EXHIBIT 10.7
MERGER AGREEMENT
THIS MERGER AGREEMENT is made and entered into as of the 30th day of
November, 1999, by and between SCIENTIFIC NRG, INCORPORATED, a Minnesota
corporation (the "Scientific"), and NEWBRIDGE CAPITAL, INC., a Nevada
Corporation (the "Surviving Corporation"). Scientific and the Surviving
Corporation are hereinafter sometimes referred to collectively as the
"Constituent Corporations."
RECITALS
A. Scientific is a publicly held company engaged in the business of seeking
business opportunities and acquisitions. Scientific's principal executive
offices are located at 0000 XxxXxxxxx Xx., Xxx. 000, Xxxxxxx Xxxxx, XX
00000.
B. The Surviving Corporation is a recently formed Nevada corporation. The
Surviving Corporation's principal executive offices are located at 0000
XxxXxxxxx Xx., Xxx. 000, Xxxxxxx Xxxxx, XX 00000.
C. The Boards of Directors of Scientific and the Surviving Corporation have
determined that it is advisable that Scientific merge with and into the
Surviving Corporation, and that the shareholders of Scientific exchange
their shares of the capital stock of Scientific for shares of the common
stock of the Surviving Corporation. The transaction contemplated hereby is
hereinafter referred to as the "Merger".
D. The Constituent Corporations desire to enter into and adopt this Merger
Agreement for the purpose of setting forth certain terms and provisions
that will govern the Merger and to consummate the Merger as a "change in
domicile merger" in accordance with the provisions of Section 368 (a)(2)(F)
of the Internal Revenue Code of 1986, as amended (the "Code").
E. The principal purpose of the Merger is to effectuate a change in corporate
domicile from Minnesota to Nevada.
PROVISIONS:
NOW, THEREFORE, in consideration of the mutual agreement hereinafter set
forth, in accordance with the provisions of the Minnesota Statutes Annotated,
and the Nevada Revised Statutes and for the purpose of setting forth the terms
and conditions of the Merger, the mode of completing the Merger, and the manner
of converting the shares of the capital stock of Scientific into shares of the
common stock of the Surviving Corporation, the parties agree as follows:
I. The Reorganization.
1.1 The Effective Time. The Merger shall be accomplished by filing appropriate
articles of merger with the Secretary of State of the State of Nevada and
the Secretary of State of the State of Minnesota in the form provided for
by the business corporation laws of such States as soon as practicable
after execution of this Merger Agreement. The term "Effective Time" shall
mean the time at which all necessary Certificates of Merger have been
issued by the Secretary of State of the State of Nevada and the Secretary
of State of the State of Minnesota.
1.2 Manner of Merger. At the Effective Time, Scientific shall be merged into
the Surviving Corporation, which shall be the corporation that survives the
Merger. The corporate existence of the Surviving Corporation with all its
purposes, powers and objects shall continue unaffected and unimpaired by
the Merger; and, as the corporation surviving the Merger, the Surviving
Corporation shall by governed by the laws of the State of Nevada and shall
succeed to all rights, assets, liabilities and obligations of Scientific,
as provided in the business corporation laws of the State of Minnesota. The
separate existences and corporate organizations of the Surviving
Corporation and Scientific shall cease at the Effective Time, and
thereafter the Surviving corporation shall continue as the surviving
corporation under the laws of the State of Nevada under the name of
NewBridge Capital, Inc., a Nevada corporation. All the property, real,
personal, and mixed, and all debts of other obligations due to Scientific,
shall be transferred to and shall be vested in the Surviving Corporation,
without further act or deed, as provided in the business corporation laws
of the States of Nevada and Minnesota.
1.3 Articles of Incorporation and Bylaws of the Surviving Corporation.
(a) Article FIRST through FOURTH of the Articles of Incorporation of the
Surviving Corporation shall remain in effect following the Effective
Time.
(b) The Bylaws of the Surviving Corporatio in effect at the Effective Time
shall be the Bylaws of the Corporation surviving this Merger, except
as they may thereafter be altered, amended or repealed in accordance
with law, or in accordance with the Articles of Incorporation of the
Surviving Corporation or its Bylaws.
(c) The directors and officers of the Surviving Corporation as of the
Effective Time shall be the directors and officers of the corporation
surviving this Merger, until their successors shall have been elected
and qualified, or as otherwise provided by the General Corporation
Laws of the State of Nevada and in the Bylaws of the Surviving
Corporation. If at the Effective Time a vacancy exists on the Board of
Directors or in any of the offices of the Surviving Corporation,
such vacancy shall thereafter be filled in the manner provided in the
Bylaws of the Surviving Corporation.
1.4 Status and Conversion of Shares. The manner of converting the shares of
capital stock of Scientific outstanding immediately prior to the Merger
into shares of common stock of the Surviving Corporation, except as to
outstanding shares of capital stock of Scientific held by shareholders, if
any, who dissent from the Merger and seek appraisal under the applicable
provisions of the Minnesota Statutes Annotated, shall be as follows:
(a) At the Effective Time, every ten (10) shares of the issued and
outstanding no par value common stock of Scientific shall by virtue of
the Merger and without any action on the part of the holder thereof
become and be converted into one (1) share of the $.001 par value
common stock of the Surviving Corporation. One whole share in the
Surviving Corporation shall be issued to any shareholder of Scientific
with respect to any fractional share in the Surviving Corporation
resulting from such division.
(b) Any shares of the capital stock of Scientific that may be held in
treasury as of the Effective Time shall be cancelled as of the
Effective Time, and shall not thereafter be issued or outstanding.
(c) After the Effective Time, each holder of a certificate or certificates
theretofore representing outstanding shares of the capital stock of
Scientific may surrender such certificate or certificates to such
agent or agents as shall be appointed by the Surviving Corporation
(the "Exchange Agent"), and shall be entitled to receive in exchange
therefor a certificate or certificates representing the number of
whole shares of common stock of the Surviving Corporation into which
the shares of capital stock of Scientific theretofore represented by
the certificates so surrendered have been converted.
(d) If any certificate evidencing shares o the capital stock of Scientific
is to be issued in a name other than the name in which the certificate
surrendered is registered, the certificate so surrendered shall be
properly endorsed and shall otherwise be in proper form for transfer.
The person requesting the transfer shall pay to the Exchange Agent any
transfer or other fees or taxes required by reason of the issuance of
a certificate in name other than that of the registered holder of the
certificate surrendered.
(e) The Surviving Corporation may, without notice to any person, terminate
all exchange agencies at any time after 120 days following the
Effective Time. After such termination, all exchanges, payments and
notices provided for in this Agreement to be made to or by the
Exchange Agent shall be made to or by the Surviving Corporation or its
agent.
(f) On October 29, 1999, notice of the proposed merger was given total
shareholders of record of Scientific. On November 30, 1999, an
affirmative vote of a majority of all issued and outstanding shares of
Scientific no par value common stock approved the Merger. No
shareholder elected dissenter's rights.
(g) The sole share of $.001 par value common stock of the Surviving
Corporation owned by Xxxx X. Xxxx shall be canceled as of the
Effective Time and shall not thereafter be issued or outstanding.
1.5 Options, Warrants and Conversion Rights. Options, warrants and conversion
rights to acquire capital stock of Scientific (including any options,
warrants and conversion rights that may be held in trust pursuant to
employee benefit plans) shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into and become
options, warrants and conversion rights to acquire the number of shares of
common stock of the Surviving Corporation into which the shares of capital
stock of Scientific covered by the option, warrant or conversion right
would have been converted if such shares had been held by the holder of the
option, rights or warrant at the Effective Time at an appropriately
adjusted option, purchase or conversion price.
II. Miscellaneous.
2.1 Amendments. This Merger Agreement may be amended with the approval of the
Boards of Directors of the Constituent Corporations at any time before or
after the approval hereof by their respective shareholders, but after any
such approval no amendment shall be made that substantially and adversely
changes the terms hereof as to any party without the approval of the
shareholders of such party.
2.2 Extension; Waiver. At any time before the Effective Time, the Board of
Directors of either of the Constituent Corporations may (a) extend the time
for the performance of any of the obligations or other acts of another
party hereto, or (b) waive compliance by another party with any of the
agreements or conditions contained herein. Any such extension or waiver
shall be valid only if set forth in an instrument in writing duly executed
and delivered on behalf of such party.
IN WITNESS WHEREOF, the Constituent Corporations have executed this Merger
Agreement as of the day and year first above written.
"Surviving Corporation"
NewBridge Capital, Inc.,
a Nevada corporation
By: /s/Xxxx X. Xxxx
Xxxx X. Xxxx, President
ATTEST:
/s/ Xxx X. Xxxxxx
Secretary
"Scientific"
Scientific NRG, Inc.,
a Minnesota corporation
By: /s/Xxxx X. Xxxx
Xxxx X. Xxxx, President
ATTEST:
/s/ Xxx X. Xxxxxx
Secretary
