Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Plan of Merger"), is effective as of
the xxxx of filling with the Delaware Secretary of State between Industrial
Innovations, Inc.. an Arizona corporation ("III AZ"). and DataHand Systems,
Inc., a Delaware corporation ("DH DE") (each individually a "Constituent
Corporation" and collectively the `Constituent Corporations`).
RECITALS:
The Boards of Directors of the Constituent Corporations deem it desirable
and In their and their shareholders" best Interests that III AZ be merged with
and Into DH DE (the "Surviving Corporation") upon the terms and subject to the
conditions herein set forth and in accordance with the laws of the State of
Arizona and the State of Delaware
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1.111 AZ and DH DE shall be merged into a single corporation, namely DH DE,
which shall continue to be a corporation governed by the fawn of the State of
Delaware. The address of the registered office of the Surviving Corporation In
the State of Delaware Is 00 Xxxxxxxxxx Xxxxxx. X 000, Xxxxx XX 00000, and the
address of the principal office of the Surviving Corporation in the State of
Arizona is 00000 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000-0000. Upon such
merger. the separate existence of III AZ shall cease and the Surviving
Corporation shaft succeed without any other transfer to all of the privileges,
powers, franchises, rights, and property of III AZ and shall become subject to
an of the restrictions, disabilities, debts, and liabilities of III AZ In the
same manner as 0 tile Surviving Corporation had itself incurred them. The date
at which the Constituent Corporations shall merge and DH DE shall become the
Surviving Corporation Is the date upon which the Certificate and Articles of
Merger Is filed with the Arizona Corporation Commission and the Delaware
Secretary of State (the "Effective Date").
2. From and after the Effective Date, the Certificate of Incorporation of the
Surviving Corporation In force immediately prior to the Effective Date shall
remain In effect until thereafter amended In accordance therewith and by law.
3. From and after the Effective Date, the bylaws of the Surviving Corporation In
force Immediately prior to the Effective Date shall remain In effect until
thereafter amended In accordance therewith and by taw.
4. The authorized capital stock of the Constituent Corporations. the par value,
and the number of shares issued, outstanding, arid entitled to vole, which In
each case is not subject to change prior to the Effective Date. are as follows:
Name of Number of Par Number of Shares
Corporation Authorized Shares Value Entitled to vote
----------- ----------------- ----- ----------------
III AZ 10,000,000 Common None
DH DE 30,000.000 Common $0.001 -0-
5.000,000 Preferred $0.001 -0-
5. The authorized capital stock of the Surviving Corporation Is 30.000,000
shares of common stock. $.001 par value per share, and 5.000.000 shares of
preferred stock, $.001 par value per share.
6. The purposes of the Surviving Corporation shall be those purposes set forth
In the Certificate of incorporation of DH DE In force immediately prior to the
Effective Date.
7. If at any time after the Effective Xxxx the Surviving Corporation shall
consider or be advised that any further assignments or assurances of law are
necessary or desirable to vest, perfect, or confirm of record or otherwise in
the Surviving Corporation, title to, and possession of, any property or right of
III AZ acquired or to be acquired as a result of the merger, III AZ and its
proper officers and directors, to the extent permitted by law, shall execute and
deliver any deed, assignment, or other document and take any
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such other action as may be required to vest, perfect, or to confirm, of record
or otherwise, title to, and possession of, such property or rights In the
Surviving Corporation and otherwise to cant" out the purposes of this Plan of
Merger, and the proper officers and directors of the Surviving Corporation are
fully authorized in the name of III AZ or otherwise to take any and all such
action.
8.Each share of the capital stock of III AZ Issued and outstanding Immediately
prior to the Effective Date shall be surrendered to DH DE and be converted Into
one share of the common stock of DH DE. The number of shares of common stock of
DH DE outstanding Immediately following the Effective Date will be 2,922,964.
9. From and after the Effective Date, the Board of Directors of DH DE shall be:
Class 1(1 year term) - C1int Magnussen and Xxxxxxx XxXxxxxxx; Class 2 (2 year
term) - Xxxxxx Xxxxx and Xxxx Xxxxxxxxx; and Class 3 (3 year term) - Xxxxx Xxxx,
Xxxx Xxxxxx and Xxxxxx Xxxxxx.
10. Nothing herein contained shaft be deemed to abrogate the rights of
dissenting shareholders pursuant to the laws of the State of Arizona
11. This Plan of Merger shall be submitted to the shareholders of III AZ for
their approval In the manner provided by the laws of the State of Arizona. After
approval by the vote of the requisite number of the Issued and outstanding
shares of the capital stock of III AZ, this Plan of Merger shall be filed as
required by the laws of the State of Arizona and the State of Delaware. However,
at any time prior to the filing of the Plan of Merger, the merger may be
abandoned by the Board of either of the Constituent Corporations. This Plan of
Merger may be executed in any number of counterparts, and an such counterparts
and copies shall be and constitute original Instruments.
IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger to be
executed In their respective corporate names by their duty authorized officers
as of the date f1rst set forth above.
INDUSTRIAL INNOVATIONS. INC.,
an Arizona corporation
/s/ Xxxx X. Xxxxxx 1-20-94
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Secretary date
DATAHAND SYSTEMS. INC.,
a Delaware Corporation
/s/ Xxxx X. Xxxxxx 1-20-94
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Secretary date
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CERTIFICATE OF SECRETARY
OF: DATAHAND SYSTEMS, INC.
The undersigned, being the Secretary of DataHand Systems, Inc., does hereby
certify that the forgoing Agreement and Plan of Merger was approved by the Board
of Directors for DataHand Systems, Inc. Shareholder notification or Shareholder
voting by DataHand Systems, Inc. Shareholders is not required pursuant to
Delaware General Corporation Code Sec. 261 Sub. Sec. (f). DataHand Systems, Inc.
was created for the purpose of being merged with Industrial Innovations, Inc.
and does not nor will not have shareholders until such time as this merger is
completed.
/s/ Xxxx X. Xxxxxx 1-20-95
---------------------------------- -------
Xxxx X. Xxxxxx Date
Corporate Secretary of
DataHand(R)Systems, Inc.
State of Delaware
Office of the Secretary of State
I, XXXXXX X. XXXXX, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AGREEMENT
OF MERGER OF "DATAHAND SYSTEMS, INC.", FILED IN THIS OFFICE ON..THE
TWENTY-SEVENTH DAY OF JANUARY, A.D. 1995, AT, 3:00 O'CLOCK P.M.
[GREAT SEAL OF THE STATE OF DELAWARE]
/s/ Xxxxxx X. Xxxxx
[SEAL] ----------------------------------------
Xxxxxx X. Xxxxx, Secretary of State
2458186 8100 AUTHENTICATION: 7392877
950023969 DATE: 02-01-95
