EXHIBIT NO. 2
AGREEMENT OF MERGER made the 25th day of July, 2000, between SLS
International, Inc., a Delaware corporation, hereinafter called the Delaware
Company, and Sound and Lighting Specialists, Inc., a Missouri Corporation,
hereinafter called the Missouri Company.
WHEREAS the Delaware Company has an authorized capital stock consisting of
30,000 shares of Common Stock, par value $1.00 per share, of which 1,000 shares
have been duly issued and are now outstanding, and
WHEREAS the principal office of the Delaware Company in the State of
Delaware is located at 000 Xxxxx Xxxxxx, Xxxx xx Xxxxx, Xxxxxx of Kent, and W/K
Incorporating Services , Inc. is the agent in charge thereof upon whom process
against the Delaware Company may be served within the State of Delaware, and
WHEREAS the Missouri Company has an authorized capital stock consisting of
30,000 shares of Common Stock, par value $1.00 per share, of which as of the
close of business on June 30, 2000, a total of 1,120.35 shares were duly issued
and outstanding, and
WHEREAS the principal office of the Missouri Corporation in Missouri is
located at 0000-X Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxx, and the name of the
resident agent at such address is Xxxx Xxxx; and
WHEREAS the Boards of Directors of the Delaware Company and of the Missouri
Company, respectively, deem it advisable and generally to the advantage and
welfare of the two corporate parties and their respective shareholders that the
Missouri Company merge with the Delaware Company under and pursuant to the
provisions of Subchapter IX of the General Corporation Law of Delaware and
pursuant to Section _____ of the General and Business Corporation Law of
Missouri, and in further compliance with Section 368(a)1(F) of the Internal
Revenue Code.
Now, therefore in consideration of the premises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:
1
1. Merger. The Missouri Company shall be and it hereby is merged into
the Delaware Company.
2. Effective date. This Agreement of Merger shall become effective
immediately upon compliance with the laws of the States of Delaware and
Missouri, the time of such effectiveness being hereinafter called the Effective
Date.
3. Surviving Corporation. The Delaware Company shall survive the merger
herein contemplated and shall continue to be governed by the laws of the State
of Delaware, but the separate corporate existence of the Missouri Company shall
cease forthwith upon the Effective Date.
4. Authorized capital. The authorized capital stock of the Delaware
Company following the Effective Date shall be 30,000 shares of Common Stock, par
value $1.00 per share, unless and until the same shall be changed in accordance
with the laws of the State of Delaware.
5. Certificate of incorporation. The certificate of Incorporation set
forth as Appendix A hereto shall be the Certificate of Incorporation of the
Delaware Company following the Effective Date unless and until the same shall be
amended or repealed in accordance with the provisions thereof, which power to
amend or repeal is hereby expressly reserved, and all rights or powers of
whatsoever nature conferred in such Certificate of Incorporation or herein upon
any shareholder or director or officer of the Delaware Company or upon any other
person whomsoever are subject to this reserve power. Such Certificate of
Incorporation shall constitute the Certificate of Incorporation of the Delaware
Company separate and apart from this Agreement of Merger and may be separately
certified as the Certificate of Incorporation of the Delaware Company.
6. Bylaws. The Bylaws set forth as Appendix B hereto shall be the Bylaws
of the Delaware Company following the Effective Date unless and until the same
shall be amended or repealed in accordance with the provisions thereof.
7. Further assurance of title. If at any time the Delaware Company shall
consider or be advised that any acknowledgements or assurances in law or other
similar actions are necessary or desirable in order to acknowledge or confirm in
and to the Delaware Company any right, title, or interest of the Missouri
Company held immediately prior to the Effective Date, the Missouri Company and
its proper officers and directors shall and will execute and deliver all such
acknowledgements and assurances in law and do all things necessary or proper to
acknowledge or confirm such right, title, or interest in the Delaware Company
and the proper officers and directors thereof are fully authorized to take any
and all such action in the name of the Missouri Company or otherwise.
8. Retirement of organization stock. Forthwith upon the Effective Date,
each of the 1,000 shares of the Common Stock of the Delaware Company presently
issued and outstanding shall be retired, and no shares of Common Stock or other
securities of the Delaware Company shall be issued in respect thereof.
9. Retirement of Treasury Stock. Forthwith upon the Effective date, 75
shares of common stock held in the Treasury of the Missouri Company on the
Effective Date, shall be retired and no shares of common stock or any other
securities of the Delaware Company shall be issued in respect thereof.
2
10. Conversion of outstanding stock. Forthwith upon the Effective date,
each of the issued and outstanding shares of Common Stock of the Missouri
Company and all rights in respect thereof shall be converted into one full paid
and nonassessable share of Common Stock of the Delaware Company. As certificates
nominally representing shares of Common Stock of the Missouri Company are
surrendered for transfer, the Delaware Company will cause to be issued
certificates representing shares of Common Stock of the Delaware Company and, at
any time upon surrender by any holder of certificates nominally representing
shares of Common Stock of the Missouri Company, the Delaware Company will cause
to be issued therefor certificates for a like number of shares of Common Stock
of the Delaware Company.
(a) The assets and liabilities of the Missouri Company shall be
recorded at the amounts at which they are carried on the books of the Missouri
Company immediately prior to the Effective Date and cancellation of the
subscription receivable to reflect the retirement of the 1,000 shares of Common
Stock of the Delaware Company presently issued and outstanding.
(b) There shall be credited to Capital Account the aggregate amount
of the par value per share of all of the Common Stock of the Delaware Company
resulting from the conversion of the outstanding Common Shares of the Missouri
Company.
(c) There shall be credited to Capital Surplus Account, if
applicable, an amount equal to that carried on the Capital Surplus Account of
the Missouri Company immediately prior to the Effective Date.
(d) There shall be credited to Earned Surplus Account, if
applicable, an amount equal to that carried on the Earned Surplus Account of the
Missouri Company immediately prior to the Effective Date.
11. Directors. The names and post office addresses of the first
directors of the Delaware Company following the Effective Date, who shall
initially be three of a total of five in number and who shall hold office from
the Effective Date until their successors shall be elected and shall qualify,
are as follows:
Name Post Office Address
----------------- --------------------------------------
Xxxx X. Xxxx 000 X. Xxxxxxxx, Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx 000 X. Xxxxxx, Xxxxxxxxxxx, XX 00000
12. Officers. The names and post office addresses of the first officers
of the Delaware Company following the Effective Date, who shall hold office from
the Effective date until their successors shall be appointed and shall qualify
or until they shall resign or be removed from office, are as follows:
Name Office Post Office Address
----------------- ------------------- --------------------------------------
Xxxx X. Xxxx President 000 X. Xxxxxxxx, Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx Vice President 000 X. Xxxxxx, Xxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx Secretary/Treasurer 000 X. Xxxx Xxxx, Xxxxxxxxxxx, XX 00000
3
13. Vacancies. If, upon the Effective Date, a vacancy shall exist in the
Board of Directors or in any of the offices of the Delaware Company as the same
are specified above, such vacancy shall thereafter be filled in the manner
provided by law and the Bylaws of the Delaware Company.
14. Termination. This Agreement of Merger may be terminated and
abandoned by action of the Board of Directors of the Missouri Company at any
time prior to the Effective Date, whether before or after approval by the
shareholders of the two corporate parties hereto.
IN WITNESS WHEREOF each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has caused this Agreement of
Merger to be executed and its corporate seal to be hereunto affixed.
SLS INTERNATIONAL, INC.
(Delaware)
Corporate Seal By: _____________________________
(Name & Title)_______________
SOUND AND LIGHTING
SPECIALISTS, INC.
(Missouri)
Corporate Seal By: _____________________________
(Name & Title)_______________
4
