EXHIBIT C
Exhibit 2
Schedule 14C
Millennium Electronics, Inc.
File No. 0-22515
AGREEMENT AND PLAN OF MERGER
BETWEEN
MILLENNIUM ELECTRONICS, INC.
(a Utah corporation)
and
SPEAKING ROSES INTERANTIONAL, INC.
(a Nevada corporation)
This Agreement and Plan of Merger ("Agreement") made and entered into this
____ day of ________ 200__, by and between Speaking Roses International, Inc., a
Utah corporation (herein sometimes referred to as the "Utah Corporation" or
"Surviving Corporation"), and Millennium Electronics, Inc., a Nevada corporation
(herein sometimes referred to as the "Nevada Corporation"), said corporations
hereinafter sometimes referred to jointly as the "Constituent Corporations."
RECITALS
The Utah Corporation is a corporation organized and existing under the laws
of the State of Utah, its Articles of Incorporation having been filed in the
office of Division of Corporations of the State of Utah on or about October 9,
2003, and is governed by the provisions of Title 16, Chapter 10a, of the Utah
Code Annotated ("UCA"). The total number of shares of common stock which the
Utah Corporation has authority to issue is 70,000,000, of which 500 shares are
issued and outstanding, all of which are owned by the Nevada Corporation. The
total number of shares of preferred stock which the Utah Corporation has
authority to issue is 30,000,000, of which none are issued and outstanding,
The sole purpose of the merger agreed to herein is to change the domicile
of the Nevada Corporation to the State of Utah.
The Nevada Corporation is a corporation organized and existing under the
laws of the State of Nevada, its Certificate of Incorporation having been filed
in the office of the Secretary of State of the State of Nevada on the 13th day
of February, 1997, and is governed by the provisions of Chapter 78 of the Nevada
Revised Statutes ("NRS"). The total number of shares of common stock which the
Nevada Corporation has authority to issue is 25,000,000, of which 5,876,131
shares are issued and outstanding. The total number of shares of preferred
stock, which the Nevada Corporation has authority to issue, is 5,000,000. The
Board of Directors of the Nevada Corporation has previously designated a Series
B Preferred Stock and a Series C Preferred Stock. At December 1, 2003, there
were 30,500 shares of Series B Preferred Stock outstanding and 100,000 shares of
Series C Preferred Stock outstanding. For each matter submitted to the common
stockholders for a vote, the holders of Series B Preferred Stock have, in
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addition to any voting rights provided by law, the right to 200 votes for each
share of Series B Preferred Stock owned. For each matter submitted to the common
stockholders for a vote, the holders of Series C Preferred Stock have, in
addition to any voting rights provided by law, the right to 50 votes for each
share of Series C Preferred Stock owned.
The respective Boards of Directors of the Utah Corporation and the Nevada
Corporation have determined that, for the purpose of effecting the
reincorporation of the Nevada Corporation in the State of Utah, it is advisable,
to the advantage of and in the best interests of the Nevada Corporation and its
stockholders that the Nevada Corporation merge with and into the Utah
Corporation upon the terms and subject to the conditions herein provided.
There are dissenting stockholders under the NRS rights as a result of the
merger. The Constituent Corporations will comply with the NRS in regards to such
rights.
The respective Boards of Directors of the Nevada Corporation and the Utah
Corporation have adopted and approved this Agreement. The Board of Directors of
the Nevada Corporation has adopted and approved this Agreement and directed that
this Agreement be submitted to the stockholders of the Nevada Corporation for
their consideration. The holders of a majority of the votes that can be cast
with respect to the issued and outstanding voting shares of the Nevada
Corporation have approved and adopted this Agreement by written consent in lieu
of a meeting of stockholders, in accordance with the NRS. The Nevada
Corporation, which is the sole shareholder of the Utah corporation, has approved
and adopted this Agreement.
NOW THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Utah Corporation and the
Nevada Corporation, by their respective Boards of Directors have agreed and do
hereby agree as follows:
ARTICLE I
The address of the Nevada Corporation is 00 Xxxxx 000 Xxxx, Xxxxx, XX
00000. The address of the Utah Corporation is 000 Xxxx 000 Xxxxx, Xxxxxxxxx,
Xxxx 00000. In accordance with the NRS and the UCA, the Nevada Corporation and
the Utah Corporation shall be merged into a single corporation, in accordance
with applicable provisions of the laws of the State of Nevada and of the State
of Utah, by the Nevada Corporation merging with and into the Utah Corporation,
which shall be the Surviving Corporation. Such merger shall be effective at the
time Articles of Merger are filed in the States of Utah and Nevada.
ARTICLE II
Upon the merger becoming effective as provided by the applicable laws of
the State of Nevada and of the State of Utah (the time when the merger shall so
become effective being sometimes herein referred to as the "Effective Date of
the merger") the following shall occur:
1. The Constituent Corporations shall be a single corporation, which shall
be the Utah Corporation as the surviving corporation, and the separate existence
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of the Nevada Corporation shall cease except to the extent provided by the laws
of the State of Nevada applicable to a corporation after its merger into another
corporation.
2. The Utah Corporation shall thereupon and thereafter possess all the
rights, privileges, immunities and franchises, of a public or a private nature,
of each of the Constituent Corporations. All property, real or personal, and all
debts due on whatever account, including subscriptions to shares, and all other
choses in action, and all and every other interest of, or belonging to, or due
to each of the Constituent Corporations, shall be taken and deemed to be vested
in the Surviving Corporation without further act or deed; and the title to all
real estate, or any interest therein, vested in either of the Constituent
Corporations shall not revert or be in any way impaired by reason of the merger.
3. The Utah Corporation shall thenceforth be responsible and liable for all
of the liabilities and obligations of each of the Constituent Corporations. Any
claim existing 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 substituted in its place, and
neither the rights of creditors nor any liens upon the property of either of the
Constituent Corporations shall be impaired by the merger.
4. The aggregate amount of the net assets of the Constituent Corporations,
which was available for the payment of dividends immediately prior to the
merger, to the extent that the value thereof is not transferred to stated
capital by the issuance of shares or otherwise, shall continue to be available
for the payment of dividends by the Surviving Corporation.
5. The Bylaws of the Utah Corporation as existing and constituted
immediately prior to the effective date of merger shall be and constitute the
bylaws of the Surviving Corporation.
6. The directors and officers of the Surviving Corporation shall, at the
Effective Date of the merger be as follows:
Name Position
---- --------
Xxxxxx Xxxxxx Chief Executive Officer/
President/Chairman of the Board
Xxxx Xxxxxxxxx Chief Operating Officer/Director
Xxxxxxx X. Xxxxxxx Executive Vice President
Xxxxxx X. Xxxxxx Director
Xxxxxxx Xxxxxxxxx Director
Xxxxxx X. Xxxxxxxx Director
ARTICLE III
The Articles of Incorporation of the Utah Corporation, as filed in the
office of the Division of Corporations of the State of Utah, shall constitute
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the Articles of Incorporation of the Surviving Corporation, until further
amended in the manner provided by law.
ARTICLE IV
The manner and basis of converting the shares of each of the Constituent
Corporations into shares of the Surviving Corporation is as follows:
1. The 500 shares of stock of the Utah Corporation now owned and held by
the Nevada Corporation shall be canceled and no shares of stock of the Utah
Corporation shall be issued in respect thereto, and the capital of the Utah
Corporation shall be deemed to be reduced by the amount of Fifty Dollars ($50)
the amount represented by said 500 shares of stock.
2. Upon the Effective Date and by virtue of the merger and without any
action on the part of the holders thereof: (i) each 16.859 outstanding shares of
common stock, par value $0.001 per share, of the Nevada Corporation (the "Common
Stock") immediately prior to the Effective Date will be converted into one (1)
share of common stock, par value $0.001 per share of the Utah Corporation (the
"the Utah Corporation Common Stock"). No fractional shares will be issued in
connection with the Merger. Instead, one additional whole share of common stock
will be issued for each fractional share resulting from the Merger.
ARTICLE V
If at any time the Surviving Corporation shall consider or be advised that
any further assignment or assurance in law is necessary or desirable to vest in
the Surviving Corporation the title to any property or rights of the Nevada
Corporation, the proper officers and directors of the Nevada Corporation shall,
and will, execute and make all such proper assignments and assurances in law and
do all things necessary or proper to thus vest such property or rights in the
Surviving Corporation, and otherwise to carry out the purposes of this
Agreement.
ARTICLE VI
This Agreement has been submitted to and approved by the stockholders of
each of the Constituent Corporations, as provided by law, and shall take effect
upon the effective Date of the merger. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be abandoned by either of the
Constituent Corporations by an appropriate resolution of its board of directors
at any time prior to its approval or adoption by the stockholders thereof, or by
the mutual consent of the Constituent Corporations evidenced by appropriate
resolutions of their respective boards of directors, at any time prior to the
effective date of the merger.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Utah, without reference to conflict of laws principles.
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IN WITNESS WHEREOF, the Utah Corporation and the Nevada Corporation,
pursuant to the approval and authority duly given by resolutions adopted by
their respective boards of directors and stockholders have caused this Agreement
to be executed by the President of each party hereto.
Millennium Electronics, Inc. Speaking Roses International, Inc.
a Nevada corporation a Utah corporation
By____________________________ By________________________
Xxxxxxx X. Xxxxxx, President Xxxxxx Xxxxxx, President
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