EXHIBIT 2.1
SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the
"Second Amendment"), dated as of April 23, 1998, is made and entered into by and
among SAVOIR TECHNOLOGY GROUP, INC, a Delaware Corporation ("Parent"), STG
ACQUISITION CORP., a Delaware corporation ("Sub"), MCBA SYSTEMS, INC., an
Alabama corporation ("MCBA"), XXXXXXX X. XXXXXXXX and XXXX XXXXXXX (together the
"Selling Shareholders").
RECITALS:
A. Parent, Sub, the Selling Shareholders and MCBA are parties to that
certain Agreement and Plan of Reorganization, dated as of November 22, 1997, as
amended by the First Amendment to Agreement and Plan of Reorganization dated as
of March 27, 1998 (the "Merger Agreement").
B. The Merger Agreement provides that if the Closing has not occurred
by May 15, 1998, the Merger Agreement may be terminated pursuant to Section
9.1(c) of the Merger Agreement and that Parent, MCBA and the Selling
Shareholders shall use their respective best efforts to cause the Closing Date
to be no later than May 15, 1998.
NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. Each of Parent, Sub, the Selling Shareholders and MCBA hereby agree
that by execution and delivery of this Second Amendment, all references to May
15, 1998 in Sections 2.13, 7.4 and 9.1(c) of the Merger Agreement are hereby
amended to refer to June 5, 1998.
2. This Second Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered will be an
original, but all such counterparts will together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.
3. Other than as set forth herein, this Second Amendment does not
modify, change or delete any other term, provision, addendum, representation,
warranty, agreement or covenant (the "Provisions") relating to or contained in
the Merger Agreement, and all such Provisions remain in full force and effect.
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4. This Second Amendment shall be governed by, and construed in
accordance with, the laws of the State of California, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof.
5. This Second Amendment and any of the provisions hereof may not be
amended, altered or added to in any manner except by a document in writing and
signed by each party hereto.
* * *
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IN WITNESS WHEREOF, each of the parties hereto have executed this First
Amendment and caused the same to be duly delivered on its behalf as of the date
first written above.
SAVOIR TECHNOLOGY GROUP, INC.
By /s/ P. Xxxxx Xxxxx
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P. Xxxxx Xxxxx
President and CEO
STG ACQUISITION CORP.
By /s/ P. Xxxxx Xxxxx
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P. Xxxxx Xxxxx
President
MCBA SYSTEMS, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President
SELLING SHAREHOLDERS
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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