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EXHIBIT 3.12
AGREEMENT AND PLAN OF SHARE EXCHANGE
THIS AGREEMENT AND PLAN OF SHARE EXCHANGE ("Agreement") made this ____
day of April, 1998, is by and among VS Holdings, Inc. ("VS"), a Michigan
corporation and Talon Automotive Group, Inc. ("TAG"), a Michigan corporation.
WHEREAS, the respective Boards of Directors and shareholders of each of
the parties hereto have duly adopted resolutions approving this Agreement and
Plan of Share Exchange, in each case by unanimous vote, and have declared it
desirable and in the best interests of their respective corporations that the
shares of VS be exchanged for shares of TAG (the "Share Exchange") in the manner
and upon the terms and conditions hereinafter set forth and with the effect
provided by and pursuant to application sections of the Michigan Business
Corporation Act and Section 368(a)(1)(D) of the Internal Revenue Code of 1986,
as amended;
WHEREAS, the authorized capital stock of TAG consists of 25,000 Class A
Voting Common Stock without par value ("TAG Class A Common Stock"), of which
2,076 shares are issued and outstanding, and 250,000 Class B Non-Voting Common
Stock without par value ("TAG Class B Common Stock"), of which 80,951 shares are
currently issued or outstanding; and
WHEREAS, the authorized capital stock of VS consists of 125,000 Class A
Voting Common Stock without par value ("VS Class A Common Stock"), of which
2,525 shares are issued and outstanding, and 125,000 Class B Non-Voting Common
Stock without par value ("VS Class B Common Stock"), of which 985,485 shares are
currently issued or outstanding; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, and subject to the terms and conditions hereinafter
set forth, the parties hereto hereby agree as follows:
ARTICLE I
EFFECTIVE DATE AND CORPORATE EXISTENCE
1.1 Effective Date. The Share Exchange shall be effective as of
______.m., Detroit, Michigan local time on April 28, 1998 (the "Effective
Date") upon the terms and conditions hereinafter set forth.
1.2 Corporate Existence. At all times the separate existence of both
TAG and VS shall continue, except that, on and after the effective date, VS
shall be a wholly-owned subsidiary of TAG.
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ARTICLE II
EXCHANGE OF SHARES
The manner and basis of exchanging the shares of the capital stock of
VS, and amount of Class A voting common stock ("Exchanged Class A Shares") and
Class B non-voting common stock ("Exchanged Class B Shares") of TAG which the
holders of shares of the capital stock of VS are to receive in exchange for such
shares are as follows:
3.1 Exchange of shares of VS Stock:
(a) Class A Common Stock. On the Effective Date, the holders
of the outstanding shares of the capital stock of VS Class A Common Stock (the
VS Class A Shareholders") shall cause the certificate(s) representing such
shares to be surrendered to TAG. Upon the surrender of such certificate(s), TAG
shall exchange the same for .791 Exchanged Class A Shares and shall thereupon
cause new certificates representing such Exchanged Class A Shares to be executed
and delivered to the VS Class A Shareholders in accordance with the terms of
this Article III.
(b) Class B Common Stock. On the Effective Date, the holders
of the outstanding shares of the capital stock of VS Class B Common Stock (the
VS Class B Shareholders") shall cause the certificate(s) representing such
shares to be surrendered to TAG. Upon the surrender of such certificate(s), TAG
shall exchange the same for .791 Exchanged Class B Shares and shall thereupon
cause new certificates representing such Exchanged Class B Shares to be executed
and delivered to the VS Class B Shareholders in accordance with the terms of
this Article III.
3.2 Reissuance of VS Shares to TAG. Upon the surrender of all shares of
VS Class A Common Stock and VS Class B Common Stock to TAG by the VS Class A
Shareholders and the VS Class B Shareholders, TAG shall submit the same to VS
which shall, on the effective date, reissue new certificates representing such
stock to TAG.
3.3 Fractional Shares. Any fractional shares resulting from the
distribution of shares pursuant to Section 3.1 shall be rounded to the nearest
whole number.
ARTICLE III
DIRECTORS AND OFFICERS
4.1 The Board of Directors of both VS and TAG prior to the
effective date of the Share Exchange shall serve as the Board of Directors of
the respective corporation following the Effective Date of the Share Exchange
and until the next Annual Meeting, or until their respective successors shall be
elected and qualified, in accordance with their respective By-Laws.
4.2 The Officers of of both VS and TAG in office prior to the
effective date of the Share Exchange shall serve as the Officers of the
respective corporation, following the Effective Date of the Share Exchange and
until the next Annual Meeting, or until their respective successors
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shall be elected and qualified, in accordance with their respective By-Laws.
ARTICLE IV
MISCELLANEOUS
5.1 The parties acknowledge and agree that the transactions
contemplated by this Agreement are intended to be, for tax purposes, a
reorganization within the meaning of Section 368(a)(1)(D) of the Code, and all
rules and regulations promulgated thereunder. The parties covenant and agree
that they shall execute all other documents and perform all such additional acts
as may be reasonably necessary to cause the transaction contemplated by this
Agreement to comply with the provisions of Section 368(a)(1)(D) of the Code.
5.2 This Agreement and Plan of Share Exchange may be
terminated and the proposed actions abandoned at any time before the Effective
Date of the Share Exchange, if the Board of Directors of either corporation duly
adopts a resolution abandoning the Agreement and Plan of Share Exchange.
5.3 This Agreement and Plan of Share Exchange may be amended,
modified or terminated, or any provision thereof may be waived only by an
instrument in writing signed by the duly authorized officers of both parties
hereto.
5.4 This Agreement and Plan of Share Exchange constitutes the
entire agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties, and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof except as set forth specifically herein.
5.5 This Agreement and Plan of Share Exchange shall be
construed, interpreted and the rights of the parties determined in accordance
with the laws of the Michigan.
5.6 All of the terms and provisions of this Agreement and Plan
of Share Exchange by or for the benefit of the parties shall be binding upon and
inure to the benefit of their successors and assigns. The rights and obligations
provided by this agreement shall not be assignable by any party.
5.7 This Agreement and Plan of Share Exchange may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement and Plan of Share Exchange has been
executed by the parties hereto as of the date first written above.
TALON AUTOMOTIVE GROUP, INC. VS HOLDINGS INC.
By: Xxxxx X. Xxxxxxxx By: Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Vice President Xxxxx X. Xxxxxxxx, Vice President
