ACQUISITON AGREEMENT
AGREEMENT dated as of July 1, 1999, by, between and among ASSOCIATED
MEDICAL DEVICES, INC., a company incorporated under the laws of the State of
Nevada with principal, offices at 000 Xxxx Xxxx, Xxxxxxx, Xxxxx
79701(hereinafter referred to as"AMD"),EURO AMERICAN BUSINESS GROUP, INC, a
Company incorporated under the laws of the State of New York, with principal
offices at 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (hereinafter referred
to as "EABG"), and the persons listed on Exhibit "A" attached hereto and made a
part hereof, being the holders of 100% of the issued and outstanding stock of
EABG, now and as of the Closing date of this Agreement (hereinafter referred to
as the "Sellers").
WHEREAS, the Sellers own a total, of 100 shares of common stock, $1.00 par
value, of EABG (the "EABG Shares"), said shares being One Hundred (100%) percent
of the issued and outstanding common stock of EABG; and ,
WHEREAS, the Sellers desire to sell and AMD desires to purchase the EABG
Shares;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. Purchase and sale. The Sellers hereby agree to sell, transfer, assign and
convey to AMD and hereby agrees to purchase and acquire from the Sellers, all of
the EABG's Shares constituting 100% of EABG's issued and outstanding common
stock in a reorganization pursuant to Section 368 (a)(1)(B) of the Internal
Revenue Code.
2. Purchase Price and Issuance of Shares.
(a) The aggregate purchase price to be paid by AMD for the EABG Shares shall
be in
a stock for stock reorganization. In consideration for the transfer of the EABG
Shares to AMD, AMD will issue 4,968,000 post-reverse split restricts shares of
AMD stock to EABG's shareholders or their designees, on the basis of 49,680
shares of AMD stock for each share of EABG stock. The AMD shares will be issued
to the individual Sellers In accordance with Exhibit "A" attached hereto. No
fractional shares of AMD common stock will be issued; in lieu thereof, the
number of shares of AMD common stock to be issued to each Seller will be rounded
up to the next whole share. Each of tire sellers hereby agrees to the terms of
this Agreement (the "Agreement").
(b) In addition to the AMD shares to be issued to the EABG shareholders as
enumerated
in 2(a), above, at or prior to Closing AMD will issue 389,350 post-reverse split
shares registered on Form S-8 to certain consultants, for consulting services
rendered, so that after Closing and exchange of EABG Shares for AMD shares and
issuance of the additional AMD shares as set firth herein, AMD will have
approxmately 5,400,000 post-reverse split shares issued and "outstanding held of
record as follows (assuming exchange of 100% of the EABG Shares for AMD shares
and the purchase by EABG's controlling Shareholder of 25,000 post-reverse split
shares from AMD's controlling shareholder pursuant to separate agreements
between the parties.); (i)EABG Shareholders will own approximately 52k and the
Consultant and AMD's remaining share-holders will own approximately 8% of the
issued and outstanding shares of AMD.
3. Warranties and Representations of EABG as Xxxxxxx.Xx order to induce AMD
to enter into
the Agreement and to complete the transaction contemplated hereby, EABG and
Sellers warrant and represent to AMD that:
(a)Organization arid Standing. EABG is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York,
is qualified to do business as
a foreign corporation in every other state or Jurisdiction in which it operates
to the extent required by the laws of such statea and jurisdictions, and has
full power and authority to carry on its business as now conducete and to own
and operate its ascots, properties and business. Attached hereto as Exhibit "B"
are true and correct copies of EABG's Certificate of incorporation, amendments
thereto and all current By-laws of EABG. No changes thereto will be made in any
of the Exhibit "B", documents before the Closing.
(b) Capitalization As of the Closing Date, EABG's entire authorized
equity-capital consists of 20,000 shares of Common Stock $1.00 par value, of
which 100 shares of Common Stock will be issued and outstanding as of the
Closing. As of the Closing, there will be no other voting or equity securities
authorized or issued, nor any authorized or issued securities convertible into
voting stock, and no outstanding subscriptions, warrants, calls, options,
rights, commitments or agreements by which EABG or the Sellers are bound,
calling
for the issuance of any additional shares of common stock or any other voting or
equity security. The 100 issued and outstanding EABG Shares constitute one
hundred (100%) percent
of the equity capital of EABG, which includes, inter alia, one hundred (100%)
percent of EABG's voting power, right to receive dividends, when, as and if
declared and paid, and the
right to receive the proceeds of liquidation attributable to common stock, if
any, and the 100 Shares being exchanged pursuant to this Agreement constitute
100% of EABG's issued
and outstanding shares.
(c) Ownership of EABG Shares. As of the date hereof, the sellers are the
sole owners of toe EABG Shares, free and clear of all liens, encumbrances, and
restrictions whatsoever,
except that the EABG Shares have not been registered under the Securities Act of
1933, as amended (the "33 Act"), or any applicable State Securities laws. By
the transfer of the EABG Shares to AMD pursuant to the Agreement, AMD will
thereby acquire 100% of the capital stock of EABG, free and clear of all liens,
encumbrances and restrictions of any nature whatsoever, except by reason of the
fact that the EABG shares will not have been registered ,under the '33 Act, or
any applicable State Securities laws.
(d) EABG has filed all federal, state and local income or other tax
returns and reports that it is required to
file with all governmental agencies, wherever situate, and has paid or accrued
for payment all taxes as shown on such
returns, such that a failure to file, pay or accrue will not have a material
adverse effect on EABG.
(e) Be Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or
threatened,, against or affecting EABG or against the Sellers that arise out of
their operation of EABG, except as described in exhibit "C" attached hereto.
EABG is not knowingly in violation of any law, material ordinance or regulation
of any kind whatever, including, but not limited to laws, rules and regulations
governing the sale of its services, the '33 Act, the Securities Exchange Act of
1934 (the "'34 Act") as amended, the Rules and Regulations of the U.S.
Securities and Exchange -Commission ("SEC") , or the Securities Lawe and
Regulations of any state.
(f) Governmental Regulation. EABG holds the licenses and registrations set
forth on Exhibit AMD hereto from the jurisdictions set forth therein, which
licenses and registrations are all of the licenses and registrations necessary
to permit EABG to conduct its current business. All of such licenses and
registrations are in full force and effect, and there are no proceedings,
hearings or other actions pending that may affect the validity or continuation
of any of them. No approval of any other trade or professional association or
agency of government other than as set forth on Exhibit "D" is required for any
of the transactions effected by the Agreement, and the completion of the
transactions contemplated by the Agreement will not, in and of themselves,
affect or Jeopardize the validity or continuation of any of them.
(g) Ownership of Assets. Except as set forth in, Exhibit "E", EABG has
good, marketable title, without any liens or encumbrances of any nature
whatever, to all of the following, if any: its assets, properties and rights of
every type and description, including, without limitation, all oash on hand and
in banks, certificates of deposit, stocks, bonds, and other securities, good
will, customer lists, its corporate name and all variants thereof, trademarks
and trade names, copyrights and interests thereunder, licenses and
registrations, pending 21canses and permits and applications therefor,
inventions, processes, know-how, trade secrets, real estate and interests
therein and improvements thereto, machinery, equipment, vehicles, notes and
accounts receivable, fixtures, rights under agreements and leases, franchises,
all rights and claims under insurance policies and other contracts of whatever
nature, rights in funds of whatever nature, books and records and all other
property and rights of every kind and nature owned or held by EABG as of this
date, and will continue to hold such title on and after the completion of the
transactions contemplated by the Agreement; nor, except in the ordinary course
of its business, has EABG disposed of any such asset since the date of the most
recent balance sheet described in Section 3(0) of the Agreement.
(h) No interest in Suppliers, Customers Landlords or Competitors. Neither
the Sellers nor any member of their families have any interest of any nature
whatever in any supplier, customer, landlord or competitor of EABG.
(i) No Debt owed by EABG to Sellers. Except as set forth in Exhibit "F",
EABG does not owe any money, securities, or property to either the Sellers or
any member of their families
or to any company controlled by such a person, directly or indirectly. To the
extent that EABG may have any undisclosed liability to pay any sum or property
to any such person or entity or any member of their families such liability is
hereby forever irrevocably released and discharged.
(j) Corporate Records. All of EABG's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records of EABG are up-to-date,, complete and
reflect accurately and fairly the conduct of its business in all material
respects since its date of incorporation.
(k) No Misleading Statements or Omissions. Neither the Agreement nor any
financial statement, exhibit, schedule or document attached hereto or presented
to AMD in connection
herewith, contains any materially misleading statement, or omits any fact or
statement necessary to make the other statements or facts therein set forth not
materially misleading.
(l) Validity of the Agreement. All corporate and other proceedings required
to be taken by the Sellers and by EABG in order to enter into and to carry out
the Agreement have been duly and properly taken. The Agreement has been duly
executed by the Sellers and by EABG, and constitutes the valid and binding
obligation of each of them, except to the extent limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws relating to or
effecting generally the enforcement of creditors rights. The execution and
delivery of the Agreement and the carrying out of its purposes will not result
in the breach of any of the terms or conditions of, or constitute a default
under or violate, EABG's Certificate of Incorporation or By-Laws, or any
material agreement, lease, mortgage, bond, indenture, license or other material
document or undertaking, oral or written, to which EABG or the sellers is a
party or is bound or may be affected, nor will such execution, delivery and
carrying out violate any order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other governmental body; and
the business now conducted
by EABG can continue to be so conducted after completion of the transaction
contemplated hereby, with EABG as a subsidiary of AMD.
(m) Enforceability of the Agreement. When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated herein and made a part
hereof are legal, valid, and enforceable by AMD according to their terms, except
to the extent limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or effecting generally the enforcement of
creditors rights and that at the time of such execution and delivery, AMD will
have acquired title in and to the EABG Shares free and clear of all claims,
liens and encumbrances.
(n) Access to Books and Records. AMD will have full and free access to
EABG's books during the course of this transaction prior to Closing, during
regular business hours.
(o) EABG Financial Statements. EABG has conducted no business to date and
has no audited financial statements.
4. Warranties and Representations of AMD. In order to induce the Sellers and
EABG to enter into the Agreement 'and to complete the transaction contemplated
hereby, AMD warrants and represents to EABG and Sellers that:
(a) Organization and Standing. AMD is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, is
qualified to do business as a foreign corporation in every other state in which
it operates to the extent required by the laws of such states, and has full
power and authority to carry on its business as now conducted and to own and
operate its assets, properties and business.
(b) Capitalization. AMD's entire authorized equity capital consists of
50,000,000 shares of voting common stock, $.001 par value. Prior to the Closing,
and issuance of the shares as specified in Paragraph 2, above, AMD will have
issued and outstanding 42,650 shares after the presently issued and outstanding
21,324,763 shares are reverse split on a 1 share for 500 share basis. At the
Closing, AMD will issue the shares as specified in Paragraph 2, above. other
than the AMD shares registered on Form S-8, the AMD common stock will be issued
under Section 4(2) as "restricted securities" as defined in Rule 144 of the '33
Act. Upon issuance, all of the AMD Common Stock will be validly issued fully
paid and non assessable. The relative rights and preferences of AMD's equity
securities are set forth on the Certificate of Incorporation, as amended and
AMD's By-laws (Exhibit "G" hereto). There are no other voting or equity
securities convertible into voting stock, and no outstanding,subscriptions,
warrants, calls, options, rights, commitments or agreements by which AMD is
bound, calling for the issuance of any additional shares of common stock or any
other voting or equity security. The By-laws of AMD provide that a simple
majority of the shares voting at a stockholders, meeting at which a quorum is
present may elect all of the directors of AMD. Cumulative voting is not provided
for by the By-Laws or Certificate of Incorporation of AMD. Accordingly, as of
the Closing the 4,968,000 shares being issued to and the 25,000 Shares being
purchased by the Sellers, will constitute approximately 92% of the approximately
5,400,000 shares of AMD which will then be issued and outstanding, which
includes, inter alia, that same percentage of AMD's voting power, right to
receive dividends, when, as and if declared and paid, and the right to receive
the proceeds of liquidation attributable to common stock; if any.
(c) Reporting Status. AMD is a public company, trading on the OTC Bulletin
Hoard and is a reporting company under Section 12(g) of the '34 Act, and is
current in its reports.
(d) Ownership of shares. By AMD's issuance of the AMD Common shares to the
Sellers pursuant to the Agreement, the Sellers will thereby acquire good,
absolute marketable title thereto,free and clear of all liens, encumbrances anal
restrictions of any nature whatsoever, except by reason of the fact that such
AMD shares will not have been registered under
the '33 Act.
(e) Significant Agreements. AMD is not and will not at Closing be bound by
any of the following, unless specifically listed in Exhibit "H" hereto:
(i) Employment, advisory or consulting contract;
(ii) Plan providing for employee benefits of any nature;
(iii) Lease with respect to any property or equipment;
(iv) Contract or commitment for any future expenditure in excess of $1,000
in the aggregate.
(v) Contract or commitment pursuant to which it has assumed, guaranteed,
endorsed, or otherwise become liable for any obligation of any other person,
firm or organization;
(vi) Contract, agreement, understanding, commitment or arrangement, other
than in the normal course of business, not fully disclosed or set forth in the
Agreement;
(vii) Agreement with any person relating to the dividend, purchase or sale
of securities, that has not been settled by the delivery or payment of
securities when due, and which remains unsettled upon the date of the Agreement.
(f) Taxes. AMD has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental agencies,
wherever situate, and has paid all taxes as shown on such returns. All of such
returns are true and complete.
(g) No Pending Actions. There are no legal actions, lawsuits, proceedings
or investigations, either administrative or judicial, pending or threatened,
against or affecting AMD, or against any of AMD's officers or directors and
arising out of their operation of AMD. AMD has been in compliance with, and has
not received notice of violation of any law, ordinance or regulation of any kind
whatever, including, but not limited to, the '33 Act, the Securities Exchange
Act of 1934, as amended, the Rules and Regulations of the SEC, or the Securities
Laws and Regulations of any state. AMD is not an investment company as defined
in the Investment Company Act of 1940.
(h) Corporate Records. All of AMD's books and records, including, without
limitation, its books of account corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its date
of incorporation; all of said books and records will be delivered to AMD's new
management at the Closing,
(j) No Misleading Statements or Omissions. Neither the Agreement nor any
financial statement, exhibit, schedule or document attached hereto or presented
to Sellers in connection herewith contains any materially misleading statement,
or omits any fact or statement necessary to make the other statements or facts
therein set forth not materially misleading.
(j) Validity of the Agreement.All corporate and other proceedings required to
be taken by AMD in order to enter into and to carry out the Agreement have been
duly and properly taken. The Agreement has been duly executed by AMD, and
constitutes a valid and binding obligation of Arm. The execution and delivery
of-the Agreement and the carrying out of its purposes will not result in the
breach of any of the terms or conditions of, or constitute a default under or
violate, AMD's Certificate of Incorporation or By-Laws, or any agreement, lease,
mortgage, bond, indenture, license or other document or undertaking, oral or
written, to which MD is a party or is bound or may be affected, nor will such
execution, delivery and carrying out violate any order, writ, injunction,
decree, law, rule or regulation of any court, regulatory agency or other
governmental body.
(k)Enforceability of the Agreement. When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated herein arid made a part
hereof are legal, valid, and enforceable by EABG and the Sellers according to
their terms, and have acquired good, marketable title in arid to the AMD Common
Shares acquired pursuant hereto, free and clear of all liens and encumbrances.
(1) Access to Books and Records. EABG and Sellers will have full and free
access to AMD's books and records during the course of this transaction prior to
and at the Closing.
(m) AMD Financial Statements. At or before the Closing, AMD will provide
EABG and sellers with recent audited financial statements, which will be
certified in accordance with GAAP by independent certified public accountants
with substantial SEC experience.
(n) AMD Financial Condition. As of the Closing, AMD will on have no assets
or liabilities.
(o) Stockholder Approval. Immediately upon the signing of the Agreement,
AMD will submit to its stockholders by meeting or consent the matters described
in section 7(b)(i) herein,
5. Term. All, representations, warranties, covenants and agreements made
herein and in the exhibits attached hereto shall survive the execution and
delivery of the Agreement and payment pursuant thereto.
6. The AMD Shares and EABG Shares. A11 of the AMD common shares shall be
validly issued, fully-paid and non-assessable shares of AMD arid EABG Shares,
with full voting rights, dividend rights, and right to receive the proceeds of
liquidation, if any, as set forth in the respective Articles of Incorporation.
7. Conditions Precedent to Closing.
(a) The obligations of EABG and Sellers under this Agreement shall be and
are subject to fulfillment, prior to or at the Closing, of each of the following
conditions:
(i) That AMD's representations and warranties contained herein shall be
true and correct at the time of Closing, as if such representations and
warranties
were made at such time;
(ii) That AMD in all material respects shall have performed or complied with
all agreements, terms and conditions required by this Agreement to be performed
or
complied with by it prior to or at the time of the Closing;
(iii) That AMD's directors, by proper and sufficient vote taken either by
consent of shareholders or at a meeting duly and properly called and held, shall
have properly approved all of the matters described in Section 7(b)(I) herein;
and
(b) The obligations of AMD under the Agreement shall be and are subject to
fulfillment, prior to or at the Closing of each of the following conditions;
(i) That AMD's Shareholders and Board of Directors, by proper and sufficient
vote, shall have approved this Agreement and the transactions contemplated
hereby; approved the resignation of all of AMD's current directors and the
election of up to 3 designees of EABG to serve as directors in place of AMD's
current directors; approved a change of AMD's corporate name to such name as may
be selected by EABG;
(ii) That EABG's and Sellers' representations and warranties contained
herein shall be true and correct at the time of Closing as if such
representations and warranties were made at such time, and that there shall have
been no Material
Adverse Effect with respect to EABG; and AMD shall have received a certificate
of EABG and sellers to such an effect signed by a duly authorized officer of
EABG and by each of the Sellers; and
(iii) That EABG and Sellers shall have performed or complied with all
agreements, terms and conditions required by this Agreement to be performed or
complied with by them prior to or at the time of closing, and AMD shall have
received a Certificate of EABG and Sellers to such effect signed by a duly
authorized officer of EABG and by each of the Sellers.
8. Termination. The Agreement may be terminated at any time before or at
Closing, by:
(a) The mutual agreement of the parties;
(b) Any party if:
(i) Any provision of this Agreement applicable to a party shall be
materially
untrue or fail to be accomplished.
(ii) Any legal proceeding shall have been instituted or shall be imminently
threatening to delay, restrain or prevent the consummation of this Agreement or
any material component thereof.
(c) upon termination of this Agreement for any reason, in accordance with
the terms and conditions set forth in this paragraph, each said party shall bear
all costs and expenses as each party has incurred and no party shall be liable
to the others for such coats and expenses.
9. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
10. Miscellaneous Provisions. This Agreement is the entire agreement between
the
parties in respect of the subject matter hereof, and there are no other
agreements, written or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.
11. Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at 1:00 P.M. on the first business day after the
latter of the Sellers approving this Agreement or the shareholders of AMD
approving this
Agreement and the matters referred to in Section 7(b)(i), or such other date as
the parties hereto shall agree upon. At the Closing, all of the documents and
items referred to herein shall be exchanged.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
13. Counterparts. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the date and year above first written.
SELLERS: ASSOCIATED MEDICAL DEVICES, INC.
By:/s/ Xxxx Xxxxxx By:_________________________
Xxxx Xxxxxx Xxxxx X. Little, President
GOLDCROWN HOLDINGS LIMITED EURO AMERICAN BUSINESS GROUP, INC .
By: ______________ By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, President
