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EXHIBIT 2.1
ARTICLES AND PLAN OF EXCHANGE
[STAMP] BY AND BETWEEN
AUTOCAPITAL
(A Nevada Corporation)
AND
WAPRO B.V.
(a Closed Company with Limited Liability organized
under the laws of The Netherlands)
AND
C.A.R. BONGERS HOLDING MEDDO B.V.
(a Closed Company with Limited Liability organized
under the laws of The Netherlands)
AND
PIERSON & NIEDERDORFER
(a Trust organized under the laws of Liechtenstein)
THESE ARTICLES OF EXCHANGE AND PLAN OF MERGER AND REORGANIZATION (the
"Articles of Exchange" or the "Agreement") dated this 6th day of August, 1999,
by and between AUTOCAPITAL, a Nevada Corporation, WAPRO B.V., a Closed Company
with Limited Liability organized under the laws of The Netherlands, C.A.R.
BONGERS HOLDING MEDDO B.V., a Closed Company with Limited Liability organized
under the laws of The Netherlands, and PIERSON & NIEDERDORFER, a Trust organized
under the laws of Liechtenstein, and their respective Directors and Officers.
WHEREAS, AUTOCAPITAL has an aggregate number of authorized shares of
capital stock being 50,000,000 shares, consisting of 45,000,000 shares of Common
Stock, $0.001 par value, of which 5,020,000 shares are fully paid, issued and
outstanding on the books of the Corporation (pre-exchange), and 5,000,000 shares
of preferred stock, $0.001 par value, of which no shares are issued and
outstanding; and
WHEREAS, WAPRO B.V. has an aggregate number of authorized shares of
capital stock being a single class, common stock without series, consisting of
400 shares, numbered 1 up to and including 400, each having a par value of 100
Dutch Guilders (NLG 100.--), of which 400 shares are fully paid, issued and
outstanding on the register of the Company, and C.A.R. BONGERS HOLDING MEDDO
B.V. is the sole shareholder of WAPRO B.V.; and
WHEREAS, the principal office of AUTOCAPITAL is located at 121 Santo
Ysidro, Sunland Park, New Mexico 88008; Nevada
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Corporate Planners, Inc., 3885 South Decatur, Suite 3010, Las Vegas, Nevada
89103 is the registered agent of record upon whom service of process for
AUTOCAPITAL may be received within the state of Nevada; and the corporation is
governed by Nevada law; and
WHEREAS, the principal office of WAPRO B.V. is registered at
Driemarkweg 1a, (7102 EM) Winterswijk, The Netherlands; and service of process
may be received at that address; and the company is governed by the laws of The
Netherlands; and
WHEREAS, PIERSON & NIEDERDORFER, is a Trust organized under the laws of
Liechtenstein, located in care of Herr Dr. Alexander F. Abfalterer, Stadtle 7,
Postfach 70, 9490 FL, Vaduz, Liechtenstein, and PIERSON & NIEDERDORFER is to
serve in the capacity of investment banker for WAPRO B.V. regarding the
transactions herein; and
WHEREAS, the Boards of Directors of the Parties recommended and noticed
these Articles of Exchange in accordance with Nevada law and the laws of The
Netherlands; and
WHEREAS, these Articles of Exchange and Plan of Merger were adopted and
ratified on July 26, 1999 at a Special Meeting of Directors of AUTOCAPITAL, and
by a majority of the common shares of record. The plan of merger/conversion was
duly authorized by all action required by the laws under which AUTOCAPITAL was
incorporated or organized and by its constituent documents; and
WHEREAS, these Articles of Exchange and Plan of Merger were unanimously
adopted and ratified by the Managing Director and the sole shareholder of WAPRO
B.V. effective on August 6, 1999. The plan of merger/conversion was duly
authorized by all action required by the laws under which WAPRO B.V. was
incorporated or organized and by its constituent documents.
WHEREAS, AUTOCAPITAL as the acquiring corporation and WAPRO B.V. as the
acquired corporation deem it advisable and generally to the advantage and
welfare of the Parties and their respective shareholders, that WAPRO B.V.
exchange shares with AUTOCAPITAL under and pursuant to the provisions of Nevada
law and the laws of The Netherlands.
WHEREAS, pursuant to the above referenced statutes, AUTOCAPITAL as the
acquiring corporation, is to be governed by the laws of the State of Nevada, and
shall comply with the applicable provisions of the applicable laws of the State
of Nevada. These Articles of Exchange shall be filed with the Nevada Secretary
of State, and with the applicable governmental entities within The Netherlands,
if necessary, so that;
(a) AUTOCAPITAL may be served with process in any proceeding for
enforcement of Rights of Dissenting Shareholders
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of WAPRO B.V. against AUTOCAPITAL; and
(b) AUTOCAPITAL may be served with process in any proceeding for the
enforcement of any obligation under the provisions of Nevada law pertaining to
dissenting shareholders of AUTOCAPITAL; and
(c) The former sole shareholder of WAPRO B.V. as the acquired
corporation is entitled only to the rights as provided herein and under Nevada
law and the laws of The Netherlands;
(d) AUTOCAPITAL will promptly pay to dissenting shareholders of WAPRO
B.V. the amounts, if any, to which they may be entitled under the above
referenced statutes.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
benefits contained herein, including compensation from PIERSON & NIEDERDORFER in
the amount of $250,000, the sufficiency of which is hereby acknowledged, it is
agreed by and between the parties as follows:
1. EXCHANGE. The parties shall exchange shares upon the effective date.
2. EFFECTIVE DATE. These Articles of Exchange shall comply with Nevada
law and the laws of The Netherlands and will become effective upon the filing of
these Articles with the Secretary of State of Nevada, and the applicable
governmental entity of The Netherlands, and/or the completion of the necessary
legal documentation under the laws of The Netherlands.
3. ACQUIRING CORPORATION. AUTOCAPITAL shall be the acquiring
corporation and shall continue to be governed by the laws of the State of
Nevada. WAPRO B.V. shall be the acquired company and shall continue to exist as
a wholly-owned subsidiary to be governed by the laws of The Netherlands upon the
effective date.
4. CAPITALIZATION PRIOR TO EFFECTIVE DATE. AUTOCAPITAL has an aggregate
number of authorized shares of capital stock being 50,000,000 shares, consisting
of 45,000,000 shares of Common Stock, $0.001 par value, of which 5,020,000
shares are fully paid, issued and outstanding on the books of the Corporation
(pre-exchange), and 5,000,000 shares of preferred stock, $0.001 par value, of
which no shares are issued and outstanding.
5. BYLAWS. The Bylaws of AUTOCAPITAL shall serve as the Bylaws of the
merged entities subsequent to the Effective Date.
6. ASSURANCE OF TITLE. The Managing Director of WAPRO B.V. hereby
acknowledges and confirms to AUTOCAPITAL that any right, title or interest held
immediately prior to the effective
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date of the Articles of Exchange shall be the same thereafter.
Furthermore, the Managing Director of WAPRO B.V. hereby
acknowledges and confirms that he is fully authorized to take any
and all action necessary in the name of WAPRO B.V. in order to
carry out the purposes of these Articles of Exchange and the
terms and conditions thereof.
7. EXCHANGE OF OUTSTANDING SHARES. Upon the effective
date, all of the 400 shares, number 1 up to and including 400,
each with a par value of 100 Dutch Guilders (NLG 100.--), being
fully paid, issued, and outstanding on the corporate books of
WAPRO B.V., shall be exchanged on a basis of 57,450 fully paid
and non-assessable shares of the common stock of AUTOCAPITAL for
each one (1) common share held by C.A.R. BONGERS HOLDING MEDDO
B.V., as the sole shareholder of WAPRO B.V.
8. CAPITALIZATION UPON EFFECTIVE DATE. Upon the Effective
Date, the capitalization of the merged entities shall be as
follows, and shall also reflect the compensation fees for
consulting services performed by various parties.
<TABLE>
<S> <C>
(1) Existing free-trading float: 1,400,000
(2) Whitaker B. Irvin 400,000
(3) Luis O. Perez-Hirschfeld 100,000
(4) Teresa Williams Irvin 100,000
(5) Jeffrey J. Janda 280,000
(6) The Miller Group 120,000
(7) Seven Cities, Inc. 100,000
(8) Curtis-Case, Inc. 100,000
(9) Eiger Group S.A. 1,400,000
(10) PIERSON & NIEDERDORFER 920,000
(11) PIERSON & NIEDERDORFER (pledge) 50,000
(12) Employees of Wapro B.V. 50,000
(13) PIERSON & NIEDERDORFER
(new issue common stock) 1,800,000
(14) C.A.R. BONGERS HOLDING
MEDDO B.V., as sole
shareholder of WAPRO B.V. 21,180,000
(new issue common stock)
Total: 28,000,000
</TABLE>
The common stock holdings prior to the share exchange referenced
herein of Messrs. Irvin and Perez-Hirschfeld and Ms. Irvin
collectively shall be reduced to the amounts for said individuals
reflected above. The remainder of the current common stock
holdings of Messrs. Irvin and Perez-Hirschfeld and Ms. Irvin
shall be allocated to the other parties referenced above in
numbers 5 through and including 12 of this paragraph. The
Employees of WAPRO B.V. shall receive shares as referenced in
Exhibit A, attached hereto. AUTOCAPITAL shall issue new common
stock in the amount of 21,180,000 shares to C.A.R. BONGERS
HOLDING MEDDO B.V., as sole shareholder of WAPRO B.V., and shall
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issue new common stock in the amount of 1,800,000 shares to
PIERSON & NIEDERDORFER in order to effectuate the exchange.
9. SECURITY FOR PAYMENT. The common stock issued to
PIERSON & NIEDERDORFER referenced in number 11 of Paragraph 8
above shall serve as security for the complete payment of
$250,000 referenced above. The parties agree that $200,000 shall
be paid by PIERSON & NIEDERDORFER to AUTOCAPITAL upon the
execution of this Agreement by transferring said monies to the
trust account of David B. Stocker, Esq., and that the remaining
$50,000 shall be paid by PIERSON & NIEDERDORFER to AUTOCAPITAL on
or before December 31, 1999, also by transferring said monies to
the trust account of David. B. Stocker, Esq. The parties agree
that the stock certificate referenced in number 11 of Paragraph 8
shall be held in escrow in the office of David B. Stocker, Esq.
until the remaining $50,000 has been paid in full, and that said
certificate shall be released to PIERSON & NIEDERDORFER only upon
the full payment of said $50,000. The parties further agree that
concurrent with the execution of this Agreement, PIERSON &
NIEDERDORFER shall execute an irrevocable stock power for said
certificate, and that in the event the $50,000 has not been paid
in full by December 31,1999, the shares representing the
certificate may be sold and all of the proceeds from the sale (s)
of said shares shall be distributed pro rata to the parties then
entitled to said monies.
10. Upon execution of these Articles of Exchange, the Board
of Directors of AUTOCAPITAL shall instruct Holladay Stock
Transfer Agency ("Transfer Agent"), 2939 North 67th Place,
Scottsdale, AZ 85251, to transfer and issue the shares according
to the capitalization table set forth in Paragraph 8 above. The
shares shall be held in trust until the effective date and then
exchanged and described herein, and each certificate shall be
exchanged without cost to the shareholder. Any additional or
mutable exchanges requested by the sole shareholder of WAPRO B.V.
will be charged the prevailing rate by the transfer agent. In
the event of the termination or abandonment by either Party prior
to the effective date, any shares held by the transfer agent will
be promptly returned via registered mail to each original
shareholder.
11. BOOK ENTRIES. This exchange of shares shall be treated
as a reverse merger for accounting purposes under United States
Generally Accepted Accounting Principals, and is intended as a
"tax-free" exchange.
12. BOARD OF DIRECTORS AND OFFICERS. Upon the effective
date, the Officers and the members of the Board of Directors of
AUTOCAPITAL shall resign. Upon the effective date, the new
members of the Board of Directors and Officers of AUTOCAPITAL
shall be as follows:
C.A.R. Bongers Chairman of the Board, President and CEO
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G.J. Hietkamp Director, Executive Vice President,
Secretary
L.E. Koops CFO, Treasurer
E.A. Ratelband Director (Independent)
Such persons shall serve in such offices, respectively, for the
terms provided by law or in the Bylaws, or until their successors
are duly elected and qualified.
13. REVERSE-SPLIT. Upon the Effective Date, the Officers
and Directors of AUTOCAPITAL agree and warrant not to effectuate
a reverse split of the issued and outstanding common stock of the
merged companies for a period of ninety (90) days subsequent to
the Effective Date.
14. REGULATION S. Upon the Effective Date and thereafter,
the Officers and Directors of AUTOCAPITAL warrant that the
Company shall engage in all actions necessary to ensure that all
securities issued pursuant to this Agreement shall fully comply
with Regulation S which sets forth rules governing offers and
sales made outside the United States without registration under
the Securities Act of 1933
15. TERMINATION. These Articles of Exchange may be
terminated and abandoned by action of the Board of Directors of
either Party or by mutual agreement by both Parties at any time
prior to the effective date. Upon termination or abandonment,
these Articles of Exchange shall become void and of no force and
effect and there shall be no further liability or obligation
hereunder on the part of either of the parties, their Boards of
Directors, nor their Shareholders.
16. SERVICE OF PROCESS. AUTOCAPITAL may be served with
process in the State of Nevada in any proceeding for enforcement
of all obligations arising from these Articles of Exchange,
including those obligations to dissenting shareholders.
17. AUTHORIZATION. These Articles of Exchange were duly
authorized by a majority of the shareholders and directors of
AUTOCAPITAL at a Special Meeting held on July 26, 1998, wherein
specific authorization was given to complete the Articles of
Exchange according to the plan of exchange with WAPRO B.V. the Managing
Director and sole shareholder of WAPRO B.V. approved
these Articles of Exchange on August 6, 1999.
18. TAX IDENTIFICATION NUMBER. Subsequent to the effective
date, AUTOCAPITAL shall immediately notify the Internal Revenue
Service of the new officers, directors and address of the merged
entities.
19. COST. WAPRO B.V. shall be solely responsible for all
costs attendant to this Agreement, with the exception that
AUTOCAPITAL shall be responsible for its own attorney's fees.
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20. INDEMNIFICATION. The Board of Directors of AUTOCAPITAL hereby
indemnify and hold harmless the Managing Director of WAPRO B.V. for any and
all financial statements regarding AUTOCAPITAL, and AUTOCAPITAL represents
same as being the true and complete financial position of AUTOCAPITAL. The
Managing Director of WAPRO B.V. hereby indemnifies and holds harmless the
Board of Directors of AUTOCAPITAL for any and all financial statements
regarding WAPRO B.V., and WAPRO B.V. represents same as being the true and
complete financial position of WAPRO B.V. WAPRO B.V. further agrees to
complete a consolidated audited financial statement of WAPRO B.V. and
AUTOCAPITAL subsequent to the share exchange encompassed by this Agreement.
21. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and may include one version in English and one version in Dutch,
each of which when so executed, shall constitute an original copy hereof, but
all of which together shall constitute one and the same document.
22. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties with respect to the transactions contemplated
hereby, and any previous agreements or understandings between the parties
regarding the subject matter hereof are merged into and superseded by this
Agreement.
23. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Nevada and the Country of The Netherlands.
24. AMENDMENT OF AGREEMENT. Notwithstanding anything to the contrary
in this Agreement, to the extent permitted by law, this Agreement may be
amended, supplemented or interpreted at any time by written instrument duly
executed by each of the parties hereto which shall have been authorized by
appropriate action taken by the board of directors of the parties hereto and,
in the case of an interpretation, the actions of such board of directors
shall be binding.
IN WITNESS WHEREOF, each of the Parties hereto, pursuant to authority
duly granted to each by their respective board of directors, has caused these
Articles of Exchange between AUTOCAPITAL, WAPRO B.V., C.A.R. BONGERS HOLDING
MEDDO B.V., and PIERSON & NIEDERDORFER, to be executed by its respective
authorized officers on the date first written above.
AUTOCAPITAL
(a Nevada Corporation)
By: /s/ Whitaker B. Irvin
----------------------------------
Whitaker B. Irvin, President
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By: /s/ Teresa Williams Irvin
----------------------------------
Teresa Williams Irvin, Secretary
WAPRO B.V.
(a Closed Company with Limited Liability organized
under the laws of The Netherlands)
By: /s/ C.A.R. Bongers
----------------------------------
C.A.R Bongers, Managing Director
C.A.R. BONGERS HOLDING MEDDO B.V.
(a Closed Company with Limited Liability organized
under the laws of The Netherlands,
and sole shareholder of WAPRO B.V.)
By: /s/ C.A.R. Bongers
----------------------------------
C.A.R Bongers, Managing Director
PIERSON & NIEDERDORFER
(a Trust organized under the laws of Liechtenstein)
By:
----------------------------------
Herr Dr. Alexander F. Abfalterer, Trustee
(Investment Bankers for WAPRO B.V.)
PIERSON & NIEDERDORFER ANSTALT
(a company organised under the laws of the Principality of Liechtenstein)
By: /s/Dr. Alexander Abfalterer
..................................
Dr. Alexander Abfalterer, as director
of Pierson & Niederdorfer Anstalt
always provided, that the attached letter (Annex 1)
serves as a binding Exhibit to this agreement.
Die Echtheit der Unterschrift des
Herrn Dr. Alexander ABFALTERER
In der Grutza 3, A-6800 Feldkirch
wird beglaubigt.
Furstliches Landgericht, Kanzlei
Vaduz, am 13 AUG 1999
[SEAL]
/s/ Beck
Max Beck
Urkundsperson PAGE 8
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STATE OF New Mexico )
) SS.
County of [ILLEGIBLE] )
SUBSCRIBED AND SWORN TO before me this 29th day of July, 1999, by
Whitaker B. Irvin.
/s/ [ILLEGIBLE]
-----------------------------
Notary Public
My Commission Expires: 1/21/2001
-----------------------------
STATE OF NEW MEXICO )
) SS.
County of Lincoln )
SUBSCRIBED AND SWORN TO before me this 28th day of July, 1999, by
Teresa Williams Irvin.
/s/ Rachel Muldowney
-----------------------------
Notary Public
My Commission Expires: 5/15/2002
-----------------------------
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Annex 1
AMENDMENTS AND RECTIFICATIONS TO THE ARTICLES OF
EXCHANGE AND PLAN OF MERGER AND REORGANISATION
BY AND BETWEEN
AUTOCAPITAL, WAPRO B. V., C. A. R. BONGERS HOLDING MEDDO B. V.
AND PIERSON & NIEDERDORFER ANSTALT
_____________________________________________________________________________
Whereas, the Articles of Exchange and Plan of Merger and Reorganisation by
and between the above mentioned parties names Pierson & Niederdorfer, a
trust organised under the laws of Liechtenstein, the parties state as follows:
Pierson & Niederdorfer Anstalt is a company existing and organised under the
laws of the Principality and Liechtenstein, represented by its directors Mr
Bryan Jeeves, OBE, lic.rer.pol. Alexander B. Jeeves, Dr.iur. Alexander
Abfalterer and Lexadmin Trust Company Limited, each having single
signatory right. The company is domiciled at Stadtle 7, POB 70, 9490 Vaduz,
Liechtenstein.
It is therefore agreed that wherever in the said agreement Pierson
Niederdorfer is named, it has the meaning Pierson & Niederdorfer Anstalt.
[SEAL]
Vaduz, 13 August 1999
Die Echtheit der Unterschrift
Herrn Dr. Alexander ABFALTERER
In der Grutza 3, A-6800 Feldkirch
wird beglaubigt.
/s/ Dr. Alexander Abfalterer
................................... Furstliches Landgericht, Kanzlei
Pierson & Niederdorfer Anstalt Vaduz, am 13.AUG.1999
/s/ Beck
Max Beck
Urkundsperson
/s/ C.A.R. Bongers
................................... ........................................
Autocapital Wapro B. V.
/s/ C.A.R. Bongers
....................................
C. A. R. Bongers Holding Meddo B. V.
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Annex 1
AMENDMENTS AND RECTIFICATIONS TO THE ARTICLES OF EXCHANGE AND PLAN OF MERGER
AND REORGANISATION BY AND BETWEEN AUTOCAPITAL, WAPRO B. V., C. A. R. BONGERS
HOLDING MEDDO B. V. AND PIERSON & NIEDERDORFER ANSTALT
_______________________________________________________________________________
Whereas, the Articles of Exchange and Plan of Merger and Reorganisation by
and between the above mentioned parties names Pierson & Niederdorfer, a
trust organised under the laws of Liechtenstein, the parties state as follows:
Pierson & Niederdorfer Anstalt is a company existing and organised under the
laws of the Principality and Liechtenstein, represented by its directors Mr
Bryan Jeeves, OBE, lic.rer.pol. Alexander B. Jeeves and Dr.iur. Alexander
Abfalterer, each having single signatory right. The company is domiciled at
Stadtle 7, POB 70, 9490 Vaduz, Liechtenstein.
It is therefore agreed that where ever in the said agreement Pierson &
Niederdorfer is named, it has the meaning Pierson & Niederdorfer Anstalt.
Vaduz, 13 August 1999
..............................
Pierson & Niederdorfer Anstalt
/s/ Whitaker B. Irvin
.............................. ..............................
Autocapital Wapro B. V.
Whitaker B. Irvin (President)
....................................
C. A. R. Bongers Holding Meddo B. V.
