EXHIBIT 3.3
PLAN AND AGREEMENT OF MERGER
OF
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
(A NORTH DAKOTA CORPORATION)
AND
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
(A NEVADA CORPORATION)
PLAN AND AGREEMENT OF MERGER entered into on June 12, 2003, by
and between VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North
Dakota corporation ("VEII-North Dakota"), and VOYAGER
ENTERTAINMENT INTERNATIONAL, INC., a Nevada corporation ("VEII-
Nevada").
WHEREAS, VEII-North Dakota is a business corporation of the State
of North Dakota with its registered office therein located at
0000 Xxxxxxxx Xx., Xxxxxxx, Xxxxx Xxxxxx 00000; and
WHEREAS, the total number of shares of stock which VEII-North
Dakota has authority to issue is 150,000,000, of which
100,000,000 are common stock, $.001 par value per share, and
50,000,000 are preferred stock, $.001 par value per share; and
WHEREAS, VEII-Nevada is a business corporation of the State of
Nevada with its registered office therein located at 0000 Xxxx
Xxxx Xxx., Xxx Xxxxx, Xxxxxx 00000; and
WHEREAS, the total number of shares of stock which VEII-Nevada
has authority to issue is 250,000,000, of which 200,000,000 are
common stock, $.001 par value per share, and 50,000,000 are
preferred stock, $.001 par value per share; and
WHEREAS, the North Dakota Business Corporation Act permits a
merger of a business corporation of the State of North Dakota
with and into a business corporation of another jurisdiction; and
WHEREAS, the General Corporation Law of the State of Nevada
permits the merger of a business corporation of another
jurisdiction with and into a business corporation of the State of
Nevada; and
WHEREAS, VEII-North Dakota and VEII-Nevada and the respective
Boards of Directors thereof declare it advisable and to the
advantage, welfare, and best interests of said corporations and
their respective stockholders to merge VEII-North Dakota with and
into VEII-Nevada pursuant to the provisions of the North Dakota
Business Corporation Act and pursuant to the provisions of the
General Corporation Law of the State of Nevada upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreement of the parties hereto hereby determine and agree
as follows.
ARTICLE I
MERGER
1.1. CONSTITUENT CORPORATIONS. The name, address and
jurisdiction of organization of each of the constituent
corporations are set forth below.
A. Voyager Entertainment International, Inc., a
corporation organized under and governed by the laws of the
State of North Dakota with a principal place of business at
0000 Xxxx Xxxx Xxx., Xxx Xxxxx, Xxxxxx 00000 (the
"terminating corporation").
B. Voyager Entertainment International, Inc., a
corporation organized under and governed by the laws of the
State of Nevada with a principal place of business at 0000
Xxxx Xxxx Xxx., Xxx Xxxxx, Xxxxxx 00000 (the "surviving
corporation").
1.2. SURVIVING CORPORATION. Voyager Entertainment
International, Inc., a Nevada corporation, shall be the surviving
corporation. The principal place of business, officers and
directors of Voyager Entertainment International, Inc. shall
survive the merger and be the principal place of business,
officers and directors of the surviving corporation. The
Articles of Incorporation and bylaws of the Surviving Corporation
will be in a form consistent with Nevada law and the Articles of
Incorporation will provide for an increase in the authorized
$.001 par value common stock of the corporation from 100,000,000
to 200,000,000 shares.
1.3. MERGER. On the Effective Date (as hereinafter set
forth) and subject to the terms and conditions of this Agreement,
the applicable provisions of the North Dakota Business
Corporation Act ("North Dakota Law"), and the applicable
provisions of Title 7, Chapter 78 of the Nevada Revised Statutes
("Nevada Law"), VEII-North Dakota is merged with and into VEII-
Nevada. The separate existence of VEII-North Dakota shall cease
on and after the Effective Date.
ARTICLE II
EXCHANGE AND CONVERSION OF SHARES
2.1. CONVERSION OF CAPITAL STOCK.
A. On the Effective Date, each issued and outstanding
share of the common stock, $.001 value per share, of VEII-
North Dakota shall be converted into the right to receive
one (1) fully paid and non-assessable share of the common
stock, $.001 par value per share, of VEII-Nevada.
B. On the Effective Date, each issued and outstanding
share of the preferred stock of any series or class of VEII-
North Dakota shall be converted into the right to receive
one fully paid and non-assessable share of preferred stock,
$.001 par value per share, of VEII-Nevada with substantially
identical rights and preferences.
2.2. FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued by VEII-Nevada as
a result of the merger. Each fractional share that would
otherwise result from the merger shall be cancelled and returned
to the authorized and unissued
capital stock of VEII-Nevada and a full share of VEII-Nevada
common stock, $.001 par value per share, shall be issued in its
place.
2.3. NO MANDATORY EXCHANGE. It will not be necessary for
shareholders of the VEII-North Dakota to exchange their existing
stock certificates for certificates of VEII-Nevada. Outstanding
stock certificates of the Company should not be destroyed or sent
to the surviving corporation.
2.4. EXISTING SHARES. Prior to the merger, no shares of
common or preferred stock of VEII-Nevada had been issued.
ARTICLE III
ADDITIONAL COVENANTS AND AGREEMENTS
3.1. OUTSTANDING OPTIONS AND WARRANTS. Except to the extent
otherwise provided in outstanding options, warrants, and other
rights to purchase shares of the common stock, $.001 par value
per share, of VEII-North Dakota, each option, warrant or other
right to purchase shares of the common stock, $.001 par value per
share, of VEII-North Dakota, shall be exercisable to purchase
shares of VEII-Nevada on the same terms and conditions.
3.2. SUBMISSION TO SERVICE IN NORTH DAKOTA. VEII-Nevada
agrees that it may be served with process in the State of North
Dakota in any proceeding for enforcement of any obligation of a
constituent corporation and in a proceeding for the enforcement
of the rights of a dissenting owner of an ownership interest of a
constituent corporation against the surviving foreign
corporation, and irrevocably appoints the Secretary of State of
North Dakota as its agent to accept services of process in any
such suit or proceeding. Any such process may be forwarded to the
surviving foreign corporation in care of Xxxxxxx X. Xxxxxxxx,
Xx., 0000 Xxxx Xxxx Xxx., Xxx Xxxxx, Xxxxxx 00000.
3.3 DISSENTING OWNERS. The parties hereto agree that it will
promptly pay to the dissenting owners of ownership interests of
VEII-North Dakota the amount, if any, to which they are entitled
under Section 10-19.1-88 of the North Dakota Business Corporation
Act.
3.4. COOPERATION. In the event that this Agreement is
approved and adopted by the stockholders of VEII-North Dakota in
accordance with North Dakota Law, the parties hereto agree that
they will cause to be executed and filed and recorded any
document or documents prescribed by North Dakota Law or Nevada
Law, and that they will cause to be performed all necessary acts
within the State of North Dakota and the State of Nevada and
elsewhere to effectuate the merger herein provided for.
3.5. ADDITIONAL ASSURANCES. VEII-North Dakota hereby
appoints the officers and directors, each acting alone, as its
true and lawful attorneys in fact to do any and all acts and
things, and to make, execute, deliver, file, and record any and
all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect
any of the provisions of this Agreement or of the merger herein
provided for.
ARTICLE IV
EFFECTIVE DATE
4.1. EFFECTIVE DATE. This merger shall be effective in the
State of North Dakota and the State of Nevada on the date a
certificate of merger meeting the requirements of North Dakota
Law, is filed with the Secretary of State of the State of North
Dakota.
4.2. TERMINATION. Notwithstanding the full approval and
adoption of this Agreement, the said Agreement may be terminated
by either party at any time prior to the filing thereof with the
Secretary of State of the State of Nevada.
4.3. AMENDMENT. Notwithstanding the full approval and
adoption of this Agreement, this Agreement may be amended at any
time and from time to time prior to the filing thereof with the
Secretary of State of the State of Nevada except that, without
the approval of the stockholders of VEII-North Dakota and the
stockholders of VEII-Nevada, no such amendment may (a) change the
rate of exchange for any shares of VEII-North Dakota or the types
or amounts of consideration that will be distributed to the
holders of the shares of stock of VEII-North Dakota; (b) change
any term of the Articles of Incorporation of VEII-Nevada; or (c)
adversely affect any of the rights of the stockholders of VEII-
North Dakota or VEII-Nevada.
ARTICLE V
MISCELLANEOUS
5.1. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which may have different signatures
and be signed at different times. When all parties have signed at
least one counterpart, each counterpart shall be deemed complete
and shall constitute the same instrument.
5.2. ENTIRE AGREEMENT. This Agreement and the is intended by
the parties to be the final expression of their agreement with
respect to the matter set forth herein and is intended to contain
all of the terms of such agreement without the need to refer to
other documents. There are no other understandings, written or
oral, among the parties with respect to the matter set forth
herein.
5.3. AMENDMENT. This Agreement may not be amended except by
a written instrument signed by the parties hereto.
IN WITNESS WHEREOF, this Agreement is hereby executed upon behalf
of each of the parties thereto this 12th day of June, 2003.
VOYAGER ENTERTAINMENT VOYAGER ENTERTAINMENT
INTERNATIONAL, INC. (North Dakota) INTERNATIONAL, INC.
(Nevada)
/s/ /s/
Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxxx X. Xxxxxxxx, Xx.,
President President
/s/ /s/
Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx,
Secretary Secretary
