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Exhibit 2.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SPHERION CORPORATION, A DELAWARE CORPORATION,
WITH AND INTO
INTERIM SERVICES INC., A DELAWARE CORPORATION
INTERIM SERVICES INC., a corporation organized and existing under the
laws of Delaware (the "Corporation"), pursuant to Section 253 of the General
Corporation Law of the State of Delaware (the "Delaware Corporation Law"), DOES
HEREBY CERTIFY:
FIRST: That the Corporation was incorporated on the fifteenth day of
September, 1987, pursuant to the Delaware Corporation Law.
SECOND: That effective Friday, July 7, 2000, at 12:01 a.m., the
Corporation will merge the following wholly-owned subsidiary with and into the
Corporation: SPHERION CORPORATION ("Spherion"), a corporation incorporated on
the fifteenth day of March, 2000, pursuant to the Delaware Corporation Law (the
"Merger").
THIRD: That the Board of Directors and Sole Shareholder of Spherion, by
action taken by written consent dated May 23, 2000, approved the Merger of
Spherion into the Corporation.
FOURTH: That the Corporation hereby merges Spherion with and into the
Corporation, which shall survive the Merger, in accordance with the terms and
subject to the conditions
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contained in the resolutions of the Board of Directors of the Corporation set
forth hereunder and the Delaware Corporation Law.
FIFTH: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted at a meeting of the Board held on the 23rd day of
May, 2000, determined to merge Spherion with and into the Corporation:
APPROVAL OF MERGER OF SPHERION CORPORATION WITH AND INTO THE
CORPORATION.
RESOLVED, that Spherion be merged with and into the Corporation (the
"Merger") and that all of the estate, property rights, privileges,
powers and franchises of Spherion be vested and enjoyed by the
Corporation as fully and entirely and without change or diminution as
the same were before held and enjoyed by Spherion in its name;
FURTHER RESOLVED, that the Corporation assume all of the obligations of
Spherion;
FURTHER RESOLVED, that the Corporation shall survive the Merger
(following the Merger, the Corporation is hereinafter referred to as
the "Surviving Corporation");
FURTHER RESOLVED, that this Corporation shall cause to be executed and
filed and/or recorded the documents prescribed by the laws of the State
of Delaware and by the laws of any other appropriate jurisdiction and
will cause to be performed all necessary acts within the jurisdiction
of organization of Spherion and of this Corporation and in any other
appropriate jurisdiction;
FURTHER RESOLVED, that the effective time (the "Effective Time") of the
Certificate of Ownership and Merger setting forth a copy of these
resolutions shall be Friday, July 7, 2000, at 12:01 AM.
FURTHER RESOLVED, that the terms and conditions of the Merger are as
follows:
i. Upon the Effective Time of the Merger, each
outstanding share of capital stock of Spherion shall
be canceled and cease to exist without any payment
with respect thereto;
ii. Upon the Effective Time of the Merger, each
outstanding share of capital stock of the Corporation
shall remain outstanding as a share of the Surviving
Corporation;
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iii. The Corporation's Restated Certificate of
Incorporation, as amended, in effect immediately
prior to the Effective Time of the Merger shall
continue as such for the Surviving Corporation,
except that the Corporation shall change its
corporate name to Spherion Corporation, by deleting
ARTICLE FIRST of the Restated Certificate of
Incorporation in its present form and substituting
therefor a new ARTICLE FIRST in the following form:
"FIRST: The name of the Corporation is
Spherion Corporation (hereafter, the "Corporation")."
iv. The By-Laws of the Corporation and the directors and
officers of the Corporation immediately prior to the
Effective Time of the Merger shall continue as such
for the Surviving Corporation; and
v. At any time prior to the Effective Time of the
Certificate of Ownership and Merger filed with the
Secretary of State of Delaware relating to the
Merger, the Board of Directors of the Corporation may
rescind these resolutions and determine not to effect
the Merger; and
FURTHER RESOLVED, that the authorized officers of the Corporation are
hereby directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge Spherion with
and into the Corporation and assume Spherion's liabilities and
obligations (including, without limitation, all federal, state and
local tax obligations of Spherion), and the date of adoption thereof,
and to cause the same to be filed with the Secretary of State of
Delaware and to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be necessary or proper to
effect the Merger.
IN WITNESS WHEREOF, INTERIM SERVICES INC. has caused this Certificate
to be signed by LISA IGLESIAS, its VICE PRESIDENT, this 27TH day of JUNE, 2000.
INTERIM SERVICES INC.
By /s/ Lisa Iglesias
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Print Name: Lisa Iglesias
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Title: Vice President
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