Plan of Merger
of
Holographic Systems, Inc.
(A Colorado Corporation)
and
Holographic Systems, Inc.
(A Nevada Corporation)
THIS PLAN OF MERGER (the "Plan") dated as of February 7, 2000 is entered
into by and between Holographic Systems, Inc., a Colorado corporation
("HSCO"), and Holographic Systems, Inc., a Nevada corporation ("HSNV"),
such corporations being hereinafter collectively referred to as the
"Constituent Corporations."
Premises
WHEREAS, HSNV is a corporation duly organized and existing under the laws
of the state of Nevada, having an authorized capital of 100,000,000 shares
of common stock, par value $0.001 per share (the "Common Stock of HSNV"),
of which 1000 shares are issued and outstanding as of the date hereof;
WHEREAS, HSCO is a corporation duly organized and existing under the laws
of the state of Colorado, having an authorized capital of 100,000,000
shares of common stock, par value $0.0001 per share (the "Common Stock of
HSCO"), of which 3,652,979 shares are issued and outstanding as of the date
hereof; and
WHEREAS, the respective boards of directors and shareholders of the
Constituent Corporations have each duly approved this Plan providing for
the merger of HSCO with and into HSNV with HSNV as the surviving
corporation as authorized by the statutes of the states of Colorado and
Nevada.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the
terms and conditions of said merger and the manner and basis of causing the
shares of HSCO to be converted into shares of stock of HSNV and such other
provisions as are deemed necessary or desirable, the parties hereto have
agreed and do hereby agree, subject to the approval and adoption of this
Plan by the requisite vote of the stockholders of each Constituent
Corporation, and subject to the conditions hereinafter set forth, as
follows:
Article I
Merger and Name of Surviving Corporation
On the effective date of the merger, HSCO and HSNV shall cease to exist
separately and HSCO shall be merged with and into HSNV, which is hereby
designated as the "Surviving Corporation," the name of which on and after
the Effective Date (as hereinafter defined) of the merger shall be
"Holographic Systems, Inc." or such other name as may be available and to
which the parties may agree.
Article II
Terms and Conditions of Merger
The terms and conditions of the merger (in addition to those set forth
elsewhere in this Plan) are as follows:
(a) On the Effective Date of the merger:
(1) HSCO shall be merged into HSNV to form a single corporation, and
HSNV shall be designated herein as the Surviving Corporation.
(2) The separate existence of HSCO shall cease.
(3) The Surviving Corporation shall have all the rights, privileges,
immunities, and powers and shall be subject to all duties and liabilities
of a corporation organized under the laws of the state of Nevada.
(4) The Surviving Corporation shall thereupon and thereafter possess
all the rights, privileges, immunities, and franchises, of a public as well
as a private nature, of each of the Constituent Corporations; all property,
real, personal, and mixed, and all debts due of whatever account, including
subscriptions to shares, and all and every other interest, of or belonging
to or due to each of the Constituent Corporation shall be taken and deemed
to be transferred to and vested in the Surviving Corporation without
further act or deed; the title to any real estate, or any interest therein,
vested in either Constituent Corporation shall not revert or be in any way
impaired by reason of the merger; the Surviving Corporation shall
thenceforth be responsible and liable for all the liabilities and
obligations of each of the Constituent Corporations; any claim existing or
action or proceeding pending by or against either of such Constituent
Corporations may be prosecuted as if the merger had not taken place, or the
Surviving Corporation may be substituted in place of the Constituent
Corporation; and neither the rights of creditors nor any liens on the
property of either of the Constituent Corporations shall be impaired by the
merger.
(b) On the Effective Date of the merger, the board of directors of the
Surviving Corporation shall consist of the members of the board of
directors of HSNV immediately prior to the merger, to serve thereafter in
accordance with the bylaws of the Surviving Corporation and until their
respective successors shall have been duly elected and qualified in
accordance with such bylaws and the laws of the state of Nevada.
(c) On the Effective Date of the merger, the officers of the Surviving
Corporation shall be the officers of HSNV immediately prior to the merger,
with such officers to serve thereafter in accordance with the bylaws of the
Surviving Corporation and until their respective successors shall have been
duly elected and qualified in accordance with such bylaws and the laws of
the state of Nevada.
If on the Effective Date of the merger, a vacancy shall exist in the
board of directors or in any of the offices of the Surviving Corporation,
such vacancy may be filled in the manner provided for in the bylaws of the
Surviving Corporation.
Article III
Manner and Basis of Converting Shares
The manner and basis of converting the shares of the Constituent
Corporations and the mode of carrying the merger into effect are as
follows.
(a) Each share of Common Stock of HSCO outstanding on the Effective Date
of the merger shall, without any action on the part of the holder thereof,
be converted into one fully paid and nonassessable share of Common Stock of
HSNV which shall, on such conversion, be validly issued and outstanding,
fully paid, and nonassessable, and shall not be liable to any further call,
nor shall the holder thereof be liable for any further payments with
respect thereto. After the Effective Date of the merger, each holder of an
outstanding certificate which prior thereto represented shares of Common
Stock of HSCO shall be entitled, on surrender thereof along with the
payment of $15 to HSCO's transfer agent Securities Stock Transfer, 00000
Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, to receive in exchange
therefore a certificate or certificates representing the number of whole
shares of Common Stock of HSNV, which such shares shall have converted
into. Until so surrendered, each such outstanding certificate (which prior
to the Effective Date of the merger represented shares of Common Stock of
HSCO) shall for all purposes evidence the ownership of the shares of HSNV
into which such shares shall have been converted.
(b) All shares of the Common Stock of HSNV into which shares of the
Common Stock of HSCO shall have been converted pursuant to Article III
shall be issued in full satisfaction of all rights pertaining to the shares
of Common Stock of HSCO, as applicable.
(c) If any certificate for shares of HSNV is to be issued in a name
other than that in which the certificate surrendered in exchange therefor
is registered, it shall be a condition of the issuance thereof that the
certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer, that the transfer be in compliance with
applicable federal and state securities laws, and that the person
requesting such exchange pay to HSNV or any agent designated by it any
transfer or other taxes required by reason of the issuance of a certificate
for shares of HSNV in any name other than that of the registered holder of
the certificate surrendered, or establish to the satisfaction of HSNV or
any agent designated by it that such tax has been paid or is not payable.
Article IV
Certificate of Incorporation and Bylaws
The articles of incorporation of HSNV shall, on the merger becoming
effective, be and constitute the articles of incorporation of the Surviving
Corporation until amended in the manner provided by law. The bylaws of
HSNV shall, on the merger becoming effective, be and constitute the bylaws
of the Surviving Corporation until amended in the manner provided by law.
Article V
Shareholder Approval
This Plan shall be submitted to the stockholders of each of the
Constituent Corporations as provided by the laws of the States of Colorado
and Nevada. After the approval or adoption thereof by the stockholders of
each Constituent Corporation in accordance with the requirements of the
applicable laws, all required documents shall be executed, filed, and
recorded, and all required acts shall be done in order to accomplish the
merger under the provisions of the laws of the states of Colorado and
Nevada.
Article VI
Officers and Directors
The officers and directors of HSNV shall remain the officers and
directors of HSNV, after the Merger, and such officers and directors shall
serve until the next annual meeting of shareholders and until such time as
their successors are duly elected and shall qualify.
Article VII
Approval and Effective Date of the Merger; Miscellaneous Matters
1. The merger shall become effective when all the following actions
shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on
behalf of each Constituent Corporation in accordance with the laws of the
states of Colorado and Nevada;
(b)This Plan, or certificate of merger in the form required, executed
and verified in accordance with the laws of the states of Colorado and
Nevada, shall be filed in the Offices of the Secretary of State of Colorado
and Nevada; and
(c) The date on which such actions are completed and such merger is
effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised
that any further grants, assignments, confirmations, or assurances are
necessary or desirable to vest, perfect, or confirm title in the Surviving
Corporation, of record or otherwise, to any property of HSCO acquired or to
be acquired by, or as a result of, the merger, the officers and directors
of HSCO or any of them shall be severally and fully authorized to execute
and deliver any and all such deeds, assignments, confirmations, and
assurances and to do all things necessary or proper so as to best prove,
confirm, and ratify title to such property in the Surviving corporation and
otherwise carry out the purposes of the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the State of
Colorado in any proceeding for the enforcement of any obligation of HSCO as
well as for enforcement of any obligation of the Surviving Corporation
arising from the merger and in any proceeding for the enforcement of the
rights of a dissenting shareholder of HSCO against the Surviving
Corporation.
4. Such Surviving Corporation will promptly pay to the dissenting
shareholders of HSCO the amount, if any, to which they shall be entitled
under the provisions of the Colorado Revised Business Corporation Act with
respect to the rights of dissenting shareholders
5. The Secretary of State of the State of Colorado shall be irrevocable
appointed as the agent of the Surviving Corporation to accept service of
process in any such proceeding;
6. The Surviving Corporation's address for any service of process
received by the Secretary of State is Gateway Enterprises, 0000 X. Xxxxxxxx
Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000.
7. This Plan cannot be altered or amended, except pursuant to an
instrument in writing signed on behalf of the parties hereto.
8. For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed,
each such counterpart shall be deemed to be an original instrument, and all
such counterparts together shall be considered one instrument.
9. This Plan shall be governed by and construed in accordance with the
laws of the state of Nevada.
The foregoing Plan of Merger, having been approved by the board of
directors of each Constituent Corporation, the president and secretary of
HSCO, and the president and secretary of HSNV, do hereby execute this Plan
of Merger this 7th day of February, 2000, declaring and certifying that
this is our act and deed and the facts herein stated are true.
Holographic Systems, Inc.
a Colorado corporation
/s/ Justeene Xxxxxxxxxxx
By: Justeene Xxxxxxxxxxx, President/Secretary
Holographic Systems, Inc.
a Nevada corporation
/s/ Justeene Xxxxxxxxxxx
By: Justeene Xxxxxxxxxxx, President/Secretary
