EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
OF MANTECH INTERNATIONAL CORPORATION,
A DELAWARE CORPORATION,
AND
MANTECH INTERNATIONAL CORPORATION,
A NEW JERSEY CORPORATION
THIS AGREEMENT AND PLAN OF MERGER dated as of January __, 2002 (the
"Agreement") is by and between ManTech International Corporation, a Delaware
corporation ("ManTech Delaware"), and ManTech International Corporation, a New
Jersey corporation ("ManTech New Jersey"). ManTech Delaware and ManTech New
Jersey are sometimes referred to herein as the "Constituent Corporations."
RECITALS
WHEREAS, ManTech Delaware is a corporation duly organized and existing
under the laws of the State of Delaware and has an authorized capital stock of
1,000 shares of Common Stock, par value $0.01 per share (the "Old Delaware
Common Stock") and as of the date hereof, 100 shares of Old Delaware Common
Stock are issued and outstanding, all of which are held by ManTech New Jersey;
WHEREAS, immediately prior to the Effective Time of the Merger (as defined
below), ManTech Delaware will amend and restate its Certificate of Incorporation
so that ManTech Delaware's total authorized capital stock will consist of
220,000,000 shares, of which (a) 150,000,000 shares are Class A common stock,
$0.01 par value per share (the "Delaware Class A Common"), (b) 50,000,000 shares
are Class B common stock, $0.01 par value per share (the "Delaware Class B
Common" and together with the Class A Common, the "ManTech Delaware Common
Stock") and (c) 20,000,000 shares are preferred stock, which is undesignated as
to series, rights, preferences, privileges or restrictions;
WHEREAS, ManTech New Jersey is a corporation duly organized and existing
under the laws of the State of New Jersey and its total authorized capital stock
consists of 25,350,000 shares, no par value per share, of which (a) 25,000,000
shares are designated as Class A common stock ("New Jersey Class A Common"), (b)
250,000 shares are designated as Class B common stock ("New Jersey Class B
Common"), and (c) 100,000 shares are designated as Class C common stock ("New
Jersey Class C Common" and collectively with the New Jersey Class A Common and
New Jersey Class B Common, the "ManTech New Jersey Common Stock").
WHEREAS, as of the date hereof, 1,022,882 shares of New Jersey Class A
Common, 41,113 shares of New Jersey Class B Common, and 71,664 shares of New
Jersey Class C Common are issued and outstanding, and there exists the right to
purchase an additional 9,789 shares of New Jersey Class B Common pursuant to an
option granted under the ManTech International Corporation 1995 Long-Term
Incentive Plan (the "Option");
WHEREAS, the Board of Directors of ManTech New Jersey has determined that,
for the purpose of effecting the reincorporation of ManTech New Jersey in the
State of Delaware, it is advisable and in the best interests of ManTech New
Jersey and its stockholders that ManTech New Jersey merge with and into ManTech
Delaware upon the terms and conditions herein provided;
WHEREAS, the respective Boards of Directors of ManTech Delaware and ManTech
New Jersey have approved this Agreement and have directed that this Agreement be
submitted to a vote of their
respective stockholders and, assuming approval thereof, executed by the officers
on the signature page hereto.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, ManTech Delaware and ManTech New Jersey hereby agree, subject to
the terms and conditions hereinafter set forth, as follows:
AGREEMENT
1. MERGER
1.1. MERGER. In accordance with the provisions of this Agreement, the
Delaware General Corporation Law, including Section 253, and the New Jersey
Business Corporation Act, including Section 14A:10-7, ManTech New Jersey shall
be merged with and into ManTech Delaware (the "Merger"), the separate existence
of ManTech New Jersey shall cease and ManTech Delaware shall survive the Merger
and shall continue to be governed by the laws of the State of Delaware, and
ManTech Delaware shall be, and is herein sometimes referred to as, the
"Surviving Corporation," and the name of the Surviving Corporation shall be
"ManTech International Corporation."
1.2. FILING AND EFFECTIVENESS. The Merger shall become effective when all
of the following actions shall have been completed:
(a) This Agreement and the Merger have been adopted and approved by
the stockholders of each Constituent Corporation in accordance with the
requirements of the Delaware General Corporation Law and the New Jersey Business
Corporation Act;
(b) All of the conditions precedent to the consummation of the Merger
specified in this Agreement shall have been satisfied or duly waived by the
party entitled to satisfaction thereof;
(c) An executed Certificate of Merger or an executed, acknowledged and
certified counterpart of this Agreement meeting the requirements of the Delaware
General Corporation Law shall have been filed with the Secretary of State of the
State of Delaware; and
(d) An executed Certificate of Merger or an executed counterpart of
this Agreement meeting the requirements of the New Jersey Business Corporation
Act shall have been filed with the Secretary of State of the State of New
Jersey.
The date and time when the Merger shall become effective, as aforesaid, is
herein called the "Effective Date of the Merger."
1.3. EFFECT OF THE MERGER. Upon the Effective Date of the Merger, the
separate existence of ManTech New Jersey shall cease and ManTech Delaware, as
the Surviving Corporation, shall: (i) continue to possess all of its assets,
rights, powers and property as constituted immediately prior to the Effective
Date of the Merger; (ii) be subject to all actions previously taken by its and
ManTech New Jersey's Boards of Directors; (iii) succeed, without other transfer,
to all of the assets, rights, powers and property of ManTech New Jersey in the
manner as more fully set forth in Section 259 of the Delaware General
Corporation Law, (iv) continue to be subject to all of its debts, liabilities
and obligations as constituted immediately prior to the Effective Date of the
Merger, including, without
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limitation, the ManTech International Corporation 1995 Long-Term Incentive Plan
and (v) succeed, without other transfer, to all of the debts, liabilities and
obligations of ManTech New Jersey in the same manner as if ManTech Delaware had
itself incurred them, all as more fully provided under the applicable provisions
of the Delaware General Corporation Law and the New Jersey Business Corporation
Act.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1. CERTIFICATE OF INCORPORATION. The Amended and Restated Certificate of
Incorporation of ManTech Delaware, which shall be attached as Exhibit A to the
Certificate of Merger filed with the Delaware Secretary of State on the
Effective Date of the Merger, shall be the Certificate of Incorporation of the
Surviving Corporation until duly amended in accordance with the provisions
thereof and applicable law.
2.2. BYLAWS. The Bylaws of ManTech Delaware as in effect immediately prior
to the Effective Date 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 and applicable law.
2.3. DIRECTORS AND OFFICERS. The directors and officers of ManTech New
Jersey immediately prior to the Effective Date of the Merger shall be the
directors and officers of the Surviving Corporation until their respective
successors shall have been duly elected and qualified or until as otherwise
provided by law, or the Certificate of Incorporation of the Surviving
Corporation or the Bylaws of the Surviving Corporation, and shall have all
powers and authorities granted to such office previously.
3. MANNER OF CONVERSION OF STOCK
3.1. MANTECH NEW JERSEY COMMON STOCK. Upon the Effective Date of the
Merger, each share of New Jersey Class B Common, issued and outstanding
immediately prior thereto shall, by virtue of the Merger and without any action
by the Constituent Corporations, the holder of such shares, or any other person,
be changed and converted into and exchanged for one share of fully paid and
nonassessable share of Delaware Class A Common, and each share of New Jersey
Class A Common and New Jersey Class C Common, issued and outstanding immediately
prior thereto shall, by virtue of the Merger and without any action by the
Constituent Corporations, the holder of such shares, or any other person, be
changed and converted into and exchanged for one share of fully paid and
nonassessable share of Delaware Class B Common.
3.2. MANTECH NEW JERSEY OPTION. Upon the effective date of the Merger, the
Option shall be assumed by the Surviving Corporation and shall continue to have
and be subject to, the same terms and conditions set forth in the ManTech New
Jersey 1995 Long-Term Incentive Plan immediately prior to the effective time,
except that (i) such Option shall be exercisable for that number of shares of
Delaware Class A Common Stock equal to the number of shares of New Jersey Class
B Common that were issuable upon exercise of the Option immediately prior to the
Effective Date, and (ii) the per share exercise price for the shares of Delaware
Class A Common issuable upon exercise of such assumed Option shall be equal to
the per share exercise price for the shares of New Jersey Class B Common that
were issuable upon exercise of such Option immediately prior to the Effective
Date.
3.3. OUTSTANDING OLD DELAWARE COMMON STOCK. Upon the Effective Date of the
Merger, each share of Old Delaware Common Stock, issued and outstanding
immediately
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prior thereto shall, by virtue of the Merger and without any action by ManTech
Delaware, the holder of such shares or any other person, be canceled and
retired.
3.4. EXCHANGE OF CERTIFICATES.
The registered owner on the books and records of the Surviving Corporation
of any shares of stock represented by such outstanding certificate shall, until
such certificate shall have been surrendered for transfer or conversion or
otherwise accounted for to the Surviving Corporation have and be entitled to
exercise any voting and other rights with respect to and to receive dividends
and other distributions upon the shares of ManTech Delaware Common Stock
represented by such outstanding certificate as provided above.
Each certificate representing ManTech Delaware Common Stock issued in the
Merger shall bear the same legends, if any, with respect to the restrictions on
transferability as the certificates of ManTech New Jersey Common Stock so
converted and given in exchange therefor, unless otherwise determined by the
Board of Directors of the Surviving Corporation in compliance with applicable
laws.
If any certificate for shares of ManTech Delaware Common Stock is to be
issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of issuance thereof
that the certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer, that such transfer otherwise be proper and that the
person requesting such transfer pay to ManTech Delaware or any transfer or other
taxes payable by reason of issuance of such new certificate in a name other than
that of the registered holder of the certificate surrendered or establish to the
satisfaction of ManTech Delaware that such tax has been paid or is not payable.
4. GENERAL
4.1. FURTHER ASSURANCES. From time to time, as and when required by ManTech
Delaware or by its successors or assigns, there shall be executed and delivered
on behalf of ManTech New Jersey such deeds and other instruments, and there
shall be taken or caused to be taken by ManTech Delaware and ManTech New Jersey
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 ManTech Delaware the
title to and possession of all the property, interests, assets, rights,
privileges, immunities, powers, franchises and authority of ManTech New Jersey
and otherwise to carry out the purposes of this Agreement, and the officers and
directors of ManTech Delaware are fully authorized in the name and on behalf of
ManTech New Jersey or otherwise to take any and all such action and to execute
and deliver any and all such deeds and other instruments.
4.2. ABANDONMENT. At any time before the filing of this Agreement with the
Secretary of State of the State of Delaware, this Agreement may be terminated
and the Merger may be abandoned for any reason whatsoever by the Board of
Directors of either ManTech New Jersey or ManTech Delaware, or both,
notwithstanding the approval of this Agreement by the shareholders of ManTech
New Jersey or by the sole stockholder of ManTech Delaware, or by both.
4.3. AMENDMENT. The Boards of Directors of the Constituent Corporations may
amend this Agreement at any time prior to the filing of this Agreement (or
certificate in lieu thereof) with the Secretaries of State of the States of New
Jersey and Delaware, provided that an amendment made subsequent to the adoption
of this Agreement by the stockholders of either Constituent Corporation shall
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not: (1) alter or change the amount or kind of shares, securities, cash,
property and/or rights to be received in exchange for or on conversion of all or
any of the shares of any class or series thereof of such Constituent
Corporation, (2) alter or change any term of the Certificate of Incorporation of
the Surviving Corporation to be effected by the Merger, or (3) alter or change
any of the terms and conditions of this Agreement if such alteration or change
would adversely affect the holders of any class of shares or series thereof of
such Constituent Corporation.
4.4. REGISTERED OFFICE. The registered office of the Surviving Corporation
in the State of Delaware is located at 1209 Orange Street, in the City of
Wilmington 19801, County of New Castle, and the name of its registered agent at
this address is The Corporation Trust Company.
4.5. AGREEMENT. Executed copies of this Agreement will be on file at the
principal place of business of the Surviving Corporation, 12015 Lee Jackson
Highway, Fairfax, VA 22033-3300, and copies thereof will be furnished to any
stockholder of either Constituent Corporation, upon request and without cost.
4.6. GOVERNING LAW. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Delaware and, so far as applicable, the merger provisions of the New
Jersey Business Corporation Act.
4.8. COUNTERPARTS. In order to facilitate the filing and recording 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, this Agreement, having first been approved by resolutions of
the Boards of Directors of ManTech Delaware and ManTech New Jersey, is hereby
executed on behalf of each of such two corporations and attested by their
respective officers thereunto duly authorized.
MANTECH INTERNATIONAL CORPORATION,
a Delaware corporation
By:
-------------------------------------------
George J. Pedersen, Chairman President and
Chief Executive Officer
ATTEST:
- --------------------
Jo-An J. Free, Secretary
MANTECH INTERNATIONAL CORPORATION,
a New Jersey corporation
By:
-------------------------------------------
George J. Pedersen, Chairman, President and
Chief Executive Officer
ATTEST:
- --------------------
Jo-An J. Free, Secretary
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