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EXHIBIT 99.1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (the "Agreement"), dated as of
January ___, 1997, is entered into by and among RCH Holdings, Inc., a Texas
corporation ("RCH"); DPI Technology Resources, Inc.. a Texas corporation
("Technology"); and Digital Packet Interface Solutions, Inc., a Texas
corporation ("Solutions") (RCH, Technology and Solutions are sometimes
collectively referred to as the "Constituent Corporations").
ARTICLE ONE
1.01 In accordance with the provisions of the applicable laws of the
Texas Business Corporation Act (the "TBCA"), respective jurisdictions under
which the Constituent Corporations are organized, at the Effective Time of the
Merger (as hereinafter defined), the Constituent Corporations shall be merged
into a single corporation, RCH, which shall be the Surviving Corporation, and
RCH, as the Surviving Corporation, shall continue to exist under and be
governed by the laws of the State of Texas.
1.02 Except as may otherwise be set forth herein, the corporate
existence and identity of RCH, as the Surviving Corporation, with all its
purposes, powers, franchises, privileges, rights and immunities, shall continue
unaffected and unimpaired by the Merger, and the corporate existence and
identity of each of Technology and Solutions, with all of its purposes, powers,
franchises, privileges, rights and immunities, at the Effective Time of the
Merger shall be merged with and into RCH, as the Surviving Corporation, and the
Surviving Corporation shall be vested fully therewith, and the separate
corporate existence and identity of each of Technology and Solutions shall
thereafter cease except to the extent continued by statute.
1.03 It is intended that the Merger shall constitute a statutory
merger within the meaning of Section 368a(1)(A) of the Internal Revenue Code of
1986, as amended.
ARTICLE TWO
2.01 The Merger shall become effective (hereinbefore and hereinafter
called the "Effective Time of the Merger") upon the issuance by the Secretary
of State of the State of Texas of a Certificate of Merger.
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ARTICLE THREE
3.01 The Articles of Incorporation of RCH in effect at the Effective
Time of the Merger shall constitute the Articles of Incorporation of the
Surviving Corporation until further amended, altered or repealed in the manner
provided by law.
3.02 The Bylaws of RCH in effect at the Effective Time of the Merger
shall be the Bylaws of the Surviving Corporation until amended, altered or
repealed in the manner provided therein or by law.
3.04 The officers and directors of RCH in office at the Effective Time
of the Merger shall be the officers and directors of the Surviving Corporation
until their successors are elected and qualified in accordance with the Bylaws
of the Surviving Corporation.
ARTICLE FOUR
4.01 The manner and basis of converting the capital stock of the
Constituent Corporations immediately outstanding prior to the Effective Time of
the Merger shall be as follows:
(a) Each share of the Technology's Common Stock that shall be
outstanding immediately prior to the Effective Time of the Merger,
shall at the Effective Time of the Merger, by virtue of the Merger and
without any action on the part of the holder thereof, automatically be
converted into 20 shares of fully paid and nonassessable share of
Surviving Corporation's Common Stock.
(b) Each share of Solution's Common Stock that shall be
outstanding immediately prior to the Effective Time of the Merger,
shall at the Effective Time of the Merger, by virtue of the Merger and
without any action on the part of the holder thereof, automatically be
converted into and represent the right to receive, and will be
exchangeable for, 9.916299015 shares of fully paid and nonassessable
share of the Surviving Corporation's Common Stock; and
(c) All of the shares of capital stock of RCH that shall be
issued and outstanding immediately prior to the Effective Time of the
Merger shall at the Effective Time of the Merger be cancelled and
retired and shall cease to exist and all certificates representing
such shares shall be cancelled, and no cash
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or securities or other property shall be issued in the Merger in
respect of such shares.
4.02 To the extent that appraisal rights are available under the Texas
Business Corporation Act (the "TBCA"), shares of the Constituent Corporation's
capital stock that are issued and outstanding immediately prior to the
Effective Time of the Merger and that have not been voted for adoption of the
Merger and with respect of which appraisal rights have been properly demanded
in accordance with the applicable provisions of the TBCA ("Dissenting Shares")
shall not be converted into the right to receive the consideration provided for
in Section 4.01 hereof at or after the Effective Time of the Merger unless and
until the holder of such shares withdraws his demand for such appraisal (in
accordance with the applicable provisions of the TBCA) or becomes ineligible
for such appraisal, then, as of the Effective Time of the Merger or the
occurrence of such event, whichever later occurs, such holder's Dissenting
Shares shall cease to be Dissenting Shares and shall be converted into and
represent the right to receive the consideration provided for in Section 4.01
hereof. After the Effective Time of the Merger, the Surviving Corporation will
pay the statutory obligations of the Constituent Corporations to holders of
Dissenting Shares.
ARTICLE FIVE
5.01 At the Effective Time of the Merger, the Surviving Corporation
shall possess all of the rights, privileges, powers, franchises and licenses of
a public as well as of a private nature; and all property, real, personal and
mixed, and all debts due on whatever account, and all other choses in action
and all and every other interest, of or belonging to each of the Constituent
Corporations shall be taken and be deemed to be transferred to and vested in
the Surviving Corporation without further act or deed.
5.02 Title to any real or personal property, whether by deed or
otherwise, vested in either of the Constituent Corporations, shall not revert
or be in anyway impaired by reason hereof; provided, that all rights of
creditors and all liens upon any property of the Constituent Corporations shall
be preserved unimpaired, limited in lien to the property affected by such liens
immediately before the Effective Time of the Merger. The Surviving Corporation
shall, at the Effective Time of Merger and thereafter, be responsible and
liable for all debts, liabilities and duties of the Constituent Corporations,
and any claim existing or action or proceeding pending by or against any
Constituent Corporation may be prosecuted against the Surviving Corporation.
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5.03 If at any time the Surviving Corporation shall deem or be advised
that additional grants, assignments, confirmations or assurances are necessary
or desirable to vest or to perfect or confirm of record or otherwise in the
Surviving Corporation the title to any property of either Constituent
Corporation, the officers, or any of them, or the directors of such Constituent
Corporation may execute and deliver any and all such deeds, assignments,
confirmations and assurances and do all things necessary or proper so as best
to prove, confirm and ratify title to such property in the Surviving
Corporation or otherwise to carry out the purposes of the Merger and the terms
of this Agreement. The Surviving Corporation shall have the same power and
authority to act in respect to any debt, liabilities and duties of the
Constituent Corporations as the Constituent Corporations would have had, had
they continued in existence.
5.04 The Surviving Corporation agrees that it may be served with
process in the State of Texas in any proceeding for enforcement of any
obligation of any of the Constituent Corporations, as well as for enforcement
of any obligation of the Surviving Corporation arising from the Merger,
including any suit or other proceeding to enforce the right of any dissenting
stockholder.
ARTICLE SIX
6.01 This Agreement shall be submitted at the earliest practicable
date to the shareholders of the Constituent Corporations for adoption and, if
adopted by the vote required by the law of the respective State under which
each Constituent Corporation is organized, shall be made effective as soon as
practicable thereafter.
6.02 The directors of any of the Constituent Corporations may, in
their sole discretion, abandon the Merger subject to the right of third parties
under any contracts relating thereto, without further action or approval from
the shareholders of their respective corporations, at any time before the
Effective Time of the Merger as provided by the laws of each of the States
under which the Constituent Corporations are organized.
ARTICLE SEVEN
7.01 This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be original, but all of which
together shall constitute one and the same instrument.
7.02 This Agreement constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings, oral and
written, between the parties with respect to its subject matter.
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IN WITNESS WHEREOF, each of the Constituent Corporations has caused
this Agreement to be executed by and on its behalf and in its corporate name as
of the date first above written.
RCH HOLDINGS, INC.
(Texas corporation)
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
President
DPI TECHNOLOGY RESOURCES, INC.
(Texas corporation)
By: /s/ XX XXXXXX
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Xx Xxxxxx
President
DIGITAL PACKET INTERFACE SOLUTIONS, INC.
(Texas corporation)
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
President
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