EXHIBIT 4.1
PLAN OF MERGER
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THIS PLAN OF MERGER (the "Plan of Merger"), is made and executed as of the
6th day of August, 2002 by Tridex Corporation, a Connecticut corporation
("Tridex") and Progressive Software Holding, Inc., a Delaware corporation (the
"Surviving Corporation").
Provision for the making of this Plan of Merger is contained in an Order,
dated July 9, 2002 and entered July 10, 2002 (the "Confirmation Order"), of the
United States Bankruptcy Court for the District of Connecticut in Case Nos.
02-50156 and -50157, jointly administered, confirming the First Amended and
Restated Plan of Reorganization (the "Plan of Reorganization") of Tridex and its
subsidiary, Progressive Software, Inc., a North Carolina Corporation. The
Confirmation Order empowers and directs Tridex to execute such documents and
take, or cause to be taken, any and all actions required to enable the effective
implementation of the Plan of Reorganization and the Confirmation Order. Section
7.1 of the Plan of Reorganization contemplates the merger of Tridex with and
into the Surviving Corporation and the filing of certificates of merger with the
Secretary of State of Delaware and with the Secretary of the State of
Connecticut as provided herein.
1. Capital Structure and Ownership
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Tridex has a total authorized capital stock consisting of 10,000,000 shares
of common stock (the "Tridex Common Stock"), no par value, of which 5,654,289
shares are issued and outstanding on the date hereof, and 2,000,000 shares of
preferred stock, $1.00 par value, of which none are issued and outstanding on
the date hereof.
The Surviving Corporation has a total authorized capital stock consisting
of 6,000,000 shares of capital stock, $0.01 par value, designated as 4,200,000
shares of Series A Common Stock (the "Series A Common Stock"), 800,000 shares of
Series B Common Stock and 1,000,000 shares of Preferred Stock, none of which are
issued and outstanding on the date hereof.
2. Merger
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At the Effective Time (as hereinafter defined), pursuant to Section 33-821
of the Connecticut Business Corporation Act and Section 252 of the Delaware
General Corporation Law, Tridex shall be merged with and into the Surviving
Corporation (the "Merger"), which shall be the surviving corporation and shall
continue in existence, on the terms and conditions hereinafter set forth. At the
Effective Time, the separate existence of Tridex shall thereby cease.
At the Effective Time, the effect of the Merger will be as provided in the
applicable provisions of the Connecticut Business Corporation Act and the
Delaware General Corporation Law. Without limiting the foregoing, and subject to
the provisions of such laws, at the Effective Time all the properties, assets,
rights, privileges, powers and franchises of Tridex will vest in the Surviving
Corporation.
3. Effective Time
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The effective time of the merger provided for herein shall be at the close
of business on the date on which a certificate of merger has been filed with the
Secretary of State of Delaware and a certificate of merger has been filed with
the Secretary of the State of Connecticut (the "Effective Time").
4. Conversion of Shares
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a. At the Effective Time every ten (10) shares of Tridex Common Stock
outstanding immediately prior to the Effective Time shall be converted into and
exchanged for the right to receive one (1) share of Series A Common Stock. At
the Effective Time, all shares of Tridex Common Stock, including, without
limitation, all treasury shares, will be canceled and extinguished and the
Series A Common Stock will be credited to the accounts maintained on behalf of
the holders thereof at the applicable record holder.
b. No fractional shares of Series A Common Stock shall be issued upon
conversion and exchange of any share or shares of Tridex Common Stock. All
shares of Series A Common Stock (including fractions thereof) issuable upon
conversion of more than one share of Tridex Common Stock by a holder thereof
shall be aggregated for purposes of determining whether the conversion and
exchange would result in the issuance of any fractional share. If, after the
aforementioned aggregation, the conversion and exchange would result in the
issuance of a fraction of a share of Series A Common Stock, the number of shares
of Series A Common Stock to be issued to any stockholder upon conversion and
exchange of the Tridex Common Stock shall be rounded to the nearest whole number
of shares.
c. At the Effective Time, all options, rights, warrants and other
securities exercisable for or convertible into shares of Tridex Common Stock
will be canceled and extinguished and shall be of no further force and effect.
5. The Surviving Corporation
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a. From and after the Effective Time until thereafter amended as provided
by law, the Certificate of Incorporation and By-laws of the Surviving
Corporation as in effect immediately prior to the merger shall be and continue
to be the Certificate of Incorporation and By-laws of the Surviving Corporation.
b. The following persons are the directors of the Surviving Corporation and
shall hold office as provided in the Certificate of Incorporation and By-laws of
the Surviving Corporation.
Directors
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William Beebe
Thomas R. Schwarz
Lynn Tilton
The persons who are the officers of the Surviving Corporation immediately
prior to the merger shall, until otherwise changed in the manner provided by
law, continue as the officers of the Surviving Corporation following the merger,
and shall hold office as provided in the Certificate of Incorporation and
By-laws of the Surviving Corporation.
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IN WITNESS WHEREOF, the parties hereto have executed this Plan of Merger as
of the day and year first above written.
Tridex Corporation, a Connecticut corporation
By: /s/ William A. Beebe
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Name: William A. Beebe
Title:Chief Financial Officer
Progressive Software Holding, Inc., a Delaware
corporation
By: /s/ William A. Beebe
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Name: William A. Beebe
Title:Treasurer
