EXHIBIT 10.5
PLAN OF MERGER BETWEEN
PREMIER VENTURES, INC. AND NEW DIRECTIONS MANUFACTURING, INC.
DATED FEBRUARY 25, 1997
PLAN OF MERGER
This Plan of Merger is made and entered into this 25th day of February
1997, by and between Premier Ventures & Exploration, Inc., a Louisiana
corporation ("PVEI"), and New Directions Manufacturing, Inc., a Nevada
corporation ("New Directions" or the "Surviving Corporation").
RECITALS
A. PVEI is a corporation organized and existing under the laws of the
State of Louisiana and has authorized capital stock consisting of 50,000,000
shares of common stock, of which 3,560,296 shares are issued and outstanding.
B. New Directions is a corporation organized and existing under the laws
of the State of Nevada and has authorized capital stock consisting of 25,000,000
shares of common stock with par value $0.001 per share, of which 3,550,000
shares are issued and outstanding.
C. The Boards of Directors of PVEI and New Directions, respectively, deem
it advisable for PVEI to merge with and into New Directions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, PVEI and New Directions hereby agree to the following Plan of
Merger:
1. Names of Constituent Corporations. PVEI will merge with and into New
Directions. New Directions will be the Surviving Corporation.
2. Terms and Conditions of Merger. The effective date of merger shall be
the date upon which the Articles of Merger are filed with the Secretaries of
State. Upon the effective date of the merger: the separate corporate existence
of PVEI shall cease; title to all real estate and other property owned by PVEI
will be vested in New Directions without reversion or impairment; and the
Surviving Corporation shall have all liabilities of PVEI. Any proceeding
pending by or against PVEI may be continued as if such merger did not occur, or
the Surviving Corporation may be substituted in the proceeding for PVEI.
3. Governing Law. The laws of the State of Nevada shall govern the
Surviving Corporation.
4. Name. The name of the Surviving Corporation shall be New Directions
Manufacturing, Inc.
5. Registered Office. The address of the registered office of the
Surviving Corporation shall be 0000 X. Xxxxxxxx, Xxxxxxx, XX 00000.
6. Accounting. The assets and liabilities of PVEI and New Directions
(collectively the "Constituent Corporations") as of the effective date of the
merger shall be taken up on the books of the Surviving Corporation at the
amounts at which they are carried at that time on the respective books of the
Constituent Corporations.
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7. Bylaws. The Bylaws of New Directions as of the effective date of the
merger shall be the Bylaws of the Surviving Corporation until the same shall be
altered or amended in accordance with the provisions thereof.
8. Directors. The directors of New Directions, as of the effective date
of the merger, shall be the Bylaws of the Surviving Corporation until their
respective successors are duly elected and qualified.
9. Manner and Basis of Converting Shares. As of the effective date of the
merger:
(a) The Surviving Corporation shall convert or exchange each share of
PVEI common stock for one share of the common stock of the Surviving
Corporation; PROVIDED, however, that no fractional shares o the Surviving
Corporation stock shall be issued, and in lieu of the issuance of fractional
shares, the Surviving Corporation shall make a payment in cash equal to the
value of such fraction, based upon the market value of such common stock on the
effective date of the merger.
(b) Any shares of stock of PVEI in the treasury of either corporation
on the effective date of the merger shall be surrendered to the Surviving
Corporation for cancellation, and no shares of the Surviving Corporation shall
be issued in respect thereof.
(c) On the effective date of the merger, holders of certificates of
common stock in PVEI shall surrender them to the Surviving Corporation, or its
appointed agent, in such manner as the Surviving Corporation legally shall
require. Upon receipt of such certificate, the Surviving Corporation shall
issue in exchange therefor a certificate of shares of common stock in the
Surviving Corporation representing the number of shares of stock to which such
holder shall be entitled as set forth above.
(d) In addition, such shareholders shall be entitled to receive any
dividends on such shares of common stock of the Surviving Corporation which may
have been declared and paid between the effective date of the merger and the
issuance to such shareholder of the certificate of such common stock.
10. Shareholder Approval. This Plan of Merger shall be submitted to the
shareholders of PVEI and New Directions for their approval in the manner
provided by law. After approval by a vote of the holders of two-thirds (2/3) of
the shares entitled to vote thereon of each such corporation and the holders of
two-thirds (2/3) of the shares entitled to vote thereon, if any, of each voting
group, the Articles of Merger shall be filed as required under the laws of the
State of Louisiana and Nevada.
11. Rights of Dissenting Shareholders. Any shareholder of PVEI and New
Directions who has the right to dissent from this merger as provided under
Louisiana Business corporation Law, and/or the Nevada Revised Statutes and who
so dissents in accordance with the requirements of there, shall be entitled,
upon surrender of the certificate or certificates representing certificated
shares or upon imposition of restrictions of transfer of uncertified shares, to
receive payment of the fair value of such shareholder's shares as provided in
accordance with the law.
12. Termination of Merger. This merger may be abandoned at any time prior
to the filing of Articles of Merger with the Secretary of State, upon a vote of
a majority of the Board of Directors of both PVEI and New Directions. If the
merger is terminated, there shall be no liability on the part of either
Constituent Corporation, their respective Board of Directors, or shareholders.
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13. Counterparts: This Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies shall be and constitute an
original instrument.
IN WITNESS WHEREOF, this Plan of Merger has been adopted by the undersigned
corporations as of this 14th day of March, 1997.
PREMIER VENTURES & EXPLORATION, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
NEW DIRECTIONS MANUFACTURING, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
STATE OF ARIZONA )
) ss:
County of Maricopa )
On this 14th day of March, 1997, personally appeared before me Xxxxxx X.
Xxxxx, known to me to be the corporate officer who subscribed his name above on
behalf of each corporation, in his capacity as the stated officer, who signed
this instrument as the free and voluntary act and deed of the corporations for
the uses and purposes set forth therein.
/s/ Xxxx Xxxxxxx Ram
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NOTARY PUBLIC in and for the
State of Arizona. Residing at:
My commission expires June 31, 1997
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UNITED STATES OF AMERICA
STATE OF LOUISIANA
FOX MCKEITHEN
SECRETARY OF STATE
As Secretary of State, of the State of Louisiana, I do hereby Certify that
a copy of the Merger document whereby PREMIER VENTURES & EXPLORATION, INC.,
organized under the laws of LOUISIANA, is merged into
NEW DIRECTIONS MANUFACTURING, INC.
Organized under the laws of NEVADA,
Was filed and recorded in this office on April 16, 1997, with an effective date
of April 16, 1997.
In testimony whereof, I have hereunto set
my hand and caused the Seal of my Office
to be affixed at the City of Baton Rouge on,
SEAL OF THE
April 16, 0000 XXXXX XX XXXXXXXXX
XXXXXXXXX XX XXXXX
/s/ Fox McKeithen
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CBO
Secretary of State
