PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER (hereinafter referred to as this
"Agreement") dated as of April 17, 2000, is made and entered into by and between
Light Management Group, Inc., a Nevada Corporation ("LMGR") and Laser Show
Systems Investments, LTD, a United Kingdom company ("LSS").
W-I-T-N-E-S-S-E-T-H:
WHEREAS, LMGR is a corporation organized and existing under the laws of the
State of Nevada and is a public reporting corporation; and
WHEREAS, LSS is a private corporation and existing under the laws of the
United Kingdom;
NOW THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that
LSS shall be merged into LMGR (the "Merger") upon the terms and conditions
hereinafter set forth.
ARTICLE I
Merger
On April 17, 2000, or as soon as practicable thereafter (the "Effective
Date"); LSS shall be merged into LMGR, the separate existence of LSS shall cease
and LMGR shall continue to exist under the name of "Light Management Group,
Inc." by virtue of, and shall be governed by, the laws of the State of Nevada.
The address of the registered office of LMGR shall be Xxxxx 000, 0000 Xxxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxx Xxxxxx, X0X 0X0.
ARTICLE II
Certificate of Incorporation of LMGR
The Certificate of Incorporation of LMGR as in effect on the date hereof
shall be the Certificate of Incorporation of LSS on the Effective Date without
change unless and until amended in accordance with applicable law.
ARTICLE III
Bylaws of LMGR
The Bylaws of LMGR shall be in effect on the date hereof without change
unless and until amended or repealed in accordance with applicable law.
ARTICLE IV
Effect of Merger on Stock of Constituent Corporation
4.01 On the Effective Date, (i) all outstanding shares (which is a single
share) of LSS common stock ("LSS Common Stock") shall be converted into One
Hundred Forty-Seven Thousand Six Hundred (147,600) shares of LMGR stock, ("LMGR
Stock"). Any outstanding shares of LSS Common Stock shall be retired and
canceled. LSS shall deliver all stock certificates, plus all minutes and other
books and records of LSS to LMGR. The 147,600 shares of LMGR shall consist of
Fifty Thousand (50,000) shares issued without restrictive legends, and 97,600
shares issued with restrictive legends.
4.02 (a) LMGR shall act as exchange agent in the Merger.
(b) Prior to, or as soon as practicable, after the Effective Date, LMGR
shall mail to each person who was, at the time of mailing or at the Effective
Date, a holder of record of issued and outstanding LSS Common Stock (i) a form
letter of transmittal and (ii) instructions for effecting the surrender of the
certificate or certificates, which immediately prior to the Effective Date
represented issued and outstanding shares of LSS Common Stock ("LSS
Certificates"), in exchange for certificates representing LMGR Stock. Upon
surrender of a LSS Certificate for cancellation to LMGR, together with a duly
executed letter of transmittal, the holder of such LSS Certificate shall
subject to paragraph (f) of this section 4.02 and shall be entitled to receive
in exchange thereof certificates representing that number of shares of LMGR
Stock into which LSS Common Stock therefore represented by the LSS Certificate
so surrendered shall have been converted pursuant to the provisions of this
Article IV; and the LSS Certificate so surrendered shall forthwith be canceled.
A holder of shares LSS stock shall be defined as beneficial owners of the
outstanding share of LSS.
(c) It is further understood that at the time of the said merger and
conversion of shares, a single share of LSS stock is outstanding. In the event,
the number of shares of LSS outstanding at the time of signing of this agreement
exceeds one, this agreement will be considered null and void.
(d) No dividends or other distributions declared after the Effective Date
with respect to LMGR Stock and payable to holders of record thereof after the
Effective Date shall be paid to the holder of any un-surrendered LSS Certificate
with respect to LMGR Stock which by virtue of the Merger are represented
thereby, nor shall such holder be entitled to exercise any right as a holder of
LMGR Stock until such holder shall surrender such LSS Certificate. Subject to
the effect, if any, of applicable laws, and except as otherwise provided in
paragraph (f) of this Section 4.02, after the subsequent surrender and exchange
of a LSS Certificate, the holder thereof shall be entitled to receive any such
dividends or other distributions, without any interest thereon, which became
payable prior to such surrender and exchange with respect to LMGR Stock
represented by such LSS Certificate.
(e) After the Effective Date, there shall be no further registration of
transfers on the stock transfer books of LSS of the Shares of LSS Common Stock,
or of any other shares of stock of LSS, which were outstanding immediately prior
to the Effective Date. If, after the Effective Date certificates representing
such shares are presented to LSS they shall be canceled.
(f) No certificates or scrip representing fractional shares LMGR shall be
issued upon the surrender for exchange of LSS Certificates. In lieu thereof,
the Exchange Agent shall issue to each holder of LSS Common Stock a whole share
of LMGR Stock.
ARTICLE V
Corporate Existence, LSS and Liabilities of LSS
5.01 On the Effective Date the separate existence of LSS shall cease.
LSS shall be merged with and into LMGR in accordance with the provisions of this
Agreement. Thereafter, LMGR shall possess all the rights, privileges, powers
and franchises of a public as well as of a private nature, and shall be subject
to all the restrictions, disabilities and duties of each of the parties to this
Agreement and all and singular; the rights, privileges, powers and franchises of
LSS and LMGR, and all property, real, personal and mixed, and all debts due to
each of them on whatever account, shall be vested in LMGR; and all property,
rights, privileges, powers and franchises, and all and every other interest
shall be thereafter and effectually the property of LMGR, as they were of the
respective constituent entities, and the title to any real estate whether by
deed or otherwise vested in LSS and LMGR or either of them, shall not revert to
or be in any way impaired by reason of the Merger; but all rights of creditors
and all liens upon any property of the parties hereto, shall be preserved
unimpaired, and all debts, liabilities and duties of the respective constituent
entities, shall thenceforth attach to LMGR, and may be enforced against it to
the same extent as if said debts, liabilities and duties had been incurred or
contracted by it.
5.02 LSS agrees that it will execute and deliver, or cause to be executed
and delivered, all such deeds, assignments and other instruments in order to
vest in and confirm to LMGR title to and possession of all the property, rights,
privileges, immunities, powers, purposes and franchises, and all and every other
interest, of LSS and otherwise to carry out the intent and purposes of this
Agreement.
5.03 LSS represents and warrants that it has disclosed directly or
indirectly all existing and known future debts and liabilities of LSS to LMGR,
whether direct or contingent, disputed or undisputed, including, but not limited
to all liabilities to federal, state and local governmental authorities, trade
creditors, and the like.
ARTICLE VI
Officers and Directors of LMGR
6.01 Upon the Effective Date, the officers and directors of LSS shall be
replaced by the officers and directors of LMGR in office at such date, and such
persons shall hold office in accordance with the Bylaws of LMGR or until their
respective successors shall have been appointed or elected.
ARTICLE VII
Approval by Shareholders; Amendment; Effective Date
7.01 This Agreement and the Merger contemplated hereby are subject to
approval by the requisite vote of shareholders of LSS in accordance with
applicable United Kingdom law and are subject to approval by the requisite vote
of the board of directors of LMGR in accordance with applicable Nevada law. As
promptly as practicable after approval of this Agreement by shareholders and
directors in accordance with applicable law, duly authorized officers of the
respective parties shall make and execute Articles of Merger and/or a
Certificate of Merger and shall cause such documents to be filed with the
Secretary of State of Nevada and the appropriate British authority,
respectively, in accordance with the laws of the State of Nevada and of the
United Kingdom respectively. The Effective Date of the Merger shall be the date
on which the Merger becomes effective under the laws of Nevada.
7.02 The Boards of Directors of LSS and LMGR may amend this Agreement at
any time prior to the Effective Date, provided that an amendment made subsequent
to the approval of the merger by the shareholders of LSS 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 LSS Common Stock (2) alter or change any term of
the Certificate of Incorporation of LMGR, or (3) alter or change any of the
terms and conditions of this Agreement if such alteration or change would
adversely affect the holders of LSS Common Stock.
ARTICLE VIII
Miscellaneous
8.01 In order to facilitate the filing and recording of this Agreement,
this Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be an original and all such counterparts shall together
constitute one and the same instrument.
8.02 97,600 shares of LMGR delivered at the Effective Date shall carry
legends which will restrict the sale of said shares for times and upon
conditions that are subject to federal and states securities laws. Said stock
can only be sold if, in the opinion of LMGR's counsel, such a sale will not
violate and federal or state securities law. LMGR shall deliver that portion
of the common stock provided in this Agreement to LSS that does not carry
restrictive legends, however, if the holder of said stock is an officer,
director or 'control person' of LMGR, as defined under federal securities laws,
the stock held or controlled by said individual can only be sold if, in the
opinion of LMGR's counsel, such a sale will not violate and federal or state
securities law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, all as of the day and year first above
written.
LIGHT MANAGEMENT GROUP, INC.
A Nevada Corporation
By:/s/ Don Iwacha
Don Iwacha, President
LASER SHOW SYSTEMS INVESTMENTS, LTD
A United Kingdom Company
By:/s/ Xxxxxx Xxxxxxxxxxx
President & CEO
