EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of the 23rd day of
September, 2002, by and among The Havana Group Inc., a Delaware corporation
("Purchaser"), Bible Resources, Inc., a Nevada corporation (hereinafter referred
to as "Bible") and the persons referred to at the foot of this Agreement
(collectively referred to as the "Transferors").
W I T N E S S E T H:
WHEREAS, Transferors will, on the date of the Closing (as hereafter
defined) be the owners and holders 10,000,000 shares of Common Stock of Bible,
representing 100% of the then issued and outstanding of the capital stock of
Bible; and
WHEREAS, Purchaser is a publicly held corporation in the tobacco and
smoking accessories business that desires to diversify and acquire control of a
business which has growth potential; and
WHEREAS, Purchaser desires to acquire 100% of the issued and
outstanding shares of Common Stock of Bible (the "Bible Common Stock") in
exchange for 10,900,000 shares of the outstanding Common Stock of Purchaser (the
"Havana Common Stock);
NOW, THEREFORE, for and in consideration of the mutual representations,
warranties, covenants and undertakings herein contained, and on the terms and
subject to the conditions set forth herein, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
1.01 Sale and Purchase of Stock. Subject to and upon the terms and
conditions contained herein, at the Closing (as hereinafter defined), the
Transferors shall sell, assign, transfer, convey and deliver to Purchaser, free
and clear of any liens, claims, encumbrances and charges whatsoever, and
Purchaser shall purchase, accept and acquire from the Transferors 10,000,000
shares (100%) of the Bible Common Stock owned by them.
1.02 Closing. The closing of the transaction contemplated hereby (the
"Closing") shall occur on or before September 30, 2002 or such later date to
which Purchaser and Bible shall agree from time to time to adjourn same. The
Closing shall occur at 10:00 A.M. in the offices of The Havana Group, Inc., 0000
Xxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxx 00000 at such other time and place as shall be
mutually agreed to in writing by Purchaser and Bible.
1.03 Purchase Price. In consideration of the 10,000,000 shares of Bible
Common Stock to be purchased from the Transferors, Purchaser at the Closing
shall deliver to each of Xxxxxxxxx X. Xxxxxx and Xxxxxx Xxxxx certificates
representing an aggregate of 5,450,000 shares of Havana Common Stock, or a total
of 10,900,000 shares, free and clear of any liens, claims, encumbrances or
charges whatsoever.
1.04 Instruments of Transfer; Further Assurances. In order to
consummate the transaction contemplated hereby, the following documents and
instruments shall be delivered:
(a) DOCUMENTS FROM TRANSFERORS. Transferors shall deliver to Purchaser
at the Closing stock certificates representing in the aggregate
10,000,000 shares of Bible Common Stock owned by them plus a duly
executed stock power or other instrument of transfer for each such
stock certificate with appropriate signature guarantees and a
representation letter in the form referred to in Section 4.03 from each
Transferor.
(b) DOCUMENTS FROM PURCHASER. Purchaser shall deliver to the
Transferors, at the Closing stock certificates representing in the
aggregate 10,900,000 shares of Havana Common Stock to which such
Transferors are entitled, in accordance with Exhibit 1.03, to be in
such denominations as shall be requested by Bible not less than three
(3) business days prior to the date of the Closing.
(c) FURTHER DOCUMENTS. At the Closing, and at all times thereafter as
may be necessary (i) Transferors shall execute and deliver to Purchaser
other instruments of transfer as shall be reasonably necessary or
appropriate to vest in Purchaser good and indefeasible title to the
shares of Bible Common Stock owned by them and to comply with the
purposes and intent of this Agreement, and (ii) Purchaser shall execute
and deliver to other instruments, certificates and documents as shall
be reasonably necessary or appropriate to convey to Transferors the
Purchase Price and to comply with the purposes and intent of this
Agreement.
ARTICLE II
PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser represents, warrants and covenants that, except as otherwise
stated, the following are true and correct as of this date and will be true and
correct through the date of the Closing as if made anew on and as of that date:
2.01 Organization and Good Standing. Purchaser is a corporation duly
organized, validly existing and subject to the filing of its 2001 Delaware
franchise tax return, will be in good standing under the laws of the state of
Delaware, with all requisite power and authority to carry on the business in
which it is and/or has been engaged, to own the properties it owns, to execute
and deliver this Agreement, to consummate the transactions contemplated hereby
and to take all of the other actions provided for in or contemplated hereby.
Purchaser is and has been qualified to transact business and is in good standing
in Ohio, which is the only jurisdiction where the nature or conduct of its
business so requires.
2.02 Authorization and Validity. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been or will be prior to Closing duly authorized by the
Board of Directors of the Purchaser. This Agreement constitutes (or will not
later than the Closing constitute) the legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms with the
exception of applicable bankruptcy and insolvency laws.
2.03 No Violation. Neither the execution, delivery or performance of
this Agreement nor the consummation of any of the transactions contemplated
hereby now or at any time in the future (whether with the giving of notice or
passage of time or both) will (a) conflict with, or result in a violation or
breach of the terms, conditions and provisions of, or constitute a default
under, the Articles of Incorporation or By-Laws of Purchaser or any agreement,
indenture or other instrument or undertaking of any kind or nature under which
Purchaser is bound or to which the assets of Purchaser are subject, or result in
the creation or imposition of any lien, claim, charge or encumbrance upon any of
such assets or upon any of the stock of Purchaser, or (b) violate or conflict
with any judgment, decree, order, statute, rule or regulation of any court or
any public, governmental or regulatory agency or body having jurisdiction over
Purchaser or the properties or assets of Purchaser. To be best of Purchaser's
knowledge, Purchaser has complied (and will through the Closing comply) in all
material respects with all applicable laws, regulations and licensing
requirements, and has filed (and will through the date of the Closing file) with
the proper authorities all necessary statements and reports, tax returns and all
other filings of any kind or nature due at any time up through the date of the
Closing. Purchaser possesses all necessary licenses, franchises, permits and
governmental authorizations to conduct its business as now or heretofore
conducted and as this Agreement contemplates it will be conducted after the
Closing.
2.04 Capitalization. The authorized capital stock of the Purchaser as
of the date hereof and as of the Closing consists and will consist of 25,000,000
shares of Common Stock, $.001 par value per share, of which amount 5,915,000
shares are (and immediately prior to the Closing will be) issued and outstanding
and 10,000,000 shares of Preferred stock, including 5,000,000 shares of Series A
preferred stock and 1,100,000 shares of Series B preferred Stock, all of which
are owned by Xxxxxx Xxxx, Inc. All of such issued and outstanding shares have
been validly issued and are fully paid and non-assessable. There are and as of
the date of the Closing will be, no outstanding warrants, options, subscriptions
or other rights of any kind or nature by which any person or entity can acquire
any additional shares of capital stock or other securities of any kind or nature
of the Purchaser except as indicated in exhibit 2.04; no shareholder of
Purchaser or other person or entity is entitled to any preemptive rights, rights
of first refusal or other rights of any kind or nature arising out of or
relating to the issuance of the up to 10,900,000 shares of Havana Common Stock
to the Transferors under this Agreement; and there are (and as of the Closing
will be) no other commitments requiring the issuance of any additional shares of
the capital stock of the Purchaser except as set forth in Exhibit 2.04. The
10,900,000 shares of Common Stock to be issued to the Transferors at the Closing
will be duly authorized, fully paid and non-assessable shares; subject to no
lien, claim, charge or encumbrance of any kind or nature; will not be subject to
any shareholders agreement (except such as may exist among the Transferors),
right of first refusal or preemptive rights.
2.05 Corporate Records. The copies of the Articles of Incorporation and
all amendments thereto and the By-Laws of Purchaser that will be made available
to Bible at or prior to the Closing will be true, correct and complete. The
minute book of Purchaser, copies of which will be made available to Bible at or
prior to the Closing upon request will contain minutes of all meetings of and
consents to all actions taken without meetings by the Board of Directors and the
shareholders of Purchaser since the formation of Purchaser, all of which will be
accurate in all material respects. The books and records, financial and others
of Purchaser are in all material respects complete and correct and have been
maintained in accordance with good business and accounting principles.
2.06 Financial Statements/SEC Filings. Purchaser has furnished Bible
and the Transferors a copy of Purchaser's audited financial statements for the
fiscal year ended December 31,2001 on Form 10-KSB for that fiscal year; and Form
10-QSB for the quarters ended March 31, 2002 and June 30, 2002 and a copy of the
March 12, 2002 Form 8-K. The information set forth in these filing are true,
correct and complete in all material respects, and the financial statements
contained therein fairly presents financial condition of the Purchaser as of
those dates, and the results of its operations for those periods, in accordance
with generally accepted accounting principles consistently applied. Purchaser
did not have, as of the date of each such balance sheet, except as to the extent
reflected or reserved against therein, any liabilities or obligations (absolute
or contingent) which should be reflected in the balance sheet or the notes
thereto prepared in accordance with generally accepted accounting principles.
Purchaser is, or will be as of the Closing, current in all SEC, tax and other
reporting and filing obligations consistent with law and its contractual
undertakings (if any), except as set forth in Exhibit 2.06
2.07 Absence of Certain Changes. Except as set forth in Exhibit 2.07 or
in the Purchaser's Form 10Q-SB for its quarter ended June 30,2002, since June
30,2002, Purchaser has not:(a) suffered any material adverse change in its
financial condition, assets, liabilities or business; (b) contracted for or paid
any capital expenditures; (c) issued or sold any debt or equity securities or
incurred any liabilities or obligations except in the ordinary course of
business; (d) mortgaged, pledged or subjected to any lien, lease, security
interest or other charge or encumbrance any of its properties or assets; (e)
paid any material amount on any indebtedness prior to the due date, forgiven or
cancelled any material debts or claims or released or waived any material rights
or claims; (f) suffered any damage or destruction to or loss of any assets
(whether or not covered by insurance); (g) acquired or disposed of any assets;
(h) made any payments to its affiliates or associates or loaned any money to any
person or entity; (i) entered into any employment, compensation, consulting or
collective bargaining agreement or any other agreement of any kind or nature
with any person or group, or modified or amended in any respect the terms of any
such existing agreement; (j) entered into any other commitment or transaction or
experienced any other event that relates to or affects in any way this Agreement
or to the transactions contemplated hereby, or that has affected, or may
adversely affect Purchaser's business, operations, assets, liabilities or
financial condition; or (k) amended its Certificate of Incorporation or By-Laws.
2.08 Disclosure. No representation or warranty by Purchaser in this
Agreement nor any statement or certificate furnished or to be furnished by it
pursuant hereto or in connection with the transactions contemplated hereby
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements contained
therein not misleading or necessary in order to provide Bible and the
Transferors with complete and accurate information.
2.09 Consents. No authorization, consent, approval, permit or license
of, or filing with, any governmental or public body or authority, any lender or
lessor or any other person or entity is required to authorize, or is required in
connection with the execution, delivery and performance of this Agreement, the
agreements contemplated hereby, or the consummation of the transactions
contemplated hereby or thereby, on the part of Purchaser.
2.10 Compliance with Laws. There are no existing violations of any
applicable federal, state or local law or regulation involving the property or
business of Purchaser; there are no known, noticed or threatened violations or
any state of facts involving Purchaser which would constitute such a violation;
and this Agreement and the consummation of the transactions contemplated hereby
will not give rise to any such violation.
2.11 Litigation. Except as disclosed in Exhibit 2.11, Purchaser has not
had any legal action or administrative proceeding or investigation instituted
or, to the best of Purchaser's knowledge, threatened against it. Except as
disclosed in Exhibit 2.11, Purchaser is not (a) subject to any continuing court
or administrative order, writ, injunction or decree applicable specifically to
Purchaser or to its business, assets, operations or employees, or (b) in default
with respect to any such order, writ, injunction or decree.
2.12 Tax and Franchise Returns. Except as disclosed in Exhibit
2.12,Purchaser has prepared and filed, or has caused to be prepared and filed,
with the appropriate United States, state and local government agencies, and all
political subdivisions thereof, all tax and franchise returns required to be
filed by, on behalf of or on account of the operations of Purchaser; all such
returns required to be filed prior to the Closing will be so filed; and all
taxes, assessments, interest and penalties required to be paid in respect of all
periods covered thereby have and will be paid. The federal income tax returns of
Purchaser have not been examined by the Internal Revenue Service and the state
income tax returns have not been examined by any state agency. The federal and
state income tax and franchise returns of Purchaser which have been made
available to Bible are true and correct copies of all federal and state income
tax and franchise returns of Purchaser filed for all fiscal periods previously
ended. Such returns accurately reflect the taxes due for the periods covered
thereby, except for amounts which, in the aggregate, are immaterial.
2.13 Purchaser Schedules. Purchaser has delivered (or will deliver upon
request prior to closing) to Bible the following separate schedules, which are
collectively referred to as the "Havana Schedules," certified by an officer of
Purchaser to be complete and accurate:
(a) Schedule "A": a copy of Purchaser's annual report on Form
10-KSB for the fiscal year ended December 31, 2001, including exhibits and Form
10-QSB for the quarters ended June 30, 2002 and March 31,2002 and Form 8-K dated
March 12,2002;
(b) Schedule "B": a copy of Purchaser's Prospectus dated May
14,1998
(c) Schedule "D": Copies of Certificate of Incorporation and
all amendments thereto and By-Laws;
Purchaser will cause the schedules, instruments, and data delivered to
Bible hereunder to be updated after the date hereof to the Closing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BIBLE AND THE TRANSFERORS
Bible represents, warrants and covenants that the following are true
and correct as of this date and will be true and correct through the date of the
Closing as if made anew on and as of that date and that parties will comply with
the provisions of 3.17 and 3.18 after Closing:
3.01 Organization and Good Standing. Bible and each corporate
Transferor, if any, is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation, with all requisite
power and authority to carry on the business in which it is and/or has been
engaged, to own the properties it owns, to execute and deliver this Agreement,
to consummate the transactions contemplated hereby and to take all of the other
actions provided for in or contemplated hereby. Bible is and has been qualified
to transact business and is in good standing in all jurisdictions where the
nature or conduct of its business so requires. Bible has no subsidiaries.
3.02 Authorization and Validity. The execution, delivery and
performance of this Agreement by Bible and the consummation of the transactions
contemplated hereby have been or will be prior to Closing duly authorized by
Bible. This Agreement constitutes or will constitute legal, valid and binding
obligations of Bible, enforceable against Bible in accordance with its terms.
This Agreement will, at the time of the Closing, be authorized by the respective
Board of Directors of Bible and each corporate Transferor, if any, and will
constitute the valid and binding agreement of the Transferors, enforceable in
accordance with its terms, and neither the execution or delivery of this
Agreement nor the consummation by the Transferors of the transactions
contemplated hereby (i) violates any statute or law or any rule, regulation or
order of any court or any governmental authority, or (ii) violates or conflicts
with, or constitutes a default under or will constitute a default under, any
contract, commitment, agreement, understanding, arrangement, or restriction of
any kind to which the Transferors are a party or by which the Transferors are
bound.
3.03 No Violation. Neither the execution, delivery or performance of
this Agreement nor the consummation of any of the transactions contemplated
hereby now or at any time in the future (whether with the giving of notice or
passage of time or both) will (a) conflict with, or result in a violation or
breach of the terms, conditions and provisions of, or constitute a default
under, the Articles of Incorporation or By-Laws of Bible or any agreement,
indenture or other instrument or undertaking of any kind or nature under which
Bible is bound or to which the assets of Bible are subject, or result in the
creation or imposition of any lien, claim, charge or encumbrance upon any of
such assets or upon any of the stock of Bible, or (b) violate or conflict with
any judgment, decree, order, statute, rule or regulation of any court or any
public, governmental or regulatory agency or body having jurisdiction over Bible
or the properties or assets of Bible. Bible has complied (and will through the
Closing comply) in all material respects with all applicable laws, regulations
and licensing requirements, and has filed (and will through the date of the
Closing file) with the proper authorities all necessary statements and reports,
tax returns and all other filings of any kind or nature due at any time up
through the date of the Closing. Bible possesses all necessary licenses,
franchises, permits and governmental authorizations to conduct its business as
now or heretofore conducted and as this Agreement contemplates it will be
conducted after the Closing.
3.04 Capitalization. As of the date hereof, Bible had an authorized
capitalization of 25,000,000 shares of Common Stock, $0.001 par value, of which
10,000,000 shares will be issued and outstanding as of the Closing. The record
and beneficial shareholders of 10,000,000 shares of Bible Common Stock at the
time of the Closing will be the Transferors, which capital stock will be owned
free and clear by the Transferors of all liens, claims, encumbrances, equities
and proxies. Each outstanding share of capital stock at the time of Closing will
be legally and validly issued and fully paid and non-assessable. There will be,
at the time of the Closing, no other outstanding securities, obligations,
rights, subscriptions, warrants, options or other rights to purchase shares of
Common Stock of Bible.
3.05 Corporate Records. The copies of the Articles of Incorporation and
all amendments thereto and the By-Laws of Bible that will be delivered to
Purchaser at or prior to the Closing will be true, correct and complete. The
minute book of Bible, copies of which will be delivered to Purchaser at or prior
to the Closing will contain minutes of all meetings of and consents to all
actions taken without meetings by the Board of Directors and the shareholders of
Bible since the formation of Bible, all of which will be accurate in all
material respects. The books and records, financial and others of Bible are in
all material respects complete and correct and have been maintained in
accordance with good business and accounting principles.
3.06 Financial Statements. There are no financial statements of Bible,
which was recently formed and Bible has not conducted any operations other than
securing the right to the Santa Xxxx properties and a 50% interest therein in
exchange for $1,400,000 which must be paid by Bible in accordance with Bible's
agreement with Xxxxxxx Holdings, Ltd. (See Exhibit 3.14)
3.07 Absence of Liabilities. At closing, Bible will have no material
assets and will have no liabilities, whether fixed or contingent, due or not yet
done, asserted or not yet asserted, including, without limitation, all amounts
which may be due under any contracts, agreements or undertakings entered into by
or on behalf of Bible except for the right to purchase a 50% interest in the
Santa Xxxx properties for $1,400,000 in accordance with the Bible Xxxxxxx
Agreement. A copy of this agreement is appended hereto as Exhibit 3.14. In
addition, Bible has not guaranteed, become liable for or agreed to stand behind
or assume the obligations of any person or entity, and is not contingently
liable for any debt, obligation, expense or liability.
3.08 Absence of Certain Changes. Bible has not (except as described in
Exhibit 3.08): (a) suffered any material adverse change in its financial
condition, assets, liabilities or business; (b) contracted for or paid any
capital expenditures; (c) acquired or disposed of any assets or incurred any
liabilities or obligations or borrowed money, issued or sold any debt or equity
securities or discharged or incurred any liabilities or obligations except in
the ordinary course of business as heretofore conducted; (d) mortgaged, pledged
or subjected to any lien, lease, security interest or other charge or
encumbrance any of their properties or assets; (e) paid any material amount on
any indebtedness prior to the due date, forgiven or cancelled any material debts
or claims or released or waived any material rights or claims; (f) suffered any
damage or destruction to or loss of any assets (whether or not covered by
insurance); (g) made any payments to its affiliates or associates or loaned any
money to any person or entity; (h) formed or acquired or disposed of any
interest in any corporation, partnership, joint venture or other entity; (i)
entered into any employment, compensation, consulting or collective bargaining
agreement or any other agreement of any kind or nature with any person or group,
or modified or amended in any respect the terms of any such existing agreement;
(j) entered into any other commitment or transaction or experienced any other
event that relates to or affects in any way this Agreement or to the
transactions contemplated hereby, or that has affected, or may adversely affect
Bible's business, operations, assets, liabilities or financial condition; or (k)
amended its Certificate of Incorporation or By-Laws.
3.09 Disclosure. No representation or warranty by Bible or any
Transferor in this Agreement nor any statement or certificate furnished or to be
furnished by it pursuant hereto or in connection with the transactions
contemplated hereby contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make the
statements contained therein not misleading or necessary in order to provide
Purchaser with complete and accurate information.
3.10 Consents. No authorization, consent, approval, permit or license
of, or filing with, any governmental or public body or authority, any lender or
lessor or any other person or entity is required to authorize, or is required in
connection with the execution, delivery and performance of this Agreement, the
agreements contemplated hereby, or the consummation of the transactions
contemplated hereby or thereby, on the part of Bible.
3.11 Compliance with Laws. There are no existing violations of any
applicable federal, state or local law or regulation involving the property or
business of Bible; there are no known, noticed or threatened violations or any
state of facts involving Bible which would constitute such a violation; and this
Agreement and the consummation of the transactions contemplated hereby will not
give rise to any such violation.
3.12 Litigation. Bible and the Transferors have not had any legal
action or administrative proceeding or investigation instituted or threatened
against them. Bible and the Transferors are not (a) subject to any continuing
court or administrative order, writ, injunction or decree applicable
specifically to Bible, the Transferors or to their business, assets, operations
or employees, or (b) in default with respect to any such order, writ, injunction
or decree. Such persons know of no basis for any such action, proceeding or
investigation.
3.13 Tax and Franchise Returns. Bible has prepared and filed, or has
caused to be prepared and filed, with the appropriate United States, state and
local government agencies, and all political subdivisions thereof, all tax and
franchise returns required to be filed by, on behalf of or on account of the
operations of Bible; all such returns required to be filed prior to the Closing
will be so filed; and all taxes, assessments, interest and penalties required to
be paid in respect of all periods covered thereby have and will be paid. The
federal income tax returns of Bible have not been examined by the Internal
Revenue Service and the state income tax returns have not been examined by the
applicable State Department which audits such returns. The federal and state
income tax and franchise returns of Bible included in the Bible Schedules are
true and correct copies of all federal and state income tax and franchise
returns of Bible filed for all fiscal periods previously ended. Such returns
accurately reflect the taxes due for the periods covered thereby, except for
amounts which, in the aggregate, are immaterial.
3.14 Contracts. There are no material contracts, employee fringe
benefits, leases or other commitments to which Bible is a party or by which it
is bound except for its agreement to acquire a 50% interest in the Santa Xxxx
properties or as set forth in Exhibit 3.14.
3.15 Outstanding Indebtedness; Contracts. Other than disclosed in
Exhibit 3.15, Bible has no indebtedness for borrowed money, which Bible has
directly or indirectly created, incurred, assumed or guaranteed, or with respect
to which Bible has otherwise become directly or indirectly liable. With the
exception of this Agreement and the Santa Xxxx properties, the Seller is not a
party to any contracts, agreements or instruments.
3.16 Bible Schedules. Bible has delivered (or will deliver prior to
closing) to Purchaser the following separate schedules, which are collectively
referred to as the "Bible Schedules," certified by an officer of Bible to be
complete and accurate.
(a) Schedule "A": copies of the Certificate of Incorporation
and By-Laws of Bible, including all amendments thereto, now in effect or to be
in effect;
(b) Schedule "B": copies of all material contracts , leases,
and other instruments to which Bible is a party or is bound (other than
insurance policies).
Bible shall cause the schedules, instruments, and data delivered to
Purchaser hereunder to be updated after the date hereof to the Closing.
3.17 Transferor Representations. Each of the Transferors will cause a
counterpart copy of this Agreement to be signed for purposes of representing and
warranting that the shares of Bible Common Stock being sold by him, her or it
are owned of record and beneficially by that Transferor, and are being sold free
and clear of any lien, claim, charge, encumbrance, equity, or proxy of any kind.
3.18 Information for Purchaser's Report on Form 8-K. Bible and
Transferors will furnish Purchaser with all information concerning Bible and its
affiliates required for inclusion in the current report on Form 8-K to be filed
by Purchaser pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to report the consummation of this Agreement. Bible represents
and warrants to Purchaser that all information so furnished for such report or
other public release by Purchaser shall be true and correct in all material
respects without omission of any material fact required to make the information
stated not misleading.
3.19 Financial Statements. Within 30 days after the date of this
Agreement, Bible shall deliver to Purchaser the audited financial or unaudited
statements as required under Form 8-K pursuant to the Exchange Act. All such
financial statements shall be prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved and
applicable provisions of Regulation S-X promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended. The
balance sheets shall present fairly the financial condition of Bible as of the
dates required and shall contain all liabilities or obligations (absolute or
contingent) which should be reflected on a balance sheet or the notes thereto
prepared in accordance with generally accepted accounting principles. Such
statement of operations shall present fairly the results of operations for the
period(s) indicated. The statements of cash flow and stockholders' equity shall
present fairly the information which should be presented therein in accordance
with generally accepted accounting principles.
3.20 Approval of Third Parties. To the extent any consent and approvals
of third parties are necessary to effect the transactions contemplated in this
agreement, Bible will obtain the same.
ARTICLE IV
BIBLE'S ADDITIONAL UNDERTAKINGS
Except as may be waived in writing by Purchaser, the obligations of
Purchaser hereunder are subject to the fulfillment at or prior to the Closing of
each of the following conditions:
4.01 Delivery of Corporate Records. At or prior to the Closing, Bible
shall deliver to Xxxxxxx Xxxxxx, copies of the corporate and business records
Bible.
4.02 Consents and Approvals. Bible shall have obtained, and delivered
to Purchaser evidence thereof, all consents and approvals (if any) required to
be obtained by it in connection with the consummation of the transactions
contemplated hereby.
4.03 Representation Letters. On or before the date of the Closing,
Purchaser shall have received a representation of investment intent letter from
each of the Transferors confirming their understanding that the Havana Common
Stock to be received is restricted and may not be freely resold unless the
shares are registered or an exemption from registration is available, as well as
such other customary representations as are reasonably required by Purchaser.
ARTICLE V
ADDITIONAL UNDERTAKINGS OF PURCHASER
Except as may be waived in writing by the Transferor or Bible, the
obligations of the Transferors hereunder are subject to fulfillment at or prior
to the Closing of each of the following conditions:
5.01 Consents and Approvals. Purchaser shall have obtained, and
delivered to Bible and the Transferors evidence thereof, all consents and
approvals (if any) required to be obtained by it in connection with the
consummation of the transactions contemplated hereby.
5.02 Filing of SEC Forms. In addition to the previously referenced
filings, a Form 8-K shall be filed by Purchaser promptly upon the Closing to
reflect these transactions.
ARTICLE VI
MISCELLANEOUS
6.01 Amendment. This Agreement may be amended, modified or supplemented
only by an instrument in writing executed by the party against which enforcement
of the amendment, modification or supplement is sought.
6.02 Parties in Interest. This Agreement shall be binding on and inure
to the benefit of and be enforceable by Transferors, Bible, and the Purchaser,
their respective heirs, executors, administrators, legal representatives,
successors and assigns. The representations, warranties and other provisions
hereof shall survive the Closing.
6.03 Assignment. Neither this Agreement nor any right created hereby
shall be assignable by any party hereto.
6.04 Notice. Any notice or other communication hereunder must be in
writing and given by depositing the same in the United States mail, addressed to
the party to be notified, postage prepaid and registered or certified with
return receipt requested or by delivering the same in person against receipt.
Notice shall be deemed received on the date on which it is hand-delivered or on
the third business day following the date on which it is so mailed.
For purposes of notice, the addresses of the parties shall be:
If to Purchaser:
The Havana Group, Inc.
0000 Xxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxx 00000
If to Bible:
Xxxxxxxxx X. Xxxxxx, President
Bible Resources, Inc.
00000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxx 00000
With a copy to:
Xxxxxx Xxxxx
0000 Xxxx Xxx Xxxxx
Xxxxx 000-000
Xxxxx, Xxxxxxx 00000
Any party may change its address or addresses for notice by written notice given
to the other parties.
6.05 Entire Agreement. This Agreement and the exhibits hereto supersede
all prior agreements and understandings between the parties relating to the
subject matter hereof, except that the obligations of any party under any
agreement executed pursuant to this Agreement shall not be affected by this
Section.
6.06 Costs, Expenses and Legal Fees. Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own costs
and expenses (including attorneys' fees) except that each party hereto agrees to
pay the costs and expenses, including reasonable attorneys' fees, incurred by
the other parties in successfully (i) enforcing any of the terms of this
Agreement against a party alleged to be in breach, or (ii) proving that the
other parties breached any of the terms of this Agreement in any material
respect.
6.07 Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement, a provision as similar in its terms to
such illegal, invalid or unenforceable provision as may be possible and still be
legal, valid and enforceable.
6.08 Governing Law. This Agreement and the rights and obligations of
the parties hereto shall be governed, construed and enforced in accordance with
the laws of the State of Ohio. The parties agree that any litigation relating
directly or indirectly to this Agreement must be brought before and determined
by a court of competent jurisdiction sitting in the State of Ohio.
6.09 Captions. The captions in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
6.10 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
6.11 Waiver. No waiver of any term or provision hereof shall be
effective unless in writing, signed by the party to be charged.
6.12 Brokerage and Finder's Fees. Each of the parties hereto represents
and warrants to the others that neither such party nor its officers or directors
have employed any broker or finder or have made arrangements for the payment of
any brokerage commissions or finder's fees in connection with the transactions
contemplated by this Agreement and are not otherwise obligated to pay any such
fee or commission, except as provided herein. In the event that any claim is
asserted by any person claiming a commission or finder's fee with respect to
this Agreement or the transactions contemplated hereby arising from any act,
representation, or promise of such person or its representatives, such party
will indemnify the other parties against and hold them harmless from any cost or
expense with respect thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
PURCHASER:
THE HAVANA GROUP, INC.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Xxxxxxx Xxxxxx
Chief Executive officer
BIBLE RESOURCES, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxxxx X. Xxxxxx
President
EXHIBITS
EXHIBIT 1.03
TRANSFERORS
-------------------------- ------------------- ------------------ --------------
Number of
Shares of
Number of The Havana
Shares of Group,Inc.
Name of Common Stock of to be issued
Transferor Bible, Inc. to Transferors Signature
-------------------------- ------------------- ------------------ --------------
Xxxxxxxxx X. Xxxxxx 5,450,000
-------------------------- ------------------- ------------------ --------------
Xxxxxx Xxxxx 5,450.000
-------------------------- ------------------- ------------------ --------------
EXHIBIT 2.04
CAPITALIZATION OF PURCHASER
The following options, warrants and convertible securities Are issued
and outstanding as Of July 28, 2002:
Class A Warrants
----------------
Warrants Outstanding Warrants Exercisable
-------------------- --------------------
Weighted
Average
Contractual
Number Life Number Weighted Average
Exercise prices: Outstanding (Years) Exercisable Exercise Price
---------------- ----------- ------- ----------- --------------
$6.00 200,000 10.0 200,000 $ 6.00
$5.25 2,658,000 5.0 2,658,000 $ 5.25
$0.10 500,000 5.0 500,000 $ 0.10
------- --- ------- ------
3,358,000 5.3 3,358,000 $ 4.53
========= === ========= ======
Transactions involving the Company's warrant issuance are summarized as follows:
Number Weighted Average
of shares Exercise Price
--------- --------------
Outstanding at December 31, 1999 2,858,000 $ 5.30
========== =========
Granted -- --
Exercised -- --
Cancelled -- --
---------- ---------
Outstanding at December 31, 2000 2,858,000 $ 5.30
========== =========
Granted 500,000 0.10
Exercised -- --
Cancelled -- --
---------- ---------
Outstanding at December 31, 2001 3,358,000 $ 4.53
========== =========
The weighted-average fair value of warrants granted to shareholders during the
years ended December 31, 2001 and 2000 and the weighted-average significant
assumptions used to determine those fair values, using a Black-Scholes option
pricing model are as follows:
2001 2000
---- ----
Weighted average grant date fair value per share: $0.15 $0.36
Significant assumptions (weighted-average):
Risk-free interest rate at grant date 3.89% 6.40%
Expected stock price volatility 21% 57%
Expected dividend payout - -
Expected option life-years (a) 5.0 5.0
(a) The expected option life is based on contractual expiration dates.
EXHIBIT 2.04, CONTINUED
Stock Options
-------------
The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to
shareholders at December 31, 2001.
Options Outstanding Options Exercisable
------------------- -------------------
Weighted
Average
Contractual
Number Life Number Weighted Average
Exercise prices: Outstanding (Years) Exercisable Exercise Price
---------------- ----------- ------- ----------- --------------
$3.50 80,000 10.0 80,000 $ 3.50
$0.4044 60,000 5.0 60,000 $ 0.4044
$0.4044 200,000 10.0 200,000 $ 0.4044
------- ---- ------- --------
340,000 9.12 340,000 $ 1.13
======= ==== ======= ======
Transactions involving the Company's options issuance are summarized as follows:
Number Weighted Average
of shares Exercise Price
--------- --------------
Outstanding at December 31, 1999 340,000 $ 5.40
========= ===========
Granted 260,000 0.4044
Exercised -- --
Cancelled (260,000) 5.40
--------- -----------
Outstanding at December 31, 2000 340,000 $ 1.13
========= ===========
Granted -- --
Exercised -- --
Cancelled -- --
--------- -----------
Outstanding at December 31, 2001 340,000 $ 1.13
========= ===========
The weighted-average fair value of stock options granted to shareholders during
the years ended December 31, 2001 and 2000 and the weighted-average significant
assumptions used to determine those fair values, using a Black-Scholes option
pricing model are as follows:
2001 2000
---- ----
Weighted average grant date fair value per share: $0.15 $ 0.36
Significant assumptions (weighted-average):
Risk-free interest rate at grant date 3.89% 6.40%
Expected stock price volatility 21% 57%
Expected dividend payout - -
Expected option life-years (a) 9.12 9.12
(a)The expected option life is based on contractual expiration dates.
If the Company recognized compensation cost for the warrants and non-qualified
employee stock option plan in accordance with SFAS No. 123, the Company's pro
forma net loss and net loss per share would have been $2,240,766 and $(0.81) in
2001 and $1,256,013 and $(0.55) in 2000, respectively.
EXHIBIT 2.07
CHANGES IN FINANCIAL CONDITION
On August 14, 2002 The Havana Group, inc. borrowed $100,000 from Mr. Xxxx
Idziszek and Xx. Xxxxxxx X. Xxxxxx. Mr. Idziszek is a Director of the Purchaser
and Xx. Xxxxxx is the CEO. Each received a $50,000, 60 day promissory note
bearing interest at 6% per annum, plus 200,000 shares of the Purchaser's
unregistered common stock. The funds were used for working capital purposes.
EXHIBIT 2.11
PURCHASER LEGAL ACTIONS
The Purchaser has been sued by Xxxxxx Press, Inc. for non-payment of certain
printing invoices totaling $118,000. Xxxxxx Press has obtained a judgment for
this amount.
EXHIBIT 2.12
TAX FILINGS OF PURCHASER
The Purchaser does not have any unpaid Tax and Franchise liabilities.
SCHEDULE 2.13 SCHEDULE A
PURCHASER'S ANNUAL REPORT ON FORM 10-KSB DATED DECEMBER 31, 2001.
PURCHASER'S QUARTERLY REPORT DATED MARCH 31, 2002.
PURCHASER'S QUARTERLY REPORT DATED JUNE 30, 2002.
PURCHASER'S REPORT ON FORM 8-K DATED MARCH 12, 2002.
The Purchaser's reports on Form 10-KSB dated December 31, 2002, the report on
Form 10-QSB dated March 31, 2002, the report on Form 10-QSB dated June 30, 2002,
and the report on Form 8-K dated March 12, 2002 are incorporated by reference.
EXHIBIT 2.13 SCHEDULE B
PURCHASER'S PROSPECTUS DATED MAY 14, 1998
The Purchaser's Prospectus dated May 14, 2002 is incorporated by reference.
EXHIBIT 2.13 SCHEDULE C
PURCHASER'S CERTIFICATE OF INCORPORATION
The Purchaser's Certificate of Incorporation is incorporated by reference.
EXHIBIT 3.08
MATERIAL CHANGES IN FINANCIAL CONDITION OF BIBLE
Bible has not had any material changes in financial condition.
EXHIBIT 3.14
BIBLE'S AGREEMENT TO PURCHASE ARGENTINE OIL AND GAS INTERESTS
XXXXXXX HOLDINGS LIMITED
------------------------
Xxxxxxxxx Xxxxxxxx, X.X. Xxx 00, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
July 29, 2302
Bible Resources Limited
00000 Xxxxxxxx Xxxx
Xxxxxxxxx Xxxx
X.X.X. 00000
Attention: Xxxxxxxxx X. Xxxxxx
Dear Xxxx:
Re: Argentine Oil and Gas Interests
Further to our recent discussions, this letter will serve to confirm the
agreement of Xxxxxxx Holdings Limited ("Xxxxxxx") and Bible Resources Limited
("Bible') whereby Xxxxxxx has agreed to sell to Bible an effective 50% interest
in certain oil and gas rights in the Cuyana Basin of central Argentina known as
exploration block #CC&B-9 (the "Santa Xxxx Property") which is owned by
Cynthia's wholly-owned Argentine subsidiary Exploraciones Oromin, S.A.
"Oromin').
In consideration of the respective covenants and agreements of the parties
contained herein, the sum of one dollar paid by each party hereto to each of the
other parties hereto and other go and valuable consideration, (the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto), the
parties agree as follows:
1. Xxxxxxx agrees to sell and Bible agrees to purchase 1,000 common
voting shares in the capital stock of Xxxxxxx (the "Shares"), which
will represent 50% of the voting shares of Xxxxxxx., for the sum of
US$1,400,000 (the "Purchase Price");
2. The Purchase Price shall be paid by Bible to Xxxxxxx as follows:
(a) US$400,000 on or before September 30, 2002;
(b) US$400,000 on or before October 31, 2002; and
(c) US$600,000 to be paid by November 30, 2002;
3. In the event that Bible fails to pay any part of the Purchase Price
within the time limited in paragraph 2 above, this letter agreement
shall terminate and be of no further force or effect;
4. The Shares shall be delivered to Bible by Xxxxxxx against delivery
of the final portion of the Purchase Price;
5. Bible acknowledges that there are currently outstanding 1,000 common
voting shares and 21,521 non-voting redeemable preference shares with a
par value of $C100 per share (the "Preference Shares") in the capital
stock of Xxxxxxx all of which are held by Irie Isle Limited ("Irie")
and that upon Bible paying the Second Payment, Xxxxxxx will redeem all
Preference Shares which it has not already redeemed;
6. Bible and Irie agree that all required funding for the operations of
Oromin will be borne equally by each party pursuant to monthly cash
calls from Xxxxxxx to Irie and Bible which shall be paid within ten 10
days of the receipt of such cash calls by Irie and Bible such cash
calls will be structured as subscriptions for additional common voting
shares of Xxxxxxx by Irie and Bible to keep the ownership level at 50%
each;
7. Bible and Irie agree that Irie will be the operator of Oromin and
will have a casting vote on all decisions to be made in respect of
Oromin's operations;
8. Bible acknowledges that Oromin holds a dcmand promissory note (the
"Note") from Oromin Explorations Ltd; ("OLE"), Irie's parent company,
and Irie and Bible agree that Oromin shall not make demand for payment
from OLE under the Note and that such Note will he retired by any
payments made by Xxxxxxx (and funded by Irie) required to fund Oromin's
operations;
9. The parties agree that Oromin will be used to acquire all other oil
and gas interests in the Republic of Argentina and in the event that
the parties wish to acquire oil and gas interests in other countries,
Xxxxxxx will cause to he incorporated subsidiaries for each country to
hold such interests, which subsidiaries shall be wholly-owned by
Xxxxxxx and whose operations shall be funded equally by Irie and Bible;
10. The parties agree to use their best efforts to expeditiously and in
good xxxxx xxxxxx the terms of and execute a comprehensive agreement
incorporating the terms hereof ac well as all reasonable provisions as
may be advisable for the efficient operation of Oromin;
11. Time shall be of the essence of this letter agreement;
12. All notices and deliveries shall be by courier or fax to Xxxxxxx or
Irie at Xxxxxxxxx Xxxxxxxx, X.X. Xxx 00, Xxxx Xxxx, Xxxxxxx, Xxxxxxx
Xxxxxx Xxxxxxx, fax # 000-000-0000 and to Bible at 00000 Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxx, X.X.X. 00000 fax # 000-000-0000;and
13. This letter agreement replaces and supersedes the letter agreement
dated June 26, 2002 between the parties hereto regarding the subject
matter hereof
If the foregoing accords with your understanding of our agreement, please
acknowledge your acceptance of, and agreement to be bound by, the terms and
conditions of this letter agreement by signing the enclosed copy hereof in the
space provided and returning same to us. We confirm that this letter agreement
may be executed in two counterparts each of which will be deemed to be an
original and both of which will be deemed to constitute one agreement.
Yours Truly, Agreed to and accepted this
29th day of July, 2002
XXXXXXX HOLDINGS LIMITED
/s/ Xxxx Idziszek /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------- ---------------------------------------
per: Xxxx Idziszek Bible Resources Limited
---------------------------------------
Director Irie Isle Limited
EXHIBIT 3.14, CONTINUED
BIBLE RESOURCES, INC.
00000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxx 00000
BY TELECOPIER
September 5, 2002
Mr. Xxxx Idziszek, President
Oromin Explorations Ltd.
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, X.X. X0X 0X0
Re: Amendment to Bible/Xxxxxxx Agreement of July 29, 2002
Dear Xxxx,
I'm writing this letter to propose an amendment to the Bible/Xxxxxxx Agreement
of July 29, 2002. My basic purpose in this is to provide some comfort to
investors who might otherwise view the Agreement on an "all or nothing" basis,
and be reluctant to invest accordingly.
We would propose the following changes:
Article 2
---------
The Purchase Price shall be paid by Bible to Xxxxxxx as follows:
(a) US $400,000 on or before October 31, 2002
(b) US $400,000 on or before November 30, 2002;
(c) US $600,000 on or before December 31, 2002.
Article 3
---------
In the event that Bible fails to pay any part of the purchase price within the
time limits in Article 2 above, Bible's exclusive rights under the Agreement
shall only terminate if Bible fails to make such payment within thirty days of
receiving notice in writing of default from Xxxxxxx, provided that Bible shall
have paid at least one previous payment to Xxxxxxx. If Bible fails to pay such
amount within thirty days of receiving notice in writing of default from
Xxxxxxx, Bible's exclusive rights under the Agreement shall terminate on the
30th day following notice in writing of termination by Xxxxxxx to Bible. Upon
notice of termination by Xxxxxxx, Xxxxxxx may, at its discretion, secure
participation from other sources under terms acceptable to Xxxxxxx provided,
however, that Bible retains a non-exclusive right of participation under the
terms of the Bible/Xxxxxxx Agreement of July 29, 2002. If Xxxxxxx secures
participation from other sources, it will give Bible notice in writing of same
and Bible will have the right to make, within seven days of the date of such
notice, any payment which it has failed to make and shall be entitled to apply
any previous payment towards the Purchase Price, whereupon Bible's right of
participation will again become exclusive and Bible shall be obliged to make
any subsequent payment within thirty days of the date of such payment, failing
which this Article 3 will again become operative, If Bible fails to make such
payment within seven days of receiving notice, Xxxxxxx will be entitled to
deal exclusively with the other party seeking to participate in the Santa Xxxx
Property and Bible shall not be entitled to retain any interest in the Santa
Xxxx Property.
It is understood that this Agreement is subject to the approval of the Board of
Directors of both companies.
Yours truly,
BIBLE RESOURCES, INC. by
/s/ Xxxxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxxxx X. Xxxxxx, President
Agreed to and accepted this
5th day of September, 2002
XXXXXXX HOLDINGS LIMITED by
/s/ Xxxx Idziszek
----------------------------------
Xxxx Idziszek, Director
Irie Isle Limited
/s/ Xxxx Idziszek
----------------------------------
EXHIBIT 3.15
OUTSTANDING DEBTS OF BIBLE
Bible has no outstanding debt.
EXHIBIT 3.16 A
CERTIFICATE OF INCORPORATION AND BYLAWS OF BIBLE
ARTICLES OF INCORPORATION
BIBLE RESOURCES, INC.
A NEVADA CORPORATION
The undersigned, for the purpose of forming a corporation under Chapter
78 of Nevada Revised Statutes, does certify as follows:
ARTICLE 1. NAME. The name of the corporation is: BIBLE RESOURCES, INC.
ARTICLE 2. RESIDENT AGENT. The initial resident agent of the
corporation is Xxxxx X. XxXxxxx, whose address is 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx
000, Xxx Xxxxx, Xxxxxx 00000.
ARTICLE 3. CAPITALIZATION. The total number of shares that may be
issued by the corporation shall be twenty-five million (25,000,000), all of
which shall have a par value of $0.00 I per share.
ARTICLE 4. DIRECTORS, The, members of the governing board shall be
styled directors. The corporation shall not have less than one (1) nor more than
five (5) directors. The initial number of directors shall be one (1). The number
of directors may be increased or reduced subject to this Article 4 in the manner
provided for in the Bylaws of the Corporation.
ARTICLE 5. FIRST BOARD OF DIRECTORS. The name and address of the
members of the first board of directors are:
Xxxxxxxxx X. Xxxxxx
00000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxx 00000
ARTICLE 6. INDEMNIFICATION. The corporation shall indemnify its
officers and directors and may indemnify any other person to the fullest extent
permitted by law.
ARTICLE 7. DISTRIBUTIONS. Subject to the terms of these Articles of
Incorporation and to the fullest extent permitted by the Nevada Revised
Statutes, the Corporation shall be expressly permitted to redeem, repurchase, or
make distributions, as that term is defined in Section 78.191 of the Nevada
Revised Statutes, with respect to the shares of its capital stock in all
circumstances other than where doing so would cause the Corporation to be unable
to pay its debts as they become due in the usual course of business.
ARTICLE 8. LIABILITY OF DIRECTORS AND OFFICERS. To the maximum extent
permitted under the Nevada Revised Statutes, no director or officer of the
corporation shall be personally liable to the corporation or its stockholders
for damages as a result of any act or failure to act in his capacity as a
director or officer.
ARTICLE 9. INCORPORATOR. The name and address of the incorporator is:
Xxxxx X. XxXxxxx
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
IN WITNESS WHEREOF, I have hereunto set my hand on June 20, 2002.
/s/ Xxxxx X. XxXxxxx
---------------------------
Xxxxx X. XxXxxxx
BYLAWS
OF
BIBLE RESOURCES, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be maintained
at such place as the Board of Directors shall determine from time to time.
Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
STOCKHOLDERS
Section 1. Meetings. All meetings of stockholders, for any purpose,
may be held at such time and place, within or without the State of Nevada, as
shall be stated in the notice of meeting or in a duly executed waiver of notice
thereof.
Section 2. Annual Meeting. The annual meeting of stockholders shall be
held on the day and at the time set by the Board of Directors, if not a legal
holiday, and if a legal holiday, then on the next regular business day
following, at the hour set forth in the notice thereof. At such annual meeting,
the stockholders shall elect, by a plurality vote, a Board of Directors and
transact such other business as may properly be brought before the meeting.
Notwithstanding the foregoing, in the event that the Directors are elected by
written consent of the stockholders in accordance with Article II, Section 11 of
these Bylaws and NIRS 78.320, an annual meeting of stockholders shall not be
required to be called or held for such year, but the Directors may call and
notice an annual meeting for any other purpose or purposes.
Section 3. Notice of Annual Meeting. Written notice of the annual
meeting shall be given to each stockholder entitled to vote thereat at least ten
(10) days but not more than sixty (60) days before the date of the meeting. The
notice must state the purpose or purposes for which the meeting is called and
the time when, and the place where, the meeting is to be held.
Section 4. List of Stockholders. The officer who has charge of the
stock ledger of the corporation shall prepare and make a complete list of the
stockholders entitled to vote for the election of Directors, arranged in
alphabetical order, showing the address of and the number of shares registered
in the name of each stockholder, and the list shall be produced and kept at the
time and place of election during the whole time thereof and be subject to the
inspection of any stockholder who may be present.
Section 5. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President and shall be called by
the President or Secretary at the request, in writing, of a majority of the
Board of Directors, or at the request, in writing, of stockholders entitled to
exercise a majority of the voting power of the corporation. Such request shall
state the purpose or purposes of the proposed meeting.
Section 6. Notice of Special Meetings. Written notice of a special
meeting of stockholders stating the purpose or purposes for which the meeting is
called, time when, and place where, the meeting *ill be held, shall be given to
each stockholder entitled to vote thereat, at least ten (10) days but not more
than sixty (60) days before the date fixed for the meeting.
Section 7. Limitation on Business. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. Quorum. Stockholders of the corporation holding at least a
majority of the voting power of the corporation, present in person or
represented by proxy, regardless of whether the proxy has authority to vote on
all matters, shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, a quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At any adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
Section 9. Voting Required for Action. When a quorum is present at any
meeting, the stockholders holding a majority of the voting power of the
corporation present in person or represented by proxy at such meeting shall
decide any question brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the Articles of Incorporation,
the Bylaws of the corporation, or an express agreement in writing, a different
vote is required, in which case such express provision shall govern and control
the decision of such question. Voting for Directors shall be in accordance with
Article II Section 2, of these Bylaws.
Section 10. Proxies. Except as otherwise provided in the Articles of
Incorporation or in a Certificate of Designation or similar document filed with
the Secretary of State of Nevada in accordance with Section 78.1955 of the
Nevada Revised Statutes, each stockholder shall, at every meeting of the
stockholders be entitled to one (1) vote in person or by proxy for each share of
stock having voting power held by such stockholder, but no proxy shall be valid
after the expiration of six (6) months from the date of its execution unless (a)
coupled with an interest, or (b) the person executing it specifies therein the
length of time for which it is to be continued in force, which in no case shall
exceed seven (7) years from the date of its execution.
Section 11. Action by Consent. Any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting if, before
or after the action, a written consent thereto is signed by stockholders holding
at least a majority of the voting power, except that if any greater proportion
of voting power is required for such action at a m(euro)eting, then such greater
proportion of written consents shall be required. In no instance where action is
authorized by written consent, need a meeting of stockholders be called or
noticed.
Section 12. Telephonic Meetings. Stockholders may participate in a
meeting of stockholders by means of a telephone conference or similar method of
communication by which all persons participating in the meeting can hear one
another. Participation in such meeting shall constitute presence in person at
the meeting.
Section 13. Closing of Transfer Books/Record Date. The Board of
Directors may close the stock transfer books of the corporation for a period not
exceeding sixty (60) days preceding the date of any meeting of stockholders or
the date for payment of any dividend or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a record date, not more than sixty (60) days or less than ten
(10) days before the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
Section 14. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.
ARTICLE III
DIRECTORS
Section 1. Number. The number of Directors which shall constitute the
whole Board shall be fixed by the Board of Directors or stockholders of the
corporation at any regular or special meeting thereof (or appropriate written
consent thereby) subject to the limitations prescribed in the Articles of
Incorporation. The Directors shall either be elected by written consent in
accordance with Article II, Section 11 of these Bylaws and NRS 78.320 or at the
annual meeting of the stockholders, except as provided in Sections 2 and 3 of
this Article, and each Director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders. If, for any reason,
Directors are not elected pursuant to NRS 78.320 or at the annual meeting of the
stockholders, they may be elected at a special meeting of the stockholders
called and held for that purpose.
Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office, though less than a quorum, and
the Directors so chosen shall hold office until their successors are duly
elected and shall qualify, unless sooner displaced.
Section 3. Removal by Stockholders. Any Director or one or more of the
incumbent Directors of the corporatkin may be removed from office by a vote of
stockholders representing not less than two-thirds of the voting power of the
issued and outstanding stock entitled to voting power (or such higher amount as
may be set forth in the Articles of Incorporation), in which event the vacancy
or vacancies so created shall be filled by a majority of the remaining
Directors, though less than a quorum, as provided in Section 2 of this Article.
Notwithstanding the foregoing, in the event that any class or series of
stockholders is entitled to elect one or more Directors, only the approval of
the holders of the applicable proportion of such class or series is required to
remove such Director(s) and not the votes of the outstanding shares as a whole.
Section 4. Management of Business. The business of the corporation
shall be managed by its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
Section 5. Meetings. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Nevada.
Section 6. Annual Meeting. The first meeting of each newly elected
Board of Directors shall be held immediately following, and at the time and
place as the annual meeting of stockholders or, if not so held, at such time and
place as shall be fixed by the vote of the stockholders at the annual meeting.
In the event that the first meeting of Directors is not held following the
annual meeting of stockholders and the stockholders fail to fix the time or
place of such first meeting of the newly elected Board of Directors, or in the
event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors or as shall be specified in a written waiver signed by all of
the Directors.
Section 7. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as from time to time
shall be determined by the Board.
Section 8. Special Meetings. Special meetings of the Board may be
called by the President on two (2) days' written notice to each Director.
Special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of a majority of the Directors.
Section 9. Quorum and Voting. A majority of the Directors then in
office, at a meeting duly assembled, shall constitute a quorum for the
transaction of business, and the act of the Directors holding a majority of the
voting power of the Directors, present at any meeting at which there is a
quorum, shall be the act of the Board of Directors except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.
Section 10. Meetings by Consent. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if, before or after the action, a written consent
thereto is signed by all members of the Board or of such committee, as the case
may be.
Section 11. Telephonic Meetings. Members of the Board of Directors or
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or committee by means of a telephone conference system
or similar method of communication by which all persons participating in the
meeting can hear one another. Participation in such meeting constitutes presence
in person at such meeting.
Section 12. Committees. The Board of Directors, by resolution,
resolutions or as set forth in these Bylaws, may designate one (1) or more
committees, which, to the extent provided in the resolution, resolutions or in
these Bylaws, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the corporation. Each committee
must include at least one Director. The Board of Directors may appoint natural
persons who are not Directors to serve on any committee. Each committee must
have the name or names as may be designated in these Bylaws or as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors as and when required.
Section 13. Compensation. The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as a Director. No such payment shall preclude any Director from serving
the corporation in any other capacity and receiving compensation therefore.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE IV
NOTICES
Section 1. General. Notices to Directors and stockholders shall be in
writing and delivered personally or mailed to the Directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
Directors may also be given by telegram or by other media, including electronic
mail, if the sending of notice by such other media may be verified or confirmed.
Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of the statutes or of the Articles of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. General. The officers of the corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors may also choose a Chairman of the Board, Chief Operating
Officer, Vice Presidents and one (1) or more Assistant Secretaries and Assistant
Treasurers. Two (2) or more officers may be held by the same person.
Section 2. Appointment. The Board of Directors shall appoint the
officers of the corporation who shall hold office at the pleasure of the Board
of Directors. No officer need be a member of the Board of Directors.
Section 3. Other Officers. The Board of Directors may appoint other
officers and agents as it shall deem necessary who shall hold their positions
for such terms and exercise such powers and perform such duties as shall be
determined from time to time by the Board unless otherwise received in writing.
Any such officer or agent may be removed at any time, with or without cause, by
the Board of Directors unless otherwise agreed in writing.
Section 4. Compensation. The salaries and other compensation of all
officers of the corporation shall be fixed by the Board of Directors unless
otherwise agreed in writing.
Section 5. Duties of President. Unless otherwise determined by the
Board of Directors, the President shall be the chief executive officer of the
corporation and shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall vote or execute, in the name of the
corporation, proxies for, any securities pursuant to which the corporation has
voting rights, unless some other person is designated by the Board of Directors
to execute such proxies.
Section 6. Duties of Vice President. The Vice President, if any, or if
there shall be more than one (1), the Vice Presidents, in the order or seniority
determined by the Board of Directors, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President and shall
perform such other duties and have such other powers as the Board of Directors
may prescribe from time to time.
Section 7. Duties of Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings of the meetings of the corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give or cause to be given notice of
all meetings of the stockholders and special meetings of the Board of Directors
and shall perform such other duties as may be prescribed by the Board of
Directors or the President, under whose supervision he shall be.
Section 8. Duties of Assistant Secretaries. The Assistant Secretary,
or if there be more than one (1), the Assistant Secretaries, in the order of
seniority determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
Section 9. Duties of Treasurer. The Treasurer shall be the chief
financial officer of the corporation and shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the corporation. The Treasurer is authorized
to execute and file on behalf of the corporation all federal tax returns and all
elections under federal tax laws. If required by the Board of Directors, he
shall give the corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control, belonging to the corporation.
Section 10. Duties of Assistant Treasurers. The Assistant Treasurer,
or if there shall be more than one (1), the Assistant Treasurers, in the order
of seniority determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe. The Assistant Treasurer is
also authorized to execute and file on behalf of the corporation all federal tax
returns and all elections under federal tax laws.
ARTICLE VI
CERTTFICATES OF STOCK
Section 1. Certificates. Every holder of stock in the corporation
shall be entitled to have a certificate signed in the name of the corporation by
the President and the Treasurer or the Secretary of the corporation, certifying
the number of shares owned by him in the corporation. When such certificate is
signed (a) by a transfer agent or an assistant transfer agent or (b) by a
transfer clerk acting on behalf of the corporation and registrar, the signature
of any such President, Treasurer or Secretary may be facsimile. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class of stock, the voting powers, qualifications,
limitations, restrictions, designations, preferences and relative rights shall
be set forth in full or summarized on the face or back of the certificate which
the corporation shall issue to represent such class or series of stock;
provided, however, that except as otherwise provided by applicable law, in lieu
of the foregoing requirements, there may be set forth on the face or back of a
certificate a statement directing the stockholder, officer or agent of the
corporation who will furnish such a summary or description without charge upon
written request by any stockholder. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates shall cease to be such officer or officers
of the corporation, whether because of death, resignation or otherwise, before
such certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures have
been used thereon, had not ceased to be such officer or officers of the
corporation.
Section 2. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issuance
of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and to
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 3. Transfers of Stock. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation may be declared by the Board of Directors out of funds legally
available therefore at any regular or special meeting. Dividends may be paid in
cash, in property, or in shares of the capital stock of the corporation.
Section 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends, such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
thinks proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Directors shall think conducive to the interest of
the corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
Section 3. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
Section 5. Seal. The corporate seal, if there be one, shall have
inscribed thereon the words, "State of Nevada."
Section 6. Captions. Captions used in these Bylaws are for convenience
only and are not a part of these Bylaws and shall not be deemed to limit or
alter any provisions hereof and shall not be deemed relevant in construing these
Bylaws.
Section 7. Interpretations. To the extent permitted by the context in
which used, words in the singular number shall include the plural, words in the
masculine gender shall include the feminine and neuter, and vice versa.
ARTICLE VIII
AMENDMENTS
Section 1. Amendments. These Bylaws may be amended or repealed at any
regular meeting of the stockholders or of the Board of Directors, or at any
special meeting of the stockholders or of the Board of Directors, if notice of
such alteration or repeal be contained in the notice of such special meeting.
Adopted by the corporation on this 20th day of June, 2002.
/s/ Xxxxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxx, Secretary
EXHIBIT 3.16 B
MATERIAL CONTRACTS OF BIBLE
Bible has no material contracts or Leases
EXHIBIT 4.03
BIBLE REPRESENTATION LETTER
September 12, 2002
The Havana Group, Inc.
0000 Xxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxx 00000
Gentlemen:
I confirm my understanding that The Havana Group, Inc. Common Stock to be
received by me or my assigns are being acquired for investment purposes only,
that the Common Stock is restricted and may not be freely resold unless the
shares are registered or an exemption from registration is available, as well as
such other customary representations as are reasonably required by Purchaser.
/s/ Xxxxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxxxx X. Xxxxxx
EXHIBIT 4.03, CONTINUED
BIBLE REPRESENTATION LETTER
September 12, 2002
The Havana Group, Inc.
0000 Xxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxx 00000
Gentlemen:
I confirm my understanding that The Havana Group, Inc. Common Stock to be
received by me or my assigns is being acquired for investment purposes only, and
that the Common Stock is restricted and may not be freely resold unless the
shares are registered or an exemption from registration is available, as well as
such other customary representations as are reasonably required by Purchaser.
/s/ Xxxxxx Xxxxx
-----------------------
Xxxxxx Xxxxx
EXHIBIT 5.03
8-K FILING BY THE PURCHASER
The Purchaser's 8-K filing regarding this agreement is incorporated by
reference.
