EXHIBIT 2.2
SHAREHOLDER'S POWER OF ATTORNEY
The Guitron Corporation
38 Place du Commerce, Suite 230
Nuns' Island, Montreal, Quebec
Canada H3E 1T8
Attention: Richard Duffy, President
Dear Mr. Duffy:
It is contemplated that the undersigned (hereinafter sometimes referred to
as the "Shareholder"), along with other shareholders of The Guitron Corporation
(the "Canadian Company") (such shareholders and the undersigned are hereinafter
sometimes referred to herein, collectively, as the "Shareholders") will exchange
their shares of the capital stock of the Canadian Company for shares in Guitron
International Inc., a Delaware Corporation (the "Delaware Company").
1. In connection with the foregoing, the undersigned hereby makes,
constitutes and appoints Richard Duffy the true and lawful attorney-in-fact of
the undersigned (the "Attorney-in-Fact"), with full power and authority, in the
name of and for and on behalf of the undersigned:
(a) To exchange the number of shares of stock of the Canadian Company (the
"Canadian Company Shares") owned by the undersigned, as set forth at Instruction
3 at the end of this Power of Attorney, for shares of the common stock of the
Delaware Company ("Delaware Company Shares") at a ratio of 3.25 Delaware Company
Shares for each Canadian Company Share.
(b) For the purpose of effecting such exchange, to execute and deliver an
Agreement and Plan of Reorganization among the Canadian Company, the Delaware
Company, and the Shareholders (the "Acquisition Agreement"), which includes
representations and warranties by the undersigned in substantially the form of
the preliminary copy of the Acquisition Agreement heretofore received by the
undersigned and attached as Appendix B hereto, containing such terms and
conditions as the Attorney-in-Fact, in his sole discretion, shall determine and,
if necessary, a stock power(s) evidencing the transfer of the shares to be
exchanged by the undersigned in accordance with the terms and conditions of the
Acquisition Agreement.
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(c) To deliver to the undersigned new certificates representing the number
of Delaware Company Shares which the undersigned shall be entitled to receive in
exchange for the undersigned's Canadian Company Shares at the closing of the
Acquisition Agreement and to return to the undersigned the old certificates
representing the undersigned's Canadian Company Shares in the event the
Acquisition Agreement is not executed or fails to close pursuant to the terms
thereof.
(d) To make, execute, acknowledge and deliver all such other contracts,
stock powers, orders, receipts, notices, instructions, certificates, letters and
other writings, and in general to do all things and to take all actions which
the Attorney-in-Fact, in his sole discretion, may consider necessary or proper
in connection with, or to carry out, the exchange of the Canadian Company Shares
for the Delaware Company Shares in accordance with the terms of the Acquisition
Agreement, as fully as could the undersigned if personally present and acting.
2. This Power of Attorney and all authority conferred hereby are granted
and conferred subject to and in consideration of the interests of the Canadian
Company, and the other Shareholders, and for the purposes of completing the
transactions contemplated by the Acquisition Agreement. This Power of Attorney
and all authority conferred hereby shall be irrevocable until December 31, 2000,
and shall not be terminated by any act of the undersigned or by operation of
law, whether by the death or incapacity of the undersigned (or either or any of
them) or by the occurrence of any other event or events (including, without
limiting the foregoing, the termination of any trust or estate for which the
undersigned is acting as a fiduciary or fiduciaries), and if after the execution
hereof the undersigned shall die or become incapacitated, or if any other such
event or events shall occur before the completion of the transactions
contemplated by the Acquisition Agreement and this Power of Attorney, all
actions taken by the Attorney-in-Fact hereunder shall be as valid as if such
death, incapacity, or other event or events had not occurred regardless of
whether or not the Attorney-in-Fact, shall have received notice of such death,
incapacity or other event.
3. The Attorney-in-Fact shall have full power to make and substitute any
attorney-in-fact in his place and stead, and the undersigned hereby ratifies and
confirms all that the Attorney-in-Fact or his substitute or substitutes shall do
by virtue of these present all actions hereunder which may be taken by the
Attorney-in-Fact or his substitutes. The term "Attorney-in-Fact"as used herein
shall include such substitutes.
4. The undersigned hereby represents, warrants and agrees that:
(a) The undersigned has full right, power and authority to enter into this
Power of Attorney and the Acquisition Agreement.
(b) The undersigned has and, at the time of delivery to the Delaware
Company of the Canadian Company Shares on the Closing Date (as such term is
defined in the Acquisition
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Agreement), will have full right, power and authority to sell, assign, transfer,
and deliver the Canadian Company Shares to be exchanged by him pursuant to the
Acquisition Agreement.
(c) He is, and at the time of the delivery of the Canadian Company Shares
on the Closing Date will be, the lawful owner of and has, and will then have,
valid and unencumbered title to such shares and, upon delivery and exchange of
such shares, in accordance with the terms of the Acquisition Agreement, the
Delaware Company will acquire valid and unencumbered title thereto.
(d) Neither the execution and delivery of the Acquisition Agreement, this
Power of Attorney, the fulfillment of the terms therein or herein set forth, nor
the consummation of the transactions therein or herein contemplated will
conflict with or constitute a breach of or default under any agreement or other
instrument to which the undersigned is a party, by which the undersigned is
bound, or to which the undersigned's property or assets are subject, or any
statute, order, rule, regulation, judgment or decree applicable to the
undersigned or the undersigned's property or assets.
(e) The certificates representing the shares to be exchanged by the
undersigned under the Acquisition Agreement are, and on the Closing Date will
be, genuine and valid and the undersigned has no knowledge of any fact which
would impair the validity of the certificates; the shares to be exchanged by the
undersigned under the Acquisition Agreement, have been duly and validly
authorized and issued and are fully paid and nonassessable; and upon delivery of
such shares and receipt in exchange therefor of 3.25 Delaware Company Shares for
every Canadian Company Share, the undersigned will convey valid and unencumbered
title to such shares.
(f) The undersigned has enclosed herewith a certificate or certificates
for the number of shares proposed to be exchanged by the undersigned under the
Acquisition Agreement, in proper form for good delivery, and duly executed, and
has granted the Attorney-in-Fact irrevocable authority to purchase all requisite
stock transfer tax stamps and to hold such certificate or certificates for good
delivery, and for exchange for certificates for The Delaware Company Shares,
pursuant to the provisions of the Acquisition Agreement, on the Closing Date on
the undersigned's behalf, and the undersigned has duly executed and delivered
this Power of Attorney appointing Richard Duffy, with full power of
substitution, as such Shareholder's Attorney-in-Fact.
5. The Attorney-in-Fact shall be entitled to act and rely upon any
statement, request, notice or instructions respecting this Power of Attorney
given by the undersigned, not only as to the authorization, validity and
effectiveness thereof, but also as to the truth and acceptability of any
information contained therein; It is understood that the Attorney-in-Fact
assumes no responsibility or liability to any person other than to deal with the
certificates for the Canadian Company Shares deposited with him and the
certificates for the Delaware Company Shares to be exchanged therefor in
accordance with the provisions hereof. The Attorney-in-Fact shall not be liable
for any error of judgment or for any act done or omitted or for any mistake of
fact or law except for the Attorney-in-Fact's own negligence or bad faith.
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6. It is understood that the Attorney-in-Fact shall serve entirely without
compensation.
This Power of Attorney shall terminate if the Acquisition, as that term is
defined in the Acquisition Agreement, is not closed on or prior to December 31,
2000.
Witness the due execution of the foregoing Power of Attorney as of the
date written below.
INSTRUCTIONS
THIS POWER OF ATTORNEY MUST BE RETURNED TO THE COMPANY TOGETHER WITH A
CERTIFICATE OR CERTIFICATES REPRESENTING ALL SHARES OF STOCK HELD BY YOU IN THE
GUITRON CORPORATION, DULY COMPLETED BY _______________________.
1. Fill in Date. ____________________
2. Fill in number of shares of
stock beneficially* owned
by you in The Guitron
Corporation. ____________________
3. Fill in number of shares of
The Guitron Corporation
beneficially* represented
by certificates enclosed
herewith ____________________
5. Sign exactly as name or names appear on stock certificate. If certificate is
held in more than one name, all must sign.
________________________________________
________________________________________
________________________________________
________________________________________
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6. Fill in your address.
________________________________________
________________________________________
________________________________________
________________________________________
7. Have this Power of Attorney notarized in the appropriate form on the next
page(s).
8. Return this Power of Attorney, and your stock certificate(s) in the
enclosed envelope.
9. Notice to all Shareholders who are custodians, trustees and/or guardians:
Please enclose copies of all documentation demonstrating your authority to
enter into and be bound by this Power of Attorney and the Custody
Agreement (e.g., enclose appropriate trust agreement; etc.).
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*See Appendix A attached hereto.
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ACKNOWLEDGMENT FOR INDIVIDUAL
STATE (PROVINCE) OF _______________ )
) SS.
COUNTY OF ______________ )
On this _______________ day of _______________, in the year , before me, a
Notary Public in and for the (State) (Province) of _______________, personally
appeared _______________ personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to this
instrument, and acknowledged that _____ executed it.
(SEAL)
______________________________
Notary Public
State (Province) of _______________
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ACKNOWLEDGMENT FOR INDIVIDUAL
SERVING AS ATTORNEY-IN-FACT
FOR SHAREHOLDER
STATE (PROVINCE) OF _______________ )
) SS.
COUNTY OF ______________ )
On this __________ day of _______________, in the year _______, before me,
a Notary Public in and for the State of _______________, personally appeared
_______________ personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to this
instrument as the attorney-in-fact of _______________, and acknowledged to me
that _____ he subscribed the name of _______________ thereto as principal, and
his (her) own name as attorney-in-fact.
(SEAL)
______________________________
Notary Public
State (Province) of _______________
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CORPORATE ACKNOWLEDGMENT
STATE (PROVINCE) OF }
} ss.
COUNTY OF }
On this day of , 2000, before me personally appeared ____________________
(and _______________________) to me known, who being by me sworn, did depose and
say that such person(s) is (are) the _____________________________ (and the ___)
of _______________________________, the corporation described in and which
executed the foregoing instrument and that such person(s) so executed such
instrument by order of the Board of Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
[Notary Seal] ..........................................
My Commission Expires: ........................................
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PARTNERSHIP ACKNOWLEDGMENT
STATE (PROVINCE) OF }
} ss.
COUNTY OF }
On this ______ day of ____________, 2000, before me personally appeared
________________________ one of the partners of the firm of
________________________, known to me to be the person who executed the
foregoing instrument and acknowledged that he/she executed, and was duly
authorized to execute, the same as and for the act and deed of said firm.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
[Notary Seal] ..........................................
My Commission Expires: ........................................
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APPENDIX A
Definitions
For purpose of the representations made in the Power of Attorney, the
following definitions shall be applicable:
"Beneficially" when used in connection with the ownership of securities,
means (a) any interest in a security which entitles a party to any of the rights
or benefits of ownership even though such party may not be the owner of record
or (b) securities owned by such party directly or indirectly, including those
held by him for his own benefit (regardless of how registered) and securities
held by others for his benefit (regardless of how registered), such as by
custodians, brokers, nominees, pledgees, etc., and including securities held by
an estate or trust in which such party has an interest as legatee or
beneficiary, securities owned by a partnership or which such party is a partner,
securities held by a personal holding company of which such party is a
stockholder, etc., and securities held in the name of such party's spouse, minor
children and any relative (sharing the same home). A "beneficial owner" of a
security includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or shares:
(1) Voting power which includes the power to vote, or to direct the
voting of, such security; and/or
(2) investment power which includes the power of dispose, or to direct
the disposition of such security.
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