SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) January 5, 2000
CMERUN, INC.
(FORMERLY FUNDAE CORPORATION)
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
FLORIDA
(State or other jurisdiction of incorporation or organization)
<S> <C>
0-25359. . . . . . . . . 65-0877745
(Commission File Number) (IRS Employer Identification Number)
</TABLE>
222 LAKEVIEW AVENUE, SUITE 160-146
WEST PALM BEACH, FLORIDA 33401
(Address of principal executive offices)
(561) 832-5698
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
- -----------------------
On January 5, 1999 the Company consummated the Plan and Agreement of Merger
to reincorporate under the laws of the State of Delaware. Under the terms of
the Plan and Agreement of Merger the Company changed its name to Fundae
Acquisition Corporation and issued five shares of common stock for every one
share previously outstanding.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- ----------------------------------------------
Financial Statements
None
Exhibits
Exhibit A - Plan and Agreement of Merger
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CMERUN, INC.
By:/s/A. Rene Dervaes, Jr.
--------------------------
A. Rene Dervaes, Jr., President
Date: January 19, 2000
<PAGE>
Exhibit A - Page 3
EXHIBIT A
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER (hereinafter referred to as this
"Agreement") dated as of December 9, 1999, is made and entered into by and
between cmerun, inc., a Florida corporation ("Company") and Fundae Acquisition
Corporation, a Delaware corporation ("Fundae Acquisition").
W-I-T-N-E-S-S-E-T-H:
WHEREAS, the Company is a corporation organized and existing under the laws
of the State of Florida; and
WHEREAS, Fundae Acquisition is a wholly-owned subsidiary corporation of the
Company, having been incorporated on December 9, 1999; and
NOW THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Company shall be merged into Fundae Acquisition (the "merger") upon the terms
and conditions hereinafter set forth.
ARTICLE I
Merger
On December 13, 1999 as soon as practicable thereafter (the "Effective
Date"); the Company shall be merged into Fundae Acquisition, the separate
existence of the Company shall cease and Fundae Acquisition (following the
Merger referred to as "Fundae Acquisition") shall continue to exist under the
name of "Fundae Acquisition Corporation," by virtue of, and shall be governed
by, the laws of the State of Delaware. The address of the registered office of
Fundae Acquisition in the State of Delaware will be The Corporation Trust
Company, 1209 Orange Street, in the City of Wilmington, County of Newcastle,
State of Delaware.
ARTICLE II
Certificate of Incorporation of Fundae Acquisition
The Certificate of Incorporation of Fundae Acquisition Corporation shall be
the Certificate of Incorporation of Fundae Acquisition as in effect on the date
hereof without change unless and until amended in accordance with applicable
law.
ARTICLE III
By-Laws of Fundae Acquisition
The By-Laws of Fundae Acquisition shall be the By-Laws of Fundae
Acquisition as in effect on the date hereof without change unless and until
amended or repealed in accordance with applicable law.
ARTICLE IV
Effect of Merger on Stock of Constituent Corporation
4.01 On the Effective Date, (i) each outstanding share of Company common
stock, $.0001 par value ("Company Common Stock") shall be converted into 5
shares of Fundae Acquisition common stock, $.001 par value, ("Fundae Acquisition
Common Stock"), except for those shares of Company Common Stock with respect to
which the holders thereof duly exercise their dissenters' rights under Florida
law, (ii) any fractional Fundae Acquisition Common Stock interests to which a
holder of Company Common Stock would be entitled will be canceled with the
holder thereof being entitled to receive the next highest number of whole shares
of Fundae Acquisition Common Stock and (iii) each outstanding share of Company
Common Stock held by the Company shall be retired and canceled and shall resume
the status of an authorized and unissued Fundae Acquisition Common Stock.
4.02 All options and rights to acquire Company Common Stock under or
pursuant to any options or warrants which are outstanding on the Effective Date
of the Merger will automatically be converted into equivalent options and rights
to purchase that whole number of Fundae Acquisition Common Stock into which the
number of Company Common Stock subject to such options or warrants immediately
prior to the Effective Date would have been converted in the merger had such
rights been exercised immediately prior thereto (with any fractional Fundae
Acquisition Common Stock interest resulting from the exercise being settled in
cash in the amount such holder would have received for any such fraction in the
merger had he exercised such warrants or options immediately prior to the
Merger). The option price per share of Fundae Acquisition Common Stock shall be
the option price per share of Company Common Stock in affect prior to the
Effective Date. All plans or agreements of the Company under which such options
and rights are granted or issued shall be continued and assumed by Fundae
Acquisition unless and until amended or terminated in accordance with their
respective terms.
4.03 (a) The Company shall act as exchange agent in the Merger.
(b) Prior to, or as soon as practicable, after the Effective Date, Fundae
Acquisition shall mail to each person who was, at the time of mailing or at the
Effective Date, a holder of record of issued and outstanding Company Common
Stock (i) a form letter of transmittal and (ii) instructions for effecting the
surrender of the certificate or certificates, which immediately prior the
Effective Date represented issued and outstanding shares of Company Common Stock
("Company Certificates"), in exchange for certificates representing Fundae
Acquisition Common Stock. Upon surrender of a Company Certificate for
cancellation to Fundae Acquisition, together with a duly executed letter of
transmittal, the holder of such Company Certificate shall subject to paragraph
(f) of this section 4.03 be entitled to receive in exchange therefor a
certificate representing that number of Fundae Acquisition Common Stock into
which the Company Common Stock theretofore represented by the Company
Certificate so surrendered shall have been converted pursuant to the provisions
of this Article IV; and the Company Certificate so surrendered shall forthwith
be canceled.
(c) No dividends or other distributions declared after the Effective Date
with respect to Fundae Acquisition Common Stock and payable to holders of record
thereof after the Effective Date shall be paid to the holder of any
unsurrendered Company Certificate with respect to Fundae Acquisition Common
Stock which by virtue of the Merger are represented thereby, nor shall such
holder be entitled to exercise any right as a holder of Fundae Acquisition
Common Stock; until such holder shall surrender such Company Certificate.
Subject to the effect, if any, of applicable law and except as otherwise
provided in paragraph (f) of this Section 4.03, after the subsequent surrender
and exchange of a Company Certificate, the holder thereof shall be entitled to
receive any such dividends or other distributions, without any interest thereon,
which became payable prior to such surrender and exchange with respect to Fundae
Acquisition Common Stock represented by such Company Certificate.
(d) If any stock certificate representing Fundae Acquisition Common Stock
is to be issued in a name other than that in which the Company Certificate
surrendered with respect thereto is registered, it shall be a condition of such
issuance that the Company Certificate so surrendered shall be properly endorsed
or otherwise in proper form for transfer and that the person requesting such
issuance shall pay any transfer or other taxes required by reason of the
issuance to a person other than the registered holder of the Company Certificate
surrendered or shall establish to the satisfaction of Fundae Acquisition that
such tax has been paid or is not applicable.
(a) After the Effective Date, there shall be no further registration of
transfers on the stock transfer books of the Company of the Shares of Company
Common Stock, or of any other shares of stock of the Company, which were
outstanding immediately prior to the Effective Date. If after the Effective
Date certificates representing such shares are presented to the "Fundae
Acquisition" they shall be canceled and, in the case of Company Certificates,
exchanged for certificates representing Fundae Acquisition Common Stock and, as
appropriate, cash as provided in this Article IV.
(f) No certificates or scrip representing fractional Fundae Acquisition
Common Stock shall be issued upon the surrender for exchange of Company
Certificates, no dividend or distribution of Fundae Acquisition shall relate to
any fractional Fundae Acquisition Common Stock interest, and no such fractional
share interest will entitle the owner thereof to vote or to any right of a
stockholder of Fundae Acquisition. In lieu thereof, Fundae Acquisition shall
pay to each holder of Company Common Stock convertible into a fractional
interest in Fundae Acquisition Common Stock the Cancellation Price.
ARTICLE V
Corporate Existence, Fundae Acquisition and Liabilities of Fundae Acquisition
5.01 On the Effective Date, the separate existence of the Company shall
cease. The Company shall be merged with and into Fundae Acquisition, Fundae
Acquisition, in accordance with the provisions of this Agreement. Thereafter,
Fundae Acquisition shall possess all the rights, privileges, powers and
franchises as well of a public as of a private nature, and shall be subject to
all the restrictions, disabilities and duties of each of the parties to this
Agreement and all and singular; the rights, privileges, powers and franchises of
the Company and Fundae Acquisition, and all property, real, personal and mixed,
and all debts due to each of them on whatever account, shall be vested in Fundae
Acquisition; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be thereafter an effectually the property of
Fundae Acquisition, as they were of the respective constituent entities, and the
title to any real estate whether by deed or otherwise vested in the Company and
Fundae Acquisition or either of them, shall not revert to be in any way impaired
by reason of the Merger; but all rights of creditors and all liens upon any
property of the parties hereto, shall be preserved unimpaired, and all debts,
liabilities and duties of the respective constituent entities, shall thenceforth
attach to Fundae Acquisition, and may be enforced against it to the same extent
as if said debts, liabilities and duties had been incurred or contracted by it.
5.02 The Company agrees that it will execute and deliver, or cause to be
executed and delivered, all such deeds, assignments and other instruments, and
will take or cause to be taken such further or other action as Fundae
Acquisition may deem necessary or desirable in order to vest in and confirm to
Fundae Acquisition title to and possession of all the property, rights,
privileges, immunities, powers, purposes and franchises, and all and every other
interest, of the Company and otherwise to carry out the intent and purposes of
this Agreement.
ARTICLE VI
Officers and Directors of Fundae Acquisition
6.01 Upon the Effective Date, the officers and directors of Fundae
Acquisition shall be officers and directors of Fundae Acquisition in office at
such date, and such persons shall hold office in accordance with the By-Laws of
Fundae Acquisition or until their respective successors shall have been
appointed or elected.
6.02 If, upon the Effective Date, a vacancy shall exist in the Board of
Directors of Fundae Acquisition, such vacancy shall be filled in the manner
provided by its By-Laws.
ARTICLE VII
Approval by Shareholders; Amendment; Effective Date
7.01 This Agreement and the Merger contemplated hereby are subject to
approval by the requisite vote of shareholders in accordance with applicable
Florida law. As promptly as practicable after approval of this Agreement by
shareholders in accordance with applicable law, duly authorized officers of the
respective parties shall make and execute Articles of Merger and a Certificate
of Merger and shall cause such documents to be filed with the Secretary of State
of Florida and the Secretary of State of Delaware, respectively, in accordance
with the laws of the States of Florida and Delaware. The Effective Date of the
Merger shall be the date on which the Merger becomes effective under the laws of
Florida or the date on which the Merger becomes effective under the laws of
Delaware, whichever occurs later.
7.02 The Board of Directors of the Company and Fundae Acquisition may amend
this Agreement at any time prior to the Effective Date, provided that an
amendment made subsequent to the approval of the merger by the shareholder of
Company shall not (1) alter or change the amount or kind of shares to be
received in exchange for or on conversion of all or any of the Company Common
Stock (2) alter or change any term of the Certificate of Incorporation of Fundae
Acquisition, or (3) alter or change any of the terms and conditions of this
Agreement if such alteration or change would adversely affect the holders of
Company Common Stock.
ARTICLE VIII
Termination of Merger
This Agreement may be terminated and the Merger abandoned at any time prior
to the filing of this Agreement with the Secretary of State of Florida and the
Secretary of State of Delaware, whether before or after shareholder approval of
this Agreement, by the consent of the Board of Directors of the Company and
Fundae Acquisition.
ARTICLE IX
Miscellaneous
In order to facilitate the filing and recording of this Agreement, this
Agreement may be executed in counterparts, each of which when so executed shall
be deemed to be an original and all such counterparts shall together constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, all as of the day and year first above
written.
CMERUN, INC.
A FLORIDA CORPORATION
By: /s/A. Rene Dervaes, Jr.
----------------------------
A. Rene Dervaes, Jr., President
FUNDAE ACQUISITION CORPORATION
A DELAWARE CORPORATION
By: /s/A. Rene Dervaes, Jr.
----------------------------
A. Rene Dervaes, Jr., President
