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EXHIBIT 2.01
Articles of Merger of Dynamic Information System and eXchange, Inc.,
a Utah corporation with and into Career Worth, Inc., a Nevada corporation
THESE ARTICLES OF MERGER are executed and entered into this 19th day of
October, 2000, by and between Career Worth, Inc., a Nevada corporation
(hereinafter referred to as "CW" or the "Surviving Corporation"), and Dynamic
Information System and eXchange, Inc., a Utah corporation (hereinafter
referred to as "DISX").
Witnesseth
I. Plan of Merger
Pursuant to these Articles of Merger, it is intended and agreed that DISX will
be merged with and into CW and that CW shall be the Surviving Corporation, as
provided below. The terms, conditions, and understandings of the merger are
set forth in the Agreement and Plan of Merger between CW and DISX dated as of
October 19, 2000, a copy of which is attached hereto as Exhibit "A" and
incorporated herein by this reference.
II. Articles of Incorporation and Bylaws
On the consummation of the merger, the articles of incorporation and bylaws of
CW shall be the articles of incorporation and bylaws of the Surviving
Corporation.
III. Name of Surviving Corporation
The name of the Surviving Corporation, which will continue in existence after
the merger, shall be Career Worth, Inc.
IV. Officers and Directors
The officers and directors of DISX, shall become the officers and directors of
the Surviving Corporation.
V. Authorized and Outstanding Shares of DISX
DISX is authorized to issue a total of 55,000,000 shares of stock consisting
of 50,000,000 shares of common stock having a par value $0.001 per share
(hereinafter referred to as "Common Stock"), of which 31,919,279 shares are
issued and outstanding, and 5,000,000 shares of preferred stock having a par
value of $0.001 per share (hereinafter referred to as "Preferred Stock") of
which no shares are issued and outstanding.
VI. Authorized and Outstanding Shares of CW
CW is authorized to issue a total of 55,000,000 shares of stock consisting of
50,000,000 shares of common stock having a par value $0.001 per share
(hereinafter referred to as "Common Stock"), of which 100 shares are issued
and outstanding, and 5,000,000 shares of preferred stock having a par value of
$0.001 per share (hereinafter referred to as "Preferred Stock") of which no
shares are issued and outstanding.
VII. Approval by Shareholders of DISX
Of the 31,919,279 issued and outstanding shares of DISX, 19,074,189 shares
were voted in favor of entering into the Plan of Merger, and no shares
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abstained or dissented, all in accordance with the provisions of the Utah
Revised Business Corporation Act. Such shares were voted as a class; no
shares of any other class of stock were issued and outstanding and entitled to
vote thereon.
VIII. Approval by Shareholder of CW
Of the 1000 issued and outstanding shares of CW, 1000 were voted in favor of
entering into the Plan of Merger, and no shares abstained or dissented, all in
accordance with the provisions of the Nevada Revised Statutes. Such shares
were voted as a class; no share of any other class of stock were issued and
outstanding and entitled to vote thereon.
IX. Statutory Basis for Merger
The merger of DISX with and into CW is allowed pursuant to Section 1107 of the
Utah Revised Business Corporation Act and Section 92A.190 of the Nevada
Revised Statutes.
X. Agreement of Surviving Corporation
The Surviving Corporation hereby consents and agrees that:
(a)The Surviving Corporation may be served with process in the State of Utah
in any proceeding for the enforcement of any obligation of DISX 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 DISX against the Surviving Corporation;
(b)The Secretary of State of the State of Utah shall be, and hereby is,
irrevocable appointed as the agent of such Surviving Corporation to accept
service of process in any such proceeding;
(c)The Surviving Corporation's address for any service of process received by
the Secretary of State is Nevada Agency and Trust Co, 50 West Liberty Street,
Suite 880, Reno, Nevada 89501.
(d)Such Surviving Corporation will promptly pay to the dissenting shareholders
of DISX the amount, if any, to which they shall be entitled under the
provisions of the Utah Revised Business Corporation Act with respect to the
rights of dissenting shareholders; and
(e)The Surviving Corporation shall keep on file at its principal place of
business a copy of the Agreement and Plan of Merger, as filed in the State of
Utah, which will be provided, without cost, to shareholders of the Surviving
Corporation when request.
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IN WITNESS WHEREOF, the undersigned corporations, acting by their respective
Presidents and Secretaries, have executed these Articles of Merger as of the
date first above written.
Dynamic Information System and
eXchange, Inc.
Attest: a Utah corporation
By:/S/Larry Heaps, Secretary By:/S/Larry Heaps, President
Career Worth, Inc.
Attest: a Nevada corporation
By:/S/Larry Heaps By:/S/Ross Wolfley, President
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 19th day of
October, 2000, personally appeared before me Larry Heaps, the President and
Secretary, respectively, of Dynamic Information System and eXchange, Inc., a
Utah corporation, who being by me first duly sworn, severally declared that
they are the persons who signed the foregoing documents as President and
Secretary of Dynamic Information System and eXchange, Inc., a Utah
corporation, and that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/Lauri Busk
Notary Public
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 19th day of
October, 2000, personally appeared before me Ross Wolfley, the President of
Career Worth, Inc., a Nevada corporation, who being by me first duly sworn,
severally declared that he is the person who signed the foregoing documents as
President of Career Worth, Inc., a Nevada corporation, and that the statements
therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/Lauri Busk
Notary Public
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Plan of Merger of Dynamic Information System and eXchange, Inc. and Career
Worth, Inc.
THIS PLAN OF MERGER (the "Plan") dated as of October 19, 2000 is entered into
by and between Dynamic Information System and eXchange, Inc., a Utah
corporation ("DISX"), and Career Worth, Inc., a Nevada corporation ("CW"),
such corporations being hereinafter collectively referred to as the
"Constituent Corporations."
Premises
WHEREAS, CW is a corporation duly organized and existing under the laws of the
state of Nevada, having an authorized capital of of 55,000,000 shares of stock
consisting of 50,000,000 shares of common stock having a par value $0.001 per
share ("Common Stock of CW"), of which 1000 shares are issued and outstanding,
and 5,000,000 shares of preferred stock having a par value of $0.001 per share
("Preferred Stock of CW") of which no shares are issued and outstanding;
WHEREAS, DISX is a corporation duly organized and existing under the laws of
the state of Utah, having an authorized capital of 55,000,000 shares of stock
consisting of 50,000,000 shares of common stock having a par value $0.001 per
share ("Common Stock of DISX"), of which 31,919,279 shares are issued and
outstanding, and 5,000,000 shares of preferred stock having a par value of
$0.001 per share ("Preferred Stock of DISX") of which no shares are issued and
outstanding.; and
WHEREAS, the respective boards of directors and shareholders of the
Constituent Corporations have each duly approved this Plan providing for the
merger of DISX with and into CW with CW as the surviving corporation as
authorized by the statutes of the states of Utah 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 DISX to be converted into shares of stock of CW 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, DISX and CW shall cease to exist
separately and DISX shall be merged with and into CW, 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 "Career Worth,
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:
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(a) On the Effective Date of the merger:
(1) DISX shall be merged into CW to form a single corporation, and CW shall be
designated herein as the Surviving Corporation.
(2) The separate existence of DISX 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 DISX 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 DISX 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 DISX 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 CW
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
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thereto. After the Effective Date of the merger, each holder of an
outstanding certificate which prior thereto represented shares of Common Stock
of DISX shall be entitled, on surrender thereof along with the payment of $15
to DISX transfer agent Colonial Stock Transfer, 440 East 400 South, Suite 1,
Salt Lake City, Utah 84111, to receive in exchange therefor a certificate or
certificates representing the number of whole shares of Common Stock of CW,
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 DISX) shall for all purposes evidence
the ownership of the shares of CW into which such shares shall have been
converted.
(b) All shares of the Common Stock of CW into which shares of the Common
Stock of DISX 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 DISX, as applicable.
(c) If any certificate for shares of CW 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 CW or any
agent designated by it any transfer or other taxes required by reason of the
issuance of a certificate for shares of CW in any name other than that of the
registered holder of the certificate surrendered, or establish to the
satisfaction of CW 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 CW 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 CW 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 Utah 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 Utah and Nevada.
Article VI
Officers and Directors
The officers and directors of DISX shall become the officers and directors of
CW, 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.
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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 Utah
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 Utah and Nevada, shall
be filed in the Offices of the Secretary of State of Utah 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 DISX acquired or to be acquired by, or
as a result of, the merger, the officers and directors of DISX 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 Utah
in any proceeding for the enforcement of any obligation of DISX 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 DISX against the Surviving Corporation.
4. The Secretary of State of the State of Utah shall be irrevocable appointed
as the agent of the Surviving Corporation to accept service of process in any
such proceeding;
5. The Surviving Corporation's address for any service of process received by
the Secretary of State is Nevada Agency and Trust Co, 50 West Liberty Street,
Suite 880, Reno, Nevada 89501.
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 DISX, and the
president of CW, do hereby execute this Plan of Merger this 19th day of
October, 2000, declaring and certifying that this is our act and deed and the
facts herein stated are true.
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OFFICER'S CERTIFICATE
Dynamic Information System and eXchange, INC.
I, Larry Heaps, President of Dynamic Information System and eXchange, Inc., a
Utah corporation ("DISX"), hereby certify in accordance with the Utah Revised
Business Corporation Act that the Plan of Merger to which this certificate is
attached, after having been first duly approved and adopted by DISX and Career
Worth, Inc., a Nevada Corporation ("CW"), was duly approved and adopted
pursuant to section 16-10a-1107 of the Utah Revised Business Corporation Act
of the State of Utah by the vote of holders of a majority of all of the
outstanding stock of DISX; and that thereby the Plan of Merger was duly
adopted as the act of the stockholders of said corporation and is the duly
adopted agreement and act of said corporation.
I have executed this certificate this 19th day of October, 2000.
By:/S/Larry Heaps, President
OFFICER'S CERTIFICATE
Career Worth, Inc.
I, Ross Wolfley, President of Career Worth, Inc., a Nevada corporation ("CW"),
hereby certify in accordance with the Nevada Revised Statutes that the Plan of
Merger to which this certificate is attached, after having first duly approved
and adopted pursuant to section 92A.190 of the Nevada Revised Statutes by the
vote of holders of a majority of all of the outstanding stock of CW; and that
thereby the Plan of Merger was duly adopted as the act of the stockholders of
said corporation and is the duly adopted agreement and act of said
corporation.
I have executed this certificate this 19th day of October, 2000.
By:/S/Ross Wolfley, President
EXECUTION AND ACKNOWLEDGMENT
The foregoing Plan of Merger, having been approved by the board of directors
of each Constituent Corporation, having been adopted by the stockholders of
Dynamic Information System and eXchange, Inc. ("DISX"), in accordance with the
Utah Revised Business Corporation Act and the laws of the State of Utah, and
the majority vote of the stockholders of Career Worth, Inc., a Nevada
corporation ("CW"), in accordance with the Nevada Revised Statutes and the
laws of the State of Nevada the president and secretary of DISX and the
president CW do hereby execute this Plan of Merger this 19th day of October,
2000, declaring and certifying that this is our act and deed and the facts
herein stated are true.
Dynamic Information System and
eXchange, Inc.
Attest: a Utah corporation
By:/S/Larry Heaps, Secretary By:/S/Larry Heaps, President
Career Worth, Inc.
Attest: a Nevada corporation
By:/S/Larry Heaps By:/S/Ross Wolfley, President
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STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 19th day of
October, 2000, personally appeared before me Larry Heaps, the President and
Secretary, respectively, of Dynamic Information System and eXchange, Inc., a
Utah corporation, who being by me first duly sworn, severally declared that
they are the persons who signed the foregoing documents as President and
Secretary of Dynamic Information System and eXchange, Inc., a Utah
corporation, and that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/Lauri Busk
Notary Public
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 19th day of
October, 2000, personally appeared before me Ross Wolfley, the President of
Career Worth, Inc., a Nevada corporation, who being by me first duly sworn,
severally declared that he is the person who signed the foregoing documents as
President of Career Worth, Inc., a Nevada corporation, and that the statements
therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/S/Lauri Busk
Notary Public
