EXHIBIT 2.04
PLAN OF MERGER
OF
ASX R&D CORPORATION
INTO
ASYMETRIX CORPORATION
THIS PLAN OF MERGER is made by and between ASYMETRIX CORPORATION, a
Washington corporation, ("Asymetrix") and ASX R&D CORPORATION, a Washington
corporation, ("ASX").
ASX shall merge with and into Asymetrix, with Asymetrix being the surviving
corporation, as follows:
1. Merger. Upon the terms and subject to the conditions of this Plan of
------
Merger, at the Effective Date (as defined below) in accordance with the
Washington Business Corporation Act (the "Act"), ASX will merge with and
into Asymetrix (the "Merger") and the separate existence of ASX will
thereupon cease. Asymetrix will be the surviving corporation in the
Merger.
2. Effective Date. The Merger will become effective as of the date and at
--------------
such time (the "Effective Date") as a copy of this Plan of Merger, and any
other documents necessary to effect the Merger are filed with the Secretary
of State of the State of Washington and become effective.
3. Terms and Conditions of Merger. At the Effective Date of the Merger:
------------------------------
(a) Each share of ASX common stock that is issued and outstanding
immediately prior to the Effective Date will be canceled.
(b) Xxxx X. Xxxxx ("Xxxxx"), the sole shareholder of ASX, will receive
in consideration of the Merger and for cancellation of his shares of
ASX common stock, 15,000 shares of common stock of Asymetrix.
(c) Each share of Asymetrix common stock which is issued and
outstanding immediately prior to the Effective Date, other than shares
owned by Xxxxx, xxxx be canceled and returned to the status of
authorized but unissued. The holder of each canceled share, other
than shares, if any, held by any "Dissenter," as that term is defined
in RCW 23B.13, shall be paid $0.50 per share, as follows:
(i) Each holder of Asymetrix common stock entitled to payment
therfor (a "Payee") shall deliver his or her stock certificate(s)
to the Secretary of Asymetrix during regular business hours on
any business day within 180 days of the Effective Date. Shares
shall be surrendered for cancellation by delivering them in
person or by mail to:
-1-
Xxxx X. Xxxxxxx, Secretary
ASYMETRIX CORPORATION
Xxxxx 000
000-000xx Xxx. X.X.
Xxxxxxxx, Xxxxxxxxxx 00000
The certificate need not be endorsed in any manner. The Payee
should include with the surrendered certificate the address at
which he or she wishes the monetary payment to be mailed;
(ii) The Secretary is authorized, but not required, to accept as
proof of ownership in lieu of a stock certificate a duly executed
lost certificate affidavit and indemnity in form acceptable to
the Secretary;
(iii) The Secretary will deliver payment for the shares so
evidenced by forwarding a check in the appropriate amount via
first class mail to such mailing address as may be specified by
the Payee, or, if no such address is specified by the Payee, to
the last known address of the Payee. Payment for such
surrendered shares shall be mailed within 30 days of the later of
the Effective Date of the Merger or the date upon which the
certificate other acceptable proof of share ownership is received
by Asymetrix;
(iv) Asymetrix shall not be obligated to make payment for shares
where neither a stock certificate nor other acceptable proof of
ownership is received within 180 days from the Effective Date.
The holder of each canceled share held by any Dissenter shall be dealt with
as provided under Section 23B.13 of the Washington Business Corporation
Act.
(d) Each issued and outstanding share of Asymetrix common stock owned
by Xxxxx immediately prior to the Effective Date shall remain issued
and outstanding.
4. Name. The name of the surviving corporation will remain "Asymetrix
----
Corporation."
5. Directors and Principal Officers. The directors and the executive
--------------------------------
officers of Asymetrix immediately prior to the Effective Date will continue
to serve as the directors and executive officers of Asymetrix after the
Effective Date.
6. Articles of Incorporation and Bylaws. At and after the Effective Date,
------------------------------------
the Articles of Incorporation and the Bylaws of Asymetrix in effect
immediately prior to the Effective Date will continue to be the Articles of
Incorporation and the Bylaws of Asymetrix.
7. Conditions Precedent. This Plan of Merger is subject to the approval
--------------------
of the directors and shareholders of both Asymetrix and ASX.
-2-
8. Amendment. This Plan of Merger may be amended by the agreement of the
---------
parties hereto either before or after approval by their respective
shareholders, provided that any such amendment does not materially affect
the rights of any shareholder who does not consent to such amendment.
9. Execution. This Plan of Merger may be executed in any number of
---------
counterparts each of which will be deemed an original and all counterparts
will constitute one and the same instrument.
DATED as of this 14th day of February, 1995.
ASYMETRIX CORPORATION
/s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
President
ASX R&D CORPORATION
/s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx
President
-3-
