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: March 7, 2000
PATHOBIOTEK DIAGNOSTICS, INC.
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(Exact name of registrant as specified in its charter post-merger)
INVESTRA ENTERPRISES, INC.
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(Prior name of corporation pre-merger)
Florida 0-28519 91-1997143
- -------------------- ------------ ------------------
(State or other (Commission (IRS Employer
jurisdiction of incorporation File Number) Identification No.
pre-merger) pre-merger)
Texas 76-0510754
- -------------------- -----------------
(State or other (IRS Employer
jurisdiction of incorporation Identification No.
post-merger) post-merger)
7010 NW 100 DRIVE, BLDG. A, STE. #101, HOUSTON, TX 77092
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(New Address)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE ( 713 )785-4722
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 6, 2000, Pathobiotek Diagnostics, Inc. completed a Share Purchase
Agreement with shareholders of Investra Enterprises, Inc. in which Pathobiotek
Diagnostics, Inc. acquired all of the issued and outstanding shares of the
Registrant from the five shareholders for purposes of completing a Merger of
Pathobiotek Diagnostics, Inc. and Investra Enterprises, Inc. On March 6, 2000
Pathobiotek Diagnostics, Inc. and Investra Enterprises, Inc. completed a merger
with Pathobiotek Diagnostics, Inc. being the surviving entity.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pathobiotek was born out of research started by its chief scientific
officer, Dr. Luther E. Lindner at Texas A&M Medical School in the mid 1980's.
All rights were purchased for the work started there and all other work between
that time and 1993. Pathobiotek Diagnostics Inc., (PDI) was a research and
development company engaged in the discovery, identification, and
characterization of novel microbial agents. Now the mission has changed to
further development of its technologies and license them to qualified strategic
partners. Assets and technologies were acquired from two other companies and
eventually Pathobiotek was formed on July 26, 1996 to develop diagnostics for MS
and other immune diseases. PDI currently employs nine full-time and eighteen
part-time/contract people including experts in medicine, molecular biology,
microbiology, immunology, pathogenesis, genetics, and pathology.
Pathobiotek has moved forward to advance the technology surrounding a novel
human microorganism, Luey, which is associated with MS, CFS, and other immune
disorders. Currently, a unique culturing system and two definitive genetic
identification assays, fluorescent in situ hybridization (FISH) and PCR, have
been developed. Quantitative methods for diagnostic purposes are currently under
development. Among the potential microbial agents that scientists at PDI have
identified is an organism that is associated with symptoms in multiple sclerosis
(MS) patients. This organism has not been associated with any specific human
disease, although there are a few reports of opportunistic infections in
immunocompromised individuals. PDI has conducted preliminary studies* that have
shown a 100% correlation between clinical improvement and reduction of levels of
organism in the patient. A similar correlation with this organism has been seen
in the treatment of other disorders, such as Chronic Fatigue Syndrome (CFS) and
certain autoimmune disorders.
The Company intends to obtain FDA approvals, where necessary, continue
testing and when allowed under applicable rules, license its technologies to
marketing partners.
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS
None.
ITEM 6. RESIGNATION AND APPOINTMENT OF DIRECTORS
Two new directors have come with the merger of the companies.
Robert C. Simpson, Ph.D. is a director as of March 6, 2000. He has served
as President and CEO of Pathobiotek Diagnostics, Inc. since 1996. From 1993 to
present Dr. Simpson has also served as President and CEO of Pacific Biotech
International, Inc. His educational experience includes Michigan State
University where he studied Education Systems Development. At Eurotechnical
Research University he studied Business Administration and received a Ph.D. He
also studied at Central Michigan University and the University of Michigan for
Business Administration where he achieved a M.A. and B.B.A, respectively.
Luther E. Lindner, M.D., Ph.D. is a director as of March 6, 2000. Dr.
Lindner is a board certified pathologist with an unusual breadth of experience
and knowledge in different areas plus a strong academic background. Dr. Lindner
is currently an associate professor at Texas A&M University teaching and
researching infectious disease since 1983. He has served as Vice President and
CSO to Pathobiotek Diagnostics, Inc. (1996-present) and Pacific Biotech
International, Inc. (1993 - present). He has studied at Case Western Reserve
University for Experimental Pathology where he obtained a Ph.D., University
Hospitals, CWRU for Anatomic Pathology Residence, Case Western Reserve
University for Medicine where he received an M.D. degree. A B.S. was obtained
through the University of Toledo in the field of Pre-Medicine.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
Exhibits:
10.1 Share Purchase Agreement
10.2 Articles of Merger
10.3 Plan of Merger
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SIGNATURES
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 thereunto duly authorized.
Date: March 7, 2000 Pathobiotek Diagnostics, Inc.
By:/s/Robert C. Simpson
Robert C. Simpson, President
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SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of March 2, 2000,
among Jeff Ploen, Scott Deitler, Wintrade Fund, LLC, Lawrence Deitler and Jimm
Toot, (SELLERS), Investra Enterprises, Inc. ("IEI") and Pathobiotek Diagnostics,
Inc., (BUYER) a Texas Corporation.
W I T N E S S E T H:
A. WHEREAS, INVESTRA ENTERPRISES, INC. ("IEI") is a corporation duly
organized under the laws of the State of Florida.
B. WHEREAS, BUYER wishes to purchase 100% of the outstanding common shares
of IEI free and clear of liens and encumbrances from SELLER.
C. WHEREAS, the parties hereto wish to enter into this Agreement, pursuant
to the provisions of the Texas Statutes.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
THE CONSIDERATION
1.1 Subject to the conditions set forth herein on the "Closing Date"
(as herein defined), SELLER shall sell and BUYER shall purchase 672,000 common
shares of IEI common stock. The transactions contemplated by this Agreement
shall be completed at a closing ("Closing") on a closing date ("Closing Date")
on or before March 5, 2000. The purchase price for the IEI shares to be paid by
BUYER to SELLERS is $150,000, $25,000 of which is paid herewith and $125,000
which shall be delivered at closing.
On the Closing Date, all of the documents to be furnished pursuant to
this Agreement, including the documents to be furnished pursuant to Article VI
of this Agreement, shall be delivered to M.A. Littman, to be held in escrow
until all closing conditions hereunder have been met or the date of termination
of this Agreement, but no longer than 1 day after closing date, whichever first
occurs, and thereafter shall be promptly distributed to the parties as their
interests may appear.
1.2 Concurrent with the execution hereof, BUYER shall deposit or cause
to be deposited with M.A. Littman as a non-refundable consideration for this
agreement, the sum of $25,000. Further, the sum of $125,000 shall be paid at
closing for delivery to SELLERS upon receipt of the shares (672,000) of IEI
common stock, constituting 100% of the outstanding common stock of IEI.
<PAGE>
ARTICLE II
CONVEYANCE OF SHARES
2.1 The shares of no par value common stock of IEI shall be delivered
and conveyed by SELLERS to BUYER at closing by SELLERS with duly executed stock
powers, upon receipt of the cash consideration by SELLERS.
2.2 SELLERS represent that no outstanding options or warrants for
unissued shares exist for IEI.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS TO IEI
SELLERS hereby represent, warrants and covenants to BUYER and will cause
IEI to so represent and warrant, except as stated in the IEI Disclosure
Statement, as follows:
3.1 IEI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida, and has the corporate power and
authority to own or lease its properties and to carry on its business as it is
now being conducted. The Articles of Incorporation and Amendments and Bylaws of
IEI, copies of which have been delivered to BUYER, are complete and accurate,
and the minute books of IEI contain a record, which is complete and accurate in
all material respects, of all meetings, and all corporate actions of the
shareholders and Board of Directors of IEI.
3.2 The aggregate number of shares which IEI is authorized to issue is
50,000,000 shares of common stock with no par value per share, of which
approximately 672,000 shares of such common stock will be issued and
outstanding, fully paid and non-assessable, at closing under this agreement. IEI
has no outstanding options, warrants or other rights to purchase, or subscribe
to, or securities convertible into or exchangeable for any shares of capital
stock.
3.3 IEI and SELLERS have complete and unrestricted power to enter into
and, upon the appropriate approvals as required by law, to consummate the
transactions contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by IEI will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of IEI.
3.6 IEI has delivered to BUYER Audited financial statements of IEI
dated August 31, 1999. At or prior to closing IEI shall have filed its 10Q for
November 30, 1999, including unaudited financial statements. All such
statements, herein sometimes called "IEI Financial Statements" are (and will be)
complete and correct in all material respects and, together with the notes to
these financial statements, present fairly the financial position and results of
operations of IEI of the periods indicated. All financial statements of IEI will
have been prepared in accordance with generally accepted accounting principles.
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3.7 Since the dates of the IEI Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of IEI. IEI does not have any material liabilities or obligations,
secured or unsecured except as shown on updated financials (whether accrued,
absolute, contingent or otherwise).
3.8 There are no pending legal proceedings involving IEI, there are no
legal proceedings or regulatory proceedings involving material claims pending,
or, to the knowledge of the SELLERS, threatened against IEI or affecting any of
its assets or properties, and IEI is not in any material breach or violation of
or default under any contract or instrument to which IEI is a party, and no
event has occurred which with the lapse of time or action by a third party could
result in a material breach or violation of or default by IEI under any contract
or other instrument to which IEI is a party or by which it or any of its
properties may be bound or affected, or under its Articles of Incorporation or
Bylaws, nor is there any court or regulatory order pending, applicable to IEI.
3.9 IEI shall not enter into or consummate any transactions prior to
the Closing Date other than in the ordinary course of business and will pay no
dividend, or increase the compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition.
3.10 IEI is not a party to any contract performable in the future.
3.11 The representations and warranties of SELLERS and IEI shall be
true and correct as of the date hereof and as of the Closing Date.
3.12 IEI shall deliver to BUYER, all of its corporate books and records
for review. IEI will also deliver to BUYER on or before the Closing Date any
reports relating to the financial and business condition of IEI which occur
after the date of this Agreement and any other reports sent generally to its
shareholders after the date of this Agreement.
3.13 IEI has no employee benefit plan in effect at this time.
3.14 No representation or warranty by IEI or SELLERS in this Agreement,
the IEI Disclosure Statement or any certificate delivered pursuant hereto
contains any untrue statement of a material fact or omits to state any material
fact necessary to make such representation or warranty not misleading.
3.15 SELLERS or IEI has delivered, to BUYER true and correct copies of
the 10-SB and each of its other reports to shareholders and filing with the
Securities and Exchange Commission ("SEC") for the year ended December 31, 1999.
IEI will also deliver to BUYER on or before the Closing Date any reports
relating to the financial and business condition of IEI which are filed with the
SEC after the date of this Agreement and any other reports sent generally to its
shareholders after the date of this Agreement.
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3.16 IEI has duly filed all reports required to be filed by it under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended, (the "Federal Securities Laws"). No such reports, or any reports
sent to the shareholders of IEI generally, contained any untrue statement of
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements in such report, in light of the
circumstances under which they were made, not misleading.
3.17 SELLERS hereby covenant that during the contract period, prior to
closing, IEI will not take any board action without BUYER's approval in writing,
pending selection of new officers and directors at closing.
3.18 SELLERS own 672,000 IEI shares being sold to the BUYER free and
clear of any liens and encumbrances and may transfer such shares without the
consent of any third party.
ARTICLE IV
OBLIGATIONS OF THE PARTIES PENDING THE CLOSING DATE
4.1 At all times prior to the Closing Date during regular business
hours, each party will permit the other to examine its books and records and the
books and records of its subsidiaries and will furnish copies thereof on
request. It is recognized that, during the performance of this Agreement, each
party may provide the other parties with information which is confidential or
proprietary information. During the term of this Agreement, and for four years
following the termination of this Agreement, the recipient of such information
shall protect such information from disclosure to persons, other than members of
its own or affiliated organizations and its professional advisers, in the same
manner as it protects its own confidential or proprietary information from
unauthorized disclosure, and not use such information to the competitive
detriment of the disclosing party. In addition, if this Agreement is terminated
for any reason, each party shall promptly return or cause to be returned all
documents or other written records of such confidential or proprietary
information, together with all copies of such writings and, in addition, shall
either furnish or cause to be furnished, or shall destroy, or shall maintain
with such standard of care as is exercised with respect to its own confidential
or proprietary information, all copies of all documents or other written records
developed or prepared by such party on the basis of such confidential or
proprietary information. No information shall be considered confidential or
proprietary if it is (a) information already in the possession of the party to
whom disclosure is made, (b) information acquired by the party to whom the
disclosure is made from other sources, or (c) information in the public domain
or generally available to interested persons or which at a later date passes
into the public domain or becomes available to the party to whom disclosure is
made without any wrongdoing by the party to whom the disclosure is made.
<PAGE>
4.2 SELLERS and BUYER shall promptly provide each other with
information as to any significant developments in the performance of this
Agreement, and shall promptly notify the other if it discovers that any of its
representations, warranties and covenants contained in this Agreement or in any
document delivered in connection with this Agreement was not true and correct in
all material respects or became untrue or incorrect in any material respect.
4.3 All parties to this Agreement shall take all such action as may be
reasonably necessary and appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.
ARTICLE V
PROCEDURE FOR CLOSING
5.1 At the Closing Date, the purchase and Sale shall be effected with
common stock certificates of IEI being delivered duly executed for 672,000
shares of common stock to BUYER and the delivery of $150,000 in a cashier's
check to SELLERS from BUYER, together with delivery of all other agreements,
schedules, warranties and representations set forth in this Agreement.
ARTICLE VI
CONDITIONS PRECEDENT TO THE
CONSUMMATION OF THE PURCHASE
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
6.1 SELLERS shall have performed and complied with all of its
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date and SELLERS and IEI and BUYER shall provide one
another at the Closing with a certificate to the effect that such party has
performed each of the acts and undertakings required to be performed by it on or
before the Closing Date pursuant to the terms of this Agreement.
6.2 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
<PAGE>
6.3 All actions, proceedings, instruments and documents required to
carry out this Agreement and the transactions contemplated hereby and the form
and substance of all legal proceedings and related matters shall have been
approved by counsel for BUYER.
6.4 The representations and warranties made by BUYER and SELLERS in
this Agreement shall be true as though such representations and warranties had
been made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of (1) changes caused by transactions suggested or approved in writing
by BUYER or (2) events or changes (which shall not, in the aggregate, have
materially and adversely affected the business, assets, or financial condition
of IEI during or arising after the date of this Agreement.)
6.5 All outstanding liabilities of IEI shall have been paid and
released prior to closing.
6.6 The Share Exchange Agreement between IEI and the BUYER which is
currently being negotiated will close concurrently with the closing hereof.
ARTICLE VII
TERMINATION AND ABANDONMENT
7.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:
(a) By mutual consent of parties;
(b) By either party, if any condition set forth in Article VI relating to
the other party has not been met or has not been waived;
(c) By BUYER, if any suit, action or other proceeding shall be pending or
threatened by the federal or a state government before any court or governmental
agency, in which it is sought to restrain, prohibit or otherwise affect the
consummation of the transactions contemplated hereby;
(d) By any party, if there is discovered any material error, misstatement
or omission in the representations and warranties of another Party;
(e) By any party if the Agreement Closing Date is not within 30 days from
the date hereof; or
<PAGE>
7.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, by action taken
by him or the Board of Directors, provided; however, that such action shall be
taken only if, in the judgment of the Board of Directors or Party taking the
action, such waiver will not have a materially adverse effect on the benefits
intended under this Agreement to the party waiving such term or condition.
7.3 The deposit of $25,000 paid as consideration herefore shall be
non-refundable if this transaction does not close due to the failure of the
BUYER to perform under the terms and conditions of this Agreement. If this
transaction does not close due to the failure of the SELLERS to perform under
the terms and conditions of this Agreement or due to the breach by IEI of its
representations and warranties under this agreement, the deposit shall be
returned to the BUYER.
ARTICLE VIII
TERMINATION OF REPRESENTATION AND
WARRANTIES AND CERTAIN AGREEMENTS
8.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and extinguished by consummation of the
Agreement; provided, however, that the covenants and agreements of the parties
hereto shall survive in accordance with their terms.
<PAGE>
ARTICLE IX
MISCELLANEOUS
9.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
9.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
9.4 This Agreement may be amended upon approval of the Board of
Directors of BUYER and SELLERS.
9.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, fees prepaid, addressed as follows:
To SELLERS:
copy to: Michael A. Littman
Attorney at Law
10200 W. 44th Ave., #400
Wheat Ridge, CO 80033
To BUYER:
Pathobiotek Diagnostics, Inc.
c/o Robert C. Simpson
7010 NW 100 Drive, Ste. A-101
Houston, TX 77092
copy to:
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of BUYER and
SELLERS. However, IEI may issue at any time any press release or other public
statement it believes on the advice of its counsel it is obligated to issue to
avoid liability under the law relating to disclosures, but the party issuing
such press release or public statement shall make a reasonable effort to give
the other party prior notice of and opportunity to participate in such release
or statement.
<PAGE>
9.7 Concurrent with the closing hereunder, BUYER shall cause IEI to
issue to the SELLERS Options to purchase a total of 100,000 shares of common
stock of IEI for a period of one year after the closing at a price of $.50 per
share, and shall grant piggyback registration rights therewith.
IN WITNESS WHEREOF, the parties have set their hands and seals this 2nd
day of March, 2000.
SELLERS:
/s/Lawrence Deitler
Lawrence Deitler
/s/Scott Deitler
Scott Deitler
Wintrade Fund, LLC
By: /s/Scott Deitler
Scott Deitler
/s/Jim Toot
Jim Toot
/s/Jeff Ploen
Jeff Ploen
Investra Enterprises, Inc.
By:/s/Scott Deitler
Scott Deitler, President
BUYER:
Pathobiotek Diagnostics, Inc.
By:/s/Robert C. Simpson
Robert C. Simpson, President
ARTICLES OF MERGER
OF
INVESTRA ENTERPRISES, INC.
(A FLORIDA CORPORATION)
INTO
PATHOBIOTEK DIAGNOSTIC, INC.
(A TEXAS CORPORATION)
The Undersigned, being President of Investra Enterprises, Inc., a Florida
corporation, and the President of Pathobiotek Diagnostics, Inc. a Texas
corporation, hereby certify as follows:
1. A merger has been approved by the boards of directors of Investra
Enterprises, Inc. a Florida corporation, and Pathobiotek Diagnostics, Inc. a
Texas corporation.
2. No vote of Shareholders is necessary because 100% of the outstanding
shares of Investra Enterprises, Inc. are owned by Pathobiotek Diagnostics, Inc.
and
a) The corporation, Pathobiotek Diagnostics, Inc. is the sole survivor
and the name of the corporation will be Pathobiotek Diagnostics, Inc.
b) The Articles of Incorporation will not differ from Articles of
Incorporation prior to merger
c) Each shareholder of the corporation whose shares were outstanding
immediately before the effective date of the merger will hold the same
number of shares, with identical designations, preferences, limitations and
relative rights immediately after the effective date of the merger.
d) The voting power of the number of shares outstanding immediately
after the merger will not be changed from that existing prior to the merger
since no shares are being issued as a result of the merger.
e) the number of participating shares outstanding immediately after
the merger is the same as immediately before the merger and there will be
no change in shares.
f) The Board of Directors of each corporation has adopted a resolution
approving the Plan of Merger, which is attached hereto as Exhibit A.
3) The merger shall be effective on March 6, 2000 or as soon thereafter as
the Articles of Merger are filed with the Secretary of State of Texas.
Investra Enterprises, Inc. Pathobiotek Diagnostics, Inc.
by:/s/Scott Deitler by:/s/Paul Enright
<PAGE>
* * * * * * * * * * * * * * * * * * * * * * *
State of Colorado )
) ss.
County of Jefferson )
ON THIS 6TH day of March , 2000, before me, a Notary Public, personally
appeared Jim Toot, Vice President Investra Enterprises, Inc., and executed on
this date the foregoing instrument for the purposes therein contained, by
signing on behalf of the above named corporations as a duly authorized officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
------------------------------
Notary Public/s/David K. Bailey
Residing at: Louisville, CO
My Commission Expires:
8/18/2002
State of Colorado )
) ss.
County of Jefferson )
ON THIS 6TH day of March 2000 before me, a Notary Public, personally
appeared Paul Enright as Attorney in Fact for Pathobiotek Diagnostics, Inc. by
Power of Attorney, and executed on this date the foregoing instrument for the
purposes therein contained, by signing on behalf of the above named corporations
as a duly authorized officer.
INWITNESS WHEREOF, I have hereunto set my hand and official seal.
------------------------------
Notary Public /s/David K. Bailey
Residing at: Louisville, CO
My Commission Expires:
8/18/2002
EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of March 6, 2000, is
among Pathobiotek Diagnostics, Inc., a Texas corporation ("Parent"), and
Investra Enterprises, Inc., a Florida corporation (the "Company") (collectively
"Constituent Corporations").
WHEREAS, Parent owns 100% of the shares of the Company and the parties
thereto have agreed to the merger of the Company with and into Parent; and
WHEREAS, Parent, as the sole shareholder of Company and, the
respective Boards of Directors of Parent and the Company,) have each approved
the merger of the Company into Parent in accordance with the Texas Business
Corporation Act (the "TBCA") and
WHEREAS, this Plan of Merger shall be filed with Articles of Merger
with the Secretaries of State of Florida and Texas in order to consummate the
merger of the Company with and into Parent; and
WHEREAS, Parent and the Company have agreed to execute and file this
Plan of Merger as provided under the Florida Law and the TBCA.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Parent and the Company hereby agree as follows:
1. THE MERGER. At the Effective Time (as defined in Section 1.3
hereof), in accordance with this Plan of Merger, and Florida Law and the TBCA,
the Company shall be merged (such merger being herein referred to as the
"Merger") with and into the Parent, the separate existence of the Company shall
cease, and Parent shall continue as the surviving corporation. Parent
hereinafter sometimes is referred to as the "Surviving Corporation."
2. EFFECT OF THE MERGER. When the Merger has been effected, the
Surviving Corporation shall retain the name "Pathobiotek Diagnostics, Inc."; and
the Surviving Corporation shall thereupon and thereafter possess all the rights,
privileges, powers and franchises of a public as well as of a private nature,
and be subject to all the restrictions, disabilities and duties of each of the
Corporations; and all and singular, the rights, privileges, powers and
franchises of each of the Constituent Corporations and all property, real,
personal and mixed, and all debts due to either of the Corporations on whatever
account, as well for stock subscriptions as all other things in action or
belonging to each of such corporations shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise, in any of such Constituent
Corporations, shall not revert or be in any way impaired by reason of the
Merger; but all rights of creditors and all liens upon any property of any of
said Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the respective Constituent Corporations shall
thenceforth attach to the Surviving Corporation, and may be enforced against it
to the same extent as if said debts, liabilities and duties had been incurred or
contracted by it.
3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger
to be consummated by filing with the Secretary of State of Florida and Texas an
articles of merger and this Plan of Merger in such form as required by, and
executed in accordance with, the relevant provisions of the Florida Law and the
TCBA (the time of such filing being the "Effective Time" and the date of such
filing being the "Effective Date").
4. ARTICLES OF INCORPORATION: BYLAWS: DIRECTORS AND OFFICERS. The Articles
of Incorporation and bylaws of the Surviving Corporation shall be identical with
the Articles of Incorporation and bylaws of the Parent as in effect immediately
prior to the EffectiveTime until thereafter amended as provided therein and
under the Texas Law.
5. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the Merger
and without any action on the part of Parent, the Company or the holder of any
of the shares (the "Shares") of common stock, (the "Common Stock") of the
Company:
(a) Each Share issued and outstanding immediately prior to the
Effective Time shall remain as issued and outstanding common stock of parent
without change.
(b) Each Share which is held in the treasury of the Company or which
is owned by any direct or indirect subsidiary of the Company shall be canceled
and retired, and no payment shall be made with respect thereto.
(c) Each outstanding or authorized subscription, option, warrant,
call, right (including any preemptive right), commitment, or other agreement of
any character whatsoever which obligates or may obligate the Parent to issue or
sell any additional shares of its capital stock or any securities convertible
into or evidencing the right to subscribe for any shares of its capital stock or
securities convertible into or exchangeable for such shares, if any, shall
remain unchanged.
(d) Each share of Common Stock, of Company issued and outstanding
immediately prior to the Effective Time shall be retired into treasury, of the
Surviving Corporation.
(e) No Fractional Shares and no certificates or scrip
representing such fractional Merger Shares, shall be issued:
6. TAKING OF NECESSARY ACTION: FURTHER ACTION. Each of Parent, and
the Company shall use all reasonable efforts to take all such actions as may be
necessary or appropriate in order to effectuate the Merger under the Florida
Law, the TCBA or federal law as promptly as possible. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purposes of the Agreement and to vest the Surviving Corporation with full right,
title and possession to all assets, property, rights, privileges, powers and
franchises of either of the Constituent Corporations, the officers and directors
of the Surviving Corporation are fully authorized in the name of their
corporation or otherwise to take, and shall take, all such lawful and necessary
action.
IN WITNESS WHEREOF, Parent, Parent, and the Company have caused this Plan
of Merger to be executed as of the date first above written.
INVESTRA ENTERPRISES, INC.
(A Florida corporation)
By:/s/Scott Deitler
PATHOBIOTEK DIAGNOSTICS, INC.
(A Texas corporation)
By:/s/Paul Enright
Paul Enright by Power of Attorney
<PAGE>
ARTICLES OF MERGER
OF
PATHOBIOTEK DIAGNOSTICS, INC.
(A Utah Corporation)
INTO
PATHOBIOTEK DIAGNOSTICS, INC.
(A Texas Corporation)
Filed in the Office of the
Secretary of State of the
State of Texas
Jan 05 1999
No.: C30645-98
Dean Heller, Secretary of State
The Undersigned, being sole Director of Pathobiotek Diagnostics, Inc., a
Utah corporation, and the sole officer and director of Pathobiotek Diagnostics,
Inc., a Texas corporation, hereby certify as follows:
1. A merger for the purpose of changing domicile has been approved by the
board of directors of Pathobiotek Diagnostics, Inc., a Utah corporation, and
Pathobiotek Diagnostics, Inc., a Texas corporation.
2. Shareholders owning 5,100,000 of the shares of common stock of
Pathobiotek Diagnostics, Inc., a Utah corporation, which number of shares is a
majority of the approximately 8,223,373 shares outstanding, voted in favor of
such merger on December 14, 1998. The sole shareholder of Pathobiotek
Diagnostics, Inc., a Texas corporation, voted for such plan of merger on
December 31, 1998.
3. A Notice, including a summary of the merger, was mailed to all
shareholders of the Utah Corporation on or about November 30, 1998.
4. Sheridan Industries, Inc., a Texas corporation, hereby agrees that it
will prmptly pay to the dissenting shareholders, if any, of Sheridan Industries,
Inc., a Utah corporation, the amount, if any, to which they shall be entitled
under the provisions of the Utah Corporation Statutes with respect to the rights
of dissenting shareholders.
EFFECTIVE THE 31ST day of December, 1998
Pathobiotek Diagnostics, Inc. Pathobiotek Diagnostics, Inc.
A Utah corporation A Texas corporation
BY:/S/ROBERT KROPF BY:/S/ROBERT KROPF
Robert Kropf, President/Secretary Robert Kropf,
President/Secretary
<PAGE>
State of Utah )
)ss.
County of Salt Lake City )
ON THIS 4TH day of January, 1999, before me, a Notary Public,
personally appeared Robert Kropf, and executed on this date the foregoing
instrument for the purposes therein contained, by signing on behalf of the above
named corporations as a duly authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/JENNIFER L. CLARK
Notary Public
Residing at: Salt Lake
My Commission Expires:
7-1-02
<PAGE>
NOTICE OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
PATHOBIOTEK DIAGNOSTICS, INC.
The Board of Directors of Pathobiotek Diagnostics, Inc., a Utah corporation
("the Company"), hereby give notice that a special meeting of the shareholders
of record, as of December 1, 1998, is called and will be held on December 14,
1998, at 8:00 a.m. at 4505 South Wasatch Blvd., Suite 21, Salt Lake City, Utah.
The purpose of the meeting is to authorize the Board of Directors to
effect a 120 to 1 reverse split of the Company's common stock, authorize a
change of the Company's domicile from Utah to Texas, and any other matters,
which come before the shareholders.
PLAN OF MERGER: The Company will form a Texas subsidiary to effectuate
a change of corporate domicile. Following the reverse split, the shareholders
shall receive one share of the Texas Corporation for each share of the Company.
Any shareholders, who will be voting through a proxy, must have the
person representing them at the meeting present a copy of a signed and dated
proxy statement when they arrive at the meeting.
Your proxy is not being solicited by the Board of Directors.
DATED THIS 30TH day of November, 1998.
By Order Of:
The Board of Directors
