Date
of Report (Date of Earliest Event Reported):
|
October 4,
2010
|
INVIVO THERAPEUTICS HOLDINGS
CORP.
|
(Exact
name of registrant as specified in its
charter)
|
Nevada
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000-52089
|
36-4528166
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
||
100
Europa Drive, Suite 455, Chapel Hill, NC 27517
|
||||
(Address
of principal executive offices)
|
||||
(919)
933-2720
|
||||
(Registrant’s
telephone number, including area code)
|
||||
Design
Source, Inc.
|
||||
(Former
name, former address and former fiscal year, if changed since last
report)
|
INVIVO
THERAPEUTICS HOLDINGS CORP.
|
||
Date:
October 6, 2010
|
By:
|
/s/ Peter A. Reichard
|
Name:
Peter A. Reichard
|
||
Title:
Chief Executive Officer
|
Exhibit No.
|
Description
|
|
2.1
|
Articles
of Merger as filed with the Nevada Secretary of State on October 4,
2010
|
|
2.2
|
Agreement
and Plan of Merger, dated October 4, 2010, by and between Design Source,
Inc. and InVivo Therapeutics Holdings
Corp.
|
|
Filed
in the office of
/s/
Ross Miller
Ross
Miller
Secretary
of State
State
of Nevada
|
Document
Number
|
20100747316-61
|
||
Filing
Date and Time
|
||
10/04/2010
2:20 PM
|
||
Entity
Number
|
||
C7829-2003
|
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
1
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
1)
|
Name
and jurisdiction of organization of each constituent entity (NRS
92A.200):
|
|
¨
|
If
there are more than four merging entities, check box and attach an 81/2" x
11" blank sheet containing the required information for each additional
entity from article one.
|
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
2
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
2)
|
Forwarding
address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1
90):
|
3)
|
(Choose
one)
|
|
¨
|
The
undersigned declares that a plan of merger has been adopted by each
constituent entity (NRS 92A.200).
|
|
x
|
The
undersigned declares that a plan of merger has been adopted by the parent
domestic entity (NRS 92A.180)
|
4)
|
Owner's
approval (NRS 92A.200) (options a, b, or c must be used, as applicable,
for each entity)
|
|
¨
|
if there are more than four
merging entities, check box and attach an 8 ½ " x 11" blank sheet
containing the required information for each additional entity from the
appropriate section of article
four.
|
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
3
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
4
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
5
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
5)
|
Amendments,
if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS
92A.200)*:
|
6)
|
Location
of Plan of Merger (check a or b):
|
¨
|
(a)
The entire plan of merger is
attached;
|
x
|
(b)
The entire plan of merger is on file at the registered office of the
surviving corporation, limited-liability company or business trust, or at
the records office address if a limited partnership, or other place of
business of the surviving entity (NRS
92A.200).
|
7)
|
Effective
date (optional)**:
|
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
6
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
8)
|
Signatures·
Must be signed by: An officer of each Nevada corporation; All general
partners of each Nevada limited partnership; All general partners of each
Nevada limited-liability limited partnership; A manager of each Nevada
limited-liability company with managers or one member if there are no
managers; A trustee of each Nevada business trust (NRS
92A.230)*
|
|
¨
|
if
there are more than four merging entities, check box and attach an 8 ½ " x
11" blank sheet containing the required information for each additional
entity from article eight:
|
InVivo
Therapeutics Holdings Corp.
|
X
/s/ Peter A.
Reichard
|
Chief Executive Officer
|
October
4, 2010
|
Signature
|
Title
|
Date
|
X
|
||
Signature
|
Title
|
Date
|
X
|
||
Signature
|
Title
|
Date
|
X
|
||
Signature
|
Title
|
Date
|
X
/s/ Peter A.
Reichard
|
Chief Executive Officer
|
October
4, 2010
|
Signature
|
Title
|
Date
|
A.
|
InVivo
Sub is a wholly-owned subsidiary of
DSGS;
|
B.
|
The
boards of directors of InVivo Sub and DSGS deem it advisable and in the
best interests of their respective companies and shareholders that InVivo
Sub be merged with and into DSGS, with DSGS remaining as the surviving
corporation under the name “InVivo Therapeutics Holdings
Corp.”;
|
C.
|
The
board of directors of InVivo Sub has approved the plan of merger embodied
in this Agreement; and
|
D.
|
The
board of directors of DSGS has approved the plan of merger embodied in
this Agreement.
|
|
(a)
|
the
Articles of Merger, in substantially the form previously circulated among
the Board of Directors of DSGS and InVivo Sub, that the parties hereto
intend to deliver to the Secretary of State of the State of Nevada, are
accepted and declared effective by the Secretary of State of the State of
Nevada; and
|
|
(b)
|
after
satisfaction of the requirements of the laws of the State of
Nevada.
|
DESIGN
SOURCE, INC.
|
|
By:
|
/s/ Peter A Reichard
|
Peter
A. Reichard
|
|
President
and Chief Executive Officer
|
|
INVIVO
THERAPEUTICS HOLDINGS CORP.
|
|
By:
|
/s/ Peter A Reichard
|
Peter
A. Reichard
|
|
President
and Chief Executive Officer
|