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EXHIBIT 2
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REORGANIZATION AGREEMENT
This Agreement dated as of September 30, 1998 by and between Spectrum
Laboratories, Inc., a California corporation ("SLI") and Spectrum Medical
Industries, Inc., a California corporation ("SMI").
WHEREAS, SLI sells various medical and laboratory products to SMI and SMI
sells various laboratory and medical products to SLI;
WHEREAS, SLI supplies the membranes used in a majority of SMI"s membrane
based products;
WHEREAS, the Board of Directors of SLI and SMI have each determined that
the long term interests of the shareholders of both companies can best be served
by combining the companies in a merger; and
WHEREAS, SMI and SMI's shareholders own collectively approximately 92% of
the issued and outstanding shares of SLI;
NOW, THEREFORE, the parties agree as follows:
1. MERGER. SLI and SMI each adopt the Plan of Merger attached hereto as
Exhibit A, whereby the Companies are merged, the ownership rights of SMI
shareholders are terminated and SMI shareholders receive 98 shares for each
share of SMI common stock.
2. BUSINESS. SLI shall continue the business of SMI.
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3. EFFECTIVE DATE. This Agreement shall be effective as of September 30,
1998 subject to the consent of the California Department of Taxation. No merger
between SLI and Spectrum Laboratories, Inc., a Delaware corporation shall be
effective until the reorganization set forth herein has been effected.
4. GOVERNING LAW. This Agreement shall be governed by the laws of
California.
In witness whereof, the parties hereto have executed this Agreement as of
September 30, 1998.
SPECTRUM MEDICAL INDUSTRIES, INC.
By: ________________________________________
Roy T. Eddleman, Chief Executive Officer
SPECTRUM LABORATORIES, INC.
By: _______________________________________
Roy T. Eddleman, Chief Executive Officer
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EXHIBIT A
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PLAN OF MERGER
PLAN OF MERGER providing for the merger of Spectrum Medical Industries,
Inc., a California corporation ("SMI") into Spectrum Laboratories, Inc., a
California Corporation ("SLI") (SMI and SLI being hereinafter sometimes
individually referred to as a "Constituent Corporation" and collectively as the
"Constituent Corporations").
W I T N E S S E T H
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This Plan of Merger provides for the Merger of SMI into SLI (the "Merger")
pursuant to the provisions of the California Corporation Law, with SLI as the
surviving corporation (hereinafter sometimes referred to as the "Surviving
Corporation"). The terms and conditions of the proposed Merger, including the
manner and basis of converting, or the cash to be paid or delivered in exchange
for, shares of each Constituent Corporation are and shall be as follows:
Article 5. Merger; Certificate of Incorporation; By-Laws; Directors; Officers
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a. MERGER. At the Effective Time of the Merger (as hereinafter defined) SMI
shall be merged into SLI and its separate existence shall cease. Thereafter,
SLI, as the Surviving Corporation, shall, consistent with its Certificate of
Incorporation, possess all of the rights, privileges, immunities, powers and
purpose of each of the Constituent Corporations, shall be vested with all the
property, real and persons, causes of action and every other asset of each of
the Constituent Corporations; and shall assume and be liable for all the
liabilities, obligations and penalties of each of the Constituent Corporations.
b. CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION. At the Effective
Time of the Merger of the Certificate of Incorporation of SLI shall be the
Certificate of Incorporation of the Surviving Corporation (subject to amendment
from time to time thereafter in the manner provided by law).
c. BY-LAWS OF SURVIVING CORPORATION. The By-Laws of SLI as in effect prior
to the Effective Time of the Merger shall become and continue to be the By-Laws
of the Surviving Corporation until thereafter duly modified, amended or
repealed.
d. DIRECTORS AND OFFICERS OF SURVIVING CORPORATION. The directors and
officers of the Surviving Corporation, each of whom shall hold office from the
Effective Time of the Merger until his respective successor is duly elected or
appointed in the manner provided in the Certificate of Incorporation and/or
By-Laws of the Surviving Corporation or as otherwise provided by law, shall be
those persons who are at the Effective Time of the Merger directors and officers
of SLI If at the Effective Time of the Merger any vacancy or vacancies shall
exist in the directors or officers of the Surviving Corporation, such vacancy,
or vacancies may thereafter be filled in the manner provided in the By-Laws of
the Surviving Corporation.
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Article 6. Conversion of and Cash Payable for Shares of Constituent
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Corporations
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a. SHARES OF SMI. At the Effective Time of the Merger, the holders of all
of the then issued and outstanding shares of SMI Common Stock shall forthwith be
entitled to receive ninety-eight (98) shares of Common Stock of the Surviving
Corp., and all shares of SMI shall automatically be canceled, terminated and
retired and shall cease to exist and the holders of such shares shall cease to
have any rights with respect thereto other than to receive shares of SLI
therefore as provided.
b. SURRENDER OF SMI CERTIFICATES. Following the Effective Time of the
Merger, each holder of shares of SMI Common Stock outstanding at the Effective
Time of the Merger upon surrender of his certificate(s) therefor to, and in
conformance with such reasonable requirements as may be established by, the
Surviving Corporation, shall be entitled to receive shares of SLI promptly
following receipt thereof (together with such letters of transmittal and other
documents as may reasonably be required) by the Surviving Corporation.
Article 7. Effective Time of the Merger; Modification; Abandonment
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a. EFFECTIVE TIME OF THE MERGER. The Merger provided for herein shall
become effective upon the filing of an appropriate Certificate of Merger by the
Department of State of California or at such later date as may be set forth in
such Certificate of Merger, and shall be effective immediately prior to any
merger by SLI with Spectrum Laboratories, Inc., a Delaware corporation. The time
and date at which the Merger so becomes effective is herein referred to as the
"Effective Time of the Merger."
b. MODIFICATION. At any time prior to the filing of the Certificate of
Merger, whether before or after adoption of this Plan of Merger by the
affirmative vote of two-thirds of the respective shareholders of the Constituent
Corporations in accordance with the California Corporation Law, this Plan of
Merger may be modified, amended or supplemented in such manner as may be
authorized or approved by the respective Board of Directors of the Constituent
Corporation.
c. ABANDONMENT. Notwithstanding approval by the shareholders of the
Constituent Corporations, this Plan of Merger may be terminated and the Merger
provided for herein abandoned at any time prior to the filing of the Certificate
of Merger by action of the respective boards of directors of either SMI or SLI