EXHIBIT 2
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT, dated as of this 23rd day of May, 1997, by and between
AXIOM INC., a Delaware corporation ("Axiom"), and SECURICOR TELESCIENCES
INC., a Delaware corporation ("STI").
WHEREAS, Axiom is a corporation duly organized and existing under the laws
of the State of Delaware, having been incorporated on June 29, 1994 and whose
name was changed from Securicor Communications Inc. by amendment dated May 22,
1997; and
WHEREAS, STI is a corporation duly organized and existing under the laws
of the State of Delaware, having been incorporated on July 1, 1994; and
WHEREAS, STI is the wholly-owned subsidiary of Axiom and Axiom is a direct
wholly-owned subsidiary of Securicor Communications Limited, a company duly
organized and existing under the laws of England (the "Direct Parent"), itself
an indirect wholly-owned subsidiary of Securicor plc; and
WHEREAS, the Boards of Directors of Axiom and STI deem it desirable, upon
the terms and subject to the conditions stated herein, that STI be merged with
and into Axiom pursuant to Section 251 of the Delaware General Corporation Law
(the "DGCL") and that Axiom shall be the surviving corporation of said merger
(the "Merger").
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties agree as follows:
Section 1 - The Terms.
(a) As promptly as practicable following the date hereof, upon the terms
and subject to the conditions of this Agreement, STI shall be merged with and
into Axiom in accordance with the laws of the State of Delaware, with Axiom
being the surviving corporation (sometimes referred to hereinafter as the
"Surviving Corporation"), and the separate existence of STI shall cease.
(b) The Surviving Corporation shall have the name "Axiom Inc." and,
pursuant to Section 259 of the DGCL, shall, among other things, possess all
the rights, privileges, powers and franchises of Axiom and STI and shall be
subject to all the restrictions, disabilities and duties of each of such
corporations.
(c) Upon the Effective Date:
(i) The aggregate of the then outstanding shares of STI Common
Stock, shall, by virtue of the Merger and without any action on the part of
Axiom, shall be canceled.
(ii) Each share of Common Stock of Axiom issued and outstanding
immediately prior to the Effective Date shall remain outstanding without
modification or addition.
(iii) The number of issued and outstanding shares of capital
stock of the Surviving Corporation after the the Effective Date shall be 100
shares of Common Stock, all of which shall be held beneficially and of record
by the Direct Parent.
(iv) The Certificate of Incorporation and Bylaws of the Surviving
Corporation shall be the certificate of incorporation and bylaws of Axiom Inc.
(v) The directors of the Surviving Corporation shall be the persons
listed below, with each serving until such time as their successors have been
elected and qualified in accordance with the Certificate of Incorporation and
Bylaws of the Surviving Corporation and applicable law, unless sooner removed,
retired, disqualified or deceased:
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Xxxxxx Xxxxxx
Xxxxxxx X. Xxxxxxxxx
(vi) The officers of the Surviving Corporation shall be the persons
below, with each officer serving in the offices set forth beside their names
until such time as their successors have been elected and qualified in
accordance with the Bylaws of the Surviving Corporation and applicable law,
unless sooner removed, retired, disqualified or deceased.
Xxxxxx X. Xxxxxxx - President and Chief Executive Officer
Xxxxxx Xxxxxxx - Senior Vice President, Strategic
Customer Development
Xxxxxxx X. Xxxx, Xx. - Vice President, Engineering
Xxxx X. Xxxxxx - Chief Financial Officer and Secretary
Xxxxxxx X. Xxxxxx - Vice President, Marketing and Sales
Xxxxxx X. Xxxxxxx - Vice President, Program Management and
Customer Service
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Section 2 - Effective Date.
(a) The Effective Date of the Merger shall be the time and date that
the Certificate of Merger, dated as of May , 1997 and attached hereto as
Exhibit I, is filed with the Secretary of State of the State of Delaware.
Section 3 - Covenants and Agreements.
(a) Axiom covenants and agrees that it will present this Agreement for
adoption or rejection by action of its sole stockholder, the Direct Parent,
and will furnish to such holder all such documents and information in
connection therewith as is required by law, and will recommend to such holder
approval of this Agreement by means of a written consent in lieu of special
meeting in accordance with the provisions of Section 228 of the DGCL.
(b) Axiom further covenants and agrees that it shall, as the sole
stockholder of STI, approve this Agreement by means of a written consent in
lieu of special meeting in accordance with the provisions of Section 228 of
the DGCL.
Section 4 - Certificate
IN WITNESS WHEREOF, Axiom and STI have each caused this Agreement to be
executed by their respective Chief Executive Officers attested by their
respective Secretaries, all as of the date first written above.
ATTEST: AXIOM INC.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxx
-------------------------------- ---------------------------------
Xxxx X. Xxxxxx Xxxxxx X. Xxxxx, President
Secretary and Chief Executive Officer
ATTEST: SECURICOR TELESCIENCES INC.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
-------------------------------- ---------------------------------
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxx, President
Secretary and Chief Executive
Chief Executive Officer
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CERTIFICATE OF MERGER
OF
SECURICOR TELSCIENCES INC.
INTO
AXIOM INC.
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and the state of incorporation of each of the
constituent corporations of the merger is as follows:
Name State of Incorporation
---- ----------------------
Axiom Inc. Delaware
Securicor Telesciences Inc. Delaware
SECOND: That an agreement and plan of merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is Axiom
Inc.
FOURTH: That the certificate of incorporation of Axiom Inc. shall be the
certificate of incorporation of the surviving corporation.
FIFTH: That the executed agreement and plan of merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 000 Xxx Xxxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000.
SIXTH: That a copy of the agreement and plan of merger will be furnished
by the surviving corporation, on request and without cost, to any stockholder of
any constituent corporation.
IN WITNESS WHEREOF, Axiom Inc. has caused the Certificate to be signed
by its authorized officer, this 23rd day of May, 1997.
AXIOM INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx, President and
Chief Executive Officer
