Nevada Revised Statutes, Chapt. 78, et, seq., and
92A 100, et. seq., hereby execute in duplicate the following Articles of Merger:
1. The plan of merger is as follows: See Exhibit "A" attached hereto and
incorporated herein by reference.
2. As to each of the undersigned corporations, the number of shares outstanding,
and the designation and number of outstanding shares of each class entitled to
vote as a class on such plan, are as follows:
Number of Shares Designation Number of
Name of Corporation Outstanding of Class Shares Authorized to issue
------------------- ----------- -------- --------------------------
DEFINITION TECHNOLOGIES, INC.
a Texas Corporation 1,000 Common 100,000
TELMARK WORLDWIDE, INC.
a Nevada Corporation 1,000 Common 100,000,000
3. As to each of the undersigned corporations, the total number of shares voted
for and against such plan, respectfully, and, as to each class entitled to vote
thereon as a class, the number of shares of such class voted for and against
such plan, respectfully, are as follows:
Total Total
Name of Corporation Voted For Voted Against Abstain
------------------- --------- ------------- -------
DEFINITION TECHNOLOGIES, INC., 1,000 -0- -0-
A Texas Corporation
TELMARK WORLDWIDE, INC., 1,000 -0- -0-
A Nevada Corporation
DATED this l1th day of Sep, 2000.
DEFINITION TECHNOLOGIES, INC.
By: /s/ Charles R. Kiefner
-------------------------------------
Title: President
By: /s/ Charles R. Kiefner
-------------------------------------
Title: Secretary
TELMARK WORLDWIDE, INC.
By: /s/ Charles R. Kiefner
-------------------------------------
Title: President
By: /s/ Charles R. Kiefner
-------------------------------------
Title: Secretary
