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EXHIBIT 2.1
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AGREEMENT OF MERGER AND
PLAN OF MERGER AND REORGANIZATION
Agreement of Merger and Plan of Merger and Reorganization dated April 20, 1998,
by and between DataLink Capital Corporation, a Florida corporation
("DCC-Florida"), and DCC Acquisition Corporation, a Nevada corporation
("DCC-Nevada") (hereinafter, DCC-Florida and DCC-Nevada being called the
"Constituent Corporations").
WHEREAS:
1. The Boards of Directors of DCC-Florida and DCC-Nevada have resolved that
DCC- Florida be merged (hereinafter called the "Merger") under and pursuant to
the Nevada Statutes Revised and the Florida Business Corporation Act into a
single corporation existing under the laws of the State of Nevada, to wit,
DCC-Nevada, which shall be the surviving corporation (such corporation in its
capacity as such surviving corporation being sometimes referred to herein as the
"Surviving Corporation") in a transaction qualifying as a reorganization within
the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as
amended;
2. The authorized capital stock of DCC-Florida consists of 100,000,000
shares of capital stock with a par value of $.0001 per share (hereinafter called
"DCC-Florida Stock"), 1,956,097 shares of which are issued and outstanding;
3. The authorized capital stock of DCC-Nevada consists of (a) 100,000,000
shares of common stock with a par value of $.0001 per share (hereinafter called
"DCC- Nevada Stock"), 1,000 shares of which are issued and outstanding, and (b)
10,000,000 shares of preferred stock with a par value of $.0001 per share, none
of which are issued and outstanding; and
4. The respective Boards of Directors of DCC-Florida and DCC-Nevada have
approved the Merger upon the terms and conditions hereinafter set forth and have
approved this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
provisions and covenants herein contained, the parties hereto hereby agree, in
accordance with the Nevada Revised Statutes and the Florida Business Corporation
Act, that DCC-Florida shall be, at the Effective Date (as hereinafter defined),
merged into a single corporation existing under the laws of the State of Nevada,
to wit, DCC-Nevada, which shall be the Surviving Corporation, and the parties
hereto adopt and agree to the following agreements, terms and conditions
relating to the Merger and the mode of carrying the same into effect:
I. SHAREHOLDERS' CONSENTS; FILINGS; EFFECTS OF MERGER
1.1. Action by Shareholders of DCC-Florida. DCC-Florida shall obtain the
approval of its shareholders, in accordance with the Florida Business
Corporation Act, at the earliest practicable date, which written consent shall,
among other matters, adopt and ratify this Agreement.
1.2. Action by DCC-Florida as Sole Shareholder of DCC-Nevada. At the
earliest practicable date, DCC-Florida, as the sole shareholder of DCC-Nevada,
shall adopt this Agreement in accordance with the Nevada Revised Statutes.
1.3. Filing of Articles of Merger; Effective Date. If (a) this Agreement is
adopted by the shareholders of DCC-Florida, in accordance with the Florida
Business Corporation Act, (b) this Agreement has been adopted by DCC-Florida as
the sole shareholder of DCC-Nevada, in accordance with the Nevada Revised
Statutes, and (c) this Agreement is not thereafter, and has not theretofore
been, terminated or abandoned as permitted by the provisions hereof, then an
Articles of Merger shall be filed and recorded in accordance with the Nevada
Revised Statutes and an Articles of Merger shall be filed and recorded in
accordance with the Florida Business Corporation Act. Such filings shall be made
on the same day. The Merger shall become effective at 9:00 A.M. on the calendar
day following the day of such filing in Nevada, which date and time is herein
referred to as the "Effective Date".
1.4. Certain Effects of Merger. On the Effective Date, the separate
existence of DCC-Florida shall cease, and DCC-Florida shall be merged into
DCC-Nevada which, as the Surviving Corporation, shall possess all the rights,
privileges, powers and franchises, of a public as well as of a private nature,
and be subject to all the restrictions, disabilities and duties of each of the
Constituent Corporations; and all and singular, the rights, privileges, powers
and franchises of the Constituent Corporations, and all property, real, personal
and mixed, and all debts due to the Constituent Corporations on whatever
account, as well as for stock subscriptions and all other things in action or
belonging to such Constituent Corporations, 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 effectually the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise, under the laws of Florida,
Nevada or any other jurisdiction, in any of the Constituent Corporations, shall
not revert or be in any way impaired; but all rights of creditors and all liens
upon any property of any of the Constituent Corporations shall be preserved
unimpaired, and all debts, liabilities and duties of the Constituent
Corporations shall thenceforth attach to the Surviving Corporation and may be
enforced against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it. At any time, or from time to time, after
the Effective Date, the last acting officers of DCC-Florida, or the
corresponding officers of the Surviving Corporation, may, in the name of
DCC-Florida, execute and deliver all such proper deeds, assignments and other
instruments and take or cause to be taken all such further or other action as
the Surviving Corporation may deem necessary or desirable in order to vest,
perfect or confirm in the Surviving Corporation title to and possession of all
of the Constituent Corporations' property, rights, privileges, powers,
franchises, immunities and interests and otherwise to carry out the purposes of
this Agreement.
II. NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION; BYLAWS
2.1. Name of Surviving Corporation. The name of the surviving corporation
from and after the Effective Date shall be "DataLink Capital Corporation", which
change in name shall be reflected in an Articles of Amendment to Articles of
Incorporation to be filed with the Secretary of State of Nevada simultaneously
with the Articles of Merger.
2.2. Articles of Incorporation. The Articles of Incorporation of DCC-Nevada
as in effect on the date hereof shall, from and after the Effective Date, be and
continue to be the Articles of Incorporation of the Surviving Corporation, until
changed or amended as provided by law.
2.3. Bylaws. The Bylaws of DCC-Nevada, as in effect immediately before the
Effective Date, shall, from and after the Effective Date, be and continue to be
the Bylaws of the Surviving Corporation, until amended as provided therein.
III. STATUS AND CONVERSION OF SECURITIES
The manner and basis of converting the shares of the capital stock of the
Constituent Corporations and the nature and amount of securities of DCC-Nevada
which the holder of shares of DCC-Florida Stock are to receive in exchange for
such shares are as follows:
3.1. DCC-Florida Stock. Each share of DCC-Florida Stock which shall be
issued and outstanding immediately before the Effective Date shall, by virtue of
the Merger and without any action on the part of the holder thereof, be
converted at the Effective Date into one (1) fully paid share of DCC-Nevada
Stock.
3.2. DCC-Nevada Stock Held by DCC-Florida. All issued and outstanding
shares of DCC- Nevada Stock held by DCC-Florida immediately before the Effective
Date shall, by virtue of the Merger and at the Effective Date, cease to exist
and the certificate(s) representing such shares shall be cancelled.
3.3. Surrender of Certificates. After the Effective Date, certificates
evidencing outstanding shares of DCC-Florida Stock shall evidence the right of
the holder thereof to receive a certificate(s) for shares of DCC-Nevada Stock as
aforesaid. Holders of certificates representing shares of DCC-Florida Stock,
upon surrender of such certificates to the transfer agent of the DCC-Nevada
Stock to effect the exchange of certificates, shall be entitled to receive, upon
such surrender, a certificate or certificates representing a like number of
shares of DCC-Nevada Stock. Until so surrendered, outstanding certificates for
shares of DCC-Florida Stock shall be deemed for all corporate purposes,
including voting rights, subject to the further provisions of this Article 3, to
evidence the ownership of the shares of DCC-Nevada Stock into which such shares
of DCC-Florida Stock have been so converted. No dividends or distributions will
be paid to the person entitled to receive certificates for shares of DCC-Nevada
Stock pursuant hereto until such person shall have surrendered his DCC-Florida
Stock certificates; but there shall be paid to the record holder of such
certificate, with respect to the number of shares of DCC-Nevada Stock issued in
exchange therefor (i) upon such surrender, the amount of any dividends or
distributions with a record date after the Effective Date and before surrender
which shall have become payable thereon since the Effective Date, without
interest; and (ii) after such surrender, the amount of any dividends thereon
with a record date after the Effective Date and before surrender and the payment
date of which shall be after surrender, such amount to be paid on such payment
date. If any certificate for shares of DCC-Nevada 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 the issuance thereof that the
certificate so surrendered shall be properly endorsed and otherwise be in proper
form for transfer and that the person requesting such exchange pay to the
transfer agent any transfer or other taxes required by reason of the issuance of
a certificate for shares of DCC- Nevada Stock in any name other than that of the
registered holder of the certificate surrendered, or establish to the
satisfaction of the transfer agent that such tax has been paid or is not
payable. At the Effective Date of the Merger, all shares of DCC-Florida Stock
which shall then be held in its treasury, if any, shall cease to exist, and all
certificates representing such shares shall be cancelled.
3.4 Fractional Shares. DCC-Nevada will not issue certificates representing
fractional shares of DCC-Nevada Stock, upon the Merger. Rather, each holder of a
fractional interest in DCC-Nevada Stock will receive the sum of $.01 for such
fractional interest.
IV. MISCELLANEOUS
4.1. This Agreement may be terminated and the proposed Merger abandoned at
any time before the Effective Date of the Merger, and whether before or after
approval of this Agreement of Merger and Plan of Merger and Reorganization by
the mutual agreement of the Board of Directors of the Constituent Corporations
abandoning this Agreement of Merger and Plan of Merger and Reorganization.
4.2. On and after the Effective Date of the Merger, the officers and
directors of DCC-Nevada shall remain in such positions until their earlier
resignation or removal.
4.3. For the convenience of the parties hereto and to facilitate the filing
of this Agreement of Merger and Plan of Merger and Reorganization, any number of
counterparts hereof may be executed; and each such counterpart shall be deemed
to be an original instrument.
IN WITNESS WHEREOF, this Agreement has been executed by DataLink Capital
Corporation , a Florida corporation, and DCC Acquisition Corporation, a Nevada
corporation, all on the date first above written.
DCC-Florida:
DATALINK CAPITAL CORPORATION
ATTEST: (a Florida corporation)
/s/ By: /s/ Glenn A. Little
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Secretary Glenn A. Little
President
DCC-Nevada:
DCC ACQUISITION CORPORATION
ATTEST: (a Nevada corporation)
/s/ By: /s/ Glenn A. Little
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Secretary Glenn A. Little
President