<PAGE> 1
Exhibit 3.1.2
CERTIFICATE OF MERGER
(1) CONSTITUENT CORPORATIONS: North American Datacom, Inc.
(A Delaware Corporation)
Pierce International, Inc.
(A Colorado Corporation)
(2) An Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by each of the Constituent Corporations in accordance with
Section 252(c) of the Delaware Corporation Law.
(3) SURVIVING CORPORATION: North American Datacom, Inc.
(A Delaware Corporation)
(4) The Certificate of Incorporation of the Surviving Corporation shall be
its Certificate of Incorporation.
(5) The executed Agreement of Merger is on file at the principal place of
business of the Surviving Corporation. The address of the Surviving Corporation
is:
North American Datacom, Inc.
P.O. Box 37
Iuka, Mississippi 38852
(6) A copy of the Agreement of Merger will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of any Constituent
Corporation.
(7) AUTHORIZED CAPITAL STOCK OF Pierce International, Inc. (a
EACH CONSTITUENT CORPORATION Colorado corpora- tion), prior to
TO THE MERGER WHICH IS NOT A the merger, had an authorized
DELAWARE CORPORATION: capital of 30,000,000 shares of
Common Stock, no par value, and
400,000 shares of Preferred Stock,
no par value.
DATED: March 20, 2000
NORTH AMERICAN DATACOM, INC.
(A Delaware Corporation)
By:
-------------------------------
Robert Crawford, President
- 1 -
<PAGE> 2
PIERCE INTERNATIONAL, INC.
(A Colorado Corporation)
By:
-------------------------------
Robert Crawford, President
- 2 -
