EXHIBIT 2.0
STATE OF DELAWARE
AGREEMENT OF MERGER
AGREEMENT OF MERGER
BETWEEN
(A Delaware Domestic Corporation)
AND
(A Foreign Corporation)
(State of Incorporation)
This Plan and Agreement of Merger made and entered into on the 18th day
of November, 1997, by and between MAS Acquisition I Corp., a Delaware
Corporation, and Xxxxx Electronics, Inc., a Florida Corporation.
WITNESSETH:
WHEREAS, the Delaware Corporation is a Corporation organized and
existing under the laws of the State of Delaware, its Certificate of
Incorporation having been filed in the Office of the Secretary of State of the
State of Delaware on July 31, 1996; and
WHEREAS, the Florida Corporation is a corporation organized and existing
under the laws of the State of Florida; and
WHEREAS, the aggregate number of shares which the Delaware Corporation
has authority to issue is 100,000,000; and
WHEREAS, the Board of Directors of each of the constituent corporations
deems it advisable that the Florida Corporation be merged into the Delaware
Corporation on the terms and conditions hereinafter set forth, in accordance
with the applicable provisions of the statutes of the States of Delaware and
Florida respectively, which permit such merger;
NOW, THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Delaware Corporation and
the Florida Corporation, by their respective Boards of Directors, have agreed
and do hereby agree, each with the other as follows:
ARTICLE I
The Florida Corporation and the Delaware Corporation shall be merged
into a single corporation, in accordance with applicable provisions of the
laws of the State of Florida and of the State of Delaware, by the Florida
Corporation merging into the Delaware Corporation, which shall be the surviving
Corporation.
ARTICLE II
Upon the merger becoming effecive as provided in the applicable laws of
the State of Florida and of the State of Delaware (the time when the merger
shall so become effective being sometimes herein referred to as the "EFFECTIVE
DATE OF THE MERGER"):
1. The two Constituent Corporations shall be a single corporation,
which shall be the Delaware Corporation as the Surviving Corporation, and the
separate existence of the Florida Corporation shall cease except to the extent
provided by the laws of the State of Florida in the case of a corporation after
its merger into another corporation.
ARTICLE III
The Certificate of Incorporation of the Delaware Corporation shall not
be amended in any respect by reason of this Agreement of Merger.
ARTICLE IV
The manner of converting the outstanding shares of each of the
Constituent Corporations shall be as follows:
One share of Florida corporation into 2.31 shares of the Delaware
corporation.
IN WITNESS WHEREOF, the Delaware Corporation and the Florida
Corporation, pursuant to the approval and authority duly given by resolutions
adopted by their respective Boards of Directors have caused this Plan and
Agreement of Merger to be executed by an authorized officer of each party
thereto.
(A Delaware Corporation)
BY: /s/ Xxxxx Xxxx
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TITLE OF OFFICER: Xxxxx Xxxx, President
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(A Florida Corporation)
BY: /s/ Xxxx Xxxxx
__________________________
Authorized Officer
TITLE OF OFFICER: Xxxx Xxxxx, President
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