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EXHIBIT 2.2
AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated this 31st day of October, 1996, pursuant to
Section 252(c) of the General Corporation Law of Delaware, between Systems and
Programming Resources, Inc., an Illinois corporation ("Systems, Inc."),
Consulting Acquisition, Inc., an Illinois corporation ("Data Flex"), and SPR
Inc., a Delaware corporation, which corporations collectively are referred to
herein as the "Constituent Corporations."
WITNESSETH that:
WHEREAS, the Constituent Corporations desire to merge into a single
corporation;
WHEREAS, Systems, Inc. is duly organized, existing and in good
standing under the laws of the State of Illinois and has 800,000 shares of
authorized common stock, 388,000 shares of which are issued and outstanding;
WHEREAS, Data Flex is duly organized, existing and in good standing
under the laws of the State of Illinois and has 3,000,000 shares of authorized
common stock, 10,000 shares of which are issued and outstanding;
WHEREAS, SPR Inc. is duly organized, existing and in good standing
under the laws of the State of Delaware and has 16,000,000 shares of authorized
capital stock, consisting of 13,000,000 shares of common stock and 3,000,000
shares of preferred stock;
WHEREAS, the Boards of Directors of the Constituent Corporations have
determined that it is in the best interests of the Constituent Corporations and
their respective shareholders that Systems, Inc. and Data Flex be merged into
SPR Inc. and the respective shareholders of the Constituent Corporations have
approved the proposed merger.
NOW THEREFORE, the Constituent Corporations, in consideration of the
mutual covenants, agreements and provisions hereinafter contained do hereby
prescribe the terms and conditions of said merger and the mode of carrying the
same into effect as follows:
FIRST: Systems, Inc. and Data Flex shall be and hereby are merged
into SPR Inc. and SPR Inc. shall be the surviving corporation. Such
transaction shall hereinafter be referred to as the "Merger."
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SECOND: The Certificate of Incorporation of SPR Inc. as in effect on
the date of the Merger shall continue in full force and effect as the
Certificate of Incorporation of the surviving corporation.
THIRD: The manner of converting the outstanding shares of the capital
stock of each of the Constituent Corporations into the shares or other
securities of the surviving corporation shall be as follows:
(a) Each share of Systems, Inc. common stock issued and held in
treasury of Systems, Inc. immediately prior to the Effective Date shall be
canceled and retired, and no shares or other securities of SPR Inc. shall be
issuable with respect thereto.
(b) Each share of SPR Inc. common stock which shall be issued and
outstanding on the effective date of this Agreement shall remain issued and
outstanding.
(c) Subject to the provisions of paragraph (e), each share of
Systems, Inc. common stock which shall be outstanding immediately prior to the
Effective Date shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted as of the Effective Date into the
right to receive 3.81591 shares of SPR Inc. common stock.
(d) Subject to the provisions of paragraph (e), each share of Data
Flex common stock which shall be outstanding immediately prior to the Effective
Date shall, by virtue of the Merger and without any action on the part of the
holder thereof, be converted as of the Effective Date into the right to receive
14.1391 shares of SPR Inc. common stock.
(e) No certificates for fractional shares shall be issuable. If
any fractional shares would otherwise be delivered but for the preceding
sentence, such shares in all circumstances will be rounded up or down to the
nearest whole number of SPR Inc. common shares.
(f) Each holder of Systems, Inc. common stock and each holder of
Data Flex common stock on the Effective Date shall be entitled, upon the
surrender to SPR Inc. of the certificate or certificates for his shares of
Systems, Inc. or Data Flex stock for cancellation, to receive a certificate or
certificates representing the number of shares of SPR Inc. common stock
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into which the shares of Systems, Inc. or Data Flex common stock shall have
been converted in the Merger. Until so presented and surrendered in exchange
for a certificate or certificates of SPR Inc. common stock, each certificate
which represents issued and outstanding shares of Systems, Inc. or Data Flex
common stock shall be deemed for all corporate purposes to evidence the
ownership of the number of shares of SPR Inc. common stock into which the
shares shall have been converted in the Merger.
FOURTH: The terms and conditions of the Merger are as follows:
(a) The By-laws of SPR Inc. as they shall exist on the effective
date of the Merger shall be and remain the bylaws of the surviving corporation
until the same shall be altered, amended or repealed as therein provided.
(b) The directors and officers of SPR Inc. shall continue in
office until the next annual meetings of stockholders and directors and until
their successors shall have been elected and qualified.
(c) The effective date of the Merger (the "Effective Date") shall
be October 31, 1996, or the earliest date thereafter that the proper
Certificate of Merger is filed in the office of the Secretary of State.
(d) Upon the Merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of Systems, Inc. and Data Flex shall be
transferred to, vested in, and devolve upon, SPR Inc. without further act or
deed and all property, rights, and every other interest of SPR Inc. and
Systems, Inc. and Data Flex shall be as effectively the property of SPR Inc. as
they were of SPR Inc. and Systems, Inc. and Data Flex respectively. Systems,
Inc. and Data Flex hereby agree from time to time, as and when requested by SPR
Inc. or by its successors or assigns, to execute and deliver or cause to be
executed and delivered all such deeds and instruments and to take or cause to
be taken such further or other action as SPR Inc. may deem necessary or
desirable in order to vest in and confirm to SPR Inc. title to and possession
of any property of Systems, Inc. and Data Flex acquired or to be acquired by
reason of or as a result of the Merger
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herein provided for and otherwise to carry out the interest and purposes hereof
and the proper officers and directors of Systems, Inc. and Data Flex and the
proper officers and directors of SPR Inc. are fully authorized in the name of
Systems, Inc. and Data Flex or otherwise to take any and all such action.
FIFTH: The Constituent Corporations hereby represent and warrant as
follows:
(a) Authority; Enforceability. The execution, delivery and
performance of this Agreement, and the consummation of transactions
contemplated herein, have been duly and validly authorized by all necessary
corporate action by each of the Constituent Corporations. This Agreement
represents the legal, valid and binding obligation of each of the Constituent
Corporations and is enforceable against each of them in accordance with its
terms except, in all cases, as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by general equitable
principles.
(b) No Violation. Neither the execution, delivery and performance
of this Agreement nor the consummation of the transactions contemplated herein,
nor compliance with any of the provisions hereof will (i) violate or conflict
or result in a breach of any provision of each respective Constituent
Corporation's Articles of Incorporation or By-Laws, (ii) constitute or result
in the breach of, or default under, any material note, mortgage, indenture,
license, agreement, lease, security or other material instrument or obligation
to which each Constituent Corporation is a party or by which any of them or any
of their respective properties may be subject or (iii) result in a violation of
any statute or governmental regulation, or any judgment or decree of any court
or governmental authority, to which any of the Constituent Corporations is
subject.
SIXTH: This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, and all such counterparts shall
constitute one instrument.
SEVENTH: Anything herein or elsewhere to the contrary
notwithstanding, this
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Agreement may be amended or terminated and abandoned by the Board of Directors
of any Constituent Corporation at any time prior to the date of filing the
Certificate of Merger with the Secretary of State, provided that an amendment
made subsequent to the adoption of the Agreement by the stockholders of any
Constituent Corporation shall not (1) alter or change the amount or kind of
shares to be received in exchange for or on conversion of all or any of the
shares of any class or series thereof of such Constituent Corporation, (2)
alter or change any term of the Certificate of Incorporation of SPR Inc. to be
effected by the Merger, or (3) alter or change any of the terms and conditions
of the Agreement if such alteration or change would adversely affect the
holders of any shares of common stock of such Constituent Corporation.
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IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
Boards of Directors have caused these presents to be executed by the President
and Secretary of each party hereto as the respective act, deed and agreement of
each of said corporations, on this 31st day of October, 1996.
SPR INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Its: President
By: /s/ Xxxxx X Xxxxxxxx
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Xxxxx X Xxxxxxxx
Its: Secretary
CONSULTING ACQUISITION, INC. SYSTEMS AND PROGRAMMING
RESOURCES, INC.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx
Its: President Its: President
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx
Its: Secretary Its: Secretary
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