Exhibit 8.1
Agreement and Plan of Reincorporation and Merger
Between Tantallon Capital, Inc. and
Workfire Technologies, Inc. dated August 31, 1998
AGREEMENT AND PLAN OF REINCORPORATION AND MERGER
This Agreement and Plan of Reorganization and Merger ("Reincorporation
Agreement") is made as of August 31, 1998, by and between TANTALLON CAPITAL,
INC., a Colorado corporation ("Tantallon"), and WORKFIRE TECHNOLOGIES INC., a
Nevada corporation ("Workfire"), (collectively, the "Constituent Corporations").
The parties adopt the plan of merger encompassed by this Reincorporation
Agreement and agree that Tantallon shall merge into Workfire on the following
terms and conditions:
1. REINCORPORATION; SURVIVING CORPORATION; AND EFFECTIVE TIME.
1.1 REINCORPORATION. As soon as practicable following the fulfilment (or
waiver, to the extent permitted) of conditions specified in this
Reincorporation Agreement, Tantallon shall be merged with and into
Workfire (the "Reincorporation"), and Workfire shall survive the
Reincorporation.
1.2 EFFECTIVE TIME. The Reincorporation shall be effective as of the latest
of the date and time when (i) Articles of Merger are duly filed with
the Secretary of State of the State of Colorado as provided by the
Colorado Business Corporation Act; (ii) Articles of Merger are duly
filed with the Secretary of State of the State of Nevada as provided in
the Nevada General Corporation Law; and (iii) September 30, 1998
("Effective Time").
1.3 SURVIVING CORPORATION. At the Effective Time, Workfire as the surviving
corporation ("Surviving Corporation"), shall continue its corporate
existence under the laws of the State of Nevada in the manner and with
the effect provided by the Nevada General Corporation Law, and the
separate existence of Tantallon shall be terminated and shall cease.
2. TREATMENT OF SECURITIES.
2.1 COMMON STOCK OF TANTALLON AND WORKFIRE. At the Effective Time, by
virtue of the Reincorporation and without any further action on the
part of the Constituent Corporations or their shareholders, (i) each
share of Common Stock of Tantallon issued and outstanding immediately
prior to the Effective Time shall be changed and converted into one
fully paid and nonassessable share of the Common Stock of Workfire;
(ii) each option to buy a share of Common Stock of Tantallon granted
and outstanding immediately prior to the Effective Time shall be
changed and converted into an option to buy a share of Common Stock of
Workfire on the same terms and conditions; and (iii) each share of
Common Stock of Workfire issued and outstanding immediately prior to
the Effective Time shall be cancelled.
2.2 STOCK CERTIFICATES. At and after the Effective Time, all of the
outstanding certificates that, prior to that time, represented shares
of the common Stock of Tantallon shall be deemed for all purposes to
evidence ownership of and to represent an equal number of shares of the
same class and series of Common Stock of Workfire and shall be so
registered on the books and records of Workfire or its transfer agent.
The registered owner of any outstanding stock
certificate shall, until such certificate shall have been surrendered
for transfer or conversion or otherwise accounted for to Workfire or
its transfer agent, have and be entitled to exercise any voting and
other rights with respect to and to receive any dividend and other
distributions upon, the shares of Workfire evidenced by such
outstanding certificate as above provided. After the Effective Time,
whenever certificates which formerly represented shares of Tantallon
are presented for exchange or registration of transfer, the Surviving
Corporation will cause to be issued in respect thereof certificates
representing the shares of Workfire into which the shares of Tantallon
were converted.
3. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS.
3.1 ARTICLES OF INCORPORATION. At the Effective Time, the articles of
incorporation of Workfire then in effect shall be the articles of
incorporation of the Surviving Corporation until further amended or
repealed in the manner provided by law.
3.2 BYLAWS. At the Effective Time, the Bylaws of the Surviving Corporation
then in effect shall be the bylaws of the Surviving Corporation until
further amended in accordance with the provisions thereof and
applicable law.
3.3 DIRECTORS. The directors of Tantallon immediately preceding the
Effective Time shall be the directors of the Surviving Corporation on
and after the Effective Time and shall serve until the expiration of
their terms and until their successors are elected and qualified.
3.4 OFFICERS. The officers of Tantallon immediately preceding the Effective
Time shall be the officers of the Surviving Corporation on and after
the Effective Time and shall serve at the pleasure of its Board of
Directors.
4. MISCELLANEOUS.
4.1 AMENDMENT. This Reincorporation Agreement may be amended by the Boards
of Directors of the Constituent Corporations at any time prior to the
filing of this Reincorporation Agreement with the Colorado Secretary of
State or the Nevada Secretary of State, provided that an amendment made
subsequent to the adoption of the Reincorporation Agreement by the
shareholders of either Constituent Corporation, unless approved by such
shareholders, shall not (i) alter or change the amount or kind of
shares to be received upon conversion of the outstanding Common Stock
of Tantallon, or (ii) alter or change any of the terms and conditions
of the Reincorporation Agreement if such alteration or change would
adversely affect the holders of the outstanding Common Stock of
Tantallon.
4.2 CONDITIONS TO REINCORPORATION. The obligation of the Constituent
Corporations to effect the transactions contemplated hereby is subject
to satisfaction of the following conditions (any or all of which may be
waived to the extent permitted by law in the sole discretion of the
Boards of Directors of the Constituent Corporations): (i) the
Reincorporation shall have been
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approved by the shareholders of Tantallon in accordance with the
Colorado Business Corporation Act; (ii) Tantallon, as sole shareholder
of Workfire, shall have approved the Reincorporation in accordance with
the Nevada General Corporation Law; and (iii) the parties shall have
made all filings and received all approvals of any governmental or
regulatory agency of competent jurisdiction necessary in order to
consummate the Reincorporation, and each of such approvals shall be in
full force and effect.
4.3 ABANDONMENT OR DEFERRAL. At any time before the Effective Time, this
Reincorporation Agreement may be terminated and the Reincorporation may
be abandoned by the Board of Directors of either or both of the
Constituent Corporations, notwithstanding the approval of this
Reincorporation Agreement by the shareholders of Tantallon, or the
consummation of the Reincorporation may be deferred for a reasonable
period of time if, in the opinion of the Board of Directors of the
Constituent Corporations, such action would be in the best interests of
such corporations. In the event of termination of this Reincorporation
Agreement, this Reincorporation Agreement shall become void and of no
effect and there shall be no liability on the part of either
Constituent Corporation or its Board of Directors or shareholders with
respect thereto.
IN WITNESS WHEREOF, this Reincorporation Agreement, having first been fully
approved by the Boards of Directors of Tantallon and Workfire, is hereby
executed on behalf of each Constituent Corporation.
TANTALLON CAPITAL, INC.
A Colorado corporation
By:/S/ XXXXX X'XXXXX
Xxxxx X'Xxxxx, President
WORKFIRE TECHNOLOGIES INC.
A Nevada corporation
By:/S/ XXX XXXXXX
Xxx Xxxxxx, President
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