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This excerpt taken from the IVAC DEF 14A filed Apr 16, 2007. RECITALS
(1) Intevac Delaware is a corporation duly organized and
existing under the laws of the State of Delaware with an
authorized capital of 60,000,000 shares, 50,000,000 of
which are designated Common Stock, par value $0.001 per
share, and 10,000,000 of which are designated Preferred Stock,
par value $0.001 per share. As
of ,
2007, 1,000 shares of Common Stock were issued and
outstanding, all of which are held by Intevac California, and no
shares of Preferred Stock were outstanding.
(2) Intevac California is a corporation duly organized and
existing under the laws of the State of California with
authorized capital of 60,000,000 shares of Common Stock, no
par value per share, 50,000,000 of which are designated Common
Stock, and 10,000,000 of which are designated Preferred Stock.
As of March 31, 2007,
(i) [ ] shares
of Common Stock were issued and outstanding,
(ii) [ ] shares
of Common Stock were reserved for issuance pursuant to various
equity incentive plans, and (iii) no shares of Preferred
Stock were issued and outstanding.
(3) The Board of Directors of Intevac California has
determined that, for the purpose of effecting the
reincorporation of Intevac California in the State of Delaware,
it is advisable and in the best interests of Intevac California
and its shareholders that Intevac California merge with and into
Intevac Delaware upon the terms and conditions herein provided.
(4) The respective Boards of Directors of Intevac Delaware
and Intevac California have approved this Agreement and have
directed that this Agreement be submitted to a vote of the
holders of their respective securities entitled to vote by
applicable law and, upon obtaining a favorable vote, be executed
by the undersigned officers.
(5) The respective Boards of Directors of Intevac Delaware
and Intevac California intend the reincorporation of Intevac
California in the State of Delaware to constitute a “plan
of reorganization” and to qualify as a reorganization
within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, Intevac Delaware and Intevac
California hereby agree, subject to the terms and conditions
hereinafter set forth, as follows:
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