Exhibit 2.1
AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment to Agreement and Plan of Reorganization ("Amendment") is
effective as of August 15, 1997 and is by and between Rainbow Bridge Services,
Inc., a Nevada corporation (the "Company") and American Custom Components, Inc.,
a California corporation ("ACC").
RECITALS
WHEREAS, the Company and ACC executed that certain Agreement and Plan
of Reorganization (the "Agreement") on August 15, 1997. Capitalized terms used
herein shall have the same meaning and effect as in the Agreement.
WHEREAS, the Agreement contains certain statements, facts, and
circumstances which have changed, and the Company and ACC desire to execute this
Amendment for the purpose of correcting the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
contained herein and in the Agreement, the parties hereto agree as follows:
1. Section 1.02 is restated in its entirety to read as follows:
"1.02 CONSIDERATION. Subject to the terms and conditions of
this Agreement, and in consideration of the assignment and delivery of ACC
Shares to the Company, and the conversion and/or assignment of outstanding
options of ACC, the Company shall at Closing issue to the Shareholders a number
of shares of voting common stock of the Company, $0.001 par value per share (the
"Company Shares"), equal to the number of shares set forth opposite the
Shareholder's name on Schedule 1 attached hereto, or a total of 7,447,000
Company Shares to the Shareholders, and shall issue options to purchase
1,100,000 shares to the person set forth in Exhibit 2.02(b)."
2. Section 2.02(a) is restated in its entirety to read as
follows:
"2.02(a). The authorized capital stock and the issued and
outstanding shares of ACC is 100,000 shares of common stock, of which 7,447
shares are outstanding. All of the issued and outstanding shares of ACC are duly
authorized, validly issued, fully paid and nonassessable."
3. Section 3.02 is restated in its entirety to read as follows:
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"3.02. CAPITALIZATION OF THE COMPANY. The authorized capital
stock of the Company consists of 24,000,000 shares of Common Stock, par value
$.001 per share, of which 500,000 shares are outstanding, and 1,000,000 shares
of preferred stock, none of which is outstanding. All outstanding shares are
duly authorized, validly issued, fully paid and non-assessable. Following the
issuance of Company Shares set forth herein and a stock dividend described in
Section 6.02 hereof, the capitalization of the Company shall be 8,247,000 shares
of common stock and options to purchase 1,100,000 additional shares.
4. Section 6.02 is restated in its entirety to read as follows:
"6.02 STOCK DIVIDEND. Within five (5) days of the Closing,
the Company shall effect a Common Stock dividend in the amount of .6 shares for
every 1 share of Common Stock owned by shareholders, resulting in 800,000 shares
outstanding."
5. Schedule 1 is restated in its entirety to read as follows:
NUMBER OF SHARES NUMBER OF
OF ACC SHARES OF
COMMON STOCK COMPANY
NAMES OF OWNED AND COMMON STOCK
SHAREHOLDERS TO BE DELIVERED TO BE RECEIVED
-------------------- -------------------- --------------------
Xxxx Xxxxxxxxxx 5,942 5,942,000
Xxxx Xxxxxx 90 90,000
Xxxxx Xxxxx 90 90,000
Xxxx Xxxxxx 325 325,000
Xxxxxx X. Walk 1,000 1,000,000
----- ---------
Totals 7,447 7,447,000"
6. ACC Exhibit 2.02(b) is restated in its entirety to read as
follows:
"OPTIONS AND WARRANTS
Xxxxxxx Xxxxxxxxx has an option to purchase 1% of ACC for $.01
per share, with anti-dilution rights. These options are hereby assigned
and exercisable for shares of the Company.
The Xxxxxxxxx Group has an option to purchase 9% of ACC for
$.01 per share, with anti-dilution rights. These options are hereby
assigned and exercisable for shares of the Company.
In exchange for the options to acquire 100 shares of Xxxxxxx
Xxxxx has an option to purchase 1% of ACC for $.01 per share, with
anti-dilution rights. These options are hereby assigned and exercisable
for shares of the Company.
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Each of these persons has agreed that their anti-dilution
rights are only effective up to the first 10 million in outstanding
shares, and the Company has agreed to fix the number of options
converted into a number based on 10 million outstanding."
All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto hereby execute this Amendment to
Agreement and Plan of Reorganization effective as of the date first written
above.
RAINBOW BRIDGE SERVICES, INC. AMERICAN CUSTOM COMPONENTS, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx Xxxx Walk
----------------------------- ---------------------------------
By: Xxxx Xxxxxxxx By: Xxxxxx Xxxx Walk
Its: President Its: President
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