EXHIBIT A
AGREEMENT AND PLAN OF MERGER
THIS PLAN OF MERGER (the "Agreement"), dated as of _____________, 1997, is
made and entered into by and between Adage, Inc., a Pennsylvania corporation
("Adage"), and RELM Wireless Corporation, a Nevada corporation ("RELM
Wireless").
WITNESSETH:
WHEREAS, the Company is a Pennsylvania corporation; and
WHEREAS, RELM Wireless is a Nevada corporation and a wholly owned
subsidiary of Adage; and
WHEREAS, the respective Boards of Directors of the Company and RELM
Wireless have determined that it is desirable to merge (the "Merger") Adage with
and into RELM Wireless, with RELM Wireless as the surviving corporation under
the name "RELM Wireless Corporation"; and
WHEREAS, Adage, as sole shareholder of RELM Wireless, has executed a
written consent approving the Merger.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
MERGER
1.01. On the effective date of the Merger (hereinafter referred to as the
"Effective Date") as provided herein, Adage shall be merged with and into RELM
Wireless, the separate existence of Adage shall cease and RELM Wireless
(hereinafter sometimes referred to as the "Surviving Corporation") shall
continue to exist under the name "RELM Wireless," by virtue of, and shall be
governed by the laws of the State of Nevada. The address of the registered
office of the Surviving Corporation in the State of Nevada will be 502 East John
Street, Carson City, Nevada 89706. The name of the Surviving Corporation shall
be RELM Wireless Corporation.
ARTICLE II
ARTICLES OF INCORPORATION OF SURVIVING CORPORATION
2.01. From and after the Effective Date, the Articles of Incorporation (the
"Nevada Articles of Incorporation") of RELM Wireless (as in effect at the
Effective Date) shall be the Articles of Incorporation of the Surviving
Corporation unless and until amended in accordance with applicable law.
ARTICLE III
BY-LAWS OF THE SURVIVING CORPORATION
3.01. From and after the Effective Date, the By-Laws (the "Nevada By-Laws") of
RELM Wireless (as in effect at the Effective Date) shall be the By-Laws of the
Surviving Corporation unless and until amended in accordance with applicable
law.
ARTICLE IV
EFFECT OF MERGER ON STOCK OF CONSTITUENT CORPORATIONS
4.01. On the Effective Date, each outstanding share of common stock of Adage,
$0.60 par value per share ( "Adage Common Stock"), shall be converted into and
exchanged for one share of common stock, $0.60 par value per share of RELM
Wireless ("RELM Wireless Common Stock"); and each outstanding share of RELM
Wireless Common Stock held by Adage immediately before the effective time of the
Merger shall be retired and canceled and assume the status of authorized but
unissued shares of RELM Wireless Common Stock.
4.02. All outstanding options, warrants and other rights to acquire shares of
Adage Common Stock outstanding on the Effective Date will automatically be
converted into equivalent options, warrants and other rights to purchase the
same number of shares of RELM Wireless Common Stock. In addition, each of
Adage's employee benefit plans shall be continued and assumed by RELM Wireless.
4.03. (a) As of the Effective Date, each holder of an outstanding certificate
which immediately before the Effective Date represented shares of Adage Common
Stock (an *Adage Certificate*) will cease to have any right as a stockholder of
Adage. At that time, such holder's sole right will be to receive in exchange for
such holder's Adage Certificates, on surrender thereof to RELM Wireless, which
will act as the exchange agent for Adage Certificates (the *Exchange Agent*), a
certificate or certificates representing the number of RELM Wireless shares into
which such shares shall have been converted pursuant to Article 4.01 of this
Agreement. The stock transfer books of Adage will be closed upon effectiveness
of the Merger and all subsequent transfers of records of certificates
previously representing shares of capital stock will be made in the stock
transfer books of RELM Wireless.
(b) Notwithstanding any other provision of this Agreement, if any dividends
are declared on any shares of RELM Wireless Common Stock converted from shares
of Adage Common Stock with respect to which the Adage Certificate has not been
surrendered to the Exchange Agent, such dividends, if any, will only be paid
upon the surrender of such Adage Certificate for exchange as provided herein,
and no interest shall be paid on any such dividends.
ARTICLE V
CORPORATE EXISTENCE, POWERS AND LIABILITIES
OF SURVIVING CORPORATION
5.01 On the Effective Date, the Merger shall have the effects set forth in
Chapter 19, Subchapter C of the Pennsylvania Business Corporation Law (the
"PBCL") and Sections 92A.250 and 92A.260 of the Nevada General Corporation Law
(the "NGCL"). All corporate acts, plans, policies, agreements, arrangements,
approvals and authorizations of Adage, its shareholders, Board of Directors and
committees thereof, officers and agents that were valid and effective
immediately prior to the Effective Date, shall be taken for all purposes as the
acts, plans, policies, agreements, approvals and authorizations of the Surviving
Corporation and shall be as effective and binding thereon as the same were with
respect to Adage. The employees and agents of Adage shall become the employees
and agents of the Surviving Corporation and continue to be entitled to the same
rights and benefits that they enjoyed as employees and agents of Adage.
The requirements of any plans or agreements of Adage involving the issuance or
purchase by Adage of certain shares of its capital stock shall be satisfied by
the issuance or purchase of one share of the Surviving Corporation for every one
share of the Common Stock.
5.02. Adage agrees that it will execute and deliver, or cause to be executed and
delivered, all such deeds and other instruments and will take or cause to be
taken such further action as the Surviving Corporation may deem necessary in
order to vest in and confirm to the Surviving Corporation title to and
possession of all the property, rights, privileges, immunities, powers, purposes
and franchises, and all and every other interest of Adage and otherwise to carry
out the intent and purposes of this Agreement.
ARTICLE VI
OFFICERS AND DIRECTORS OF SURVIVING CORPORATION
6.01. The directors of Adage at the Effective Date shall be the directors of the
Surviving Corporation until their successors shall have been duly elected and
qualified or appointed and qualified or until their earlier death, resignation
or removal in accordance with the RELM Wireless Articles of Incorporation, the
RELM Wireless By-Laws and applicable law. From and after the
Effective Date, the officers of Adage shall be the officers of the Surviving
Corporation until their successors shall have been duly appointed and qualified
or until their earlier death, resignation or removal in accordance with the RELM
Wireless Articles of Incorporation, the RELM Wireless By-Laws and applicable
law. As of the Effective Date, the committees of the Board of Directors of the
Surviving Corporation shall be the same as and shall be composed of the same
persons who are serving on the committees of the Board of Directors of Adage as
they existed immediately before such date.
6.02. If, upon the Effective Date, a vacancy shall exist in the Board of
Directors of the Surviving Corporation, such vacancy shall be filled in the
manner provided by the RELM Wireless By-Laws.
ARTICLE VII
APPROVAL BY SHAREHOLDERS, EFFECTIVE DATE,
CONDUCT OF BUSINESS PRIOR TO EFFECTIVE DATE
7.01. As soon as practicable after approval of this Agreement by the
shareholders of Adage, Adage and RELM Wireless will execute Articles of Merger
or other applicable certificates or documentation effecting this Agreement and
shall cause the same to be filed with the Secretaries of State of Pennsylvania
and Nevada, respectively, in accordance with the PBCL and the NGCL, as
appropriate. The Effective Date shall be the date on which the Merger becomes
effective under the PBCL or the date on which the Merger becomes effective under
the NGCL, whichever occurs later.
7.02 The Boards of Directors of Adage and RELM Wireless may amend this Agreement
at any time prior to the Effective Date, provided that an amendment made
subsequent to the approval of the Merger by the shareholders of Adage may not
change: (1) the amount or kind of shares, obligations, cash, property or rights
to be received in exchange for or on conversion of all or any of the shares of
the constituent corporations; (2) any term of the RELM Wireless Articles of
Incorporation to be effected by the Merger; and (3) any of the terms and
conditions of this Agreement if the change would adversely affect the holders of
any shares of the constituent corporations.
ARTICLE VIII
TERMINATION OF MERGER
8.01. This Agreement may be terminated and the Merger abandoned at any time
prior to the Effective Date, whether before or after shareholder approval of
this Agreement, by the consent of the Boards of Directors of Adage and RELM
Wireless. In the event of such termination and abandonment, this Agreement shall
become null and void and have no effect, without any liability on the part of
any party to this Agreement or to their shareholders, directors or officers.
ARTICLE IX
MISCELLANEOUS
9.01. This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly and validly executed, as of the date first above written.
ADAGE, INC. RELM WIRELESS CORPORATION
a Pennsylvania corporation a Nevada corporation
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By: Donald F.U. Goebert, President By: Donald F.U. Goebert, President
ATTEST: ATTEST:
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William P. Kelly, Secretary William P. Kelly, Secretary