exv4w2



 


Exhibit 4.2


ARTICLES OF MERGER

OF

COMPEX TECHNOLOGIES, INC.

WITH AND INTO

REHABILICARE INC.



     Pursuant to Section 302A.621 of the Minnesota Business Corporation Act,
the Minnesota parent business corporation hereinafter named does hereby certify
that:


     FIRST: The name of the subsidiary corporation, which is a business
corporation of the State of Minnesota, is Compex Technologies, Inc.
(“Subsidiary”).


     SECOND: The name of the parent corporation, which is a business
corporation of the State of Minnesota, and which is to be the surviving
corporation, is Rehabilicare Inc. (“Parent”).


     THIRD: The number of outstanding shares of Subsidiary is 100, all of
which are of one class, and all of which are owned by Parent.


     FOURTH: The following is the Plan of Merger for merging Subsidiary with
and into Parent as approved by the Board of Directors of Parent in the manner
prescribed by Section 302A.621 of the Minnesota Business Corporation Act on
December 12, 2002.



		
	 	1. Parent, which is a business corporation of
the State of Minnesota and is the owner of all
of the outstanding shares of Subsidiary, which
is also a business corporation of the State of
Minnesota, hereby merges Subsidiary with and
into Parent pursuant to the provisions of the
Minnesota Business Corporation Act.




		
	 	2. The separate existence
of Subsidiary will cease upon the
effective date of the merger pursuant to the
provisions of the Minnesota Business Corporation
Act; and Parent will continue its existence as
the surviving corporation pursuant to the
provisions of the Minnesota Business Corporation
Act; provided, however, that upon the
effectiveness of the merger, Article I of the
articles of incorporation of Parent will be
amended to read in its entirety as follows:




		
	 	     The name of this corporation is Compex
Technologies, Inc.




		
	 	3. The issued shares of Subsidiary will not be
converted in any manner, but each such share
which is issued as of the effective date of the
merger will be surrendered and extinguished.




		
	 	4. The issued shares of Parent will not be
converted in any manner, but each such share
which is issued as of the effective date of the
merger will continue to represent one issued
share of Parent.




		
	 	5. The Board of Directors and the proper
officers of Parent are hereby authorized,
empowered, and directed to do any and all acts
and things, and to make, execute, deliver, file
and/or record any and all instruments, papers
and documents which may be or become necessary,
proper or convenient to carry out or implement
any of the provisions of this Plan of Merger or
of the merger herein provided for.



 






 





     FIFTH: Parent will continue its existence as the surviving corporation
pursuant to the provisions of the Minnesota Business Corporation Act; provided,
however, that upon the effectiveness of the Merger, Article I of the articles
of incorporation of Parent will be amended to read in its entirety as set forth
in the Plan of Merger included in Article FOURTH above.


     SIXTH: The Merger will be effective as of December 16, 2002.


     Dated as of this 12th day of December, 2002.



	 	 	 
	 	 	
REHABILICARE INC.
	 	 	 
	 	 	
By /s/ Dan W. Gladney
	 	 	


	 	 	
Name: Dan W. Gladney
	 	 	
Title: Chief Executive Officer