EXHIBIT 2
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger, dated as of September 20, 1996, between
Micro Component Technology, Inc., a Delaware corporation ("MCT"), and Micro
Component Technology, Inc. a Minnesota corporation and a wholly-owned subsidiary
of MCT (the "Surviving Corporation").
WHEREAS, MCT, as of the date hereof, has authority to issue 20,000,000
shares of Common Stock, $.01 par value, of which 7,031,170 shares are issued and
outstanding, and 1,000,000 shares of Preferred Stock, $.01 par value, of which
315,789 shares are issued and outstanding; and
WHEREAS, the Surviving Corporation, as of the date hereof, has
authority to issue 20,000,000 shares of Common Stock, $.01 par value, and
10,000,000 shares of Preferred Stock, $.01 par value; and
WHEREAS, as of the date hereof, 100 shares of Common Stock of the
Surviving Corporation are issued and outstanding and held by MCT, and no shares
of the Preferred Stock of the Surviving Corporation are issued and outstanding;
and
WHEREAS, MCT and the Surviving Corporation desire that MCT merge with
and into the Surviving Corporation and that the Surviving Corporation shall
continue as the Surviving Corporation in such merger, upon the terms and subject
to the conditions set forth herein and in accordance with the laws of the State
of Delaware and the laws of the State of Minnesota; and
WHEREAS, the respective Boards of Directors of MCT and the Surviving
Corporation have approved this Agreement and directed that it be submitted to a
vote of their stockholders.
NOW THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, the parties hereto agree to merge as follows:
ARTICLE 1
MERGER
1.1 Merger. Subject to the terms and conditions of this Agreement, MCT
shall be merged with and into the Surviving Corporation (the "Merger") in
accordance with the Delaware Corporation Law and the Minnesota Business
Corporation Act, and the separate existence of MCT shall cease and the Surviving
Corporation shall be the surviving corporation and continue its corporate
existence under the laws of the State of Minnesota.
1.2 Effect of the Merger. At the Effective Time of the Merger (as
hereinafter defined), the Surviving Corporation shall possess all of the
rights, privileges, immunities and franchises, of a public as well as of a
private nature, of each of MCT and the Surviving Corporation; all property,
real, personal and mixed, and all debts due on any account, including
subscriptions for shares, and all other choses in action, and every other
interest of or belonging to or due to each of MCT and the Surviving Corporation
shall vest in the Surviving Corporation without any further act or deed; the
title to any real estate or any interest therein vested in MCT shall not revert
nor in any way become impaired by reason of the Merger; the Surviving
Corporation shall be responsible and liable for all of the liabilities and
obligations of each of MCT and the Surviving Corporation; a claim of or against
or a pending proceeding by or against MCT or the Surviving Corporation may be
prosecuted as if the Merger had not taken place, or the Surviving Corporation
may be substituted in the place of MCT; and neither the rights of creditors nor
any liens upon the property of MCT or the Surviving Corporation shall be
impaired by the Merger.
1.3 Effective Time of the Merger. The Merger shall become
effective as of the date and time (the "Effective Time of the Merger") the
following actions are completed: (a) this Agreement or an appropriate
certificate of merger is filed in accordance with the Delaware General
Corporation Law; and (b) appropriate articles of merger
are filed in accordance with the Minnesota Business Corporation Act.
ARTICLE 2
NAME, ARTICLES OF INCORPORATION, BYLAWS,
DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION
2.1 Name of Surviving Corporation. The name of the Surviving
Corporation shall be "Micro Component Technology, Inc."
2.2 Articles of Incorporation. The Articles of Incorporation of the
Surviving Corporation shall be the Articles of Incorporation of the Surviving
Corporation from and after the Effective Time of the Merger until amended
thereafter as provided therein or by law.
2.3 Bylaws. The Bylaws of the Surviving Corporation shall be the Bylaws
of the Surviving Corporation from and after the Effective Time of the Merger
until amended thereafter as provided therein or by law.
2.4 Directors and Officers. The directors and officers of MCT at the
Effective Time of the Merger shall be the directors and officers, respectively,
of the Surviving Corporation from and after the Effective Time of the Merger and
shall hold office in accordance with the Articles of Incorporation and Bylaws of
the Surviving Corporation until the expiration of the terms to which they were
elected to serve as directors and officers of MCT and until their successors are
duly elected and qualified.
ARTICLE 3
CONVERSION AND EXCHANGE OF CERTIFICATES
3.1 Conversion. At the Effective Time of the Merger, each of the
following transactions shall be deemed to occur simultaneously:
(a) Each share of MCT Common Stock issued and outstanding
immediately prior to the Effective Time of the Merger shall, by virtue
of the Merger and without any action on the part of the holder thereof,
be converted into and become one validly issued, fully paid and
non-assessable share of the Surviving Corporation Common Stock. The
shares of MCT Common Stock so converted shall cease to exist as such
and shall exist only as shares of the Surviving Corporation Common
Stock.
(b) Each share of MCT Preferred Stock issued and outstanding
immediately prior to the Effective Time of the Merger shall, by virtue
of the Merger and without any action on the part of the holder thereof,
be converted into and become one validly issued, fully paid and
non-assessable share of the Surviving Corporation Preferred Stock. The
shares of MCT Preferred Stock so converted shall cease to exist as such
and shall exist only as shares of the Surviving Corporation Preferred
Stock.
(c) Each stock option or warrant to purchase shares of MCT
Common Stock outstanding immediately prior to the Effective Time of the
Merger shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into and become a stock option
or warrant to purchase, upon the same terms and conditions, the number
of shares of the Surviving Corporation Common Stock which is equal to
the number of shares of MCT Common Stock which the optionee would have
received had he exercised his option or warrant in full immediately
prior to the Effective Time of the Merger (whether or not such option
or warrant was then exercisable). The exercise price per share under
each of such options or warrants shall be equal to the exercise price
per share thereunder immediately prior to the Effective Time of the
Merger.
(d) Each share of the Surviving Corporation Common Stock
issued and outstanding immediately prior to the Effective Time of the
Merger and held by MCT, without any action on the part of MCT or any
other person, shall be cancelled, and no shares of the Surviving
Corporation or other securities of the Surviving Corporation shall be
issued or other consideration paid in respect thereof.
3.2 Exchange of Certificates.
(a) From and after the Effective Time of the Merger, each
holder of an outstanding certificate which immediately prior to the
Effective Time of the Merger represented shares of MCT Common Stock or
Preferred Stock shall be entitled to receive in exchange therefor, upon
surrender thereof to the transfer agent designated by the Surviving
Corporation, a certificate or certificates representing the number of
shares of the Surviving Corporation Common Stock or Preferred Stock
into which such holder's shares of MCT Common Stock or Preferred Stock
were converted.
(b) If any certificate for shares of the Surviving Corporation
capital stock is to be issued in a name other than that in which the
certificate for shares of MCT capital stock surrendered in exchange
therefor is registered, it shall be a condition of such exchange that
the certificate so surrendered shall be properly endorsed and otherwise
in proper form for transfer and the person requesting such exchange
shall pay any transfer and other taxes required by reason of the
issuance of certificates for such shares of the Surviving Corporation
capital stock in a name other than that of the registered holder of the
certificate surrendered, or shall establish to the satisfaction of the
Surviving Corporation or its agent that such tax has been paid or is
not applicable. Notwithstanding the foregoing, no party hereto shall be
liable to a holder of shares of MCT capital stock for any shares of the
Surviving Corporation capital stock or dividends or distributions
thereon delivered to a public official pursuant to any applicable
abandoned property, escheat or similar law.
ARTICLE 4
EMPLOYEE BENEFIT AND COMPENSATION PLANS
At the Effective Time of the Merger, any employee benefit plan or
incentive compensation plan, including any stock option plan, to which MCT is
then a party shall be assumed by, and continue to be that plan of the Surviving
Corporation. To the extent any employee benefit plan or incentive compensation
plan of MCT or any of its subsidiaries provides for the issuance or purchase of,
or otherwise relates to, MCT capital stock, from and after the Effective Time of
the Merger such plan shall be deemed to provide for the issuance or purchase of,
or otherwise to relate to, the Surviving Corporation capital stock.
ARTICLE 5
CONDITIONS
Consummation of the Merger is subject to the satisfaction at or prior
to the Effective Time of the Merger of the following conditions:
5.1 MCT Stockholder Approval. This Agreement and the Merger shall have
been adopted and approved by the stockholders of MCT in accordance with the
applicable provisions of the Delaware General Corporation Law.
5.2 The Surviving Corporation Stockholder Approval. This Agreement and
the Merger shall have been adopted and approved by MCT as the holder of all of
the outstanding shares of the Surviving Corporation capital stock prior to the
Effective Time of the Merger in accordance with the provisions of the Minnesota
Business Corporation Act.
5.3 Consents, etc. Any and all consents, permits, authorizations,
approvals and orders deemed in the sole discretion of MCT to be material to the
consummation of the Merger shall have been obtained.
ARTICLE 6
GENERAL
6.1 Termination and Abandonment. This Agreement may be terminated and the
Merger and other transactions herein provided for abandoned at any time prior to
the Effective Time of the Merger, whether before or after adoption and approval
of this Agreement by the stockholders of MCT, by action of the Board of
Directors of MCT, if the Board of Directors of MCT determines that the
consummation of the transactions provided for herein would not, for any reason,
be in the best interests of MCT and its stockholders. In the event of
termination of this Merger Agreement, this Merger Agreement shall become void
and of no effect and there shall be no liability on the part of either MCT or
the Surviving Corporation or their respective Boards of Directors or
stockholders, except that MCT shall pay all expenses incurred in connection with
the Merger or in respect of this Merger Agreement or relating thereto.
6.2 Amendment. This Agreement may be amended at any time prior to the
Effective Time of the Merger with the mutual consent of the Boards of Directors
of MCT and the Surviving Corporation; provided, however, that after it has been
adopted by the stockholders of MCT, this Agreement may not be amended in any
manner which, in the judgment of the Board of Directors of MCT, would have a
material adverse effect on the rights of such stockholders or in any manner not
permitted under applicable law; provided further, however, that any amendment of
this Agreement after its adoption by the sole stockholder of the Surviving
Corporation shall require the prior approval of such stockholder.
6.3 Deferral. Consummation of the transactions herein provided for may be
deferred by the Board of Directors of MCT for a reasonable period of time if the
Board of Directors determines that such deferral would be, for any reason, in
the best interests of MCT and its stockholders.
6.4 Headings. The headings set forth herein are inserted for convenience or
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
6.5 Counterparts. This Agreement may be executed in two counterparts, each
of which shall constitute an original, and all of which, when taken together,
shall constitute one and the same instrument.
6.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, except to the extent the laws
of the State of Minnesota are applicable to the Surviving Corporation in respect
of the Merger.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf by its officers hereunto duly authorized, all as of
the day and year first above written.
MICRO COMPONENT TECHNOLOGY, INC.
A Delaware Corporation
By: /s/Xxxxx X. Xxxxx
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Its President
MICRO COMPONENT TECHNOLOGY, INC.
A Minnesota Corporation
By: /s/ Xxxxx X. Xxxxx
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Its President