Exhibit 2.1
AGREEMENT AND PLAN OF REORGANIZATION
FINAL AMENDMENT & MODIFICATION - CLOSING DOCUMENT
This Amendment to the Agreement for the acquisition of RF Scientific, Inc. "RFS"
or "Seller"), a private Florida corporation with its headquarters in Orlando,
Florida, into QuadraComm, Inc, ("QDRA" or "Buyer"), a public Colorado
corporation headquartered in Tampa, Florida is entered into as of this 13th day
of August, 2001, and, as such, constitutes the final cumulative amendment to the
Basic Agreement signed by the parties on November 10,2000, Amendment Number 1
signed by the parties on July 18, 2001, and Amendment Number 2 signed by the
parties on August 9, 2001, This Amendment becomes, by its enactment when signed
by the Parties, a part of the final overall Agreement and the intended
transaction between the parties as it executes and documents the closing of the
acquisition.
Whereas, the Parties hereto desire to merge their companies through a
stock-for-stock purchase by QuadraComm, Inc. of all of the issued and
outstanding stock of RF Scientific, Inc, from its shareholders, as defined in
the previously implemented Basic Agreement and Amendments, and;
Whereas, it is the mutual intention of the Parties that this acquisition qualify
as a tax-free reorganization within the meaning of Section 368 of the US
Internal Revenue Code of 1986, and:
Whereas, the Parties hereto have each conducted adequate due diligence on the
other Party's business, financial data, and relevant documentation per the
mutual representations, warranties, covenants, and agreements defined in the
Basic Agreement, and have previously approved all such data as complete and
acceptable, and;
Whereas, the Parties hereto agree to the following clarifications and revisions
to the November 10, 2000 Agreement in addition to the July 18, 2001 Amendment in
addition to the August 9, 2001 Amendment:
A. As a result of the change from a "cash-and-stock" merger between the
two Parties to a "stock-for-stock" exchange basis as defined in
Amendment Number 2 to this Agreement, Sections 2.1 through 2.3 and 2.5
through 2.6, inclusive in the Basic Agreement are no longer applicable
to the acquisition as enacted, and are considered void. As such, the
effective time and closing of the transaction is hereby set effective
this date, August 13, 2001.
B. The exchange of Capital Stock, initially defined in the Agreement
under Section 2.5 will be managed by the Buyer, and the consideration
and schedule for distribution have been revised to the definition
included in Amendment Number 2 to this transaction.
C. The Representations and Warranties previously made and documented by
the Parties, as required under Agreement Section 3 are considered
correct and complete when and as made, and are so considered as of the
Closing Date. The Parties concur that no adverse occurrences exist
which would significantly increase the risk or appropriateness of the
acquisition being closed herein.
D. The Parties agree that the Covenants contained in Agreement Section
4 have been met and satisfied within the intent of the Agreement.
E. The Parties agree that the post-closing Covenants contained in
Agreement Section 5 retrain applicable and in effect except as
follows:
5.5 The management of R'S is to remain in place after this Closing.
5.6 The RFS Board of Directors should be increased by one member to
include Xxxxxx X. Xxxxx, President of QuadraComm as Director of
the wholly-owned subsidiary.
5.6 Section is void. There is no escrow or sub corporation to assume
liabilities.
F. The Parties agree that the Schedule 2.9 previously provided by RFS
was, and is, satisfactory, arid fully meets the intent of Section 6. l
.d of the Basic Agreement
G. The Parties agree that all elements of Section 6 of the Basic
Agreement have been met within the intentions and requirements of the
Parties and of the transaction being closed, or have been waived by
the appropriate party.
H The post-closing operation of RFS as a wholly-owned subsidiary of
QuadraComm significantly changes the tax implications and commitments
as defined in Basic Agreement Section 7. As such, the Parties agree,
on a post-closing basis, to jointly cooperate and participate in the
finalization and resolution of RFS tax matters that apply before or
after the closing of the acquisition, and;.
Whereas, the parties agree that the consideration covering this stock-for-stock
acquisition of RFS by QuadraComm is adequately defined, and is the only
consideration now applicable, within the Amendment Number 2 between the Parties
dated August 9, 2001, and;
Whereas, the Parties agree that the presentation and distribution of each
Party's applicable Common Stock that make up the basis for this acquisition
transaction will occur at, or reasonably after, this Closing date, but not later
than fifteen (15) days after the date of Closing;
Now Therefore, the Parties hereto agree that the intentions and actions of the
merger of their respective Companies have been met with the fulfillment and
execution of this Amendment to the Agreement, and, as such, agree that the
transaction is effective and closed.
In witness whereof, the Parties hereto have executed this Amendment to the Basic
Agreement and previous Amendments hereto as of the date first above written.
QUADRACOMM, INC. RF SCIENTIFIC, INC.
/s/ /s/
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By: Xxxxxx X. Xxxxx By: Xxxxx Xxxxxx
Its: CEO & President Its: President
/s/
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By: XX Xxxxxx
Its: Vice President
