AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") dated the 27th day of
December, 1999, by and between Derma Sciences, Inc.. a Pennsylvania corporation
("Derma") and Genetic Laboratories Wound Care, Inc., a Minnesota corporation
("Genetic Labs ") (collectively, the "Constituent Corporations").
WHEREAS, each of the Constituent Corporations has adopted this
Agreement; and
WHEREAS, the boards of directors of each of the Constituent
Corporations deem it advisable and to the advantage of the Constituent
Corporations and their respective shareholders that Genetic Labs be merged into
Derma with Derma as the surviving Corporation pursuant to the laws of the
Commonwealth of Pennsylvania and on the terms and conditions herein contained;
NOW, THEREFORE, the parties hereto, in consideration of the promises
and covenants herein contained and intending to be legally bound, agree as
follows:
ARTICLE I
1.1 At the Effective Time, defined below in Article 4.3, Genetic Labs
shall be merged with and into Derma pursuant to Subchapter C, Section 1921 et
seq. of the Pennsylvania Business Corporation Law of 1988. Derma shall be the
Surviving Corporation and shall be governed by the laws of the Commonwealth of
Pennsylvania. The existence of Genetic Labs shall cease on such date and the
existence of the Derma shall continue unaffected and unimpaired by the merger
with all the rights, privileges, immunities and powers and subject to all the
duties and liabilities of a corporation organized under the laws of the
Commonwealth of Pennsylvania.
1.2 The Articles of Incorporation of Derma as they exist at the
Effective Time shall, until further amended as provided by law, constitute the
Articles of Incorporation of the Surviving Corporation.
1.3 The by-laws of Derma as they exist at the Effective Time shall,
until further amended as provided by law, constitute the by-laws of the
Surviving Corporation.
1.4 The directors of Derma at the Effective Time shall constitute the
board of directors of the Surviving Corporation and shall hold office until
their successors are elected and have qualified.
ARTICLE II
2.1 At the Effective Time, shares of common stock of Genetic Labs
immediately prior to the Effective Time shall be converted into shares of common
stock of Derma in the ratio of one (1) share of Derma for one (1) share of
Genetic Labs. Holders of certificates representing shares of Genetic Labs shall
tender such certificates, duly endorsed, for exchange at the Effective Time.
ARTICLE III
3.1 The obligations of each of the Constituent Corporations to
effectuate the merger hereunder shall be subject to the following conditions:
(a) Each of the Constituent Corporations shall have delivered
to the other a copy of the resolution approving this Agreement adopted by at
least a majority vote of its directors.
(b) The holders of the outstanding shares of common stock of
Genetic Labs shall have approved this Agreement and the merger contemplated
hereby in the manner required by law.
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ARTICLE IV
4.1 Genetic Labs shall submit this Agreement and the merger
contemplated by the Agreement to its shareholders for approval.
4.2 Upon approval of this Agreement and the merger contemplated by this
Agreement and the satisfaction of each of the other conditions set forth in
Article III, the appropriate officers of each of the Constituent Corporations
shall execute and acknowledge articles of merger in the form required by the
laws of the Commonwealth of Pennsylvania and the State of Minnesota and shall
cause same to be filed and recorded as provided by the laws of the Commonwealth
of Pennsylvania and the State of Minnesota.
4.3 The merger contemplated by this Agreement shall be effective upon
filing of articles of merger with the Department of State, Commonwealth of
Pennsylvania, and the Secretary of State, State of Minnesota, which time shall
be the Effective Time.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the date first hereinabove written.
DERMA SCIENCES, INC.
By: ___________________________
Xxxxxxx X. Xxxxx CPA, MST
Vice President and Chief Financial Officer
GENETIC LABORATORIES WOUND CARE, INC.
By: ___________________________
Xxxxxxx X. Xxxxx, CPA, MST
Vice President and Chief Financial Officer
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