Exhibit 2.3
AMENDMENT II TO REORGANIZATION PLAN AND AGREEMENT
WHEREAS: The parties hereto have entered into a PLAN AND AGREEMENT ("Agreement")
dated as of December 31, 2000 by and among Innovation International, Inc., a
Delaware corporation ("INNO"), Hosp-Italia Industries, Inc., a Nevada
corporation organized by INNO ("USIT"), Hospitalia S.r.l, a corporation limited
by quotas organized under the Italian Civil Code 2,472 through 2,500 ("ITALIA")
and Xxxxxx Xxxxxxxxx, the Majority shareholder of ITALIA ("XXXXXXXXX" or "the
OWNERS"); and
WHEREAS: the closing of the transactions contemplated by that agreement was held
on March 23, 2001, at which time Italia became a subsidiary of USIT and Italia
owned an indirect interest in Days Master Italia, which had become the principal
operating asset of the parties ("DMI"); and
WHEREAS: The parties entered into an Amendment ("Amendment I") to the Agreement
on July 31, 2001; and
WHEREAS: The parties desire to amend Amendment I in its entirety and replace it
by substitution of this Amendment II which shall become effective as of July 31,
2001; and
WHEREAS, the purpose of this Amendment is that USIT shall acquire 100% of DMI
and divest of its interest Italia and any indirect interest owned through
Italia; and
WHEREAS, USIT presently owns indirectly 20.5% of DMI through USIT's ownership of
98% of ITALIA which owns 54.5% of ABC which owns 38% of DMI; and
WHEREAS, USIT desires to acquire the remaining 79.5% of DMI as well as direct
ownership of the aforesaid 20.5% of DMI; and
WHERAS USIT desires to divest its 98% of ITALIA ; and
WHEREAS ITALIA is uniquely capable of implementing USIT's direct acquisition of
DMI; and
WHEREAS ITALIA desires to acquire its 98% quota from USIT under the provisions
of all relevant Italian law affecting such acquisitions.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises herein
set forth, and subject to the terms and conditions hereof, the parties agree as
follows:
1. ITALIA's 100% ACQUISITION OF DMI. Effective with the signing of this
Agreement USIT hereby issues to ITALIA, 13,353,548 shares of the common
stock of USIT and authorizes ITALIA to use those shares as payment for the
acquisition by ITALIA of 100% of the capital stock of DMI from the
shareholders of DMI. Certificates evidencing those shares shall be issued
to the shareholders of DMI upon instruction from ITALIA.
2. CONSIDERATION FOR SHARES. As consideration for the 13,353,548 shares of
common stock, ITALIA shall deliver 79.5% of the shares of DMI to USIT.
Payment of the Consideration may be delayed hereunder until a date not
later than December 31, 2001 if such delay is required in order to permit
ITALIA to carry out the documentary procedures required under Italian law
to transfer stock ownership. In order to secure payment of the
consideration hereunder, ITALIA agrees and USIT accepts that this Agreement
shall constitute the absolute and lawful debt of ITALIA to USIT in the
amount of $507,744 which is equal to 79.5% of the Unaudited Book Value of
DMI taken from its Unaudited Balance Sheet as of July 31, 2001. ITALIA
promises to pay said $507,744 to USIT on demand if ITALIA shall fail to
deliver the DMI stock Consideration payable hereunder, on or before
December 31, 2001.
3. ITALIA ACQUISITION OF ITS 98% QUOTA FROM USIT. On the effective date of
this Agreement ("the Closing Date") and subject at all times to the
provisions of Paragraph 9 hereof, ITALIA hereby acquires from USIT and USIT
hereby sells to ITALIA all of USIT's ownership rights in and to the Quotas
of ITALIA heretofore owned by USIT, constituting a 98% ownership of ITALIA
by USIT, all for the Consideration described herein below. Certificates
evidencing those quotas shall be issued only under instructions from ITALIA
and only in such names and denominations as ITALIA shall, at its sole
discretion, instruct USIT. All further assurances required to be given
hereunder at Paragraph 19 will be expanded to include the right for ITALIA
to so instruct USIT, which instruction if any shall be binding upon USIT,
that said Quotas be delivered to nominees of ITALIA in accordance with
Italian law.
4. CONSIDERATION. As consideration for the 98% Quota, ITALIA shall deliver
20.5% of the shares of DMI to USIT. Payment of the Consideration may be
delayed hereunder until a date not later than December 31, 2001 if such
delay is required in order to permit ITALIA to carry out the documentary
procedures required under Italian law to transfer stock ownership. In order
to secure payment of the consideration hereunder, ITALIA agrees and USIT
accepts that this Agreement shall constitute the absolute and lawful debt
of ITALIA to USIT in the amount of $130,928 which is equal to 20.5% of the
Unaudited Book Value of DMI taken from its Unaudited Balance Sheet as of
July 31, 2001. ITALIA promises to pay said $1300,928 to USIT on demand if
ITALIA shall fail to deliver the DMI stock Consideration payable hereunder,
on or before December 31, 2001.
5. THE CLOSING. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place on the date hereof, as of the effective
date.
WHEREAS: the representations and agreements respectively set forth in Article 4
and Article 1 and Article 19 of the Agreement have changed; and
WHEREAS: the parties executing this amendment have agreed that the said articles
shall be and hereby are amended to reflect the changes described below:
4. REPRESENTATIONS OF ITALIA AND THE OWNERS. ITALIA and the OWNERS identified
herein jointly and severally represent and warrant to INNO and USIT as
follows:
(a) Organization. ITALIA is duly organized and validly exists as a business
corporation under the laws of Italy as described herein. ITALIA's properties
shall include a 54.5 % interest in the Italian company known as ABC Alliance
S.r.l ("ABC") in which ITALIA and/or XXXXXXXXX have the power of control. As of
the date hereof ITALIA has the right to acquire 100% interest in the Italian
company known as Days Master Italia S.p.a. ("Days Master"). As of the date
hereof, Days Master holds the exclusive rights to operate hotels in Italy,
Vatican City and the Republic of San Marino under the Days Inn trademarks. Days
Master's principal asset is the license agreement with Cendant Global Services,
B.V. for this franchise. ITALIA and ABC and Days Master have the legal power and
authority to own, operate and lease their respective properties and assets and
to carry on their businesses as now conducted or in accordance with their
business plans, and they are duly qualified to do business wherever the nature
and location of their businesses and assets requires such qualification.
1. ACQUISITION OF ITALIA BY USIT and DISTRIBUTION TO INNO SHAREHOLDERS. USIT
shall issue and deliver to the OWNERS the consideration described in Article 2
below in exchange for 98% of the stock in ITALIA owned by them; whereupon ITALIA
shall then have become a 98% subsidiary of USIT. Upon the effectiveness of a
registration statement on Form SB-2 filed with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, USIT, in
consideration of INNO's surrendering all its interest in USIT, USIT shall
distribute to the shareholders of INNO 2,483,728 shares of USIT $0.001 par value
Common Stock and Warrants to purchase up to an additional 2,483,728 shares of
USIT $0.001 par value Common Stock. Distribution of Shares and Warrants will be
to INNO shareholders on a pro rata basis to their existing ownership of INNO
Common Stock. The distribution to INNO shareholders shall not be delayed or
postponed except to accommodate the preparation and filing of the registration
statement described above and the period required for it to become effective.
Nothing contained in this Agreement or elsewhere shall diminish the obligations
of INNO and USIT to complete the distribution of Shares and Warrants as herein
provided.
19. FURTHER ASSURANCES. Each of the parties agrees that at any time, and
from time to time, it shall execute, acknowledge, deliver and perform, or
cause to be executed, acknowledged, delivered and performed, all such
further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be necessary or proper to carry out the
purposes and intent of this Agreement, including if necessary, but not by
way of limitation, the execution of Promissory Notes, other evidences of
indebtedness, one or more Agreements containing the same essential business
conditions, intended in the aggregate to replace the within agreement. Any
action required to be taken hereunder by a party subject to the
jurisdiction of the laws of Italy, which action is prohibited by Italian
law, may be replaced by an action permitted under Italian law which conveys
the same force and effect upon the U.S. domiciled parties as would the
prohibited action.
IN WITNESS WHEREOF, the parties have executed this Amended Agreement on this
31st day of July 2001.
INNOVATION INTERNATIONAL, USIT.
Attest:
/s/ Xxx X. Xxxxxx /S/ Xxxxx X.Xxxxxx
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Secretary Xxxxx X. Xxxxxx, President
HOSP - ITALIA INDUSTRIES, USIT.
Attest:
/S/ Xxx X. Xxxxxx /S/ Xxxxx X. Xxxxxx
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Asst. Secretary Xxxxx X. Xxxxxx, Vice
President
XXXXXX XXXXXXXXX
/S/ Xxxxxx Xxxxxxxxx
______________________ Witness:___________________
HOSPITALIA s.r.I
/S/ Graziella Bortolazzi, Sole Director
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Attest:
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Secretary
THE OWNERS.
By their agent and representative:
/S/ Xxxxxx Xxxxxxxxx
