<PAGE> 1
EXHIBIT 3.2
CERTIFICATE OF MERGER
OF
EMPIRE ONE TELECOMMUNICATIONS, INCORPORATED
INTO
EOT ACQUISITION CORPORATION
UNDER SECTION 907 OF THE BUSINESS CORPORATION LAW
It is hereby certified, upon behalf of each of the constituent
corporations herein named, as follows:
FIRST: The Board of Directors of each of the constituent corporations
has duly adopted a plan of merger setting forth the terms and conditions of
the merger of said corporations.
SECOND: The name of the foreign constituent corporation, which is to
be the surviving corporation, and which is hereinafter sometimes referred to
as the "surviving corporation", is EOT Acquisition Corporation. The
jurisdiction of its incorporation is Delaware; and the date of its
incorporation is October 26, 1999. An Application for Authority in the State
of New York of the surviving constituent corporation to transact business as a
foreign corporation therein was filed with the Department of State of the
State of New York on December 22, 1999.
THIRD: The name of the domestic constituent corporation, which is
being merged into the surviving constituent corporation, and which is
hereinafter sometimes referred to as the "merging constituent corporation", is
Empire One Telecommunications, Incorporated. The date upon which its
certificate of incorporation was filed by the Department of State is March 22,
1994.
FOURTH: As to each constituent corporation, the plan of merger sets
forth the designation and number of outstanding shares of each class and
series, the specification of the classes and series entitled to vote on the
plan of merger, and the specification of each class and series entitled to
vote as a class on the plan of merger, as follows:
EMPIRE ONE TELECOMMUNICATIONS, INCORPORATED
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Number of
Designation of each outstanding Designation of class and Classes and series
outstanding class and series shares series of shares entitled to entitled to vote as
of shares of each class vote a class
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common shares 159,250 Not applicable Not applicable
---------------------------------------------------------------------------------------------------------
</TABLE>
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EOT ACQUISITION CORPORATION
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Designation of each Number of Designation of class and Classes and series
outstanding class and series outstanding shares series of shares entitled to entitled to vote
of shares of each class vote as a class
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common shares 1,000 Not applicable Not applicable
------------------------------------------------------------------------------------------------------------
</TABLE>
FIFTH: The merger herein certified was authorized in respect of the
merging constituent corporation by the vote of holders of outstanding shares
of the corporation entitled to vote on the plan of merger, having not less
than the minimum requisite proportion of votes, all in accordance with section
903 of the Business Corporation Law of the State of New York.
SIXTH: The merger herein certified is permitted by the law of the
jurisdiction of incorporation of the surviving constituent corporation and is
in compliance with said laws.
SEVENTH: The surviving constituent corporation agrees that it may be
served with process in the State of New York in any action or special
proceeding for the enforcement of any liability or obligation of the surviving
constituent corporation, for the enforcement of any liability or obligation of
the surviving constituent corporation for which the surviving constituent
corporation is previously amenable to suit in the State of New York, and for
the enforcement, as provided in the Business Corporation Law of the State of
New York, of the right of shareholders of the merging constituent corporation
to receive payment for their shares against the surviving constituent
corporation.
EIGHTH: The surviving constituent corporation agrees that, subject to
the provisions of section 623 of the Business Corporation Law of the State of
New York, it will promptly pay to the shareholders of the merging constituent
corporation the amount, if any, to which they shall be entitled under the
provisions of the Business Corporation Law of the State of New York, relating
to the rights of shareholders to receive payment for their shares.
NINTH: The surviving constituent corporation hereby designates the
Secretary of State of the State of New York as its agent upon whom process
against it may be served in the manner set forth in paragraph (b) of section
306 of the Business Corporation Law of the State of New York in any action or
special proceeding. The post office address without the State of New York to
which the said Secretary of State shall mail a copy of any process against the
surviving corporation served upon
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him or her is: EOT Acquisition Corporation, 1600 Wilson Blvd., Suite 10008,
Arlington, VA 22209.
TENTH: The merging domestic corporation hereby certifies that all
fees and taxes (including penalties and interest) administered by the
Department of Taxation and Finance of the State of New York which are now due
and payable by the domestic corporation have been paid and a cessation
franchise tax report (estimated or final) through the anticipated date of
merger has been filed by the domestic corporation. The said report, if
estimated, is subject to amendment. The surviving foreign corporation agrees
that it will within thirty days after the filing of the certificate of merger
file the cessation tax report, if an estimated report was previously filed,
and promptly pay to the Department of Taxation and Finance of the State of New
York all fees and taxes (including penalties and interest), if any, due to the
said Department of Taxation and Finance by the domestic corporation.
Signed on March __, 2000.
EMPIRE ONE TELECOMMUNICATIONS,
INCORPORATED., a New York corporation
By: /s/ Brad Lewis
------------------------------------------
Name: Brad Lewis
Title: Executive Vice President
By: /s/ John K. Friedman
------------------------------------------
Name: John K. Friedman
Title: Secretary
EOT ACQUISITION CORPORATION,
a Delaware corporation
By: /s/ W. Todd Coffin
------------------------------------------
Name: W. Todd Coffin
Title: President & CEO
By: /s/ R. D. Rose
------------------------------------------
Name: Richard D. Rose
Title: Secretary
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