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EXHIBIT 1.1
AGREEMENT AND PLAN OF MERGER
OF SOLECTRON CORPORATION,
A DELAWARE CORPORATION,
AND
SOLECTRON CORPORATION,
A CALIFORNIA CORPORATION
THIS AGREEMENT AND PLAN OF MERGER dated as of February 25, 1997 (the
"Agreement") is between Solectron Corporation, a Delaware corporation
("Solectron Delaware") and Solectron Corporation, a California corporation
("Solectron California"). Solectron Delaware and Solectron California are
sometimes referred to herein as the "Constituent Corporations."
R E C I T A L S
A. Solectron Delaware is a corporation duly organized and
existing under the laws of the State of Delaware and has an authorized capital
of 201,200,000 shares, 200,000,000 of which are designated "Common Stock,"
$0.001 par value, and 1,200,000 of which are designated "Preferred Stock,"
$0.001 par value. As of the date hereof, 100 shares of Common Stock were
issued and outstanding, all of which were held by Solectron California.
B. Solectron California is a corporation duly organized and
existing under the laws of the State of California and has an authorized
capital of 81,200,000 shares, 80,000,000 of which are designated "Common
Stock," no par value, and 1,200,000 of which are designated "Preferred Stock,"
no par value. At January 31, 1997, 63,952,655 shares of Common Stock and no
shares of Preferred Stock were issued and outstanding.
C. The Board of Directors of Solectron California has determined
that, for the purpose of effecting the reincorporation of Solectron California
in the State of Delaware, it is advisable and in the best interests of
Solectron California and its shareholders that Solectron California merge with
and into Solectron Delaware upon the terms and conditions herein provided.
D. The respective Boards of Directors of Solectron Delaware and
Solectron California have approved this Agreement and have directed that this
Agreement be submitted to a vote of their respective sole stockholder and
shareholders, and executed by the undersigned officers.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, Solectron Delaware and Solectron California hereby
agree, subject to the terms and conditions hereinafter set forth, as follows:
I. MERGER
1.1 MERGER. In accordance with the provisions of this Agreement,
the Delaware General Corporation Law and the California General Corporation
Law, Solectron California shall be merged with and into Solectron Delaware (the
"Merger"), the separate existence of Solectron California shall cease and
Solectron Delaware shall survive the Merger and shall continue to be governed
by the laws of the State of Delaware, and Solectron Delaware shall be, and is
herein sometimes referred as, the "Surviving Corporation," and the name of the
Surviving Corporation shall be Solectron Corporation.
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1.2 FILING AND EFFECTIVENESS. The Merger shall become effective
when the following actions shall have been completed:
(a) This Agreement and Merger shall have been adopted and
approved by the stockholders of each Constituent Corporation in accordance with
the requirements of the Delaware General Corporation Law and the California
Corporations Code;
(b) All of the conditions precedent to the consummation
of the Merger specified in this Agreement shall have been satisfied or duly
waived by the party entitled to satisfaction thereof; and
(c) An executed Certificate of Merger or an executed
counterpart of this Agreement meeting the requirements of the Delaware General
Corporation Law shall have been filed with the Secretary of State of the State
of Delaware.
(d) All statutory requirements under the California
Corporations Code shall have been complied with.
The date and time when the Merger shall become effective, as
aforesaid, is herein called the "Effective Date of the Merger."
1.3 EFFECT OF THE MERGER. Upon the Effective Date of the Merger,
the separate existence of Solectron California shall cease and Solectron
Delaware, as the Surviving Corporation (i) shall continue to possess all of its
assets, rights, powers and property as constituted immediately prior to the
Effective Date of the Merger, (ii) shall be subject to all actions previously
taken by its and Solectron California's Board of Directors, (iii) shall
succeed, without other transfer, to all of the assets, rights, powers and
property of Solectron California in the manner more fully set forth in Section
259 of the Delaware General Corporation Law, (iv) shall continue to be subject
to all of the debts, liabilities and obligations of Solectron Delaware as
constituted immediately prior to the Effective Date of the Merger, and (v)
shall succeed, without other transfer, to all of the debts, liabilities and
obligations of Solectron California in the same manner as if Solectron Delaware
had itself incurred them, all as more fully provided under the applicable
provisions of the Delaware General Corporation Law and the California
Corporations Code.
II. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of Solectron Delaware as in effect immediately prior to the
Effective Date of the Merger shall continue in full force and effect as the
Certificate of Incorporation of the Surviving Corporation until duly amended in
accordance with the provisions thereof and applicable law.
2.2 BYLAWS. The Bylaws of Solectron Delaware as in effect
immediately prior to the Effective Date of the Merger shall continue in full
force and effect as the Bylaws of the Surviving Corporation until duly amended
in accordance with the provisions thereof and applicable law.
2.3 DIRECTORS AND OFFICERS. The directors and officers of
Solectron California immediately prior to the Effective Date of the Merger
shall be the directors and officers of the Surviving Corporation until their
successors shall have been duly elected and qualified or until as otherwise
provided by law, or the Certificate of Incorporation of the Surviving
Corporation or the Bylaws of the Surviving Corporation.
III. MANNER OF CONVERSION OF STOCK
3.1 SOLECTRON CALIFORNIA COMMON STOCK. Upon the Effective Date of
the Merger, each share of Solectron California Common Stock issued and
outstanding immediately prior thereto shall, by virtue of the Merger and
without any
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action by the Constituent Corporations, the holder of such shares or any other
person, be converted into and exchanged for one (1) fully paid and
nonassessable share of Common Stock, $0.001 par value, of the Surviving
Corporation.
3.2 SOLECTRON CALIFORNIA OPTIONS, STOCK PURCHASE RIGHTS AND
CONVERTIBLE SECURITIES.
(a) Upon the Effective Date of the Merger, the Surviving
Corporation shall assume the obligations of Solectron California under the
option plans and all other employee benefit plans of Solectron California. Each
outstanding and unexercised option, or other right to purchase, or security
convertible into, Solectron California Common Stock (a "Right") shall become an
option, or right to purchase or a security convertible into the Surviving
Corporation's Common Stock, respectively, on the basis of one (1) share of the
Surviving Corporation's Common Stock for each share of Solectron California
Common Stock, issuable pursuant to any such Right, on the same terms and
conditions and at an exercise price per share equal to the exercise price
applicable to any such Solectron California Right at the Effective Date of the
Merger. This Section 3.2(a) shall not apply to outstanding shares of Solectron
California Common Stock. Such Common Stock is subject to Section 3.1 hereof.
(b) A number of shares of the Surviving Corporation's
Common Stock shall be reserved for issuance upon the exercise of options, stock
purchase rights and convertible securities equal to the number of shares of
Solectron California Common Stock so reserved immediately prior to the Effective
Date of the Merger.
3.3 SOLECTRON DELAWARE COMMON STOCK. Upon the Effective Date of
the Merger, each share of Common Stock, $0.001 par value, of Solectron Delaware
issued and outstanding immediately prior thereto shall, by virtue of the Merger
and without any action by Solectron Delaware, the holder of such shares or any
other person, be canceled and returned to the status of authorized but unissued
shares.
3.4 EXCHANGE OF CERTIFICATES. After the Effective Date of the
Merger, each holder of an outstanding certificate representing shares of
Solectron California Common Stock may, at such stockholder's option, surrender
the same for cancellation to Boston EquiServe L.P., as exchange agent (the
"Exchange Agent"), and each such holder shall be entitled to receive in exchange
therefor a certificate or certificates representing the number of shares of the
Surviving Corporation's Common Stock into which the surrendered shares were
converted as herein provided. Unless and until so surrendered, each outstanding
certificate theretofore representing shares of Solectron California Common Stock
shall be deemed for all purposes to represent the number of shares of the
Surviving Corporation's Common Stock into which such shares of Solectron
California Common Stock were converted in the Merger.
The registered owner on the books and records of the Surviving
Corporation or the Exchange Agent of any such outstanding certificate shall,
until such certificate shall have been surrendered for transfer or conversion or
otherwise accounted for to the Surviving Corporation or the Exchange Agent, have
and be entitled to exercise any voting and other rights with respect to and to
receive dividends and other distributions upon the shares of Common Stock of the
Surviving Corporation represented by such outstanding certificate as provided
above.
Each certificate representing Common Stock of the Surviving
Corporation so issued in the Merger shall bear the same legends, if any, with
respect to the restrictions on transferability as the certificates of Solectron
California so converted and given in exchange therefore, unless otherwise
determined by the Board of Directors of the Surviving Corporation in compliance
with applicable laws, or other such additional legends as agreed upon by the
holder and the Surviving Corporation.
If any certificate for shares of Solectron Delaware 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 issuance thereof
that the certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer, that such transfer otherwise be proper
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and comply with applicable securities laws and that the person requesting such
transfer pay to the Exchange Agent any transfer or other taxes payable by
reason of issuance of such new certificate in a name other than that of the
registered holder of the certificate surrendered or establish to the
satisfaction of Solectron Delaware that such tax has been paid or is not
payable.
IV. GENERAL
4.1 COVENANTS OF SOLECTRON DELAWARE. Solectron Delaware covenants
and agrees that it will, on or before the Effective Date of the Merger:
(a) qualify to do business as a foreign corporation in
the State of California and in connection therewith irrevocably appoint an
agent for service of process as required under the provisions of Section 2105
of the California General Corporation Law;
(b) file any and all documents with the California
Franchise Tax Board necessary for the assumption by Solectron Delaware of all
of the franchise tax liabilities of Solectron California; and
(c) take such other actions as may be required by the
California General Corporation Law.
4.2 FURTHER ASSURANCES. From time to time, as and when required
by Solectron Delaware or by its successors or assigns, there shall be executed
and delivered on behalf of Solectron California such deeds and other
instruments, and there shall be taken or caused to be taken by it such further
and other actions as shall be appropriate or necessary in order to vest or
perfect in or conform of record or otherwise by Solectron Delaware the title to
and possession of all the property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of Solectron California and
otherwise to carry out the purposes of this Agreement, and the officers and
directors of Solectron Delaware are fully authorized in the name and on behalf
of Solectron California or otherwise to take any and all such action and to
execute and deliver any and all such deeds and other instruments.
4.3 ABANDONMENT. At any time before the Effective Date of the
Merger, this Agreement may be terminated and the Merger may be abandoned for
any reason whatsoever by the Board of Directors of either Solectron California
or of Solectron Delaware, or of both, notwithstanding the approval of this
Agreement by the shareholders of Solectron California or by the sole
stockholder of Solectron Delaware, or by both.
4.4 AMENDMENT. The Boards of Directors of the Constituent
Corporations may amend this Agreement at any time prior to the filing of this
Agreement (or certificate in lieu thereof) with the Secretaries of State of the
States of Delaware and California, provided that an amendment made subsequent
to the adoption of this Agreement by the stockholders of either Constituent
Corporation shall not: (a) alter or change the amount or kind of shares,
securities, cash, property and/or rights to be received in exchange for or on
conversion of all or any of the shares of any class or series thereof of such
Constituent Corporation; (b) alter or change any term of the Certificate of
Incorporation of the Surviving Corporation to be effected by the Merger; or (c)
alter or change any of the terms and conditions of this Agreement if such
alteration or change would adversely affect the holders of any class or series
of capital stock of any Constituent Corporation.
4.5 REGISTERED OFFICE. The registered office of the Surviving
Corporation in the State of Delaware is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, County of New Castle and The Corporation Trust Company is the
registered agent of the Surviving Corporation at such address.
4.6 AGREEMENT. Executed copies of this Agreement will be on file
at the principal place of business of the Surviving Corporation at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and copies thereof will
be furnished to any stockholder of either Constituent Corporation, upon request
and without cost.
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4.7 GOVERNING LAW. This Agreement shall in all respects be
construed, interpreted and enforced in accordance with and governed by the laws
of the State of Delaware and, so far as applicable, the merger provisions of
the California General Corporation Law.
4.8 COUNTERPARTS. In order to facilitate the filing and recording
of this Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement having first been approved by the
resolutions of the Board of Directors of Solectron Corporation, a Delaware
corporation, and Solectron Corporation, a California corporation, is hereby
executed on behalf of each of such two corporations and attested by their
respective officers thereunto duly authorized.
SOLECTRON CORPORATION,
a Delaware corporation
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph.D., President, Chief
Executive Officer, and Chairman of the Board
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇, Senior Vice President, Chief Financial
Officer, and Secretary
SOLECTRON CORPORATION,
a California corporation
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph.D., President, Chief
Executive Officer, and Chairman of the Board
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇, Senior Vice President, Chief Financial
Officer, and Secretary
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SOLECTRON CORPORATION
A CALIFORNIA CORPORATION
OFFICERS' CERTIFICATE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ certify that:
1. They are the President and the Secretary, respectively, of
Solectron Corporation, a corporation organized under the laws of the State of
California.
2. The corporation has authorized two classes of stock,
designated "Common Stock" and "Preferred Stock," respectively.
3. There were 52,966,689 shares of Common Stock and no shares of
Preferred Stock outstanding as of November 15, 1996 (the "Record Date") and
entitled to vote at the shareholders' meeting at which the Agreement and Plan
of Merger attached hereto was approved.
4. The principal terms of the Agreement and Plan of Merger were
approved by the Board of Directors and by the vote of a number of shares of
each class and series of stock which equaled or exceeded the vote required.
5. The percentage vote required was more than 50% of the votes
entitled to be cast by holders of Common Stock outstanding as of the Record
Date.
6. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ further declare under penalty
of perjury under the laws of the State of California that they have read the
foregoing certificate and know the contents thereof and that the same is true
of their own knowledge.
Executed in Milpitas, California on February __, 1997.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph.D., President
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇, Secretary
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SOLECTRON CORPORATION
A DELAWARE CORPORATION
OFFICERS' CERTIFICATE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ certify that:
1. They are the President and the Secretary, respectively, of
Solectron Corporation, a corporation organized under the laws of the State of
Delaware.
2. The corporation has authorized two classes of stock,
designated "Common Stock" and "Preferred Stock," respectively.
3. There are 100 shares of Common Stock outstanding and entitled
to vote on the Agreement and Plan of Merger attached hereto. There are no
shares of Preferred Stock outstanding.
4. The principal terms of the Agreement and Plan of Merger were
approved by the Board of Directors and by the vote of a number of shares of
each class and series of stock which equaled or exceeded the vote required.
5. The percentage vote required was more than 50% of the votes
entitled to be cast by holders of outstanding shares of Common Stock.
6. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ further declare under penalty
of perjury under the laws of the State of California that they have read the
foregoing certificate and know the contents thereof and that the same is true
of their own knowledge.
Executed in Milpitas, California on February 21, 1997.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph.D., President
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇, Secretary
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CERTIFICATE OF INCORPORATION
OF
SOLECTRON CORPORATION
Solectron Corporation, a corporation organized and existing under the
laws of the State of Delaware, does hereby certify:
FIRST: The name of the Corporation is Solectron Corporation (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The name of its registered agent at such address is
The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: This corporation is authorized to issue two classes of shares: Common
Stock and Preferred Stock. The total number of shares which this
corporation is authorized to issue is two hundred one million two
hundred thousand (201,200,000) shares. The number of shares of Common
Stock authorized is two hundred million (200,000,000) shares, $.001
par value. The number of shares of Preferred Stock authorized is one
million two hundred thousand (1,200,000) shares, $.001 par value.
The shares of Preferred Stock authorized by this Certificate of
Incorporation may be issued from time to time in one or more series.
For any wholly unissued series of Preferred Stock, the Board of
Directors is hereby authorized to fix and alter the dividend rights,
dividend rates, conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions), redemption prices,
liquidation preferences, the number of shares constituting any such
series and the designation thereof, or any of them.
For any series of Preferred Stock having issued and outstanding
shares, the Board of Directors is hereby authorized to increase or
decrease the number of shares of such series when the number of shares
of such series was originally fixed by the Board of Directors, but
such increase or decrease shall be subject to the limitations and
restrictions stated in the resolution of the Board of Directors
originally fixing the number of shares of such series.
If the number of shares of any series is so decreased, then the shares
constituting such decrease shall resume the status that they had prior
to the adoption of the resolution originally fixing the number of
shares of such series.
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FIFTH: The name and mailing address of the incorporator are as follows:
NAME MAILING ADDRESS
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▇▇▇▇▇ ▇▇▇▇ Solectron Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Elections of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting
and before voting begins.
EIGHTH: A. At each annual meeting of stockholders, directors of the
Corporation shall be elected to hold office until the expiration
of the term for which they are elected, and until their
successors have been duly elected and qualified; except that if
any such election shall not be so held, such election shall take
place at a stockholders' meeting called and held in accordance
with the Delaware General Corporation Law. Commencing with the
first annual meeting of stockholders held after calendar 1997
(the "First Annual Meeting"), the directors of the Corporation
shall be divided into three classes as nearly equal in size as
is practicable, hereby designated Class I, Class II and Class
III. For the purposes hereof, the initial Class I, Class II and
Class III directors shall be those directors so designated and
elected at the First Annual Meeting. The term of office of the
initial Class I directors shall expire at the next succeeding
annual meeting of stockholders, the term of office of the
initial Class II directors shall expire at the second succeeding
annual meeting of stockholders and the term of office of the
initial Class III directors shall expire at the third succeeding
annual meeting of the stockholders. At each annual meeting
after the First Annual Meeting, directors to replace those of a
Class whose terms expire at such annual meeting shall be elected
to hold office until the third succeeding annual meeting and
until their respective successors shall have been duly elected
and qualified. If the number of directors is hereafter changed,
any newly created directorships or decrease in directorships
shall be so apportioned among the classes as to make all classes
as nearly equal in number as is practicable.
B. Vacancies occurring on the Board of Directors may be filled
by vote of a majority of the remaining members of the Board of
Directors, although less than a quorum, at a meeting of the Board
of Directors. A person so elected by the Board of Directors to
fill a vacancy shall hold office until the next succeeding annual
meeting of stockholders of the Corporation at which the class to
which the directorship belongs is to be elected and until his or
her successor shall have been duly elected and qualified.
NINTH: The number of directors which constitute the whole Board of
Directors of the Corporation shall be designated in the Bylaws
of the Corporation.
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TENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make,
alter, amend or repeal the Bylaws of the Corporation.
ELEVENTH: A. To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as it may hereafter be
amended, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
B. Neither any amendment nor repeal of this Article, nor the
adoption of any provision of this Certificate of Incorporation
inconsistent with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring, or
any cause of action, suit or claim that, but for this Article,
would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
TWELFTH: At the election of directors of the Corporation, each holder of
stock of any class of series shall be entitled to as many votes
as shall equal the number of votes which (except for such
provision as to cumulative voting) he would be entitled to cast
for the election of directors with respect to his shares of
stock multiplied by the number of directors to be elected by
him, and he may cast all of such votes for a single director or
may distribute them among the number to be voted for, or for any
two or more of them as he may see fit, so long as the name of
the candidate for director shall have been placed in nomination
prior to the voting and the stockholder, or any other holder of
the same class or series of stock, has given notice at the
meeting prior to the voting of the intention to cumulate votes.
THIR-
TEENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision contained in
the statutes) outside of the State of Delaware at such place or
places as may be designated from time to time by the Board of
Directors or in the Bylaws of the Corporation.
FOUR-
TEENTH: Stockholders of the Corporation may not take action by written
consent in lieu of a meeting but must take any actions at a duly
called annual or special meeting.
FIF-
TEENTH: Advance notice of stockholder nomination for the election of
directors and of business to be brought by stockholders before
any meeting of the stockholders of the Corporation shall be
given in the manner provided in the Bylaws of the Corporation.
SIX-
TEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
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THE UNDERSIGNED, being the incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this certificate, hereby declaring and
certifying that this is her act and deed and the facts herein stated are true,
and accordingly, has hereunto set her hand this 18th day of December, 1996.
/s/ ▇▇▇▇▇ ▇▇▇▇
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