SW, sorry I didn't post any info with the AGRS post I made. Here is the copy from the SEC Edgar database. Pay very close attention to the bottom were they talk about their deal with AOL.
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ACQUISITION BY AGRISTAR,INC.
OF SELECT-SHOPPER.COM,INC.
PURSUANT TO A PLAN
AND AGREEMENT OF MERGER
PREFACE: THIS CONSTITUTES AN UNDERTAKING GOVERNED BY TITLE 8, : 252 AND 259
OF THE GENERAL CORPORATION LAW FOR THE STATE OF DELAWARE, WHEREIN THE
SEPARATE EXISTENCE OF A CONSTITUENT CORPORATION, SELECT-SHOPPER.COM,INC.,
SHALL CEASE, WHEN THE CONSTITUENT CORPORATION SHALL BE MERGED INTO THE
SURVIVING CORPORATION, Agristar, INC., PURSUANT TO A PLAN AND AGREEMENT OF
MERGER.
THIS ACQUISITION and MERGER AGREEMENT, executed on the date or
dates set forth below, by and between:
AGRISTAR, INC., a Delaware corporation acting through its
authorized representative Terry A. Branson referred to as AGRISTAR INC;
- and-
SELECT-SHOPPER.COM, INC., a Virginia corporation presently doing
business at 711 Liberty Street, Chesapeake, VA, 23324, acting through its
authorized representative Shelia R. Rodgers and hereafter referred to as
Purchaser;
Declare as their mutual intent and purpose as follows:
RECITALS:
WHEREAS, the registered office of Agristar Inc. is located in
Delaware where the company is incorporated, and
WHEREAS, the registered office of Select-Shopper is 201 E.Plume
St, Norfolk, VA, 23510 and the registered agent therein is H. Joul
Weintraub, upon whom process against Select-Shopper.com. Inc. may be served
within the State of Virginia; and
WHEREAS, Agristar Inc. is a Delaware corporation in good standing
and was heretofore incorporated under the laws of the State of Delaware,
its certificate of incorporation having been filed in the office of the
Secretary of State on the 4th of September, 1987: and
WHEREAS, Select-Shopper, is a Virginia corporation in good
standing and was heretofore incorporated under the laws of the State of
Virginia, its certificate of incorporation having been filed with the
Secretary of the State on the 15th day of March,1999; and
WHEREAS, Agristar Inc. has authorized capital stock consisting of
Fifty million (50,000,000) shares of common stock, par value $.01 per
share, of which 50,000,000 shares have been duly issued and are now
outstanding; and
WHEREAS, Select-Shopper, has an authorized capital stock
consisting of 100 shares of common stock, no par per value, of which 100
shares have been duly issued and are now outstanding; and
WHEREAS, Agristar Inc. is subject to the reporting requirements
imposed by: 12 of the Securities Exchange Act of 1934 and, further,
constitutes a blank check company, as said term is defined in : 230.419 (17
CFR :230.419) of the regulation promulgated by the U.S. Securities and
Exchange Commission (hereinafter referred to alternately as the
"Commission" or "SEC), and
<PAGE>
WHEREAS, Select-shopper is a private company and has the requisite
qualifications and resources to assume the responsibilities imposed upon a
public company; and
WHEREAS, the respective boards of directors of Agristar Inc. and
Select-Shopper deem it advisable and to the advantage and welfare of the
two corporate parties and their respective shareholders that Agristar
acquire Select-Shopper (the "Acquisition") and, further, that the
management of Select-Shopper should assume control over the operations and
management of Agristar Inc. pursuant to a Plan and Agreement of Merger (the
"Merger"), and that this Acquisition and Merger shall hereafter be referred
to as the Acquisition/Merger Agreement, to be implemented pursuant to the
provisions of the General Corporation Law of the State of Delaware; and
WHEREAS, this Acquisition/Merger Agreement is being executed
concomitantly with a Stock Purchase Agreement, the terms of which address
the disposition of stock between the two corporate parties, and the terms
of said Stock Purchase Agreement constitute an integral part of the
consideration supporting the Acquisition/Merger Agreement, such that,
without said Stock Purchase Agreement, this Acquisition/Merger Agreement is
rendered a nullity; and
NOW, THEREFORE, in consideration for the foregoing covenants and
of the mutual agreements herein contained and of the mutual benefits hereby
provided, and with both Parties intended to be legally bound, Agristar and
Select-Shopper hereby agree to enter into this Acquisition/Merger
Agreement, pursuant to the following terms and conditions.
PART I - ACQUISITION
1. ACQUISITION. Select-Shopper shall be and it hereby is acquired by
Agristar Inc.
2. EFFECTIVE DATE. This Acquisition shall become effective when
certificates from the corporate secretaries of the two parties,
certifying the approval of this merger by each parties' board of
directors, is filed with the State of Delaware, Division of
Corporations, in compliance with Title 8, : 252 c of the Delaware
General Corporation Law, and the date stamped upon said filing
shall be deemed the Effective Date.
3. SURVIVING CORPORATION. Agristar Inc. shall be the surviving
corporation and shall continue to operate under its existing charter
and shall continue to be governed by the laws of Delaware. The
separate corporate existence of Select-Shopper shall cease forthwith
upon the Effective Date and its charter shall be cancelled as soon as
practicable thereafter.
4. AUTHORIZED CAPITAL. The Authorized capital stock of Agristar Inc.
shall remain unchanged, both in amount and in par value, and shall
also become the authorized capital stock for the surviving
corporation.
5. ARTICLES OF INCORPORATION. The Articles of Incorporation of Agristar
Inc. (the "Articles of Incorporation") shall be adopted as Articles of
Incorporation for the surviving corporation, provided however, said
Articles of Incorporation shall be amended pursuant to the Plan and
Agreement of Merger to reflect the new name and address of the
surviving corporation.
6. REGISTERED OFFICE. The Registered Office of the surviving corporation
in the State of Delaware is The Prentice-Hall Corporation System,
Inc., located at 1013 Centre Road, Wilmington, Delaware, postal
code 19805.
7. BYLAWS. The Bylaws of Agristar Inc. as they exist on the effective
date shall be the Bylaws of the surviving corporation following the
Effective Date unless and until the same shall be amended or repealed
in accordance with the provisions thereof.
-2-
<PAGE>
8. STOCK TRANSFER AGENT. The stock transfer agent for the surviving
corporation shall be American Stock Transfer and Trust Company of
New York City.
9. SHAREHOLDERS. All shareholders of Agristar Inc. shall continue to be
shareholders of the surviving corporation. In addition to the original
Agristar shareholders, the shareholders of Select-Shopper shall also
become shareholders of the surviving Purchase Agreement, but all said
shares held by Select-Shopper shareholders shall be restricted.
PART II - PLAN AND AGREEMENT OF MERGER
1. NAME. The surviving corporation shall change its name from Agristar
Inc. to Select-Shopper.com, Inc.
2. ADDRESS. The Principal Office of the surviving corporation shall be
changed from 100 Hawthorn Road Conroe, Texas to 711 Liberty St,
Chesapeake, Virginia 23324.
3. BOARD OF DIRECTORS.
(a) Upon the signing of this Agreement and the Stock Purchase
Agreement, Mr. Branson shall tender his resignations as
Director and Officer of Agristar Inc. effective immediately.
(b) Upon tendering of said resignations, the following individuals
shall be appointed to serve as an interim Board of Directors:
Terry Branson, Shelia Rodgers, and Gil Carolino. Such persons
shall serve until their respective successors are elected and
qualified.
(c) Upon tendering of resignation as Directors in accord with
Paragraph 3(a), the following individuals shall be appointed to
serve as Officers for the surviving corporation: Terry Branson,
Shelia Rodgers and Gil Carolino.
(d) Within 90 days, the interim Board of Directors shall convene a
special meeting of stockholders, as mandated by: 312, paragraph
(h) of the General Corporation Law of Delaware, for the purpose
of allowing the shareholders to elect a permanent Board of
Directors. Prior to convening said meeting, a Notice and a Proxy
Statement shall be sent to all shareholders of record, in full
compliance with SEC rules and regulations governing proxy
solicitations, to permit all shareholders to vote that cannot
attend said meeting in person.
4. NATURE OF BUSINESS. The nature of the business of the surviving
corporation is to be as indicated on Exhibit A.
5. RIGHTS AND LIABILITIES OF SURVIVING COMPANY. At and after the
effective date of the merger, the surviving company shall succeed to
and possess, without further act or deed, all of the estate, rights,
privileges, powers, and franchises, both public and private, and all
of the property, real, personal, and mixed, of each of the parties
hereto; all claims, demands, property, rights, privileges, powers and
franchises and every other interest of either of the parties hereto
shall be as effectively the property of the surviving company as they
were of the respective parties hereto prior to the merger; and the
title to any real estate vested by deed or otherwise in the
constituent corporation shall not revert or be in any way impaired by
reason of the merger, but shall be vested in the surviving company;
all rights of creditors and all liens upon any property of either of
the parties hereto shall be preserved unimpaired,limited in lien to
the property affected by such lien at the effective time of the
merger; and all debts, liabilities, and duties of the respective
parties hereto shall thenceforth attach to the surviving company and
may be enforced against it to the same extent as if such debt,
liabilities, and duties had been incurred or contracted by it.
-3-
<PAGE>
6. PLAN OF REORGANIZATION. The merger contemplated hereby shall be
treated as a pooling of interests.
IN WITNESS WHEREOF, the foregoing Acquisition/Merger Agreement, having been
duly entered into and signed by Agristar Inc. a Delaware corporation, and
having been duly entered into and signed by Select-Shopper.com Inc., a
Virginia corporation, and having been approved by the Broad of Directors of
both corporations, all in accordance with the provisions of the General
Corporation Law of the State of Delaware, the Director of Agristar Inc. and
the president of Select-Shopper, do now hereby execute said agreement of
merger under the corporate seals of their respective corporations by
authority of the directors and stockholders of each, as the respective act,
deed, and agreement of each of said corporations, on this ____ day of
April, 1999.
Agristar, Inc. Select-Shopper.com, Inc.
- ------------------------------- -------------------------------
Seal Seal
NOTARY PUBLIC
(State of Virginia)
ss.
Be it remembered that on this ____ day of _______________, 1999,
personally came before me, _____________, a party to the foregoing
agreement and known to me personally to be such, and ________________, a
party to the foregoing agreement and known to me personally to be such, and
in my presence, _______________ and _________________ duly acknowledged the
said Acquisition/Merger Agreement and affixed their signature on the lines
reserved for each, and further affirm to me that this act and deed was
voluntary and a product of their own free will.
Given under my hand and seal of office the day and year aforesaid.
By ____________________
Notary Public
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<PAGE>
Exhibit A
INTERNET STORE:
SELECT-SHOPPER.COM:
Select-Shopper is an online retailer that offers that offers over
40,000 products from more than 400 manufacturers through its online stores
on the internet. The Company seeks to provide an online shopping experience
that incorporates traditional department store and mail-order features into
an interactive, easy-to-use and compelling online environment.
The Company believes that online technology, and the internet in
particular, is an advantageous medium for the selling of merchandise
relative to traditional retail stores and mail-order catalogs. Leveraging
online technology and the global reach of the internet, the online
retailing model provides Select-Shopper with virtually unlimited online
shelf space and the ability to reach a geographically unlimited consumer
base, without the costs associated with constructing traditional retail
stores and distributing mail-order catalogs. The Company's strategy is to
offer quality merchandise, provide effective customer service, and
capitalize on the inherent economies of the online retailing model.The
Company, which launched its Internet store in March 1999, is still in early
stages of development. The Company believes that its ability to achieve
profitability will depend primarily on its ability to increase revenues
generated by transactions relating to sales of merchandise through its
online stores. Select-Shopper management team has experience in a broad
range of retailing environments, including department stores, specialty
retailing stores, television merchandising and direct mail.
Select-Shopper's online stores are accessed at Select-Shopper.com on
the Internet. Select-Shopper's online stores provide high quality color
pictures and detailed information relating to products that are
conveniently organized into departments by brand and category such as
housewares, consumer electronics, gifts and gourmet food, similar to those
of traditional department stores. Shoppers can search for, browse and
select products throughout the store and place selected merchandise in a
virtual shopping bag that facilitates the process of collecting items,
subtotaling purchases and reaching the purchase decision. Furthermore,
Select-Shopper has established strategic relationships with manufacturers
which allow most products to be rapidly shipped directly from the
manufacturer. Manufacturer direct shipping enables the Company to avoid
inventory related risks, limit overhead costs and provide prompt delivery.
As part of its marketing strategy, the Company has formed a strategic
alliance with AOL pursuant to a marketing agreement. This agreement
provides for Select-Shopper to be featured on the AOL Shopping Channel as
one of the three anchor tenants within the Department store area and to be
prominently featured in the Gift area. In addition, the Company plans to
establish strategic alliances with other online companies and begin a
targeted advertising campaign to attract additional customers to the online
stores. The Company believes both online and traditional media exposure
are critical to maximizing brand recognition and driving traffic to its
online stores.
<PAGE>
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