Exhibit 2.2
PLAN OF MERGER
OF
PHARMASYSTEMS COST CONTAINMENT CORP.
(a Florida corporation)
INTO
EURO- TEL, INC.
(a Colorado corporation)
This Plan of Merger (the "Plan") made and entered into by and between
EURO-TEL, INC., a Colorado corporation, and PHARMASYSTEM COST CONTAINMENT CORP.,
a Florida corporation, hereinafter referred to collectively as the Constituent
Corporations," parties hereto,
W I T N E S S E T H:
WHEREAS, the respective Boards of Directors of said corporations deem it
advisable that the corporations merge into one corporation as the surviving
corporation, as hereinafter agreed and specified; and
WHEREAS, prior to said merger, Euro-Tel, Inc. has an authorized
capitalization of 100,000,000 common shares, no par value per share, of which
500,000 shares are issued and outstanding, and 25,000,000 preferred shares, $0.1
par value per share, of which no shares are issued and outstanding; and
WHEREAS, prior to said merger, PharmaSystems Cost Containment Corp. has an
authorized capitalization of 5.000,000 common share, par value $.001 per share,
of which 3,372,584 shares are issued and outstanding;
NOW, THEREFORE, in consideration of the premises, and the mutual
covenants, agreements, provisions and grants herein contained, the Constituent
Corporations hereby agree and prescribe the terms and conditions of this Plan of
Merger and the mode of carrying the same into effect, as follows:
1. MERGER AND SURVIVING CORPORATION. PharmaSystems Cost
Containment Corp., the nonsurviving corporation (hereinafter referred to as
the "Nonsurviving Corporation"), is hereby merged into Euro-Tel, Inc. as the
surviving corporation (hereinafter referred to as the "Surviving Corporation")
2. CONVERSION OF SHARES. The manner and basis of converting the
shares of the Nonsurviving Corporation into shares of the Surviving
Corporation are:
(a) None of the shares of any class- of the capital stock of the
Surviving Corporation issued and outstanding as of the effective date of this
merger shall be converted as a result of the merger. and all such shares shall
remain unchanged.
(b) 3,372,584 shares of the common stock of the Nonsurviving Corporation
shall be and become 18,000,000 shares of the common stock of the Surviving
Corporation upon surrender for conversion and exchange, and shall represent only
shares in the Surviving Corporation for all corporate and legal purposes,
subject, however, to the rights of dissenting shareholders; and, such shares
shall be called in for cancellation and exchange for shares in the Surviving
Corporation upon this merger taking effect upon the foregoing basis.
(c) No fractional shares shall be issued by reason of the conversion
and exchange of shares.
3. APPROVAL OF SHAREHOLDERS AND DIRECTORS. This Plan of Merger has been
submitted for approval to the Board of Directors and Shareholders of each of the
Constituent Corporations, in accordance with the provisions of the Colorado
Business Corporation Act and the Section 607.1102 and Section 607.1103 of the
Florida Business Corporation Act, and their respective Articles of Incorporation
and Bylaws as appropriate Should such approvals of the Directors and
Shareholders of each Constituent Corporation not be secured or effected, and
this Plan not approved and adopted as contemplated, then it shall, without any
further action by the parties, other than certification to the other party of
the results of the vote by the secretary of the corporation the shareholders of
which shall not have approved or adopted the Plan, be canceled and annulled, and
the Constituent Corporations each discharged without liability to the other.
4. EFFECT OF MERGER ON NONSURVIVING CORPORATION. Upon this merger taking
effect, the Constituent Corporations shall be and become a single corporation
and be the Surviving Corporation herein designated, the separate existence of
the Nonsurviving Corporation herein shall cease, and the Surviving Corporation
shall- have the rights, privileges, immunities, and powers, and be subject to
all the dudes and liabilities of a corporation organized under the laws of the
State of Colorado.
5. EFFECT OF MERGER ON SURVIVING CORPORATION. Upon this merger taking
effect, the Surviving Corporation shall thereupon and thereafter possess all the
rights. privileges, immunities, and franchises, of a public as well as a private
nature, of each of the merging corporations, and all property, real, personal,
and mixed and all debts due on whatever account, and all other choses in action,
and every other interest of or belonging to or due to each of the corporations
so merged shall be deemed to be transferred to and vested in such single
corporation without further act or deed; and the title to any real estate, or
any interest therein vested in any of such corporations shall not revert or be
in any way impaired by reason of the merger. Such transfer to and vesting in the
Surviving Corporation shall be deemed to occur by operation of law, and no
consent or approval of any other person shall be required in connection with any
such transfer or vesting unless such consent or approval is specifically
required in the event of merger by law or by express provision of any contract,
agreement, decree, order, or other instrument to which either corporation is a
party or by which it is bound.
6. LIABILITIES AND OBLIGATIONS. Upon this merger taking effect, the
Surviving Corporation shall thenceforth be responsible and liable for all the
liabilities and obligations of each of the corporations so merged; and any claim
existing or action or proceeding, whether civil or criminal, pending by or
against any of such corporations may be prosecuted as if the merger had not
taken place, or such Surviving Corporation may be substituted in its place.
Neither the rights of creditors nor any liens upon the property of any such
corporation shall be impaired by such merger.
7. TRANSFER OF PROPERTY. The Nonsurviving Corporation agrees that from
time to time and as and when requested by the Surviving Corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments assignments, assurances in the law, or
take such action, as the Surviving Corporation may deem necessary or desirable
to vest in and confirm to the Surviving Corporation title to and possession of
any property of the Nonsurviving Corporation acquired or to be acquired by
reason of the merger herein provided for, and its proper officers and directors
shall and will execute and do all such acts and things and execute such papers
and document as are necessary or proper to carry out the purposes of this
merger.
8. ARTICLES OF INCORPORATION. The Articles of Incorporation of the
Surviving Corporation as in effect on the date this merger takes effect shall
continue in full force and effect except that the Articles of Incorporation
of the Surviving Corporation shall be amended to change its name to
"PharmaSystems Holding Corp."
9. BYLAWS. The Bylaws of the Surviving Corporation as existing on
the date this merger takes effect shall be and remain the Bylaws of the
Surviving Corporation until the same are altered, amended or repealed
according to the provisions therefor made or as provided by law.
10. OFFICERS. Upon this merger taking effect the officers of the Surviving
Corporation shall submit their resignations and the following persons shall be
appointed to hold the offices opposite their respective names for the remainder
of the respective terms of office and until their successors shall have been
elected and qualified:
Xx. Xxxx X. Xxxxxxxxx Chairman of Board, Chief Executive
Officer, President
Xxxxxxx X. Xxxxxx Exec. Vice President, Chief Financial
Officer, Treasurer
Xx. Xxxxxxx X. Xxxxxxxxx Secretary
11. Directors. Upon this merger taking effect, the directors of the
Surviving Corporation shall resign, and those persons named below shall be
appointed to serve for the remainder of the present terms of office of the
Surviving Corporation and until their successors shall have been elected and
qualified:
Xx. Xxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx
Xx. Xxxxxxx X. Xxxxxxxxx
12. EARNED SURPLUS. Upon this merger taking effect, to the extent
allocation to stated capital is not required by reason of this merger by either
or both the Constituent Corporations, the Board of Directors of the Surviving
Corporation may allocate to earned surplus of the Surviving Corporation, the
earned surplus of the Nonsurviving Corporation, and the earned surplus of both
corporations so combined shall be thereafter available for the payment of
dividends by the Surviving Corporation, or for any other proper use or
allocation.
13. WARRANTIES. The Constituent Corporations hereby agree, and warrant
each with the other, that they will cooperate with the other in carrying out the
terms and provisions of this Plan; that they and each of them will not issue or
sell any shares of capital stock, except shares issued pursuant to rights or
warrants outstanding, issue rights to subscribe or options to purchase any
shares of their capital stock, amend the Articles of Incorporation or Bylaws of
their corporation except as may be required to comply with the terms and
provisions of this Plan, issue or contract any funded debt, declare and pay any
dividend or make any other distribution of surplus, undertake or incur any
obligations or liabilities except in the ordinary course of business and those
fees and expenses in connection with the negotiation and consummation of this
merger, mortgage, pledge or encumber any real or personal property, or interest
therein held by them, sell assign or dispose of any trademark, trade name patent
or other intangible assets, default in performance of any material contract or
other obligation, waive any right of substantial value, invest in or purchase
any security, equity or property not in the usual course of business; and each
of them represent that all state, federal and local taxes and assessments,
excise taxes, ad valorem taxes and sales taxes, withholding and other employee
related obligations are currently paid and not in default.
14. ABANDONMENT OF MERGER. Notwithstanding anything to the contrary or
implied herein, this Plan may be abandoned without further liability and
obligation prior to the filing of the Articles of Merger, even if subsequent to
approval being given thereto by the shareholders of both Constituent
Corporations, by the Board of Directors of either Constituent Corporation by
resolution duly adopted and notice thereof received by the other Constituent
Corporation, in the event or upon the contingency that: a material adverse
change occurs in the business, properties, operations or financial condition of
the other Constituent Corporation; any drastic or substantial change occurs in
the economic or political condition generally of the State of Colorado or the
United States which would affect the advisability of completing the merger
herein contemplated; upon the discovery that any financial statements, or other
information furnished by the other Constituent Corporation is highly inaccurate,
misleading in material respect, or omits important relevant data or information;
either of the Constituent Corporations becomes involved in any litigation not
previously disclosed to the other, either pending or threatened, which would
materially affect the financial condition or reputation of the Constituent
Corporation so involved; any action or suit to enjoin or restrain or restrict
the merger herein contemplated has been filed in any court or agency having
jurisdiction in this matter.
15. EXPENSES. In the event the merger herein contemplated is not
completed, each Constituent Corporation shall bear their own expenses incurred
in the negotiation and processing of this Plan. If the merger herein
contemplated is completed and takes effect, the Surviving Corporation shall pay
all expenses arising by reason of such merger or that remain owing and unpaid by
either Constituent Corporation.
16. COUNTERPART AGREEMENTS. This Plan may be executed in
counterparts, each of which shall be deemed an original document, but
together shall be deemed to constitute only one agreement.
17. NOTICES. Notice or other transmittals to the Constituent
Corporations shall be properly made or served upon delivery if delivered by
hand, by recognized overnight delivery service, or by certified or registered
mail at or to the addresses set forth below:
If to Euro-Tel, Inc.:
Xxxxxx X. Xxxxxx, President
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
If to PharmaSystems Cost Containment Corp.:
Xx. Xxxx X. Xxxxxxxxx, President
0000 XX 0xx Xxxxxx, #000
Xxxxx, XX 00000
Executed this 18th day of June, 1997.
EURO-TEL, INC.
By: /s/ Xxxxxx X. Xxxxxx, President
-------------------------------
Xxxxxx X. Xxxxxx, President
PHARMASYSTEMS COST CONTAIMENT, INC.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxxx, President
