EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is entered into as of this 28th
day
of April, 2005, by and between WORLD
EXPLORER CORPORATION, a Georgia corporation
("WORLD EXPLORER"), LEGAL ACCESS
TECHNOLOGY, INC., a Nevada corporation
("LATI"), and WEC ACQUISITION SUB, INC. , a
Georgia corporation and wholly-owned
subsidiary of LATI ("SUB").
R E C I T A L S:
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WHEREAS, each of the respective Boards of Directors of World
Explorer
and Sub have approved this Merger Agreement
and declared its advisability, and
the sole stockholder of Sub has voted for
the adoption of the Merger Agreement
and approved the merger of World Explorer
with and into Sub (the "Merger"), upon
the terms and subject to the conditions set
forth herein, so that in connection
with the Merger, (i) World Explorer, as
successor by merger with Sub, will
become a wholly-owned subsidiary of LATI;
and (ii) the stockholders of World
Explorer immediately prior to the Merger
shall become the stockholders of LATI,
and, by virtue of the Merger, each share of
the common stock of World Explorer
outstanding immediately prior to the Merger
will be converted into and represent
the right to receive one (1) share of the
common stock of LATI;
WHEREAS, as determined by the Board of Directors of World Explorer
and
Sub, for federal income tax purposes, it is
intended that the Merger shall
qualify as a reorganization within the
meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the
"Code"), such that the stockholders of
World Explorer will not recognize gain or
loss for federal income tax purposes
by virtue of the Merger; and
WHEREAS, the parties to this Merger Agreement desire to adopt
this
Merger Agreement as a Plan of
Reorganization and to consummate the Merger in
accordance with Section 368(a) of the
Code.
NOW, THEREFORE, in consideration of the mutual covenants,
benefits,
conditions and agreements set forth herein
and for other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, it
is hereby agreed as follows:
ARTICLE I
THE MERGER
SECTION 1.1 THE MERGER. Upon the terms and subject to the
conditions
hereof, at the Effective Time (as defined
in Section 1.3), World Explorer shall
be merged with and into Sub and the
separate existence of Sub shall thereupon
cease, and World Explorer shall continue as
the surviving corporation in the
Merger (the "Surviving Corporation") under
the laws of the State of Georgia.
SECTION 1.2 CLOSING AND CLOSING DATE. The closing of the Merger
contemplated by this Agreement (the
"Closing") will take place at the offices of
Greenberg Traurig LLP, 3290 Northside
Parkway, N.W., Suite 400, Atlanta, Georgia
30327. Subject to the satisfaction or
waiver of the conditions set forth herein,
the Closing shall be no later than April
22, 2005, unless
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otherwise mutually agreed upon by all of
the parties hereto. For purposes
hereof, the "Closing Date" shall be the day
of the actual date of the Closing.
SECTION 1.3 EFFECTIVE TIME OF THE MERGER. The Merger shall
become
effective upon the filing of a Certificate
of Merger with the Secretary of State
of the State of Georgia in accordance with
the provisions of the Georgia
Business Corporation Code ("GBCC"), or at
such other time as Sub and World
Explorer shall agree should be specified in
the Certificate of Merger, which
filing shall be made as soon as practicable
on the Closing Date. When used in
this Merger Agreement, the term "Effective
Time" shall mean the time at which
such Certificate of Merger is duly filed
with the Secretary of State of the
State of Georgia or such time as otherwise
specified in the Certificate of
Merger.
SECTION 1.4 EFFECT OF THE MERGERSECTION 1.5 . The Merger shall,
from
and after the Effective Time, have all the
effects provided by Section 14-2-1106
the GBCC.
ARTICLE 2
CONVERSION OF SHARES
SECTION 2.1 MERGER CONSIDERATION. As of the Effective Time, by
virtue
of the Merger and without any action on the
part of World Explorer, Sub or LATI,
or any stockholder of World Explorer, Sub
or LATI each share of World Explorer
common stock, par value $0.01 per share
("World Explorer Common Stock"), issued
and outstanding immediately prior to the
Effective Time (excluding any shares of
World Explorer Common Stock held by World
Explorer as treasury stock, which
shares shall be canceled and extinguished
at the Effective Time) shall
automatically be converted into and
represent the right to receive one (1) share
of LATI common stock, par value $0.001 per
share ("LATI Common Stock"). At the
Effective Time, all such shares of LATI
Common Stock shall be duly and validly
issued, fully paid and nonassessable. As of
the Effective Time, each shares of
Sub common stock shall be converted into
one (1) share of common stock of the
Surviving Corporation.
SECTION 2.2 SURRENDER OF WORLD EXPLORER STOCK CERTIFICATES. Holders
of
certificates which, immediately prior to
the Effective Time, represented shares
of World Explorer Common Stock will be
required to surrender such certificates
for certificates representing an equal
number of shares of LATI Common Stock
into which such stockholder's shares were
converted pursuant to Section 2.1.
Until so surrendered, each certificate
which, immediately prior to the Effective
Time, represented shares of World Explorer
Common Stock shall be deemed and
treated for all corporate purposes to
represent an equal number of shares of
LATI Common Stock as though said surrender
had taken place, and all such shares
of World Explorer Common Stock converted as
aforesaid shall be deemed cancelled
and shall cease to exist.
SECTION 2.3 SURRENDER OF SUB STOCK CERTIFICATE. LATI, as the holder
of
the certificate which, immediately prior to
the Effective Time, represented all
of the issued and outstanding shares of Sub
common stock (the "Sub Stock
Certificate"), will be required to
surrender the Sub Stock Certificate for a
certificate representing the equal number
of shares of the common stock of the
Surviving Corporation into which such
shares of Sub Stock were converted
pursuant to Section 2.1. Until so
surrendered, the Sub Initial Stock Certificate
shall be deemed and treated for all
corporate purposes to represent an equal
number of shares of the
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common stock of the Surviving Corporation
as though said surrender and Merger
had taken place, and all such shares of Sub
common stock shall be deemed
cancelled and shall cease to exist.
SECTION 2.4 CLOSING OF WORLD EXPLORER'S TRANSFER BOOKS. At the
Effective Time, the stock transfer books of
World Explorer shall be closed and
no transfer of the capital stock of World
Explorer shall be made thereafter.
ARTICLE 3
THE SURVIVING CORPORATION AND OTHER MATTERS
SECTION 3.1 ARTICLES OF INCORPORATION OF THE SURVIVING CORPORATION.
The
Articles of Incorporation of World Explorer
as in effect immediately prior to
the Effective Time shall be the Articles of
Incorporation of the Surviving
Corporation from and after the Effective
Time.
SECTION 3.2 BYLAWS OF SURVIVING CORPORATION. The Bylaws of
World
Explorer as in effect immediately prior to
the Effective Time shall be the
Bylaws of the Surviving Corporation from
and after the Effective Time, until
thereafter changed or amended as provided
therein or by applicable law.
SECTION 3.3 BOARD OF DIRECTORS OF SURVIVING CORPORATION. The
directors
and officers of World Explorer immediately
prior to the Effective Time shall be
the directors and officers of the Surviving
Corporation from and after the
Effective Time, in each case, until the
earlier of their respective resignations
or the time that their respective
successors are duly elected or appointed and
qualified.
SECTION 3.4 BOARD OF DIRECTORS OF LATI. The directors and officers
of
LATI immediately prior to the Effective
Time shall be the directors and officers
of LATI from and after the Effective Time,
in each case, until the earlier of
their respective resignations or the time
that their respective successors are
duly elected or appointed and qualified;
provided that, Herbert Leeming shall be
added to the Board of Directors of LATI
immediately after the Effective Time.
SECTION 3.5 NO LIABILITY. Neither LATI nor World Explorer shall
be
liable to any Person in respect of any
shares of LATI Common Stock properly
delivered to a public official pursuant to
any applicable abandoned property,
escheat or similar law.
SECTION 3.6 RESTRICTIONS ON LATI PREFERRED STOCK. The shares of
LATI
Common Stock have not been, and will not
be, registered under the Securities
Act, in reliance on an exemption from the
registration provisions of the
Securities Act. The shares of LATI Common
Stock are "restricted securities"
under applicable U.S. federal and state
securities laws and, pursuant to these
laws, the World Explorer stockholder's must
hold the shares of LATI Common Stock
indefinitely unless they are registered
with the Securities and Merger
Commission and qualified by state
authorities, or an exemption from such
registration and qualification requirements
is available. LATI has no obligation
to register or qualify the shares of LATI
Common Stock for resale.
SECTION 3.7 LEGENDS. The shares of LATI Common Stock may bear one
or
all of the following legends:
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
OR APPLICABLE STATE
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SECURITIES LAWS. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH
A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN
A FORM SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF
1933 OR APPLICABLE STATE SECURITIES
LAWS."
(b) Any legend required by the Blue Sky laws of any state or
required
by the corporate laws of any state to the
extent such laws are applicable to the
shares of LATI Common Stock represented by
the certificate so legended.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF WORLD EXPLORER
World Explorer hereby represents and warrants to LATI and Sub
as
follows, which representations and
warranties shall survive the Closing in
accordance with Section 10.1 hereof.
SECTION 4.1 ORGANIZATION AND QUALIFICATION. World Explorer is a
corporation duly organized, validly
existing and in good standing under the laws
of the State of Georgia. World Explorer has
the requisite corporate power and
authority to carry on its business as it is
now being conducted and is duly
qualified or licensed to do business, and
is in good standing, in each
jurisdiction where the character of its
properties owned or held under lease or
the nature of its activities makes such
qualification necessary. Complete and
correct copies of the Articles of
Incorporation and Bylaws of World Explorer as
in effect on the date hereof have
previously been provided to LATI and Sub.
SECTION 4.2 AUTHORITY. World Explorer has the necessary corporate
power
and authority to execute and deliver this
Agreement and to consummate the
transactions contemplated hereby. The
execution and delivery hereof and the
consummation of the transactions
contemplated hereby by World Explorer have been
duly and validly authorized and approved by
World Explorer's Board of Directors
and all of its shareholders (or will have
been prior to the Closing), and no
other corporate or shareholder proceedings
on the part of World Explorer, its
Board of Directors or shareholders is
necessary to authorize or approve this
Agreement or to consummate the transactions
contemplated hereby. This Agreement
has been duly executed and delivered by
World Explorer, and assuming the due
authorization, execution and delivery by
LATI and Sub, constitutes the valid and
binding obligation of World Explorer,
enforceable against World Explorer in
accordance with its terms subject, in each
case, to bankruptcy, insolvency,
reorganization, moratorium and similar laws
of general application relating to
or affecting creditors' rights and to
general principles of equity, including
principles of commercial reasonableness,
good faith and fair dealing.
SECTION 4.3 CAPITALIZATION. The authorized capital stock of
World
Explorer consists of 50,000,000 shares of
common stock, par value $0.01, of
which 40,000,000 shares are validly issued
and outstanding, fully paid and
nonassessable, and 5,000,000 shares of
preferred stock, par value $0.01, of
which no shares are issued and outstanding.
All outstanding capital stock of
World Explorer was issued in accordance
with applicable federal and state
securities laws. There are no options,
warrants, calls, convertible notes,
agreements, commitments or other rights
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presently outstanding that would obligate
World Explorer to issue, deliver or
sell shares of its capital stock, or to
grant, extend or enter into any such
option, warrant, call, convertible note,
agreement, commitment or other right.
In addition to the foregoing, as of the
date hereof, World Explorer has no
bonds, debentures, notes or other
indebtedness issued or outstanding that have
voting rights in World Explorer. Schedule
4.3(a) sets forth a list of (i) all
holders of record of World Explorer Common
Stock; and (ii) the number of shares
held by each of World Explorer's
shareholders.
SECTION 4.4 SUBSIDIARIES. World Explorer has no subsidiaries and
does
not otherwise own or control, directly or
indirectly, any equity interest, or
any security convertible into an equity
interest, in any corporation,
partnership, limited liability company,
joint venture, association or other
business entity (any of the foregoing, an
"Entity").
SECTION 4.5 1)NO CONFLICTS, REQUIRED FILINGS AND CONSENTS. Except
as
set forth on Schedule 4.5 hereto, none of
i) the execution and delivery of this
Agreement by World Explorer, ii) the
consummation by World Explorer of the
transactions contemplated hereby, or iii)
compliance by World Explorer with any
of the provisions hereof will:
(a) conflict with or violate the Articles of Incorporation or
Bylaws of
World Explorer;
(b) result in a violation of any statute, ordinance, rule,
regulation,
order, judgment or decree applicable to
World Explorer, or by which World
Explorer or any of its properties or assets
may be bound or affected;
(c) result in a violation or breach of, or constitute a default (or
an
event that, with notice or lapse of time or
both, would become a default) under,
or give to any other any right of
termination, amendment, acceleration or
cancellation of, any note, bond, mortgage,
indenture, or any material contract,
agreement, arrangement, lease, license,
permit, judgment, decree, franchise or
other instrument or obligation, to which
World Explorer is a party or by which
World Explorer or any of its properties or
assets may be bound or affected;
(d) result in the creation of any lien on any of the property or
assets
of World Explorer; or
(e) require any consent, waiver, license, approval,
authorization,
order, permit, registration or filing with,
or notification to (any of the
foregoing being a "Consent"), (i) any
government or subdivision thereof, whether
domestic or foreign, or any administrative,
governmental, or regulatory
authority, agency, commission, court,
tribunal or body, whether domestic,
foreign or multinational (any of the
foregoing, a "Governmental Entity"), except
for the filing of the Certificate of Merger
pursuant to the GBCC; or (ii) any
other individual or Entity (collectively, a
"Person").
SECTION 4.6 2)UNDISCLOSED LIABILITIES. Except as set forth on
Schedule
4.6 hereto, World Explorer has no debt,
liability or obligation of any kind,
whether accrued, absolute or otherwise,
including any liability or obligation on
account of taxes or any governmental charge
or penalty, interest or fine, except
a) liabilities incurred in the ordinary
course of business since inception, that
would not, whether individually or in the
aggregate, have a material adverse
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impact on the business or financial
condition of World Explorer; and b)
liabilities incurred as a result of the
transactions contemplated hereby.
SECTION 4.7
DIRECTORS AND OFFICERS. Schedule 4.7 hereto sets forth a
list, as of the Closing Date, of the name
of each director and officer of World
Explorer and the position(s) held by
each.
SECTION 4.8 LITIGATION. There is no suit, action, claim,
investigation
or proceeding pending or, to the knowledge
of World Explorer, threatened against
or affecting World Explorer or its
business, nor is there any judgment, decree,
injunction or order of any applicable
Governmental Entity or arbitrator
outstanding against World Explorer.
SECTION 4.9 BROKERS. Except as set forth on Schedule 4.9 hereto,
no
broker or finder is entitled to any
broker's or finder's fee or other commission
in connection with the transactions
contemplated hereby as a result of
arrangements made by or on behalf of World
Explorer.
SECTION 4.10 BANKRUPTCY. World Explorer has not filed a petition
or
request for reorganization or protection or
relief under the bankruptcy laws of
the United States or any state or territory
thereof, made any general assignment
for the benefit of creditors, or consented
to the appointment of a receiver or
trustee, including a custodian under the
United States bankruptcy laws, whether
such receiver or trustee is appointed in a
voluntary or involuntary proceeding.
SECTION 4.11 DISCLOSURE. No statement of fact by World Explorer
contained herein and no written statement
of fact furnished by World Explorer to
LATI or Sub in connection herewith contains
any untrue statement of a material
fact or omits to state a material fact
necessary in order to make the statements
herein or therein contained not materially
misleading.
SECTION 4.12 AUDIT. Any audit work that will need to be completed
with
respect to World Explorer and its
subsidiaries in connection with the reports
that will need to be filed by LATI with the
Securities and Merger Commission as
a result of the Merger will be able to be
completed in a timely manner.
ARTICLE 5
REPRESENTATIONS AND
WARRANTIES OF LATI AND SUB
LATI and Sub represent and warrant, jointly and severally, to
World
Explorer, which representations and
warranties shall survive the Closing in
accordance with Section 10.1 hereof, as
follows:
SECTION
5.1 ORGANIZATION AND QUALIFICATION. Each of LATI and Sub is a
corporation duly organized, validly
existing and in good standing under the laws
of the state of its incorporation. Each of
LATI and Sub has the requisite
corporate power and authority to carry on
its business as it is now being
conducted and is duly qualified or licensed
to do business, and is in good
standing, in each jurisdiction where the
character of its properties owned or
held under lease or the nature of its
activities makes such qualification
necessary. Complete and correct copies of
the Certificates of Incorporation and
Bylaws of LATI and Sub as in effect on the
date hereof have previously been
delivered to World Explorer.
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SECTION 5.2 AUTHORITY. Each of LATI and Sub has the necessary
corporate
power and authority to execute and deliver
this Agreement and to consummate the
transactions contemplated hereby. The
execution and delivery hereof and the
consummation of the transactions
contemplated hereby by LATI and Sub have been
duly and validly authorized and approved by
their respective board of directors
and stockholders, if required, (or will
have been prior to the Closing), and no
other corporate or shareholder proceedings
on the part of LATI or Sub, or their
respective board of directors or
shareholders, are necessary to authorize or
approve this Agreement or to consummate the
transactions contemplated hereby.
This Agreement has been duly executed and
delivered by LATI and Sub, and
assuming the due authorization, execution
and delivery by World Explorer,
constitutes the valid and binding
obligation of LATI and Sub, enforceable
against LATI and Sub in accordance with its
terms, subject, in each case, to
bankruptcy, insolvency, reorganization,
moratorium and similar laws of general
application relating to or affecting
creditors' rights and to general principles
of equity, including principles of
commercial reasonableness, good faith and
fair dealing.
SECTION 5.3 NO CONFLICTS, REQUIRED FILINGS AND CONSENTS. Except as
set
forth on Schedule 5.3 hereto, none of the
execution and delivery of this
Agreement by LATI or Sub, the consummation
by LATI or Sub of the transactions
contemplated hereby, or compliance by LATI
or Sub with any of the provisions
hereof, will:
(a) conflict with or violate the Certificate of Incorporation or
Bylaws
of LATI or Sub;
(b) result in a violation of any statute, ordinance, rule,
regulation,
order, judgment or decree applicable to
LATI or Sub, or by which LATI, Sub, or
their respective properties or assets may
be bound or affected;
(c) result in a violation or breach of, or constitute a default (or
an
event that, with notice or lapse of time or
both, would become a default) under,
or give to others any rights of
termination, amendment, acceleration or
cancellation of, any note, bond, mortgage,
indenture, or any material contract,
agreement, arrangement, lease, license,
permit, judgment, decree, franchise or
other instrument or obligation to which
LATI or Sub is a party or by which LATI,
Sub or their respective properties may be
bound or affected;
(d) result in the creation of any lien on any of the property or
assets
of LATI or Sub; or
(e) require any Consent of (i) any Governmental Entity (except for
(x)
compliance with any applicable requirements
of any applicable securities laws,
and (y) the filing of the Certificate of
Merger pursuant to the GBCC); or (ii)
any other Person.
SECTION 5.4 LITIGATION. Except as set forth on Schedule 5.4 hereto
or
in the SEC Reports, there is no suit,
action, claim, investigation or proceeding
pending or, to the knowledge of LATI or
Sub, threatened against or affecting
LATI or Sub, nor is there any judgment,
decree, injunction or order of any
applicable Governmental Entity or
arbitrator outstanding against LATI or Sub
that, either individually or in the
aggregate, would have a material adverse
effect on the assets, business or financial
condition of LATI and Sub, taken as
a whole.
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SECTION 5.5 BROKERS. Except as disclosed on Schedule 5.5 hereto,
no
broker or finder is entitled to any
broker's or finder's fee in connection with
the transactions contemplated hereby based
upon arrangements made by or on
behalf of LATI or Sub.
SECTION 5.6 LATI AND SUB STOCK.
(a) As of the date hereof the authorized capital stock of LATI
consists
of 100,000,000 shares of Common Stock,
$.001 par value, of which 48,148,048
shares are validly issued and outstanding
(40,000,000 of which have been
contributed to Sub in connection with the
Merger), and 5,000,000 shares of
preferred stock, $.001 per share, of which
no shares are issued and outstanding.
As of the date hereof the authorized
capital stock of Sub consists of 1,000
shares of Common Stock, $.01 par value, of
which 1,000 shares are validly issued
and outstanding, and no shares of preferred
stock. Except as set forth on
Schedule 5.6 hereto, there are no options,
warrants, calls, agr
