SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ x ] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission Only (as
permitted by Rule 14a6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Commission File Number: 0-14919
Videoplex, Inc.
(Name of registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required
[ ] Fee computed on table below per Exchange Act Rule 14a-6(I)(4) and 0-11.
1)Title of each class of securities to which transaction
applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction
computed pursuant to Exchange Act rule 0-11 (Set forth the amount
of which the filing fee is calculated and state how it was
determined): $_______
4)Proposed maximum aggregate value of transaction: $_______
5)Total fee paid: $_____________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:
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Videoplex, Inc.
South 900 East, Suite 202
Salt Lake City, Utah 84121
SPECIAL MEETING OF STOCKHOLDERS
October 16, 2000
PROXY STATEMENT AND NOTICE
SOLICITATION OF PROXIES
The enclosed proxy is being solicited by the Board of
Directors of Videoplex, Inc., a New Jersey corporation
("Videoplex" or the "Company"), for use at the Special Meeting of
the Stockholders of Videoplex (the "Special Meeting") to be held
at 10 a.m., on October 16, 2000, at the principal office of the
Company listed above, and at any adjournment thereof. This Proxy
Statement serves as notice of the Special Meeting, a description
of the proposals to be addressed at the Special Meeting, and a
source of information on the Company and its management.
Stockholders may revoke their proxies by delivering a written
notice of revocation to the Secretary of the Company at any time
prior to the exercise thereof, by the execution of a later-dated
proxy by the same person who executed the prior proxy with
respect to the same shares or by attendance at the Special
Meeting and voting in person by the person who executed the prior
proxy.
The solicitation will be primarily by mail but may also
include telephone, telegraph or oral communication by officers or
regular employees. Officers and employees will receive no
additional compensation in connection with the solicitation of
proxies. All costs of soliciting proxies will be borne by the
Company.
The approximate mailing date of the proxy statement and
proxy to stockholders is ________, 2000.
All proxies will be voted as specified. In the absence of
specific instructions, proxies will be voted FOR:
(1) approval of a plan of merger whereby the Company will merge
with MTN Holdings, Inc., ("MTN"), a Nevada corporation, thus
changing the domicile of the company to Nevada, changing the name
of the Company to MTN Holdings, Inc., and increasing the
authorized common stock of the Company to 50,000,000 shares of
common stock, par value $0.001;
PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THE PROXY.
STOCKHOLDERS RECEIVING MORE THAN ONE PROXY BECAUSE OF SHARES
REGISTERED IN DIFFERENT NAMES OR ADDRESSES MUST COMPLETE AND
RETURN EACH PROXY IN ORDER TO VOTE ALL SHARES TO WHICH ENTITLED.
OUTSTANDING SHARES AND VOTING RIGHTS
Record Date. Stockholders of record at the close of business
on August 15, 2000, are entitled to notice of and to vote at the
Special Meeting or any adjournment thereof.
Shares Outstanding. As of August 15, 2000, a total of
8,444,314 shares of the Company's Common Stock (the "Common
Stock") were outstanding and entitled to vote.
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Voting Rights and Procedures. Each outstanding share of
Common Stock is entitled to one vote on all matters submitted to
a vote of stockholders.
The Company's Bylaws and New Jersey law require the presence,
in person or by proxy, of a majority of the outstanding shares of
Common Stock entitled to vote to constitute a quorum to convene
the Special Meeting. Shares represented by proxies that reflect
abstentions or "broker non-votes" (i.e., shares held by a broker
or nominee which are represented at the meeting, but with respect
to which such broker or nominee is not empowered to vote on a
particular proposal) will be counted as shares that are present
and entitled to vote for purposes of determining the presence of
a quorum.
Dissenters' Rights. Shareholders who own shares of the
Company as of the Record Date may be entitled to assert
dissenters' rights under Title 14A:11 of the New Jersey Permanent
Statutes ("Dissenters Rights") in connection with the sale of the
Company's assets and the plan of merger to change the domicile
and capitalization of the Company. The following summary of the
provisions of Title 14A:11 is not intended to be a complete
statement of such provisions and is qualified in its entirety by
reference to the full text of Title 14A:11, a copy of which is
attached to the Proxy Statement as Appendix A and is incorporated
herein by reference. See "Merger--Plan of Merger--Conditions to
Merger."
Each Videoplex Shareholder has the right, upon compliance
with the relevant provisions of Title 14A:11, to demand that
Videoplex (and ultimately, the Surviving Corporation) purchase
all (or in the case of certain beneficial holders, some) of such
holder's Videoplex Common Shares for a cash price equal to the
fair value of such shares as of the day prior to the date on
which the vote approving the Merger is taken, without regard to
any appreciation or depreciation as a consequence of the Merger
(the "Fair Value"). Within ten (10) days after the Effective
Time, the Surviving Corporation is required to give written
notice of the Effective Time to each Videoplex Shareholder who
filed a Written Objection (as defined below) (the "Effective Time
Notice").
A Videoplex Shareholder who (a) prior to the Special
Meeting, files a written notice of dissent ("Written Objection")
stating that s/he intends to demand payment for all (or in the
case of certain beneficial holders, some) shares owned if the
Merger is approved, (b) does not vote in favor of approving
the Merger, (c) within twenty (20) days after the mailing of the
Effective Time Notice, makes written demand on the Surviving
Corporation for the payment of the Fair Value of his or her
Videoplex Shares ("Written Demand"), (d) within twenty (20) days
after the Written Demand, submits the certificates representing
such shares to the Surviving Corporation for notation thereon
that such Written Demand has been made and (e) otherwise complies
with the provisions of Section 14A:11-2 of the NJBCA, is entitled
to be paid the Fair Value for such shares in cash. Under the
NJBCA, the marking of the proxy to indicate a vote against
approval of the Merger does not constitute a Written Objection,
and failure to
vote against the proposed Merger does not constitute a waiver of
a Written Objection previously filed by a dissenting shareholder.
The Written Demand must state the number of the Videoplex Shares
owned by the dissenting Videoplex Shareholder with respect to
which such Videoplex Shareholder dissents. A
dissenting Videoplex Shareholder may dissent as to all or less
than all of those Videoplex Shares owned of record by him or her;
such Videoplex Shareholder must dissent, if at all, with respect
to all of the Videoplex Shares owned beneficially regardless of
whether such Videoplex Shareholder is also the record owner of
such Videoplex Shares.
If the Merger becomes effective, a Videoplex Shareholder
who has not both filed the Written Objection and made the Written
Demand within the periods described above, shall be conclusively
presumed to have consented to the Merger and shall be bound by
its terms. Failure of a dissenting Videoplex Shareholder to
submit his or her Videoplex Stock Certificate or Certificates for
notation thereon that the Written Demand has been made, as
described above, shall, at the Surviving Corporation's
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option, terminate such Videoplex Shareholder's Dissenters' Rights
unless a court of competent jurisdiction for good and sufficient
cause shown otherwise directs. The Written Objection should be
addressed to Videoplex, 5882 South 900 East, Suite 200, Salt Lake
City, Utah 84124, Attention: President. The Written Demand and
the presentation of Videoplex Stock Certificates for notation
should be addressed to the Surviving Corporation at its principal
executive offices, attention Secretary. Upon making Written
Demand, the dissenting Videoplex Shareholder shall not be
entitled to vote or to exercise any other rights of a Videoplex
Shareholder as to the Videoplex Shares with respect to which such
Videoplex Shareholder dissents.
If the Merger becomes effective, within ten (10) days after
the expiration of the period within which Videoplex Shareholders
may make a Written Demand ("Ten-Day, Post-Written Demand
Period"), the Surviving Corporation shall mail to each dissenting
Videoplex Shareholder the audited or unaudited balance sheet and
the surplus statement of Videoplex, as of the latest available
date (in any event not earlier than twelve months prior to the
date of such mailing), and a profit and loss statement or
statements for not less than a twelve-month period ended on the
date of such balance sheet. The Surviving Corporation may
accompany such mailing with a written offer to pay such
dissenting Videoplex Shareholder for such Videoplex Shareholder's
Videoplex Shares at a specified price deemed by the
Surviving Corporation to be fair value therefor. Such offer shall
be made at the same price per share to all dissenting Videoplex
Shareholders. If, not later than thirty (30) days after the
expiration of the Ten-Day, Post-Written Demand Period ("Thirty-
Day Agreement Period"), the Fair Value of the Videoplex Shares is
agreed upon by any dissenting Videoplex Shareholder and the
Surviving Corporation, payment therefor shall be made upon
surrender of the Videoplex Stock Certificate or Certificates
representing such Videoplex Shares.
If a dissenting Videoplex Shareholder and the Surviving
Corporation are unable to agree on the Fair Value within the
Thirty-Day Agreement Period, such dissenting Videoplex
Shareholder may serve upon the Surviving Corporation a written
demand that it commence an action in the Superior Court of New
Jersey for the determination of the Fair Value of the Videoplex
shares held by such dissenting Videoplex Shareholder. Such demand
shall be served not later than thirty (30) days after the
expiration of the Thirty-Day Agreement Period and such action
shall be commenced by the Surviving Corporation not later than
thirty (30) days after receipt by the Surviving Corporation of
such demand ("Thirty-Day Commencement Period"), but the Surviving
Corporation may commence such action at any earlier time. If the
Surviving Corporation fails to so commence the action, a
dissenting Videoplex Shareholder may do so in the Surviving
Corporation's name not later than sixty (60) days after the
expiration of the Thirty-Day Commencement Period. The costs and
expenses of such an action shall be determined by such Court and
shall be apportioned and assessed upon the parties as such Court
may find equitable. Such expenses shall include reasonable
compensation for and reasonable expenses of the appraiser, if
any, but shall exclude fees and expenses of counsel for and
experts employed by any party, but if such Court finds that the
offer of payment made by the Surviving Corporation was not in
good faith, or if no such offer was made, the Court in its
discretion may award to any dissenting Videoplex Shareholder who
is a party to the action reasonable fees and expenses of counsel
for and any experts employed by such dissenting Videoplex
Shareholder.
The right of a dissenting Videoplex Shareholder to be
paid the Fair Value of such Videoplex Shareholder's Videoplex
Shares shall cease if (a) such Videoplex Shareholder has failed
to present such Videoplex Shareholder's Videoplex Stock
Certificates for notation unless a court having jurisdiction for
good and sufficient cause shown shall otherwise direct, (b) such
Videoplex Shareholder's demand for payment is withdrawn with the
written consent of the Surviving Corporation, (c) the Fair Value
of the Videoplex Shares is not agreed upon and no action for the
determination of Fair Value by the Superior Court of New Jersey
is commenced within the time provided, (d) the Superior Court
determines that the
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Videoplex Shareholder is not entitled to payment for such
Videoplex Shares, (e) the Merger is abandoned or rescinded or (f)
a court having jurisdiction permanently enjoins or sets aside the
Merger.
If any holder of shares of the Company's Common Stock who
demands the purchase of his shares under Title 14A:11 fails to
perfect, or effectively withdraws or loses his right to, such
purchase, the shares of such holder will be returned to such
holder.
Stockholder Proposals for the 2001 Annual Meeting.
Proposals from stockholders intended to be included in the
Company's proxy statement for the 2001 Annual Meeting must be
received by the Secretary of the Company on or before _______,
2001, and may be omitted unless the submitting stockholder meets
certain requirements. It is suggested that the proposal be
submitted by certified mail, return receipt requested.
APPROVAL OF PLAN OF MERGER TO EFFECT
A CHANGE OF DOMICILE, NAME AND
CAPITALIZATION
(PROPOSAL NO. 1)
At the Special Meeting, stockholders will be asked to approve
a plan of merger to effect a change of domicile from the state of
New Jersey to the state of Nevada. A copy of the proposed plan
of merger is attached to this proxy statement as Appendix B and
incorporated herein by reference. Management of the Company
believes the change of domicile will benefit the shareholders in
that Nevada corporate law allows the board of directors greater
versatility in performing business operations of the Company.
Shareholders will also be asked to approve a change in the
Company's name to MTN Holdings, Inc. The Board of Directors
believes that it is in the best interests of the Company to
change its name in order to make the Company more attractive for
potential business opportunities.
If the plan of merger is approved, the Company will merge
with MTN Holdings, Inc., a corporation organized in Nevada. The
Board of Directors believes that a change of domicile to the
state of Nevada will provide greater opportunities for the
company to seek alternative forms of business. Nevada's corporate
laws and tax structure favor companies organized within the
State. The Board of Directors also believes that many prospective
acquisition candidates might consider the company as a reverse
acquisition candidate and will view Nevada as a favorable venue.
Management believes that the name change will make the Company
more attractive to these and other potential types of business
ventures.
The Board of Directors believe that a change in capitalization
of the Company from 10,000,000 shares of one class of common
stock with no par value to 50,000,000 shares of Common Stock, par
value $0.001 will provide the Company broader discretion in
acquiring potential business opportunities. The Board of
Directors believes that the recapitalization will provide the
Company with much-needed flexibility to satisfy the Company's
future financing requirements. The Board does not propose to
issue common stock for any such financing purposes at the present
time. Nevertheless, the Board of Directors believes that the
proposed increase is desirable so that, as the need may arise,
the Company will have more financial flexibility and be able to
issue shares of common stock, without the expense and delay of a
special stockholders' meeting, in connection with future
opportunities for equity financings, acquisitions, management
incentive and employee benefit plans, and for other corporate
purposes.
The Board of Directors believes that the increase in
capitalization is necessary to effectively seek acquisition
candidates. The merger will not alter the percentages of
ownership of individual shareholders
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in the Company, but the increase in authorized common stock
creates the potential for substantial additional dilution. Once
the plan of merger is approved, the company will seek reverse
acquisition candidates with viable business operations, with the
intention of merging the new business operations into the
Company. If this objective is successfully accomplished, the
existing shareholders of the company may hold a minority
ownership position in the merged entity. It is likely that
additional shares will be issued in any such acquisition, and
such issuance will dilute existing ownership. The effect of such
dilution on the value of the shares cannot be determined at this
time.
If approved by the shareholders of the Company's Common
stock, it is anticipated that the merger will become effective
immediately upon the later of the filing of articles of merger
with the Secretary of State of New Jersey in accordance with
Title 14A:11 of the New Jersey Permanent Statutes and the filing
of articles of merger with the Secretary of State of Nevada in
accordance with Section 78.770 of the Nevada Revised Statutes.
Videoplex will then cease to exist, MTN will be the surviving
corporation in the merger, and the current shareholders will then
own an equivalent number of shares of common stock in MTN.
However, the agreement and plan of merger may be terminated and
abandoned by action of the respective Boards of Directors of the
Company and the Nevada Company.
Vote and Recommendation
Approval of the plan of merger to effect a change in domicile,
name change and capitalization will require the affirmative vote
of the holders of a majority of the issued and outstanding shares
of Common Stock. Abstentions as to this Proposal 1 will be
treated as votes against Proposal 1. Broker non-votes, however,
will be treated as unvoted for purposes of determining approval
of Proposal 1 and will not be counted as votes for or against
Proposal 1. Properly executed, unrevoked Proxies will be voted
FOR Proposal 1 unless a vote against Proposal 1 or abstention is
specifically indicated in the Proxy.
The Board of Directors Recommends a Vote "For" the Plan of Merger
to effect a Change of Domicile, Name and Capitalization.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The table on the following page sets forth as of August 15,
2000, the number and percentage of the outstanding shares of
Common Stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is
currently a director of the Company, (ii) each Named Executive
Officer (as defined below), (iii) all current directors and
executive officers of the Company as a group and (iv) each person
who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding Common Stock. Except as
otherwise indicated, the persons named in the table have sole
voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial Ownership of Common Stock
John Chymboryk (1) -0- -0-
5882 S. 900 E., Suite 202
Salt Lake City, Utah 84121
Kip Eardley (1) -0- -0-
5882 S. 900 E., Suite 202
Salt Lake City, Utah 84121
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Theodore Leder 418,250 4.95%
8 Crystal Drive
Great Neck, NY 11021
Societe Financiere 450,000 5.33%
37 Rue Notre-Dame
Luxembourg
Techniques Digitales Appliquees 850,000 10.06%
Ala Video Parc Industries Des Hauts Sarts
B-4400 Liege Belgium
Herstal Belgium
Officers, Directors and -0- -0-
Nominees as a Group:
(2 persons)
(1) Officer and/or Director of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, ages, and positions
with Videoplex for each of the directors and officers.
Name Age Positions(1) Director or
Officer Since
John Chymboryk (1) 47 President and Director November 1999
5882 S. 900 E., Suite 202
Salt Lake City, Utah 84121
Kip Eardley (1) 41 Secretary/Treasurer January 2000
5882 S. 900 E., Suite 202 and Director
Salt Lake City, Utah 84121
All directors hold office until the next annual meeting of
stockholders and until their successors are elected and qualify.
Officers serve at the discretion of the Board of Directors.
The following is information on the business experience of
each director and officer.
John Chymboryk, President and Director. Mr. Chymboryk
received his bachelor's degree with an emphasis in accounting and
economics in 1982. Following graduation he worked for a large
international accounting firm until 1984. He then taught courses
in finance, marketing and management in business departments of a
Community College from 1984 to 1992. Concurrent with his
teaching experience, Mr. Chymboryk operated an accounting
business that specialized in preparing financial statements, tax
returns and business plans for small businesses. Mr. Chymboryk
co-founded a company that specialized in marketing, customer
retention and management training. Mr. Chymboryk served as Vice
President and was responsible for the financial operations and in
developing and delivering management training. Mr. Chymboryk was
instrumental in designing and presenting the sales management
workshop that was contracted with Lexus, the Toyota Motor
Corporation luxury car line. In 1997, Mr. Chymboryk was
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involved in designing, developing, and implementing a new
application that assists companies in following up and retaining
their existing customer base.
Kip Eardley, Secretary/Treasurer and Director. Since
1989, Mr. Eardley has been self employed as the president and
owner of Capital Consulting of Utah, Inc., which is a consulting
firm to various public and private companies. Mr. Eardley is
also president and director of Holmes Microsystems, Inc., a
publicly traded corporation.
Section 16(a) Filing Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires
officers and Directors of Videoplex and persons who own more than
ten percent of a registered class of Videoplex's equity
securities to file reports of ownership and changes in their
ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission, and forward copies of such filings to Videoplex.
Based on the copies of filings received by Videoplex, during the
most recent fiscal year the directors, officers, and beneficial
owners of more than ten percent of the equity securities of
Videoplex registered pursuant to Section 12 of the Exchange Act
have filed on a timely basis all required Forms 3, 4, and 5 and
any amendments thereto..
EXECUTIVE COMPENSATION
Annual Compensation
The following table sets forth certain information regarding
the annual and long-term compensation for services in all
capacities to the Company for the prior fiscal year ended June
30, 2000, of those persons who were either (i) the chief
executive officer of the Company during the last completed fiscal
year or (ii) one of the other four most highly compensated
executive officers of the Company as of the end of the last
completed fiscal year whose annual salary and bonuses exceeded
$100,000 (collectively, the "Named Executive Officers").
Name and Long Term All Other
Principal Annual Compensation Compensation Compensation
Position (1)
Other Options/
Year Salary Bonus Annual SARs (#)
($) ($) Compen
sation
John Chymboryk 1999 -0- -0- -0- -0- -0-
President, Chief
Executive Officer
Kip Eardley 1999 -0- -0- -0- -0- -0-
Secretary/Treasurer
Employment and Other Arrangements
The Company has no agreement or understanding, express or
implied, with any officer, director, or principal stockholder, or
their affiliates or associates, regarding employment with the
Company or compensation for services. There are no other plans,
understandings, or arrangements whereby any of the
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Company's officers, directors, or principal stockholders, or any
of their affiliates or associates, would receive funds, stock, or
other assets in connection with operating the Company.
Stock Options and Warrants
No stock options were issued to any of the Named Executive
Officers during fiscal year 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following discussion includes certain relationships and
related transactions which occurred during the Company's fiscal
year ended June 30, 2000. The Company utilizes office space
provided by the officers and directors of the Company at no
charge to the Company.
OTHER INFORMATION
Section 16(a) of the Securities Exchange Act of 1934 requires
officers and Directors of the Company and persons who own more
than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in their
ownership with the Securities and Exchange Commission, and
forward copies of such filings to the Company. Based on the
copies of filings received by the Company, during the most recent
fiscal year, the directors, officers, and beneficial owners of
more than ten percent of the equity securities of the Company
registered pursuant to Section 12 of the Exchange Act, have filed
on a timely basis, all required Forms 3, 4, and 5 and any
amendments thereto.
FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE
COMPANY'S MOST RECENT REPORT ON FORM 10-KSB, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, UPON WRITTEN REQUEST TO THE
COMPANY'S SECRETARY AT VIDEOPLEX INC, 5882 SOUTH 900 EAST, SUITE
202, SALT LAKE CITY, UTAH 84121.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
of the Company knows of no other matters which may come before
the Special Meeting. However, if any matters other than those
referred to herein should be presented properly for consideration
and action at the Special Meeting, or any adjournment or
postponement thereof, the proxies will be voted with respect
thereto in accordance with the best judgment and in the
discretion of the proxy holders.
Please sign the enclosed proxy and return it in the enclosed
return envelope.
Dated: ___________________, 2000
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[Proxy Form Appendix]
Videoplex, Inc.
5882 South 900 East, Suite 202
Salt Lake City, Utah 84124
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Chymboryk and Kip Eardley
as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as
designated below, all the shares of Common Stock of Videoplex,
Inc. (the "Company") held of record by the undersigned on August
15, 2000, at the Special Meeting of Stockholders to be held on
October 16, 2000, and at any adjournment or postponement thereof.
Proposal No. 1 To approve the plan of merger to effect a change
of domicile, name and capitalization
For Against Abstain
Note The proxies are authorized to vote in accordance with their
judgment on any matters other than those referred to herein
that are properly presented for consideration and action at
the Special Meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is given, this proxy will be voted for Proposal No. 1.
All other proxies heretofore given by the undersigned to vote
shares of stock of the Company, which the undersigned would be
entitled to vote if personally present at the Special Meeting or
any adjournment or postponement thereof, are hereby expressly
revoked.
Dated: _____________________________, 2000
______________________________________
_____________________________________
Please sign it exactly as name appears hereon. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation or partnership, please
sign in full corporate or partnership name by an authorized
officer or person.
Please mark, sign, date and promptly return the proxy card. If
your address is incorrectly shown, please print changes.
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Appendix A
New Jersey Business Corporation Act
14A: I 1 -1. Right of shareholders to dissent
(1) Any shareholder of a domestic corporation shall have the
right to dissent from any of the following corporate actions
(a) Any plan of merger or consolidation to which the
corporation is a party, provided that, unless the certificate
of incorporation otherwise provides
(i) a shareholder shall not have the right to dissent
from any plan of merger or consolidation with respect to
shares
(A) of a class or series which is listed on a national
securities exchange or is held of record by not less than
1,000 holders on the record date fixed to determine the
shareholders entitled to vote upon the plan of merger or
consolidation; or
(B) for which, pursuant to the plan of merger or
consolidation, he will receive (x) cash, (y)shares,
obligations or other securities which, upon consummation
of the merger or consolidation, will either be listed on
a national securities exchange or held of record by not
less than 1,000 holders, or (z) cash and such securities;
(ii) a shareholder of a surviving corporation shall not
have the right to dissent from a plan of merger, if the
merger did not require for its approval the vote of such
shareholders as provided in section 14A: 10-5.1 or in
subsection 14A: 10-3 (4), 14A: 10-7(2) or 14A: 10-7(4); or
(b) Any sale, lease, exchange or other disposition of all
or substantially all of the assets of a corporation not in the
usual or regular course of business as conducted by such
corporation, other than a transfer pursuant to subsection (4)
of N.J.S. 14A: 10-11, provided that, unless the certificate of
incorporation otherwise provides, the shareholder shall not
have the right to dissent
(i) with respect to shares of a class or series which,
at the record date fixed to determine the shareholders
entitled to vote upon such transaction, is listed on a
national securities exchange or is held of record by not
less than 1,000 holders; or
(ii) from a transaction pursuant to a plan of dissolution
of the corporation which provides for distribution of
substantially all of its net assets to shareholders in
accordance with their respective interests within one year
after the date of such transaction, where such transaction
is wholly for
(A) cash; or
(B) shares, obligations or other securities which,
upon consummation of the plan of
dissolution will either be listed on a national
securities exchange or held of record by not less than
1,000 holders; or
(C) cash and such securities; or
(iii) from a sale pursuant to an order of a court having
jurisdiction.
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(2) Any shareholder of a domestic corporation shall have the
right to dissent with respect to any shares owned by him which
are to be acquired pursuant to section 14A: 10-9.
(3) A shareholder may not dissent as to less than all of the
shares owned beneficially by him and with respect to which a
right of dissent exists. A nominee or fiduciary may not dissent
on behalf of any beneficial owner as to less than all of the
shares of such owner with respect to which the right of dissent
exists.
(4) A corporation may provide in its certificate of
incorporation that holders of all its shares, or of a particular
class or series thereof, shall have the right to dissent from
specified corporate actions in addition to those
enumerated in subsection 14A: I I -1 (1), in which case the
exercise of such right of dissent shall be governed by the
provisions of this Chapter.
Amended 1973,c.366,s.60; 1988,c.94,s.64; 1995,c.279,s.21.
14A:11-2. Notice of dissent; demand for payment; endorsement of
certificates
(1) Whenever a vote is to be taken, either at a meeting of
shareholders or upon written consents in lieu of a meeting
pursuant to section 14A:5-6, upon a proposed corporate action
from which a shareholder may dissent under section 14A: I I - 1,
any shareholder electing to dissent from such action shall file
with the corporation before the taking of the vote of the
shareholders on such corporate action, or within the time
specified in paragraph 14A:56(2)(b) or 14A:5-6(2)(c), as the case
may be, if no meeting of shareholders is to be held, a written
notice of such dissent stating that he intends to demand payment
for his shares if the action is taken.
(2) Within 10 days after the date on which such corporate
action takes effect, the corporation, or, in the case of a merger
or consolidation, the surviving or new corporation, shall give
written notice of the effective date of such corporate action, by
certified mail to each shareholder who filed written notice of
dissent pursuant to subsection 14A: 1 1-2(l), except any who
voted for or consented in writing to the proposed action.
(3) Within 20 days after the mailing of such notice, any
shareholder to whom the corporation was required to give such
notice and who has filed a written notice of dissent pursuant to
this section may make written demand on the corporation, or, in
the case of a merger or consolidation, on the surviving or new
corporation, for the payment of the fair value of his shares.
(4) Whenever a corporation is to be merged pursuant to
section 14A: 10-5.1 or subsection 14A: 10-7(4) and shareholder
approval is not required under subsections 14A: 10-5.1(5) and
14A: 10-5.1(6), a shareholder who has the right to dissent
pursuant to section 14A: I I - I may, not later than 20 days
after a copy or summary of the plan of such merger and the
statement required by subsection 14A: 10-5.1(2) is mailed to such
shareholder, make written demand on the corporation or on the
surviving corporation, for the payment of the fair value of his
shares.
(5) Whenever all the shares, or all the shares of a class or
series, are to be acquired by another corporation pursuant to
section 14A: 10-9, a shareholder of the corporation whose shares
are to be acquired may, not later than 20 days after the mailing
of notice by the acquiring corporation pursuant to paragraph 14A:
10-9(3)(b), make written demand on the acquiring corporation for
the payment of the fair value of his shares.
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(6) Not later than 20 days after demanding payment for his
shares pursuant to this section, the shareholder shall submit the
certificate or certificates representing his shares to the
corporation upon which such demand has been made for notation
thereon that such demand has been made, whereupon such
certificate or certificates shall be returned to him. If shares
represented by a certificate on which notation has been made
shall be transferred, each new certificate issued therefor shall
bear similar notation, together with the name of the original
dissenting holder of such shares, and a transferee of such shares
shall acquire by such transfer no rights in the corporation other
than those which the original dissenting shareholder had after
making a demand for payment of the fair value thereof.
(7) Every notice or other communication required to be given
or made by a corporation to any shareholder pursuant to this
Chapter shall inform such shareholder of all dates prior to which
action must be taken by such shareholder in order to perfect his
rights as a dissenting shareholder under this Chapter.
Amended 1973,c.366,s.61; 1988,c.94,s.65.
14A: 11-3. "Dissenting shareholder" defined; date for
determination of fair value
(1) A shareholder who has made demand for the payment of his
shares in the manner prescribed by subsection 14A: 11-2(3), 14A:
11-2(4) or 14A: 11-2(5) is hereafter in this Chapter referred to
as a "dissenting shareholder."
(2) Upon making such demand, the dissenting shareholder shall
cease to have any of the rights of a shareholder except the right
to be paid the fair value of his shares and any other rights of a
dissenting shareholder under this Chapter.
(3) "Fair value" as used in this Chapter shall be determined
(a) As of the day prior to the day of the meeting of
shareholders at which the proposed action was approved or as
of the day prior to the day specified by the corporation for
the tabulation of consents to such action if no meeting of
shareholders was held; or
(b) In the case of a merger pursuant to section 14A: 10-5.1
or subsection 14A: 10-7(4) in which shareholder approval is
not required, as of the day prior to the day on which the
board of directors approved the plan of merger; or
(c) In the case of an acquisition of all the shares or all
the shares of a class or series by another corporation
pursuant to section 14A: 10-9, as of the day prior to the day
on which the board of directors of the acquiring corporation
authorized the acquisition, or, if a shareholder vote was
taken pursuant to section 14A: 10- 12, as of the day provided
in paragraph 14A: I 1-3(3)(a).
In all cases, "fair value" shall exclude any appreciation or
depreciation resulting from the proposed action.
Amended 1973,c.366,s.62; 1988,c.94,s.66.
14A: 11-4. Termination of right of shareholder to be paid the
fair value of his shares
(1) The right of a dissenting shareholder to be paid the fair
value of his shares under this Chapter shall cease if
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(a) he has failed to present his certificates for notation
as provided by subsection 14A: 11-2(6), unless a court having
jurisdiction, for good and sufficient cause shown, shall
otherwise direct;
(b) his demand for payment is withdrawn with the written
consent of the corporation;
(c) the fair value of the shares is not agreed upon as
provided in this Chapter and no action for the determination
of fair value by the Superior Court is commenced within the
time provided in this Chapter;
(d) the Superior Court determines that the shareholder is
not entitled to payment for his shares;
(e) the proposed corporate action is abandoned or
rescinded; or
(f) a court having jurisdiction permanently enjoins or sets
aside the corporate action.
(2) In any case provided for in subsection 14A: 1 1-4(l), the
rights of the dissenting shareholder as a shareholder shall be
reinstated as of the date of the making of a demand for payment
pursuant to subsections 14A: 11-2(3), 14A: 11-2(4) or 14A: 11-
2(5) without prejudice to any corporate action which has taken
place during the interim period. In such event, he shall be
entitled to any intervening preemptive rights and the right to
payment of any intervening dividend or other distribution, or, if
any such rights have expired or any such dividend or distribution
other than in cash has been completed, in lieu thereof, at the
election of the board, the fair value thereof in cash as of the
time of such expiration or completion.
14A:11-5. Rights of dissenting shareholder
(1) A dissenting shareholder may not withdraw his demand for
payment of the fair value of his shares without the written
consent of the corporation.
(2) The enforcement by a dissenting shareholder of his right
to receive payment for his shares shall exclude the enforcement
by such dissenting shareholder of any other right to which he
might otherwise be entitled by virtue of share ownership, except
as provided in subsection 14A: 11-4(2) and except that this
subsection shall not exclude the right of such dissenting
shareholder to bring or maintain an appropriate action to obtain
relief on the ground that such corporate action will be or is
ultra vires, unlawful or fraudulent as to such dissenting
shareholder.
14A: 11-6. Determination of fair value by agreement
(1) Not later than 10 days after the expiration of the period
within which shareholders may make written demand to be paid the
fair value of their shares, the corporation upon which such
demand has been made pursuant to subsections 14A: 11-2(3), 14A:
11-2(4) or 14A: 11-2(5) shall mail to each dissenting shareholder
the balance sheet and the surplus statement of the corporation
whose shares he holds, as of the latest available date which
shall not be earlier than 12 months prior to the making of such
offer and a profit and loss statement or statements for not less
than a 12-month period ended on the date of such balance sheet
or, if the corporation was not in existence for such 12-month
period, for the portion thereof during which it was in existence.
The corporation may accompany such mailing with a written offer
to pay each dissenting shareholder for his shares at a specified
price deemed by such corporation to be the fair value thereof.
Such offer shall be made at the same price per share to all
dissenting shareholders of the same class, or, if divided into
series, of the same series.
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(2) If, not later than 30 days after the expiration of the I
O-day period limited by subsection 14A: I I 6(l), the fair value
of the shares is agreed upon between any dissenting shareholder
and the corporation, payment therefor shall be made upon
surrender of the certificate or certificates representing such
shares.
Amended by L.1973, c. '166, s. 63, eff. May 1, 1974.
14A: 11-7. Procedure on failure to agree upon fair value;
commencement of action to determine fair value
(1) If the fair value of the shares is not agreed upon within
the 30-day period limited by subsection 14A: 11-6(2), the
dissenting shareholder may serve upon the corporation upon which
such demand has been made pursuant to subsections 14A: 11-2(3),
14A: 11-2(4) or 14A: 11-2(5) a written demand that it commence an
action in the Superior Court for the determination of the fair
value of the shares. Such demand shall be served not later than
30 days after the expiration of the 30-day period so limited and
such action shall be commenced by the corporation not later than
30 days after receipt by the corporation of such demand, but
nothing herein shall prevent the corporation from commencing such
action at any earlier time.
(2) If a corporation fails to commence the action as provided
in subsection 14A: 1 1-7(l), a dissenting shareholder may do so
in the name of the corporation, not later than 60 days after the
expiration of the time limited by subsection 14A: 1 1-7(l) in
which the corporation may commence such an action.
14A:11-8. Action to determine fair value; jurisdiction of court;
appointment of appraiser
In any action to determine the fair value of shares pursuant to
this Chapter:
(a) The Superior Court shall have jurisdiction and may
proceed in the action in a summary manner or otherwise;
(b) All dissenting shareholders, wherever residing, except
those who have agreed with the corporation upon the price to
be paid for their shares, shall be made parties thereto as an
action against their shares quasi in rem;
(c) The court in its discretion may appoint an appraiser to
receive evidence and report to the court on the question of
fair value, who shall have such power and authority as shall
be specified in the order of his appointment; and
(d) The court shall render judgment against the corporation
and in favor of each shareholder who is a party to the action
for the amount of the fair value of his shares.
14A: 11-9. Judgment in action to determine fair value
(1) A judgment for the payment of the fair value of shares
shall be payable upon surrender to the corporation of the
certificate or certificates representing such shares.
(2) The judgment shall include an allowance for interest at
such rate as the court finds to be equitable, from the date of
the dissenting, shareholder's demand for payment under
subsections 14A: 11-2(3), 14A: 11-2(4) or 14A: 11-2(5) to the day
of payment. If the court finds that the refusal of any dissenting
shareholder to accept any offer of payment, made by the
corporation under section 14A: 11-6, was arbitrary, vexatious or
otherwise not in good faith, no interest shall be allowed to him.
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14A:11-10. Costs and expenses of action
The costs and expenses of bringing an action pursuant to
section 14A: 11-8 shall be determined by the court and shall be
apportioned and assessed as the court may find equitable upon the
parties or any of them. Such expenses shall include reasonable
compensation for and reasonable expenses of the appraiser, if
any, but shall exclude the fees and expenses of counsel for and
experts employed by any party; but if the court finds that the
offer of payment made by the corporation under section 14A: 11-6
was not made in good faith, or if no such offer was made, the
court in its discretion may award to any dissenting shareholder
who is a party to the action reasonable fees and expenses of his
counsel and of any experts employed by the dissenting
shareholder.
14A:11-11. Disposition of shares acquired by corporation
(1) The shares of a dissenting shareholder in a transaction
described in subsection 14A: I I - 1 (1) shall become reacquired
by the corporation which issued them or by the surviving
corporation, as the case may be, upon the payment of the fair
value of shares.
(2) (Deleted by amendment, P.L. 1995, c.279.)
(3) In an acquisition of shares pursuant to section 14A: 10-9
or section 14A: 10- 13, the shares of a dissenting shareholder
shall become the property of the acquiring corporation upon the
payment by the acquiring corporation of the fair value of such
shares. Such payment may be made, with the consent of the
acquiring corporation, by the corporation which issued the
shares, in which case the shares so paid for shall become
reacquired by the corporation which issued them and shall be
cancelled.
Amended 1995,c.279,s. 17.
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Appendix B
PLAN OF MERGER
THIS PLAN OF MERGER, dated ________, 2000, is made and entered
into by and between MTN Holdings, Inc., a Nevada corporation
("MTN"), and Videoplex, Inc., a New Jersey corporation
("Videoplex"). MTN is sometimes hereinafter referred to as the
"Surviving Corporation", and Videoplex is sometimes hereinafter
referred to as the "Constituent Corporation".
WITNESSETH
WHEREAS, Videoplex is a corporation duly organized and
existing under the laws of the state of New Jersey, having an
authorized capital of 10,000,000 shares of common stock, with no
par value per share (the "Common Stock of Videoplex"), of which
8,444,314 shares are issued and outstanding as of the date
hereof; and
WHEREAS, MTN is a corporation duly organized and existing
under the laws of the state of Nevada, having an authorized
capital of 50,000,000 shares of common stock, par value $0.001
(the "Common Stock of MTN"), of which no shares are issued and
outstanding as of the date hereof; and
WHEREAS, the respective boards of directors of Videoplex and
MTN have each duly approved this Plan of Merger (the "Plan")
providing for the merger of Videoplex with and into MTN with MTN
as the surviving corporation as authorized by the statutes of the
states of Nevada and New Jersey.
NOW, THEREFORE, based on the foregoing premises and in
consideration of the mutual covenants and agreements herein
contained, and for the purpose of setting forth the terms and
conditions of said merger and the manner and basis of causing the
shares of Common Stock of Videoplex to be converted into shares
of Common Stock of MTN and such other provisions as are deemed
necessary or desirable, the parties hereto have agreed and do
hereby agree, subject to the approval and adoption of this Plan
by the requisite vote of the stockholders of Videoplex, and
subject to the conditions hereinafter set forth, as follows:
ARTICLE I
MERGER AND NAME OF SURVIVING CORPORATION
On the effective date of the merger, Videoplex shall cease to
exist separately and Videoplex shall be merged with and into MTN,
which is hereby designated as the "Surviving Corporation," the
name of which on and after the effective date of the merger shall
be "MTN Holdings, Inc." or such other name as may be available
and to which the parties may agree.
ARTICLE II
TERMS AND CONDITIONS OF MERGER
The terms and conditions of the merger are (in addition to
those set forth elsewhere in this Plan) as follows:
(a) On the effective date of the merger:
(i) Videoplex shall be merged into MTN to form a single
corporation and MTN
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shall be, and is designated herein as, the Surviving
Corporation;
(ii) The separate existence of Videoplex shall cease;
(iii) The Surviving Corporation shall have all the
rights, privileges, immunities and powers and
shall be subject to all duties and liabilities of a
corporation organized under the laws of Nevada; and
(iv) The Surviving Corporation shall thereupon and
thereafter possess all the rights, privileges,
immunities, and franchises, of a public as well as
of a private nature, of the Constituent Corporation;
and all property, real, personal, and mixed, and all
debts due of whatever account, including
subscriptions to shares, and all other causes of
action, and all and every other interest, of or
belonging to or due to the Constituent Corporation,
shall be taken and deemed to be transferred to and
vested in the Surviving Corporation without further
act or deed; the title to any real estate, or any
interest therein, vested in the Constituent
Corporation shall not revert or be in any way
impaired by reason of the merger; the Surviving
Corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of
the Constituent Corporation; any claim existing or
action or proceeding pending by or against the
Constituent Corporation may be prosecuted as if the
merger had not taken place, or the Surviving
Corporation may be substituted in place of the
Constituent Corporation; and neither the rights of
creditors nor any liens on the property of the
Constituent Corporation shall be impaired by the
merger.
(b) On the effective date of the merger, the board of
directors of the Surviving Corporation and the members
thereof, shall be and consist of the members of the board
of directors of Videoplex immediately prior to the
merger, to serve thereafter in accordance with the bylaws
of the Surviving Corporation and until their respective
successors shall have been duly elected and qualified in
accordance with such bylaws and the laws of the state of
Nevada.
(c) On the effective date of the merger, the officers of
the Surviving Corporation shall be and consist of the
officers of Videoplex immediately prior to the merger,
such officers to serve thereafter in accordance with the
bylaws of the Surviving Corporation and until their
respective successors shall have been duly elected and
qualified in accordance with such bylaws and the laws of
the state of Nevada.
If on the effective date of the merger, a vacancy shall exist
in the board of directors or in any of the offices of the
Surviving Corporation, such vacancy may be filled in the manner
provided in the bylaws of the Surviving Corporation and the laws
of the state of Nevada.
ARTICLE III
MANNER AND BASIS OF CONVERTING SHARES
The manner and basis of converting the shares of Common Stock
of Videoplex into shares of the Common Stock of MTN, and the mode
of carrying the merger into effect are as follows:
(a) Each one share of Common Stock of Videoplex outstanding
on the effective date of the merger shall, without any
action on the part of the holder thereof, be converted
into one fully paid and nonassessable share of Common
Stock of the Surviving Corporation, so that the 8,444,314
outstanding shares of Videoplex are converted into an
aggregate of approximately
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8,444,314 shares of MTN, which shall be, on conversion,
validly issued and outstanding, fully paid, and
nonassessable, and shall not be liable to any further
call, nor shall the holder thereof be liable for any
further payment with respect thereto. Until so
surrendered, each such outstanding certificate of
Videoplex which, prior to the effective date of the
merger, represented shares of the Common Stock of
Videoplex shall for all purposes evidence the ownership
of the shares of Common Stock of MTN into which such
shares shall have been converted. MTN shall not issue
any fractional interest in shares of Common Stock of MTN
in connection with the aforesaid conversion and the
number of shares of MTN to which Videoplex shares will be
converted shall be rounded to the nearest whole number of
shares.
(b) All shares of Common Stock of MTN into which shares of
the Common Stock of Videoplex shall have been converted
pursuant to this Article III shall be issued in full
satisfaction of all rights pertaining to the shares of
Common Stock of Videoplex.
(c) If any certificate for shares of Common Stock of MTN is
to be issued in a name other than that in which the
certificate surrendered in exchange therefore is
registered, it shall be a condition of the issuance
thereof that the certificate so surrendered shall be
properly endorsed and otherwise in proper form for
transfer and that the person requesting such exchange pay
to MTN or any agent designated by it any transfer or
other taxes required by reason of the issuance of a
certificate for shares of Common Stock of MTN in any name
other than that of the registered holder of the
certificate surrendered, or establish to the satisfaction
of MTN and or any agent designated by it that such tax
has been paid or is not payable.
ARTICLE IV
ARTICLES OF INCORPORATION AND BYLAWS
1.The articles of incorporation of MTN shall, on the merger
becoming effective, be and constitute the articles of
incorporation of the Surviving Corporation unless and until
amended in the manner provided by law.
2.The bylaws of MTN shall, on the merger becoming effective,
be and constitute the bylaws of the Surviving Corporation until
amended in the manner provided by law.
ARTICLE V
OTHER PROVISIONS WITH RESPECT TO MERGER
This Plan, having been approved by the directors of MTN, shall
not require a vote of shareholders as there is no stock currently
issued and outstanding of MTN. This Plan shall be submitted to a
vote of shareholders of Videoplex as provided by the laws of the
state of New Jersey. After the approval or adoption thereof by
the shareholders of Videoplex and the directors of MTN in
accordance with the requirements of the laws of the states of New
Jersey and Nevada, all required documents shall be executed,
filed, and recorded in accordance with all requirements of the
states of New Jersey and Nevada.
ARTICLE VI
APPROVAL AND EFFECTIVE DATE OF THE MERGER; MISCELLANEOUS
MATTERS
1.In order to aid the parties in establishing a date certain
for effectiveness of the merger for accounting and other
purposes, the merger shall be deemed to have become effective as
of the filing date with the New Jersey Secretary of State,
subject to performance of the following:
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(a) This Plan shall be authorized, adopted, and approved on
behalf of the Constituent Corporation and the Surviving
Corporation in accordance with the laws of the states of
New Jersey and Nevada; and
(b) Articles of Merger (with this Plan attached as part
thereof), setting forth the information required by, and
executed and certified in accordance with, the laws of
the states of New Jersey and Nevada, shall be filed in
the office of the secretary of state of the states of New
Jersey and Nevada and each secretary of state shall have
issued a certificate of merger reflecting such filing.
2.If at any time the Surviving Corporation shall deem or be
advised that any further grants, assignments, confirmations, or
assurances are necessary or desirable to vest, perfect, or
confirm title in the Surviving Corporation, of record or
otherwise, to any property of Videoplex acquired or to be
acquired by, or as a result of, the merger, the officers and
directors of Videoplex or any of them shall be severally and
fully authorized to execute and deliver any and all such deeds,
assignments, confirmations, and assurances and to do all things
necessary or proper so as to best prove, confirm, and ratify
title to such property in the Surviving Corporation and otherwise
carry out the purposes of the merger and the terms of this Plan.
3.For the convenience of the parties and to facilitate the
filing and recording of this Plan, any number of counterparts
hereof may be executed, and each such counterpart shall be deemed
to be an original instrument and all such counterparts together
shall be considered one instrument.
4.This Plan shall be governed by and construed in accordance
with the laws of the state of Nevada.
5.This Plan cannot be altered or amended except pursuant to an
instrument in writing signed on behalf of the parties hereto.
IN WITNESS WHEREOF, Videoplex and MTN have caused this Plan of
Merger to be executed, all as of the date first above written.
VIDEOPLEX, INC. MTN HOLDINGS, INC.
a New Jersey corporation a Nevada corporation
By: /s/ John Chymboryk By: /s/ John Chymboryk
Its President Its President
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