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EXHIBIT 2.1
(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
STOCK-FOR-STOCK EXCHANGE AGREEMENT
(KABUSHIKI-KOUKAN-KEIYAKU)
This Stock-for-Stock Exchange Agreement (this "Agreement") is made and
entered into by and between Jupiter Telecommunications Co., Ltd. ("JUPITER")
and TITUS Communications Corporation ("TITUS").
Article 1 (Manner of the Stock-for-Stock Exchange)
Subject to the terms and conditions set forth in this Agreement, JUPITER
and TITUS shall exchange their stocks so that JUPITER will become the parent
company (kanzen-oyagaisha) wholly-owning TITUS and TITUS will become a
wholly-owned subsidiary (kanzen-kogaisha) of JUPITER (this stock-for-stock
exchange (kabushiki-koukan) being hereinafter referred to as the
"Stock-for-Stock Exchange").
Article 2 (Issuance and Allotment of Shares under the Stock-for-Stock Exchange)
1. Under the Stock-for-Stock Exchange, JUPITER shall issue shares of its
non-par value common stock ("Jupiter Stock") in the number equal to the
product obtained by multiplying (x) the sum of (i) the total number of
common shares of TITUS, and (ii) the total number of convertible
preference shares of TITUS multiplied by 1875, owned by the shareholders
recorded in the shareholder register of TITUS as of the day immediately
preceding the date of the Stock-for-Stock Exchange and (y) 0.32251548;
provided, however, if the total number of shares to be allotted and
delivered pursuant to the following Clauses 2 and 3 of this Article
(hereinafter referred to as the "Total Number") should be different from
the number of shares to be issued calculated above, the Total Number shall
be the number of shares to be issued by JUPITER in accordance herewith.
2. On the date of the Stock-for-Stock Exchange, JUPITER shall allot and
deliver the shares so issued to the shareholders of TITUS at the rate of
0.32251548 shares of JUPITER Stock for one common share of TITUS (with or
without par value), and at the rate of 0.32251548 x 1875 shares of JUPITER
Stock for one convertible preference shares of TITUS.
3. Notwithstanding the foregoing Clauses 1 and 2 in this Article, any
fraction corresponding to a multiple of one-hundredth of one share of
Jupiter Stock shall be entered in the broken lot ledger and no share
certificate shall be issued, and any fraction smaller than one-hundredth
of one share shall be rounded up to the nearest one-hundredth number if
the third decimal figure is 5 or more, or shall be rounded down to the
nearest one-hundredth number if the same figure is 4 or less.
Article 3 (Amounts of the Stated Capital (Shihon-kin) and the Capital Reserve
(Shihon-jyunbi-kin) to be Increased)
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
The amounts of the stated capital and the capital reserve of JUPITER to be
increased due to the Stock-for-Stock Exchange shall be as follows:
(1) Stated Capital
Yen 1,100,000,000
(2) Capital Reserve
The amount of the net asset value of TITUS as of the date of the
Stock-for-Stock Exchange minus the amount of the stated capital
increase under the preceding item (1).
Article 4 (Summary Procedure for the Stock-for-Stock Exchange; Shareholders'
general Meeting Approving the Stock-for-Stock Exchange)
TITUS AND JUPITER shall hold shareholders' general meetings (each a
"Meeting Approving the Stock-for-Stock Exchange") on July 13, 2000 and seek
approval for this Agreement and the resolution with respect to the matters
necessary for the Stock-for-Stock Exchange; provided, however, that such date
of the meetings may be changed through mutual consultation between JUPITER and
TITUS due to any procedural necessity for the Stock-for-Stock Exchange or for
any similar reasons.
Article 5 (Non-issuance of Shares)
1. TITUS shall not issue any share from the time of the execution of
this Agreement until the date of the Stock-for-Stock Exchange.
2. TITUS shall immediately terminate any stock option agreements made
with, and cancel any stock option granted to, officers or employees of TITUS or
its subsidiaries and shall not enter into any such stock option agreements or
grant any such stock option which will be effective after the Stock-for-Stock
exchange is effected; provided, however, that the foregoing shall not apply to
any agreement to issue stock options under which the issuance of the stock
options is expressly conditioned on the termination of this agreement.
Article 6 (Change in the Articles of Incorporation)
JUPITER shall, without delay after the execution of this Agreement,
amend its Article of Incorporation so that immediately prior to and on the date
of the Stock-for-Stock Exchange they shall be in the form attached hereto as
Exhibit A.
Article 7 (Date of the Stock-for-Stock Exchange)
The date of the Stock-for-Stock Exchange shall be September 1, 2000;
provided, however, that this date may be changed through mutual consultation
between JUPITER and TITUS due to any procedural necessity for the
Stock-for-Stock Exchange or for any other reasons.
Article 8 (Term of Office of Incumbent Officers as of the Stock-for-Stock
Exchange)
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
The term of office of each director and statutory auditor of JUPITER who
has assumed the office prior to the date of the Stock-for-Stock Exchange shall
expire as provided for in the Articles of Incorporation of JUPITER,
irrespective of the Stock-for-Stock Exchange.
Article 9 (Dividends)
The dividends from profits on the new shares of JUPITER issued upon the
Stock-for-Stock Exchange pursuant to Article 2 shall be calculated from January
1, 2000 as the initial date of reckoning for dividends.
Article 10 (Termination)
Should any of the following events occur, this Agreement shall
automatically terminate:
(1) Either party shall not pass the resolution in favor of the
Stock-for-Stock Exchange at its Meeting Approving the Stock-for-Stock
Exchange on or before July 13, 2000 or such date the meetings may be
changed to through mutual consultation between JUPITER and TITUS.
(2) Either party shall not acquire necessary approvals of the Ministry
of Post the Telecommunication (if any) provided by any laws, regulations,
licenses or approvals by the day before the date of the Stock-for-Stock
Exchange.
(3) The waiting period applicable JUPITER as provided by Article 27
Clause 2 of the Foreign Exchange and Foreign Trade Law shall not expire
by the day before the date of the Stock-for-Stock Exchange.
(4) TITUS shall be in breach of Article 5 on the day prior to the date
of the Stock-for-Stock Exchange.
(5) JUPITER shall not amend its Articles of Incorporation according to
Article 6 by the day before the date of the Stock-for-Stock Exchange.
(6) The receipt by JUPITER and TITUS of a written notice of request to
terminate the Agreement from shareholders who hold majority of all of the
outstanding common shares of either JUPITER or TITUS at any time prior to
the date of the Stock-for-Stock Exchange.
Article 11 (Consultation)
Matters necessary with respect to the Stock-for-Stock Exchange, other
than those set forth in this Agreement, shall be decided through mutual
consultation between JUPITER and TITUS in accordance with the spirit
hereof.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
IN WITNESS WHEREOF, JUPITER and TITUS have executed this Agreement in
duplicate by affixing the names and seal impressions of their respective
representatives, and each shall retain one executed original.
June 27, 2000
JUPITER: 41-24, Higashi-ikebukuro 4-chome, Toshima-ku
Tokyo
Juniper Telecommunications Co., Ltd.
Tsunetoshi Ishibashi, Representative Director [SEAL]
/s/ T. ISHIBASHI
TITUS: 52-2, Jingu-mae 5-chome, Shibuya-ku, Tokyo
TITUS Communications Corporation
Lee A. Daniels, Representative Director [SEAL]
/s/ LEE A. DANIELS
* * *
REPRESENTATION
The undersigned certifies that the foregoing is a fair and accurate
English translation of the original Japanese language document.
/s/ Tsunetoshi Ishibashi
_______________________________________
Tsunetoshi Ishibashi
Chairman
