EXHIBIT 3.6
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ARTICLES AND PLAN OF MERGER
OF
BECAN DISTRIBUTORS, INC.
AND
DRUGMAX.COM, INC.
To the Secretary of State
of the State of Nevada
Pursuant to the provisions of Chapter 92A, Nevada Revised Statutes, the
domestic corporation and the foreign corporation herein named do hereby submit
the following Articles of Merger.
1. The following is the Plan of Merger for merging Becan Distributors,
Inc. with and into DrugMax.com, Inc.
a. DrugMax.com, Inc., which is a business corporation of the
State of Nevada and is the parent corporation and the owner of
all the outstanding shares of Becan Distributors, Inc, which
is a business corporation of the State of Ohio and the
subsidiary corporation, hereby merges Becan Distributors, Inc.
into DrugMax.com, Inc., pursuant to the provisions of Chapter
92A, Nevada Revised Statutes and pursuant to the provisions of
the laws of the jurisdiction of organization of DrugMax.com,
Inc.
b. The jurisdiction of organization of Becan Distributors, Inc.
is the State of Ohio. The jurisdiction of organization of
DrugMax.com, Inc. is the State of Nevada.
c. The separate existence of Becan Distributors, Inc. shall cease
at the effective time of the merger pursuant to the provisions
of Chapter 92A, Nevada Revised Statutes, and pursuant to the
provisions of the Laws of the jurisdiction of its
organization; and DrugMax.com, Inc. shall continue its
existence as the surviving corporation pursuant to the
provisions of Chapter 92A, Nevada Revised Statues.
d. The issued shares of Becan Distributors, Inc. shall not be
converted in any manner, but each said share which is issued
as of the effective time of the merger shall be surrendered
and extinguished.
e. The Board of Directors and the proper officers of DrugMax.com,
Inc. shall not be converted in any manner, but each said share
which is issued as of the effective time of the merger shall
be surrendered and extinguished.
2. The said Plan of Merger has been adopted by the Board of Directors of
Becan Distributors, Inc. and of DrugMax.com, Inc. DrugMax.com, Inc., is
the owner of all of the outstanding shares of Becan Distributors, Inc.
Approval by the stockholders of DrugMax.com, Inc. was not required.
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3. The merger of Becan Distributors, Inc. with and into DrugMax.com, Inc.
is permitted by the laws of the jurisdiction or organization of Becan
Distributors, Inc. and has been authorized in compliance with the said
laws.
4. DrugMax.com, Inc., as the owner of all of the outstanding shares of
Becan Distributors, Inc., has waived the requirements of mailing a copy
of the Plan of Merger to itself.
Signed on March 29, 2000
Becan Distributors, Inc.
By: /s/ William LaGamba
-----------------------------
Name: William LaGamba
Title: Vice President
By: /s/ Stephen M. Watters
-----------------------------
Name: Stephen M. Watters
Title: Secretary
DrugMax.com, Inc.
By: /s/ Stephen Watters
-----------------------------
Name: Stephen Watters
Title: President
By: /s/ William LaGamba
-----------------------------
Name: William LaGamba
Title: Secretary
