EXHIBIT 2
Agreement and Plan of Merger
by and between
Web Partners, Inc., a Florida corporation,
and
Anyox Resources Inc., a Nevada corporation,
and
Web Partners of Nevada, a Nevada corporation,
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into as of the
19th day of April, 2000, between Web Partners, Inc., a Florida corporation
(hereinafter, "Disappearing Corporation"), located at 000 X. Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxx, 00000, Web Partners of Nevada, Inc., a Nevada corporation
(hereinafter, "Surviving Subsidiary Corporation"), located at 000 X. Xxxxxxx
Xxxxx, Xxxxxxxx, Xxxxxxx, 00000, and Anyox Resources Inc., a Nevada corporation
(hereinafter, "Surviving Parent Corporation"), which has resolved to change its
name to Forefront, Inc., located at 000 X. Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx,
00000 (collectively, the "Constituent Corporations").
RECITALS
A. The Disappearing Corporation is a corporation organized and existing
under the laws of the State of Florida. The authorized capital stock of the
Disappearing Corporation consists of 10,000,000 shares. The total number of
shares of common stock authorized by the Company is 7,000,000 having a par value
of $0.005 per share, consisting of 2,000,000 shares of Class A common stock, of
which 1,000,000 shares are duly issued and outstanding on the date hereof, and
5,000,000 shares of Class B common stock, of which 2,406,962 shares are duly
issued and outstanding on the date hereof. The total number of shares of
preferred stock authorized by the Company is 3,000,000 having a par value of
$0.005, of which 66,665 shares are duly issued and outstanding on the date
hereof.
B. The Surviving Subsidiary Corporation is a corporation organized and
existing under the laws of the State of Nevada and is wholly owned by the
Surviving Parent Corporation. The authorized capital stock of the Surviving
Subsidiary Corporation consists of 120,000,000 shares. The total number of
shares of common stock authorized by the Surviving Subsidiary Corporation is
100,000,000 having a par value of $0.001 per share, of which 100 shares are duly
issued and outstanding. The total number of shares of preferred stock
authorized by the Surviving Subsidiary Corporation is 20,000,000 having a par
value of $0.001 per share, of which no shares are duly issued and outstanding.
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C. The Surviving Parent Corporation is a corporation organized and
existing under the laws of the State of Nevada. The authorized capital stock of
the Surviving Parent Corporation consists of 200,000,000 shares of common stock
having a par value of $0.001 per share, of which 20,028,500 shares are duly
issued and outstanding, and no shares of preferred stock.
D. The Disappearing Corporation, the Surviving Subsidiary Corporation and
the Surviving Parent Corporation have deemed it advisable and in the best
interests of the Constituent Corporations, respectively, and their respective
shareholders, that the Disappearing Corporation be merged with and into the
Surviving Subsidiary Corporation (the "Merger") as authorized by the laws of the
States of Florida and Nevada, in order to complete accomplishment of the goals
of combining operations and assets of the Disappearing Corporation under common
ownership with marketable shares by ultimate merger of the Disappearing
Corporation with and into the wholly owned Surviving Subsidiary Corporation
initiated by the exchange of stock of the Disappearing Corporation for the stock
of the Surviving Parent Corporation.
AGREEMENT
In consideration of the foregoing recitals, the covenants and conditions
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Merger; Effectiveness. The Disappearing Corporation shall be merged
with and into the Surviving Subsidiary Corporation pursuant to the applicable
provisions of Chapter 607 of the Florida Statutes, as amended, and Chapters 78
and 92A of the Nevada Revised Statutes, as amended, and in accordance with the
terms and conditions of this Agreement. Upon the execution by the Surviving
Subsidiary Corporation of Articles of Merger incorporating this Agreement and
the filing of such Articles of Merger with the Secretary of State of the States
of Florida and Nevada, the Merger shall become effective (the "Effective Time of
the Merger").
2. Articles of Incorporation. The Articles of Incorporation of the
Surviving Subsidiary Corporation shall, at the Effective Time of the Merger, be
amended as follows
Delete ARTICLE I and replace it with the following:
The name of the corporation is "Forefront Technologies, Inc."
and, as so amended, shall be the Articles of Incorporation of the Surviving
Subsidiary Corporation until the same shall be further altered, amended or
repealed as therein provided.
3. Bylaws. The Bylaws of the Surviving Subsidiary Corporation in effect
at the Effective Time of the Merger shall, at the Effective Time of the Merger,
be and remain the Bylaws of the Surviving Subsidiary Corporation until the same
shall be further altered, amended or repealed as therein provided.
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4. Directors and Officers. The directors and officers of the Surviving
Subsidiary Corporation in office at the Effective Time of the Merger shall, at
the Effective Time of the Merger, be and remain the directors and officers of
the Surviving Subsidiary Corporation and shall hold such offices in accordance
with and subject to the Articles of Incorporation and Bylaws of the Surviving
Subsidiary Corporation, as in effect immediately after the Effective Time of the
Merger.
5. Conversion of Shares.
(a) Common Stock. At the Effective Time of the Merger, by virtue of
the Merger and without any action on the part of the holder of any shares
of stock of the Disappearing Corporation or of the Surviving Parent
Corporation, every one (1) issued and outstanding share of the common stock
of the Disappearing Corporation held as of the record date, not held by the
Surviving Parent Corporation, shall be converted into and become two (2)
new fully paid and nonassessable shares of common stock, par value $.001
per share, of the Surviving Parent Corporation. Shareholders of the
Disappearing Corporation shall surrender their existing share certificates
for new share certificates of the Surviving Parent Corporation.
(b) Preferred Stock. At the Effective Time of the Merger, by virtue
of the Merger and without any action on the part of the holder of any
shares of stock of the Disappearing Corporation or of the Surviving Parent
Corporation, every one (1) issued and outstanding share of the preferred
stock of the Disappearing Corporation held as of the record date, not held
by the Surviving Parent Corporation, shall be converted into and become two
(2) new fully paid and nonassessable shares of common stock, par value
$.001 per share, of the Surviving Parent Corporation. Shareholders of the
Disappearing Corporation shall surrender their existing share certificates
for new share certificates of the Surviving Parent Corporation.
6. Retirement of Shares. Upon the Effective time of the Merger, the
common stock of the Disappearing Corporation owned by the Surviving Parent
Corporation will be retired and the certificates will be surrendered to the
Disappearing Corporation.
7. Conversion of Other Equity Instruments. At the Effective Time of the
Merger, by virtue of the Merger and without any action on the part of the holder
of any employee stock option of the Disappearing Corporation, every one (1)
employee option granted and convertible into common stock of the Disappearing
Corporation, whether or not vested, shall be converted into and become two (2)
options convertible into common stock of the Surviving Parent Corporation. The
employee options of the Surviving Parent Corporation shall be issued pursuant to
its Stock Option Plan on economic terms substantially similar to those of the
existing options in the Disappearing Corporation. At the Effective Time of the
Merger, every other equity instrument of the Disappearing Corporation not
addressed elsewhere in this Agreement shall be converted into a similar equity
instrument in the Surviving Parent Corporation on economic terms substantially
similar to those of the existing other equity instruments in the Disappearing
Corporation.
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8. Rights, Duties, Powers, Liabilities, Etc. At the Effective Time of
the Merger, the separate existence of the Disappearing Corporation shall cease,
and the Disappearing Corporation shall be merged in accordance with the
provisions of this Agreement with and into the Surviving Subsidiary Corporation,
which shall possess all the properties and assets, and all the rights,
privileges, powers, immunities and franchises, of whatever nature and
description, and shall be subject to all restrictions, disabilities, duties and
liabilities of each of the Disappearing Corporation and the Surviving Subsidiary
Corporation; and all such things shall be taken and deemed to be transferred to
and vested in the Surviving Subsidiary Corporation without further act or deed;
and the title to any real estate or other property, or any interest therein,
vested by deed or otherwise in either of the Disappearing Corporation or the
Surviving Subsidiary Corporation, shall be vested in the Surviving Subsidiary
Corporation without reversion or impairment. Any claim existing or action or
proceeding, whether civil, criminal or administrative, pending by or against
either the Disappearing Corporation or the Surviving Subsidiary Corporation, may
be prosecuted to judgment or decree as if the Merger had not taken place, and
the Surviving Subsidiary Corporation may be substituted in any such action or
proceeding.
9. Implementation. Each of the Constituent Corporations shall take, or
cause to be taken, all action or do, or cause to be done, all things necessary,
proper or advisable under the laws of the States of Florida and Nevada to
consummate and make effective the Merger.
10. Termination. This Agreement may be terminated for any reason at any
time before the filing of Articles of Merger with the Secretaries of State of
the States of Florida and Nevada (whether before or after approval by the
shareholders of the Disappearing Corporation and the Surviving Subsidiary
Corporation, or either of them) by resolution of the Board of Directors of the
Disappearing Corporation and the Surviving Parent Corporation.
11. Amendment. This Agreement may, to the extent permitted by law, be
amended, supplemented or interpreted at any time by action taken by the Board of
Directors of each of the Constituent Corporations; Provided, however, that this
Agreement may not be amended or supplemented after having been approved by the
shareholders of the Disappearing Corporation and the Surviving Subsidiary
Corporation except by a vote or consent of shareholders of the Disappearing
Corporation and the Surviving Subsidiary Corporation in accordance with
applicable law.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.
Web Partners, Inc., Anyox Resources Inc.,
a Florida corporation a Nevada corporation
By /s/ Xxxxx Xxxxxxx By /s/ Xxxxx Xxxxxxx
------------------------------- --------------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: President Title: President
Web Partners of Nevada, Inc.,
a Nevada corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: President
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Adoption of the Agreement by Shareholders of
Record of the Constituent Corporations:
The Agreement and Plan of Merger was approved at a Special Meeting of the
shareholders of the Disappearing Corporation held on May 25, 2000 at 10:00 a.m.
by shareholders of record holding 2,986,539 shares of voting stock, which
constitutes 85.3% of the Disappearing Corporation's issued and outstanding
shares.
Web Partners, Inc., a Florida corporation:
/s/ Xxxxx Xxxxxxx May 25, 2000
----------------------------------
By: Xxxxx Xxxxxxx
Its: Secretary
The Agreement and Plan of Merger was approved, in writing, by Unanimous
Consent of the Board of Directors of the Surviving Parent Corporation on April
19, 2000.
Anyox Resources Inc., a Nevada corporation:
/s/ Xxxxx Xxxxxxx April 19, 2000
----------------------------------
By: Xxxxx Xxxxxxx
Its: Secretary
The Agreement and Plan of Merger was approved, in writing, by Unanimous
Consent of the Shareholder of the Surviving Subsidiary Corporation on April 19,
2000.
Web Partners of Nevada, Inc., a Nevada corporation:
/s/ Xxxxx Xxxxxxx April 19, 2000
----------------------------------
By: Xxxxx Xxxxxxx
Its: Secretary
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