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Title: |
Agreement and Plan of Reorganization |
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Date: |
2001 |
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Preview shows 7KB of 63KB total |
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$50 |
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#1596753 |
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2 0002.txt AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
WORLDWIDE EQUIPMENT CORP.
A FLORIDA CORPORATION
AND
US CANCER CARE, INC.
A DELAWARE CORPORATION
DATED: DECEMBER 5, 2000
AGREEMENT AND PLAN OF REORGANIZATION
WORLDWIDE EQUIPMENT CORP.
AND
US CANCER CARE, INC.
This Agreement and Plan of Reorganization ("Agreement"), dated as of
December 5, 2000, among WORLDWIDE EQUIPMENT CORP. ("WEC"), US CANCER CARE, INC.
("USCC"), A DELAWARE Corporation; and the shareholders of US CANCER CARE, INC.
("USCC Shareholders").
W I T N E S S E T H:
WHEREAS, USCC and WEC are corporations duly organized under the laws of
the States of Delaware and Florida, respectively.
WHEREAS, the USCC Shareholders are the owners of all of the issued and
outstanding common and preferred stock of USCC. It is the intention that all of
the issued and outstanding common stock of USCC shall be acquired by WEC in
exchange solely for its voting stock. For federal income tax purposes it is
intended that this exchange shall qualify as a reorganization within the meaning
of SEC 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended (the
"Code").
WHEREAS, WEC and the USCC Shareholders agree that (i) all of the common
shares issued and outstanding of USCC shall be exchanged with WEC for 6,741,942
shares of the common stock of WEC, representing 83.24% of the outstanding common
shares; (ii) all the series A preferred stock of USCC shall be exchanged for
1000 Series B voting preferred shares of WEC and (iii) all the Series B
preferred stock of USCC shall be exchanged for 1000 Series C voting preferred
shares of WEC, and all the Series C preferred stock of USCC shall be exchanged
for 1000 Series D voting preferred shares of WEC.
WHEREAS, the parties hereto wish to enter into this Agreement, pursuant
to the provisions of the Florida Statutes.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
THE CONSIDERATION
1.1 THE TRANSACTION. Subject to the conditions set forth herein on the
"Effective Date" (as herein defined), all common Shareholders of USCC as of the
Effective Date shall exchange all of their shares of USCC for up to 6,741,942
common shares of WEC common stock and the Series A Preferred Stock of USCC shall
be exchanged for 1000 Series B voting preferred shares of WEC and all the Series
B Preferred Stock of USCC shall be exchanged for 1000 Series C voting preferred
shares of WEC, and all the Series C Preferred Stock of USCC shall be exchanged
for 1000 Series D voting preferred shares of WEC. The transactions contemplated
by this Agreement shall be completed at a closing ("Closing") on a closing date
("Closing Date") which shall be as soon as possible after all regulatory
approvals and shareholder approvals are obtained in accordance with law as set
forth in this Agreement, but no later than 30 days after date hereof.
On the Closing Date, all of the documents to be furnished to WEC and
USCC, including the documents to be furnished pursuant to Article VII of this
Agreement, shall be delivered to M.A. Littman, to be held in escrow until the
Effective Date or the date of termination of this Agreement, whichever first
occurs, and thereafter shall be promptly distributed to the parties as their
interests may appear.
1.2 THE EXCHANGE. At the Effective Date, USCC shall become a wholly
owned subsidiary of WEC. USCC's shareholders shall receive voting stock as
follows:
WEC shall issue six million seven hundred forty-one thousand
nine hundred and forty-two (6,741,942) restricted shares of
its presently authorized and un-issued stock common stock for
each share of USCC common stock acquired which is presented
for exchange.
WEC shall issue 1000 restricted shares of its Series B voting
preferred stock in exchange of all the USCC issued and
outstanding Series A preferred stock. WEC shall issue 1000
restricted shares of its Series C voting preferred stock in
exchange of all the USCC issued and outstanding Series B
preferred stock. WEC shall issue 1000 restricted shares of its
Series D voting preferred stock in exchange of all the USCC
issued and outstanding Series C preferred stock.
1.3 THE EFFECTIVE DATE. If this Agreement is duly adopted by the
holders of the requisite number of shares, in accordance with the applicable
laws and subject to the other provisions hereof, such documents as may be
required by law to accomplish the Agreement shall be filed as required by law
and the appropriate share exchange to effectuate same, and it shall become
effective on December____ or such other date as designated by Michael A. Littman
shall be the Effective Date for the Agreement.
ARTICLE II
ISSUANCE AND EXCHANGE OF SHARES
2.1 THE TRANSACTION. The shares of $.001 par value common stock of WEC
shall be issued by it to USCC common shareholders at closing.
2.2 THE EXCHANGE AGENT. The stock transfer books of USCC shall be
closed on the Effective Date, and thereafter no transfers of the stock of USCC
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