UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPRORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 1996
IMSCO Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-24520 04-3021770
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 Bayfield Drive, North Andover, Massachusetts 01845
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(Address of principal executive offices) (zip code)
(508) 689-2080
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(Registrant's telephone number, including area code)
IMSCO, INC.
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(Former name or former address, if changed since last report)
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2. CHANGE IN STATE OF INCORPORATION FROM MASSACHUSETTS TO DELAWARE
The Company was reincorporated from Massachusetts to Delaware on July 12,
1996 (the "Reincorporation") in accordance with an Agreement and Plan of Merger
dated July 9, 1996 and filed with the State of Delaware on July 12, 1996. the
Reincorporation was approved by the Company's board of Directors and
shareholders on July 9, 1996. The Reincorporation was accomplished by merging
IMSCO, Inc., ("IMSCO"), a Massachusetts corporation into a wholly-owned Delaware
subsidiary called IMSCO Technologies, Inc. ("IMSCO Technologies"). Each
outstanding share of IMSCO's capital stock was exchanged for a corresponding
share of capital stock of IMSCO Technologies. Upon the completion of the
Reincorporation, IMSCO changed its name to IMSCO Technologies, Inc., a Delaware
corporation. The Company's By-laws shall remain the same.
ITEM 7. FINANCING STATEMENTS AND EXHIBITS
(a) No financial statements are requiored to be filed with this Form 8-K
because the capital structure and the balance sheet of the Company immediately
after the Reincorporation was the same as its predecessor.
(b) No pro forma financial information is required to be filed with this Form
8-K.
(c) Exhibits.
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Exhibit Number Description
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2.1 Certificate of Agreement of
Merger of IMSCO, Inc., a
Massachusetts corporation and
Imsco Technologies, Inc., a
Delaware corporation.
3.1 Articles of Incorporation of
the Company.
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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.
IMSCO Technologies, INC.
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(Registrant)
Date: July 16, 1996 /s/ Sol L. Berg
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Sol L. Berg
President
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CERTIFICATE OF INCORPORATION
OF
IMSCO TECHNOLOGIES, INC.
Pursuant to the provisions of the Delaware General Corporation Law, the
undersigned, being the sole incorporator of the Corporation, hereby certifies
and sets forth as follows:
FIRST: The name of the corporation is IMSCO Technologies, Inc. (the
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"Corporation").
SECOND: The address, including the street, number, city and county., of
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the registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the city of Wilmington, in the County of New Castle; and the name of
the registered agent of the corporation in the State of Delaware at such address
is The Corporation Trust company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
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activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of shares of capital stock which the
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Corporation shal have authority to issue is SIXTEEN MILLION (16,000,000), of
which FIFTEEN MILLION (15,000,000) shall be shares of common stock, $.0001 par
falue pe4 share, and ONE MILLION (1,000,000) shares of Preferred Stock, $.0001
par value per share.
FIFTH: The Corporation is to have perpetual existence.
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SIXTH: The Corporation rewserves the right to amend, alter, change or
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repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
SEVENTH: No director of the Corporation shall be liaable to the
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Corporation or its stockholders for monetary damages for greach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholder, (ii) for acts or omission
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Seciton 174 if the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.
EIGHTH: Every director and officer of the corporation shall be
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indemnified by the Corporation against any and all judgments, fines, amounts
paid in settling or otherwise disposing of actions or threatened actions, and
expenses in connection therewith, incurred by reason of fact that he was a
director or officer of the corporation or any other corporation of
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any kind, domestic or foreign, which he served in any capacity at the request of
the corporation, to the full extent that such indemnification may be lawful
under the Delaware General Corporation law. Expenses so incurred by any such
person in defending a civil or criminal action or proceeding shall likewise at
his request be paid by the Corporationin advance of the final disposition of
such action or proceeding to the full extent that such advancement of expenses
may be lawful under said laws.
The Undersigned, being the incorporator, for the purpose of forming a
corporation pursuant to the General Corporation law of the State of Delaware,
does make this certificate, hereby declaring and certifying that this is my act
and deed and the facts herein stated are true, and accordingly has hereunto set
my hands this 16th day of May, 1996.
/s/ Rachele A. David
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Rachele A. David
c/o Campbell & Fleming, P.C.
250 Park Avenue
New York, New York 10177
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CERTIFICATEOF AGREEMENT OF MERGER
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THIS AGREEMENT OF MERGER (the "Merger Agreement") is made and
entered into this 9th day of July, 1996 by and among IMSCO TECHNOLOGIES, INC., a
Delaware corporation ("Technologies") and IMSCO, INC., a Massachusetts
corporation ("Imsco"), with reference to the following facts:
A. Technologies is a corporation incorporated, existing, and
in good standing under the laws of the State of Delaware. Technologies'
authorized capital consists of 15,000,000 shares of Common Stock, $0.001 par
value, of which 3e,000,000 shares will be issued and outstanding immediately
prior to the filing hereof (the "Technologies common"), and 1,000,000 shares of
Preferred Stock, $0.01 par value, none of which are issued and outstanding. All
of such shares are collectively referred to herein as the "Technologies Shares."
B. Imsco is a corporation incorporated, existing, and in good
standing under the laws of the Commonwealth of Massachusetts. Imsco's
authorized capital consists of 3,000,000 shares of common Stock, $.001 par
value, of which 3,000,000 are issued and outstanding (the "Imsco Common").
C. Technologies and Imsco (the "Constituent Corporations")
deem it desirable and in their mutual best interests to merge into a single
corporation (the "Merger") and to have Technologies as the surviving corporation
(the "Surviving Corporation").
E. The Boards of Diretors of Technologies anad Imsco, and the
stockholders of Technologies and Imsco, have adopted resolutions approving the
Merger Agreement.
NOW, THEREFORE, on the basis of the foregoing factors are in
consideration of the mutual covenants and agreements set foreth herein, the
parties hereto agree as folows:
1. Merger.. At the Effective Date of the Merger (as
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hereinafter defined), Imsco shall be merged with and into Technologies under the
laws of the State of Delaware, whereupon the separate existence of Imsco shall
cease and Technolgies, as the Surviving Corporation, shall succeed without other
transfer, to all the rights and properties of Imsco and shall be subject to all
the debts and liabilities of the Imsco in the same manner as if Technologies had
incurred them.
2. Filing and Effective Date. The Surviving Corporation shall
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file a copy of this Merger Agreement with the Delaware Secretary of State (the
"Secretary of State") pursuant to Section 252 of the Delaware General
Corporation Law. The effective time of the Merger (the "Effective Date") shall
be the time at which a copy of the Merger Agreement is
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filed with the Delaware Secretary of State.
3. Certificate of Incorporation. The Certificate of
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Incorporation of Technologies at the Effective Date shall be the Certificate of
Incorporation of the Surviving Corporation.
4. Bylaws. The Bylaws of Technologies at the Effective Date
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shall be the Bylaws of the Surviving Corporation.
5. Conversion of Shares. The manner of converting the shares
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of each of the Constituent Corporations shall be as follows:
(a) Upon consummation of the Merger, each outstanding
share of Imsco Common shall be automatically converted into one share of
Technologies Common.
(b) The conversion of Imsco Common as provided by this
Agreement shall occur automatically at the Effective Date without action by the
holder thereof. Each holder of such shares may tender their original share
certificate or certificates to Technologies' corporate secretary, and upon
receipt of such certificates, Technologies shall deliver and exchange tehrefor a
new Technologies share certificate representing the appropriate number of shares
of Technologies Common to which such holder shall be entitled as set forth
above.
6. Further Assurances. Each of the parties shall take or
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cause to be taken all actions, and do or cause to be done all things necessary,
proper or advisable to effectuate the Merger.
7. Intended Tax Effects. This Agreement is intended as a plan
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of reorganization within the meaning of Section 368 of the Internal Revenue
Code.
8. Counterparts. The Merger Agreement may be executed in two
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or more coutnerparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused the Merger
Agreement to be duly executed by their respective Presidents and Secretaries,
who have been duly authorized to do so by the required votes of their respective
stockholders.
IMSCO TECHNOLOGIES, INC., IMSCO, INC.
a Delaware corporation a Massachusetts corporation
By /s/ Sol L. Berg By /s/ Sol L. Berg
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President President
By /s/ Gloria Berg By /s/ Gloria Berg
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Secretary Secretary
