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10.1 Agreement And Plan Of Reorganization

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TABLE OF CONTENTS
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ARTICLE I THE MERGER 2


1.1 The Merger.................................................2
1.2 Effective Time.............................................2
1.3 Effect of the Merger.......................................2
1.4 Consideration to Be Paid; Effect on Capital Stock..........2
1.5 Dissenting Shares..........................................4
1.6 Surrender of Certificates..................................4
1.7 No Further Ownership Rights in Prosys Common Stock.........5
1.8 Lost, Stolen or Destroyed Certificates.....................5
1.9 Earnout Payments...........................................6
1.10 Securities Act Compliance..................................7
1.11 Tax and Accounting Consequences............................8
1.12 Taking of Necessary Action; Further Action.................8


ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE TARGET PARTIES..............8


2.1 Organization of Prosys.....................................8
2.2 Prosys Capital Structure...................................8
2.3 Subsidiaries...............................................9
2.4 Authority..................................................9
2.5 Prosys Financial Statements...............................10
2.6 No Undisclosed Liabilities................................10
2.7 No Changes................................................11
2.8 Tax and Other Returns and Reports.........................12
2.9 Restrictions on Business Activities.......................14
2.10 Title to Properties; Absence of Liens and Encumbrances....14
2.11 Intellectual Property.....................................14
2.12 Agreements, Contracts and Commitments.....................16
2.13 Interested Party Transactions.............................17
2.14 Compliance with Laws......................................18
2.15 Litigation................................................18
2.16 Insurance.................................................18
2.17 Minute Books..............................................18
2.18 Environmental Matters.....................................18
2.19 Brokers'and Finders'Fees; Third Party Expenses............18
2.20 Employee Matters and Benefit Plans........................19
2.21 Covenants.................................................22
2.22 Representations Complete..................................22


ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER.........................22


3.1 Organization, Standing and Power..........................22
3.2 Authority.................................................22
3.3 Capital Structure.........................................23
3.4 SEC Documents; Actel Financial Statements.................23
3.5 No Material Adverse Change................................24
3.6 Litigation................................................24


ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME..............................24


4.1 Conduct of Business of Prosys.............................24
4.2 No Solicitation...........................................26
4.3 Strategic Agreements......................................27
4.4 Employee Hiring...........................................27


ARTICLE V ADDITIONAL AGREEMENTS.............................................27


5.1 Prosys Shareholder Approval...............................27
5.2 Access to Information.....................................27
5.3 Expenses..................................................28
5.4 Public Disclosure.........................................28
5.5 Consents..................................................28
5.6 FIRPTA Compliance.........................................28
5.7 Reasonable Efforts........................................28
5.8 Notification of Certain Matters...........................29
5.9 Tax Treatment.............................................29
5.10 Additional Documents and Further Assurances...............29
5.11 Form S-8..................................................29
5.12 Nasdaq Listing............................................29
5.13 Blue Sky Laws.............................................29
5.14 Indemnification...........................................29
5.15 Prosys Options............................................29


ARTICLE VI CONDITIONS TO THE MERGER.........................................30


6.1 Conditions to Obligations of Each Party to Effect
the Merger.............................................30
6.2 Additional Conditions to Obligations of Prosys............30
6.3 Additional Conditions to the Obligations of Actel.........31


ARTICLE VII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.....32


7.1 Survival..................................................32
7.2 Indemnification Provisions for Benefit of Actel...........32
7.3 Procedure for Indemnification Claims; Matters Involving
Third Parties..........................................33
7.4 Exclusivity of Contractual Remedy.........................34
7.5 Securityholder Representative.............................34


ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER..............................34


8.1 Termination...............................................34
8.2 Effect of Termination.....................................35
8.3 Amendment.................................................36
8.4 Extension; Waiver.........................................36


ARTICLE IX GENERAL PROVISIONS...............................................36


9.1 Notices...................................................36
9.2 Interpretation............................................38
9.3 Counterparts..............................................38
9.4 Entire Agreement; Assignment..............................38
9.5 Severability..............................................38
9.6 Other Remedies............................................38
9.7 Governing Law.............................................39
9.8 Rules of Construction.....................................39
9.9 Specific Performance......................................39


AGREEMENT AND PLAN OF REORGANIZATION


This Agreement and Plan of Reorganization (this "Agreement") is made and entered into as of June 2, 2000 between Actel Corporation, a California corporation ("Actel"), Prosys Technology, Inc., a California corporation ("Prosys"), and Jung-Cheun "Frank" Lien, Sheng "Jason" Feng, Chung Sun, Eddy Huang and Nan Horng Yeh (the foregoing individuals collectively the "Officers") (Prosys and the Officers collectively the "Target Parties") (all of the foregoing collectively the "Parties").


RECITALS


A. The Boards of Directors of Prosys and Actel believe it is in the best interests of each company and their respective shareholders that Actel acquire Prosys through the statutory merger of Prosys with and into Actel (the "Merger") and, in furtherance thereof, have approved the Merger.


B. Occasioned by and immediately prior to the Merger, pursuant to the terms and provisions of Article V, Section E(1) of Prosys' Articles of Incorporation, all shares of outstanding Series A Preferred Stock of Prosys ("Prosys Series A Preferred Stock") shall automatically convert into shares of Common Stock of Prosys ("Prosys Common Stock") (Prosys Series A Preferred Stock and Prosys Common Stock collectively "Prosys Capital Stock"), such that immediately prior to the Effective Time (as defined below) the only outstanding securities of Prosys shall be shares of Prosys Common Stock and options to acquire Prosys Common Stock outstanding under Prosys' 1998 Stock Option Plan (the "Option Plan"), or otherwise (all such options, irrespective of whether and the extent to which vested or exercisable, collectively the "Prosys Options"). Those persons holding shares of Prosys Common Stock immediately following the aforementioned automatic conversion of Prosys Series A Preferred Stock and immediately prior to the Effective Time are referred to as the "Prosys Shareholders", and those persons holding Prosys Options immediately prior to the Effective Time are referred to as the "Prosys Optionholders" (the Prosys Shareholders and the Prosys Optionholders collectively the "Prosys Securityholders").


C. Pursuant to the Merger, among other things, and subject to the terms and conditions of this Agreement, all of the issued and outstanding shares of Prosys Common Stock shall be converted into the right to receive shares of Common Stock of Actel ("Actel Common Stock") and/or cash, as set forth herein, and all outstanding options to acquire shares of Prosys Common Stock shall be assumed by Actel in the manner set forth herein.


D. The issuance of a portion of the shares of Actel Common Stock will be subject to and conditional upon the achievement of certain performance milestones subsequent to the Merger, all as set forth in Section 1.9 hereof.


E. Prosys and Actel desire to make certain representations and warranties and other agreements in connection with the Merger.


NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, intending to be legally bound hereby the parties agree as follows:


ARTICLE I


THE MERGER


1.1 The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the California General Corporation Law ("California Law"), Prosys shall be merged with and into Actel, the separate corporate existence of Prosys shall cease and Actel shall continue as the surviving corporation.


1.2 Effective Time. Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") will take place as promptly as practicable, but no later than five (5) business days, following satisfaction or waiver of the conditions set forth in Article VI, at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California, unless another place or time is agreed to by Actel and Prosys. The date upon which the Closing actually occurs is herein referred to as the "Closing Date". On the Closing Date, the parties hereto shall cause the Merger to be consummated by (i) filing a Certificate of Merger with the Secretary of State of the State of California (the "Certificate of Merger"), in accordance with the relevant provisions of applicable law (the time of acceptance by the Secretary of State of California of such filing being referred to herein as the "Effective Time"). The parties currently intend that the Closing Date will occur on or prior to June 2, 2000.


1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Prosys shall vest in Actel, and all debts, liabilities and duties of Prosys shall become the debts, liabilities and duties of Actel.


1.4 Consideration to Be Paid; Effect on Capital Stock. At the Effective Time, Actel shall transfer $6,900,000 and 220,518 shares of Actel Common Stock to the Prosys Shareholders in exchange for all of the Prosys Common. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Actel, Prosys or any Prosys Shareholder, the following shall occur:


(a) Conversion of Prosys Common Stock. Each share of Prosys Common
Stock issued and outstanding immediately prior to the Effective Time (other
than Dissenting Shares (as defined and to the extent provided in Section
1.5(a)) will be canceled and extinguished and be converted automatically
into the right to receive, upon surrender of the certificate representing
such share of Prosys Common Stock in the manner provided in Section 1.6:
(i) 0.0735 shares of Actel Common Stock (the "Common Stock Exchange
Ratio"); (ii) $2.30; and (iii) the right to receive Earnout Payments as
provided in Section 1.9 and as limited by Article VII hereof. Any shares of
Actel Common Stock issued in exchange for shares of Prosys Common Stock
which are subject to a repurchase right in favor of Prosys shall be subject
to an identical repurchase right in favor of Actel.


(b) Stock Options. At the Effective Time, all Prosys Options shall be
assumed by Actel in accordance with provisions described below.


(i) At the Effective Time, each Prosys Option, whether vested or
unvested, shall be, in connection with the Merger, assumed by Actel.
Each Prosys Option so assumed by Actel under this Agreement shall
continue to have, and be subject to, the same terms and conditions set
forth in the Option Plan and/or as provided in the respective option
agreements governing such Prosys Option immediately prior to the
Effective Time, except that: (A) such Prosys Option shall be
exercisable for that number of whole shares of Actel Common Stock
equal to the product of the number of shares of Prosys Common Stock
that were issuable upon exercise of such Prosys Option immediately
prior to the Effective Time multiplied by 0.147 (the "Option Exchange
Ratio"), rounded down to the nearest whole number of shares of Actel
Common Stock; (B) the per share exercise price for the shares of Actel
Common Stock issuable upon exercise of such assumed Prosys Option
shall be equal to the quotient determined by dividing the exercise
price per share of Prosys Common Stock at which such Prosys Option was
exercisable immediately prior to the Effective Time by the Option
Exchange Ratio, rounded up to the nearest whole cent; and (C) each
Prosys Option shall be modified and amended such that (x) such Prosys
Option shall vest on a quarterly basis, and (y) the vesting
commencement date of such Prosys Option shall be the date three months
prior to the vesting commencement date previously set forth in such
Prosys Option prior to the Merger.


(ii) It is the intention of the parties that Prosys Options
assumed by Actel qualify following the Effective Time as incentive
stock options as defined in Section 422 of the Code to the extent
Prosys Options qualified as incentive stock options immediately prior
to the Effective Time.


(iii) Promptly following the Effective Time, Actel will issue to
each holder of an outstanding Prosys Option a document evidencing the
foregoing assumption of such Prosys Option by Actel.


(c) Adjustments to Exchange Ratio. The Common Stock Exchange Ratio
shall be adjusted to reflect fully the effect of any stock split, reverse
split, stock dividend (including any dividend or distribution of securities
convertible into Actel Common Stock or Prosys Common Stock),
reorganization, recapitalization or other like change with respect to Actel
Common Stock or Prosys Common Stock occurring after the date hereof and
prior to the Effective Time.


(d) Fractional Shares. No fraction of a share of Actel Common Stock
will be issued, but in lieu thereof, each holder of shares of Prosys Common
Stock who would otherwise be entitled to a fraction of a share of Actel
Common Stock (after aggregating all fractional shares of Actel Common Stock
to be received by such holder) shall be entitled to receive from Actel an
amount of cash (rounded to the nearest whole cent) equal to the product of
(i) such fraction, multiplied by (ii) $31.29 (the "Value Per Actel Share").


1.5 Dissenting Shares.


(a) Notwithstanding any provision of this Agreement to the contrary,
any shares of Prosys Common Stock held by a holder who has demanded and
perfected appraisal or dissenters' rights for such shares in accordance
with California Law and who, as of the Effective Time, has not effectively
withdrawn or lost such appraisal or dissenters' rights ("Dissenting
Shareholders"), shall not be converted into or represent a right to receive
Actel Common Stock pursuant to Section 1.6, but the holder thereof shall
only be entitled to such rights as are granted by California Law.


(b) Notwithstanding the provisions of subsection (a), if any holder of
shares of Prosys Common Stock who demands appraisal of such shares under
California Law shall effectively withdraw or lose (through failure to
perfect or otherwise) the right to appraisal, then, as of the later of the
Effective Time and the occurrence of such event, such holder's shares shall
automatically be converted into and represent only the right to receive
Actel Common Stock and fractional shares as provided in Section 1.4,
without interest thereon, upon surrender of the certificate representing
such shares.


(c) Prosys shall give Actel (i) prompt notice of any written demands
for appraisal of any shares of Prosys Common Stock, withdrawals of such
demands, and any other instruments served pursuant to California Law and
received by Prosys and (ii) the opportunity to participate in all
negotiations and proceedings with respect to demands for appraisal under
California Law. Prosys shall not, except with the prior written consent of
Actel, voluntarily make any payment with respect to any demands for
appraisal of capital stock of Prosys or offer to settle or settle any such
demands.


1.6 Surrender of Certificates.


(a) Exchange Procedures. Promptly after the Effective Time, Actel
shall cause to be mailed to each holder of record of a stock certificate or
certificates (the "Certificates") which immediately prior to the Effective
Time represented outstanding shares of Prosys Common Stock whose shares
were converted into the right to receive shares of Actel Common Stock
pursuant to Section 1.4(a), (i) a letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon delivery of the Certificates to Actel
and shall be in such form and have such other provisions as Actel may
reasonably specify) and (ii) instructions for use in effecting the
surrender of the Certificates in exchange for certificates representing
shares of Actel Common Stock. Upon surrender of a Certificate for
cancellation to Actel or to such other agent or agents as may be appointed
by Actel, together with such letter of transmittal, duly completed and
validly executed in accordance with the instructions thereto, the holder of
such Certificate shall be entitled to receive in exchange therefor a
certificate representing the number of whole shares of Actel Common Stock,
plus cash in lieu of fractional shares in accordance with Section 1.4, to
which such holder is entitled pursuant to Section 1.4(a)(i), and the dollar
amount specified in Section 1.4(a)(ii), and the Certificate so surrendered
shall forthwith be canceled.


(b) Distributions With Respect to Unexchanged Shares. No dividends or
other distributions declared or made after the Effective Time with respect
to Actel Common Stock with a record date after the Effective Time will be
paid to the holder of any unsurrendered Certificate with respect to the
shares of Actel Common Stock represented thereby until the holder of record
of such Certificate shall surrender such Certificate. Subject to applicable
law, following surrender of any such Certificate, there shall be paid to
the record holder of the certificates representing whole shares of Actel
Common Stock issued in exchange therefor, without interest, at the time of
such surrender, the amount of dividends or other distributions with a
record date after the Effective Time theretofore paid with respect to such
whole shares of Actel Common Stock.


(c) Transfers of Ownership. If any certificate for shares of Actel
Common Stock is to be issued in a name other than that in which the
certificate surrendered in exchange therefor is registered, it will be a
condition of the issuance thereof (i) that the certificate so surrendered
will be properly endorsed and otherwise in proper form for transfer, (ii)
that the person requesting such exchange will have paid to Actel or any
agent designated by it any transfer or other taxes required by reason of
the issuance of a certificate for shares of Actel Common Stock in any name
other than that of the registered holder of the certificate surrendered, or
established to the satisfaction of Actel or any agent designated by it that
such tax has been paid or is not payable, (iii) that either such transfer
be registered under the Securities Act or the proposed transferor provides
Actel with an opinion of counsel satisfactory to Actel to the effect that
such transfer is exempt from the registration requirements of the
Securities Act, and (iv) the proposed transferee agrees in writing to be
bound by the provisions of the transferor's Investment Representation
Statement.


(d) No Liability. Notwithstanding anything to the contrary in this
Section 1.6, none of Actel or any party hereto shall be liable to a holder
of shares of Prosys Common Stock for any amount properly paid to a public
official pursuant to any applicable abandoned property, escheat or similar
law.


1.7 No Further Ownership Rights in Prosys Common Stock. All shares of Actel Common Stock issued upon the surrender for exchange of shares of Prosys Common Stock in accordance with the terms hereof (including any cash paid in respect thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Prosys Common Stock, and there shall be no further registration of transfers on the records of Actel of shares of Prosys Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Actel for any reason, they shall be canceled and exchanged as provided in this Article I.


1.8 Lost, Stolen or Destroyed Certificates. In the event any certificates evidencing shares of Prosys Common Stock shall have been lost, stolen or destroyed, Actel shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Actel Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 1.4; provided, however, that Actel may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Actel with respect to the certificates alleged to have been lost, stolen or destroyed.


1.9 Earnout Payments.


(a) Schedule of Milestones. Promptly following the acheivement of any
of the following milestones within 90 days of the applicable milestone
date, Actel shall pay to the Prosys Securityholders 39,949 shares of Actel
Common Stock (each an "Earnout Payment"):


(i) First Milestone. On or before November 30, 2000: The 0.18um
IP core product will be available with beta status, including a
tapeout of the 4x4 silicon, plus software and methodology support that
has been validated using a suite of test designs.


(ii) Second Milestone. On or before February 28, 2001: The 0.18um
IP core product development is complete, including layout databases
for the 4x2, 2x2 and 2x1 cores, plus working 4x4 silicon and an
associated development board.


(iii) Third Milestone. On or before July 31, 2001: The 0.15um IP
core product will be available with beta status, including a tapeout
of the 8x8 silicon, plus software and methodology support that has
been validated using a suite of test designs.


(iv) Fourth Milestone. On or before November 30, 2001: The 0.15um
IP core product development is complete, including layout databases
for the 8x4, 4x4, and 4x2 cores, plus working 8x8 silicon and an
associated development board.


Actel's obligation to make the Earnout Payments specified
above is subject to the indemnification and offset provisions set
forth in Article VII hereof. Assuming achievement of all the
milestones set forth in this section above, and except to the
extent reduced by operation of such Article VII, the total value
of all Earnout Payments shall equal 159,795 shares of Actel
Common Stock.


(b) Nature of Earnout Payments. All Earnout Payments shall be paid
solely in the form of Actel Common Stock.


(c) Allocation and Mechanics of Payment. The total amount of each
Earnout Payment shall be allocated among the Prosys Securityholders based
on (i) the sum of (A) the total number of shares of Prosys Common held by
such S
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