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Agreement and Plan of Reorganization

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EXHIBIT 1


AGREEMENT AND PLAN OF REORGANIZATION


BY AND AMONG


USWEB CORPORATION


USWEB ACQUISITION CORPORATION 134


AND


CKS GROUP, INC.


DATED AS OF SEPTEMBER 1, 1998


TABLE OF CONTENTS
PAGE
---- ARTICLE I........................................................... 2 1.1 The Merger................................................... 2 1.2 Effective Time; Closing...................................... 2 1.3 Effect of the Merger......................................... 2 1.4 Certificate of Incorporation; Bylaws......................... 2 1.5 Directors and Officers....................................... 2 1.6 Effect on Capital Stock...................................... 3 1.7 Surrender of Certificates.................................... 3 1.8 No Further Ownership Rights in CKS Common Stock.............. 5 1.9 Lost, Stolen or Destroyed Certificates....................... 5 1.10 Tax and Accounting Consequences............................... 5 1.11 Taking of Necessary Action; Further Action.................... 5


ARTICLE II.......................................................... 5 2.1 Organization of CKS.......................................... 5 2.2 CKS Capital Structure........................................ 6 2.3 Obligations With Respect to Capital Stock.................... 6 2.4 Authority.................................................... 7 2.5 Section 203 of the Delaware General Corporation Law
Not Applicable............................................... 7 2.6 SEC Filings; CKS Financial Statements........................ 8 2.7 Absence of Certain Changes or Events......................... 8 2.8 Taxes........................................................ 8 2.9 Intellectual Property........................................ 10 2.10 Compliance; Permits; Restrictions............................ 10 2.11 Litigation................................................... 11 2.12 Brokers' and Finders' Fees................................... 11 2.13 Employee Matters and Benefit Plans........................... 11 2.14 Absence of Liens and Encumbrances............................ 12 2.15 Environmental Matters........................................ 12 2.16 Labor Matters................................................ 13 2.17 Agreements, Contracts and Commitments........................ 13 2.18 International Employee Plan.................................. 14 2.19 Pooling of Interests......................................... 14 2.20 Change of Control Payments................................... 14 2.21 Statements; Proxy Statement/Prospectus....................... 14 2.22 Board Approval............................................... 15 2.23 Fairness Opinion............................................. 15


ARTICLE III......................................................... 15 3.1 Organization of USWeb........................................ 15 3.2 USWeb and Merger Sub Capital Structure....................... 16 3.3 Obligations With Respect to Capital Stock.................... 17 3.4 Authority.................................................... 17 3.5 Section 203 of the Delaware General Corporation Law
Not Applicable............................................... 18 3.6 SEC Filings; USWeb Financial Statements...................... 18 3.7 Absence of Certain Changes or Events......................... 19 3.8 Taxes........................................................ 19 3.9 Intellectual Property........................................ 20 3.10 Compliance; Permits; Restrictions............................ 21 3.11 Litigation................................................... 21 3.12 Brokers' and Finders' Fees................................... 21


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PAGE
---- 3.13 Employee Benefit Plans............................................. 21 3.14 Absence of Liens and Encumbrances.................................. 23 3.15 Environmental Matters.............................................. 23 3.16 Labor Matters...................................................... 23 3.17 Agreements, Contracts and Commitments.............................. 24 3.18 Pooling of Interests............................................... 25 3.19 Change of Control Payments......................................... 25 3.20 Statements; Proxy Statement/Prospectus............................. 25 3.21 Board Approval..................................................... 25 3.22 Fairness Opinion................................................... 25 ARTICLE IV................................................................ 25 4.1 Conduct of Business................................................ 25 ARTICLE V................................................................. 28 5.1 Proxy Statement/Prospectus; Registration Statement; Other Filings;
Board Recommendations................................................ 28 5.2 Meetings of Stockholders........................................... 28 5.3 Confidentiality.................................................... 29 5.4 No Solicitation.................................................... 29 5.5 Public Disclosure.................................................. 33 5.6 Legal Requirements................................................. 33 5.7 Third Party Consents............................................... 34 5.8 FIRPTA............................................................. 34 5.9 Notification of Certain Matters.................................... 34 5.10 Regulatory Filings; Reasonable Efforts............................. 34 5.11 Stock Options and Employee Benefits................................ 34 5.12 Form S-8........................................................... 36 5.13 Indemnification and Insurance...................................... 36 5.14 Nasdaq Listing..................................................... 37 5.15 USWeb Holder Agreement............................................. 37 5.16 CKS Holder Agreement............................................... 37 5.17 INTENTIONALLY OMITTED.............................................. 37 5.18 Board of Directors of the Combined Company......................... 37 5.19 Officers of Combined Company; Executive Committee.................. 37 5.20 Change of Name; Increase in Authorized Shares...................... 38 5.21 Voting Agreements.................................................. 38 5.22 Tax-Free Reorganization............................................ 38 ARTICLE VI................................................................ 38 6.1 Conditions to Obligations of Each Party to Effect the Merger....... 38 6.2 Additional Conditions to Obligations of CKS........................ 39 6.3 Additional Conditions to the Obligations of USWeb and Merger Sub... 40 ARTICLE VII............................................................... 40 7.1 Termination........................................................ 40 7.2 Notice of Termination; Effect of Termination....................... 42 7.3 Fees and Expenses.................................................. 42 7.4 Amendment.......................................................... 43 7.5 Extension; Waiver.................................................. 44 ARTICLE VIII.............................................................. 44 8.1 Non-Survival of Representations and Warranties..................... 44 8.2 Notices............................................................ 44


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PAGE
---- 8.3 Interpretation; Knowledge........................................... 45 8.4 Counterparts........................................................ 45 8.5 Entire Agreement; Third Party Beneficiaries......................... 45 8.6 Severability........................................................ 45 8.7 Other Remedies; Specific Performance................................ 45 8.8 Governing Law....................................................... 45 8.9 Rules of Construction............................................... 46 8.10 Assignment.......................................................... 46


INDEX OF EXHIBITS


Exhibit A Form of CKS Stock Option Agreement Exhibit B Form of USWeb Stock Option Agreement Exhibit C Form of Certificate of Merger Exhibit D Form of USWeb Holder Agreement Exhibit E Form of CKS Holder Agreement Exhibit F Form of Non-Competition Agreement Exhibit G Form of CKS Voting Agreement Exhibit H Form of USWeb Voting Agreement


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EXHIBIT 10.27
-------------


AGREEMENT AND PLAN OF REORGANIZATION


This AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of September 1, 1998 among USWeb Corporation, a Delaware corporation ("USWeb"), USWeb Acquisition Corporation 134, a Delaware corporation and a wholly owned subsidiary of USWeb ("Merger Sub"), and CKS Group, Inc., a Delaware corporation ("CKS").


RECITALS


A. Upon the terms and subject to the conditions of this Agreement (as defined in Section 1.2 below) and in accordance with the Delaware General Corporation Law ("Delaware Law"), USWeb and CKS intend to enter into a business combination transaction to pursue their long-term business strategies.


B. The combination of USWeb and CKS shall be effected by the terms of this Agreement through a transaction in which Merger Sub will merge with and into CKS, CKS will become a wholly owned subsidiary of USWeb and the stockholders of CKS will become stockholders of USWeb.


C. The combined company following the Merger (as defined in Section 1.1) will be called Reinvent Communications, Inc. In addition, immediately upon the effectiveness of the Merger, the Board of Directors of the combined company would consist of nine members, with designees of USWeb to hold seven of such seats and designees of CKS to hold two of such seats. The senior management of the combined company will consist of senior management from both USWeb and CKS.


D. The Board of Directors of CKS (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of CKS and fair to, and in the best interests of, CKS and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) has determined to recommend that the stockholders of CKS adopt and approve this Agreement and approve the Merger.


E. The Board of Directors of USWeb (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of USWeb and fair to, and in the best interests of, USWeb and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) has determined to recommend that the stockholders of USWeb vote to approve the issuance of shares of USWeb Common Stock (as defined below) to the stockholders of CKS pursuant to the terms of the Merger.


F. The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").


G. It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests.


H. Concurrently with the execution of this Agreement, and as a condition and inducement to CKS's and USWeb's willingness to enter into this Agreement, CKS shall execute and deliver a stock option agreement in favor of USWeb in substantially the form attached hereto as Exhibit A (the "CKS Stock Option Agreement"), and USWeb shall execute and deliver a stock option agreement in favor of CKS in substantially the form attached as Exhibit B (the "USWeb Stock Option Agreement" and, together with the CKS Stock Option Agreement, the "Stock Option Agreements"). The Board of Directors of each of CKS and USWeb have approved the Stock Option Agreements.


NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


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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 Delaware Law, Merger Sub shall be merged with and into CKS (the "Merger"), the separate corporate existence of Merger Sub shall cease, and CKS shall continue as the surviving corporation. CKS as the surviving corporation after the Merger is hereinafter sometimes referred to as the "Surviving Corporation."


1.2 Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger, substantially in the form of Exhibit C hereto (the "Certificate of Merger"), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the time of such filing (or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger) being the "Effective Time") on the Closing Date (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and Plan of Reorganization. The closing of the Merger (the "Closing") shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").


1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and in Section 261 of Delaware Law and other applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of CKS and Merger Sub; and all and singular, the rights, privileges, powers and franchises of each of CKS and Merger Sub, and all property, real, personal and mixed, and all debts due to either of CKS and Merger Sub on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of CKS and Merger Sub, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of CKS and Merger Sub, and the title to any real estate vested by deed or otherwise under the laws of the State of Delaware, in either of CKS and Merger Sub, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of CKS and Merger Sub shall be preserved unimpaired, and all debts, liabilities and duties of CKS and Merger Sub shall thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts and liabilities had been incurred or contracted by it.


1.4 Certificate of Incorporation; Bylaws.


(a) The Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that at the Effective Time the Certificate of Incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be CKS Group Corporation.


(b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws.


1.5 Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time, together with Pierre Lamond, Alexandre Balkanski, Barry Linsky, and Michael Slade, the four outside directors of CKS as of the date of this Agreement, shall be the initial directors of the Surviving Corporation.


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The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until their respective successors are duly appointed.


1.6 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, CKS or the holders of any of the following securities:


(a) Conversion of CKS Common Stock. Each share of Common Stock, $0.001 par value, of CKS (the "CKS Common Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of CKS Common Stock to be canceled pursuant to Section 1.6(b)) will be canceled and extinguished and automatically converted (subject to Sections 1.6(e) and (f)) into the right to receive 1.5 (the "Exchange Ratio") validly issued, fully paid and nonassessable shares of Common Stock, $0.001 par value per share, of USWeb (the "USWeb Common Stock") upon surrender of the certificate representing such share of CKS Common Stock in the manner provided in Section 1.7 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.9).


(b) Cancellation of USWeb-Owned Stock. Each share of CKS Common Stock held by CKS or owned by Merger Sub, USWeb or any direct or indirect wholly owned subsidiary of CKS or of USWeb immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.


(c) Stock Options; Employee Stock Purchase Plans. At the Effective Time, all options to purchase CKS Common Stock then outstanding under CKS's 1995 Series B Common Stock Plan, 1995 Stock Plan, 1995 Director Option Plan, and 1996 Supplemental Stock Plan and the Site Specific, Inc. 1996 Stock Option Plan, in each case as amended (collectively, the "CKS Stock Plans"), shall be assumed by USWeb in accordance with Section 5.11 hereof. At the Effective Time, in accordance with the terms of CKS's 1995 Employee Stock Purchase Plan and 1997 Employee Stock Purchase Plan, as the case may be, (collectively, the "CKS ESPPs"), and in accordance with Section 5.11 hereof, USWeb shall assume the CKS ESPPs.


(d) Capital Stock of Merger Sub. Each share of Common Stock, $0.001 par value, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.001 par value, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.


(e) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into USWeb Common Stock or CKS Common Stock), reorganization, recapitalization or other like change with respect to USWeb Common Stock or CKS Common Stock occurring on or after the date of this Agreement and prior to the Effective Time.


(f) Fractional Shares. No fraction of a share of USWeb Common Stock will be issued by virtue of the Merger, but in lieu thereof each holder of shares of CKS Common Stock who would otherwise be entitled to a fraction of a share of USWeb Common Stock (after aggregating all fractional shares of USWeb Common Stock to be received by such holder) shall receive from USWeb an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the average closing price of one share of USWeb Common Stock for the ten most recent days that USWeb Common Stock has traded ending on the trading day immediately prior to the Effective Time, as reported by the Nasdaq Stock Market.


1.7 Surrender of Certificates.


(a) Exchange Agent. ChaseMellon Shareholder Services LLP shall act as the exchange agent (together with any successor exchange agent as may be appointed, the "Exchange Agent") in the Merger pursuant to an exchange agency agreement with USWeb which shall be in a form reasonably acceptable to CKS.


(b) USWeb to Provide Common Stock. Promptly (and in no event later than the fifth business day) after the Effective Time, USWeb shall make available to the Exchange Agent for exchange in accordance with this


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Article I, the shares of USWeb Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of CKS Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions which holders of shares of CKS Common Stock may be entitled pursuant to Section 1.7(d).


(c) Exchange Procedures. Promptly (and in no event later than the fifth business day) after the Effective Time, USWeb shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of CKS Common Stock whose shares were converted into the right to receive shares of USWeb Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 the Exchange Agent and shall be in such form and have such other provisions as USWeb, in consultation with CKS prior to the Effective Time, may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of USWeb Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of USWeb Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of the number of full shares of USWeb Common Stock into which such shares of CKS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).


(d) Distributions With Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to USWeb Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of USWeb Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall promptly deliver to the record holders thereof, without interest, certificates representing whole shares of USWeb Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of USWeb Common Stock.


(e) Transfers of Ownership. If certificates for shares of USWeb Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to USWeb or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates for shares of USWeb Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of USWeb or any agent designated by it that such tax has been paid or is not payable.


(f) No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, USWeb, the Surviving Corporation and CKS and none of their respective directors, officers, employees or agents hereto shall be liable to a holder of shares of USWeb Common Stock or CKS Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.


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1.8 No Further Ownership Rights in CKS Common Stock. All shares of USWeb Common Stock issued upon the surrender for exchange of shares of CKS Common Stock in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of CKS Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of CKS Common Stock which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.


1.9 Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent 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 USWeb Common Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d); provided, however, that USWeb 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 USWeb, CKS or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.


1.10 Tax and Accounting Consequences.


(a) It is intended by the parties hereto th
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