Exhibit 2.01
MERGER AGREEMENT
Merger Agreement dated this ________ day of ___________, 1996, pursuant to
Section 252 of the General Corporation Law of the State of Delaware, between
Macrovision Corporation, a Delaware corporation ("Macrovision-Delaware"), and
Macrovision Corporation, a California corporation ("Macrovision-California").
WITNESSETH that:
WHEREAS, the respective Boards of Directors of Macrovision-Delaware and
Macrovision-California have determined that, for the purpose of effecting the
reincorporation of Macrovision California in the State of Delaware, it is
advisable and to the advantage of said two corporations and their shareholders
that Macrovision-California merge with and into Macrovision-Delaware upon the
terms and conditions provided herein (the "Merger"); and
WHEREAS, the respective Boards of Directors of Macrovision-Delaware and
Macrovision-California have approved this Agreement and have directed that this
Agreement be submitted to a vote of the shareholders of Macrovision-Delaware and
Macrovision-California;
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
provisions hereinafter contained, Macrovision-Delaware and
Macrovision-California hereby agree as follows:
FIRST: Macrovision-Delaware hereby merges Macrovision-California into
itself, and Macrovision-California shall be, and hereby is, merged into
Macrovision-Delaware, which shall be the surviving corporation.
SECOND: The Certificate of Incorporation of Macrovision-Delaware as in
effect on the date of the merger provided for in this Merger Agreement,
shall continue in full force and effect as the Certificate of Incorporation
of Macrovision-Delaware, the corporation surviving this merger.
THIRD: The manner of converting the outstanding shares of the capital
stock of each of the constituent corporations into shares or other
securities of the surviving corporation shall be as follows:
(a) Each of the one hundred (100) shares of the Common Stock of
Macrovision-Delaware presently issued and outstanding shall be
retired, and no shares of Common Stock or other securities of
Macrovision-Delaware shall be issued in respect thereof.
(b) Each share of Common Stock of Macrovision-California which shall
be outstanding on the effective date of this Merger Agreement, and all
rights in respect thereof shall forthwith be changed and converted
into one (1) share of Common Stock of Macrovision-Delaware.
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(c) Each share of Series A Preferred Stock of Macrovision-California
which shall be outstanding on the effective date of this Merger
Agreement, and all rights in respect thereof shall forthwith be
changed and converted into one (1) share of Series A Preferred Stock
of Macrovision-Delaware.
(c) After the effective date of this Merger Agreement, each holder of
an outstanding certificate representing shares of Common Stock or
Series A Preferred Stock of Macrovision-California shall surrender the
same to Macrovision-Delaware and each such holder shall be entitled
upon such surrender to receive the number of shares of Common Stock or
Series A Preferred Stock of Macrovision-Delaware on the basis provided
herein. Until so surrendered, the outstanding shares of stock of
Macrovision-California to be converted into the stock of the
Macrovision-Delaware as provided herein, may be treated by
Macrovision-Delaware, for all corporate purposes, as evidencing the
ownership of shares of Macrovision-Delaware as though said surrender
and exchange had taken place. After the effective date of this Merger
Agreement, each registered owner of any uncertificated shares of
Common Stock of Macrovision-California shall have said shares canceled
and said registered owner shall be entitled to the number of shares of
Common Stock of Macrovision-Delaware on the basis provided herein.
FOURTH: The terms and conditions of the merger are as follows:
(a) The Bylaws of Macrovision-Delaware as they shall exist on the
effective date of this Merger Agreement shall be and remain the Bylaws
of Macrovision-Delaware until the same shall be altered, amended or
repealed as therein provided.
(b) The directors and officers of Macrovision-Delaware shall continue
in office until the next Annual Meeting of Shareholders or until their
successors shall have been duly elected and qualified.
(c) This merger shall become effective upon filing of the Certificate
of Merger with the Secretary of State of Delaware.
(d) Upon the merger becoming effective, all property, rights,
privileges, franchises, patents, trademarks, licenses, registrations
and other assets of every kind and description of
Macrovision-California shall be transferred to, vested in and devolve
upon Macrovision-Delaware without further act or deed and all
property, rights, and every other interest of Macrovision-Delaware and
Macrovision-California shall be as effectively the property of
Macrovision-Delaware as they were of Macrovision-Delaware and
Macrovision-California, respectively. Macrovision-California hereby
agrees from time to time, as and when requested by
Macrovision-Delaware or by its successors or assigns, to execute and
deliver or cause to be executed and delivered all such deeds and
instruments and to take or cause to be taken such further or other
action as
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Macrovision-Delaware may deem necessary or desirable in order to vest
in and confirm to Macrovision-Delaware title to and possession of any
property of Macrovision-California acquired or to be acquired by
reason of or as a result of the merger herein provided for and
otherwise to carry out the intent and purposes hereof and the proper
officers and directors of Macrovision-California and the proper
officers and directors of Macrovision-Delaware are fully authorized in
the name of Macrovision-California or otherwise to take any and all
such action.
FIFTH: This Merger Agreement shall become effective immediately upon
compliance with the laws of the States of California and Delaware.
IN WITNESS WHEREOF, the parties to this Merger Agreement, pursuant to the
approval and authority duly given by resolution adopted by the respective Boards
of Directors of Macrovision-Delaware and Macrovision-California have caused
these presents to be executed by the President of each party hereto as the
respective act, deed and agreement of each said corporations on this
_____________ day of ________________, 1996.
Macrovision Corporation,
a Delaware Corporation
By:_____________________________
Title: President
Macrovision Corporation,
a California corporation
By:_____________________________
Title: President
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OFFICERS' CERTIFICATE
OF
MACROVISION CORPORATION,
A CALIFORNIA CORPORATION
Xxxxxxx X. Krepick, President and Xxxx X. Xxxx, Secretary of Macrovision
Corporation, a corporation duly organized and existing under the laws of the
State of California ("the Corporation"), does hereby certify:
1. That they are the President and Secretary, respectively, of the
Corporation.
2. The Merger Agreement in the form attached hereto as EXHIBIT A was duly
approved by the board of directors of the Corporation.
3. The Merger Agreement in the form attached hereto as EXHIBIT A was
approved by the shareholders of the Corporation by a vote of __% of the
outstanding shares of Common Stock and 100% of the outstanding shares of Series
A Preferred Stock, which vote equaled or exceeded the vote required to approve
said Merger Agreement. The total number of shares of Common Stock of the
Corporation outstanding ___ shares, and the total number of shares of Series A
Preferred Stock of the Corporation outstanding is two million four hundred
seventy-seven thousand five hundred seventy-eight (2,477,578) shares.
The undersigned declare under penalty of perjury that the statements
contained in the foregoing certificate are true and correct of their own
knowledge. Executed at Sunnyvale, California on ____________, 1996.
Macrovision Corporation,
a California corporation
By:
-------------------------------
Title: President
By:
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Title: Secretary
OFFICERS' CERTIFICATE
OF
MACROVISION CORPORATION,
A DELAWARE CORPORATION
Xxxxxxx X. Krepick, President and Xxxx X. Xxxx, Secretary of Macrovision
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware ("the Corporation"), does hereby certify:
1. That they are the President and Secretary, respectively, of the
Corporation.
2. The Merger Agreement in the form attached hereto as EXHIBIT A was duly
approved by the board of directors of the Corporation.
3. The Merger Agreement in the form attached hereto as EXHIBIT A was
approved by the shareholders of the Corporation by a vote of 100% of the
outstanding shares of Common Stock which vote equaled or exceeded the vote
required to approve said Merger Agreement. The total number of shares of Common
Stock of the Corporation outstanding is one hundred (100) shares.
The undersigned declare under penalty of perjury that the statements
contained in the foregoing certificate are true and correct of their own
knowledge. Executed at Sunnyvale, California on _____________, 1996.
Macrovision Corporation,
a Delaware corporation
By:
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Title: President
By:
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Title: Secretary
CERTIFICATE OF MERGER
BETWEEN
MACROVISION CORPORATION, A CALIFORNIA CORPORATION
INTO
MACROVISION CORPORATION, A DELAWARE CORPORATION
The undersigned corporation does hereby certify:
FIRST: That the names and states of incorporation of each of the
constituent corporations of the merger are as follows:
NAME STATE
---- -----
Macrovision Corporation Delaware
Macrovision Corporation California
SECOND: That certain Merger Agreement between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 252 of
the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is
Macrovision Corporation, a Delaware corporation ("Surviving Corporation").
FOURTH: That the Certificate of Incorporation of Surviving Corporation,
shall continue in full force and effect as the Certificate of Incorporation of
the Surviving Corporation.
FIFTH: That the executed Merger Agreement is on file at the principal
place of business of the Surviving Corporation, the address of which is 0000
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000.
SIXTH: That a copy of the Merger Agreement will be furnished, on request
and without cost, to any shareholder or stockholder of any constituent
corporation.
SEVENTH: The authorized capital stock of Macrovision Corporation, a
California corporation is one hundred million (100,000,000) shares of Common
Stock, no par value, and five million (5,000,000) shares of Preferred Stock, no
par value.
EIGHTH: That this Certificate of Merger shall be effective upon its filing
date.
Dated: ______________, 1996 Macrovision Corporation,
a Delaware corporation
By:
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Title: President
