Agreement and Plan of Reorganization - RoomSystems International Corp. and RoomSystems Inc.
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement (this "AGREEMENT") is made this 31st day of December, 1999,
by and between RoomSystems International Corporation, a Nevada corporation
("ROOMSYSTEMS") and RoomSystems Inc., a Nevada corporation ("RSI").
W I T N E S S E T H:
WHEREAS, RSi owns all of the issued and outstanding shares of common stock
of RoomSystems; and
WHEREAS, RoomSystems has 1000 shares of common stock (the "ROOMSYSTEMS
COMMON STOCK") issued and outstanding; and
WHEREAS, RSi currently has 3,034,245 shares of common stock issued and
outstanding (the "RSI COMMON STOCK"), 360,000 shares of Series "A" Convertible
Preferred Stock issued and outstanding (the "RSI SERIES A STOCK"), 2,109,702
shares of Series "B" Convertible Preferred Stock issued and outstanding (the
"RSI SERIES B STOCK") (a schedule of holders of RSi Common Stock, RSi Series A
Stock and Series B Stock is attached hereto as Exhibit "A" and incorporated
herein by reference) and warrants and options to purchase shares of RSi's common
stock as set forth on to the schedule of warrants and options attached hereto as
Exhibit "B," and incorporated herein by reference (referred to herein
collectively the "WARRANTS AND OPTIONS"); and
WHEREAS, the boards of directors (referred to herein collectively as the
"BOARDS") of both RSi and RoomSystems have determined it advisable and in the
best interest of each corporation and the respective shareholders of each
corporation that the reorganization herein described be effected, whereby
RoomSystems becomes the parent corporation and RSi becomes a wholly-owned
subsidiary of RoomSystems (referred to herein as the "REORGANIZATION"); and
WHEREAS, a majority of the shareholders of both RSi and RoomSystems has
authorized and approved the Reorganization; and
WHEREAS, upon the effective date of the Reorganization, as described in
this Agreement, the RSi Common Stock, the RSi Series A Stock, the RSi Series B
Stock and the Warrants and Options shall be exchanged on a 1:1 basis with
RoomSystems' Common Stock (the "ROOMSYSTEMS COMMON STOCK"), RoomSystems' Series
A Convertible Preferred Stock (the "ROOMSYSTEMS SERIES A STOCK"), RoomSystems'
Series B Convertible Preferred Stock (the "ROOMSYSTEMS SERIES B STOCK") and
RoomSystems' warrants and options to purchase shares of RoomSystems Common Stock
(the "ROOMSYSTEMS WARRANTS AND OPTIONS"); and
WHEREAS, upon the completion of the Reorganization, RoomSystems shall be
the parent corporation and RSi shall be a wholly-owned subsidiary thereof; and
WHEREAS, RSi has certain assets (the "RSI ASSETS"), which are more
particularly described on Exhibit "C," a copy of which is attached hereto and
incorporated herein by reference; and
WHEREAS, certain of the RSi Assets shall be transferred and delivered to
RoomSystems pursuant to this Agreement (the "TRANSFERRED RSI ASSETS") and the
remainder of the RSi Assets
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shall remain the property of RSi (the "REMAINING RSI ASSETS"). A schedule
of Transferred RSi Assets is attached hereto as Exhibit "D" and incorporated
herein by reference and a schedule of the Remaining RSi Assets is attached
hereto as Exhibit "E" and incorporated herein by reference.
NOW THEREFORE, upon good and valid consideration, the receipt and adequacy
of which are hereby mutually acknowledged, the parties agree as follows:
ARTICLE I
APPROVAL OF REORGAINZATION
SECTION 1.01 APPROVAL OF REORGANIZATION. RSi and RoomSystems have each
held a special meeting of the shareholders and a majority of the shareholders of
the respective companies has elected to authorize and approve the
Reorganization. In addition, the Boards have approved the Reorganization.
Therefore, the Reorganization is approved by RSi and RoomSystems. The minutes
of the shareholders' meetings and Boards are attached as Exhibits "F" and "G,"
and incorporated herein by reference.
SECTION 1.02 EFFECTIVE DATE. The Reorganization shall become effective
upon the execution of this Agreement by the duly appointed officers of RSi and
RoomSystems (the "EFFECTIVE DATE").
ARTICLE II
CORPORATE DOCUMENTS AND ORGANIZATION
SECTION 2.01 IDENTITY AND OPERATION OF RSI AND ROOMSYSTEMS. Upon the
Effective Date, RoomSystems shall be the parent corporation and shall own all of
the issued and outstanding shares of common stock of RSi.
(a) ISSUANCE OF SHARES TO ROOMSYSTEMS. Upon the Effective Date,
RSi shall issue to RoomSystems 1,000 shares of its common stock to evidence the
ownership of RSi by RoomSystems.
SECTION 2.02 SHAREHOLDERS OF RSI. The shares of RSi Common Stock, RSi
Series A Stock and the RSi Series B Stock held by the current shareholders of
RSi shall be exchanged, on a 1:1 basis for the RoomSystems Common Stock, the
RoomSystems Series A Stock and the RoomSystems Series B Stock (the "EXCHANGED
STOCK").
(a) THE WARRANTS AND OPTIONS. Upon the Effective Date, the
Warrants and Options shall be exchanged, on a 1:1 basis, for the RoomSystems
Warrants and Options (the "EXCHANGED WARRANTS AND OPTIONS").
SECTION 2.03 ARTICLES OF INCORPORATION. The Articles of Incorporation for
RSi, as originally recorded on April 17, 1996, and RoomSystems (the
"ROOMSYSTEMS ARTICLES"), as originally recorded on August 31, 1999, are attached
hereto as Exhibits "H" and "I, respectively, and incorporated herein by
reference.
(a) THE ROOMSYSTEMS ARTICLES. Subsequent to the
Effective Date, the RoomSystems Articles shall be amended to increase the
number of authorized RoomSystems
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Common Stock and blank check preferred stock and to change its name to
"RoomSystem Technologies, Inc." and RSi's Articles of Incorporation shall be
amended and restated as set forth on Exhibits "J" and J-1," respectively,
each of which is attached hereto and incorporated herein by reference.
SECTION 2.04 BYLAWS. The "Amended and Restated By-Laws" of RoomSystems
and RSi are attached hereto as Exhibits "K" and "L," respectively, and are
incorporated herein by reference.
SECTION 2.05 DISTRIBUTION OF THE EXCHANGED STOCK AND THE EXCHANGED
WARRANTS AND OPTIONS. Within thirty (30) days of the Effective Date,
RoomSystems shall distribute the Exchanged Stock and the Exchanged Warrants
and Options.
SECTION 2.06 DIRECTORS AND OFFICERS OF ROOMSYSTEMS AND RSI. The
directors and officers of RoomSystems and RSi, upon the reorganization, shall
be as set forth on Exhibit "M," a copy of which is attached hereto and
incorporated herein by reference.
ARTICLE III
TRANSFER OF ASSETS
SECTION 3.01 DESCRIPTION OF THE ASSETS. A comprehensive list of the RSi
Assets is set forth on Exhibit "C," attached to this Agreement and incorporated
herein by reference.
SECTION 3.02 TRANSFER AND DELIVERY OF THE TRANSFERRED RSI ASSETS. Upon
the Effective Date, RSi shall transfer and deliver to RoomSystems, the
Transferred RSi Assets as set forth on Exhibit "D," attached hereto and
incorporated herein by reference. Upon the transfer and delivery of the
Transferred RSi Assets, the Remaining RSi Assets shall be duly recorded on the
books of RSi.
ARTICLE IV
TRANSFER PRICING AGREEMENT
SECTION 4.01 TRANSFER PRICING AGREEMENT. Upon the Effective Date, or as
soon thereafter as possible, RSi and RoomSystems shall execute the "Transfer
Pricing Agreement," attached hereto as Exhibit "N" and incorporated herein by
reference.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 MISCELLANEOUS PROVISIONS. The following miscellaneous
provisions are an integral part of this Agreement.
(a) BINDING OBLIGATION. This Agreement shall inure to the benefit
of and constitute a binding obligation upon the contracting parties, their
respective heirs, legal representatives and permitted assigns.
(b) MODIFICATIONS. This Agreement may not be modified except by an
instrument in writing signed by the parties hereto.
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(c) HEADINGS. The headings used in this Agreement are inserted for
reference purposes only and shall not be deemed to limit or affect in any
way, the meaning or interpretation of any of the terms or provisions of
this Agreement.
(d) SEVERABILITY. The provisions of this Agreement are severable,
and should any provision hereof be void, voidable, unenforceable, or
invalid, such a void shall not affect any other portion or provision of
this Agreement.
(e) WAIVER. Any waiver by any party hereto of any breach of this
Agreement of any kind or character whatsoever by the other party, whether
such waiver is direct or implied, shall not be construed as a continuing
waiver or consent to any subsequent breach of this Agreement on the part of
the other party.
(f) APPLICABLE LAW. This Agreement shall be interpreted, construed,
and enforced according to the laws of the State of Nevada.
(h) ASSIGNMENT. This Agreement and the rights and obligations
herein may not be assigned or assumed by any party hereto without the prior
written consent of the other parties.
This Agreement is executed on the date first written above.
ROOMSYSTEMS, INC., ROOMSYSTEMS INTERNATIONAL
A NEVADA CORPORATION CORPORATION, A NEVADA CORPORATION
BY: /s/ Steven L. Sunyich BY: /s/ Gregory L. Hrncir
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Steven L. Sunyich Gregory L. Hrncir
ITS: President & CEO ITS: Secretary
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