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EXHIBIT 2.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
KASTAR SATELLITE COMMUNICATIONS CORP.
(A COLORADO CORPORATION)
INTO
KASTAR SATELLITE COMMUNICATIONS CORP.
(A DELAWARE CORPORATION )
(Pursuant to Sections 103 and 253 of the
General Corporation Law of the State of Delaware)
KASTAR SATELLITE COMMUNICATIONS CORP., a Colorado corporation (the
"Corporation"), DOES HEREBY CERTIFY:
1. The Corporation is incorporated pursuant to the Colorado Business
Corporation Act.
2. The Corporation owns 100% of the outstanding shares of each class of
capital stock of KaStar Satellite Communications Corp. a Delaware corporation
(the "Subsidiary").
3. The Board of Directors of the Corporation duly adopted the
resolutions attached hereto as Annex A by unanimous written consent pursuant to
Section 7-108-202 of the Colorado Business Corporation Act effective May 20,
1999 adopting the Agreement and Plan of Merger attached hereto as Annex B
providing for, among other things, the merger of the Corporation with and into
the Subsidiary pursuant to Section 253 of the Delaware General Corporation Law
and Section 7-111-104 of the Colorado Business Corporation Act (the "Merger"),
with the Subsidiary surviving the Merger.
4. The shareholders of the Corporation duly approved the Merger by
unanimous written consent pursuant to Section 7-107-104 of the Colorado Business
Corporation Act and the Corporation's Bylaws. The number of votes cast for the
Merger by each voting group of the Corporation entitled to vote separately on
the merger was sufficient for approval by such voting group.
5. The Merger shall be effective upon the date of filing of this
Certificate of Ownership and Merger with the Secretary of State of the State of
Delaware and the filing of articles of merger with the Colorado Secretary of
State.
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IN WITNESS WHEREOF, KaStar Satellite Communications Corp., a Colorado
corporation, has caused this Certificate of Ownership and Merger to be executed
in its corporate name this 20th day of May, 1999.
KASTAR SATELLITE
COMMUNICATIONS CORP.
By: /s/ David M. Brown
---------------------------
Name: David M. Brown
Title: Vice-President
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ANNEX A
RESOLVED, that the Agreement and Plan of Merger dated May 20, 1999
providing for the merger of the Company [KaStar Satellite Communications Corp.,
a Colorado corporation] with and into KaStar Delaware [KaStar Satellite
Communications Corp., a Delaware corporation], with the KaStar Delaware
surviving the Merger, be and hereby is adopted and approved pursuant to Section
7-111-104 of the Colorado Business Corporation Act and Section 253 of the
Delaware General Corporation Law; and
FURTHER RESOLVED, that the proper officers of the Company be
and hereby are authorized and directed to execute and file articles of merger
with the Colorado Secretary of State and a certificate of ownership and merger
with the Delaware Secretary of State effecting the Merger and to take such
further actions as may be necessary or desirable to carry out the Merger.
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ANNEX B
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger dated as of May 20, 1999 by and among
KaStar Satellite Communications Corp., a Delaware corporation ("KaStar
Delaware"), and KaStar Satellite Communications Corp., a Colorado corporation
("KaStar Colorado").
The Board of Directors of KaStar Colorado deems it in the best
interests of KaStar Colorado to reincorporate in the State of Delaware pursuant
to a merger of KaStar Colorado with and into KaStar Delaware, a newly-formed
Delaware corporation and a wholly-owned subsidiary of KaStar Colorado.
THEREFORE, the parties agree as follows:
1. Merger of KaStar Colorado and KaStar Delaware. At the Effective Time
(as defined in Section 5 below), KaStar Colorado will be merged with and into
KaStar Delaware pursuant to the provisions of Section 253 of the Delaware
General Corporation Law (the "DGCL") and Section 7-111-104 of the Colorado
Business Corporation Act (the "CBCA"), with KaStar Delaware surviving the
merger.
2. Conversion of Securities. Pursuant to the merger, (i) each share of
the no par value common stock of KaStar Colorado outstanding immediately prior
to the Effective Time will be converted into 47,750 shares of the Series A
Preferred Stock, $.001 par value, of KaStar Delaware, and (ii) each share of the
Common Stock, $.001 par value, of KaStar Delaware outstanding immediately prior
to the Effective Time shall be cancelled. As a result of the merger, the
shareholders of KaStar Colorado will become the shareholders of KaStar Delaware.
Until surrendered for exchange at the corporate offices of KaStar Delaware,
certificates previously representing shares of common stock of KaStar Colorado
shall be deemed for all corporate purposes to represent the number of shares of
Series A Preferred Stock of KaStar Delaware resulting from the merger.
3. Assumption of Option Plan. KaStar hereby assumes all obligations
under and pursuant to KaStar Colorado's Employee Stock Option Plan and all Stock
Option Agreements executed by KaStar Colorado. Pursuant to the merger and the
term of such agreements, each option to acquire a share of the no par value
common stock of KaStar Colorado will be converted into the option to acquire
47,750 shares of the Series A Preferred Stock, $.001 par value, of KaStar
Delaware, and the exercise price for such each such share shall be reduced by
dividing the exercise price in effect immediately before the merger by 47,450.
4. Other Effects of the Merger. As of the Effective Time, the
Certificate of
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Incorporation and by-laws of KaStar Delaware in effect immediately prior to the
Effective Time will be the Certificate of Incorporation and by-laws of the
surviving corporation, and the directors and officers of KaStar Delaware in
office immediately prior to the Effective Time shall be the directors and
officers of the surviving corporation. The merger shall also have the other
effects provided by the DGCL and the CBCA. Without limiting the generality of
the foregoing, and subject thereto, at the Effective Time, all property rights,
privileges, powers and franchises of KaStar Colorado shall vest in KaStar
Delaware, and all debts, liabilities and duties of KaStar Colorado shall become
debts, liabilities and duties of KaStar Delaware.
4. Corporate Approvals. This Agreement and Plan of Merger and the
transactions contemplated hereby have been duly approved by the Board of
Directors and shareholders of KaStar Colorado and KaStar Delaware.
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5. Effective Time. The transactions contemplated by this Agreement
shall be effective as of the date and time (the "Effective Time") as of which
(i) a certificate of ownership and merger shall have been filed with the
Delaware Secretary of State pursuant to Section 253 of the DGCL, and (ii)
articles of merger shall have been filed with the Colorado Secretary of State
pursuant to Section 7-111-105 of the CBCA.
*****
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by the undersigned thereunto duly authorized.
KASTAR SATELLITE COMMUNICATIONS
CORP., a Colorado Corporation
By: /s/ Thomas E. Moore
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Thomas E. Moore, President
KASTAR SATELLITE COMMUNICATIONS
CORP., a Delaware corporation
By: /s/ Thomas E. Moore
-------------------------------------
Thomas E. Moore, President
