Certificate of Merger of PharmChem Laboratories, Inc. into PharmChem, Inc.

Summary

This document certifies the merger of PharmChem Laboratories, Inc., a California corporation, into PharmChem, Inc., a Delaware corporation. PharmChem, Inc. is the surviving entity, and its Certificate of Incorporation remains in effect. The merger was approved by both companies in accordance with Delaware law. The principal office of the surviving corporation is in Menlo Park, California. Shareholders of either company can request a copy of the merger agreement at no cost.

EX-2.02 3 ex2-02.txt EXHIBIT 2.02 1 EXHIBIT 2.02 ENDORSED - FILED in the office of the Secretary of State of the State of California MAY 25 2000 BILL JONES, Secretary of State State of Delaware PAGE 1 Office of the Secretary of State --------------------------------------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "PHARMCHEM LABORATORIES, INC.", A CALIFORNIA CORPORATION, WITH AND INTO "PHARMCHEM, INC." UNDER THE NAME OF "PHARMCHEM, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF MAY, A.D. 2000, AT 4:30 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. /s/ EDWARD J. FREEL ----------------------------------- [DELAWARE SEAL] Edward J. Freel, Secretary of State ###-###-#### 8100M AUTHENTICATION: 0442658 001250109 DATE: 05-17-00 2 CERTIFICATE OF MERGER OF PHARMCHEM LABORATORIES, INC. INTO PHARMCHEM, INC. The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the name and state incorporation of each of the constituent corporations of the merger are as follows:
Name State of Incorporation ---- ---------------------- PharmChem Laboratories, Inc. California PharmChem, Inc. Delaware
SECOND: That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirement of Section 252 of the General Corporation Law of the State of Delaware. THIRD: That the name of the surviving corporation of the merger is PharmChem, Inc. FOURTH: That the Certificate of Incorporation of PharmChem, Inc., a Delaware corporation, the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation. FIFTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 1505A O'Brien Drive, Menlo Park, California, 94025. SIXTH: That a copy of the Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of either of the constituent corporations. [The remainder of this page is intentionally left blank] 3 SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:
Corporation Class Number of Shares PharmChem Laboratories, Inc. Common 10,000,000/no par value Preferred 2,000,000/no par value
IN WITNESS WHEREOF, PharmChem, Inc., has caused this Certificate of Merger to be executed by its duly authorized officer this 15th day of May 2000. PHARMCHEM, INC., a Delaware Corporation By: /s/ DAVID A. LATTANZIO ---------------------------------- David A. Lattanzio, Vice President -2-