EXHIBIT 99.8
AGREEMENT OF MERGER
This Agreement of Merger (the "Agreement") is made and entered into as of
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______, 2001 by and among iPrint Technologies, inc., a Delaware corporation,
("Purchaser"), Wood Alliance, Inc., a California corporation (the "Company") and
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Metal Combination Corp., a California corporation and a wholly-owned subsidiary
of Purchaser ("Merger Sub" and, together with the Company, the "Constituent
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Corporations").
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RECITALS
A. Purchaser, Company and Merger Sub have entered into that certain
Agreement and Plan of Reorganization dated as of June 23, 2001 (the
"Reorganization Agreement"), providing for, among other things, the execution
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and filing of this Agreement and the merger of Merger Sub with and into the
Company upon the terms set forth in the Reorganization Agreement and this
Agreement (the "Merger"). Terms used, but not defined, herein shall have the
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meanings set forth in the Reorganization Agreement.
B. The respective Boards of Directors of each of the Constituent
Corporations deem it advisable and in the best interests of each of such
corporations and their respective shareholders that Merger Sub be merged with
and into the Company and have approved this Agreement and the Merger.
C. The Reorganization Agreement, this Agreement and the Merger have been
approved by the shareholders of the Company and by the sole shareholder of
Merger Sub.
AGREEMENT
NOW THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, each of the Constituent Corporations hereby agrees that Merger Sub
shall be merged with and into the Company in accordance with the Reorganization
Agreement and the provisions of the laws of the State of California, upon the
terms and subject to the conditions set forth as follows:
ARTICLE I
THE CONSTITUENT CORPORATIONS
1.1 The Company. The Company is a corporation duly organized and existing
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under the laws of the State of California.
1.2 Merger Sub. Merger Sub is a corporation duly organized and existing
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under the laws of the State of California.
ARTICLE II
THE MERGER
2.1 The Merger. At the Effective Time (as defined in Section 2.2) and
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subject to and upon the terms and conditions of this Agreement and the
applicable provisions of the Corporations Code of the State of California
("California Law"), Merger Sub shall be merged with and into the Company, the
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separate corporate existence of Merger Sub shall cease and the Company shall
continue as the surviving corporation and as a wholly-owned subsidiary of
Purchaser. The surviving corporation after the Merger is hereinafter sometimes
referred to as the "Surviving Corporation."
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2.2 Filing and Effectiveness. This Agreement, together with the officers'
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certificates of each of the Constituent Corporations required by California Law
(the "Officers' Certificates"), shall be filed with the Secretary of State of
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the State of California at the time specified in the Reorganization Agreement.
The Merger shall become effective upon the filing of this Agreement and the
Officers' Certificates with, and acceptance by, the Secretary of State of the
State of California (the "Effective Time").
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2.3 Effect of the Merger. At the Effective Time, the effect of the Merger
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shall be as provided in the applicable provisions of California Law, this
Agreement and the Reorganization Agreement. Without limiting the generality of
the foregoing, and subject thereto, at the Effective Time, all the property,
rights, privileges, powers and franchises of Merger Sub and the Company shall
vest in the Surviving Corporation, and all debts, liabilities and duties of
Merger Sub and the Company shall become the debts, liabilities and duties of the
Surviving Corporation.
2.4 Articles of Incorporation. At the Effective Time, the Articles of
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Incorporation of Merger Sub, as in effect immediately prior to the Effective
Time, shall be the Articles of Incorporation of the Surviving Corporation until
thereafter amended as provided by such Articles of Incorporation and California
Law.
2.5 Bylaws. At the Effective Time, the Bylaws of Merger Sub, as in effect
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immediately prior to the Effective Time, shall be the Bylaws of the Surviving
Corporation until thereafter amended as provided by such Bylaws and California
Law.
2.6 Conversion of Company Stock.
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(a) Certain Definitions. For purposes of this Agreement, the
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following terms shall have the following meanings:
"Combination Consideration" means the number of shares of Purchaser Common
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Stock issuable to a non-dissenting shareholder of the Company, calculated on the
basis of the Exchange Ratio.
"Exchange Ratio" means 0.86 shares of iPrint Common Stock.
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"Company Common Stock" means the Common Stock, no par value per share, of
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the Company.
"Company Preferred Stock" means the Preferred Stock, no par value per
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share, of the Company.
"Purchaser Common Stock" means the Common Stock, $0.001 par value per
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share, of the Purchaser.
(b) Conversion and Cancellation of Securities. As of the Effective
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Time, by virtue of the Merger and without any action on the part of the holder
of any shares of Company Common Stock or capital stock of Merger Sub:
(i) Capital Stock of Merger Sub. Each issued and outstanding
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share of the capital stock of Merger Sub shall be converted into and exchanged
for one validly issued, fully paid and nonassessable share of Common Stock of
the Surviving Corporation.
(ii) Conversion of Company Common Stock. Subject to Section
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2.2(d) and Section 2.4 of the Reorganization Agreement, each issued and
outstanding share of Company Common Stock (other than shares held in treasury by
the Company, which shall cease to be outstanding and to exist and shall be
canceled and retired), shall be converted into the right to receive the Exchange
Ratio. All such shares of Company Common Stock, when so converted, shall no
longer be outstanding and shall automatically be canceled and retired and shall
cease to exist, and each holder of a certificate representing any such shares
shall cease to have any rights with respect thereto, except the right to receive
the Combination Consideration as set forth above and any cash in lieu of
fractional shares of Purchaser Common Stock to be issued or paid in
consideration therefor upon the surrender of such certificate in accordance with
Section 2.3 of the Reorganization Agreement.
(c) No Fractional Shares. No fraction of a share of Purchaser Common
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Stock will be issued, but in lieu thereof each shareholder of Company Common
Stock who would otherwise be entitled to a fraction of a share of Purchaser
Common Stock (after aggregating all fractional shares of Purchaser Common Stock
to be received by such holder) shall receive from Purchaser an amount of cash
(rounded to the nearest whole cent) equal to the product of (i) such fraction,
multiplied by (ii) the per-share closing price of Purchaser Common Stock on the
Nasdaq National Market as of the last trading day prior to the Closing. The
fractional share interests of each shareholder of Company Common Stock shall be
aggregated, so that no shareholder shall receive cash in respect of fractional
share interests in an amount greater than the value of one full share of
Purchaser Common Stock .
(d) Closing of Company Transfer Books. At the Effective Time, the
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stock transfer books of the Company shall be closed and there shall be no
further registration of transfers of Company Common Stock or Company Preferred
Stock thereafter on the records of the Company.
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ARTICLE III
MISCELLANEOUS
3.1 Purchaser Stockholder Approval. The approval by the stockholders of
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Purchaser is required as a condition to the effectiveness of the Merger.
3.2 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
IPRINT TECHNOLOGIES, INC.
By:
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Name: [__________]
Title: President and Chief Executive Officer
By:
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Name: [__________]
Title: Secretary
WOOD ALLIANCE, INC.
By:
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Name: [__________]
Title: President
By:
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Name: [__________]
Title: Secretary
METAL COMBINATION CORP.
By:
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Name: [__________]
Title: President
By:
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Name: [__________]
Title: Secretary
[SIGNATURE PAGE - AGREEMENT OF MERGER]
WOOD ALLIANCE, INC.
OFFICERS' CERTIFICATE OF APPROVAL OF MERGER
The undersigned, [__________] and [__________], do hereby certify that:
1. They are the President and Secretary, respectively, of Wood Alliance,
Inc., a California corporation ("the Company ").
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2. The principal terms of the Agreement of Merger in the form attached to
this Certificate providing for the merger (the "Merger") of Metal Combination
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Corp., a California corporation, with and into the Company was duly approved by
the Board of Directors and shareholders of the Company.
3. The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, of which [__________] shares are issued and outstanding
and are entitled to vote, and 25,000,000 shares of Preferred Stock, 12,500,000
of which are designated Series A Preferred Stock, none of which shares are
issued and outstanding and none of which shares are entitled to vote. The votes
of more than 50% of the shares of Company Common Stock entitled to vote were
required to approve the Merger and the principal terms of the Agreement of
Merger.
4. The principal terms of the Agreement of Merger were approved by the
consent of the holders of at least a majority of the shares of Company Common
Stock entitled to vote, voting as a class, which vote exceeded the vote
required.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: , 2001
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Signature:
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Name: [__________]
Title: President
Signature:
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Name: [__________]
Title: Secretary
METAL COMBINATION CORP.
OFFICERS' CERTIFICATE OF APPROVAL OF MERGER
The undersigned, [__________] and [__________], do hereby certify that:
1. They are the President and Secretary, respectively, of Metal
Combination Corp., a California corporation ("Merger Sub").
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2. The principal terms of the Agreement of Merger in the form attached to
this Certificate providing for the merger (the "Merger") of Merger Sub with and
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into Wood Alliance, Inc., a California corporation, was duly approved by the
Board of Directors and by the sole shareholder of Merger Sub.
3. The authorized capital stock of Merger Sub consists of 1,000 shares of
Common Stock. There are 1,000 shares of Merger Sub Common Stock issued and
outstanding, all of which were entitled to vote upon the Merger. A vote of more
than 50% of the outstanding shares of Merger Sub Common Stock was required to
approve the Merger.
4. The principal terms of the Agreement of Merger were approved by the
consent of Merger Sub's sole shareholder, holding 100% of Merger Sub's issued
and outstanding shares, which vote exceeded the vote required.
5. The vote of the stockholders of iPrint Technologies, inc., the sole
shareholder of Merger Sub, required for the exchange of its shares of common
stock for the common stock of Wood Alliance, Inc. was obtained.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: , 2001
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Signature:
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Name: [__________]
Title: President
Signature:
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Name: [__________]
Title: Secretary
