AGREEMENT
AND
PLAN OF REORGANIZATION
by and between
VIDA MEDICAL SYSTEMS, INC.,
a Nevada corporation,
and
OASIS OIL CORPORATION,
a Nevada corporation
Exhibit 2.1
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AGREEMENT AND PLAN OF REORGANIZATION
This is an Agreement and Plan of Reorganization by and between, on the
one hand, Vida Medical Systems, Inc., a Nevada corporation with its principal
office at 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxx 00000,
("Vida"), and, on the other hand, Oasis Oil Corporation, a Nevada corporation
with its principal office at 0000 Xx. Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, ("Oasis"), and with all the shareholders of Oasis as specified on the
signature page hereto ("Shareholders"), to provide for the purchase of all of
the outstanding stock of Oasis by Vida in exchange for capital stock to be
issued by Vida, and for the reorganization of Oasis and Vida in a tax-free plan
of reorganization pursuant to Section 368 of the Internal Revenue Code.
RECITALS
A. Vida is a publicly held Nevada corporation which has no current
business activi ties. Vida currently has about $2,000 as its only asset, which
will be consumed in the immedi ate future. Vida has no known liabilities. Prior
to the acquisition of the shares of Oasis by Vida, Vida will have outstanding
15,846,545 shares of its common stock held by approximately 4,000 shareholders.
Vida has outstanding no other capital stock, warrants, or other similar rights
or securities.
B. Oasis is a privately held Nevada corporation which is engaged in
crude oil gathering and marketing operations in South Texas.
C. The Shareholders are the holders of all of the issued and
outstanding capital stock of Oasis. The Shareholders wish to acquire a
shareholding interest in Vida and carry out the business of Oasis through the
corporate form of Vida.
D. Vida wishes to acquire all of the issued and outstanding capital
stock of Oasis, merge with Oasis, and then carry out the business of Oasis in
the name of Oasis, subject to the shareholding interest of the Shareholders.
E. Shortly after the acquisition of Oasis by Vida and the merger of
Oasis into Vida, in order to raise additional capital for working capital, Vida
intends to make an offering of shares of its common stock in compliance with all
applicable securities laws, rules, and regulations.
F. In order to carry out their wishes, the parties hereto have jointly
negotiated and prepared this Agreement.
NOW THEREFORE, Vida and Oasis and the Shareholders agree as follows:
TERMS OF AGREEMENT AND PLAN OF REORGANIZATION
1. The following Plan of Reorganization is hereby approved and adopted
by and
Exhibit 2.1
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between all the parties hereto.
A. Vida shall acquire all of the issued and outstanding
capital stock of Oasis as set forth herein (the "Acquisition Transaction").
Prior to the Acquisition Transaction, (i) Vida will have outstanding 15,846,545
shares of its common stock, and (ii) said shares shall undergo a reverse stock
split of 13.2054541 shares into one share which shall result in Vida then having
outstanding 1,200,000 shares of its common stock. After such reverse stock
split, Vida shall acquire all of the issued and outstanding capital stock of
Oasis in a stock-for-stock tax-free transaction as provided by Section 368 of
the Internal Revenue Code. After the Acquisition Transaction, Vida shall merge
with Oasis and Vida shall be the surviving corporation. (The after-acquisition
surviving corporation shall hereinafter be referred to as "Vida/Oasis.") Vida
shall change its name to Oasis and conduct the business of Oasis as an oil
gathering and marketing company.
B. Ten Million (10,000,000) shares of common stock of Vida/Oasis (the
"Allocated Shares") are allocated for issuance by Vida/Oasis as set forth below.
C. Before the Acquisition Transaction and after the aforesaid reverse
stock split, Vida shareholders as a group are to own a total of 1,200,000 of the
Allocated Shares.
D. As a result of the Acquisition Transaction, of the issued and
outstanding capital stock of Oasis shall be exchanged for 4,800,000 shares of
Vida common stock. After the Acquisition Transaction, Oasis shareholders will
then own 4,800,000 shares out of a total of 6,000,000 shares of then outstanding
Vida common stock, or 80% thereof.
E. After the Acquisition Transaction, the Board of Directors of
Vida/Oasis shall be expanded from three members to seven members, the existing
directors of Vida, except Xxxxx Xxxxx, shall resign as such, and Xx. Xxxxx shall
appoint as directors of Vida/Oasis six persons nominated by the Shareholders.
After the Acquisition Transaction, the Board of Directors of Oasis shall be
reformed or retained as specified by the Board of Directors of Vida/Oasis. After
the Acquisition Transaction, at such time as is specified by the Boards of
Directors of Oasis and Vida/Oasis, Oasis shall be merged into Vida/Oasis, and
the name of Vida/Oasis shall be changed to Oasis Oil Corporation.
F. After the Board of Directors of Vida/Oasis is reformed as set forth
above, said Board shall elect new officers of Vida/Oasis who shall carry out and
implement the business of the corporation.
G. After the Acquisition Transaction as soon as is feasible, in one or
more offerings, public or private, in compliance with all applicable securities
laws, rules, and regulations, Vida/Oasis shall sell and issue up to 4,000,000
shares of common stock to obtain new equity capital for use as working capital
for Vida/Oasis. After this has been accomplished, former shareholders of Vida
shall as a group own in the aggregate 1,200,000 shares of Vida/Oasis common
stock, or 12% of the Allocated Shares, former shareholders of Oasis as a group
shall
Exhibit 2.1
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own in the aggregate 4,800,000 shares of Vida/Oasis common stock, or 48% of the
Allocated Shares, and new shareholders as a group shall own in the aggregate
about 4,000,000 shares of Vida/Oasis common stock, or 40% of the Allocated
Shares.
H. After the first public offering of common stock by Vida/Oasis, the
shares of Vida/Oasis will be traded in the NASDAQ small-cap trading system.
I. After the Acquisition Transaction, it is expected that the
operations of Vida/Oasis will generate a net profit before taxes of about 2% of
revenue.
2. Pursuant to the aforesaid Plan of Reorganization, the parties agree
to the following:
A. VIDA REVERSE STOCK SPLIT. Prior to Closing (as defined below), Vida
shall have outstanding 15,846,545 shares of its common stock as to which Vida
shall approve and implement a reverse stock split pursuant to which 13.2054541
shares shall become one share. In implementing said reverse stock split, the
number of new Vida shares to be issued to existing shareholders of Vida shall be
rounded off to the nearest whole share of common stock, but not less than one
share of common stock. As a result of this reverse stock split, Vida shall not
issue any fractional shares of its common stock. At the conclusion of this
reverse stock split, Vida shall have outstanding one million two hundred
thousand shares of its common stock.
B. PURCHASE OF OASIS CAPITAL STOCK. After the aforesaid reverse stock
split, at Closing Vida shall purchase from the Shareholders, and the
Shareholders shall sell and deliver to Vida, all of the issued and outstanding
capital stock of Oasis in exchange for the issuance by Vida to the Shareholders,
in a transaction not involving any public offering as set forth in Exhibit D,
4,800,000 shares Vida's common stock which shall be upon issuance fully paid and
nonassessable. Said issuance of common stock by Vida shall comply with all
applicable state and federal securities laws, rules, and regulations. This
exchange of stock is the Acquisition Transaction as defined above. At the time
of Closing of the Acquisition Transaction, Vida will not have any assets
whatsoever except its corporate books and records, and Vida will have no
liabilities. As a part of the Acquisition Transaction, each of the Share holders
shall execute and deliver to Vida the Investment Letter which is attached hereto
as Exhibit C.
C. BOARD OF DIRECTORS, CHANGE OF NAME, MERGER. After the Acquisition
Transaction, the Board of Directors of Vida/Oasis shall be expanded to seven
members of whom six shall have been appointed on the basis of nomination by the
Shareholders. The Board of Directors shall then elect the officers of Vida/Oasis
who shall operate the business of Oasis as an oil gathering and marketing
company by and through the corporate form of Vida/Oasis, and the Board of
Directors of Vida/Oasis and the Shareholders shall take such action as may be
necessary or appropriate to change the name of Vida to Oasis Oil Corporation.
After the Acquisition Transaction within the discretion of the Board of
Directors, Oasis shall be merged into Vida, and Vida shall be the surviving
corporation.
Exhibit 2.1
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D. SALE OF ADDITIONAL CAPITAL STOCK. After the Acquisition Transaction,
as and when determined by the Board of Directors of Vida/Oasis and in one or
more private or public offerings made in compliance with all applicable state
and federal securities laws, rules, and regulations, Vida/Oasis shall offer,
sell, and issue up to an additional 4,000,000 shares of its common stock in
order to raise additional equity capital.
E. NASDAQ TRADING. After the first public offering of its common stock
by Vida/Oasis, Vida/Oasis shall take such action as may be necessary or
appropriate in order to have its common stock traded on the NASDAQ small-cap
trading system.
3. VIDA SHAREHOLDERS MEETING. In order to accomplish the provisions of
this Agreement, it may be required that Vida hold a special meeting of its
shareholders or that Vida communicate with its shareholders. Vida has no funds
with which to do so. Accordingly, Oasis agrees to advance and pay for any and
all reasonable costs and expenses for such a meeting or for such communication,
including any and all reasonably necessary legal, accounting, printing, and
mailing costs and fees, not to exceed without the consent of Oasis the sum of
$10,000.00.
4. REPRESENTATIONS OF VIDA. Vida represents and warrants that, to the
best infor mation, knowledge, and belief of Vida, as of Closing:
A. Vida will be a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada.
B. Vida will have the full corporate power and authority to enter into
and implement this Agreement.
C. Vida will have taken all corporate action as may be necessary or
appropriate to authorize this Agreement, the execution and delivery hereof, and
the consummation hereof. Vida will have made no other valid and existing
agreement with any other party with respect to a merger or acquisition or with
respect to the future issuance of any stock, warrants, or other similar rights.
The execution and delivery of this Agreement and the consummation hereof will
not conflict with, result in the breach of, or cause the acceleration of or
default by Vida under any provision of Vida's Articles of Incorporation or
Bylaws, or any obligation, mortgage, lien, lease, agreement, instrument, law,
order, arbitration award, judgment, decree, or any other restriction to which
Vida is a party or by which Vida is subject or bound.
D. The Annual Report Form 10-K which is attached hereto as Exhibit A
truly and accu rately reflects the present financial position of Vida through
December 31, 1995.
E. Except as set forth in Exhibit A, Vida holds good, marketable, and
indefeasible title to its assets free and clear of any and all liabilities,
mortgages, conditional sales agreements, security interests, leases, liens,
pledges, encumbrances, restrictions, charges, claims, or imper fections of title
so that, after consummation hereof, Vida/Oasis shall own said assets free and
clear of all claims or liens of other parties.
Exhibit 2.1
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F. Vida has filed all tax returns which have become due and paid all
taxes which have become due.
G. There is no litigation, judgment, judicial lien, proceeding, suit,
action, controversy, or claim (including proceedings by or before any
governmental board or agency) existing, pending or threatened against Vida.
H. In raising capital and in all securities transactions, Vida has
fully complied with all applicable state and federal securities laws, rules, and
regulations. Vida has outstanding no warrants, stock options, stock purchase
rights, preemptive rights, or other similar rights, agreements, or securities.
I. Vida has filed in paper form all required securities reports with
the SEC.
5. REPRESENTATIONS OF OASIS AND SHAREHOLDERS. Oasis and the
Shareholders represent and warrant that, to the best information, knowledge, and
belief of Oasis and the Shareholders, as of Closing:
A. Oasis will be a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada.
B. Oasis and the Shareholders will have the full power and authority to
enter into this Agreement.
C. Oasis and the Shareholders will have taken all corporate or personal
action as may be necessary or appropriate to authorize this Agreement, the
execution and delivery hereof, and the consummation hereof. Oasis and the
Shareholders will have made no other valid and existing agreement with any other
party with respect to any merger or acquisition. The execution and delivery of
this Agreement and the consummation hereof will not conflict with, result in the
breach of, or cause the acceleration of or default by Oasis under any provision
of Oasis' Articles of Incorporation or Bylaws, or any obligation, mortgage,
lien, lease, agreement, instrument, law, order, arbitration award, judgment,
decree, or any other restriction to which Shareholders or Oasis is or are a
party or by which Shareholders or Oasis is or are bound.
D. The financial statements, including any notes and schedules thereto,
which are attached hereto as Exhibit B truly and accurately reflect the
financial position of Oasis as of the date thereof.
E. Except as set forth in Exhibit B, Oasis holds good, marketable, and
indefeasible title to its assets free and clear of any and all liabilities,
mortgages, conditional sales agreements, security interests, leases, liens,
pledges, encumbrances, restrictions, charges, claims, or imper fections of title
so that, after consummation hereof, Vida/Oasis shall own said assets free and
clear of all claims or liens of other parties.
F. There is no litigation, judgment, judicial lien, proceeding, suit,
action, controversy
Exhibit 2.1
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or claim (including proceedings by or before any government board or agency)
existing, pending or threatened against Oasis or the assets thereof.
G. Oasis has filed all tax returns which have become due and has paid
all taxes which have become due.
H. In raising capital and in all securities transactions, Oasis has
fully complied with all applicable state and federal securities laws, rules, and
regulations. Oasis has outstanding no warrants, stock options, stock purchase
rights, preemptive rights, or other similar rights, agreements, or securities.
I. Between the date of the execution hereof and the Effective Date
hereof, Oasis shall conduct its business only in the ordinary course and Oasis
shall not sell or dispose of any of it assets except in the ordinary course of
business.
6. EFFECTIVE DATE AND TERMINATION DATE. This Agreement is and shall be
effective on and as of 12:01 A.M. on October 1, 1996. If this agreement is not
consummated by Midnight on January 2, 1997, then this Agreement shall be and
become at that date and time terminated and shall be thereafter null and void.
7. CLOSING. The consummation of this Agreement ("Closing") shall take
place at a date, time and place as Vida and Oasis and the Shareholders may
mutually agree, but shall occur not later than January 2, 1997. At Closing:
A. Vida shall deliver to the Shareholders certificates for 4,800,000
shares of Vida's common stock as set forth in Exhibit D, which shares shall be
fully paid and nonassessable.
B. The Shareholders shall deliver to Vida the executed Investment
Letters as set forth in Exhibit C and certificates for all of the outstanding
capital stock of Oasis duly endorsed for transfer.
C. The parties shall cooperate to expand the Board of Directors as set
forth above.
8. CONDITIONS TO CLOSING BY VIDA. At Closing, the obligation of Vida to
con summate this Agreement shall be subject to the satisfaction of the following
conditions prece dent:
A. All the recitals herein and all the representations and warranties
of Oasis and Share holders contained herein shall be and remain at Closing true
and correct and Oasis and Share holders shall deliver to Vida a certificate so
stating.
B. The business and assets of Oasis shall be in substantially the same
condition at Clos ing as they are as of the date of execution hereof and Oasis
and Shareholders shall deliver to Vida a certificate so stating.
C. Shareholders shall tender to Vida (i) the Investment Letter set
forth in Exhibit C
Exhibit 2.1
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signed by each of the Shareholders, and (ii) stock certificates representing all
of the issued and outstanding capital stock of Oasis duly endorsed for transfer.
9. CONDITIONS TO CLOSING BY OASIS. At Closing, the obligation of Oasis
and the Shareholders to consummate this Agreement shall be subject to the
satisfaction of the following conditions precedent:
A. All the recitals representations and warranties of Vida herein
contained shall be and remain at Closing true and correct and Vida shall deliver
to Oasis a certificate so stating.
B. At Closing, Vida shall have no assets, except its corporate books
and records, and no liabilities, and Vida shall deliver to Oasis a certificate
so stating.
C. Vida shall tender to the Shareholders (i) an officer's certificate
reflecting the aforesaid reverse stock split and the number of shares of Vida's
common stock then out standing, and (ii) stock certificates to the persons and
in the amounts as listed on Exhibit D representing an aggregate total of
4,800,000 shares of the fully paid and non-assessable common stock of Vida.
10. AFTER CLOSING ACTION. After Closing, the Board of Directors shall
meet and elect new officers of Vida/Oasis, and shall take such action as may be
necessary or appropriate in the circumstances to carry out and implement this
Agreement and the business and affairs of Vida/Oasis.
11. SALES, USE OR OTHER TAXES, FEES, OR COSTS. In the event that any sales
or use tax, transfer tax or fee, or any other tax or fee (except income tax)
shall be due to any governmental authority by reason of the consummation hereof,
then any and all of any such taxes or fees shall be paid by Vida/Oasis. Any
income tax which may become due as a result of the consummation hereof shall be
paid by the party who is required to recognize the income.
12. GENERAL PROVISIONS
A. This Agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof. Each party hereto acknowledges
that he, she, or it has not relied on any representations or promises except as
set forth herein. Any and all prior negotiations, discussions, agreements,
understandings, whether written or oral, are merged into and are superseded and
displaced by this Agreement.
B. This Agreement may be modified, supplemented or amended at any time
before Closing or Termination, but only by a subsequent written document
executed by all the parties hereto.
C. No waiver shall be made of any provision in this Agreement except by
a document in writing signed by the party to be charged with such waiver. The
written waiver by any party hereto of any provision of this Agreement or of any
breach of any provision hereof shall not
Exhibit 2.1
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operate as, nor be construed as, a waiver of any other provision hereof or of
any other breach of any provision hereof.
D. This Agreement shall be binding upon and inure to the benefit of the
respective suc cessors and assigns of each party hereto, provided, however, no
party may assign this Agreement or any provision hereof without the prior
written consent of the other parties hereto, and any such attempted assignment
without the consent of the other parties shall be void.
E. This Agreement is made and entered into in the State of Nevada
pursuant to the laws of the State of Nevada and is performed in the State of
Nevada, and this Agreement shall be governed in all respects by and construed
under the laws of the State of Nevada, provided, however, because the parties
have jointly negotiated and prepared this Agreement, in any construction or
interpretation of this Agreement there shall be no presumption for or against
any party and no construction of any ambiguity or uncertainty for or against any
party, and in the interpretation hereof a court shall endeavor to determine the
intention of the parties at the time of the execution hereof and construe and
interpret this Agreement in accordance with those intentions. All rights and
remedies under this Agreement are cumulative and shall be in addition to any and
all other rights and remedies as may be provided by law.
F. If any part or provision of this Agreement is ever held by a final
order or judgment of a court of competent jurisdiction to be invalid or
unenforceable, then that particular part or provision shall be stricken herefrom
and the remaining provisions hereof shall continue to be in full force and
effect.
G. Shareholders and Oasis and Vida represent each to the other that
this Agreement was brought about without the aid or assistance of any broker or
finder and that no one is entitled to any commission, fee or payment of any kind
relating to this Agreement or the transaction contemplated hereby. If any such
fee, commission or compensation is or ever becomes due or payable in any form to
any party as a result of this Agreement or the Transaction, then such fee,
commission or compensation shall be paid exclusively by the party whose conduct
gave rise to any such fee, commission or compensation.
H. Except as otherwise stated herein, any and all expenses incurred in
the negotiation, preparation, authorization, and/or consummation of this
Agreement, including without limitation all fees and expenses of agents,
representatives, attorneys, or accountants, whether or not this Agreement is
ever consummated, shall be borne solely by the party which shall have incurred
the same, and other parties shall have no liability with respect thereto.
I. All representations, warranties and agreements contained in this
Agreement shall survive the execution and delivery and Closing of this Agreement
until performed or satisfied.
J. The headings of the paragraphs of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement.
Throughout this Agreement, where appropriate, the masculine gender shall include
the feminine and the neuter and the plural num ber shall include the singular,
and vice versa.
Exhibit 2.1
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K. After Closing, each of the parties hereto shall cooperate with the
other parties in all reasonable ways to implement and carry out the intent of
this Agreement. Each party hereto does hereby agree to prepare, sign, deliver,
file, and prosecute any additional documents, pleadings, reports, or other
instruments as may be necessary or appropriate to carry out and implement this
Agreement.
L. This Agreement may be executed in counterparts and all fully
executed copies shall be considered to be duplicate originals equally admissible
into evidence.
M. The Exhibits attached hereto are integral and substantive parts
hereof.
N. Time is of the essence in the performance of this Agreement.
SIGNATURES
IN WITNESS OF THE FOREGOING, the undersigned have executed this Agreement
on and as of the dates set forth below:
Dated: _____________________ Dated: ______________________
VIDA MEDICAL SYSTEMS, INC. OASIS OIL COMPANY
By: ________________________ By: ________________________
President President
Exhibit 2.1
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SIGNATURES OF SHAREHOLDERS
Signature No.of Oasis Shares
Dated:___________ ___________________________ _____________
Dated:___________ ___________________________ _____________
Dated:___________ ___________________________ _____________
Dated:___________ ___________________________ _____________
Dated:___________ ___________________________ _____________
Dated:___________ ___________________________ _____________
Dated:___________ ___________________________ _____________
Exhibit 2.1
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EXHIBITS
EXHIBIT A: 10-K REPORT OF VIDA
EXHIBIT B: FINANCIAL STATEMENTS OF OASIS
EXHIBIT C: INVESTMENT LETTER FOR SHAREHOLDERS
EXHIBIT D: SHARES TO BE ISSUED BY VIDA
TO SHAREHOLDERS
-00-
XXXXX XX XXXXX )
) SS
COUNTY OF XXXXXX )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
C. A. Xxxxx, President of Oasis Oil Corporation, known personally to me to be
the person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of Oasis Oil Corporation, and that
he executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas
STATE OF TEXAS )
) SS
COUNTY OF XXXXXX )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Xxxxx X. Xxxxxxxxx, Assistant Secretary of Oasis Oil Corporation, known
personally to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of Oasis
Oil Corporation, and that he executed the same as the act of such corporation
for the purposes and consideration therein expressed, and in the capacity
therein stated.
DATED:________________________ ___________________________________________
Notary Public in and for the State of Texas
Exhibit 2.1
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