ARTICLES OF MERGER
THESE ARTICLES OF MERGER, dated as of April __, 1998, are entered into by and
between Viking Broadcasting Corporation, a Utah corporation ("Viking"), and
Meditecnic, Inc., a Nevada corporation ("Meditecnic"), to effectuate the merger
of Viking with and into Meditecnic (the "Merger"). Viking and Meditecnic are
hereinafter collectively referred to as the "Constituent Corporations."
Meditecnic is sometimes hereinafter referred to as the "Surviving Corporation."
RECITALS
A. Viking owns all of the outstanding 100 shares of common stock of Meditecnic,
which is the only class outstanding (the "Viking Common Stock"). Meditecnic has
authorized 50,000,000 shares of Common Stock, $.001 value (the "Meditecnic
Common Stock") and 10,000,000 shares of preferred stock, including 1,000 shares
of series A preferred stock, none of which are outstanding.
B. Meditecnic and Viking have agreed that Meditecnic and Viking
shall merge, with Meditecnic to be the Surviving Corporation.
C. Viking has authorized 50,000,000 shares of Common Stock, which is the only
class of authorized stock, of which 50,000,000 shares issued and outstanding
(Viking "Common Stock") after giving effect to a 1-for-100 reverse split, and
options to purchase 20,000,000 shares of Common Stock at $.20 per share
("Options"), and 1,000 Special Rights.
D. In respect of Meditecnic, Viking, as the sole shareholder of
Meditecnic, has approved the Merger.
E. In respect of Viking, the Merger was approved by shareholders holding
_______ shares of Viking Common Stock acting by consent action as permitted by
Section 16-10a-704 of the Utah Revised Business Corporation Act.
F. The number of votes cast by shareholders of Viking and
Meditecnic was sufficient for the approval of the Merger.
NOW, THEREFORE, in order to prescribe (a) the terms and conditions of the
Merger; (b) the method of carrying the same into effect; (c) the manner and
basis of converting and exchanging the shares of Viking Common Stock into shares
of Meditecnic Common Stock; and (d) such other details and provisions as are
deemed necessary or desirable; and in consideration of the foregoing recitals
and the agreements, provisions and covenants herein contained, Meditecnic and
Viking hereby agree as follows:
1. Effective Date. The Merger shall become effective upon
the filing of a copy of these Articles of Merger with the Secretary
of State of Utah, as required by Section 16-10a-1105 of the Utah
Revised Business Corporation Act, and the Secretary of State of
Nevada, as required by Section 92A.200 of the Nevada General
Corporation Law. The date and time on which the Merger becomes
effective is hereinafter referred to as the "Effective Date."
2. Merger. At the Effective Date, Viking shall merge with and into
Meditecnic with Meditecnic being the Surviving Corporation and the separate
corporate existence of Viking shall cease. The corporate identity, existence,
purposes, franchises, powers, rights and immunities of Viking at the Effective
Date shall be merged into Meditecnic which shall be fully vested therewith.
Meditecnic shall be subject to all of the debts and liabilities of Viking as if
Meditecnic had itself incurred them and all rights of creditors and all liens
upon the property of each of the Constituent Corporations shall be preserved
unimpaired, provided that such liens, if any, upon the property of Meditecnic
shall be limited to the property affected thereby immediately prior to the
Effective Date.
3. Articles of Incorporation. At the Effective Date, the
Articles of Incorporation of Meditecnic shall be the Articles of
Incorporation of the Surviving Corporation.
4. Effect of Merger on Outstanding Shares, Options and
Warrants.
(a) Surviving Corporation Shares. Each ten shares of Viking Common Stock issued
and outstanding immediately prior to the Effective Date of the Merger shall
convert into on shares of Meditecnic Common Stock.
(b) Disappearing Corporation Shares. At the Effective Date, each
of the 100 previously issued and outstanding shares of Meditecnic
Common Stock shall be canceled and cease to be outstanding.
(c) Warrants, Options and Other Derivative Rights. At the Effective Date, each
ten Options to be converted into the right to acquire one share of Surviving
Corporation Common Stock and each one Special Right of Viking shall be converted
into one share of Meditecnic Series A Preferred Stock. The applicable exercise
price of the Options shall be equitable adjusted by multiplying such exercise or
conversion price by ten. No fractional shares shall be issued, but any
fractional share shall be rounded to the nearest whole share.
5. Surrender of Share Certificates. After the Effective Date, each holder of an
outstanding certificate which prior to the Effective Date evidenced Viking
Common Stock shall surrender the same, duly endorsed as Meditecnic may require,
to Meditecnic or its designated agent for cancellation. Thereupon such holder
shall receive in exchange therefor a certificate or certificates representing
the number of full shares of Meditecnic Common Stock to which such holder shall
be entitled as provided in Section 4(a) hereof and shall also be entitled to
receive dividends on each such share of Meditecnic Common Stock in an amount and
to the extent provided in Section 6(a) hereof.
6. Status of Meditecnic Common Stock After the Effective Date.
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(a) After the Effective Date, until surrendered in accordance with Section 5
hereof, each outstanding certificate which prior to the Effective Date
represented shares of Viking Common Stock, shall be deemed for all corporate
purposes (subject to the further provision of this Section 6(a)) to evidence
Meditecnic Common Stock in accordance with the terms of these Articles of
Merger. After the Effective Date, there shall be no further registry of
transfers on the records of Viking Common Stock outstanding immediately prior to
the Effective Date, and, if certificates representing such shares are presented
to Meditecnic, they shall be canceled, and the holder thereof shall be entitled
to receive Meditecnic Common Stock in accordance with the terms of these
Articles of Merger. No dividends or distributions will be paid to persons
entitled to receive certificates for shares of Meditecnic Common Stock until
such persons shall have surrendered their Viking Common Stock certificates in
accordance with Section 5 hereof; provided, however, that when such certificates
shall have been so surrendered in exchange for shares of Meditecnic Common
Stock, there shall be paid to the holders thereof, but without interest thereon,
all dividends and other distributions payable subsequent to and in respect of a
record date after the Effective Date on the shares of Viking Common Stock for
which such certificates shall have been so exchanged. Holders of certificates
for shares of Viking Common Stock shall not be entitled, as such, to receive any
dividends unless and until they have exchanged those certificates for
certificates representing shares of Viking Common Stock as provided herein.
(b) If any certificate of Meditecnic Common Stock is to be issued in a name
other than that in which the certificate for the Viking Common Stock surrendered
in exchange is registered, it shall be a condition of such exchange that the
certificate so surrendered shall be properly endorsed and otherwise in proper
form for transfer and that the person requesting such exchange shall (i) pay any
transfer or other taxes required by reason of the issuance of such Meditecnic
Common Stock in any name other than that of the registered holder of the
certificates surrendered or (ii) establish to the satisfaction of Meditecnic or
its designated agent that such tax has been paid or is not applicable.
7. Other Provisions.
(a) Governing Law;. These Articles of Merger shall be governed
by and construed in accordance with the laws of the State of
Nevada.
(b) Counterparts. These Articles of Merger may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original
instrument, but all of such counterparts together shall constitute but one
agreement.
(c) Further Assurances. Each Constituent Corporation shall from
time to time upon the request of the other Constituent Corporation,
execute and deliver and file and record all such documents and
instruments and take all such other action as such corporation may
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request in order to vest or evidence the vesting in Viking of title to and
possession of all rights, properties, assets and business of Viking to the
extent provided herein, or otherwise to carry out the full intent and purpose of
these Articles of Merger.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of Merger to
be executed on behalf of the Constituent Corporations as of the day and year
first above written.
MEDITECNIC, INC. VIKING BROADCASTING CORPORATION
By: By:
Xxxxxx Xxxxxx Xxxxxx Xxxxxx
President President
By: By:
Jehu Hand Jehu Hand
Assistant Secretary Assistant Secretary
STATE OF CALIFORNIA }
} ss.
COUNTY OF ORANGE }
On ____________, 1998, before me, _____________________, personally
appeared Xxxxxx Xxxxxx, personally known to me, to be the President of
Meditecnic, Inc., whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature ________________________ (Seal)
STATE OF CALIFORNIA }
} ss.
COUNTY OF ORANGE }
On ____________, 1998, before me, _____________________, personally
appeared Xxxxxx Xxxxxx, personally known to me, to be the President of Viking
Broadcasting Corporation, whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
persons acted, executed the instrument.
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WITNESS my hand and official seal.
Signature ________________________ (Seal)
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