ARTICLES OF MERGER
OF
THE NEW PARAHO CORPORATION
(A Colorado Corporation)
INTO
NPC HOLDINGS, INC.
(A Nevada Corporation)
The Undersigned, being all of the Directors of The New Paraho
Corporation, a Colorado Corporation, and all of the officers and
directors of NPC Holdings, Inc., 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 The New Paraho
Corporation, a Colorado corporation, and NPC Holdings, Inc.,
a Nevada corporation.
2. Shareholders owning 42,130,138 of the shares of common stock
of The New Paraho Corporation, a Colorado corporation, voted
in favor of such merger on June 28, 2000, which number of
shares is a majority of the 50,772,982 shares outstanding
and are sufficient in number for approval. The sole
shareholder of NPC Holdings, Inc., a Nevada corporation,
voted for such a plan of merger on June 28, 2000.
3. A Notice, including a summary of the merger, was mailed to
all shareholders of the Colorado corporation on or about
June 16, 2000.
4. NPC Holdings, Inc., a Nevada corporation, hereby agrees that
it will promptly pay to the dissenting shareholders, if any,
of The New Paraho Corporation, a Colorado corporation, the
amount, if any, to which they shall be entitled under the
provisions of the Colorado Business Corporation Act with
respect to the rights of dissenting shareholders.
Effective the 29h day of June, 2000.
THE NEW PARAHO CORPORATION NPC HOLDINGS, INC.
A Colorado Corporation A Nevada Corporation
By: /s/ Kip Eardley By: /s/ Kip Eardley
Kip Eardley, President Kip Eardley, President
By: /s/ Kelly Adams By: /s/ Kelly Adams
Kelly Adams, Secretary Kelly Adams, Secretary
Plan of Merger
of
The New Paraho Corporation
(A Colorado Corporation)
and
NPC Holdings, Inc.
(A Nevada Corporation)
THIS PLAN OF MERGER (the "Plan") dated as of June 29, 2000 is
entered into by and between The New Paraho Corporation, a Colorado
corporation ("NPCO"), and NPC Holdings, Inc., a Nevada corporation
("NPNV"), such corporations being hereinafter collectively referred to
as the "Constituent Corporations."
Premises
WHEREAS, NPNV is a corporation duly organized and existing under
the laws of the state of Nevada, having an authorized capital of
100,000,000 shares of common stock, par value $0.001 per share (the
"Common Stock of NPNV"), of which 1000 shares are issued and
outstanding as of the date hereof;
WHEREAS, NPCO is a corporation duly organized and existing under
the laws of the state of Colorado, having an authorized capital of
75,000,000 shares of common stock, par value $0.01 per share (the
"Common Stock of NPCO"), of which 50,772,982 shares are issued and
outstanding as of the date hereof; and
WHEREAS, the respective boards of directors and shareholders of
the Constituent Corporations have each duly approved this Plan
providing for the merger of NPCO with and into NPNV with NPNV as the
surviving corporation as authorized by the statutes of the states of
Colorado and Nevada.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and for the purpose of
setting forth the terms and conditions of said merger and the manner
and basis of causing the shares of NPCO to be converted into shares of
stock of NPNV and such other provisions as are deemed necessary or
desirable, the parties hereto have agreed and do hereby agree, subject
to the approval and adoption of this Plan by the requisite vote of the
stockholders of each Constituent Corporation, and subject to the
conditions hereinafter set forth, as follows:
Article I
Merger and Name of Surviving Corporation
On the effective date of the merger, NPCO and NPNV shall cease to
exist separately and NPCO shall be merged with and into NPNV, which is
hereby designated as the "Surviving Corporation," the name of which on
and after the Effective Date (as hereinafter defined) of the merger
shall be "NPC Holdings, Inc." or such other name as may be available
and to which the parties may agree.
Article II
Terms and Conditions of Merger
The terms and conditions of the merger (in addition to those set
forth elsewhere in this Plan) are as follows:
(a) On the Effective Date of the merger:
(1) NPCO shall be merged into NPNV to form a single
corporation, and NPNV shall be designated herein as the Surviving
Corporation.
(2) The separate existence of NPCO shall cease.
(3) The Surviving Corporation shall have all the rights,
privileges, immunities, and powers and shall be subject to all duties
and liabilities of a corporation organized under the laws of the state
of Nevada.
(4) The Surviving Corporation shall thereupon and thereafter
possess all the rights, privileges, immunities, and franchises, of a
public as well as a private nature, of each of the Constituent
Corporations; all property, real, personal, and mixed, and all debts
due of whatever account, including subscriptions to shares, and all
and every other interest, of or belonging to or due to each of the
Constituent Corporation shall be taken and deemed to be transferred to
and vested in the Surviving Corporation without further act or deed;
the title to any real estate, or any interest therein, vested in
either Constituent Corporation shall not revert or be in any way
impaired by reason of the merger; the Surviving Corporation shall
thenceforth be responsible and liable for all the liabilities and
obligations of each of the Constituent Corporations; any claim
existing or action or proceeding pending by or against either of such
Constituent Corporations may be prosecuted as if the merger had not
taken place, or the Surviving Corporation may be substituted in place
of the Constituent Corporation; and neither the rights of creditors
nor any liens on the property of either of the Constituent
Corporations shall be impaired by the merger.
(b) On the Effective Date of the merger, the board of directors
of the Surviving Corporation shall consist of the members of the board
of directors of NPNV immediately prior to the merger, to serve
thereafter in accordance with the bylaws of the Surviving Corporation
and until their respective successors shall have been duly elected and
qualified in accordance with such bylaws and the laws of the state of
Nevada.
(c) On the Effective Date of the merger, the officers of the
Surviving Corporation shall be the officers of NPNV immediately prior
to the merger, with such officers to serve thereafter in accordance
with the bylaws of the Surviving Corporation and until their
respective successors shall have been duly elected and qualified in
accordance with such bylaws and the laws of the state of Nevada.
If on the Effective Date of the merger, a vacancy shall exist in
the board of directors or in any of the offices of the Surviving
Corporation, such vacancy may be filled in the manner provided for in
the bylaws of the Surviving Corporation.
Article III
Manner and Basis of Converting Shares
The manner and basis of converting the shares of the Constituent
Corporations and the mode of carrying the merger into effect are as
follows.
(a) Each share of Common Stock of NPCO outstanding on the
Effective Date of the merger shall, without any action on the part of
the holder thereof, be converted into one fully paid and nonassessable
share of Common Stock of NPNV which shall, on such conversion, be
validly issued and outstanding, fully paid, and nonassessable, and
shall not be liable to any further call, nor shall the holder thereof
be liable for any further payments with respect thereto. After the
Effective Date of the merger, each holder of an outstanding
certificate which prior thereto represented shares of Common Stock of
NPCO shall be entitled, on surrender thereof along with the payment of
$15 to NPCO's transfer agent American Stock Transfer and Trust, 12039
W. Alameda Parkway, Suite Z2, Lakewood, CO 80228, to receive in
exchange therefore a certificate or certificates representing the
number of whole shares of Common Stock of NPNV, which such shares
shall have converted into. Until so surrendered, each such
outstanding certificate (which prior to the Effective Date of the
merger represented shares of Common Stock of NPCO) shall for all
purposes evidence the ownership of the shares of NPNV into which such
shares shall have been converted.
(b) All shares of the Common Stock of NPNV into which shares of
the Common Stock of NPCO shall have been converted pursuant to
Article III shall be issued in full satisfaction of all rights
pertaining to the shares of Common Stock of NPCO, as applicable.
(c) If any certificate for shares of NPNV is to be issued in a
name other than that in which the certificate surrendered in exchange
therefor is registered, it shall be a condition of the issuance
thereof that the certificate so surrendered shall be properly endorsed
and otherwise in proper form for transfer, that the transfer be in
compliance with applicable federal and state securities laws, and that
the person requesting such exchange pay to NPNV or any agent
designated by it any transfer or other taxes required by reason of the
issuance of a certificate for shares of NPNV in any name other than
that of the registered holder of the certificate surrendered, or
establish to the satisfaction of NPNV or any agent designated by it
that such tax has been paid or is not payable.
Article IV
Certificate of Incorporation and Bylaws
The articles of incorporation of NPNV shall, on the merger
becoming effective, be and constitute the articles of incorporation of
the Surviving Corporation until amended in the manner provided by law.
The bylaws of NPNV shall, on the merger becoming effective, be and
constitute the bylaws of the Surviving Corporation until amended in
the manner provided by law.
Article V
Shareholder Approval
This Plan shall be submitted to the stockholders of each of the
Constituent Corporations as provided by the laws of the States of
Colorado and Nevada. After the approval or adoption thereof by the
stockholders of each Constituent Corporation in accordance with the
requirements of the applicable laws, all required documents shall be
executed, filed, and recorded, and all required acts shall be done in
order to accomplish the merger under the provisions of the laws of the
states of Colorado and Nevada.
Article VI
Officers and Directors
The officers and directors of NPNV shall remain the officers and
directors of NPNV, after the Merger, and such officers and directors
shall serve until the next annual meeting of shareholders and until
such time as their successors are duly elected and shall qualify.
Article VII
Approval and Effective Date of the Merger; Miscellaneous Matters
1. The merger shall become effective when all the following
actions shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by
and on behalf of each Constituent Corporation in accordance with the
laws of the states of Colorado and Nevada;
(b)This Plan, or certificate of merger in the form required,
executed and verified in accordance with the laws of the states of
Colorado and Nevada, shall be filed in the Offices of the Secretary of
State of Colorado and Nevada; and
(c) The date on which such actions are completed and such
merger is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be
advised that any further grants, assignments, confirmations, or
assurances are necessary or desirable to vest, perfect, or confirm
title in the Surviving Corporation, of record or otherwise, to any
property of NPCO acquired or to be acquired by, or as a result of,
the merger, the officers and directors of NPCO or any of them shall be
severally and fully authorized to execute and deliver any and all such
deeds, assignments, confirmations, and assurances and to do all things
necessary or proper so as to best prove, confirm, and ratify title to
such property in the Surviving corporation and otherwise carry out the
purposes of the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the
State of Colorado in any proceeding for the enforcement of any
obligation of NPCO as well as for enforcement of any obligation of the
Surviving Corporation arising from the merger and in any proceeding
for the enforcement of the rights of a dissenting shareholder of NPCO
against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the
dissenting shareholders of NPCO the amount, if any, to which they
shall be entitled under the provisions of the Colorado Revised
Business Corporation Act with respect to the rights of dissenting
shareholders
5. The Surviving Corporation's address for any service of
process received by the Secretary of State is Gateway Enterprises,
3230 E. Flamingo Road, Suite 156, Las Vegas, NV 89121.
6. This Plan cannot be altered or amended, except pursuant to an
instrument in writing signed on behalf of the parties hereto.
7. For the convenience of the parties and to facilitate the
filing and recording of this Plan, any number of counterparts hereof
may be executed, each such counterpart shall be deemed to be an
original instrument, and all such counterparts together shall be
considered one instrument.
8. This Plan shall be governed by and construed in accordance
with the laws of the state of Nevada.
The foregoing Plan of Merger, having been approved by the board
of directors of each Constituent Corporation, the president and
secretary of NPCO, and the president and secretary of NPNV, do hereby
execute this Plan of Merger this 29th day of June, 2000, declaring and
certifying that this is our act and deed and the facts herein stated
are true.
The New Paraho Corporation NPC Holdings, Inc.
a Colorado Corporation A Nevada Corporation
/s/ Kip Eardeley /s/ Kip Eardley
By: Kip Eardley, President By: Kip Eardley, President
/s/ Kelly Adams /s/ Kelly Adams
By: Kelly Adams, Secretary By: Kelly Adams, Secretary
