EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of March 6, 2000, is
among Pathobiotek Diagnostics, Inc., a Texas corporation ("Parent"), and
Investra Enterprises, Inc., a Florida corporation (the "Company") (collectively
"Constituent Corporations").
WHEREAS, Parent owns 100% of the shares of the Company and the parties
thereto have agreed to the merger of the Company with and into Parent; and
WHEREAS, Parent, as the sole shareholder of Company and, the
respective Boards of Directors of Parent and the Company,) have each approved
the merger of the Company into Parent in accordance with the Texas Business
Corporation Act (the "TBCA") and
WHEREAS, this Plan of Merger shall be filed with Articles of Merger
with the Secretaries of State of Florida and Texas in order to consummate the
merger of the Company with and into Parent; and
WHEREAS, Parent and the Company have agreed to execute and file this
Plan of Merger as provided under the Florida Law and the TBCA.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Parent and the Company hereby agree as follows:
1. THE MERGER. At the Effective Time (as defined in Section 1.3
hereof), in accordance with this Plan of Merger, and Florida Law and the TBCA,
the Company shall be merged (such merger being herein referred to as the
"Merger") with and into the Parent, the separate existence of the Company shall
cease, and Parent shall continue as the surviving corporation. Parent
hereinafter sometimes is referred to as the "Surviving Corporation."
2. EFFECT OF THE MERGER. When the Merger has been effected, the
Surviving Corporation shall retain the name "Pathobiotek Diagnostics, Inc."; and
the Surviving Corporation shall thereupon and thereafter possess all the rights,
privileges, powers and franchises of a public as well as of a private nature,
and be subject to all the restrictions, disabilities and duties of each of the
Corporations; and all and singular, the rights, privileges, powers and
franchises of each of the Constituent Corporations and all property, real,
personal and mixed, and all debts due to either of the Corporations on whatever
account, as well for stock subscriptions as all other things in action or
belonging to each of such corporations shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise, in any of such Constituent
Corporations, shall not revert or be in any way impaired by reason of the
Merger; but all rights of creditors and all liens upon any property of any of
said Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the respective Constituent Corporations shall
thenceforth attach to the Surviving Corporation, and may be enforced against it
to the same extent as if said debts, liabilities and duties had been incurred or
contracted by it.
3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger
to be consummated by filing with the Secretary of State of Florida and Texas an
articles of merger and this Plan of Merger in such form as required by, and
executed in accordance with, the relevant provisions of the Florida Law and the
TCBA (the time of such filing being the "Effective Time" and the date of such
filing being the "Effective Date").
4. ARTICLES OF INCORPORATION: BYLAWS: DIRECTORS AND OFFICERS. The Articles
of Incorporation and bylaws of the Surviving Corporation shall be identical with
the Articles of Incorporation and bylaws of the Parent as in effect immediately
prior to the EffectiveTime until thereafter amended as provided therein and
under the Texas Law.
5. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the Merger
and without any action on the part of Parent, the Company or the holder of any
of the shares (the "Shares") of common stock, (the "Common Stock") of the
Company:
(a) Each Share issued and outstanding immediately prior to the
Effective Time shall remain as issued and outstanding common stock of parent
without change.
(b) Each Share which is held in the treasury of the Company or which
is owned by any direct or indirect subsidiary of the Company shall be canceled
and retired, and no payment shall be made with respect thereto.
(c) Each outstanding or authorized subscription, option, warrant,
call, right (including any preemptive right), commitment, or other agreement of
any character whatsoever which obligates or may obligate the Parent to issue or
sell any additional shares of its capital stock or any securities convertible
into or evidencing the right to subscribe for any shares of its capital stock or
securities convertible into or exchangeable for such shares, if any, shall
remain unchanged.
(d) Each share of Common Stock, of Company issued and outstanding
immediately prior to the Effective Time shall be retired into treasury, of the
Surviving Corporation.
(e) No Fractional Shares and no certificates or scrip
representing such fractional Merger Shares, shall be issued:
6. TAKING OF NECESSARY ACTION: FURTHER ACTION. Each of Parent, and
the Company shall use all reasonable efforts to take all such actions as may be
necessary or appropriate in order to effectuate the Merger under the Florida
Law, the TCBA or federal law as promptly as possible. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purposes of the Agreement and to vest the Surviving Corporation with full right,
title and possession to all assets, property, rights, privileges, powers and
franchises of either of the Constituent Corporations, the officers and directors
of the Surviving Corporation are fully authorized in the name of their
corporation or otherwise to take, and shall take, all such lawful and necessary
action.
IN WITNESS WHEREOF, Parent, Parent, and the Company have caused this Plan
of Merger to be executed as of the date first above written.
INVESTRA ENTERPRISES, INC.
(A Florida corporation)
By:/s/Xxxxx Xxxxxxx
PATHOBIOTEK DIAGNOSTICS, INC.
(A Texas corporation)
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx by Power of Attorney
ARTICLES OF MERGER
OF
PATHOBIOTEK DIAGNOSTICS, INC.
(A Utah Corporation)
INTO
PATHOBIOTEK DIAGNOSTICS, INC.
(A Texas Corporation)
Filed in the Office of the
Secretary of State of the
State of Texas
Jan 05 1999
No.: C30645-98
Xxxx Xxxxxx, Secretary of State
The Undersigned, being sole Director of Pathobiotek Diagnostics, Inc., a
Utah corporation, and the sole officer and director of Pathobiotek Diagnostics,
Inc., a Texas corporation, hereby certify as follows:
1. A merger for the purpose of changing domicile has been approved by the
board of directors of Pathobiotek Diagnostics, Inc., a Utah corporation, and
Pathobiotek Diagnostics, Inc., a Texas corporation.
2. Shareholders owning 5,100,000 of the shares of common stock of
Pathobiotek Diagnostics, Inc., a Utah corporation, which number of shares is a
majority of the approximately 8,223,373 shares outstanding, voted in favor of
such merger on December 14, 1998. The sole shareholder of Pathobiotek
Diagnostics, Inc., a Texas corporation, voted for such plan of merger on
December 31, 1998.
3. A Notice, including a summary of the merger, was mailed to all
shareholders of the Utah Corporation on or about November 30, 1998.
4. Sheridan Industries, Inc., a Texas corporation, hereby agrees that it
will prmptly pay to the dissenting shareholders, if any, of Sheridan Industries,
Inc., a Utah corporation, the amount, if any, to which they shall be entitled
under the provisions of the Utah Corporation Statutes with respect to the rights
of dissenting shareholders.
EFFECTIVE THE 31ST day of December, 1998
Pathobiotek Diagnostics, Inc. Pathobiotek Diagnostics, Inc.
A Utah corporation A Texas corporation
BY:/S/XXXXXX XXXXX BY:/S/XXXXXX XXXXX
Xxxxxx Xxxxx, President/Secretary Xxxxxx Xxxxx,
President/Secretary
State of Utah )
)ss.
County of Salt Lake City )
ON THIS 4TH day of January, 1999, before me, a Notary Public,
personally appeared Xxxxxx Xxxxx, and executed on this date the foregoing
instrument for the purposes therein contained, by signing on behalf of the above
named corporations as a duly authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/XXXXXXXX X. XXXXX
Notary Public
Residing at: Salt Lake
My Commission Expires:
7-1-02
NOTICE OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
PATHOBIOTEK DIAGNOSTICS, INC.
The Board of Directors of Pathobiotek Diagnostics, Inc., a Utah corporation
("the Company"), hereby give notice that a special meeting of the shareholders
of record, as of December 1, 1998, is called and will be held on December 14,
1998, at 8:00 a.m. at 0000 Xxxxx Xxxxxxx Xxxx., Xxxxx 00, Xxxx Xxxx Xxxx, Xxxx.
The purpose of the meeting is to authorize the Board of Directors to
effect a 120 to 1 reverse split of the Company's common stock, authorize a
change of the Company's domicile from Utah to Texas, and any other matters,
which come before the shareholders.
PLAN OF MERGER: The Company will form a Texas subsidiary to effectuate
a change of corporate domicile. Following the reverse split, the shareholders
shall receive one share of the Texas Corporation for each share of the Company.
Any shareholders, who will be voting through a proxy, must have the
person representing them at the meeting present a copy of a signed and dated
proxy statement when they arrive at the meeting.
Your proxy is not being solicited by the Board of Directors.
DATED THIS 30TH day of November, 1998.
By Order Of:
The Board of Directors
