Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
AMONG
CROWN FINANCIAL GROUP, INC.,
CROWN FINANCIAL HOLDINGS, INC.
AND
CFGI MERGER SUB, INC.
DATED AS OF JANUARY 11, 2005
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the
“Agreement”), entered into as of January 11, 2005, by
and among Crown Financial Group, Inc., a New Jersey corporation
(the “Company”), Crown Financial Holding, Inc., a New
Jersey corporation (“Holding”), a direct, wholly owned
subsidiary of the Company, and CFGI Merger Sub, Inc., a New Jersey
corporation (“Merger Sub”) and a direct, wholly owned
subsidiary of Holding.
PRELIMINARY STATEMENTS
1. The Company’s authorized
capital stock consists of (i) 25,000,000 shares of common stock,
par value one cent ($0.01) per share (the “Company Common
Stock”), of which, as of January 10, 2005, 18,463,902 shares
were issued and outstanding and 50,000 shares were held in the
Company’s treasury; and (ii) 200,000 shares of preferred
stock, par value one cent ($0.01) per share (the “Company
Preferred Stock”), of which, as of January 10, 2005, no
shares were issued and outstanding and no shares were held in the
Company’s treasury.
2. As of the date hereof,
Holding’s authorized capital stock consists of (i) 25,000,000
shares of common stock, par value one cent ($0.01) per share (the
“Holding Common Stock”), of which 1,000 shares are
issued and outstanding and owned by the Company and no shares are
held in treasury, and (ii) 200,000 shares of preferred stock, par
value one cent ($0.01) per share (the “Holding Preferred
Stock”), none of which are outstanding.
3. As of the date hereof, Merger Sub
has an authorized capital stock consisting of 1,000 shares of
common stock, par value one cent ($0.01) per share (the
“Merger Sub Common Stock”), of which 1,000 shares are
issued and outstanding on the date hereof and owned by
Holding.
4. The designations, preferences,
limitations and rights of the Holding Common Stock and the Holding
Preferred Stock are the same as those of the Company Common Stock
and Company Preferred Stock, respectively.
5. The Certificate of Incorporation
of Holding (the “Holding Charter”) and the Bylaws of
Holding (the “Holding Bylaws”) in effect immediately
after the Effective Date (as hereinafter defined) will contain
provisions identical to the Amended and Restated Certificate of
Incorporation of the Company, as further amended (the
“Company Charter”) and Bylaws of the Company, as
amended (the “Company Bylaws”) in effect immediately
before the Effective Date [other than as required or permitted by
Section 10-3(6) of the New Jersey Business Corporation Act (the
“NJBCA”)].
6. The directors of the Company
immediately prior to the Merger (as hereinafter defined) will be
the directors of Holding as of the Effective Date.
7. Holding has agreed to assume all
outstanding Company options and warrants, pursuant to the terms of
such securities.
8. Holding and Merger Sub are newly
formed corporations organized for the purpose of participating in
the transactions herein contemplated.
9. The Company desires to create a
new holding company structure by merging Merger Sub with and into
the Company, with (a) the Company continuing as the surviving
corporation of such merger and (b) each outstanding share (or any
fraction thereof) of Company Common Stock and Company Preferred
Stock being converted in such merger into a like number of shares
of Holding Common Stock and Holding Preferred Stock, all in
accordance with the terms of this Agreement (the
“Merger”).
10. The boards of directors of
Holding, Merger Sub and the Company, the Company, in its capacity
as the sole stockholder of Holding, and Holding, in its capacity as
the sole stockholder of Merger Sub, have approved this Agreement
and the Merger upon the terms and subject to the conditions set
forth in this Agreement.
11. 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.
NOW, THEREFORE, in consideration of
the premises and the covenants and agreements contained in this
Agreement, and intending to be legally bound hereby, the Company,
Holding and Merger Sub hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.1 THE MERGER. In
accordance with Section 10-3(6) of the NJBCA and subject to, and
upon the terms and conditions of, this Agreement, Merger Sub shall,
at the Effective Date, be merged with and into the Company, the
separate corporate existence of Merger Sub shall cease, and the
Company shall continue as the surviving corporation of the Merger
(the “Surviving Corporation”). At the Effective Date,
the effects of the Merger shall be as provided in Section 10-6 of
the NJBCA.
SECTION 1.2 EFFECTIVE DATE. As soon
as practicable on or after the date hereof, the parties shall file
all necessary documents, in accordance with the relevant provisions
of the NJBCA, with the Secretary of State of the State of New
Jersey and shall make all other filings or recordings required
under the NJBCA to effectuate the Merger. The Merger shall become
effective as of 4:01 p.m. Eastern Daylight Time on January 10, 2005
(such date and time being referred to herein as the
“Effective Date”).
SECTION 1.3 CERTIFICATE OF
INCORPORATION. From and after the Effective Date, the
Company’s Charter, as in effect immediately prior to the
Effective Date, shall be the certificate of incorporation of the
Surviving Corporation (the “Surviving Corporation’s
Charter”) until thereafter amended as provided therein or by
the NJBCA, except as follows:
A new Article Thirteen shall be
added thereto which shall be and read in its entirety as
follows:
“Any act or transaction by or
involving the Corporation that requires for its adoption under the
New Jersey Business Corporation Act (“NJBCA”) or this
Amended and Restated Certificate of Incorporation the approval of
the stockholders of the Corporation shall, pursuant to Section
10-3(6) of the NJBCA, require, in addition, the approval of the
stockholders of Crown Financial Holdings, Inc., a New Jersey
corporation, or any successor thereto by merger, by the same vote
that is required by the NJBCA or this Amended and Restated
Certificate of Incorporation, as the case may be.”
SECTION 1.4 BYLAWS. From and after
the Effective Date, the Company Bylaws, as in effect immediately
prior to the Effective Date, shall constitute the Bylaws of the
Surviving Corporation until thereafter amended as provided therein
or by applicable law.
SECTION 1.5 DIRECTORS. The directors
of the Company in office immediately prior to the Effective
Dat
