Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 3 16K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 4 18K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 3 14K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 25 83K
EX-2.1 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
| EX-2.1 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 1, 2003 (the
"PLAN"), by and between Sionix Corporation, a Utah corporation ("Sionix-Utah"),
and Sionix Corporation, a Nevada corporation and wholly-owned subsidiary of
Sionix-Utah ("SIONIX-NEVADA");
RECITALS:
A. Sionix-Utah and Sionix-Nevada (collectively, the "PARTIES") desire to
enter into this Plan providing for the merger of Sionix-Utah into Sionix-Nevada;
and
B. The authorized capital stock of Sionix-Nevada consists of one hundred
fifty million (150,000,000) shares, of Common Stock, par value $.001 per share
(the "SIONIX-NEVADA SHARES"), one hundred (100) of which are owned of record and
beneficially by Sionix-Utah; and
C. The authorized capital stock of Sionix-Utah consists of one hundred
million (100,000,000) shares of Common Stock, par value $ .001 per share (the
"SIONIX-UTAH SHARES"), of which 82,440,053 shares are outstanding on the date
hereof;
D. The merger will have no effect or change on the nature of the
business or management of the resulting business operating through the surviving
corporation.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties do hereby covenant and
agree as follows:
SECTION 1. THE MERGER.
----------------------
(a) THE MERGER. (i) On the Effective Date (as defined below),
Sionix-Utah shall be merged (the "MERGER") with and into Sionix-Nevada in
accordance with the Utah Business Corporations Act and the General Corporation
Law of the State of Nevada, whereupon the separate existence of Sionix-Utah
shall cease, and Sionix-Nevada shall be the surviving corporation (the
"SURVIVING CORPORATION").
(ii) As soon as practicable after the execution of this Plan,
Sionix-Utah and Sionix-Nevada will file a copy of this plan of merger
with the Secretary of State of the State of Nevada and make all other
filings or recordings required by Nevada and Utah Law in connection
with the Merger. The Merger shall become effective at such time (the
"EFFECTIVE DATE") as the certificate of merger is duly filed with the
Secretary of State of the State of Nevada.
(iii) From and after the Effective Date, the Surviving
Corporation shall possess all the rights, powers, privileges and
franchises and be subject to all of the obligations, liabilities,
restrictions and disabilities of Sionix-Utah and Sionix-Nevada, all
as provided under the General Corporation Law of the State of Nevada.
(b) COMMON STOCK. On the Effective Date, by virtue of the Merger and
without any further action on the part of the corporation or their shareholders,
(i) each share of Common Stock of Sionix-Utah issued and outstanding immediately
prior thereto shall be converted into shares of fully paid and nonassesssable
shares of the Common Stock of Sionix-Nevada at a ratio of 1 to 1, and (ii) each
share of Common Stock of Sionix-Nevada issued and outstanding immediately prior
thereto shall be canceled and returned to the status of authorized but unissued
shares.
(c) STOCK CERTIFICATES. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of the
Common Stock of Sionix-Utah shall be deemed for all purposes to evidence
ownership of and to represent the shares of Sionix-Nevada into which the shares
of Sionix-Utah represented by such certificates have been converted as herein
provided and shall be so registered on the books and records of the Surviving
Corporation or its transfer agents. The registered owner of any such outstanding
stock certificate shall, until such certificate shall have been surrendered for
transfer or conversion or otherwise accounted for to the Surviving Corporation
or its transfer agent, have and be entitled to exercise any voting and other
rights with respect to and to receive any dividend and other distributions upon
the shares of Sionix-Nevada evidenced by such outstanding certificate as above
provided.
(d) TAX-FREE REORGANIZATION. It is intended by the Parties hereto that
the Merger shall constitute a tax-free reorganization within the meaning of
Section 368 of the Internal Revenue Code of 1986, as amended, and that this Plan
shall constitute a plan of reorganization within the meaning of the regulations
thereunder.
SECTION 2. THE SURVIVING CORPORATION.
-------------------------------------
(a) ARTICLES OF INCORPORATION. The Articles of Incorporation of
Sionix-Nevada shall be the Articles of Incorporation of the Surviving
Corporation.
(b) BY-LAWS. The By-Laws of Sionix-Nevada in effect on the Effective
Date shall be the By-Laws of the Surviving Corporation until amended in
accordance with applicable law.
(c) DIRECTORS AND OFFICERS. From and after the Effective Date, until
successors are duly elected or appointed and qualified in accordance with
applicable law, (i) the directors of Sionix-Utah as of the Effective Date shall
be the directors of the Surviving Corporation and (ii) the officers of
Sionix-Utah as of the Effective Date shall be the officers of the Surviving
Corporation.
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SECTION 3. MISCELLANEOUS
------------------------
(a) AMENDMENTS; NO WAIVERS.
(i) Any provision of this Plan may be amended or waived prior
to the Effective Date if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to
this Plan or, in the case of a waiver, by each party against whom the
waiver is to be effective.
(ii) No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other
or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any right or remedies provided by
law.
(b) SUCCESSOR AND ASSIGNS. The provisions of this Plan shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, PROVIDED that no party may assign, delegate or otherwise
transfer any of its rights or obligations under this Plan without the prior
written consent of the other parties hereto.
(c) GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the internal laws of the State of Nevada.
(d) COUNTERPARTS; EFFECTIVENESS. This Plan may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Plan shall
become effective when each party hereto shall have received counterparts hereof
signed by all of the other Parties hereto. No provision of this Plan is intended
to confer any rights, benefits, remedies, obligations or liabilities hereunder
upon any person other than the Parties hereto and their respective successors
and assigns.
(e) ENTIRE PLAN. This Plan constitutes the entire agreement among the
Parties with respect to the subject matter of this Plan and supercedes all prior
agreements and understandings, both oral and written, among the parties with
respect to the subject matter of this Plan.
(f) SEVERABILITY. If any term, provision, covenant or restriction of
this Plan is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Plan shall remain in full force and effect
and shall in no way be affected, impaired or invalidated. Upon such a
determination, the Parties shall negotiate in good faith to modify this Plan so
as to effect the original intent of the Parties as closely as possible in an
acceptable manner so that the transactions contemplated hereby shall be
consummated as originally contemplated to the fullest extent possible.
(g) CONDITIONS TO MERGER. The obligations of the Parties to effect the
transactions contemplated hereby is subject to satisfaction of the following
conditions (any or all of which may be waived by either of the Parties in its
sole discretion to the extent permitted by law): the Merger shall have been
approved by the shareholders of Sionix-Utah in accordance with applicable
provisions of the Utah Business Corporations Act; and Sionix-Utah, as sole
shareholder of Sionix-Nevada, shall have approved the Merger in accordance with
the General Corporation Law of the State of Nevada; and any and all consents,
permits, authorizations, approvals, and orders deemed in the sole discretion of
Sionix-Utah to be material to consummation of the Merger shall have been
obtained.
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(h) ABANDONMENT OR DEFERRAL. At any time before the Effective Date, this
Plan may be terminated and the Merger may be abandoned by the Board of Directors
of either Sionix-Utah or Sionix-Nevada or both, notwithstanding the approval of
this Plan by the shareholders of Sionix-Nevada, or the consummation of the
Merger may be deferred for a reasonable period of time if, in the opinion of the
Boards of Directors of Sionix-Utah and Sionix-Nevada, such action would be in
the best interest of such corporations. In the event of termination of this
Plan, this Plan shall become void and of no effect and there shall be no
liability on the part of either Party or its Board of Directors or shareholders
with respect thereto or Sionix-Nevada.
IN WITNESS WHEREOF, each of the parties has caused this Plan to be
executed by an authorized signature as of the date first written above.
Sionix Corporation,
a Utah corporation
By: /s/ James J. Houtz
------------------
James J. Houtz, President
Sionix Corporation,
a Nevada corporation
By: /s/ James J. Houtz
------------------
James J. Houtz, President
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/15/03 |
| For Period End: | | 7/1/03 | | 1 | | | | | 8-K/A |
| List all Filings |
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