Worldwide Xceed Group Inc – ‘8-K’ for 1/14/98 – EX-2

As of:  Friday, 1/29/99   ·   For:  1/14/98   ·   Accession #:  1012118-99-18   ·   File #:  0-13049   ·   Correction:  This Filing was Corrected by the SEC on 2/4/99. ®

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     13K 
 3: EX-2        (J) Cert. of Merger of Reset, Inc. Into Xceed Inc.     2      6K 
 2: EX-2        (K) Cert. of Merger of Mercury Seven Into X-Ceed       2      6K 
 4: EX-20       (G) Notice of Redemption Dated January 22, 1999        3     12K 

EX-2   —   (K) Cert. of Merger of Mercury Seven Into X-Ceed

EX-2
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 CERTIFICATE OF MERGER

of

 MERCURY SEVEN, INC.

Into

X-CEED, INC.

 Pursuant to Section 251(c) of the
 State of Delaware General Corporation Law

                  The undersigned, being the Surviving corporation,  hereby sets
forth as follows:                                                               

     FIRST: The name of the Surviving corporation is X-ceed, Inc.;  its state of
incorporation is Delaware.                                                      

     SECOND:   The name of the Non-Surviving corporation is Mercury Seven, Inc.;
its state of incorporation is Delaware.                                         

THIRD: An Agreement of Merger has been approved, adopted, certified,  
executed and acknowledged by each constituent corporation in accordance with    
Section 251 of the State of Delaware General Corporation Law.                   

     FOURTH:  (a)  The Certificate of Incorporation of X-ceed, Inc. shall be the
Certificate of Incorporation of the Surviving corporation.                      

            (b)     The amendment in the Certificate of Incorporation of the
Surviving Corporation that is to be effected by this Merger is as follows:      

  Paragraph FIRST of the Certificate of Incorporation of
         X-ceed, Inc. setting forth the name is to be changed to Xceed
Inc.                                                

    FIFTH: The executed Agreement of Merger is on file at the principal place of
business of the Surviving corporation;  the address of said principal place of  
business is as follows:                                                         
488 Madison Avenue
New York, New York 10022

EX-2
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
    SIXTH:  A copy of the Agreement of Merger will be furnished by the Surviving
corporation, on request and without cost, to any stockholder of any constituent 
corporation.                                                                    

    SEVENTH: The authorized capital stock of the Non-Surviving corporation which
is incorporated under the laws of the State of Delaware is 100 shares of Common 
Stock, no par value per share.                                                  

 IN WITNESS WHEREOF, this Certificate is hereby executed this 8th day of
January, 1999.                                                                  

          X-CEED, INC.
                   Surviving Corporation

                  By: /s/ Werner Haase
                                           Werner Haase, Chief Executive Officer

 2