EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
------------------------
This Stock Purchase Agreement ("Agreement") made this date by and
between INTEGRATED PERFORMANCE SYSTEMS INC., a New York corporation ("IPS")
and SSTV INC., a Texas corporation ("Purchaser").
IPS desires to sell and Purchaser desires to purchase all of the issued
and outstanding capital stock of CADSOUTH INC., a Texas corporation, PC
DYNAMICS CORPORATION, a Texas corporation, PC DYNAMICS OF TEXAS INC., a
Texas corporation, and INTEGRATED PERFORMANCE BUSINESS SERVICES CORP.,
a Nevada corporation, all wholly owned subsidiaries of IPS, (the
"Subsidiaries", whether one or more) on the terms and conditions set
forth in this Agreement.
In consideration of the mutual promises of the parties; in reliance on
the representations, warranties, covenants, and conditions contained in this
Agreement; and for other good and valuable consideration, the parties agree
as follows:
ARTICLE 1: SALE
1.01 Sale of Stock. IPS agrees to sell, convey, transfer, assign, and
deliver to Purchaser all of the issued and outstanding capital stock of the
Subsidiaries and Purchaser agrees to purchase such stock (collectively, the
"Stock").
1.02 Consideration; Terms of Sale. (a) In consideration of the sale and
transfer of the Stock and the representations, warranties, and covenants of
IPS set forth in this Agreement, Purchaser shall pay to IPS Ten and No/100
dollars ($10.00), in cash on the Closing Date;
(b) IPS shall assign to Purchaser any indebtedness owed to IPS or its
Affiliates by the Subsidiaries, on the Closing Date; and any debt owed by
IPS or its Affiliates to the Subsidiaries shall be cancelled.
(c) IPS agrees to issue 678,000 shares of IPS common stock (the
"Shares") to the Purchaser and to cooperate with Purchaser and the
Subsidiaries to settle currently existing claims against the Subsidiaries,
and Purchaser agrees to hold IPS harmless with respect to all claims and
liabilities of the Subsidiaries, as disclosed on the Balance Sheets attached
as Exhibits A, B, C, and D.
(d) IPS agrees to cooperate, upon request of Purchaser, in making an
election under Internal Revenue Code Section 338;
(e) Purchaser and the Subsidiaries agree to cooperate with IPS's
auditors, provided that IPS reimburses Purchaser and the Subsidiaries
reasonable costs of producing information to IPS's auditors; and
1.03 Closing. The date of execution of this Agreement shall be deemed the
"Closing Date" of this transaction.
ARTICLE 2: SELLER'S REPRESENTATIONS AND WARRANTIES
IPS hereby represents and warrants to Purchaser that the following
facts and circumstances are true and correct as of the date of this
Agreement:
2.01 Organization. The Subsidiaries are corporations duly organized,
validly existing, and in good standing under the laws of their states of
incorporation. The Subsidiaries are qualified to do business in all
jurisdictions in which they do business and have all requisite power and
authority (corporate and, when applicable, government) to own, operate,
and carry on their businesses as now being conducted.
2.02 Ownership. IPS is the sole owner of the Subsidiaries with full right
to sell or dispose of the Subsidiaries as it may choose.
2.03 Authority. IPS has full power and authority to execute, deliver, and
consummate this Agreement, subject to the conditions to Closing set forth in
this Agreement.
2.04 Full Disclosure. No representation, warranty, or covenant made to
Purchaser in this Agreement nor any document, certificate, exhibit, or
other information given or delivered to Purchaser pursuant to this Agreement
contains or will contain any untrue statement of a material fact, or omits
or will omit a material fact necessary to make the statements contained in
this Agreement or the matters disclosed in the related documents,
certificates, information, or exhibits not misleading.
2.05 Broker. Neither IPS, nor any of its officers, directors, employees,
or stockholders, has retained, consented to, or authorized any broker,
investment banker, or third party to act on its behalf, directly or
indirectly, as a broker or finder in connection with the transactions
contemplated by this Agreement.
2.06 Compliance with Securities Laws. (a) Purchaser acknowledges that
IPS is relying upon the accuracy and completeness of the statements and
representations contained in this section in complying with its obligations
under the federal and state securities laws. Purchaser acknowledges and
represents that:
(i) Purchaser is in a financial position to hold the shares of
common stock of the Subsidiaries (the "Common Stock") and the Shares
(together, the "Securities") for an indefinite period of time, is able
to bear the economic risk of an investment in the Securities and may
withstand a complete loss of Purchaser's investment in the Securities;
(ii) The Purchaser believes that it, either alone or together with
the assistance of its own professional advisor or advisors, has the
knowledge and experience in business and financial matters that make
it capable of reading and interpreting financial statements of and
concerning IPS and the Subsidiaries and of evaluating the merits and
risks of an investment in the Securities;
(iii) Purchaser has obtained, to the extent it deems necessary,
its own personal professional advice with respect to the risks inherent
in an investment in the Securities and to the suitability of an
investment in the Securities in light of its financial condition
and investment needs;
(iv) Purchaser understands that an investment in the Securities
is highly speculative but that it believes that an investment in the
Securities is suitable based upon Purchaser's investment objectives and
financial needs, and that it has adequate means for providing for its
current financial needs and contingencies and has no need for liquidity
of investment with respect to the Securities;
(v) Purchaser acknowledges access to full and complete information
regarding IPS and the Subsidiaries and has utilized that access to
Purchaser's satisfaction for the purpose of obtaining information
concerning the named entities, an investment in the Securities and the
terms and conditions of this offering of the Securities, and has either
attended or been given reasonable opportunity to attend a meeting with
representatives of IPS for the purpose of asking questions of, and
receiving answers from, these representatives concerning IPS and the
Subsidiaries, an investment in the Securities and the terms and
conditions of this offering of the Securities, and for the purpose of
obtaining any additional information to the extent reasonable available
that is necessary to verify the information provided;
(vi) Purchaser recognizes that the Securities as an investment
involves a high degree of risk;
(vii) Purchaser realizes that (A) the purchase of the Securities
is a long-term investment; (B) the Purchaser must bear the economic
risk of investment for an indefinite period of time because the
Securities have not been registered under the Securities Act of 1933,
as amended, or the securities laws of any state, and, therefore, cannot
be sold unless they are subsequently registered under these laws or
exemptions from registrations are available; (C) there presently is
no public market for the Securities and Purchaser may not be able to
liquidate Purchaser's investment in the Securities in the event of an
emergency or to pledge the Securities as collateral for loans; and (D)
the transferability of the Securities is restricted, and (1) requires
conformity with the restrictions contained hereinbelow, and (2) will be
further restricted by legends placed on the certificates representing
the Securities referring to the applicable restrictions on
transferability;
(b) Purchaser has been advised that the Securities have not been
registered under the Securities Act of 1933, as amended, or applicable state
securities laws, that the Securities are being offered and sold pursuant to
exemptions from the registration requirements of these laws, and that the
reliance of IPS on these exemptions is predicated in part on Purchaser's
representations contained in this section. Purchaser represents and
warrants that the Securities are being purchased for its own account and
for investment and without the intention of reselling or redistributing the
Securities, that Purchaser has not made any agreement with any other person
or entity regarding any of the Securities, and that Purchaser's financial
condition is such that it is not likely that it will be necessary for
Purchaser to dispose of the Securities in the foreseeable future. Purchaser
is aware that, in the view of the Securities and Exchange Commission, a
purchase of the Securities with an intent to resell the Securities by reason
of any foreseeable specific contingency or anticipated change in market
values, or any change in the condition of Purchaser or its business, or
in connection with a contemplated liquidation or settlement of any loan
obtained for the acquisition of the Securities and for which the Securities
was pledged as security, would represent an intent that is inconsistent
with the representations set forth above. Purchaser further represents
and agrees that, if, contrary to Purchaser's foregoing intentions, Purchaser
later should desire to dispose of or transfer any of the Securities in any
manner, Purchaser will not do so without first obtaining (A) an opinion of
independent counsel to the effect that the proposed disposition or transfer
lawfully can be made without registration of the Securities pursuant to the
Securities Act of 1933 an then in effect and applicable state securities
law, or (B) such registration.
(c) Purchaser represents and warrants that the Securities are being
received by Purchaser in Purchaser's own name solely for Purchaser's own
beneficial interest, and not as nominee for, or on behalf of, or for the
beneficial interest of, or with the intention to transfer to, any other
person, trust or organization, except as specifically set forth hereinbelow.
(d) Purchaser is informed of the significance to IPS of the foregoing
representations, agreements and consents, and they are made with the
intention that IPS may rely upon them and agrees to indemnify IPS, and its
officers, directors and agents (the "Indemnified Parties") for any loss,
claim or liability which any Indemnified Party might incur as a result of
reliance upon any fact misrepresented by Purchaser in this section.
(e) Purchaser additionally represents that the representations
contained in this section have been duly authorized by all necessary action
on the part of Purchaser, has been duly executed by an authorized officer or
representative of Purchaser, and is a legal, valid and binding obligation of
Purchaser enforceable according to its terms.
ARTICLE 3: PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser represents and warrants to IPS that:
3.01 Authority. Purchaser has full power and authority to execute, deliver,
and consummate this Agreement subject to the conditions to Closing set forth
in this Agreement. All corporate acts, reports, and returns required to be
filed by Purchaser with any government or regulatory agency with respect to
this transaction have been or will be properly filed prior to the date of
this Agreement. No provisions exist in any contract, document, or other
instrument to which Purchaser is a party or by which Purchaser is bound that
would be violated by consummation of the transactions contemplated by this
Agreement.
3.02 Organization and Standing of Purchaser. Purchaser is a corporation
duly organized, validly existing, and in good standing under the laws of
the state of Texas, with corporate power to own property and carry on its
business as it is now being conducted.
ARTICLE 4: CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE
The obligation of Purchaser to Close under this Agreement is subject
to each of the following conditions (any one of which may, at the option of
Purchaser, be waived in writing by Purchaser) existing on the date of this
Agreement, or such earlier date as the context may require.
4.01 Representations and Warranties. Each of the representations and
warranties of IPS in this Agreement and all other information delivered
under this Agreement shall be true in all material respects as of the date
of this Agreement.
4.02 Compliance With Conditions. IPS shall have complied with and performed
all agreements, covenants, and conditions in this Agreement required to be
performed and complied with. All requisite action (corporate and other) in
order to consummate this Agreement shall have been properly taken by IPS.
4.03 Suit or Proceeding. No suit or proceeding, legal or administrative,
relating to any of the transactions contemplated by this Agreement shall
have been overtly threatened or commenced that, in the sole discretion of
Purchaser and its counsel, would make it inadvisable for Purchaser to Close
this transaction.
4.04 Government Approvals and Filings. All necessary government approvals
and filings regarding this transaction, if any, shall have been received or
made prior to the date of this Agreement in substantially the form applied
for to the reasonable satisfaction of Purchaser and its counsel. Any
applicable waiting period for the approvals and filings shall have expired.
4.05 Corporate and Stockholder Action. All corporate and stockholder action
necessary to consummate the transactions contemplated in this Agreement
shall have been properly taken by IPS.
ARTICLE 5: CONDITIONS TO SELLER'S OBLIGATION TO CLOSE
The obligation of IPS to Close under this Agreement is subject to each
of the following conditions (any one of which at the option of IPS may be
waived in writing by IPS) existing on the date of this Agreement.
5.01 Corporate Action. Purchaser shall have taken appropriate corporate
action regarding this transaction, which shall be evidenced by resolutions
of its board of directors and certified by Purchaser's corporate secretary,
authorizing Purchaser to enter into and complete this transaction.
ARTICLE 6: PARTIES' OBLIGATIONS AT THE CLOSING
6.01 IPS's Obligations at the Closing. At the Closing, IPS shall deliver
or cause to be delivered to Purchaser instruments of assignment and transfer
of all of the issued and outstanding capital stock of the Subsidiaries in
form and substance satisfactory to Purchaser. Simultaneously with the
consummation of the transfer, IPS shall put Purchaser in full possession
and enjoyment of all properties and assets of the Subsidiaries.
IPS, at any time before or after the date of this Agreement,
shall execute, acknowledge, and deliver to Purchaser any further deeds,
assignments, conveyances, other assurances, documents, and instruments of
transfer reasonably requested by Purchaser. IPS shall also take any other
action consistent with the terms of this Agreement that may be reasonably
requested by Purchaser for the purpose of assigning, transferring, granting,
conveying, and confirming to Purchaser or reducing to possession any or all
property and assets to be conveyed and transferred by this Agreement.
6.02 Purchaser's Obligation at Closing. At the Closing, Purchaser shall pay
the purchase price, against delivery of the items specified in Paragraph
6.01, above.
ARTICLE 7: GENERAL PROVISIONS
7.01 Survival of Representations, Warranties, and Covenants. The
representations, warranties, covenants, and agreements of the parties
contained in this Agreement or contained in any writing delivered pursuant
to this Agreement shall survive the date of this Agreement for the period of
time set forth in this Agreement.
7.02 Notices. All notices or other communications hereunder must be given
in writing and either (i) delivered in person, (ii) transmitted by facsimile
telecommunication, provided that any notice so given is also mailed as
provided for herein, (iii) delivered by Federal Express or similar
commercial delivery service, or (iv) mailed by certified mail, postage
prepaid, return receipt requested, as follows:
If to IPS: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇;
facsimile number (▇▇▇) ▇▇▇-▇▇▇▇;
If to Purchaser: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇;
facsimile number (000) 000-0000.
or to such other address or facsimile number as IPS or the Purchaser
shall have designated to the other by like notice. Each such notice
or other communication shall be effective (i) if given by facsimile
telecommunication, when transmitted, (ii) if given by mail, five (5)
business days after such communication is deposited in the mail and
addressed as aforesaid, (iii) if given by Federal Express or similar
commercial delivery service, one (1) business day after such communication
is deposited with such service and addressed as aforesaid, and (iv) if
given by any other means, when actually delivered at such address.
7.03 Assignment of Agreement. This Agreement shall be binding on and
inure to the benefit of the parties to this Agreement and their respective
successors and permitted assigns. This Agreement may not be assigned by any
other party without the written consent of all parties and any attempt to
make an assignment without consent is void.
7.04 Governing Law. This Agreement shall be construed and governed by the
laws of the state of Texas.
7.05 Amendments; Waiver. This Agreement may be amended only in writing by
the mutual consent of all of the parties, evidenced by all necessary and
proper corporate authority. No waiver of any provision of this Agreement
shall arise from any action or inaction of any party, except an instrument
in writing expressly waiving the provision executed by the party entitled
to the benefit of the provision.
7.06 Entire Agreement. This Agreement, together with any documents and
exhibits given or delivered pursuant to this Agreement, constitutes the
entire agreement between the parties to this Agreement on the subject matter
of this Agreement. No party shall be bound by any communications between
them on the subject matter of this Agreement unless the communication is (a)
in writing, (b) bears a date contemporaneous with or subsequent to the date
of this Agreement, and (c) is agreed to by all parties to this Agreement.
On execution of this Agreement, all prior agreements or understandings
between the parties on the subject matter of this Agreement shall be null
and void.
Signed as of April 23, 2004.
IPS: Integrated Performance Systems Inc.
By: ______________________________
D. ▇▇▇▇▇▇ ▇▇▇▇▇, President
Purchaser: SSTV Inc.
By: ______________________________
▇▇▇▇ ▇▇▇▇▇▇▇, President
EXHIBIT A
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CADSOUTH, INC.
BALANCE SHEET
APRIL 23, 2004
Assets None
------ ====
Liabilities
-----------
Due to IPS and Affiliates 38,219
======
Equity <38,219>
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EXHIBIT B
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P C DYNAMICS CORPORATION
BALANCE SHEET
APRIL 23, 2004
Assets None
------ ====
Liabilities
-----------
Accounts Payable 130,000
=======
Equity <130,000>
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EXHIBIT C
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PC DYNAMICS OF TEXAS INC.
BALANCE SHEET
APRIL 23, 2004
Assets None
------ ====
Liabilities
-----------
Notes Payable 576,284
Accounts Payable 336,302
Accrued Expenses 313,423
---------
1,226,009
=========
Equity <1,226,009>
------ =========
EXHIBIT D
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INTEGRATED PERFORMANCE BUSINESS SERVICES CORP.
BALANCE SHEET
APRIL 23, 2004
Assets 4,143,260
------ ---------
Liabilities
-----------
Notes Payable 4,143,260
=========
Equity None
------ ====
