Exhibit "A"
PLAN OF MERGER
This PLAN OF MERGER (the "Plan of Merger"), is made as of the 13th day of
July, 1998, by and between TELECONNECT, INC., a Utah corporation ("TCI"),
TELESHARE 900, INC., a Utah corporation ("T900"), Q COMM INTERNATIONAL, INC., a
Nevada corporation ("QCI"), and QCMERCO, INC., a Utah corporation ("QCMERCO").
QCMERCO is hereinafter sometimes referred to as the "Surviving Corporation," and
together with TCI, T900, and QCI are referred to as the "Constituent
Corporations". TCI, T900, and QCI are collectively referred to as the "Merger
Companies." QCMERCO is a wholly owned subsidiary of FOUR RIVERS DEVELOPMENT,
INC., a Utah corporation ("FRD").
The authorized capital stock of TCI consists of 10,000 shares of common
stock, no par value ("TCI Common Stock"). The authorized capital stock of T900
consists of 10,000 shares of common stock, no par value ("T900 Common Stock").
The authorized capital stock of QCI consists of 25,000,000 shares of common
stock, par value $0.001 ("QCI Common Stock"). The authorized capital stock of
QCMERCO consists of 100 shares of common stock, no par value (the "QCMERCO
Common Stock").
The directors of the Constituent Corporations deem it advisable and to the
advantage of said corporations that the Company merge into QCMERCO upon the
terms and conditions provided herein.
NOW, THEREFORE, the parties hereby adopt the plan of reorganization
encompassed by this Plan of Merger and hereby agree that the Company shall merge
into QCMERCO on the following terms, conditions and other provisions:
1. Terms and Conditions.
1.1 Merger. The Merger Companies shall be merged with and into QCMERCO,
which shall be the surviving corporation effective on the date when this Plan of
Merger is filed as part of the required Articles of Merger with the Division of
Corporations and Commercial Code of the state of Utah and the Nevada Secretary
of State (the "Effective Date").
1.2 Succession. On the Effective Date, QCMERCO shall succeed to all of the
rights, privileges, powers, immunities and franchises and all the property,
real, personal and mixed of the Merger Companies, without the necessity for any
separate transfer. QCMERCO shall thereafter be responsible and liable for all
liabilities and obligations of the Merger Companies, and neither the rights of
creditors nor any liens on the property of the Merger Companies shall be
impaired by the merger.
1.3 Common Stock of the Company and QCMERCO.
(a) Upon the Effective Date, by virtue of the merger and without any
further action on the part of the Constituent Corporations or their
stockholders, each share of TCI
Common Stock issued and outstanding immediately prior to the Effective Date
shall be changed and converted into and become 930.2808464 shares of FRD Common
Stock, par value $0.001 ("FRD Common Stock"), or a total of approximately
3,385,292 shares for the 3,639 issued and outstanding shares of TCI Common
Stock.
(b) Upon the Effective Date, by virtue of the merger and without any
further action on the part of the Constituent Corporations or their
stockholders, each share of T900 Common Stock issued and outstanding immediately
prior to the Effective Date shall be changed and converted into and become
298.8686109 shares of FRD Common Stock, or a total of approximately 994,037
shares for the 3,326 issued and outstanding shares of T900 Common Stock.
(c) Upon the Effective Date, by virtue of the merger and without any
further action on the part of the Constituent Corporations or their
stockholders, each share of QCI Common Stock issued and outstanding immediately
prior to the Effective Date shall be changed and converted into and become
3.13018 shares of FRD Common Stock, or a total of approximately 565,154 shares
for the 180,550 issued and outstanding shares of QCI Common Stock.
1.4 Stock Certificates. On and after the Effective Date, all of the
outstanding certificates that prior to that time represented shares of Common
Stock of the Merger Companies shall be deemed for all purposes to evidence
ownership of and to represent the shares of FRD Common Stock into which the
shares of the Merger Companies represented by such certificates have been
converted as provided herein and shall be so registered on the books and records
of FRD or its transfer agent. The registered owner of any such outstanding stock
certificate shall, until such certificate shall have been surrendered for
transfer or conversion or otherwise accounted for to FRD or its transfer agent,
have and be entitled to exercise any voting and other rights with respect to and
to receive any dividend and other distributions upon the shares of FRD evidenced
by such outstanding certificate as provided above.
1.5 Fractional Shares. FRD shall not issue any fractional shares or
interests in the FRD Common Stock. If any stockholder of the Merger Companies
would otherwise be entitled to a fractional share as a result of the provisions
of this Plan of Merger, FRD shall round the number of shares of the FRD Common
Stock to be issued to such stockholder up to the nearest whole share.
1.6 Acts, Plans, Policies, Agreements, Etc. All corporate acts, plans,
policies, agreements, arrangements, approvals and authorizations of the Merger
Companies, its stockholders, Board of Directors and committees thereof, officers
and agents which were valid and effective immediately prior to the Effective
Date, shall be taken for all purposes as the acts, plans, policies, agreements,
arrangements, approvals and authorizations of QCMERCO and shall be as effective
and binding thereon as the same were with respect to the Merger Companies.
2. Charter Documents, Directors and Officers
2.1 Articles of Incorporation and By-Laws. The Articles of Incorporation
and Bylaws of QCMERCO as in effect immediately prior to the Effective Date shall
remain the
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Articles of Incorporation and Bylaws of QCMERCO after the Effective Date, except
that Article I of the Articles of Incorporation of QCMERCO shall be deleted, and
the following inserted in lieu thereof:
ARTICLE I. NAME
The name of the Corporation shall be: Q Comm International, Inc.
2.2 Directors and Officers. On the Effective Date, the Board of Directors
of QCMERCO will consist of the members of the Board of Directors of TCI
immediately prior to the Merger. The directors will continue to hold office as
directors of TCI for the same term for which they would otherwise serve as
directors of TCI. The individuals serving as executive officers of TCI
immediately prior to the Merger will serve as executive officers of TCI upon the
effectiveness of the Merger.
3. Miscellaneous
3.1 Further Assurances. From time to time, and when required by QCMERCO or
by its successors and assigns, there shall be executed and delivered on behalf
of the Merger Companies such deeds and other instruments, and there shall be
taken or caused to be taken by them such further and other action, as shall be
appropriate and necessary in order to vest or perfect, or to conform of record
or otherwise, in QCMERCO the title to and possession of all the property,
intents, assets, rights, privileges, immunities, powers, franchises and
authority of the Merger Companies and otherwise to carry out the purposes of
this Plan of Merger, and the directors and officers of the Company are fully
authorized in the name and on behalf of the Merger Companies or otherwise to
take any and all such action and to execute and deliver any and all such deeds
and other instruments.
3.2 Amendment. At any time before or after approval by the stockholders of
the Merger Companies and QCMERCO, this Plan of Merger may be amended in any
manner (except that any of the principal terms may not be amended without the
approval of the stockholders of the Merger Companies) as may be determined in
the judgment of the respective Boards of Directors of the Merger Companies and
QCMERCO to be necessary, desirable or expedient in order to clarify the
intention of the parties hereto or to effect or facilitate the purpose and
intent of this Plan of Merger.
3.3 Abandonment. At any time before the Effective Date, this Plan of
Merger may be terminated and the merger may be abandoned by the Board of
Directors of the Merger Companies or QCMERCO, notwithstanding the approval of
this Plan of Merger by the stockholders of the Merger Companies and QCMERCO, or
the consummation of the merger may be deferred for a reasonable period if, in
the opinion of the Board of Directors of the Merger Companies or QCMERCO, such
action would be in the best interests of the Constituent Corporations.
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3.4 Approval. This Plan of Merger has been duly adopted and approved by
each of the Boards of Directors of the Constituent Corporations and recommended
for approval to each of their respective stockholders for approval. This Plan of
Merger shall be submitted to the stockholders of each Constituent Corporation
for approval in the manner required by the Utah Revised Business Corporation Act
and the Nevada Revised Statutes.
3.4 Governing Law. This Plan of Merger shall be governed by and construed
in accordance with the laws of the state of Utah.
IN WITNESS WHEREOF, this agreement has been signed as of the date
first-above written for and on behalf of the corporate parties hereto by the
undersigned thereunto duly authorized.
TELECONNECT, INC.
By /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx, President
TELESHARE 900, INC.
By /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx, President
Q COMM INTERNATIONAL, INC.
By /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx, President
QCMERCO, INC.
By /s/ Xxx Xxxxxx
---------------------------------
Xxx Xxxxxx, President
FOUR RIVERS DEVELOPMENT, INC.
By /s/ Xxx Xxxxxx
---------------------------------
Xxx Xxxxxx, President
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