Exhibit 6.35
PLAN AND AGREEMENT OF REORGANIZATION
an exchange by CORE IRIS, INC.
of 12,822,751 shares of its common stock
for 100% of the shares of stock of
FOOD EXTRUSION, INC.
Core Iris, Inc., hereinafter referred to as "CORE IRIS," and Food Extrusion,
Inc., hereinafter referred to as "FOODEX," agree as follows:
ARTICLE 1. PLAN OF REORGANIZATION
Plan Adopted
Section 1.01. A Plan of Reorganization of CORE IRIS and FOODEX,
pursuant to the provisions of Section 368(a)(1)(B) of the internal revenue Cod
of 1986, is adopted as follows:
(a) The Board of FOODEX deems it to be in the interest of the
Company to have 100% of its issued and outstanding shares be
acquired by CORE IRIS. FOODEX will present this plan to its
shareholders and recommend its approval. A condition to the
closing of this Agreement is that at least 80% of the voting
shares of FOODEX will enter into the Subscription Agreement
attached hereto as Exhibit A.
(b) In exchange for the shares transferred by shareholders of
FOODEX, CORE IRIS will issue and cause to be delivered to
FOODEX, 12,822,751 shares of common stock, par value $0.001,
or CORE IRIS, of which 1,050,000 shares will be issued to
Cambro Investment Group, hereinafter referred to as "FINDERS."
(c) Shares for FINDERS shall be held in escrow by the transfer
agent for a period of one (1) year from the closing date of
this Agreement.
Closing Date
Section 1.02. Subject to the conditions precedent set forth herein, the
parties shall consummate the transaction an the plan of reorganization at the
offices of Food Extrusion, Inc. located at 0000 Xxxx'x Xxxxxx Xxxxx, Xx Xxxxxx
Xxxxx, Xxxxxxxxxx 00000 on December 5, 1995, or at such other time and place as
may be fixed by the mutual consent of the parties hereto. The date of such
consummation is the closing date referred to herein.
Section 1.03. Upon closing the Board of Directors of CORE IRIS will
resign in favor of the Board of Directors of FOODEX and the name of CORE IRIS
will be changed to Food Extrusion, Inc.
ARTICLE 2. WARRANTIES AND REPRESENTATIONS OF CORE IRIS, INC.
Section 2.01. CORE IRIS is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada;
Section 2.02. CORE IRIS has the corporate power and authority to enter
into this Plan and Agreement of Reorganization;
Section 2.03. CORE IRIS has 3,200,000 shares of common stock issued and
outstanding and at least 45,800,000 shares of common stock authorized but
unissued as of the date of this transaction. There are no outstanding options or
warrants to purchase shares of common stock;
Section 2.04. there are no liens, pledges, chattel mortgages, or other
encumbrances of any kind against the 12,822,751 shares of common stock to be
issued by CORE IRIS pursuant to this transaction,;
Section 2.05. The are no undisclosed interests, present or future, in
the shares to be issued by CORE IRIS, nor does CORE IRIS know of any assertion
of such an interest;
Section 2.06. CORE IRIS is not required by any provision of federal,
state, or local law to take any further action or to seek any governmental
approval of any nature prior to the issuance by it of the CORE IRIS shares;
Section 2.07. There are no provisions of any contract, indenture, or
other instrument to which CORE IRIS is a party or to which CORE IRIS shares
would be subject to which would prevent, limit, or condition the issuance of the
CORE IRIS shares to FOODEX;
Section 2.08. As directed by the Certificate of Incorporation, Bylaws,
or any other agreement or corporate resolution CORE IRIS will provide the
appropriate documentation that is has complied with all terms as may be required
by CORE IRIS to obtain stockholder approval prior to CORE IRIS issuing shares to
FOODEX'
Section 2.09. CORE IRIS currently has no subsidiaries nor any interest
in any other corporation, partnership, or limited liability company. All
business activities of CORE IRIS were carried by the company in 1994 when the
company was founded to pursue entertainment projects. The project was terminated
as it was determined that the production was not economically feasible. There
have been no further business operations in the company since that time;
Section 2.10. CORE IRIS currently has no business activities;
Section 2.11. CORE IRIS has delivered to FOODEX the audited/ unaudited
consolidated balance sheet and consolidated statement of operations of CORE Iris
for the years ended December 1993 and 1994, as well as the ones for the six
months ended June 30, 1995. All such financial statements have been prepared in
conformity with generally accepted accounting principles applied and on a
consistent basis and fairly depict the financial position of CORE IRIS as of the
dates set forth in such financial statements;
Section 2.12. As set forth in the balance sheet of CORE IRIS for the six
months ended June 30, 1995 there is no outstanding indebtedness;
Section 2.13. CORE IRIS, nor any of its officers, directors, is a party
to, nor has to been threatened with any litigation or governmental proceeding
which, if decided adversely to it, would have a material adverse effect upon the
transaction contemplated hereby, or upon the financial condition or net worth of
CORE IRIS, or which would create a material liability on the part of CORE IRIS;
Section 2.14. CORE IRIS has filed all federal income tax returns and, in
each state where qualified or incorporated, all state income tax or franchise
tax returns which are required to be filed, has paid all taxes as shown on said
returns as have become due, and has paid all assessments received to the extent
that such assessments have become due;
Section 2.15. The shares of stock of CORE IRIS which are to be issued
and delivered to shareholders of FOODEX pursuant to the terms of this agreement,
when so issued and delivered, will be validly authorized and issued, and will be
fully paid and non-assessable. No SHAREHOLDERS of CORE IRIS will have any
preemptive right of subscription or purchase in respect thereof.
ARTICLE 3. WARRANTIES AND REPRESENTATIONS
OF SHAREHOLDERS OF FOOD EXTRUSION, INC.
Section 3.01. FOODEX is a corporation duly organized, validly existing
and in good standing under the laws of the State of California;
Section 3.02. FOODEX has the corporate power and authority to enter
into this Plan and Agreement of Reorganization;
Section 3.03. By executing this Agreement and Plan of Reorganization,
FOODEX is acting solely for its own behalf;
Section 3.04. The shareholders of FOODEX who are receiving shares in
this exchange are receiving the 11,772,751 shares of common stock of CORE IRIS
for their own behalf and not with a view to distribute or transfer the shares to
a third party;
Section 3.05. The shareholders of FOODEX are not prevented by any
federal, state or local law or by any provision of any contract, mortgage,
indenture or other instrument from purchasing the CORE IRIS shares as
contemplated by this Agreement;
Section 3.06. FOODEX has access to the extent it deems necessary to the
financial information of CORE IRIS to permit it to evaluate the business of CORE
IRIS and the merits and risks associated with the purchase of the CORE IRIS
shares described herein;
Section 3.07. FOODEX recognizes that CORE IRIS has had a varied
business history and that the CORE IRIS shares to be acquired through the
exchange must be regarded as speculative and subject to a high degree of risk.
FOODEX has received no assurance whatsoever as to the value of the CORE IRIS
shares to be issued, nor has CORE IRIS or any other officer or director of CORE
IRIS made any representations or promises to FOODEX regarding any potential
appreciation in the value of the CORE IRIS shares to be issued.
ARTICLE 4. COVENANTS OF CORE IRIS, INC.
Section 4.01. At the Closing, CORE IRIS shall undertake to deliver to
FOODEX certificates for the CORE IRIS shares to be issued;
Section 4.02. From the date of execution of this Agreement, CORE IRIS
shall take no action that would encumber to restrict the CORE IRIS shares to be
issued;
Section 4.03. CORE IRIS will file all disclosure documents as may be
required by state and federal securities laws as a result of the execution and
consummation of this Agreement.
ARTICLE 5. COVENANTS OF FOOD EXTRUSION, INC.
Section 5.01. FOODEX will assist CORE IRIS in filing all disclosure
documents required by state and federal securities law upon the execution and
consummation of this Agreement;
Section 5.02. FOODEX will file necessary documentation with Standard &
Poors Corporation (or similar organization) and pay the fees to become listed in
the S&P (or similar organization) corporate records. FOODEX will maintain such
listing on a current basis as required by S&P (or similar organization) for a
period of at least three years.
ARTICLE 6. CONDUCT OF BUSINESS OF
CORE IRIS, INC. PENDING CLOSING
Section 6.01. CORE IRIS currently has no business operations and will
not engage in any business operations until the closing of this Agreement;
Section 6.02:
(a) CORE IRIS will afford FOODEX, from the date hereof until
consummation of the plan of reorganization, full access during
normal business hours to all books, accounts, contracts,
commitments, and records of every kind of CORE IRIS in order
that FOODEX may have full opportunity to investigate the
affairs of CORE IRIS;
(b) SHAREHOLDERS will use any information so secured only for his
own purposes in connection with the consummation of the
transaction contemplated hereby and will not divulge the
information to any persons not so entitled thereto.
ARTICLE 7. CONDUCT OF BUSINESS OF
FOOD EXTRUSION, INC. PENDING CLOSING
Section 7.01:
(a) The Directors and Officers of FOODEX will cause FOODEX to
afford the officers and agents of CORE IRIS, from the date
hereof until consummation of the plan of reorganization, full
access during the normal business hours of all books,
accounts, contracts, commitments, and records of every kind of
FOODEX (except for information deemed by the Directors and
Officers of FOODEX to be trade secrets and/or other
intellectual property) in order that CORE IRIS may have full
opportunity to make such investigation as it shall desire to
make of, and to keep itself informed with respect to, the
affairs of FOODEX;
(b) CORE IRIS will use any information so secured only for its own
purposes in connection with the consummation of the
transaction contemplated hereby and will not divulge the
information to any persons not entitled thereto.
Section 7.02. The Board of Directors of FOODEX will cause FOODEX to
carry on its business in substantially the same manner as heretofore, and to
continue in full force insurance coverage comparable in amount and scope and
coverage regularly maintained by it. FOODEX will use their best effort to cause
FEI to maintain its business organization intact and to retain its present
employees, and to maintain its relationship with suppliers and others having
business relationships with it.
ARTICLE 8. CONDITIONS PRECEDENT
TO OBLIGATIONS OF CORE IRIS, INC. TO CLOSE
Section 8.01. The obligation of CORE IRIS to consummate the plan of
reorganization shall be subject to the following conditions precedent:
(a) Representations and warranties of FOODEX contained herein
shall be true as of the closing date with the same effect as
though made on the closing date. FOODEX shall have performed
all obligations and complied with all covenants required by
this Agreement to be performed or complied with by FOODEX
prior to the closing date. FOODEX shall have delivered to CORE
IRIS a certificate dated as of the closing date certifying as
to the truth of the representations and warranties, as to the
performance of the obligations, and as to the compliance with
the covenants.
(b) By signing and completing this Agreement, the Board of
Directors of FOODEX represents and warrants for the
shareholders of FOODEX that they are taking the shares of
common stock of CORE IRIS for purposes of investment, and will
not dispose of the share received by them hereunder, in a
manner which would result in a violation of the Securities Act
of 1933, as amended. (c) The execution by at least 80% of the
voting shares of FOODEX of the Subscription Agreement.
ARTICLE 9. CONDITIONS PRECEDENT TO
OBLIGATIONS OF SHAREHOLDERS TO CLOSE
Section 9.01. The obligations of the Board of Directors and of FOODEX
to consummate the plan of reorganization shall be subject to the following
conditions precedent:
(a) Representations and warranties of CORE IRIS contained herein
shall be true as of the closing date with the same effect as
though made on the closing date. CORE IRIS shall have
performed all obligations and complied with all covenants
required by this Agreement to be performed or complied with by
them prior to the closing date.
(b) All permits required by any state or federal securities
regulatory agency or the lawful consummation of the
reorganization shall have been obtained;
(c) On the closing date, there shall be famished to FOODEX an
opinion from counsel for CORE IRIS, dated as of the closing
date and in form satisfactory to counsel for FOODEX,
Xxxxxxxxx, Genshlea & Xxxxxx Law Corporation, to the effect
that CORE IRIS is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Nevada, and that the shares of common stock of CORE IRIS
delivered to FOODEX on the closing date have been duly
authorized, issued, and delivered and are validly issued and
outstanding, fully paid and non-assessable shares of common
stock in CORE IRIS. (d) By signing and completing this
Agreement, CORE IRIS represents and warrants for its
shareholders are taking view that the shares of common stock
held of CORE IRIS are for purposes of investment and will not
dispose of the share received by them hereunder in a manner
which would result in a violation of the Securities Act of
1933, as amended.
ARTICLE 10.
CONSUMMATION OF TRANSACTION
Section 10.01. FOODEX shareholders shall deliver to CORE IRIS, on the
closing date, certificates representing one hundred percent (100%) of the issued
and outstanding shares of stock of FOODEX;
Section 10.02. CORE IRIS shall deliver to FOODEX, on the closing date,
certificates representing 11,772,750 shares of common stock broken into blocks
as directed by the Board of Directors of FOODEX to the shareholders of FOODEX;
Section 10.03. CORE IRIS shall instruct the transfer agent, on the
closing date, to place in escrow certificates representing 1,050,000 shares of
common stock broken into blocks as directed by FINDERS;
Section 10.04. CORE IRIS shall pay its own expenses, FOODEX shall pay
its own expenses and costs incident to the preparation of this Agreement and to
the consummation of the plan of reorganization.
ARTICLE 11. INTERPRETATION AND ENFORCEMENT
Section 11.01. Any notice or other communication required or permitted
hereunder shall be deemed to be properly given when deposited in the United
States mails for transmittal by certified or registered mail, postage prepaid;
Section 11.02:
(a) Except as limited by the provisions of subsection (b) of this
Section, this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the
parties, as well as to the parties;
(b) Any assignment of this Agreement or the rights hereunder of
any of the parties, without the written consent of the other
parties hereto, shall be void.
Section 11.03. This instrument and the exhibits attached hereto contain
the entire agreement between the parties with respect to the transaction
contemplated hereby. It may be execute in any number of counterparts, each of
which shall be deemed an original, but such counterparts together constitute
only one and the same instrument. This Agreement supersedes the Letter of Intent
dated October 9, 1995 between the companies.
Section 11.04. The validity, interpretation, and performance of this
Agreement shall be controlled by and construed under the laws of the State of
Nevada.
ARTICLES 12. INDEMNIFICATION
Section 12.01 CORE IRIS will indemnify FOODEX, each of its officers,
directors, and shareholders, and such FOODEX's separate legal counsel and
independent accountants, against all expenses, claims, losses, damages, or
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, arising out
of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in the information obtained by CORE IRIS, or any amendment or
supplement thereto, or based on any omission (or alleged omission) to state
therein, a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made not
misleading or any violation by FOODEX of any rule or regulation promulgated
under the Securities Act and any state securities law or regulation applicable
to FOODEX, and CORE IRIS will reimburse FOODEX, each of its officers, directors,
and shareholders for any legal and any other expenses reasonably incurred in
connection with investigating, preparing, or defending any such claim, loss,
damage, liability or expense arising out of, or is based on any conformity with
written information furnished to CORE IRIS by an instrument duly executed by
FOODEX and stated to be specifically for use therein.
IN WITNESS WHEREOF, the Agreement has been executed by the parties hereto as of
the dates set forth below.
CORE IRIS, INC. FOOD EXTRUSION, INC.
By /s/Xxxxxx X. Xxxxxx By:/s/Xxxxxx X. XxXxxx
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Xxxxxx X. Xxxxxx Xxxxxx XxXxxx
Its: Secretary Its: Chairman and Chief Executive Officer
Dated: 12/5/95 Dated: 12/5/95