Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF OCTOBER 4, 2001Agreement and Plan of Reorganization • October 5th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Delaware
September 18, 2001 Mr. Anthony W. Liberati Ms. Stacey Snider Mr. Donald Hutcheson Mr. Richard Hopple Zengine, Inc. 901 Parket Street Berkely, CA 94710 CONFIDENTIAL ------------ Gentlemen and Ms. Snider: This letter shall serve to confirm a...McSi Inc • October 5th, 2001 • Wholesale-professional & commercial equipment & supplies • Ohio
This letter shall serve to confirm a conversation held between our respective financial advisors last evening and to clarify our letter to the Board of Zengine dated September 10, 2001. MCSi, Inc. is proposing to purchase any and all outstanding shares of common stock of Zengine, Inc. in an exchange offer of shares of MCSi stock worth $3.75 for each share of Zengine stock at the time of agreement. The exchange ratio that yields a value of $3.75 per Zengine share will be determined at time of agreement and the mechanics of that exchange ratio will be determined in a negotiated merger agreement, should the Board decide to enter into discussions with MCSi in response to our interest. The exchange ratio of .2946 indicated in the September 10 letter was the ratio that yielded a value of $3.75 based on MCSi's previous closing price of $12.73 on Friday, September 7 (e.g. .2946 shares of MCSi multiplied by the closing price of $12.73 equals $3.75 worth of MCSi stock for each share of Zengine).
MCSi, INC. 4750 HEMPSTEAD STATION DRIVE DAYTON, OHIO 45429McSi Inc • October 5th, 2001 • Wholesale-professional & commercial equipment & supplies
MCSi, Inc. ("MCSi") is proposing to purchase any and all outstanding shares of common stock of Zengine, Inc. ("Zengine") not already owned by MCSi in an exchange offer of 0.2946 shares of MCSi common stock, no par value per share ("MCSi Stock"), for each share of common stock, no par value per share, of Zengine. The Board of Directors of MCSi believes that such a transaction makes sense because the capital markets for e-commerce stocks have changed dramatically since Zengine's initial public offering. This change, together with the performance of the Zengine business and stock price over the past nine months, has made the ownership of a public entity in the e-commerce business less attractive. It is the belief of MCSi's management that the business of Zengine could be integrated with the business of MCSi, which would reduce redundant costs at Zengine and enhance the prospects for both companies. MCSi is offering Zengine shareholders 0.2946 shares of MCSi for each share of Zengine. We b
