EXHIBIT 2
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (the "Agreement") is made as of this
2nd day of June, 1999, by and between Bio Clinic Management Company (the
"Target"), a Florida corporation, and SFBC International, Inc. (the "Surviving
Corporation"), a Delaware corporation (collectively the "Parties") .
WHEREAS, the respective board of directors of the Parties deem it
advisable and the directors of the Target recommend to its sole shareholder that
the Target be merged with and into the Surviving Corporation under the laws of
Delaware and Florida in the manner provided therefor pursuant to Section 252 of
the Delaware General Corporation Law (the "DGCL") and Section 607.1107 of the
Florida Business Corporation Act;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, the Parties have agreed, and do hereby agree, that
the Target shall merge into the Surviving Corporation upon the terms and
conditions below stated.
1. ADOPTION OF AGREEMENT. The directors and sole shareholder of the
Target by unanimous written consent on June 2, 1999 approved this Agreement. The
directors of the Surviving Corporation have adopted and approved this Agreement
by unanimous written consent on June 2, 1999.
2. AGREEMENT TO MERGE. The Parties hereby agree that the Target shall
be merged with and into the Surviving Corporation and the Target's existence
shall cease on the Effective Date, as defined below.
3. EFFECTIVE DATE. The merger of the undersigned corporations shall
become effective upon the filing of the Articles of Merger with the Florida
Secretary of State (the "Effective Date").
4. AGREEMENT. The executed Agreement is on file at the principal place
of business of the Surviving Corporation located at 00000 Xxxxxxxx Xxxx., X.
Xxxxx, XX 00000.
5. MANNER AND BASIS FOR CONVERSION OF SHARES. The manner and basis of
converting the shares of common stock of the Target into shares of the Surviving
Corporation shall be as follows:
(a) Seven-Hundred Seventy shares of the Target's common stock held by
Xx. Xxxxxx Xxxxxxx, the Target's sole shareholder, constituting all of the
shares outstanding on the Effective Date, shall be converted into 700,000 shares
of common stock of the Surviving Corporation;
(b) Upon tender of the certificates evidencing ownership of 770 shares
of the outstanding common stock of the Target, the Surviving Corporation shall
deliver 700,000 shares of fully paid and non-assessable common stock of the
Surviving Corporation to Xx. Xxxxxxx.
9. CERTIFICATION OF BOARD APPROVAL. The undersigned secretary of the
Target hereby certifies that the board of directors of the Target adopted the
Agreement by unanimous written consent as of June 2, 1999. The undersigned
secretary of the Surviving Corporation hereby certifies that the board of
directors of the Surviving Corporation adopted and approved the Agreement by
unanimous written consent as of June 2, 1999 pursuant to Section 251(f) of the
DGCL, and that no shares of stock of the Surviving Corporation were outstanding
prior to the adoption of the Agreement.
10. SHAREHOLDER APPROVAL. The undersigned secretary of the Target
hereby certifies that the sole shareholder approved the Agreement on June 2,
1999.
WE, THE UNDERSIGNED, HEREBY ACKNOWLEDGE that we have read the foregoing
Agreement and Plan of Merger and affirm and acknowledge under penalty of perjury
that the instrument is the act and deed of the corporation, and that all facts
contained herein are true and correct.
BIO CLINIC MANAGEMENT COMPANY, a Florida corporation
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By: Xxxxxx Xxxxxxx, President
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By: Xxxxxx Xxxxxxx, Secretary
SFBC INTERNATIONAL, INC., a Delaware corporation
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By: Xxxxxx Xxxxxxx, Chief Executive Officer
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By: Xxxx Xxxxxxx, M.D., Secretary
