UNITED STATES
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 (Date of earliest event reported): December 22, 1999
ASIA SUPERNET CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-7619 93-0636333
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1281 Alberni Street, Vancouver, British Columbia Canada V6E 4R4
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(Address of principal executive offices) (Zip Code)
(604) 685-8318
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(Registrant's telephone number, including area code)
POWERSOFT TECHNOLOGIES INC.
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(Former name or former address of registrant, if changed since last report)
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Item 5. OTHER EVENTS
At a Special Meeting of Shareholders of Powersoft Technologies Inc., a
Delaware corporation ("Powersoft"), held on November 10, 1999, the shareholders
of Powersoft and the shareholders of Asia SuperNet Corporation, a Colorado
corporation ("Asia SuperNet"), approved a proposal to reincorporate Powersoft
under the laws of Colorado pursuant to an Agreement and Plan of Merger (the
"Agreement") between Powersoft and Asia SuperNet (the "Reincorporation Merger").
The Reincorporation Merger was effective as of December 22, 1999. Approximately
53.03% of the holders of the common stock of Powersoft voted in favor of the
Reincorporation Merger. Powersoft had no other classes of stock issued and
outstanding. Upon completion of the Reincorporation Merger, Powersoft ceased to
exist and by operation of law, all of the assets of Powersoft were vested in
Asia SuperNet and Asia SuperNet acquired all of the liabilities of Powersoft. As
a result of the Reincorporation Merger, each thirty outstanding shares of
Powersoft's common stock were automatically converted into one share of Asia
SuperNet's common stock. Under Rule 12g-3(a) adopted under the Securities
Exchange Act of 1934 (the "Act"), the common stock of Asia SuperNet issued to
the holders of the common stock of Powersoft pursuant to the Reincorporation
Merger automatically became registered under Section 12 of the Act.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Description
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2.1 Agreement and Plan of Merger
2.2 Certificate of Merger
2.3 Articles of Merger
2.4 Certificate of Correction
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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 hereunto duly authorized.
ASIA SUPERNET CORPORATION
Dated: December 30, 1999 By: /s/ Robert H. Trapp
--------------------------------
Robert H. Trapp
Secretary and Treasurer
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of the 1st day of
October, 1999, is by and between POWERSOFT TECHNOLOGIES INC., a Delaware
corporation located at 650 West Georgia Street - Suite 1600, P. O. Box 11586,
Vancouver, B. C., Canada V6B4N8 ("Technologies"), and ASIA SUPERNET CORPORATION,
a Colorado corporation located at 650 West Georgia Street - Suite 1600, P. O.
Box 11586, Vancouver, B. C., Canada V6B4N8.
RECITALS
Technologies and Asia desire to merge Technologies with and into Asia, all
in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
conditions and agreements herein contained, and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which hereby are
acknowledged, the parties hereto agree as follows:
I. AGREEMENT
1. The Merger. Subject to the terms and conditions of this Agreement and in
accordance with the Delaware General Corporation Law ("Delaware Law") and the
Colorado Business Corporation Act ("Colorado Law"), Technologies shall merge
with and into Asia (the "Merger") and Asia shall be the "Surviving Corporation."
Thereafter the separate existence of Technologies (except as continued by
operation of law) shall cease to exist. Hereinafter, Asia shall be referred to
either as Asia or as the Surviving Corporation.
2. Execution and Filing of Articles of Merger. As soon as is practicable
after the satisfaction or waiver of the conditions set forth in Article V below,
the parties hereto shall duly execute a Certificate of Merger and Articles of
Merger in form satisfactory to each respective party and in compliance with
Section 252 of the Delaware Law and Section 7-111-107 of the Colorado Law, in
sufficient counterparts to provide copies for filing with the Secretaries of
State of the states of Delaware and Colorado and for all parties to the
transaction. Upon such filing of fully executed counterparts of the Certificate
of Merger and Articles of Merger pursuant to the Delaware Law and the Colorado
Law, the Merger of Technologies with and into Asia shall become effective (the
"Effective Date").
3. Surviving Corporation's Articles of Incorporation and Bylaws. Asia's
Articles of Incorporation and Bylaws in effect on the Effective Date shall be
the articles of incorporation and bylaws of the Surviving Corporation. The
initial number of directors of the Surviving Corporation shall be two.
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II. CONVERSION OF SHARES
1. Conversion Rate in the Merger. Each share of Technologies $0.01 par
value common stock (the "Technologies Common Stock") which is issued but not
outstanding or is held as a treasury share on the Effective Date shall be
cancelled. Each share of Asia $0.001 par value common stock (the "Asia Common
Stock") which is issued and outstanding on the Effective Date shall be
cancelled. All shares of Technologies Common Stock which are issued and
outstanding on the Effective Date shall be converted automatically into shares
of Asia Common Stock, based upon a conversion ratio of one (1) share of Asia
Common Stock for each thirty (30) shares of Technologies Common Stock; provided,
however, that in the event such conversion ratio results in the issuance of a
partial share of Asia Common Stock to any stockholder, the number of shares of
Asia Common Stock issued to such stockholder shall be rounded up to the next
whole share of Asia Common Stock. After the Effective Date, all rights of
holders of Technologies Common Stock shall cease with respect to such shares,
except for the right to receive Asia Common Stock as provided herein. Such
shares of Technologies Common Stock shall not be transferred on the books of
Technologies or be considered to be outstanding for any purpose whatsoever.
2. Stock Certificates, Warrants and Convertible Debentures.
a. From and after the Effective Date, each certificate representing
shares of Technologies Common Stock will be deemed for all corporate
purposes to evidence ownership of shares of Asia Common Stock, based upon a
conversion ratio of one (1) share of Asia Common Stock for each thirty (30)
shares of Technologies Common Stock; provided, however, that in the event
such conversion ratio results in the issuance of a partial share of Asia
Common Stock to any stockholder, the number of shares of Asia Common Stock
issued to such stockholder shall be rounded up to the next whole share of
Asia Common Stock. In addition, from and after the Effective Date, each
option, warrant or other right to acquire Technologies Common Stock that
was outstanding immediately prior to the Effective Date will be deemed for
all corporate purposes to evidence ownership of an outstanding option,
warrant or right to acquire shares of Asia Common Stock, on the same terms
and conditions as in effect immediately prior to the Effective Date, except
that the exercise price and the number of shares of Asia common stock
underlying each option, warrant or other right will be adjusted to reflect
the 1 for 30 conversion ratio. In the event such conversion ratio results
in the issuance of a partial share of Asia Common Stock to any such holder
upon exercise of such options, warrants or rights, the number of shares of
Asia Common Stock issued to such holder upon exercise shall be rounded up
to the next whole share of Asia Common Stock.
b. Certificates representing Technologies Common Stock will be
replaced after the Effective Date only when submitted to the transfer agent
with a request that they be so replaced or when they are presented for
transfer.
c. If any holder of an outstanding certificate or certificates
representing Technologies Common Stock shall deliver to the Surviving
Corporation such affidavits, indemnity agreements or surety bonds as Asia
shall reasonably require in conformity with its customary procedure with
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respect to lost stock certificates, the Surviving Corporation shall treat
such delivery as surrender of any lost or misplaced or destroyed
certificate or certificates representing Technologies Common Stock.
3. Books and Records. The assets and liabilities of Technologies shall be
taken up on the books of the Surviving Corporation at the amount at which they
shall at that time be carried on the books of Technologies, subject to such
adjustments, if any, as may be necessary to conform to the Surviving
Corporation's accounting procedures.
4. Rights of Surviving Corporation. All of the rights, privileges,
immunities, powers and purposes of Technologies, all property, whether real,
personal and mixed, of Technologies, and all debts due to Technologies on
whichever account shall be vested in the Surviving Corporation, and all property
rights, privileges, immunities, powers and purposes and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of Technologies, and all debts, liabilities,
obligations and duties of Technologies shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if said debts,
liabilities, obligations and duties had been incurred or contracted by it.
5. Further Assurances. The parties shall each take all such reasonable and
lawful action as may be necessary or appropriate in order to effectuate the
Merger as promptly as possible.
III. TECHNOLOGIES' REPRESENTATIONS AND WARRANTIES
As an inducement to Asia to enter into this Agreement and to consummate the
transactions contemplated herein, and with knowledge that Asia will rely
thereon, Technologies represents and warrants to Asia as follows:
1. Organization, Authority and Good Standing. Technologies is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. Technologies has full corporate power and authority to make,
execute and perform this Agreement and the transactions contemplated hereby.
This Agreement is a valid and binding obligation of Technologies enforceable in
accordance with its terms.
2. Capitalization. The authorized capital stock of Technologies on the
Effective Date will consist of 30,000,000 shares of Technologies Common Stock
and 25,000,000 shares of Technologies $0.01 par value Preferred Stock. As of the
date hereof, 15,560,262 shares of Technologies Common Stock and no shares of
Technologies Preferred Stock are validly issued, fully paid and nonassessable.
3. Litigation. No litigation or proceeding is pending or threatened
relating to Technologies, which if adversely determined, would have an adverse
effect on or interfere in any way with the transactions contemplated under this
Agreement.
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4. No Further Representations and Warranties. Technologies makes no further
representations or warranties with respect to this Agreement or otherwise.
IV. ASIA'S REPRESENTATIONS AND WARRANTIES
As an inducement to Technologies to enter into this Agreement and to
consummate the transactions contemplated herein, and with knowledge that
Technologies will rely thereon, Asia represents and warrants to Technologies as
follows:
1. Organization, Authority and Good Standing. Asia is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado. Asia has full corporate power and authority to make, execute and
perform this Agreement and the transactions contemplated hereby. This Agreement
is a valid and binding obligation of Asia enforceable in accordance with its
terms.
2. Capitalization. The authorized capital stock of Asia on the Effective
Date will consist of 900,000,000 shares of Asia Common Stock and 300,000,000
shares of Asia $0.001 par value preferred stock ("Asia Preferred Stock"). As of
the date hereof, 1,000 shares of Asia Common Stock are validly issued, fully
paid and nonassessable and no shares of Asia Preferred Stock are issued.
3. Litigation. No litigation or proceeding is pending or threatened
relating to Asia which if adversely determined, would have an adverse effect on
or interfere in any way with the transactions contemplated under this Agreement.
4. No Further Representations and Warranties. Asia makes no further
representations or warranties with respect to this Agreement or otherwise.
V. CONDITIONS
1. Conditions to Obligations of Each Party to Effect the Merger. The
respective obligations of each party to effect the Merger shall be subject to
the fulfillment or waiver at or prior to the Effective Date of the following
conditions:
a. Shareholder Approval. The Merger pursuant to the terms of this
Agreement shall have been approved and adopted by the requisite vote of the
shareholders of Technologies in accordance with Section 252 of the Delaware
Law and by the requisite vote of the shareholders of Asia in accordance
with Section 7-111-103 of the Colorado Law.
b. Representations and Warranties. The representations and warranties
of Technologies and Asia contained herein shall be true and accurate as of
the Effective Date.
c. Form of Documents. All actions to be taken by the parties in
connection with the consummation of the transactions contemplated hereby
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and all documents required to effect the transactions contemplated hereby
shall be satisfactory in form and substance to the other party.
VI. MISCELLANEOUS
1. Expenses. Technologies shall pay all costs and expenses incurred or to
be incurred in preparing this Agreement and the related documents and carrying
out the transactions contemplated by this Agreement.
2. Brokers' Fees. Each party hereto represents and warrants that it has not
utilized the services of, and that it does not and will not have any liability
to, any broker or finder in connection with this Agreement or the transactions
contemplated hereby.
3. Binding Effect. This Agreement shall be binding upon the successors and
assigns of the respective parties hereto.
4. Headings. The subject headings of the articles, sections, paragraphs and
subparagraphs of this Agreement are included for purposes of convenience only
and shall not affect the construction or interpretation of any of its
provisions.
5. Waivers. Any party to this Agreement may waive any right, breach or
default which it has the right to waive; provided that such waiver will not be
effective against the waiving party unless it is in writing and specifically
refers to this Agreement. No waiver will be deemed to be a waiver of any other
matter, whenever occurring and whether identical, similar or dissimilar to the
matter waived.
6. Entire Agreement. This Agreement, including the other documents referred
to herein which form a part hereof, embodies the entire agreement and
understanding of the parties hereto in respect to the subject matter contained
herein. There are no restrictions, promises, warranties, covenants or
undertakings, other than those expressly set forth or referred to herein. This
Agreement supersedes all prior agreements and understandings among the parties
with respect to such subject matter.
7. Governing Law. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Colorado.
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IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
effective as of the day and year first above written.
POWERSOFT TECHNOLOGIES INC.,
a Delaware corporation
By: /s/ Fai H. Chan
------------------------------------
Fai H. Chan, President
ASIA SUPERNET CORPORATION,
a Colorado corporation
By: /s/ Fai H. Chan
------------------------------------
Fai H. Chan, President
6
Exhibit 2.2
CERTIFICATE
OF
MERGER
(Delaware)
THIS CERTIFICATE OF MERGER is entered into by and between the corporations
named in Article SECOND below, which are referred to herein collectively as the
"Constituent Corporations."
FIRST: The Constituent Corporations have agreed to merge and to the terms
and conditions of said merger, the mode of carrying the same into effect and the
manner and basis of converting or exchanging the shares of issued stock of each
of the Constituent Corporations into different stock, are and shall be as set
forth herein.
SECOND: The parties to this Certificate of Merger are Powersoft
Technologies Inc., a Delaware corporation ("Technologies"), and Asia SuperNet
Corporation, a Colorado corporation ("Asia").
THIRD: Asia shall be the surviving corporation (hereinafter sometimes
referred to as "Surviving Corporation").
FOURTH: Asia has authority to issue shares of two classes of stock, namely
900,000,000 shares of $0.001 par value common stock (the "Asia Common Stock")
and 300,000,000 shares of $0.001 par value preferred stock (the "Asia Preferred
Stock"), of which 1,000 shares of Asia Common Stock and no shares of Asia
Preferred Stock were issued and outstanding on the record date for approval of
the merger. An Agreement and Plan of Merger was submitted to the shareholder of
Asia for approval.
FIFTH: Technologies has authority to issue shares of two classes of stock,
namely 30,000,000 shares of $0.01 par value Common Stock (the "Technologies
Common Stock"), of which 15,560,262 shares were issued and outstanding on the
date the merger was approved, and 25,000,000 shares of $5.00 par value Preferred
Stock (the "Technologies Preferred Stock), of which no shares were issued and
outstanding on the date the merger was approved. An Agreement and Plan of Merger
was submitted to the shareholders of Technologies for approval.
SIXTH: 100% of the votes were cast by the shareholder of Asia for approval
of the merger upon the terms and conditions set forth in this Certificate of
Merger, which percentage was sufficient for approval by the shareholder of Asia
in accordance with the Articles of Incorporation of Asia and Section 7-111-107
Colorado Business Corporation Act ("Colorado Law").
SEVENTH: 53.0% of the votes were cast by the shareholders of Technologies
for approval of the merger upon the terms and conditions set forth in this
Certificate of Merger, which percentage was sufficient for approval by the
<PAGE>
shareholders of Technologies in accordance with the Articles of Incorporation of
Technologies and Section 252 of the Delaware General Corporation Law ("Delaware
Law").
EIGHTH: An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by Technologies and Asia, and is on file at
the office of Asia located at 1281 Alberni Street, Vancouver, B.C. V6E4R4
Canada. A copy of the Agreement and Plan of Merger will be provided upon request
and without cost to any stockholder of the Constituent Corporations.
NINTH: Asia's Articles of Incorporation, as amended, and Bylaws in effect
on the Effective Date, as defined below, shall be the articles of incorporation
and bylaws of the Surviving Corporation.
TENTH: The manner and basis of converting or exchanging the issued stock of
each of the Constituent Corporations into different stock or other consideration
and the treatment of any issued stock of the Constituent Corporations not to be
so converted or exchanged on the Effective Date shall be as follows:
(a) Each share of Technologies Common or Preferred Stock which is
issued but not outstanding or is issued and held as treasury shares on the
Effective Date shall be cancelled.
(b) Each share of Asia Common and Preferred Stock which is issued and
outstanding on the Effective Date shall be cancelled.
(c) All shares of Technologies Common Stock which are issued and
outstanding on the Effective Date shall be converted automatically into
shares of Asia Common Stock, based upon a conversion ratio of one (1) share
of Asia Common Stock for each thirty (30) shares of Technologies Common
Stock; provided, however, that in the event such conversion ratio results
in the issuance of a partial share of Asia Common Stock to any stockholder,
the number of shares of Asia Common Stock issued to such stockholder shall
be rounded up to the next whole share of Asia Common Stock. After the
Effective Date, all rights of holders of Technologies Common Stock shall
cease with respect to such shares, except for the right to receive Asia
Common Stock as provided herein. Such shares of Technologies Common Stock
shall not be transferred on the books of Technologies or be considered to
be outstanding for any purpose whatsoever.
(d) From and after the Effective Date, each certificate representing
shares of Technologies Common Stock will be deemed for all corporate
purposes to evidence ownership of shares of Asia Common Stock, based upon a
conversion ratio of one (1) share of Asia Common Stock for each thirty (30)
shares of Technologies Common Stock; provided, however, that in the event
such conversion ratio results in the issuance of a partial share of Asia
Common Stock to any stockholder, the number of shares of Asia Common Stock
issued to such stockholder shall be rounded up to the next whole share of
Asia Common Stock.
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(e) Each option, warrant or other right to acquire Technologies Common
Stock that was outstanding immediately prior to the Effective Date will be
deemed for all corporate purposes to evidence ownership of an outstanding
option, warrant or right to acquire shares of Asia Common Stock, on the
same terms and conditions as in effect immediately prior to the Effective
Date, except that the exercise price and the number of shares of Asia
common stock underlying each option, warrant or other right will be
adjusted to reflect the 1 for 30 conversion ratio. In the event such
conversion ratio results in the issuance of a partial share of Asia Common
Stock to any such holder upon exercise of such options, warrants or rights,
the number of shares of Asia Common Stock issued to such holder upon
exercise shall be rounded up to the next whole share of Asia Common Stock.
(f) Certificates representing Technologies Common or Preferred Stock
will be replaced after the Effective Date only when submitted to the
transfer agent with a request that they be so replaced or when they are
presented for transfer.
(g) If any holder of an outstanding certificate or certificates
representing Technologies Common or Preferred Stock shall deliver to the
Surviving Corporation such affidavits, indemnity agreements or surety bonds
as Asia shall reasonably require in conformity with its customary procedure
with respect to lost stock certificates, the Surviving Corporation shall
treat such delivery as surrender of any lost or misplaced or destroyed
certificate or certificates representing Technologies Common or Preferred
Stock.
ELEVENTH: Upon the Effective Date:
(a) the assets and liabilities of Technologies shall be taken up on
the books of the Surviving Corporation at the amount at which they shall at
that time be carried on the books of Technologies, subject to such
adjustments, if any, as may be necessary to conform to the Surviving
Corporation's accounting procedures;
(b) all of the rights, privileges, immunities, powers and purposes of
Technologies, all property, whether real, personal or mixed, of
Technologies and all debts due to Technologies on whichever account shall
be vested in the Surviving Corporation, and all property rights,
privileges, immunities, powers and purposes, and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of Technologies, and all debts, liabilities,
obligations and duties of Technologies shall thenceforth attach to the
Surviving Corporation and may be enforced against it to the same extent as
if said debts, liabilities, obligations and duties had been incurred or
contracted by it; and
(c) Asia consents to be served with process in the State of Delaware
in any proceeding for enforcement of any obligation of Asia or of
Technologies, including any suit or other proceeding to enforce the right
of any stockholders of the former Technologies as determined in appraisal
proceedings pursuant to Section 262 of the Delaware Law, and the Delaware
Secretary of State is irrevocably appointed as its agent to accept service
of process in any such suit or other proceedings. The Delaware Secretary of
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State shall mail a copy of any such process to Asia at 650 West Georgia
Street, P. O. Box 11586, Vancouver, B. C., Canada V6B4N8.
The Constituent Corporations, by mutual consent of their respective boards
of directors, may amend, modify and supplement this Certificate of Merger in
accordance with Section 252 of the Delaware Law and in such manner as may be
agreed upon by them in writing at any time before or after approval or adoption
thereof by the stockholders of any of the Constituent Corporations or all of
them; provided, however, that no such amendment, modification or supplement
shall affect the rights of the stockholders of any of the Constituent
Corporations in a manner which is materially adverse to such stockholders in the
judgment of their respective boards of directors.
This Certificate of Merger, in compliance with the laws of the State of
Delaware, and the Articles of Merger, in compliance with the State of Colorado,
both duly advised, approved, signed, acknowledged and sealed by Technologies and
Surviving Corporation, as required by the laws of the States of Delaware and
Colorado, respectively, are to be filed of record with the Secretaries of the
States of Delaware and Colorado, and the merger provided for by the Certificate
of Merger and the Articles of Merger shall become effective on the later date
the Certificate of Merger is filed with the Delaware Secretary of State or the
Articles of Merger are filed with the Colorado Secretary of State (the
"Effective Date"), and the separate existence of Technologies, except insofar as
continued by statute, shall cease on the Effective Date.
IN WITNESS WHEREOF, Technologies and Asia, the corporate parties to the
merger, have caused this Certificate of Merger to be signed in their respective
corporate names and on their behalf by their respective Secretaries and
Treasurers as of the 22nd day of December, 1999.
POWERSOFT TECHNOLOGIES INC.,
a Delaware corporation
By: /s/ Robert H. Trapp
----------------------------------------
Robert H. Trapp, Secretary and Treasurer
ASIA SUPERNET CORPORATION
a Colorado corporation
By: /s/ Robert H. Trapp
----------------------------------------
Robert H. Trapp, Secretary and Treasurer
4
Exhibit 2.3
ARTICLES
OF
MERGER
(Colorado)
THESE ARTICLES OF MERGER are entered into by and between the corporations
named in Article SECOND below, which are referred to herein collectively as the
"Constituent Corporations."
FIRST: The Constituent Corporations have agreed to merge and to the terms
and conditions of said merger, the mode of carrying the same into effect and the
manner and basis of converting or exchanging the shares of issued stock of each
of the Constituent Corporations into different stock, are and shall be as set
forth herein.
SECOND: The parties to these Articles of Merger are Powersoft Technologies
Inc., a Delaware corporation ("Technologies"), and Asia SuperNet Corporation, a
Colorado corporation ("Asia").
THIRD: Asia shall be the surviving corporation (hereinafter sometimes
referred to as "Surviving Corporation"). The principal office of the Surviving
Corporation in its tate of incorporation is 1700 Lincoln Street, 31st Floor,
Denver, Colorado 80203.
FOURTH: Asia has authority to issue shares of two classes of stock, namely
900,000,000 shares of $0.001 par value common stock (the "Asia Common Stock")
and 300,000,000 shares of $0.001 par value preferred stock (the "Asia Preferred
Stock"), of which 1,000 shares of Asia Common Stock and no shares of Asia
Preferred Stock were issued and outstanding on the record date for approval of
the merger. An Agreement and Plan of Merger was submitted to the shareholder of
Asia for approval.
FIFTH: Technologies has authority to issue shares of two classes of
stock, namely 30,000,000 shares of $0.01 par value Common Stock (the
"Technologies Common Stock"), of which 15,560,262 shares were issued and
outstanding on the date the merger was approved, and 25,000,000 shares of $0.01
par value Preferred Stock (the "Technologies Preferred Stock), of which no
shares were issued and outstanding on the date the merger was approved. An
Agreement and Plan of Merger was submitted to the shareholders of Technologies
for approval.
SIXTH: 100% of the votes were cast by the shareholder of Asia for approval
of the merger upon the terms and conditions set forth in these Articles of
Merger, which percentage was sufficient for approval by the shareholder of Asia
in accordance with the Articles of Incorporation of Asia and Section 7-111-107
Colorado Business Corporation Act ("Colorado Law").
SEVENTH: 53.0% of the votes were cast by the shareholders of Technologies
for approval of the merger upon the terms and conditions set forth in these
Articles of Merger, which percentage was sufficient for approval by the
shareholders of Technologies in accordance with the Articles of Incorporation of
<PAGE>
Technologies and Section 252 of the Delaware General Corporation Law ("Delaware
Law").
EIGHTH: On October 1, 1999, the boards of directors of Asia and
Technologies, by majority vote of these entire Boards of Directors, each duly
adopted a resolution declaring that a merger, substantially upon the terms and
conditions set forth in these Agreement and Plan of Merger, was advisable and
directed their submission to the stockholders of the respective corporations.
Accordingly, the Agreement and Plan of Merger has been duly approved, adopted,
certified, executed and acknowledged by Asia and Technologies, and is on file at
the office of Asia located at 1281 Alberni Street, Vancouver, B.C. V6E4R4
Canada. A copy of the Agreement and Plan of Merger will be provided upon request
and without cost to any stockholder of the Constituent Corporations.
NINTH: Asia's Articles of Incorporation, as amended, and Bylaws in effect
on the Effective Date, as defined below, shall be the articles of incorporation
and bylaws of the Surviving Corporation.
TENTH: The manner and basis of converting or exchanging the issued stock of
each of the Constituent Corporations into different stock or other consideration
and the treatment of any issued stock of the Constituent Corporations not to be
so converted or exchanged on the Effective Date shall be as follows:
(a) Each share of Technologies Common or Preferred Stock which is
issued but not outstanding or is issued and held as treasury shares on the
Effective Date shall be cancelled.
(b) Each share of Asia Common and Preferred Stock which is issued and
outstanding on the Effective Date shall be cancelled.
(c) All shares of Technologies Common Stock which are issued and
outstanding on the Effective Date shall be converted automatically into
shares of Asia Common Stock, based upon a conversion ratio of one (1) share
of Asia Common Stock for each thirty (30) shares of Technologies Common
Stock; provided, however, that in the event such conversion ratio results
in the issuance of a partial share of Asia Common Stock to any stockholder,
the number of shares of Asia Common Stock issued to such stockholder shall
be rounded up to the next whole share of Asia Common Stock. After the
Effective Date, all rights of holders of Technologies Common Stock shall
cease with respect to such shares, except for the right to receive Asia
Common Stock as provided herein. Such shares of Technologies Common Stock
shall not be transferred on the books of Technologies or be considered to
be outstanding for any purpose whatsoever.
(d) From and after the Effective Date, each certificate representing
shares of Technologies Common Stock will be deemed for all corporate
purposes to evidence ownership of shares of Asia Common Stock, based upon a
conversion ratio of one (1) share of Asia Common Stock for each thirty (30)
shares of Technologies Common Stock; provided, however, that in the event
such conversion ratio results in the issuance of a partial share of Asia
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Common Stock to any stockholder, the number of shares of Asia Common Stock
issued to such stockholder shall be rounded up to the next whole share of
Asia Common Stock.
(e) Each option, warrant or other right to acquire Technologies Common
Stock that was outstanding immediately prior to the Effective Date will be
deemed for all corporate purposes to evidence ownership of an outstanding
option, warrant or right to acquire shares of Asia Common Stock, on the
same terms and conditions as in effect immediately prior to the Effective
Date, except that the exercise price and the number of shares of Asia
common stock underlying each option, warrant or other right will be
adjusted to reflect the 1 for 30 conversion ratio. In the event such
conversion ratio results in the issuance of a partial share of Asia Common
Stock to any such holder upon exercise of such options, warrants or rights,
the number of shares of Asia Common Stock issued to such holder upon
exercise shall be rounded up to the next whole share of Asia Common Stock.
(f) Certificates representing Technologies Common or Preferred Stock
will be replaced after the Effective Date only when submitted to the
transfer agent with a request that they be so replaced or when they are
presented for transfer.
(g) If any holder of an outstanding certificate or certificates
representing Technologies Common or Preferred Stock shall deliver to the
Surviving Corporation such affidavits, indemnity agreements or surety bonds
as Asia shall reasonably require in conformity with its customary procedure
with respect to lost stock certificates, the Surviving Corporation shall
treat such delivery as surrender of any lost or misplaced or destroyed
certificate or certificates representing Technologies Common or Preferred
Stock.
ELEVENTH: Upon the Effective Date:
(a) the assets and liabilities of Technologies shall be taken up on
the books of the Surviving Corporation at the amount at which they shall at
that time be carried on the books of Technologies, subject to such
adjustments, if any, as may be necessary to conform to the Surviving
Corporation's accounting procedures; and
(b) all of the rights, privileges, immunities, powers and purposes of
Technologies, all property, whether real, personal or mixed, of
Technologies and all debts due to Technologies on whichever account shall
be vested in the Surviving Corporation, and all property rights,
privileges, immunities, powers and purposes, and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of Technologies, and all debts, liabilities,
obligations and duties of Technologies shall thenceforth attach to the
Surviving Corporation and may be enforced against it to the same extent as
if said debts, liabilities, obligations and duties had been incurred or
contracted by it.
The Constituent Corporations, by mutual consent of their respective boards
of directors, may amend, modify and supplement these Articles of Merger in
accordance with Section 7-111-107 of the Colorado Business Corporation Act and
in such manner as may be agreed upon by them in writing at any time before or
after approval or adoption thereof by the stockholders of any of the Constituent
3
<PAGE>
Corporations or all of them; provided, however, that no such amendment,
modification or supplement shall affect the rights of the stockholders of any of
the Constituent Corporations in a manner which is materially adverse to such
stockholders in the judgment of their respective boards of directors.
These Articles of Merger, in compliance with the laws of the State of
Colorado, and the Certificate of Merger, in compliance with the State of
Delaware, both duly advised, approved, signed, acknowledged and sealed by
Technologies and Surviving Corporation, as required by the laws of the States of
Colorado and Delaware, respectively, are to be filed of record with the
Secretaries of the States of Colorado and Delaware, and the merger provided for
by these Articles of Merger and the Certificate of Merger shall become effective
on the later date these Articles of Merger are filed with the Colorado Secretary
of State or the Certificate of Merger is filed with the Delaware Secretary of
State (the "Effective Date"), and the separate existence of Technologies, except
insofar as continued by statute, shall cease on the Effective Date.
IN WITNESS WHEREOF, Technologies and Asia, the corporate parties to the
merger, have caused these Articles of Merger to be signed in their respective
corporate names and on their behalf by their respective Secretaries and
Treasurers as of the 22nd day of December, 1999.
POWERSOFT TECHNOLOGIES INC.,
a Delaware corporation
By: /s/ Robert H. Trapp
----------------------------------------
Robert H. Trapp, Secretary and Treasurer
ASIA SUPERNET CORPORATION,
a Colorado corporation
By: /s/ Robert H. Trapp
----------------------------------------
Robert H. Trapp, Secretary and Treasurer
4
Exhibit 2.4
Mail to: Secretary of State |For office use only 006
Corporations Section |
Please include a typed 1560 Broadway, Suite 200 |
self-addressed envelope Denver, CO 80202 |
(303) 894-2251 |
MUST BE TYPED Fax (303) 894-2242 |
FILING FEE: $5.00 ------------------------
MUST SUBMIT TWO COPIES
CERTIFICATE OF CORRECTION
Pursuant to the Colorado Business Corporation Act, the undersigned hereby
executes the following certificate of correction:
FIRST: The exact name of the corporation is Asia SuperNet Corporation
----------------------------------
organized under the laws of Colorado
------------------------------------------
SECOND: Description of the documents being corrected (i.e. Articles of
Incorporation, Amendment, Merger or other) or an attached copy of the
document:
Articles of Merger
----------------------------------------------------------------------
THIRD: Date document was filed December 22, 1999.
---------------------------------------------
FOURTH: Statement of incorrect information:
(ARTICLE FIFTH)
FIFTH: Technologies has authority to issue shares of two classes
of stock, namely 30,000,000 shares of $0.01 par value Common Stock
(the "Technologies Common Stock"), of which 15,560,262 shares were
issued and outstanding on the date the merger was approved, and
25,000,000 shares of $0.01 par value Preferred Stock (the
"Technologies Preferred Stock") of which no shares were issued and
outstanding on the date the merger was approved. An Agreement and Plan
of Merger was submitted to the shareholders of Technologies for
approval.
FIFTH: Statement of corrected information:
<PAGE>
(ARTICLE FIFTH)
FIFTH: Technologies has authority to issue shares of two classes
of stock, namely 30,000,000 shares of $0.01 par value Common Stock
(the "Technologies Common Stock"), of which 15,560,262 shares were
issued and outstanding on the date the merger was approved, and
25,000,000 shares of $5.00 par value Preferred Stock (the
"Technologies Preferred Stock") of which no shares were issued and
outstanding on the date the merger was approved. An Agreement and Plan
of Merger was submitted to the shareholders of Technologies for
approval.
Signature /s/ Robert H. Trapp
---------------------------
Title Robert H. Trapp, Secretary and
Treasurer
-------------------------------
