Exhibit 2.1
PLAN OF MERGER
THIS PLAN OF MERGER, dated June 8, 2006, is made and entered into by and
between H.P.C., Incorporated, a Minnesota corporation ("H.P.C."), and HPC
Acquisitions, Inc., a Nevada corporation ("HPC Acquisitions"). HPC Acquisitions
is sometimes hereinafter referred to as the "Surviving Corporation," and H.P.C.
is sometimes hereinafter referred to as the "Constituent Corporation."
WITNESSETH
WHEREAS, H.P.C. is a corporation duly organized and existing under the laws
of the state of Minnesota, having an authorized capital of 500,000 shares of
common stock, $.10 par value per share (the "Common Stock of H.P.C."), of which
328,000 shares are issued and outstanding as of the date hereof; and
WHEREAS, HPC Acquisitions is a corporation duly organized and existing
under the laws of the state of Nevada, having an authorized capital of
60,000,000 shares, of which 10,000,000 shares are designated as preferred stock,
par value $0.001 and 50,000,000 shares are designated as common stock, par value
$0.001 (the "Common Stock of HPC Acquisitions"), and of which no shares are
issued and outstanding as of the date hereof; and
WHEREAS, the respective boards of directors of H.P.C. and HPC Acquisitions
have each duly approved this Plan of Merger (the "Plan") providing for the
merger of H.P.C. with and into HPC Acquisitions with HPC Acquisitions as the
surviving corporation as authorized by the statutes of the states of Nevada and
Minnesota.
NOW, THEREFORE, based on the foregoing premises and in consideration of the
mutual covenants and agreements herein contained, and for the purpose of setting
forth the terms and conditions of said merger and the manner and basis of
causing the shares of Common Stock of H.P.C. to be converted into shares of
Common Stock of HPC Acquisitions and such other provisions as are deemed
necessary or desirable, the parties hereto have agreed and do hereby agree,
subject to the approval and adoption of this Plan by the requisite vote of the
stockholders of H.P.C., and subject to the conditions hereinafter set forth, as
follows:
ARTICLE I
MERGER
On the effective date of the merger, H.P.C. shall cease to exist separately
and H.P.C. shall be merged with and into HPC Acquisitions, which is hereby
designated as the "Surviving Corporation."
ARTICLE II
TERMS AND CONDITIONS OF MERGER
The terms and conditions of the merger are (in addition to those set forth
elsewhere in this Plan) as follows:
1) On the effective date of the merger:
(i) H.P.C. shall be merged into HPC Acquisitions to form a single
corporation and HPC Acquisitions shall be the Surviving
Corporation;
(ii) The separate existence of H.P.C. shall cease;
(iii)The name of the Surviving Corporation shall be "HPC
Acquisitions, Inc."
(iv) The Surviving Corporation shall have all the rights, privileges,
immunities and powers and shall be subject to all duties and
liabilities of a corporation organized under the laws of Nevada;
and
(v) The Surviving Corporation shall thereupon and thereafter possess
all the rights, privileges, immunities, and franchises, of a
public as well as of a private nature, of the Constituent
Corporation; and all property, real, personal, and mixed, and all
debts due of whatever account, including subscriptions to shares,
and all other causes of action, and all and every other interest,
of or belonging to or due to the Constituent Corporation, shall
be taken and deemed to be transferred to and vested in the
Surviving Corporation without further act or deed; the title to
any real estate, or any interest therein, vested in the
Constituent Corporation shall not revert or be in any way
impaired by reason of the merger; the Surviving Corporation shall
thenceforth be responsible and liable for all the liabilities and
obligations of the Constituent Corporation; any claim existing or
action or proceeding pending by or against the Constituent
Corporation may be prosecuted as if the merger had not taken
place, or the Surviving Corporation may be substituted in place
of the Constituent Corporation; and neither the rights of
creditors nor any liens on the property of the Constituent
Corporation shall be impaired by the merger.
2) On the effective date of the merger, the board of directors of the
Surviving Corporation and the members thereof, shall be and consist of
the members of the board of directors of HPC Acquisitions immediately
prior to the merger, to serve thereafter in accordance with the bylaws
of the Surviving Corporation and until their respective successors
shall have been duly elected and qualified in accordance with such
bylaws and the laws of the state of Nevada.
3) On the effective date of the merger, the officers of the Surviving
Corporation shall be and consist of the officers of HPC Acquisitions
immediately prior to the merger, such officers to serve thereafter in
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accordance with the bylaws of the Surviving Corporation and until
their respective successors shall have been duly elected and qualified
in accordance with such bylaws and the laws of the state of Nevada.
4) If on the effective date of the merger, a vacancy shall exist in the
board of directors or in any of the offices of the Surviving
Corporation, such vacancy may be filled in the manner provided in the
bylaws of the Surviving Corporation and the laws of the state of
Nevada.
ARTICLE III
MANNER AND BASIS OF CONVERTING SHARES
The manner and basis of converting the shares of Common Stock and
securities of H.P.C. into shares of the Common Stock and securities of HPC
Acquisitions, and the mode of carrying the merger into effect are as follows:
1) Each one share of Common Stock of H.P.C. outstanding on the effective
date of the merger shall, without any action on the part of the holder
thereof, be converted into one fully paid and nonassessable share of
Common Stock of the Surviving Corporation, so that the 328,000
outstanding shares of H.P.C. are converted into an aggregate of
328,000 shares of HPC Acquisitions, which shall be, on conversion,
validly issued and outstanding, fully paid, and nonassessable, and
shall not be liable to any further call, nor shall the holder thereof
be liable for any further payment with respect thereto. After the
conversion, all H.P.C. shares shall be cancelled, and H.P.C.'s
corporate existence shall cease. Immediately after the Effective Time
(as hereinafter defined), HPC Acquisitions will mail or cause to be
mailed by certified mail, return receipt requested, to the former
H.P.C. stockholders (excluding the holders of shares of Common Stock
of H.P.C. exercising their dissenters' rights) at their addresses as
they appear on the books and records of H.P.C. a letter of transmittal
to each record holder of outstanding shares of Common Stock of H.P.C.
for the holder to use in surrendering the certificates which represent
his or its shares of Common Stock of H.P.C. in exchange for
certificates representing the shares of HPC Acquisitions to which they
are entitled pursuant to the conversion under this paragraph. Until so
surrendered, each such outstanding certificate of H.P.C., which prior
to the effective date of the merger represented shares of the Common
Stock of H.P.C. shall for all purposes evidence the ownership of the
shares of Common Stock of HPC Acquisitions into which such shares
shall have been converted.
2) All shares of Common Stock of HPC Acquisitions into which shares of
the Common Stock of H.P.C. shall have been converted pursuant to this
Article III shall be issued in full satisfaction of all rights
pertaining to the shares of Common Stock of H.P.C.
3) If any certificate for shares of Common Stock of HPC Acquisitions is
to be issued in a name other than that in which the certificate
surrendered in exchange therefore is registered, it shall be a
condition of the issuance thereof that the certificate so surrendered
shall be properly endorsed and otherwise in proper form for transfer
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and that the person requesting such exchange pay to HPC Acquisitions
or any agent designated by it any transfer or other taxes required by
reason of the issuance of a certificate for shares of Common Stock of
HPC Acquisitions in any name other than that of the registered holder
of the certificate surrendered, or establish to the satisfaction of
HPC Acquisitions and or any agent designated by it that such tax has
been paid or is not payable.
ARTICLE IV
ARTICLES OF INCORPORATION AND BYLAWS
1) The articles of incorporation of HPC Acquisitions, a copy of which are
attached hereto as Exhibit A, shall, on the merger becoming effective,
be and constitute the articles of incorporation of the Surviving
Corporation unless and until amended in the manner provided by law.
2) The bylaws of HPC Acquisitions, a copy of which are attached hereto as
Exhibit B, shall, on the merger becoming effective, be and constitute
the bylaws of the Surviving Corporation until amended in the manner
provided by law.
ARTICLE V
OTHER PROVISIONS WITH RESPECT TO MERGER
This Plan, having been approved by the directors of HPC Acquisitions, shall
not require a vote of shareholders, as there is no stock currently issued and
outstanding of HPC Acquisitions. This Plan shall be submitted to a vote of
shareholders of H.P.C. pursuant to a Special Shareholders' Meeting as provided
by the laws of the state of Minnesota. After the thereof by the shareholders of
H.P.C. and the directors of HPC Acquisitions in accordance with the requirements
of the laws of the states of Minnesota and Nevada, respectively, all required
documents shall be executed, filed, and recorded in accordance with all
requirements of the states of Minnesota and Nevada.
ARTICLE VI
APPROVAL AND EFFECTIVE DATE OF THE MERGER; MISCELLANEOUS MATTERS
1) In order to aid the parties in establishing a date and time certain
for effectiveness of the merger for accounting and other purposes, the
merger shall be deemed to have become effective as of the filing date
and time with the Nevada Secretary of State (the "Effective Time"). In
furtherance of the merger, the parties hereto shall perform the
following:
(i) This Plan shall be authorized, adopted, and approved on behalf of
the Constituent Corporation and the Surviving Corporation in
accordance with the laws of the states of Minnesota and Nevada;
and
(ii) Articles of Merger (with this Plan attached as part thereof),
setting forth the information required by, and executed and
certified in accordance with, the laws of the states of Minnesota
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and Nevada, shall be filed in the office of the secretary of
state of the states of Minnesota and Nevada and each secretary of
state shall have issued a certificate of merger reflecting such
filing.
2) If at any time the Surviving Corporation shall deem or be advised that
any further grants, assignments, confirmations, or assurances are
necessary or desirable to vest, perfect, or confirm title in the
Surviving Corporation, of record or otherwise, to any property of
H.P.C. acquired or to be acquired by, or as a result of, the merger,
the officers and directors of H.P.C. or any of them shall be severally
and fully authorized to execute and deliver any and all such deeds,
assignments, confirmations, and assurances and to do all things
necessary or proper so as to best prove, confirm, and ratify title to
such property in the Surviving Corporation and otherwise carry out the
purposes of the merger and the terms of this Plan.
3) For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be
executed, and each such counterpart shall be deemed to be an original
instrument and all such counterparts together shall be considered one
instrument.
4) This Plan shall be governed by and construed in accordance with the
laws of the state of Nevada.
5) This Plan cannot be altered or amended except pursuant to an
instrument in writing signed on behalf of the parties hereto.
IN WITNESS WHEREOF, H.P.C. and HPC Acquisitions have caused this Plan of
Merger to be executed, all as of the date first above written.
H.P.C., INCORPORATED HPC ACQUISITIONS, INC.
A Minnesota Corporation a Nevada corporation
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
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By: Xxxxx X. Xxxxxxxx By: Xxxxx X. Xxxxxxxx
Its President Its President
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