Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Pioneer Commercial Funding SB-2 131 548K
2: EX-2 Exhibit 2.1 4 16K
3: EX-3 Exhibit 3.1 5 16K
4: EX-3 Exhibit 3.2 28 108K
5: EX-3 Exhibit 3.3 2 10K
6: EX-4 Exhibit 4.1 11 41K
7: EX-4 Exhibit 4.2 2 9K
8: EX-4 Exhibit 4.7 15 56K
9: EX-4 Exhibit 4.8 15 60K
13: EX-10 Exhibit 10-4 7 27K
10: EX-10 Exhibit 10.1 34 100K
11: EX-10 Exhibit 10.2 11 43K
12: EX-10 Exhibit 10.3 7 25K
EX-2 — Exhibit 2.1
| EX-2 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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PLAN OF MERGER
of
PIONEER COMMERCIAL FUNDING CORP.,
a New York Corporation
into
PCF ACQUISITION CORP.,
a New York Corporation
The Plan of Merger (hereafter designated the "Plan"), as
heretofore adopted, whereby Pioneer Commercial Funding Corp., a New York
corporation (hereinafter called "Pioneer"), shall merge with and into PCF
Acquisition Corp., a New York corporation (hereinafter called the "Surviving
Corporation"), is hereby modifed and restated, as follows:
1. The constituent corporations to this Plan are Pioneer and the
Surviving Corporation. The surviving corporation under this merger shall be the
Surviving Corporation.
2. The designation and number of outstanding shares of each class
and series of capital stock for each constituent corporation to this Plan are,
as follows:
(a) the Surviving Corporation has present authorized capital
consisting of 5,000,000 shares of common stock, $.01 par value, all of which
stock is voting stock and of which 274,874 shares are issued and outstanding.
(b) Pioneer has present authorized capital consisting of (i)
1,000,000 shares of Class A Common Stock, $.01 par value, all of which stock is
voting stock and of which 318,017 shares are issued and outstanding; (ii)
1,000,000 shares of Class B Common Stock, $.01 par value, all of which stock is
voting stock and of which 406,811 shares are issued or outstanding; and (iii)
2,000,000 shares of Class A Preferred Stock, $.01 par value, none of which stock
is voting stock and of which 162,798 shares are issued and outstanding.
3. The terms and conditions of the merger, including the manner
and basis of converting the shares of Pioneer into the shares or other
securities of the Surviving Corporation, are as follows:
(a) Each issued and outstanding share of Class A Common Stock,
Class B Common Stock and Class A Preferred Stock of Pioneer held by shareholders
of Pioneer immediately prior to the effective date of the merger to be effected
by this Plan (the "Effective Date") shall be changed and converted, upon such
Effective Date, into one share of the Common Stock of the
Surviving Corporation.
(b) After the Effective Date, each holder of outstanding
certificates representing shares of capital stock of Pioneer shall surrender the
same to the Surviving Corporation and each such holder shall be entitled, upon
such surrender, to receive the number of shares of Common Stock of the Surviving
Corporation as is provided for in subparagraph (a) of this paragraph 3.
(c) Upon the Effective Date, the separate existence of Pioneer
shall cease and said corporation shall be merged with and into the Surviving
Corporation and the Surviving Corporation shall possess all the rights,
privileges, powers, and franchises of a public and private nature and shall be
subject to all the duties of each of the corporations parties to this Plan, and
all and singular the rights, privileges, powers, and franchises of each of the
corporations parties to this Plan, and all property, real, personal, and mixed,
and all debts due to any of the corporations parties to this Plan on whatever
account shall be vested in the Surviving Corporation; and all property, rights,
privileges, powers, contracts, and franchises and every other interest shall be
thereafter as effectually the property of the Surviving Corporation as they were
of the respective corporations parties to this Plan; but all rights of creditors
and all liens upon any property of either of the corporations parties to this
Plan shall be preserved unimpaired and all debts, liabilities and duties of the
respective corporations parties to this Plan shall thenceforth attach to the
Surviving Corporation and be enforceable against it to the same extent as if
said debts, liabilities, and duties had been incurred or contracted by it.
(d) If, at any time, the Surviving Corporation shall consider
or be advised that any further assignments or assurances in law or any other
things are necessary or desirable to vest in the Surviving Corporation,
according to the terms hereof, the title to any property or rights of Pioneer,
the proper officers and directors of Pioneer shall and will execute and make all
such proper assignments and assurances and do all things necessary or proper to
vest title in such property or rights in the Surviving Corporation and otherwise
to carry out the purposes of this Plan.
(e) Upon the Effective Date, the assets and liabilities of the
corporations parties to this Plan shall be carried on the books of the Surviving
Corporation at the amounts at which they respectively shall be carried on such
date on the books of the corporations parties to this Plan. The capital surplus
and earned surplus of the Surviving Corporation shall be the sum of the
respective capital surpluses and earned surpluses of the corporations parties to
this Plan, subject in each case to such intercompany adjustments or eliminations
as may be required to give effect to the merger. The aggregate amount of the net
assets of the corporations parties to this Plan legally 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.
(f) On the Effective Date, the Board of Directors of the
Surviving Corporation shall be expanded from three members to six members.
Messrs. Arthur H. Goldberg and Elie Housman, who presently serve as directors of
both Pioneer and the Surviving Corporation, shall continue to serve as directors
of the Surviving Corporation upon and after consummation of the merger to be
effected by this Plan. Steven D. Dreyer, the remaining member of the presently
constituted Board of Directors of the Surviving Corporation, shall be deemed to
have resigned as such director upon consummation of the merger to be effected by
this Plan, and the vacancies created by such resignation and said expansion of
the Board of the Surviving Corporation shall be filled by Ms. Glenda Klein, and
Messrs. Uri Lieber, Ezra Harel and Richard Fried, each of whom currently serves
as a director of Pioneer. Each of the directors of the Surviving Corporation
immediately after consummation of the merger to be effected by this Plan shall
continue in office until he or she resigns and/or his or her successor is duly
elected.
(g) Immediately prior to the consummation of the merger to be
effected by this Plan, all of the then duly elected officials of the Surviving
Corporation shall be deemed to have resigned from each of the official positions
respectively held by them. Upon consummation of the merger to be effected by
this Plan, the following persons shall be deemed to have been duly elected to
serve as officials of the Surviving Corporation in the capacities hereinbelow
set forth:
Uri Lieber President (Chief Executive Officer)
and Assistant Secretary
Glenda Klein Senior Vice President, Secretary,
Treasurer and Chief Financial
Officer
Richard Fried Vice President
Each of the officers of the Surviving Corporation immediately after consummation
of the merger to be effected by this Plan shall continue in office until he or
she resigns and/or his or her successor is duly elected.
(h) The bylaws of the Surviving Corporation, as they shall
exist on the Effective Date, shall be and remain the bylaws of the Surviving
Corporation until the same shall be altered, amended, or repealed as therein
provided.
(i) On the Effective Date, the name of the
Surviving Corporation shall be changed to Pioneer Commercial Funding Corp.
4. In order to implement the change of the name of the Surviving
Corporation, as provided in paragraph 3(h) hereof, the Certificate of
Incorporation of the Surviving Corporation shall be amended as follows:
Paragraph FIRST shall be amended to read:
"FIRST: The name of the corporation is PIONEER COMMERCIAL
FUNDING CORP."
5. Anything herein or elsewhere contained to the contrary
notwithstanding, the Plan may be modified, and/or terminated and abandoned by
mutual consent of the Boards of Directors of the corporations party hereto at
any time prior to the Effective Date.
6. The Effective Date (as such term is used herein) of the Plan,
and the merger to be effected hereby, shall be the date when the certificate of
merger required to be filed by the New York Department of State in order to
effectuate the merger contemplated herein shall have been filed.
IN WITNESS WHEREOF, each of the corporations, parties hereto, has
caused this Plan to be executed on its behalf by the officers hereinbelow
identified.
Dated: As of November 4, 1994
PIONEER COMMERCIAL FUNDING CORP, PCF ACQUISITION CORP.,
a New York Corporation a New York corporation
By:_____________________________ By:___________________________
Uri Lieber, President Arthur H. Goldberg, Pres.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 12/27/96 | | | | | | | None on these Dates |
| | 11/4/94 | | 4 |
| List all Filings |
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