EXHIBIT B
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into, on this 21st day
of November, 1997, by and between:
OLYMPIC REHABILITATION SERVICES, INC. ("OLYMPIC"), a corporation
organized pursuant to the laws of the state of Louisiana and having
its principal place of business at 62100 Poole's Bluff Road,
Bogalusa, Louisiana, represented herein by all of its Directors;
AND
ALLIED HEALTH PARTNERS, INC. ("ALLIED"), a corporation organized
pursuant to the laws of the state of Louisana and having its principal
place of business at 61200 Poole's Bluff Road, Bogalusa, Louisiana
70427, represented herein by all of its Directors.
WHEREAS:
A. Olympic is a corporation duly organized and existing under the laws of the
State of Louisiana, with its principal office located at 62100 Poole's Bluff
Road, Bogalusa, Louisiana;
B. Allied is a corporation duly organized and existing under the laws of the
State of Louisiana, with its principal office located at 62100 Poole's Bluff
Road, Bogalusa, Louisiana;
C. Claire Technologies, Inc. ("Claire") is the owner of all of the issued and
outstanding shares of Olympic;
D. Olympic and Allied, acting by their respective boards of directors, have
determined that it is advisable and in the best interests of their shareholders
that Olympic and Allied be merged on the terms and conditions set forth herein;
E. The boards of directors of each of Olympic and Allied have, in each case by
the unanimous affirmative vote of the full board of directors, authorized and
approved this Agreement, and the Merger provided for herein, and the said Merger
is authorized under the laws of the State of Louisiana;
F. It is the intent of Olympic and Allied that this merger qualify as a tax-
free reorganization for the Allied Shareholders under the tax laws of the United
States of America and, specifically, that it qualify as a statutory merger
within the meaning of Internal Revenue Code Section 368
(a)(1)(A) and/or a forward triangular merger within the meaning of Internal
Revenue Code Sections 368(a)(2)(D) and 368(a)(1)(A); and
G. The parties wish to record and document the terms and conditions of their
agreement;
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants herein, and subject to the terms and conditions hereinafter set
forth, the parties hereto agree as follows:
1. INTERPRETATION
1.1 Where used herein or in any amendments or schedules or exhibits hereto, the
following terms shall have the following meanings:
(a) "Acquisition Agreement" means the acquisition agreement previously
executed by the Allied Shareholders, Allied, Olympic and Claire,
effective November 20, 1997;
(b) "Business" means the business in which Olympic is engaged; namely, the
management and/or provision of therapy services;
(c) "Closing Date" means the date on which this Agreement is executed by
all parties;
(d) "Constituent Corporations" means Olympic and Allied;
(e) "Effective Date" means the effective date of the Merger, as set forth
in Section 3.3 hereof;
(f) "Allied Shares" means all of the issued and outstanding shares of
Allied;
(g) "Allied Shareholders" means all of the shareholders of Allied as of
the Closing Date;
(h) "Merger" means the merger of Olympic and Allied, as contemplated by
Section 2.1 of this Agreement;
(i) "Surviving Corporation" means Olympic as of and subsequent to the
Effective Date of the Merger;
(j) "Claire" means Claire Technologies Inc., a corporation duly organized
under the
laws of the State of Nevada;
(k) "Claire Shares" means those fully paid and non-assessable common
shares of Claire to be delivered to the Allied Shareholders by Claire
at the closing pursuant to this Agreement; and
(l) "Louisiana Act" means the Louisiana Business Corporation Law.
1.2 This Agreement shall be interpreted and construed to give effect to the
intention of the parties that this transaction qualify as a tax-free
reorganization and merger pursuant to Internal Revenue Code Sections 368
(a)(1)(A) and 368 (a)(2)(D), and the regulations promulgated thereunder.
2. PLAN OF MERGER
2.1 On the Effective Date, Allied will be merged into Olympic in the manner and
with the effect provided by the laws of the State of Louisiana.
2.2 Upon completion of the Merger, the separate existence of Allied will cease;
Olympic and Allied will become a single corporation which shall survive such
Merger; and Olympic (as the Surviving Corporation) will continue to exist by
virtue of, and pursuant to, the laws of the State of Louisiana.
3. SHAREHOLDER APPROVAL AND FILING AND RECORDATION
3.1 This Agreement is effective only if approved by the shareholders of both
Olympic and Allied. If the shareholders for each corporation approve this
Agreement by the vote required by Section 112 C of the Louisiana Act, the fact
of such approval shall be certified hereon (and on a Certificate of Merger
documenting the Merger, prepared in accordance with the provisions of Section
112 F (1) of the Louisiana Act) by the secretary or assistant secretary of each
Constituent Corporation, and this Agreement and the Certificate of Merger so
approved and certified shall be signed and acknowledged by the president of each
Constituent Corporation on the Closing Date.
3.2 The said Certificate of Merger, when and if so approved, certified, signed,
and acknowledged, shall be delivered to the Secretary of State of Louisiana
(within five (5) business days of the Closing Date) for filing and recording,
and a certified copy of the Certificate of Merger thereafter issued by the
Secretary of State shall be filed for record in the Office of the Recorder of
Mortgages in each Parish in this State in which either of the Constituent
Corporations has its registered office, and shall also be recorded in the
Conveyance Records of each Parish in this State in which either of the
Constituent Corporations has immovable property;
the title to the same to be transferred to the Surviving Corporation.
3.3 As provided in Section 114 (A)(1) of the Louisiana Act, the Merger shall be
effective as of the Closing Date (the "Effective Date").
4. EFFECT OF MERGER
4.1 On the Effective Date, the Surviving Corporation shall:
(a) possess all the powers, rights, privileges, goodwill, immunities and
franchises, of a public as well as of a private nature, of each of the
Constituent Corporations;
(b) possess all property and assets, of whatsoever kind or description,
including, without limitation, any and all contractual rights, and all
debts due on whatever account, and every other interest due or
belonging to each of the Constituent Corporations; all of which assets
shall be taken and deemed to be transferred to and vest in the
Surviving Corporation without further act; and
(c) be responsible and liable for all debts, liabilities and obligations
of each of the Constituent Corporations, and all rights of creditors
and all liens upon the property of the Constituent Corporations shall
not be impaired by the Merger, and all debts, obligations, liabilities
and duties of the Constituent Corporations shall 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.
4.2 Any existing claim or action or proceeding pending by or against either of
the Constituent Corporations may be prosecuted to judgment as if the Merger had
not taken place, or the Surviving Corporation may be proceeded against or
substituted in its place.
4.3 The separate corporate existence of Allied, except insofar as the same
shall continue by requirement of statute, shall terminate, and Allied shall
cease to be a corporation organized and existing under the laws of the State of
Louisiana, and the Surviving Corporation shall be a corporation organized and
existing under the laws of the State of Louisiana.
5. CONVERSION OF SHARES
5.1 Upon the Effective Date, the shares of capital stock and other securities
of the Surviving Corporation then issued and outstanding shall remain unchanged
by reason of the Merger and shall continue to be issued shares of the Surviving
Corporation.
5.2 On the Effective Date, the Allied Shareholders will surrender the Allied
Shares to
Olympic for cancellation in exchange for Three Million (3,000,000) shares of the
restricted common stock of Claire, to be issued as the fully paid and
non-assessable shares of the capital stock of that corporation.
6. SURVIVING CORPORATION
6.1 The Surviving Corporation shall have its principal place of business at
62100 Poole's Bluff Road, Bogalusa, Louisiana.
6.2 The purposes of the Surviving Corporation shall be, without limitation, to
continue and carry on the Business, and to do all things permitted by and in
accordance with the articles and bylaws of the Surviving Corporation.
6.3 The authorized capital stock of the Surviving Corporation shall be Ten
Thousand (10,000) shares of common stock without par value. The rights and
restrictions of the common stock shall be as set forth in the articles and
bylaws of the Surviving Corporation.
6.4 The articles of incorporation of the Surviving Corporation shall continue
in full force as the articles of the Surviving Corporation until further
amended, altered, or repealed, or as provided by law.
6.5 The bylaws of the Surviving Corporation shall continue to be its bylaws
following the effective date of the Merger.
6.6 The directors and officers of the Surviving Corporation on the Effective
Date shall continue as the directors and officers of the Surviving Corporation
for the full unexpired term of their offices, or until their successors be
chosen or appointed according to law or the bylaws of the Surviving Corporation.
7. GENERAL PROVISIONS
7.1 TIME. Time shall be of the essence of this Agreement.
7.2 ADDITIONAL INSTRUMENTS. The parties hereto shall deliver or cause to be
delivered on the Effective Date, and at such other times and places as shall be
reasonably agreed on, such additional instruments as any party may reasonably
request for the purpose of carrying out this Agreement. The Surviving
Corporation and the Allied Shareholders will cooperate and use their best
efforts to have the present Officers, Directors, and employees of the Surviving
Corporation and of Allied cooperate on and after the Effective Date in
furnishing information and documents reasonably required by either with respect
to matters pertaining to all periods prior to the Effective Date.
7.3 ASSIGNMENT. This Agreement and the rights of the Constituent Corporations
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto and their successors.
7.4 ENTIRE AGREEMENT. This Agreement (including any attached schedules and
Exhibits) and the documents delivered pursuant hereto constitute the entire
agreement and understanding between the parties and supersedes any prior
agreement and understanding relating to the subject matter of this Agreement.
This Agreement may be modified or amended only by a duly authorized written
instrument executed by the parties hereto.
7.5 COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts; each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument. It shall not be
necessary that any single counterpart hereof be executed by all parties hereto
as long as at least one counterpart is executed by each party.
7.6 NOTICES. Any notice or communication required or permitted hereunder shall
be sufficiently given if sent by registered or certified mail, return receipt
requested, to the following addresses:
(a) OLYMPIC:
Jan Wallace, President
7373 North Scottsdale Road
Suite B-169
Scottsdale, AZ 85253
(b) ALLIED:
Richard A. Kellar
62100 Poole's Bluff Road
Bogalusa, Louisiana 70427
7.7 This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Louisiana,
and each of the parties hereto irrevocably attorn to the jurisdiction of the
Courts of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
OLYMPIC REHABILITATION SERVICES, INC.: ALLIED HEALTH PARTNERS, INC.:
/s/ Jan Wallace /s/ Richard Kellar
- - ----------------------------- ----------------------------
Jan Wallace, Director Richard A. Kellar, Director
/s/ Grace Sim
- - -----------------------------
Grace Sim, Director
CERTIFICATE
The undersigned, Secretary of Olympic The undersigned, Secretary of
Rehabilitation Services, Inc. (the Olympic Rehabilitation Services,
"Surviving Corporation"), hereby Inc. (the "Surviving Corporation")
certifies that the above Agreement and hereby certifies that the above
Plan of Merger was adopted by a Agreement and Plan of Merger was
majority of the Board of Directors of unanimously adopted by a vote of
the Surviving Corporation on November all shareholders of the
20, 1997. corporation at the special meeting
of the shareholders called for
/s/ Grace Sim such purpose on November 20, 1997.
- - --------------------
Grace Sim, Secretary /s/ Grace Sim
-----------------------
Grace Sim, Secretary
CERTIFICATE ACKNOWLEDGMENT
The undersigned, Secretary of Allied STATE OF LOUISIANA
Health Partners, Inc., hereby certifies
that the above Agreement and Plan of PARISH OF BOSSIER
Merger was adopted by a majority of
the Board of Directors of said On this 21st day of November,
Corporation on November 20, 1997. 1997, personally came Jan Wallace,
who being duly sworn did depose
and say that she is the President
/s/ Richard Kellar of Olympic Rehabilitation Services
- - ---------------------------- Inc., a Corporation described in
Richard A. Kellar, Secretary and which executed the foregoing
instrument as its free act and
deed, and she signs her name
hereto by order of the Board of
CERTIFICATE Directors of said Corporation.
The undersigned, Secretary of Allied /s/ Jan Wallace
Health Partners, Inc., hereby certifies -------------------------
that the above Agreement and Plan of Jan Wallace, President
Merger was adopted by a vote of all of
the shareholders of the corporation at /s/ A.L. Blondeau
the special meeting of the shareholders --------------------------
called for such purpose on November 20, NOTARY PUBLIC
1997.
/s/ Richard Kellar
- - ----------------------------
Richard A. Kellar, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF BOSSIER
On this 21st day of November, 1997, before
me, personally came Richard A. Kellar,
President of Allied Health Partners, Inc., a
Corporation described in and which
executed the foregoing instrument as its free
act and deed, and he signs his name hereto
by order of the Board of Directors of said
Corporation.
/s/ Richard Kellar
- - ----------------------------
Richard A. Kellar, President
/s/ A.L. Blondeau
NOTARY PUBLIC