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Articles of Merger - ZEOS International Ltd., Micron Computer Inc. and Micron Custom Manufacturing Services Inc.

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                     ARTICLES OF MERGER
                            AMONG
                  ZEOS INTERNATIONAL, LTD.,
                 MICRON COMPUTER, INC., AND
         MICRON CUSTOM MANUFACTURING SERVICES, INC.


          THE UNDERSIGNED, each being a duly appointed  and
qualified  officer of ZEOS International, Ltd., a  Minnesota
corporation  ("ZEOS"),  Micron  Computer,  Inc.,  an   Idaho
corporation   ("MCI"),   and  Micron  Custom   Manufacturing
Services, Inc., an Idaho corporation ("MCMS"), as  the  case
may be, hereby certify as follows:

     1.   Attached hereto as Exhibit A is the Plan of Merger
(the  "Plan of Merger") for the merger of MCI and MCMS  with
and into ZEOS (the "Merger"), which has been duly adopted by
the board of directors of each of such corporations.

     2.   Such  Plan of Merger has been approved  by  ZEOS
pursuant   to   Chapter  302A  of  the  Minnesota   Business
Corporation Act.

     3.   The  number  of  shares  of  MCI  capital  stock
outstanding  and  entitled to vote on the  Plan  of   Merger
consists  of 987,500 shares of MCI Class A Common Stock  and
474,260 shares of MCI Class B Common Stock.  Each such class
is  entitled to vote on the Plan of Merger separately  as  a
single class and, in addition, the classes vote on the  Plan
of  Merger  together as one class.  The number of shares  of
MCMS  capital stock outstanding and entitled to vote on  the
Plan  of Merger consists of 1,849,281 shares of MCMS  Common
Stock.

     4.   The number of shares of MCI Class A Common Stock
voted  for and against the Plan of Merger was 987,500 and  0
shares,  respectively.  The number of shares of MCI Class  B
Common  Stock voted for and against the Plan of  Merger  was
443,000 and 50, respectively.  The number of shares of  MCMS
Common  Stock voted for and against the Plan of  Merger  was
1,827,779 and 350, respectively.

     5.   The  Merger shall become effective in  both  the
State  of  Minnesota and the State of Idaho  at  4:00  p.m.,
central daylight time, on April 7, 1995.

     6.   The  undersigned officer of ZEOS, in  accordance
with  Section  30-1-77(b) of the Idaho Business  Corporation
Act,  hereby  certifies and agrees on behalf of  ZEOS  that:
(a) ZEOS may be served with process in the State of Idaho in
a  proceeding for the enforcement of an obligation of MCI or
MCMS  and in a proceeding for the enforcement of the  rights
of a dissenting shareholder of MCI or MCMS against ZEOS; (b)
the  Secretary  of  State  of Idaho  is  hereby  irrevocably
appointed as agent for ZEOS to accept service of process  on
behalf of ZEOS in any proceeding; and (c) ZEOS will promptly
pay  to  dissenting shareholders of MCI and MCMS the amount,
if  any, to which they are entitled under Section 30-1-80 of
the Idaho Business Corporation Act.

<PAGE>

          IN  WITNESS  WHEREOF, the undersigned  have  duly
executed this document for and on behalf of their respective
corporations this 6th day of April, 1995.

ZEOS INTERNATIONAL, LTD.

By /s/ Charles T. Henderson
   -------------------------
   Charles T. Henderson
   Chief Financial Officer



STATE OF MINNESOTA    )
                      ) ss.
COUNTY OF HENNEPIN    )

          On  this  6th  day  of  April,  1995,  before  me
personally appeared Charles T. Henderson to me known  to  be
the  person  described  in, and who executed  the  foregoing
instrument,  and acknowledged that he executed the  same  as
his free act and deed.

(Seal)


                                   /s/ Jay E. Simpson
                                   ------------------
                                   Notary Public

<PAGE>



MICRON COMPUTER, INC.

By /s/ Chase S. Mart
   -----------------
   Chase S. Mart
   President and
   Chief Executive Officer

  
          I, Kristine W. Nitz, hereby certify that I am the
Secretary of Micron Computer, Inc., and that I am authorized
to  execute  these  Articles of Merger on behalf  of  Micron
Computer,  Inc.,  and  hereby  certify  that  the  foregoing
signature is a specimen signature of the President and Chief
Executive Officer of Micron Computer, Inc.

By /s/ Kristine W. Nitz
   --------------------
   Kristine W. Nitz
   Secretary


STATE OF IDAHO    )
                  )           ss.
COUNTY OF ADA     )

          On  this  6th  day  of  April,  1995,  before  me
personally  appeared Chase S. Mart to me  known  to  be  the
person   described  in,  and  who  executed  the   foregoing
instrument,  and acknowledged that he executed the  same  as
his free act and deed.

(Seal)

                              /s/ Andrea Lanning
                              ------------------
                              Notary Public


<PAGE>



MICRON CUSTOM  MANUFACTURING SERVICES, INC.

By /s/ Joseph M. Daltoso
   ---------------------
   Joseph M. Daltoso
   Chairman and President


          I, Dena L. Banducci, hereby certify that I am the
Secretary of Micron Custom Manufacturing Services, Inc., and
that I am authorized to execute these Articles of Merger  on
behalf  of  Micron Custom Manufacturing Services, Inc.,  and
hereby  certify that the foregoing signature is  a  specimen
signature  of  the Chairman and President of  Micron  Custom
Manufacturing Services, Inc.

By /s/ Dena L. Banducci
   --------------------
   Dena L. Banducci
   Secretary


STATE OF IDAHO    )
                  )           ss.
COUNTY OF ADA     )

          On  this  6th  day  of  April,  1995,  before  me
personally appeared Joseph M. Daltoso to me known to be  the
person   described  in,  and  who  executed  the   foregoing
instrument,  and acknowledged that he executed the  same  as
his free act and deed.

(Seal)

                              /s/ Andrea Lanning
                              ------------------
                              Notary Public

<PAGE>


Exhibit A to
Articles of Merger

PLAN OF MERGER

          The  respective  boards  of  directors  of  ZEOS
International,  Ltd.  ("ZEOS"),  a  Minnesota   corporation,
Micron  Computer,  Inc., an Idaho corporation  ("MCI"),  and
Micron   Custom  Manufacturing  Services,  Inc.,  an   Idaho
corporation  ("MCMS"),  have, by resolutions  duly  adopted,
approved  the  following provisions of this Plan  of  Merger
(the  "Plan  of  Merger") required  by  the  Idaho  Business
Corporation  Act (the "Idaho Law") and Chapter 302A  of  the
Minnesota Business Corporation Act (the "Minnesota Law"):

                          ARTICLE I
                              
             TERMS AND CONDITIONS OF THE MERGER
                              
     SECTION 1.1    The Merger.

     (a)   At  the Effective Time (as hereinafter defined),
MCI  and  MCMS shall be merged (the "Merger") with and  into
the  Company  in accordance with the Minnesota Law  and  the
Idaho Law, whereupon the separate existence of MCI and  MCMS
shall   cease,  and  the  Company  shall  be  the  surviving
corporation (the "Surviving Corporation").

     (b)   The  Merger shall become effective in  both  the
State  of  Minnesota and the State of Idaho  at  4:00  p.m.,
central  daylight  time, on April 7,  1995  (the  "Effective
Time").

     (c)   From and after the Effective Time, the Surviving
Corporation shall possess all the rights, privileges, powers
and  franchises  and be subject to all of the  restrictions,
disabilities and duties of the Company, MCI and MCMS, all as
provided under the Minnesota Law and the Idaho Law.

     SECTION 1.2    Conversion of Shares.  At the Effective
Time:

     (a)   each issued and outstanding share of MCMS  Common
  Stock outstanding immediately prior to the Effective  Time
  (other  than shares held as treasury stock of MCMS, shares
  held  directly or indirectly by the Company or  shares  as
  to   which  the  holders  thereof  possess  and  have  not
  effectively  withdrawn or otherwise lost  their  appraisal
  rights  pursuant  to  Idaho  Law  (the  "MCMS  Dissenters'
  Shares"))  shall  be  converted into 20.475586  shares  of
  Company Common Stock;
  
     (b)   each issued and outstanding share of MCI Class  A
  Common   Stock  outstanding  immediately  prior   to   the
  Effective  Time (other than shares held as treasury  stock
  of  MCI, shares held directly or indirectly by the Company
  or  shares  as  to which the holders thereof  possess  and
  have  not  effectively withdrawn or otherwise  lost  their
  appraisal rights pursuant to Idaho Law (the "MCI  Class  A
  Dissenters'  Shares")) shall be converted  into  42.316865
  shares of Company Common Stock;

     (c)   each issued and outstanding share of MCI Class  B
  Common   Stock  outstanding  immediately  prior   to   the
  Effective  Time (other than shares held as treasury  stock
  of  MCI, shares held directly or indirectly by the Company
  or  shares  as  to which the holders thereof  possess  and
  have  not  effectively withdrawn or otherwise  lost  their
  appraisal rights pursuant to Idaho Law (the "MCI  Class  B
  Dissenters'   Shares"   and   together   with   the   MCMS
  Dissenters'   Shares  and  the  MCI  Class  A  Dissenters'
  Shares,  the  "Dissenters' Shares"))  shall  be  converted
  into 9.057555 shares of Company Common Stock; and

     (d)   each share of MCI and MCMS Common Stock  held  as
  treasury  stock  of  MCI  or MCMS, respectively,  or  held
  directly  or indirectly by the Company, MCI or MCMS  shall
  be  canceled, retired and cease to exist, and no  exchange
  or payment shall be made with respect thereof.

     SECTION  1.3     Rights of Holders  of  MCI  and  MCMS
Capital Stock; Capital Stock of the Company.

     (a)   On  and  after  the  Effective  Time  and  until
surrendered for exchange, each outstanding stock certificate
which  immediately prior to the Effective  Time  represented
shares  of  MCI or MCMS Common Stock (other than Dissenters'
Shares) shall be deemed for all purposes, except as provided in
<PAGE>

Section 1.5(c) of this Plan of Merger, to evidence ownership
of  and  to represent the number of whole shares of  Company
Common  Stock into which such shares of MCI and MCMS  Common
Stock  shall have been converted, and the record  holder  of
such  outstanding  certificate shall,  after  the  Effective
Time, be entitled to vote the shares of Company Common Stock
into  which  such shares of MCI and MCMS Common Stock  shall
have  been converted on any matters on which the holders  of
record of Company Common Stock, as of any date subsequent to
the  Effective  Time, shall be entitled  to  vote.   In  any
matters relating to such certificates, the Company may  rely
conclusively  upon the record of shareholders maintained  by
MCI  and  MCMS  containing the names and  addresses  of  the
holders  of  record  of MCI and MCMS  Common  Stock  at  the
Effective Time.

     (b)   On  and after the Effective Time, each share  of
Company  Common  Stock  issued and  outstanding  immediately
prior   to  the  Effective  Time  shall  remain  an  issued,
outstanding  and existing share of Company Common  Stock  of
the  Surviving Corporation and shall not be affected by  the
Merger.

     (c)  On and after the Effective Time, the Company shall
reserve  a  sufficient  number of  authorized  but  unissued
shares  of  Company Common Stock for issuance in  connection
with  the  conversion  of  MCI and MCMS  Common  Stock  into
Company Common Stock as provided herein.

     SECTION  1.4    No Fractional Shares.   No  fractional
shares   of   Company  Common  Stock,  and  no  certificates
representing  such fractional shares, shall be  issued  upon
the  surrender for exchange of certificates representing MCI
or  MCMS Common Stock. In lieu of any fractional share,  the
Company  shall  pay to each holder of MCI  and  MCMS  Common
Stock   who  otherwise  would  be  entitled  to  receive   a
fractional share of Company Common Stock an amount  of  cash
(without interest) determined by multiplying (a) the average
of the last sale price per share of Company Common Stock for
the  five  trading days preceding the date of the  Effective
Time  as reported in The Wall Street Journal, times (b)  the
fractional  share  interest  to  which  such  holder   would
otherwise be entitled.

     SECTION 1.5    Procedure for Exchange of Stock.

     (a)  After the Effective Time, holders of certificates
theretofore  evidencing outstanding shares of MCI  and  MCMS
Common  Stock,  upon  surrender of such certificates  to  an
exchange  agent  appointed  by the  Company  (the  "Exchange
Agent"),  shall  be  entitled to  receive  (i)  certificates
representing  the number of whole shares of  Company  Common
Stock  into  which  shares  of MCI  and  MCMS  Common  Stock
theretofore  represented by the certificates so  surrendered
shall  have  been converted as provided in Section  1.2  and
(ii) cash payments in lieu of fractional shares, if any,  as
provided in Section 1.4.   As soon as practicable after  the
Effective  Time, the Company shall cause the Exchange  Agent
to  mail  appropriate  and customary  transmittal  materials
(which  shall  specify that delivery shall be effected,  and
risk  of  loss  and  title  to the certificates  theretofore
representing shares of MCI and MCMS Common Stock shall pass,
only  upon  proper  delivery of  such  certificates  to  the
Exchange Agent) to each holder of MCI and MCMS Common  Stock
of  record as of the Effective Time advising such holder  of
the  effectiveness  of  the Merger  and  the  procedure  for
surrendering  to the Exchange Agent outstanding certificates
formerly  evidencing MCI and MCMS Common Stock  in  exchange
for  new certificates for Company Common Stock.  The Company
shall not be obligated to deliver the consideration to which
any former holder of shares of MCI and MCMS Common Stock  is
entitled  as  a  result  of  the Merger  until  such  holder
surrenders the certificate or certificates representing such
shares   for   exchange  as  provided  in  such  transmittal
materials  and  this Section 1.5(a).  Upon  surrender,  each
certificate  evidencing MCI and MCMS Common Stock  shall  be
cancelled.

     (b)  On the Effective Time, the Company shall deposit,
or shall cause to be deposited, with the Exchange Agent, for
exchange  in  accordance with this Section 1.5, certificates
representing the shares of Company Common Stock and the cash
in  lieu  of fractional shares (such certificates and  cash,
hereinafter referred to as the "Exchange Fund") to be issued
or  paid  by  the  Company pursuant to  this  Article  I  in
connection with the Merger.

     (c)    Until   outstanding   certificates   formerly
representing  MCI and MCMS Common Stock are  surrendered  as
provided  in  Section  1.5(a), no dividend  or  distribution
payable  to holders of record of Company Common Stock  shall
be  paid to any holder of such outstanding certificates, but
upon  surrender  of  such outstanding certificates  by  such
holder there shall be paid to such holder the amount of  any
dividends  or  distributions (without interest)  theretofore
paid  with  respect to such whole shares of  Company  Common
Stock,  but not paid to such holder, and which dividends  or
distributions  had a record date occurring on or  subsequent
to the Effective Time.

     (d)   After  the  Effective Time, there  shall  be  no
further registration of transfers on the records of MCI  and
MCMS   of  outstanding  certificates  formerly  representing
shares  of  MCI and MCMS Common Stock and, if a  certificate
formerly  representing such shares is presented to  MCI  and
MCMS  or  the Company, it shall be forwarded to the Exchange
Agent   for   cancellation  and  exchange  for  certificates

<PAGE>

representing  shares  of  Company  Common  Stock  as  herein
provided.

     (e)   All shares of Company Common Stock and cash  for
any fractional shares issued and paid upon the surrender for
exchange of MCI and MCMS Common Stock in accordance with the
above  terms  and conditions shall be deemed  to  have  been
issued   and  paid  in  full  satisfaction  of  all   rights
pertaining to such shares of MCI and MCMS Common Stock.

     (f)   Any portion of the Exchange Fund (including  the
proceeds  of any investments thereof and any Company  Common
Stock  or  any  dividends  or  distributions  thereon)  that
remains unclaimed by the holders of MCI or MCMS Common Stock
for  six months after the Effective Time shall be repaid  to
the  Company.  Any holders of MCI or MCMS Common  Stock  who
have  not  theretofore complied with this Section 1.5  shall
thereafter  look  only to the Company for payment  of  their
shares  of  Company Common Stock, cash in lieu of fractional
shares  and  any unpaid dividends and distributions  on  the
Company Common Stock deliverable in respect of each share of
MCI  or  MCMS  Common  Stock  that  such  holder  holds   as
determined pursuant to this Agreement, in each case, without
any  interest  thereon.   If  outstanding  certificates  for
shares  of  MCI or MCMS Common Stock are not surrendered  or
the  payment for them not claimed prior to the date on which
such  payments  would otherwise escheat  to  or  become  the
property  of any governmental unit or agency, the  unclaimed
items  shall, to the extent permitted by abandoned  property
and  any  other applicable law, become the property  of  the
Company  (and to the extent not in its possession  shall  be
paid  over to it), free and clear of all claims or  interest
of   any   person  previously  entitled  to   such   claims.
Notwithstanding  the  foregoing, none of  the  Company,  the
Exchange  Agent or any other person shall be liable  to  any
former  holder of MCI and MCMS Common Stock for  any  amount
delivered  to  a  public  official  pursuant  to  applicable
abandoned property, escheat or similar laws.

     (g)   In  the event any certificate for MCI  and  MCMS
Common Stock shall have been lost, stolen or destroyed,  the
Exchange  Agent  shall issue and pay in  exchange  for  such
lost, stolen or destroyed certificate, upon the making of an
affidavit of that fact by the holder of record thereof, such
shares  of  Company  Common Stock and  cash  for  fractional
shares,  if  any,  as  may  be  required  pursuant  to  this
Agreement; provided, however, that the Company may,  in  its
discretion and as a condition precedent to the issuance  and
payment  thereof, require the owner of such lost, stolen  or
destroyed  certificate to deliver a bond in such sum  as  it
may  direct as indemnity against any claim that may be  made
against the Company, MCI and MCMS, the Exchange Agent or any
other party with respect to the certificate alleged to  have
been lost, stolen or destroyed.

     SECTION  1.6     Dissenting Shares.   Any  Dissenters'
Shares  shall not be converted into Company Common Stock  as
provided in Section 1.2 unless and until the holder of  such
Dissenters'  Shares  shall  have  effectively  withdrawn  or
otherwise  lost  the right to appraisal of and  payment  for
such  shares under the Idaho Law, at which time such  shares
shall be converted into Company Common Stock as provided  in
Section  1.2.    MCI  and MCMS each promptly  following  the
approval of the Merger by its shareholders, or the Surviving
Corporation,  shall  deliver  notice  to  the   holders   of
Dissenters' Shares as required by Section 30-1-81(d) of  the
Idaho  Law.  Promptly following the Effective Time  (or  the
later   receipt  of  demand  for  payment  and  deposit   of
certificates representing Dissenters' Shares), the Surviving
Corporation   shall  remit  payment  to   the   holders   of
Dissenters'  Shares  of the fair value of  such  shares,  as
determined by the Surviving Corporation.


                         ARTICLE II
                              
                  THE SURVIVING CORPORATION

     SECTION 2.1    Articles of Incorporation.  The articles
of  incorporation of the Company in effect at the  Effective
Time shall be the articles of incorporation of the Surviving
Corporation  (the "Articles") (until amended  in  accordance
with applicable law) except as follows:

     (a)  Article 1 of the Articles shall be restated in its
  entirety to read as follows:

ARTICLE 1. NAME

            The   name   of  the  Corporation   is   "Micron
Electronics, Inc."

     (b)  Article 3 of the Articles shall be restated in its
  entirety to read as follows:

ARTICLE  3.  AUTHORIZED SHARES
<PAGE>

     The  aggregate  number  of  authorized  shares  of  the
  corporation is 150,000,000 of $.01 par value, which  shall
  be  divisible  into  the  classes  and  series,  have  the
  designations,   voting  rights  and   other   rights   and
  preferences and be subject to the restrictions,  that  the
  Board  of  Directors of the corporation may from  time  to
  time   establish,   fix  and  determine  consistent   with
  Articles  4 and 5 hereof.  Unless otherwise designated  by
  the  Board of Directors, all issued shares shall be deemed
  Common Stock with equal rights and preferences.

      SECTION 2.2    Bylaws.   The bylaws of the Company  in
effect  at  the  Effective Time shall be the bylaws  of  the
Surviving  Corporation  until  amended  in  accordance  with
applicable law.

       SECTION  2.3     Directors.   The  directors  of  the
Surviving Corporation shall be Steven R. Appleton, Joseph M.
Daltoso,  Gregory  E. Herrick, Robert A. Lothrop,  Chase  S.
Mart, T. Erik Oaas, John R. Simplot and Jerry M. Hess.