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EXHIBIT 99(C)
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (the "Agreement") is entered into as of this
14th day of May, 1998 by and among ACS SYSTEMS, INC., a California corporation
(the "Company"), ACS MERGER, INC., a Delaware corporation ("Merger Subsidiary")
and MICRO GENERAL CORPORATION, a Delaware Corporation and the Parent of Merger
Subsidiary ("Parent") (the Company and Merger Subsidiary are sometimes
collectively referred to herein as the "Constituent Corporations").
RECITALS:
A. The Company is a corporation duly organized and existing under the
laws of the State of California and has an authorized capital of 300,000 shares,
all of which are designated common stock (the "ACS Common Stock"). As of May 14,
1998, there were 3,000 shares of ACS Common Stock issued and outstanding.
B. Merger Subsidiary is a corporation duly organized and existing under
the laws of the State of Delaware and has an authorized capital of 1,000 shares,
all of which are designated common stock (the "Merger Subsidiary Common Stock").
As of May 14, 1998, there were 100 shares of Merger Subsidiary Common Stock
issued and outstanding.
C. The respective Boards of Directors of the Company and Merger
Subsidiary have approved this Agreement and the respective sole shareholder and
sole stockholder of the Company and Merger Subsidiary have duly approved, in
accordance with the applicable laws of the State of California, the principal
terms of this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. THE MERGER.
1.1 MERGER AND EFFECTIVENESS. In accordance with the provisions of this
Agreement and the California General Corporation Law ("CGCL"), Merger Subsidiary
shall be merged with and into the Company (the "Merger"), with the Company as
the surviving corporation (the "Surviving Corporation"). The Merger shall become
effective in accordance with the CGCL upon the filing of this Agreement,
together with a Certificate of Approval of each Constituent Corporation, with
the Secretary of State of the State of California (the "Effective Time").
1.2 EFFECT OF THE MERGER. Upon the Effective Time of the Merger, the
separate existence of Merger Subsidiary shall cease and the Company, as the
Surviving Corporation, shall succeed, without other transfer, to all the rights
and property of Merger Subsidiary and shall be subject to all the debts and
liabilities of Merger Subsidiary in the same manner as if the Company itself
incurred them. The Merger shall otherwise have the effects set forth in Section
1107 of the CGCL.
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2. CHARTER DOCUMENTS.
2.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of the
Company as in effect immediately before the Effective Time of the Merger shall
continue in full force and effect as the Articles of Incorporation of the
Surviving Corporation until duly amended in accordance with the provisions
thereof and applicable law.
2.2 BYLAWS. The Bylaws of the Company as in effect immediately before
the Effective Time of the Merger shall continue in full force and effect as the
Bylaws of the Surviving Corporation until duly amended in accordance with the
provisions thereof, the Articles of Incorporation and applicable law.
3. MANNER OF CONVERSION OF STOCK.
3.1 CONVERSION OF ACS COMMON STOCK. At the Effective Time of the
Merger, by virtue of the Merger and without any action on the part of the holder
thereof, all shares of ACS Common Stock which were issued and outstanding
immediately prior to the Effective Time of the Merger shall be converted into
the right to receive an aggregate of 4,600,000 shares of common stock, par value
$.05 per share, of Parent ("Parent Common Stock") on a pro rata basis without
interest (the "Merger Consideration").
3.2 MERGER SUBSIDIARY COMMON STOCK. At the Effective Time of the
Merger, by virtue of the Merger and without any action on the part of the holder
thereof, each share of common stock of Merger Subsidiary which was issued and
outstanding immediately prior to the Effective Time of the Merger shall be
converted into the right to receive one (1) share of ACS Common Stock
4. GENERAL.
4.1 FURTHER ASSURANCES. From time to time, as and when required by the
Company, its successors or assigns, there shall be executed and delivered on
behalf of Merger Subsidiary such deeds and other instruments, and there shall be
taken or caused to be taken by it such further and other actions as shall be
appropriate or necessary in order to vest or perfect in or conform of record or
otherwise by the Company the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of Merger Subsidiary and otherwise to carry out the purposes of this
Agreement, and the officers and directors of the Company are fully authorized in
the name and on behalf of Merger Subsidiary or otherwise to take all such
actions and to execute and deliver all such deeds and other instruments.
4.2 AMENDMENTS; WAIVERS. Any provision of this Agreement may be amended
or waived prior to the Effective Time of the Merger if, and only if, such
amendment or waiver is in writing and signed, in the case of an amendment, by
the Company, Merger Subsidiary and Parent or in the case of a waiver, by the
party against whom the waiver is to be effective and, in either case approved by
the shareholders of the Company, Merger Subsidiary and/or Parent, as applicable
and as required by law.
4.3 INTEGRATION. This Agreement is being entered into pursuant to, and
in order to implement the terms of, the Plan.
4.4 GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with and governed by the laws of the State of California.
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4.5 COUNTERPARTS. In order to facilitate the filing of this Agreement,
the same may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the Company, Merger Subsidiary and Parent have each
caused this Agreement of Merger to be executed by their respective authorized
officers as of the date first above written.
MICRO GENERAL CORPORATION
By:
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Thomas E. Pistilli, President
By:
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Linda I. Morton, Secretary
ACS MERGER, INC.
By:
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Carl A. Strunk, President and
Secretary
ACS SYSTEMS, INC.
By:
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Mark J. Attaway, President
By:
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M'Liss Jones Kane, Secretary
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CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Mark J. Attaway and M'Liss Jones Kane hereby certify that:
1. They are the President and the Secretary, respectively, of ACS
SYSTEMS, INC., a California corporation (the "Corporation").
2. The Agreement of Merger, in the form attached hereto (the "Agreement
of Merger"), was duly approved by the Board of Directors of the Corporation.
3. There is one class of shares of the Corporation, consisting of
Common Stock, and the number of shares outstanding and entitled to vote on the
merger is 3,000 shares of Common Stock.
4. The principal terms of the Agreement of Merger were approved by a
vote of a number of shares of Common Stock of the Corporation which equaled or
exceeded the vote required. The percentage vote required was more than fifty
percent (50%) of the outstanding shares of Common Stock
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and
correct of our own knowledge.
Date: May 14, 1998
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Mark J. Attaway, President
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M'Liss Jones Kane, Secretary
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CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Carl A. Strunk hereby certifies that:
1. He is the President, Treasurer and Secretary of ACS MERGER, INC., a
Delaware corporation (the "Corporation").
2. The Agreement of Merger, in the form attached hereto (the "Agreement
of Merger"), was duly approved by the Board of Directors of the Corporation.
3. There is one class of shares of the Corporation, consisting of
Common Stock, and the number of shares outstanding and entitled to vote on the
merger is 100 shares of Common Stock.
4. The principal terms of the Agreement of Merger were approved by a
vote of a number of shares of Common Stock of the Corporation which equaled or
exceeded the vote required. The percentage vote required was more than fifty
percent (50%) of the outstanding shares of Common Stock.
5. Equity securities of Micro General Corporation, a Delaware
corporation and the parent of the Corporation (the "Parent"), are to be issued
in the merger. No vote of shareholders of the Parent was required.
I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and
correct of my own knowledge.
Date: May 14, 1998
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Carl A. Strunk, President, Treasurer
and Secretary