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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 23, 1998,
by and between Triton Asset Management, Inc., a Florida corporation
("Triton-Florida"), and Triton Acquisition Corporation, a Nevada corporation
("Triton-Nevada") (hereinafter, Triton-Florida and Triton-Nevada being called
the "Constituent Corporations").
WHEREAS:
1. The Boards of Directors of Triton-Florida and Triton-Nevada have
resolved that Triton-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, Triton-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 Triton-Florida consists of 100,000,000
shares of capital stock with a par value of $.02 per share (hereinafter called
"Triton-Florida Stock"), 7,950,000 shares of which are issued and outstanding;
3. The authorized capital stock of Triton-Nevada consists of (a)
100,000,000 shares of common stock with a par value of $.0001 per share
(hereinafter called "Triton- 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 Triton-Florida and Triton-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 Triton-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, Triton-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 Triton-Florida. Triton-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 Triton-Florida as Sole Shareholder of Triton-Nevada. At the
earliest practicable date, Triton-Florida, as the sole shareholder of
Triton-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 Triton-Florida, in accordance with the Florida
Business Corporation Act, (b) this Agreement has been adopted by Triton-Florida
as the sole shareholder of Triton-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 Triton-Florida shall cease, and Triton-Florida shall be merged into
Triton-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 Triton-Florida, or the
corresponding officers of the Surviving Corporation, may, in the name of
Triton-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 "Triton Asset Management, Inc.",
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
Triton-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 Triton-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
Triton-Nevada which the holder of shares of Triton-Florida Stock are to receive
in exchange for such shares are as follows:
3.1. Triton-Florida Stock. Each share of Triton-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 Triton- Nevada
Stock.
3.2. Triton-Nevada Stock Held by Triton-Florida. All issued and outstanding
shares of Triton- Nevada Stock held by Triton-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 Triton-Florida Stock shall evidence the right
of the holder thereof to receive a certificate(s) for shares of Triton-Nevada
Stock as aforesaid. Holders of certificates representing shares of
Triton-Florida Stock, upon surrender of such certificates to the transfer agent
of the Triton-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 Triton-Nevada Stock. Until so
surrendered, outstanding certificates for shares of Triton-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
Triton-Nevada Stock into which such shares of Triton-Florida Stock have been so
converted. No dividends or distributions will be paid to the person entitled to
receive certificates for shares of Triton-Nevada Stock pursuant hereto until
such person shall have surrendered his Triton-Florida Stock certificates; but
there shall be paid to the record holder of such certificate, with respect to
the number of shares of Triton-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 Triton-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 Triton-
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 Triton-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. Triton-Nevada will not issue certificates
representing fractional shares of Triton-Nevada Stock, upon the Merger. Rather,
each holder of a fractional interest in Triton-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 Triton-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 Triton Asset
Management, Inc., a Florida corporation, and Triton Acquisition Corporation, a
Nevada corporation, all on the date first above written.
TRITON-FLORIDA:
TRITON ASSET MANAGEMENT, INC.
ATTEST: (a Florida corporation)
/s/ By: /s/
Secretary Glenn A. Little
President
TRITON-NEVADA:
TRITON ACQUISITION CORPORATION
ATTEST: (a Nevada corporation)
/s/ By: /s/
Secretary Glenn A. Little
President