Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - DAEGIS INC. | daegis_8k.htm |
| EX-3.2 - AMENDED AND RESTATED BYLAWS EFFECTIVE JULY 6, 2011 - DAEGIS INC. | exhibit3-2.htm |
| EX-99.1 - PRESS RELEASE DATED JULY 6, 2011 - DAEGIS INC. | exhibit99-1.htm |
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
DAEGIS INC.
WITH AND INTO
UNIFY CORPORATION
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
Unify Corporation (the “Company”), does hereby certify to the following facts relating to the merger (the “Merger”) of Daegis Inc., a Delaware Corporation (the “Subsidiary”), with and into the Company, with the Company remaining as the surviving corporation under the name of Daegis Inc.:
FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).
SECOND: The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary.
THIRD: The Board of Directors of the Company, by the following resolutions, duly determined on July 1, 2011 to merge the Subsidiary with and into the Company pursuant to Section 253 of the DGCL:
WHEREAS, the Company desires to change its name to Daegis Inc. (the “Name Change”) pursuant to Section 253(b) of the DGCL;
WHEREAS, in order to effect the Name Change, the Company desires to incorporate a corporation named Daegis Inc. (the “Subsidiary”) under the DGCL and to acquire one thousand (1,000) shares of common stock, par value $0.001 per share, of the Subsidiary (collectively, the “Incorporation”);
WHEREAS, following the effectiveness of the Incorporation, the Company will own all of the outstanding shares of the capital stock of the Subsidiary; and
WHEREAS, in order to effect the Name Change, the Board of Directors of the Company deems it advisable that the Subsidiary be merged with and into the Company (the “Merger”) pursuant to Section 253 of the DGCL following the effectiveness of the Incorporation.
NOW, THEREFORE, BE IT RESOLVED, that the Incorporation is hereby authorized and approved in all respects;
FURTHER RESOLVED, that following the Incorporation, the Company is hereby authorized to effect the Name Change by merging the Subsidiary with and into the Company pursuant to Section 253 of the DGCL;
FURTHER RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) shall remain unchanged and continue to remain outstanding as one share of Common Stock, held by the person who was the holder of such share of Common Stock immediately prior to the Merger;
FURTHER RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of Common Stock, par value $0.001 per share, of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof;
FURTHER RESOLVED, that the directors and officer of the Company immediately prior to the Merger shall continue to remain the directors and officers of the Company until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be;
FURTHER RESOLVED, that pursuant to Section 253(b) of the DGCL, upon the effective date of the Merger the corporate name of the Company shall be changed to Daegis Inc.;
FURTHER RESOLVED, that the Certificate of Incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article I thereof shall be amended in its entirety to read as follows:
“ARTICLE I
The name of the Corporation is Daegis Inc.”;
FURTHER RESOLVED, that the Bylaws of the Company as in effect immediately prior to the effective time of the Merger shall be amended and restated to reflect the Name Change;
FURTHER RESOLVED, that the officers of the Company be and they hereby are authorized and directed to do all acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Name Change, the Incorporation, and the Merger; and
FURTHER RESOLVED, that the officers of the Company be and they hereby are authorized and directed, following the effectiveness of the Incorporation, to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of consummating the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions.
FOURTH: The Company shall be the surviving corporation of the Merger.
FIFTH: The certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article I thereof shall be amended to read in its entirety as follows:
“ARTICLE I
The name of the Corporation is Daegis Inc.”
SIXTH: The merger is to become effective at 4:59 EST on July 6, 2011.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 5th day of July, 2011.
| UNIFY CORPORATION | |||
| By: | /s/ Todd E. Wille | ||
| Name: Todd E. Wille | |||
| Title: President and Chief Executive Officer | |||