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Electronic Filing Cover Sheet
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(((H06000200830 3)))
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To:
Division of Corporations
Fax Number : (850)205-03B0
From:
Account Nama CORPORATION SERVICE COMPANY
Account Number 120000000295
Phone :,(B50)521-1000
Fax Number (850)559-1525
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MERGER. OR SHARE EXCHANGE
BUREAU VEWTAS NORTH AMERICAN, INC.
of Status
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578.75
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AUG. -10' 06 (THU) 09:43 TEL: 850 558 1525 _ P. 002
H06000200830 3
ARTICLES OF MERGER 06 'AUG
(Profit Corporations) S� 1O
Iq cR A�j
The fallowing articles of merger are submitted in accordance with the Florida Husine4d Opt d t' n Aci, .3' �2
pursuant to section 607.1 10S, Florida Statutes. SScFF(�r,�TF
First; The name and jtuisdicdon of the Ani corporation:
►M
Aidsdiction Dog== Number
(1f k=%W applicable)
Bateau Veritas North America, Inc. Delaware F03000001639
Second: The name and jurisdiction of each merai» corporation:
Name
Jurisdiction Documerrt Number
(If known/ applicable)
Professional Engineering & Inspection Florida
Company, Inc.
750550
Third: The PIan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida
Department of State.
QR_ / (Enter a spaeifto date. NOTE: An effcctivc date cannot be prior to the date of filing at marc
than 90 days after merger file date.)
Fifth: Adoption of Merger byus rviyins corporation - (COMPLETE ONLY ONE STATEMENT)
The Plan of Merger was adopted by the shareholders of the surviving corporation an July 31, 2006
The Plan of Merger was adopted by the board of directors of the surviving corporation on
and shareholder approval was not required.
Sixth: Adoption of Merger by mewrgine corporations) (eoMpLFTlE ONLY on sTATE1VI1 xD
The Plan of Merger was adopted by the shareholders of the merging corporation(s) on July 31.2006
The Plan of Merger was adopted by the board of directors of the merging corporation(s) on
and shareholder approval was not required.
(Attach additional sheets if necessary)
H06000200sio 5
AUG. -I0' 06(THU) 09:44
Seventh: SIGNATUPXS FOlt LrACH CORPORATION
Namg-af Gly aration Stature of an Officer or
Dirmtor
Bureau Veritas North ��"�
dm ;cica, Inc. y, '=--a _
Professional Engineering !''� -►---^
& Ingpoct&gA CMany.
Inc.
TEL:850 558 1525 P. 003
)L06000200830 3
Riohord Tong, Vico President
Hurton K. I•Wmes, Secretary
H06000200830 3
AUG. -10' 06 (THU) 09, 44 TEL: 850 558 1525 P. 004
'R060002-00830 3
AGREEMENT AND PLAN OF MERGER
OF
PROFESSIONAL 'ENGMERING & INSPECTION COMPANY, INC.
(a Florida corporation)
and
BUREAU VERITAS NORTH AMERICA, INC,
(a Delaware corporation)
AGREEMENT AND PLAN OF M]MGER entered into on July 24, 2OD6 by
PROFESSIONAL ENGRIBER7NG & INSPBCITON COMPANY, INC. ("PEICO"), a Florida
corporation, and approved by resolution adopted by its Board of Directors on said date, and
BUREAU VERITAS NORTH AMERICA, INC. ("BVNA"). a Delaware corporation, and
approved by resolution adopted by its Board of Directors on said date.
WHEREAS, PEICO is a business corporation of the State of Florida with its
principal office therein located at 11860 West State Road 84, Suite 1. City of Fort LaudettWe,
County of Bzoward; and
WHEREAS, the tout number of shams of stock which PECO has authority to
issue is One Thousand (1,000), all of which ate of one class and of a par value of $1.00 each, and
the total number of such shares which are issued end outstanding is Five Hundtryd (500); and
WHrRYAS, BVNA is a business corpatation of the State of Delaware with its
registered office therein located at 2711 Centerville Road, Suite 400, City of Wilmington. County
of New Castle; and
WHEREAS, the total number of sham of stork which BVNA has authority to
issue is 1,000. all of which are of one class and of a par value of $1.00 each, and the total number of
such shares which ate issued and outstanding is One Hundred (100); and
WHEREAS, the Florida Business Corporation Act permits a merger of a business
corporation of the State of Florida with and into a business corporation of another jurisdiction, and
WHEREAS, the General Corporation Law of the State of Delaware permits the
merger of a business corporation of another jurisdiction with and into a business corporation of the
State of Delaware, and
WEE10W, PMCO and BVNA and the respective Boards of Directors thereof
declare it advisable and to the advantage, welfare, and best interests of said corporations and their
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J006000200830 3
AUG. -10' 06 (THU) 09:44 TEL:850 558 1525 P. 005
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respective stockholders to merge PEICO with and into BVNA pursuant to the provisions of the
Florida Business Corporation Act and pursuant to the provisions of the General Corpeaation Law of
the State of Delaware upon the tenns and conditions hereinafter set forth;
NOW, THERMRE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by PEICO and approved by a
resolution adopted by its Board of Directors and being thereunto duly enter into by BVNA and
approved by a resolution adopted by its Board of Directors, the Agreement and Plan of Merger and
the terms and conditions thereof and the mode of carrying the same into effect, together with any
provisions requited or permitted to be set forth therein, are hereby dctcrtn ned and agreed upon as
hereinafter in this Agreeement and Plan set forth.
1. PEICO and BVNA shall, pursuant to the provisions of the Florida Business
Corporation Act and the provisions of the General Corporation Law of the State of Delaware, be
merged with and into a single corporation, to wit, BVNA, which shall be the surviving corporation
from and after the effective time of the merger, and which is sometimes hereinafter referred to as
the "surviving corporation," and which shall continue to exist as said surviving corporation under
its present name pursuant to the provisions of the General Corporation Law of the State of
Delaware. The separate existence of PECO, which is sometimes hereinafter referred to as the
"terminating corporation," shall cease at said effective time in accordance with the provisions of the
Florida Business Corporation Act.
2. The present Certificate of Incorporation, as amended, of the surviving
corporation shall continue to be the Certificate of Incorporation of said surviving corpmution until
amended and changed pursuant to the provisions of the General Corporation Law of the Stare :of
Delaware.
3. The present bylaws of the surviving corporation shall be the bylaws of said
surviving corporation and will continue in full farce and effect until changed, altered or amended as
therein provided and in the trratmer prescribed by the provisions of the C,cnmW Corporation Law of
the State of Delaware.
4. The directors and officers in office of the surviving corporation at the effective
time of the merger shall be the members of the first Hoard of Directors and the first officers of the
surviving corporation, all of whom shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the surviving corporation.
5. Each issued and outstanding share of the terminating corporation shall, at the
effective time of the merger, be cancelled and retired and Cease to exist, and no coarsideration shall
be delivered in exchange therefor. The issued and outstanding shares of the surviving corporation
shall not be converted or exchanged in any manner, or be entitled to the payment or delivery of any
US,.sasl'c I boadl as8. l
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206000200830 3
AUG. -10' 06 (THU) 09:45
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TEL : 850 558 1525 P. 006
806000200830 3
consideration in exchange therefor, but each said share which is issued and outstanding as of the
effective date of the merger shall continue to rapzwent one issued and outstanding sham of the
surviving corporation.
6. In the event that this Agreement and Flan of IVieW shall have been fully
Approved and adopted an behalf of the terminating corporation in accordance with the prQvWons of
the Florida Business Corporation Act and on behalf of the surviving corporation in accordance with
the provisions of the General Corporation Law of the State of Delaware, the said oorporndons agree
that they will cause to be executod and filed and recorded any document or documents prescribed
by the laws of the State of Florida and by the laws of the State of Delftware and that they wiR cause
to be performed all necessary acts within the Stats of Florida and the Stmt of Delawam and
elsewhere to effectuate the merger herein provided for.
7. The Hoard of Directors and the, proper officers of the terminating corporation and
of the surviving carparation are hereby authorized, empowered, and directed to do any and all acts
and things, and to malas, 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 provi sines of this Agreement and PIan of Merger or of the merger hermin provided fiat.
8. This Agreement and Plan of Merger and the merger herein agreed upon shall
become affective in the State of Delaware upon the filing of a Certificate of Merger of Professional
Engineering & Inspection Company, Inc. and. Bureau Veritas North America, Inc. with the
Secretary of State of the State of Delaware.
IN WTl'NM WHEREOF, this Agreement and Plan of Merger is hereby executed
upon behalf of each of the constituent ompotations parties thereto.
BtMEAU VER,iCAS NORTH AMMCA, INC.
By: /sf Richw3il ne
Name: Richard Tong
Title: Vice president
PROMSSICNAL ENOINEERING & INSPECTION
COMPANY, INC.
By: /s/ Burton K. Haimes
Name: Burton K. Haines
Title: Secretary
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