Exhibit 2.1
Plan and Agreement of Merger
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PLAN AND AGREEMENT OF MERGER
AGREEMENT OF MERGER made the day of September, 1986, between BORDEN
COMPANIES, INC., a Delaware corporation, (hereinafter called "Borden"), and a
majority of the directors thereof, and AMAZE INCORPORATED, a Utah corporation
(hereinafter called "Amaze"), and a majority of the directors thereof.
WHEREAS, Amaze has an authorized capital stock consisting of 50,000,000
shares of Common Stock, par value $.001 per share, of which 5,000,000 shares
have been duly issued and are now outstanding, and
WHEREAS, Borden has an authorized capital stock consisting of
50,000,000 shares of Common Stock, par value $.001 per share, of which 1,000,000
shares are duly issued and outstanding.
WHEREAS, at a special meeting of the shareholders of Das A. Borden and
Company, Inc., an Alabama corporation (hereinafter called "DAB") a plan of
reorganization was approved pursuant to which DAB will exchange all of its
shares for 6,000,000 shares of Amaze and Amaze shall assume all of the
operations, liabilities and obligations of DAB (such transfer and exchange of
shares and assumption of operations and obligations of DAB by Borden shall be
hereinafter called the "Reorganization); and
WHEREAS, the Board of Directors of Borden and Amaze, respectively, deem
it advisable and generally to the advantage and welfare of the two corporate
parties and their respective shareholders that Amaze merge with Borden under and
pursuant to the provisions of Subchapter IX of the General Corporation Law of
Delaware and of Sections 16-10-66 through 16-10-71 of the Utah Business
Corporation Act.
NOW, THEREFORE in consideration of the premises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:
1. Merger. Promptly after the Reorganization, Amaze shall be merged
into Borden.
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2. Effective Date. This Agreement of Merger shall become effective
immediately upon compliance with the laws of the States of Delaware and Utah,
the time of such effectiveness being hereinafter called the Effective Date.
3. Surviving corporation, Borden shall survive the merger herein
contemplated and shall continue to be governed by the laws of the State of
Delaware, but the separate corporate existence of Amaze shall cease forthwith
upon the Effective Date.
4. Certificate of Incorporation. The Certificate of Incorporation and
Certificate of Correction set forth as Exhibit A hereto shall be the composite
Certificate of Incorporation and Certificate of Correction of Borden following
the Effective Date unless and until the same shall be amended or repealed in
accordance with the provisions thereof, which power to amend or repeal is hereby
expressly reserved, and all rights or powers of whatsoever nature conferred in
such Certificate of Incorporation of herein upon any shareholder or director or
officer of Borden or upon any other person whomsoever are subject to this
reserve power. Such Certificate of Incorporation shall constitute the
Certificate of Incorporation of Borden separate and apart from this Agreement of
Merger and may be separately certified as the Certificate of Incorporation of
Borden.
5. Bylaws. The Bylaws set forth as Exhibit B hereto shall be the
Bylaws of Borden following the Effective Date unless and until the same shall be
amended or repealed in accordance with the provisions thereof.
6. Authorized capital. The authorized capital stock of Borden
following the Effective Date shall be 50,000,000 shares of Common Stock, par
value $.001 per share, unless and until the same shall be changed in accordance
with the laws of the State of Delaware.
7. Further assurance of title. If at any time Borden shall consider or
be advised that any acknowledgements or assurances in law or other similar
actions are necessary or desirable in order to acknowledge or confirm in and to
Borden any right, title, or interest of Amaze held immediately prior to the
Effective Date, Amaze and its proper officers and directors shall and will
execute and deliver all such acknowledgements or assurances in law and do all
things necessary or proper to acknowledge or confirm such right, title, or
interest in Borden as shall be necessary to carry out the purposes of this
Agreement of Merger, and Borden and the proper officers and directors thereof
are fully authorized to take any and all such action in the name of Amaze or
otherwise.
8. Conversion of outstanding stock. Forthwith upon the Effective Date,
each of the issued and outstanding shares of Common Stock of Amaze and all
rights in respect thereof shall be converted into one fully paid and
nonassessable share of Common Stock of Borden, and each certificate nominally
representing shares of Common Stock of Amaze shall for all purposes be deemed to
evidence the ownership of a like manner of shares of Common Stock of Borden. The
holders of such certificates shall not be required immediately to surrender the
same in exchange for certificates of Common Stock of Borden but, as certificates
nominally representing shares of Common Stock of Amaze are surrendered for
transfer, Borden will cause to be issued certificates representing shares of
Common Stock of Borden and, at any time upon
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surrender by any holder of certificates nominally representing shares of Common
Stock of Amaze, Borden will cause to be issued therefore certificates for a like
number of shares of Common Stock of Borden.
9. Officers and Directors. The officers and directors of Borden shall
remain the same following the Effective Date, until the annual meeting of
shareholders of Borden.
10. Retirement of organization stock. Forthwith upon the Effective
Date, each of the 1,000,000 shares of the Common Stock of Borden presently
issued and outstanding shall be retired, and no shares of Common Stock or other
securities of Borden shall be issued in respect thereof.
11. Book entries. The merger contemplated hereby shall be treated as a
pooling of interests and as of the Effective Date entries shall be made upon the
books of Borden in accordance with the following:
(a) The assets and liabilities of the Amaze shall be recorded at
the amounts at which they are carried on the books of the Amaze
immediately prior to the Effective Date with appropriate adjustment to
reflect the retirement of the 1,000,000 shares of Common Stock of
Borden presently issued and outstanding.
(b) There shall be credited to Capital Account the aggregate
amount of the par value per share of all of the Common Stock of Borden
resulting from the conversion of the outstanding Common Shares of
Amaze.
(c) There shall be credited to Capital Surplus Account an amount
equal to that carried on the Capital Surplus Account of the Amaze
immediately prior to the Effective Date.
(d) There shall be credited to Earned Surplus Account an amount
equal to that carried on the Earned Surplus Account of the Amaze
immediately prior to the Effective Date.
12. Notices. Any notice or other communication required or permitted
hereunder shall be properly given when deposited in the United States mail for
transmittal by certified or registered mail, postage prepaid, or when deposited
with a public telegraph company for transmittal, charges prepaid, addressed:
(a) In the case of Amaze, to: Das A. Borden, Amaze Incorporated,
Federal Building, 404 Avalon Avenue, Muscle Shoals, Alabama, or to such
other person or address as Amaze may from time to time furnish to
Borden.
(b) In the case of Borden, to: Das A. Borden, Borden Companies,
Inc., Federal Building, 404 Avalon Avenue, Muscle Shoals, Alabama, or
to such other person or address as Borden may from time to time furnish
to Amaze.
13. Submission to Shareholders. Both parties warrant that this
Agreement shall be submitted separately to the shareholders of the constituent
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corporations in the manner provided by the laws of the State of Utah and the
State of Delaware for approval.
14. Termination. This Agreement of Merger may be terminated and
abandoned by action of the Board of Directors of Amaze at any time prior to the
Effective Date, whether before or after approval by the shareholders of the two
corporate parties hereto.
IN WITNESS WHEREOF each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has cause this Agreement of
Merger to be executed by a majority of its directors and its corporate seal to
be hereunto affixed.
EXECUTED on the ___ day of September, 1986.
BORDEN COMPANIES, INC., a
Delaware corporation
By: /s/ DAS A. BORDEN
---------------------------------
Das A. Borden, Director
By: /s/ JERRY W. BORDEN
---------------------------------
Jerry W. Borden, Director
By: /s/ MAURICE C. MITCHELL
---------------------------------
Maurice C. Mitchell, Director
AMAZE INCORPORATED, a Utah Corporation
By: /s/ DAS A. BORDEN
---------------------------------
Das A. Borden, Director
By: /s/ JERRY W. BORDEN
---------------------------------
Jerry W. Borden, Director
By: /s/ MAURICE C. MITCHELL
---------------------------------
Maurice C. Mitchell, Director
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CERTIFICATE
OF
MERGER
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PAGE 1
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER OF "AMAZE INCORPORATED" A CORPORATION ORGANIZED AND EXISTING UNDER THE
LAWS OF THE STATE OF UTAH, MERGING WITH AND INTO "BORDEN COMPANIES, INC.", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE UNDER
THE NAME OF "BORDEN COMPANIES, INC." AS RECEIVED AND FILED IN THIS OFFICE THE
SIXTH DAY OF OCTOBER, A.D., 1986, AT 9 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
: : : : : : : : : :
/s/ MICHAEL HARKINS
-----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 11004229
DATE: 11/12/1986
[CORPORATE SEAL]
DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE
DELAWARE
862790080
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CERTIFICATE OF MERGER OF
BORDEN COMPANIES, INC., A DELAWARE CORPORATION
AND AMAZE INCORPORATED, A UTAH CORPORATION
1. The names of the constituent corporations and the states under the
laws of which they are respectively organized are as follows:
Name of Corporation State
------------------- -----
Borden Companies, Inc. Delaware
Amaze Incorporated Utah
2. The Plan and Agreement of Merger has been approved, adopted,
certified, executed, and acknowledged by each of the constituent corporations in
accordance with Section 252 (c) of the Delaware General Corporation Law.
3. The surviving corporation is Borden Companies, Inc., a Delaware
Corporation.
4. The Certificate of Incorporation of Borden Companies, Inc. filed in
the office of the secretary of state of Delaware will remain the same and shall
be the Certificate of Incorporation of the surviving corporation.
5. As to each of the undersigned corporations, the number of shares
outstanding, entitled to vote on the Plan and Agreement of Merger, are as
follows:
Number of
Name of Shares
Corporation Outstanding
----------- -----------
Borden Companies, Inc. 1,000,000
Amaze Incorporated 5,000,000
6. As to each of the undersigned corporations, the total number of
shares voted for and against such Plan, respectively, and as to each entitled to
vote thereon as a class, the number of shares of such class voted for an against
such Plan, respectively, are as follows:
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Number of Shares
-------------------------
Total
Name of Total Voted
Corporation Voted for Against
----------- --------- -------
Borden Companies, Inc. 1,000,000 0
Amaze Incorporated 4,200,000 0
7. The authorized capital stock of Amaze Incorporated is 50,000,000
shares, par value $.001.
8. The executed Plan and Agreement of Merger is available at the
principal place of business of Borden Companies, Inc. A copy of which will be
furnished by Borden Companies, Inc. on request and without cost to any
shareholder of Amaze Incorporated. Requests may be sent to:
Borden Companies, Inc.
Federal Building
404 Avalon Avenue
Muscle Shoals, Alabama 35661
9. Borden Companies, Inc., the surviving corporation hereby: (a) agrees
that it may be served with process in the State of Utah in any proceeding for
the enforcement of any obligation of the undersigned Utah corporation and in any
proceeding for the enforcement of the rights of a dissenting shareholder of such
Utah corporation against the surviving corporation; (b) irrevocably appoints the
Division of Corporations and Commercial Code of Utah as its agent to accept
service of process in any such proceedings; and (c) agrees that it will promptly
pay to the dissenting shareholders of such Utah corporation the amount, if any,
to which they shall be entitled under the provisions of the Utah Business
Corporation Act with respect to the rights of dissenting shareholders.
DATED: September 24, 1986.
AMAZE INCORPORATED,
A Utah corporation
By: /s/ DAS. A. BORDEN
------------------------------
Das A. Borden, President
By: /s/ MAURICE C. MITCHELL
------------------------------
Maurice C. Mitchell, Secretary
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BORDEN COMPANIES, INC.
A Delaware corporation
By: /s/ DAS A. BORDEN
------------------------------
Das A. Borden, President
By: /s/ MAURICE C. MITCHELL
------------------------------
Maurice C. Mitchell, Secretary
THE STATE OF ALABAMA $
$
COUNTY OF COLBERT $
BEFORE ME, the undersigned authority, a Notary Public in and for the
State of Alabama, on this day personally appeared DAS A. BORDEN, President of
AMAZE INCORPORATED, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same as a duly authorized officer of such corporation, and as the act and
deed of such corporation, for the purposes and consideration therein expressed,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 24th day of September,
1986.
/s/ JANE SPRINGER
--------------------------------
Notary Public: State of Alabama
My Commission Expires: JANE SPRINGER
--------------------------------
2/2/90 (Printed or Typed Name of Notary)
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THE STATE OF ALABAMA $
$
COUNTY OF COLBERT $
BEFORE ME, the undersigned authority, a Notary Public in and for the
State of Alabama, on this day personally appeared DAS A. BORDEN, President of
BORDEN COMPANIES, INC., known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same as a duly authorized officer of such corporation, and as the act and
deed of such corporation, for the purposes and consideration therein expressed,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 24th day of September,
1986.
/s/ JANE SPRINGER
--------------------------------
Notary Public: State of Alabama
My Commission Expires: JANE SPRINGER
--------------------------------
2/2/90 (Printed or Typed Name of Notary)
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