Exhibit 2.1
AGREEMENT AND PLAN
OF
RECAPITALIZATION
This AGREEMENT AND PLAN OF RECAPITALIZATION (the "Agreement") is made and
entered into as of October 1, 2000 among CONTINENTAL RESOURCES, INC., an
Oklahoma corporation ("CRI"), and the holders of issued and outstanding shares
of CRI's common stock, par value $1.00 per share ("Old Common Stock") listed on
Schedule A annexed hereto (the "Stockholders").
RECITALS
1. CRI has an authorized capital consisting of 1,000,000 shares of
preferred stock, par value $.01 and 75,000 shares of common stock, par value
$1.00 per share ("Old Common Stock"). The following reflects the number of
shares of Old Common Stock outstanding at June 30, 2000.
Number of Shares
Class of Stock Authorized Outstanding
-------------- ---------- -----------
Preferred Stock, par value $.01 per share 1,000,000 -
Common Stock, par value $1.00 per share
("Old Common Stock") 75,000 49,041
2. CRI desires to complete a recapitalization to simplify its corporate
structure.
3. CRI and the Stockholders have agreed to the plan of recapitalization for
CRI as set forth herein and have agreed to effect the transactions provided for
herein.
AGREEMENTS
In consideration of the mutual covenants, promises, benefits and
burdens herein set forth, and in order to effect the recapitalization of CRI,
the parties agree as follows:
1. Amendment to Certificate of Incorporation. CRI agrees to amend and
restate its Certificate of Incorporation (the "New Certificate of
Incorporation") so that CRI will be authorized to issue an aggregate of
21,000,000 shares of capital stock, which shall consist of:
A. 20,000,000 shares of Common Stock, par value $.01 per share ("New
Common Stock"); and
B. 1,000,000 shares of Preferred Stock, par value $.01 per share.
The form of CRI's proposed New Certificate of Incorporation, including the
terms, rights, powers and preferences of CRI's authorized capital stock, is
attached as Schedule B and incorporated herein by this reference.
CRI shall file the New Certificate of Incorporation with the Secretary of
State of Oklahoma so that the New Certificate of Incorporation will become
effective immediately upon filing. The time that the New Certificate of
Incorporation becomes effective is herein referred to as the "Effective Time."
2. Reclassification of Old Common Stock; Stock Split. At the Effective
Time, each share of Old Common Stock, outstanding immediately prior to the
Effective Time shall be, without further action by the Corporation or any holder
thereof, changed, converted and reclassified into a number of shares of New
Common Stock equal to the number of shares representing a 293 to 1 stock split
for each share (the "Conversion Factor"), and each certificate then outstanding
stating on its face that it represents shares of Old Common Stock existing prior
to the Effective Time, shall automatically represent, from and after the
Effective Time, a number of shares of New Common Stock equal to the number of
shares on the face of the certificate of Old Common Stock existing prior to the
Effective Time multiplied by the Conversion Factor.
3. Fractional Shares. In connection with the stock split described in
Section 2 above, no fractional shares of New Common Stock shall be issued.
Instead, any fractional shares of New Common Stock which would otherwise be
issued shall be rounded to the nearest whole share.
4. Reservation of Options Shares. CRI has adopted its 2000 Stock Incentive
Plan and desires to reserve an aggregate of 600,000 shares of its New Common
Stock for issuance upon the exercise of options to be granted under its 2000
Stock Incentive Plan (the "Plan"). At the Effective Time, the aggregate number
of shares of New Common Stock reserved for issuance under the Plan shall be
1,200,000 shares.
5. Retirement of Treasury Stock. Immediately prior to the Effective Time,
CRI shall retire all shares of its Old Common Stock currently issued but not
outstanding and held as treasury stock.
6. Stockholder Action. The execution and delivery of this Agreement by a
Stockholder shall be deemed a waiver of a notice of a meeting of stockholders of
CRI for the purpose of considering and voting on the transactions provided for
herein or contemplated hereby, and shall constitute the consent of each such
Stockholder to all such transactions.
7. Miscellaneous.
7.1. Survival. All covenants, agreements, representations and
warranties made herein shall survive the execution and delivery of this
Agreement. Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the successors and assigns of
such party.
7.2. Cumulative Remedies. No failure on the part of any party to
exercise and no delay in exercising any right hereunder will operate as a
waiver thereof, nor shall any single or partial exercise by any party of
any right hereunder preclude any other or further right of exercise thereof
or the exercise of any other right.
7.3. Expenses. Each party agrees to pay all his, her or its expenses
incurred in connection with the transaction herein contemplated, including,
without limitation, all filing fees, recording costs, safekeeping fees,
charges and disbursements of legal counsel.
7.4. Notices. All notices, requests and demands hereunder will be
served by registered or certified mail, postage prepaid, as follows:
CRI: 000 Xxxxx Xxxxxxxxxxxx
Xxxx, Xxxxxxxx 00000
Stockholders: c/o Mr. Xxxxxx Xxxx
Continental Resources, Inc.
000 Xxxxx Xxxxxxxxxxxx
Xxxx, Xxxxxxxx 00000
With a copy to: McAfee & Xxxx A Professional Corporation
10th Fl., Two Leadership Square
000 Xxxxx Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxxxxx X. Xxxx, Esq.
or at such other address as any party hereto shall designate for such purpose in
a written notice to the other parties hereto.
7.5. Construction. This Agreement and the documents issued hereunder
are executed and delivered as an incident to a transaction negotiated and
to be performed in Enid, Garfield County, Oklahoma. The descriptive
headings of the paragraphs of this Agreement are for convenience only and
are not to be used in the construction of the content of this Agreement.
This Agreement may be executed in multiple counterparts, each of which will
be an original instrument, but all of which will constitute one agreement.
7.6. Submission to Jurisdiction; Venue. Each of the parties hereto
hereby irrevocably: (a) submits and consents, and waives any objection to
personal jurisdiction in the State of Oklahoma for the enforcement of this
Agreement; and (b) waives any and all personal rights under the law of any
state to object to jurisdiction in the State of Oklahoma for the purpose of
litigation to enforce this Agreement.
7.7. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
7.8. Binding Effect. This Agreement will be binding on each of the
parties hereto, and his/her or its heirs, representatives, successors and
assigns, and will inure to the benefit of each of the parties hereto, his,
her or its heirs, representatives, successors and assigns.
7.9. Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto and may be amended only by written instrument
executed by the parties hereto.
7.10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute but one agreement.
IN WITNESS WHEREOF, this instrument is executed as of October 1, 2000.
CRI: CONTINENTAL RESOURCES, INC.
By XXXXXX XXXX
Xxxxxx Xxxx, President
STOCKHOLDERS: XXXXXX XXXX
Xxxxxx Xxxx, individually
and as Trustee of the
Revocable Inter Vivos Trust
of Xxxxxx Xxxx dated April
23, 1984, as amended
XXXX XXXXXX
Xxxx Xxxxxx, Trustee of the Xxxxxx Xxxx
HJ Trust u/t/a dated _____________________
XXXX XXXXXX
Xxxx Xxxxxx, Trustee of the Xxxxxx Xxxx
DST Trust u/t/a dated _____________________
