EX-3.4 6 a2143868zex-3_4.htm EXHIBIT 3.4

Exhibit 3.4

 

MERGER

 

 

State of Utah
DEPARTMENT OF COMMERCE
Division of Corporations & Commercial Code

 

This form must be type
written or computer
generated. For your
convenience, this form has
been designed to be filled out and printed

 

File Number :

 

Non-Refundable Processing Fee:

 

 

 

 

 

 

ý Domestic

 

$27.00

 

 

 

 

 

 

o Foreign

 

$37.00

 

 

 

State of Utah

 

 

 

 

 

 

Department of Commerce

 

RECEIVED

 

 

Division of Corporations and Commercial Code

 

 

 

 

 

 

 

 

 

I hereby certified that the foregoing has been filed

 

JUL 30 2004

 

 

And approved on this 30 day of July 2004

 

 

 

 

In this office of this Division and hereby issued

 

Utah Div. Of Corp. & Comm. Code

 

 

the Certificate thereof.

 

 

 

 

 

 

Examiner 

  /s/ [ILLEGIBLE]

Date 

  08.11.04

 

 

 

 

 

 

 

Articles of Merger / Share Exchange

 

 

 

 

 

Impact Acquisition Corporation 5680222

 

 

 

 

 

the non-surviving corporation

 

 

 

 

 

 

 

 

 

 

 

Into

 

 

/s/ Kathy Berg

 

Impact Diagnostics, Inc. 1415403
the surviving corporation

 

Kathy Berg
Division Director

 

 

ARTICLE I - Surviving Corporation

Section 1

 

 

 

 

 

 

The name of the corporation surviving the merger is Impact Diagnostics, Inc. and such name o has  ý has not been changed as a result of the merger.

 

 

 

 

 

 

 

Section 2

 

 

 

 

 

 

 

 

 

 

 

 

 

A.

 

The surviving corporation is a domestic corporation existing pursuant to the provisions of the Utah Revised Business Corporation Act incorporated on July 8, 1998

 

 

 

 

 

 

 

 

 

B.

 

The surviving corporation is a foreign corporation incorporated under the laws of the State of

 

 

 

 

                                                                           and o qualified  o not qualified to do business in Utah.

 

 

 

 

Note: If application for Certificate of Authority to Transact Business is filed concurrently herewith state “Upon approval of Application for Certificate of Authority.”

 

 

 

 

 

 

 

 

 

C.

 

The effective date of the merger described herein shall be the date upon which these Articles are filed with the Utah Division of Corporations and Commercial Code, or July 30, 2004.

 

 

 

 

 

 

 

ARTICLE II - Non-surviving Corporation(s)

 

The name, state of incorporation, and date incorporation or qualification (if applicable) respectively, of each Utah domestic corporation and Utah qualified foreign corporation, other than the survivor, which is party to the merger are as follows:

 

 

 

 

 

 

 

Name of Corporation: Impact Acquisition Corporation

State of Domicile: Utah

 

Date of Incorporation / Qualification in Utah: June 30, 2004

Name of Corporation:

State of Domicile:

 

Date of Incorporation / Qualification in Utah:

 

Name of Corporation:

State of Domicile:

 

Date of Incorporation / Qualification in Utah:

 

Name of Corporation:

State of Domicile:

 

Date of Incorporation / Qualification in Utah:

 

Name of Corporation:

State of Domicile:

 

Date of Incorporation / Qualification in Utah:

 

 

ARTICLE III - Plan of Merger or Share Exchange

 

The Plan of Merger or Share Exchange, containing such information as required by Utah Code 16-10a-1101, is set forth in “Exhibit A”, attached hereto and made a part hereof.

 

ARTICLE IV - Manner of Adoption & Vote of Surviving Corporation (must complete Section 1 or 2)

 

Section 1

o Shareholder vote not required.

The merger/ share exchange was adopted by the incorporators or board of directors without shareholder action and shareholder action was not required.

 

 

 

Date:

 

07/30/2004

 

Receipt Number:

 

1212433

 

Amount Paid:

 

$103.00

 



 

Section 2

ý Vote of shareholders (complete either A or B)

The designation (i.e., common, preferred or any classification where different classes of stock exist), number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the merger / share exchange and the number of votes of each voting group represented at the meeting is set forth below:

 

A. written consent executed on July 5, 2004.

 

B. Vote of shareholders during a meeting called by the Board of Directors.

 

 

 

TOTAL

 

A

 

B

 

C

 

Designation of each voting group (i.e. preferred and common)

 

 

 

 

 

 

 

 

 

Number of outstanding shares

 

9,607,000

 

 

 

 

 

 

 

Number of votes entitled to be cast

 

9,607,000

 

 

 

 

 

 

 

Number of votes represented at meeting

 

6,405,000

 

 

 

 

 

 

 

Shares voted in favor

 

6,405,000

 

 

 

 

 

 

 

Shares voted against

 

0

 

 

 

 

 

 

 

 

ARTICLE V - Manner of Adoption & Vote of Non-surviving Corporation (must complete Section 1 or 2)

 

Section 1

o Shareholder vote not required.

The merger/ share exchange was adopted by the incorporators or board of directors without shareholder action and shareholder action was not required.

 

Section 2

ý Vote of shareholders (complete either A or B)

The designation (i.e., common, preferred or any classification where different classes of stock exist), number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the merger / share exchange and the number of votes of each voting group represented at the meeting is set forth below:

A. Unanimous written consent executed on July 5, 2004 and signed by all shareholders entitled to vote.

B. Vote of shareholders during a meeting called by the Board of Directors.

 

 

 

TOTAL

 

A

 

B

 

C

 

Designation of each voting group (i.e. preferred and common)

 

 

 

 

 

 

 

 

 

Number of outstanding shares

 

 

 

 

 

 

 

 

 

Number of votes entitled to be cast

 

 

 

 

 

 

 

 

 

Number of votes represented at meeting

 

 

 

 

 

 

 

 

 

Shares voted in favor

 

 

 

 

 

 

 

 

 

Shares voted against

 

 

 

 

 

 

 

 

 

 

In Witness Whereof, the undersigned being the President and Chief Executive Officer of the surviving corporation executes these Articles of Merger / Share Exchange and verifies, subject to penalties of perjury that the statements contained herein are true, this 30 day of July, 2004

 

/s/ Stan Yakatan

 

Stan Yakatan

Signature

 

Printed Name

 

 

 

Mail In: PO Box 146705

 

 

Salt Lake City, UT 84114-6705

 

Walk In: 160 East 300 South, Main Floor

 

Information Center: (801) 530-4849

 

Toll Free: (877) 526-3994 (within Utah)

 

Fax: (801) 530-6438

 

Web Site: http://www.commerce.utah.gov

 

 

Under GRAMA (63-2-201), all registration information maintained by the Division is classified as public record. For confidentiality purposes, the business entity physical address may be provided rather than the residential or private address of any individual affiliated with the entity.

 

Revised 09/02