EXHIBIT 2.2 Plan Of Acquisition
PLAN FOR REORGANIZATION THROUGH MERGER
This Plan of Reorganization through Merger dated as of October 1, 1998 (the
"Merger Plan"), among Aztek Technologies Inc., a Canadian corporation ("ATI"),
and Aztek Inc., a Nevada corporation (the "Company") (ATI and the Company
being sometimes referred to hereinafter collectively as the "Constituent
Corporations").
Witnesseth:
WHEREAS, ATI, as of this date, is authorized to issue an aggregate of
100,000,000 shares of stock, consisting wholly of shares of Common Stock,
without par value ("ATI Common Stock");
WHEREAS, ATI, as of this date, has issued and there are outstanding
2,457,613 shares of ATI Common Stock;
WHEREAS, as of this date, the Company is authorized to issue 100,000,000
shares of common stock, without par value (the "Company Common Stock"), of
which two million twenty-five thousand shares are issued and outstanding; and
WHEREAS, the Boards of Directors of the Constituent Corporations deem it
advisable and in the best interests of such corporations that a reorganization
of the corporate structure of such corporations as herein contemplated be
consummated; and, in accordance therewith, that ATI be merged with and into
the Company (the "Merger"), and that the Company, as the surviving corporation
(as such, the "Surviving Corporation"), shall keep the name "Aztek, Inc."
Now, therefore, the parties hereby plan an agree as follows:
ARTICLE I
MERGER
1.1. Merger. Subject to the terms and conditions of this Plan of
Merger, ATI shall be merged with and into the Company in accordance with the
92A.100 et seq. of the Nevada Mergers and Exchanges of Interest Law, the
separate existence of ATI shall cease, and the Company, as the Surviving
Corporation, shall continue its corporate existence under the laws of the
State of Nevada and the United States. The Company shall operate an office in
Reno, Nevada, offices where ATI currently operates, and such other places as
the Company deems appropriate. The Company, as the Surviving Corporation,
shall succeed, insofar as provided by law, to all rights, assets, liabilities
and obligations of ATI in accordance with the Nevada General Corporation Law.
1.2. Effective Date. Subject to the approval of the Merger by the
requisite resolution of the shareholders of ATI, the Merger shall become
effective as of the date and time on which this Plan of Merger or an
appropriate certificate of merger is filed with the Secretary of State of the
State of Nevada, as required by the Nevada Mergers and Exchanges of Interest
Law (the "Effective Date").
ARTICLE II
Name, Certificate of Incorporation, Bylaws
and Directors and Officers of the Surviving Corporation
2.1. Name. The name of the Surviving Corporation shall be "Aztek, Inc."
on the Effective Date.
2.2. Bylaws. The Bylaws of the Company in existence and in effect
immediately prior to the Effective Date shall be the Bylaws of the Surviving
Corporation.
2.3. Directors and Officers. The directors and officers of the Company
immediately prior to the Effective Date shall be the directors and officers,
respectively, of the Surviving Corporation until expiration of the current
terms as such, or prior resignation, removal or death.
ARTICLE III
CONVERSION AND EXCHANGE OF SECURITIES
3.1. Conversion. At the Effective Date, each of the following
transactions shall be deemed to occur simultaneously:
(a) Each share of ATI Common Stock issued and outstanding
immediately prior to the Effective Date shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into and
become one fully paid and non-assessable share of the Company Common Stock.
(b) Each share of the Company Common Stock issued and outstanding
immediately prior to the Effective Date shall remain unchanged.
3.2. Exchange.
(a) After the Effective Date, each certificate representing issued
and outstanding shares of ATI Common Stock, shall represent the same number of
shares of the Company Stock.
(b) At any time on or after the Effective Date, each holder of
certificates evidencing ownership of shares of ATI Common Stock, upon
surrender of such certificates to the Company, shall receive in exchange
therefor one or more new stock certificates evidencing ownership of the number
of shares of the Company Common Stock into which such securities shall have
been converted in the Merger.
AZTEK TECHNOLOGIES INC.
By:_/s/ Xxxx Xxxxxxxxxxx
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Xxxx Xxxxxxxxxxx
Director
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Director
By: /s/ Xxxxx Xx
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Xxxxx Xx
Director
Corporate Seal
AZTEK INC.
By: /s/ Xxxx Xxxxxxxxxxx
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Xxxx Xxxxxxxxxxx
Director
By: /s/ Xxxx Xxxxxxxxxxx
-------------------------
Xxxx Xxxxxxxxxxx
Director
By: /s/ Xxxxxx Xxxxx
------------------------
Xxxxxx Xxxxx
Director
By: /s/ Xxxxx Xx
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Xxxxx Xx
Director
