EXHIBIT 2.03
PLAN OF MERGER
THIS PLAN OF MERGER (the "Plan") is made and entered into as of this
29th day of June, 1999 by and between AMERICAN SURGICAL SUPPLY CORP. OF FLORIDA
D/B/A AMERICAN MICRO COMPUTER CENTER, a Florida corporation (the "MERGING
CORPORATION"), and AMERICAN MICRO ACQUISITION CORP., a Florida corporation (the
"SURVIVING CORPORATION"). The Merging Corporation and the Surviving Corporation
are hereinafter sometimes referred to collectively as the "CONSTITUENT
CORPORATIONS."
W I T N E S S E T H:
WHEREAS, the directors of the Constituent Corporations have determined
that it would be in the best interest of such corporations and their respective
shareholders for the Merging Corporation to merge with and into the Surviving
Corporation in accordance with Florida Business Corporation Act.
NOW, THEREFORE, in consideration of the premises, and the mutual
covenants, agreements, provisions and grants herein contained, the Constituent
Corporations hereby agree and prescribe the terms and conditions of this Plan of
Merger and the mode of carrying the same into effect, as follows:
1. MERGER. Subject to and on the terms and conditions set forth herein,
on the Effective Date (as defined in Section 2 below), the Merging Corporation
shall be merged (the "Merger") with and into the Surviving Corporation, with the
Surviving Corporation remaining the surviving corporation.
2. EFFECTIVE DATE. The Merger shall become effective upon the filing of
the Articles of Merger with the Florida Department of State (the "Effective
Date").
3. EFFECT OF MERGER. Upon the Effective Date: (a) the Merging
Corporation and the Surviving Corporation shall become a single corporation and
the separate corporate existence of the Merging Corporation shall cease; (b) the
Surviving Corporation shall succeed to and posses all the rights, privileges,
powers, and immunities of the Merging Corporation which, together with all of
the assets, properties, business, patents, trademarks, and goodwill of the
Merging Corporation, of every type and description wherever located, shall vest
in the Surviving Corporation without further act or deed; (c) all rights of
creditors and all liens upon any property of the Constituent Corporations shall
remain unimpaired; and (d) the name of the Surviving Corporation shall become
AMERICAN MICRO COMPUTER CENTER, INC., without further act or deed.
4. ARTICLES OF INCORPORATION, BYLAWS, OFFICERS AND DIRECTORS OF
SURVIVING CORPORATION. Upon the Effective Date: (a) the Articles of
Incorporation of the Surviving Corporation shall remain and continue as the
Articles of Incorporation of the Surviving Corporation until amended in the
manner provided by law; (b) the Bylaws of the Surviving Corporation shall remain
and continue as the Bylaws of the Surviving Corporation until amended in the
manner provided by law; and (c) the officers and directors of the Surviving
Corporation shall remain and continue as the officers and directors of the
Surviving Corporation until their successors are duly elected and qualified in
the manner provided for in the Acquisition Agreement (as defined herein).
5. CANCELLATION OF SHARES. Upon the Effective Date, all of the
then-issued and outstanding shares of capital stock of the Merging Corporation
shall be automatically canceled, without any action on the part of the holder
thereof, in exchange for the right to receive the Merger Consideration (as
defined in Section 1.2 of that certain Merger Agreement (the "Merger Agreement")
of even date herewith among the Merging Corporation, the Surviving Corporation,
European Micro Holdings, Inc. and the shareholders of the Merging Corporation).
6. ARTICLES OF MERGER. At Closing (as defined in the Merger Agreement),
the parties shall promptly execute the Articles of Merger attached hereto and
file the same with the Florida Department of State.
7. GOVERNING LAW. This Plan of Merger shall be governed and construed in
accordance with the laws of the State of Florida.
8. COUNTERPARTS. This Plan of Merger may be executed in counterparts,
each of which when so executed shall constitute an original copy hereof, but
both of which together shall be considered but one and the same document.
IN WITNESS WHEREOF, the parties have executed this Plan of Merger on the
date first above written.
AMERICAN SURGICAL SUPPLY CORP.
OF FLORIDA D/B/A AMERICAN MICRO
COMPUTER CENTER
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President
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AMERICAN MICRO ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: President
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