Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of April 25, 2001 (this
"AGREEMENT") by and between Secure Time, Inc., a Nevada corporation ("STI")
and Xxxxxxxx.xxx, Inc., a Nevada corporation ("XXXXXXXX.XXX" or the
"SURVIVING CORPORATION", and together with STI, the "CONSTITUENT
CORPORATIONS").
WHEREAS, the Boards of Directors of STI and Xxxxxxxx.xxx desire that
STI merge with and into Xxxxxxxx.xxx pursuant to the terms and conditions of
this Agreement and in accordance with Nevada Revised Statute ("NL"), and
have adopted and approved this Agreement in accordance with the NL; and
WHEREAS, the Constituent Corporations have agreed to merge pursuant
to and in accordance with the Plan of Reorganization (the "Plan"); and
WHEREAS, the stockholders of STI have adopted and approved this
Agreement in accordance with the NL, and the stockholders of Xxxxxxxx.xxx
have adopted and approved this Agreement in accordance with the NL.
NOW, THEREFORE, in consideration of the premises and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
THE MERGER
SECTION 1.1. THE MERGER. STI shall merge with and into Xxxxxxxx.xxx
(the "MERGER"). Xxxxxxxx.xxx shall be the surviving corporation in the
Merger, and at the Effective Time (as defined below), the separate existence
of STI shall cease. The corporate existence of Xxxxxxxx.xxx, with its
purposes, powers and objects, shall continue unaffected and unimpaired by the
Merger, and as the surviving corporation it shall succeed to all rights,
assets, liabilities and obligations of STI as and to the extent provided in
the NL. After the merger has been completed pursuant to the NL and this
Agreement, Xxxxxxxx.xxx will change its name to Solutions Technology, Inc.
SECTION 1.2. THE EFFECTIVE TIME. The Merger shall become effective
(the "EFFECTIVE TIME") upon the later of (i) filing of a certificate of
merger executed by Xxxxxxxx.xxx with the Secretary of State of the State of
Nevada, the form of which is attached as ANNEX A and (ii) satisfaction or
waiver of all post closing obligations set forth herein.
SECTION 1.3. CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of Xxxxxxxx.xxx shall, as of the Effective Time, be the
Certificate of Incorporation of the Surviving Corporation until duly amended.
SECTION 1.4. BY-LAWS. The By-Laws of Xxxxxxxx.xxx shall, as of the
Effective Time, be the By-Laws of the Surviving Corporation until duly
amended.
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SECTION 1.5. OFFICERS AND DIRECTORS. At the Effective Time, the
directors and officers of the Surviving Corporation shall be as follows:
NAME POSITION(S)
-------- ---------------
Xxxx Xxxxxxxx Director, Vice President of Operations, Secretary
Xxxx Xxxxxx Vice President, Treasurer, Secretary and Director
Xxxxx Xxxxxxxxx Chairman of the Board of Directors, President,
Chief Executive Officer
The terms of the directors shall be determined by the Board of
Directors of the Surviving Corporation in accordance with its bylaws.
SECTION 1.6. REQUIRED APPROVALS. This Agreement has been adopted and
approved by the stockholders of (i) Xxxxxxxx.xxx in accordance with Section
92A.100 of the NL, and (ii) STI in accordance with with Section 92A.100 of
the NL. As of the date of such approvals, 9,981,363 shares of common stock,
par value $.001 per share, of Xxxxxxxx.xxx and 10,500,000 shares of common
stock, .001 par value, of STI (the "STI Common Shares") were outstanding.
SECTION 1.7. CORPORATE NAME. The name under which Xxxxxxxx.xxx was
originally formed in Nevada was "Xxxxxxxx.xxx, Inc.".
ARTICLE II
CONVERSION OF SHARES
SECTION 2.1. EFFECT OF THE MERGER ON CAPITAL STOCK. At the Effective
Time, by virtue of the Merger and without any action on the part of the
Constituent Corporations or the holders of any capital stock thereof:
(a) CANCELATION OF OUTSTANDING CAPITAL STOCK OF STI. All issued and
outstanding shares of capital stock of STI, and all treasury stock owned by
STI, shall be canceled and cease to exist.
(b) CONVERSION OF STI COMMON SHARES. All issued and outstanding STI
Common Shares, which are 10,500,000 shares, shall be converted into 10,500,000
Common Shares, par value $.001 per share ("Common Shares"), of the Surviving
Corporation, which Common Shares shall be issued to existing shareholders of
STI on a pro rata basis in accordance with the Plan. Therefore, each share of
common stock of STI that is issued and outstanding immediately prior to the
Effective time shall be converted into one (1) Xxxxxxxx.xxx common share.
(c) CONTINUANCE OF CAPITAL STOCK OF XXXXXXXX.XXX. Each Xxxxxxxx.xxx
Common Share that is issued and outstanding immediately prior to the Effective
Time shall continue to be issued and outstanding.
SECTION 2.2. CLOSING OF TRANSFER BOOKS. From and after the Effective
Time, the stock transfer books of STI shall be closed and no transfer of any
capital stock of STI shall thereafter be made except as contemplated by this
Agreement. If, after the Effective Time, certificates representing any shares
of such capital stock are presented to the Surviving Corporation, they shall
be canceled and exchanged for the merger consideration specified in SECTION
2.1.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. REPRESENTATIONS AND WARRANTIES. Each party hereby
represents and warrants to the other that such party: (i) is a corporation
duly organized and in good standing in its jurisdiction of incorporation;
(ii) has obtained the requisite approval of its board of directors and
stockholders to effect the Merger; and (iii) has full power and authority to
execute, deliver and perform this Agreement.
ARTICLE IV
CLOSING CONDITIONS; THE CLOSING
SECTION 4.1. CLOSING CONDITIONS. (a) The consummation of the Merger
and the other transactions provided herein is conditioned upon the
satisfaction of the following conditions: there shall not be any pending or
threatened litigation, action or proceeding concerning the Merger or any
other transaction contemplated by this Agreement that, in the judgment of the
Board of Directors of Xxxxxxxx.xxx, would materially adversely affect any
Constituent Corporation or any right of their respective equity holders. The
parties shall use their commercially reasonable efforts to satisfy the
foregoing conditions.
(b) The closing under this Agreement shall occur on a date not more
than ten business days following the satisfaction of the foregoing conditions
at a place mutually agreed by the parties.
SECTION 4.2. POST CLOSING OBLIGATIONS. As a condition subsequent to
the closing of the merger contemplated hereby, the sole shareholder of STI
shall cause to be transferred to any persons possessing or obligated to
possess prescriptive rights to shares of STI. The amounts of shares of
Xxxxxxxx.xxx shares issued pursuant to this Agreement. Such amounts and
issues to be presented to and consented to Xxxxxxxx.xxx.
ARTICLE V
TERMINATION OR ABANDONMENT OF MERGER
SECTION 5.1. TERMINATION. This Agreement may be terminated and the
Merger abandoned at any time prior to the Effective Time by the Board of
Directors of Xxxxxxxx.xxx, if the Board of Directors of Xxxxxxxx.xxx shall
determine for any reason that the consummation of the transactions
contemplated hereby would be inadvisable or not in the best interests of
Xxxxxxxx.xxx or its shareholders.
ARTICLE VI
AMENDMENTS
SECTION 6.1. AMENDMENTS. At any time prior to the Effective Time,
the parties hereto may by written agreement amend, modify or supplement any
provision of this Agreement, provided that no such amendment, modification or
supplement may be made if, in the sole judgment of the Board of Directors of
Xxxxxxxx.xxx, it would adversely affect the rights and interests of
Xxxxxxxx.xxx's shareholders in any material respect.
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ARTICLE VII
ACCOMPLISHMENT OF MERGER
SECTION 7.1. FURTHER ASSURANCES. The parties hereto each agree to
execute such documents and instruments and to take whatever action may be
necessary or desirable to consummate the Merger.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.1. GOVERNING LAW. This Agreement shall be construed under
and in accordance with the laws of the State of Nevada applicable to
contracts to be fully performed in such State, without giving effect to choice
of law principles.
SECTION 8.2. HEADINGS. The headings set forth herein are for
convenience only and shall not be used in interpreting the text of the
section in which they appear.
SECTION 8.3. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement
may not be assigned by either party without the written consent of the other
party; this Agreement shall be binding upon and inure to the benefit of the
respective successors and permitted assigns of the parties hereto.
SECTION 8.4. COUNTERPARTS. This Agreement may be executed in
separate counterparts, each of which, when so executed, shall be deemed to be
an original, and such counterparts when taken together shall constitute but
one and the same instrument.
SECTION 8.5. EXTENSIONS OF TIME. At any time prior to the Effective
Time, the parties hereto may, by written agreement, extend time for the
performance of any of the obligations or other acts of the parties hereto.
SECTION 8.6. MERGER AGREEMENT. A copy of this Agreement is on file
at the principal place of business of Xxxxxxxx.xxx, 00 Xx Xxxxxx Xxxxxx,
Xxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000, and will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder or shareholder
of either Constituent Corporation.
SECTION 8.7. REIMBURSEMENT OF EXPENSES. Upon closing of the Merger
under this Agreement, the Surviving Corporation shall promptly reimburse the
officers, directors and shareholders of Xxxxxxxx.xxx, as the case may be, for
all costs and expenses incurred by any of such persons in connection with the
above referenced Stock Purchase Agreement and the Merger, including without
limitation, all legal fees and expenses.
IN WITNESS WHEREOF, STI and Xxxxxxxx.xxx have caused this Agreement
to be signed by their respective officers thereunto duly authorized as of
the day first above written.
Xxxxxxxx.xxx, Inc.
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By: /s/ Xxxxx Xxxxxxxxx
-------------------------------
Xxxxx Xxxxxxxxx, President
By: /s/ Xxxx Xxxxxx
-------------------------------
Xxxx Xxxxxx, Secretary
Secure Time, Inc.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Xxxxx Xxxxxxxx, President
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Xxxxx Xxxxxxxx, Secretary
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CERTIFICATE OF APPROVAL OF
AGREEMENT OF MERGER
The undersigned, Xxxxx Xxxxxxxxx and Xxxx Xxxxxx as
President and Secretary, respectively, of Xxxxxxxx.xxx, Inc., hereby certify
that all of the duly appointed Directors and 6,983,538 of the 9,981,363 of
the outstanding stock of Xxxxxxxx.xxx, Inc. voted in favor, and no shares
were voted against the aforesaid Merger pursuant to and in accordance with
the terms of the above Agreement and Plan of Merger.
We further declare under penalties of perjury that the
matters set forth in this certificate are true and correct of our own
knowledge.
Dated: April 24, 2001
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, President, Xxxxxxxx.xxx., Inc.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Secretary, Xxxxxxxx.xxx., Inc
/s/ Xxxxx Xxxxxxxx
-------------------------------------------------
Xxxxx Xxxxxxxx, President and Secretary, Secure
Time, Inc
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ANNEX A
CERTIFICATE OF MERGER
Merging
Secure Time, Inc.
(a Nevada corporation)
into
Xxxxxxxx.xxx, Inc.
(a Nevada corporation)
The undersigned corporation organized and existing under and by
virtue of the State of Nevada Revised Statute (the "NL") does hereby certify,
pursuant to Section 92A.100 thereof, that:
FIRST: The names and states of incorporation of the constituent
corporations in the Merger (as defined below) are Secure Time, Inc., a Nevada
corporation ("STI") and Xxxxxxxx.xxx Inc., a Nevada corporation
("XXXXXXXX.XXX" or the "Surviving Corporation", and together with STI, the
"Constituent Corporations").
SECOND: The Agreement and Plan of Merger (the "MERGER AGREEMENT")
dated as of April 25, 2001 by and between STI and Xxxxxxxx.xxx providing for
the merger of STI with and into Xxxxxxxx.xxx (the "MERGER"), has been
adopted, approved, certified, executed and acknowledged by STI and
Xxxxxxxx.xxx in accordance with the requirements of Section 1101 of the Nevada
Corporation Law.
THIRD: The name of the Surviving Corporation is "Xxxxxxxx.xxx
Inc.". After the merger has been completed, Xxxxxxxx.xxx Inc. will change its
name to Solutions Technology, Inc.
FOURTH: The Certificate of Incorporation of Xxxxxxxx.xxx, as
amended, shall constitute the Certificate of Incorporation of the Surviving
Corporation.
FIFTH: A copy of the Merger Agreement is on file at the principal
place of business of Xxxxxxxx.xxx, 00 Xx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxx
Xxxxxx 00000, and will be furnished by the Surviving Corporation, on request
and without cost, to any stockholder of either Constituent Corporation.
SIXTH: The authorized capital stock of STI preceding the merger is
20,000,000 shares of common stock, .001 par value, and the authorized capital
stock of Xxxxxxxxx.xxx, Inc. is 20,000,000 common shares, .001 par value.
IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate of Merger to be executed by its duly authorized officers on this
25 day of April, 2001.
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/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, President, Xxxxxxxx.xxx., Inc.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Secretary, Xxxxxxxx.xxx., Inc
/s/ Xxxxx Xxxxxxxx
-------------------------------------------------
Xxxxx Xxxxxxxx, President and Secretary, Secure
Time, Inc
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