EXHIBIT A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Merger Agreement")
is entered into on this ____ day of __________, 1999 by and
between GLADSTONE RESOURCES, INC., a Washington corporation
("Gladstone-Washington") and GLADSTONE RESOURCES, INC., a
Delaware corporation (hereinafter referred to as
"Gladstone-Delaware").
R E C I T A L S:
WHEREAS, Gladstone-Washington is a corporation duly
organized and existing under the laws of the State of
Washington;
WHEREAS, Gladstone-Delaware is a corporation duly
organized and existing under the laws of the State of
Delaware;
WHEREAS, on the date hereof, the authorized capital of
Gladstone-Washington consists of Six Million (6,000,000)
shares of common stock, no par value per share ("Gladstone-
Washington Common Stock"), of which ____________ shares are
issued and outstanding;
WHEREAS, on the date hereof, the authorized capital of
Gladstone-Delaware consists of Ten Million (10,000,000)
shares of common stock, par value $.001 per share
("Gladstone-Delaware Common Stock"), of which 100 shares are
issued and outstanding and Five Million (5,000,000) shares
of preferred stock, par value $0.001 per share, of which no
shares are issued and outstanding;
WHEREAS, the respective Boards of Directors of
Gladstone-Washington and Gladstone-Delaware have determined
that it is advisable and in the best interests of each such
corporation that Gladstone-Washington merge with and into
Gladstone-Delaware upon the terms and subject to the
conditions of this Merger Agreement for the purpose of
effecting the reincorporation of Gladstone-Washington in the
State of Delaware, and the respective Boards of Directors of
Gladstone-Washington and Gladstone-Delaware have, by
resolutions duly adopted, approved and adopted this Merger
Agreement; and
WHEREAS, the parties intend by this Merger Agreement to
effect a "reorganization" under Section 368 of the Internal
Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the foregoing and
the representations, warranties and agreements contained
herein, the parties hereto agree as follows:
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A G R E E M E N T S:
A. Merger. At the Effective Time (as hereinafter
defined), Gladstone-Washington shall be merged with and into
Gladstone-Delaware (the "Merger"). Gladstone-Delaware shall
be the surviving corporation of the Merger (hereinafter
sometimes referred to as the "Surviving Corporation"), and
the separate corporate existence of Gladstone-Washington
shall cease. The Merger shall become effective upon the
filing of a Certificate of Merger with the Secretary of
State of the State of Delaware and the Secretary of State of
the State of Washington. The date and time when the Merger
shall become effective is herein referred to as the
"Effective Time."
B. Governing Documents.
1. The Certificate of Incorporation of Gladstone-Delaware
as it may be amended or restated subject to applicable law,
and as in effect immediately prior to the Effective Time,
shall constitute the Certificate of Incorporation of the
Surviving Corporation without further change or amendment
until thereafter amended in accordance with the provisions
thereof and applicable law.
2. The Bylaws of Gladstone-Delaware as in effect
immediately prior to the Effective Time shall constitute the
Bylaws of the Surviving Corporation without change or
amendment until thereafter amended in accordance with the
provisions thereof and applicable law.
C. Officers and Directors. The persons who are officers
and directors of Gladstone-Washington immediately prior to
the Effective Time shall, after the Effective Time, be the
officers and directors of the Surviving Corporation, without
change until their successors have been duly elected or
appointed and qualified or until their earlier death,
resignation or removal in accordance with the Surviving
Corporation's Certificate of Incorporation and Bylaws and
applicable law.
D. Rights, Privileges, Etc. At the Effective Time, the
separate corporate existence of Gladstone-Washington shall
cease, and the Surviving Corporation shall possess all the
rights, privileges, powers and franchises of a public or
private nature and be subject to all the restrictions,
disabilities and duties of Gladstone-Washington; and all the
rights, privileges, powers and franchises of Gladstone-
Washington on whatever account, as well for share
subscriptions and all other things in action, shall be
vested in the Surviving Corporation; and all property,
rights, privileges, powers and franchises, and all and every
other interest shall be thereafter as effectively the
property of the Surviving Corporation as the same were of
Gladstone-Washington, and the title to any real estate
vested by deed or otherwise shall not revert or be in any
way impaired by reason of the Merger, but all rights of
creditor and liens upon any property of Gladstone-Washington
shall be reserved unimpaired, and all debts, liabilities and
duties of Gladstone-Washington shall thenceforth attach to
the Surviving Corporation and may be enforced against it to
the same extent as if such debts, liabilities and duties had
been incurred or contracted by it; provided, however, that
such liens upon property of Gladstone-Washington will be
limited to the
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property affected thereby immediately prior to the
Merger. All corporate acts, plans, policies, agreements,
arrangements, approvals and authorizations of Gladstone-
Washington, its shareholders, Board of Directors and
committees thereof, officers and agents which were valid and
effective immediately prior to the Effective Time, shall be
taken for all purposes as the acts, plans, policies,
agreements, arrangements, approvals and authorizations of
the Surviving Corporation, its shareholders, Board of
Directors and committees thereof, respectively, and shall be
as effective and binding thereon a the same were with
respect to Gladstone-Washington.
E. Conversion of Shares. At the Effective Time, by virtue
of the Merger and without any action on the part of the
holder thereof:
1. Each share of Gladstone-Washington Common Stock
outstanding immediately prior to the Effective Time shall,
except as provided in Section 8 hereof, be converted into,
and shall become, one fully paid and nonassessable share of
Gladstone-Delaware Common Stock.
2. Each share of Gladstone-Washington Common Stock held in
the treasury of Gladstone-Washington immediately prior to
the Effective Time shall be automatically converted into one
share of Gladstone-Delaware Common Stock, which shares shall
continue to be retained and held by Gladstone-Delaware in
the treasury thereof.
3. Each option, warrant, purchase right, convertible debt
instrument or other security of Gladstone-Washington issued
and outstanding immediately prior to the Effective Time
shall be changed and converted into and shall be an
identical security of Gladstone-Delaware, and the same
number of shares of Gladstone-Delaware Common Stock shall be
reserved for purposes of the exercise of such option,
warrant, purchase right, convertible debt instrument or
other securities as is equal to the number of shares of
Gladstone-Washington Common Stock so reserved at the
Effective Time; and
4. Each share of Gladstone-Delaware Common Stock issued
and outstanding immediately prior to the Effective Time
shall be canceled and retired, and no payment shall be made
with respect thereto, and such shares shall resume the
status of unauthorized and unissued shares of Gladstone-
Delaware Common Stock.
F. Stock Certificates. At and after the Effective Time,
all of the outstanding certificates which immediately prior
to the Effective Time represented shares of Gladstone-
Washington Common Stock shall be deemed for all purposes to
evidence ownership of, and to represent shares of, Gladstone-
Delaware Common Stock into which the shares of Gladstone-
Washington Common Stock formerly represented by such
certificates have been converted as herein provided. The
registered owner on the books and records of Gladstone-
Washington or its transfer agent of any such outstanding
stock certificate shall, until such certificate shall have
been surrendered for transfer or otherwise accounted for to
the Surviving Corporation or its transfer agent, have and be
entitled to exercise any voting or other rights with respect
to and to receive
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any dividends and other distributions upon the shares
of Gladstone-Delaware Common Stock evidenced by such
outstanding certificate as above provided.
G. Other Employee Benefit Plans. As of the Effective
Time, the Surviving Corporation hereby assumes all
obligations of Gladstone-Washington under any and all
employee benefit plans in effect as of the Effective Time or
with respect to which employee rights or accrued benefits
are outstanding as of the Effective Time.
H. Dissenting Sharholders.
1. Notwithstanding the provisions of Section 5.a. hereof,
any outstanding shares of Gladstone-Washington Common Stock
held by a shareholder who shall have elected to dissent from
the Merger and who shall have exercised and perfected his
right to dissent with respect to such shares in accordance
with Chapter 23B.13 of the Washington Business Corporation
Act (a "Dissenting Shareholder") shall not be converted into
shares of Gladstone-Delaware Common Stock as a result of the
Merger, but such Dissenting Shareholders shall be entitled
to receive in lieu thereof only such consideration as shall
be provided in such Chapter 23B.13, except that shares of
Gladstone-Washington Common Stock outstanding immediately
prior to the Effective Time and held by a Dissenting
Shareholder who shall thereafter withdraw his election to
dissent from the Merger or lose his right to dissent from
the Merger as provided in such Chapter 23B.13 shall be
deemed converted, as of the Effective Time, into such number
of shares of Gladstone-Washington Common Stock as such
holder otherwise would have been entitled to receive as a
result of the Merger.
2. Gladstone-Delaware hereby agrees that it may be served
with process in the State of Washington in any proceeding to
enforce any obligation or the rights of a Dissenting
Shareholder arising from the Merger. Gladstone-Delaware
appoints the Secretary of State of Washington as its agent
to accept service of process for any such proceeding and a
copy of such process shall be mailed by the Secretary of
State of the State of Washington to Gladstone-Delaware at
3500 Oak Lawn, Suite 590, LB 49, Dallas, Texas 75219,
Attention: Corporate Secretary.
I. Governing Law. This Merger Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
J. Amendment. Subject to applicable law and subject to
the rights of Gladstone-Washington's shareholders further to
approve any amendment which would have a material adverse
effect on such shareholders, this Merger Agreement may be
amended, modified or supplemented by written agreement of
the parties hereto at any time prior to the Effective Time
with respect to any of the terms contained herein.
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K. Deferral or Abandonment. At any time prior to the
Effective Time, this Merger Agreement maybe terminated and
the Merger may be abandoned or the time of consummation of
the Merger may be deferred for a reasonable time by the
Board of Directors of either Gladstone-Washington or
Gladstone-Delaware or both, notwithstanding approval of this
Merger Agreement by the shareholders of Gladstone-Washington
or the stockholders of Gladstone-Delaware, or both, if
circumstances arise which, in the opinion of the Board of
Directors of Gladstone-Washington or Gladstone-Delaware,
make the Merger inadvisable or such deferral of the time of
consummation thereof advisable.
L. Counterparts. This Merger Agreement may be executed in
any number of counterparts, each of which shall constitute
an original document but all of which together shall
constitute one and the same Agreement.
M. Further Assurances. From time to time, as and when
required or requested by either Gladstone-Washington or
Gladstone-Delaware, as applicable, or by its respective
successors and assigns, there shall be executed and
delivered on behalf of the other corporation, or by its
respective successors and assigns, such deeds, assignments
and other instruments, and there shall be taken or caused to
be taken by it all such further and other action, as shall
be appropriate or necessary in order to vest, perfect or
confirm, of record or otherwise, in the Surviving
Corporation the title to and possession of all property,
interests, assets, rights, privileges, immunities, powers,
franchise and authority of Gladstone-Washington and
otherwise to carry out the purposes of this Merger
Agreement, and the officers and directors of each
corporation are fully authorized in the name and on behalf
of such corporation or otherwise, to take any and all such
action and to execute and deliver any and all such deeds,
assignments and other instruments.
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IN WITNESS WHEREOF, Gladstone-Washington and Gladstone-
Delaware have caused this Merger Agreement to be signed by
their respective duly authorized officers and delivered this
___ day of _______________, 1999.
GLADSTONE RESOURCES, INC.,
a Washington corporation
By:________________________________
Name: Johnathan M. Hill
Title: Chief Executive Officer
GLADSTONE RESOURCES, INC.
a Delaware corporation
By:_________________________________
Name: Johnathan M. Hill
Title: Chief Executive Officer
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