EXHIBIT 2.1
PLAN AND AGREEMENT OF MERGER
PLAN AND AGREEMENT OF MERGER, dated as of July 1, 1996, between FLEX
ACQUISITIONS CORPORATION, a Texas corporation ("FAC") and FLEX FINANCIAL
GROUP, INC., a Texas corpora-tion ("FLEX FINANCIAL"); (all collectively called
the "Constituent Corporations").
The Boards of Directors of the Constituent Corporations deem it
advisable for the general welfare of the Constituent Corpora-tions and their
respective stockholders that the Constituent Cor-porations merge into a single
corporation pursuant to this Agree-ment and the Texas Business Corporation
Act.
The parties hereby agree as follows:
1. MERGER AND MODE OF CARRYING IT INTO EFFECT
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1.1 Merger. The Constituent Corporations will be at the
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Effective Date in the manner authorized and prescribed by the Texas Business
Corporation Act, merged into a single corporation, which corporation is FAC
(hereinafter sometimes called the "Surviving Corporation"), and the parties
hereby adopt the agreements, terms and conditions relating to the Merger and
the mode of carrying the same into ef-fect, which the parties covenant to
observe, keep and perform, set forth in this Agreement.
1.2 Effecting the Merger. This Agreement will be consummated and
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the Merger effected by the filing of Articles of Merger as required by Texas
law, with the Secretary of State of the State of Texas, whereupon as of the
Effective Date the separate corporate existence of Flex Financial will cease
and Flex Financial will be merged with and into the Surviving Corporation.
1.3 Effective Date. As used in this Agreement, the term
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"Effective Date" means the date Articles of Merger will have been filed with
the Secretary of State of the State of Texas, after satisfaction of the
requirements of the applicable law of such state prerequi-site to such filing.
1.4 Articles of Merger. Upon the approval of the merger by the
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shareholders of FAC and by the shareholders of Flex Financial, the officers of
FAC shall file with the Secretary of State of the State of Texas Articles of
Merger pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act; provided, however, that at any time prior to the filing of
such Articles of Merger with the Secretary of State of Texas, the Plan may be
terminated by the board of directors of Flex Financial notwithstanding
approval of this Agreement by the stockholders of Flex Financial or of FAC.
2. ARTICLES OF INCORPORATION; BYLAWS; DIRECTORS AND OFFICERS
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2.1 Articles of Incorporation. The Articles of Incorporation of
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FAC in effect on the date of this Agreement and the Effective Date will be the
Articles of Incorporation of the Surviving Corporation until altered or
amended as provided therein and by the laws of the State of Texas.
2.2 Bylaws. The bylaws of FAC on the Effective Date of the merger
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shall be the bylaws of the Surviving Corporation.
2.3 Directors. The entire Board of Directors of the Surviving
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Corporation will consist of those persons who comprise the Board of Directors
of FAC on the Effective Date; who, subject to the provisions of the bylaws of
the Surviving Corporation and the laws of the State of Texas will hold office
until the first an-nual meeting of stockholders of the Surviving Corporation
held subsequent to the Effective Date or until their respective suc-cessors
are elected and qualified.
2.4 Officers. The principal officers of the Surviving
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Corpora-tion, from and after the Effective Date of the merger shall be the
persons acting as the principal officers of FAC on the Effective Date; who,
subject to the provisions of the bylaws of the Surviving Corporation and the
laws of the State of Texas, will hold office until the first meeting of the
Board of Direc-tors following the first annual meeting of stockholders of the
Surviving Corporation held subsequent to the Effective Date or until their
respective successors are elected and qualified.
3. APPROVAL OF MERGER
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3.1 Stockholder Approvals. This Agreement shall be submitted
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separately to the shareholders of the Constituent Corporations in the manner
provided by the laws of the State of Texas for approval and pursuant to any
applicable federal securities laws.
4. CONVERSION AND ISSUE OF SECURITIES.
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The manner of converting the shares of each of the Constituent
Corporations into securities of the Surviving Corporation and re-lated
provisions are as follows:
A. All shares of capital stock of Flex Financial which shall be
issued and outstanding on the Effective Date shall, on the Effective Date, be
canceled and shall be converted into that number of shares of Common Stock,
par value $0.001 per share, of FAC.
B. All 20,000 shares of Common Stock, par value $0.001 per share, of
FAC which shall be outstanding immediately prior to the Effective Date shall,
on the Effective Date, continue to be outstanding.
C. All warrants and options of Flex Financial which shall be
outstanding on the Effective Date shall, on the Effective Date, be canceled
and shall be converted into warrants and options of FAC of equivalent tenor.
5. CERTAIN EFFECTS OF THE MERGER
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At the Effective Date, the separate existence and corporate organization
of Flex Financial, except insofar as it may be continued by statute, shall
cease and FAC shall continue as the Surviving Corporation, which shall
succeed, without other transfer or further act or deed whatsoever, to all the
rights, property and assets of the Constituent Corporations and shall be
subject to and liable for all the debts and liabilities of each; otherwise,
its identity, existence, purposes, rights, immunities, properties, liabilities
and obligations shall be unaffected and unimpaired by the Merger except as
expressly provided herein.
6. TAX TREATMENT
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The merger of FAC and Flex Financial shall be accomplished as a tax-free
reorganization as defined in Section 368(a)(1)(A) of the Internal Revenue Code
of 1986, as amended.
Executed on the 1st day of July, 1996, at Houston, Texas.
FLEX FINANCIAL GROUP, INC.
By: /S/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX, President
FLEX ACQUISITIONS CORPORATION
By: /S/ M. Xxxxxxx Xxxxxxx
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M. Xxxxxxx Xxxxxxx, President
