Exhibit 2.3
AMENDMENT NO. 2
TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 2 dated as of November 6, 1997 (this "Amendment") is
entered into among Lightbridge, Inc., a Delaware corporation ("Lightbridge"),
SeeCross Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of Lightbridge ("Acquisition Corp."), and Coral Systems, Inc., a Delaware
corporation ("Coral"), to amend the Agreement and Plan of Reorganization dated
as of September 9, 1997, as amended by Amendment No. 1 thereto dated as of
October 9, 1997 (as so amended, the "Agreement"). Capitalized terms used but not
defined in this Amendment shall have the respective meanings ascribed to them in
the Agreement.
RECITALS
On September 9, 1997, Lightbridge, Acquisition Corp. and Coral entered into
the Agreement and Plan of Reorganization in order to effect the Merger, pursuant
to which, among other things, issued and outstanding shares of Coral Capital
Stock would be converted into shares of Lightbridge Common. On October 9, 1997,
the parties entered into Amendment No. 1 to such Agreement and Plan of
Reorganization, in order to modify the definition of Calculation Price.
The parties desire to modify certain provisions of the Agreement as set
forth herein.
NOW, THEREFORE, Lightbridge, Acquisition Corp. and Coral hereby agree
as follows:
1. Section 1.10 of the Agreement is hereby deleted in its entirety, and the
following is substituted therefor:
"Section 1.10. Post-Closing Balance Sheet Adjustment.
"1.10.1. Following the Closing Date, the Surviving Corporation, with
the advice and assistance of Price Waterhouse LLP and the Holders' Agent,
will prepare a balance sheet of Coral as of immediately prior to the time
of the Closing (the "Preliminary Closing Balance Sheet"). The Preliminary
Closing Balance Sheet will be prepared in accordance with generally
accepted accounting principles applied on a basis, and using methodologies,
consistent with the Financial Statements (as defined in Section 2.6),
except that the Preliminary Closing Balance Sheet may omit footnotes and
related disclosures normally contained in audited balance sheets prepared
in accordance with generally accepted accounting principles.
"1.10.2. On or before the tenth day following the Closing Date, the
Surviving Corporation and the Holders' Agent will deliver to Lightbridge
the Preliminary Closing Balance Sheet and a proposed statement of the
Preliminary Adjustment Amount. The Preliminary Adjustment Amount shall be
the difference between negative $1,245,500 and the working capital (total
current assets less total current liabilities) of Coral as reflected on the
Preliminary Closing Balance Sheet; provided, however, that the Preliminary
Adjustment Amount shall not reflect any reductions in the working capital
of Coral attributable to any of the items listed in Section 1.10 of the
Schedule.
"1.10.3. Within ten days after its receipt of the Preliminary Closing
Balance Sheet and proposed statement of the Preliminary Adjustment Amount,
Lightbridge shall notify the Surviving Corporation and the Holders' Agent
whether it accepts or disputes the Preliminary Adjustment Amount. If
Lightbridge accepts the Preliminary Closing Balance Sheet and the
Preliminary Adjustment Amount,
or fails to notify the Surviving Corporation and the Holders' Agent of any
dispute with respect thereto within said ten-day period, the Preliminary
Closing Balance Sheet shall be deemed to be the "Final Closing Balance
Sheet" and the Preliminary Adjustment Amount shall be deemed to be final,
conclusive and binding upon the parties (the "Final Adjustment Amount").
During such ten-day period and until the determination of the Final
Adjustment Amount, Lightbridge will be provided with access to such
financial books and records of Coral as it may reasonably request in order
to confirm the accuracy of the Preliminary Closing Balance Sheet. If
Lightbridge disputes the accuracy of the Preliminary Closing Balance Sheet
or the Preliminary Adjustment Amount, it shall in such notice set forth in
reasonable detail those items that it believes are not fairly presented in
conformity with Section 1.10.1 above and the reasons for its opinion. The
parties shall then meet and in good faith use their best efforts to try to
resolve their disagreements over the disputed items as promptly as
practicable. If the parties resolve their disagreements over the disputed
items in accordance with the foregoing procedure, the Preliminary Closing
Balance Sheet and the Preliminary Adjustment Amount, with those
modifications to which the parties shall have agreed, shall be deemed to be
the Final Closing Balance Sheet and the Final Adjustment Amount. If the
parties have not resolved their disagreements over the disputed items on
the Preliminary Closing Balance Sheet or the Preliminary Adjustment Amount
within ten days after the notice of dispute from Lightbridge, Lightbridge
may request that Deloitte & Touche LLP audit the Preliminary Closing
Balance Sheet and issue its report thereon, which shall be delivered within
forty-five days after the request date. If the Holders' Agent accepts such
audited Preliminary Closing Balance Sheet and the related calculation of
the Preliminary Adjustment Amount, or fails to notify Lightbridge of any
dispute with respect thereto within ten days after receiving a copy
thereof, such audited Preliminary Closing Balance Sheet shall be deemed to
be the Final Closing Balance Sheet and the related Preliminary Adjustment
Amount shall be deemed to be the Final Adjustment Amount. If the parties
have not resolved their disagreements over the disputed items on the
audited Preliminary Closing Balance Sheet or Preliminary Adjustment Amount
within ten days after the Holders' Agent receives a copy thereof, the
parties shall forthwith jointly request an independent, national accounting
firm mutually agreed upon by Lightbridge and the Holders' Agent (the
"Accounting Arbitrator") to make a binding determination of those disputed
items in accordance with this Agreement. The Accounting Arbitrator will
have no more than forty-five days from the date of referral and no more
than thirty days from the final submission of information or testimony by
the parties to render its decision with respect to the disputed items
concerning the Preliminary Closing Balance Sheet and the Preliminary
Adjustment Amount, which decision shall be final and binding upon the
parties and enforceable as an arbitration award pursuant to the
Massachusetts Uniform Arbitration Act for Commercial Disputes, Mass. Gen.
Xxxx Xxx. ch. 251 or the Federal Arbitration Act, 9 U.S.C. (S)(S)1 et seq.
The Preliminary Closing Balance Sheet and the Preliminary Adjustment
Amount, with those adjustments determined by the Accounting Arbitrator to
be necessary, shall be deemed to be the Final Closing Balance Sheet and the
Final Adjustment Amount. The fees and expenses of the Accounting Arbitrator
engaged pursuant to this Section shall be borne equally by the Stockholders
and by Lightbridge (with the portion attributable to the Stockholders being
treated as an additional Offset Expense, further decreasing the Aggregate
Share Number pursuant to Section 1.4.4)."
2. Coral has delivered to Lightbridge on the date hereof an updated version
of the Schedule (the "Updated Schedule"). Lightbridge and Acquisition Corp.
agree that, in the event the Closing occurs, the Updated Schedule shall
supersede the initial Schedule and shall constitute the definitive Schedule for
all purposes of Article 7.
3. Notwithstanding any other provision of the Agreement (including the
Updated Schedule), to the extent that any claims, costs, losses, expenses,
liabilities or other damages suffered or incurred by Lightbridge or the
Surviving Corporation by reason of or otherwise arising out of the claims made
in the notice described in paragraph 2.8(h) of the Updated Schedule exceed
$30,000 and are not reserved for in the
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Final Closing Balance Sheet, the excess shall constitute Damages for which
Lightbridge and the Surviving Corporation shall be indemnified under Article 7
of the Agreement, subject to the provisions of Section 7.4 thereof.
4. Except as contemplated by the preceding paragraph 1, the provisions of
the Agreement shall remain in full force and effect to the same extent as in
force and effect prior to the execution and delivery of this Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
LIGHTBRIDGE, INC.
By: /s/ Xxxxxx X.X. Xxxxx
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President and Chief Executive Officer
SEECROSS ACQUISITION CORP.
By: /s/ Xxxxxx X.X. Xxxxx
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President
CORAL SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Executive Vice President
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