Monday, June 27, 2005 11:40:53 AM
Plan of Merger under which Fiber will be merged into IVFH. The Boards of Directors of the respective corporations
deem it advisable and in the best interests of the corporations and shareholders of the corporations that Fiber merge and
combinewith IVFH ...The Merger shall provide for the following issuance and exchange of
(a) ***The authorized shares*** of IVFH shall remain unchanged as a result of the Merger. Each
issued and outstanding two hundred (200) shares of Fiber as of the Effective Date shall be converted into one (1)
fully paid and nonassessable share of IVFH as of the Effective Date. Any fractional interest in the resulting IVFH
common stock that would otherwise result from the foregoing exchange ratio shall be rounded up to the next higher
whole share. .
(b) From and after the Effective Date, certificates representing shares of Fiber and shares
representing issued and outstanding stock of IVFH as of the effective date of the Merger (collectively, "Old Shares")
shall be deemed to represent only the right to shares of the new stock in IVFH to which the shareholder would be
entitled ("New Shares").
(c) After the Effective Date, the holders of the Old Sharesmay surrender certificatesevidencing
their Old Shares for cancellationto ComputershareTrust Company, Inc., which shall issue new stock certificates
evidencing ownership of the New Shares on the basis set forth above.
The above imo would suggest that this could possibly impact the OS, but not the AS. Why then a 1:200 Reverse?
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