STOCK PURCHASE AGREEMENT
Stock Purchase Agreement ("Agreement") dated June 30, 1997, between
VOXCOM HOLDINGS, INC., formerly known as NEWCORP-ONE, INC. a Nevada corporation
("Purchaser"), and Xxxxxxxx X. Xxxxx, Xx., Xxxxxx X. XxXxxxxx and Xxxxx Xxxxxx
("Shareholders"), being the owners of record of all of the issued and
outstanding stock of AmeraPress, Inc., a Nevada corporation ("Company").
WHEREAS, Purchaser wishes to acquire and the Shareholders wish to
transfer all of the issued and outstanding stock of the Company to Purchaser,
and Purchaser desires to purchase same.
NOW, THEREFORE, Purchaser and the Shareholders adopt this plan of
reorganization and agree as follows:
SECTION 1. PURCHASE OF STOCK
1.01 Number of Shares. The Shareholders agree to transfer to Purchaser
at the Closing an aggregate of 10,000 shares of common stock of the Company,
representing 100% of shares outstanding of the Company in exchange for
Purchaser's Promissory Note in the principal amount of $10,000,000 in the form
attached as Exhibit E-1 to this Agreement (the "Note") secured by a pledge of
the stock pursuant to the Pledge Agreement in the form of Exhibit E-2.
1.02 Delivery of Certificates by Shareholders, The transfer of Company
shares by the Shareholders shall be effected by the delivery to Purchaser at the
Closing of certificates representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank, affixed with all necessary
transfer tax and other revenue stamps, acquired at the Shareholders' expense.
1.03 Further Assurances. At the Closing and from time to time
thereafter, the parties shall execute such additional instruments and take such
other actions as either may request in order more effectively to sell, transfer
and assign the transferred stock to Purchaser and to confirm Purchaser's title
thereto.
SECTION 2. CLOSING
2.01 Contemporaneous Closing. The Closing contemplated by Section 1.01
shall be held at the offices of Glast, Xxxxxxxx & Xxxxxx, P.C., counsel to the
Shareholders, contemporaneously with the execution of this Agreement.
2.02 Actions. At the Closing, the parties shall execute and deliver the
documents and take all other actions contemplated by this Agreement.
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SECTION 3. REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDERS
The Shareholders severally, but not jointly, represent and warrant to
the Purchaser as follows:
3.01 Corporate Status. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
is licensed or qualified as a foreign corporation in all locations in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
3.0 Capitalization. The authorized capital stock of the Company
consists of 100,000 authorized shares of Common Stock, par value $0.01 per
share, of which 10,000 are issued and outstanding, all fully paid and
nonassessable.
3.03 Financial Statements. The unaudited financial statements of
Company furnished to Purchaser consisting of balance sheets as of December 31,
1996, and related statements of income for the twelve months then ended, are
materially correct and fairly present the financial condition of Company and its
predecessor as of the dates and for the periods presented, and except as noted
such statements were prepared in accordance with generally accepted accounting
principles consistently applied.
3.04 Undisclosed Liabilities. Company has no liabilities of any nature
except to the extent reflected or reserved against in Company's Balance Sheet,
whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as may
have been incurred in the ordinary course of business since the date of the
Financial Statements.
3.05 Interim Changes. Between the date of the Financial Statements and
the date of this Agreement, there have not been, except as set forth in the
Disclosure Schedule (1) any changes in Company's financial condition, assets,
liabilities or business which, in the aggregate, have been materially adverse;
(2) any damage, destruction or loss of or to Company's property, whether or not
covered by insurance; (3) any declaration or payment of any dividends or other
distribution in respect of Company's capital stock, or any direct or indirect
redemption, purchase or other acquisition or any such stock; or (4) any increase
paid or agreed to in the compensation, retirement benefits or other commitments
to employees.
3.06 Title to Property. Company has good and merchantable title to all
properties and assets, real and personal, reflected in Company's latest Balance
Sheet, except as since sold or otherwise disposed of in the ordinary course of
business, and Company's properties and assets are subject to no mortgage,
pledge, lien or encumbrance, except for liens shown therein.
3.07 Litigation. There is no litigation or proceeding pending, or to
Shareholders' knowledge threatened, against or relating to Company, its
properties or business, except as set forth
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in the Disclosure Schedule.
3.08 Title to Shares. The Shareholders are the owners, free and clear
of any liens and encumbrances, of the number of Company shares, which the
Shareholders have contracted to exchange.
SECTION 4. REPRESENTATIONS, WARRANTIES
AND COVENANTS OF PURCHASER
Purchaser represents and warrants to, and covenants with, the
Shareholders as follows:
4.01 Corporate Status. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
is licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
4.02 Capitalization. The authorized capital stock of Purchaser
following amendment of its Articles of Incorporation, consists of 100,000,000
shares of capital stock, having a par value of $.0001 per share, of which
5,000,000 shares are issued and outstanding, all fully paid and non assessable,
following the issuance thereof pursuant to the Order Confirming Debtor's Second
Amended Plan of Reorganization (as modified) in Case No. LA 89-15370-KL in the
United States Bankruptcy Court, Central District of California (the "Order") and
the Agreement and Plan of Reorganization among Purchaser the Shareholders dated
the date hereof.
4.03 Financial Statement. As of the date of the Closing, Purchaser
represents that the Financial Statements of Purchaser hereto attached as Exhibit
A, are accurate in accordance with generally accepted accounting principles (the
"Purchaser Financial Statements").
4.04 Undisclosed Liabilities. Purchaser has no liabilities of any
nature except to the extent reflected in the Purchaser Financial Statements.
Purchaser has not conducted any business whatsoever since the date of its
incorporation.
4.05 Interim Changes. Between the date of the Purchaser Financial
Statements, and the date of this Agreement, there have not been, except as set
forth in the Disclosure Schedule (1) any changes in Purchaser's financial
condition, assets, liabilities or business which, in the aggregate, have been
materially adverse; (2) any damage, destruction or loss of or to Purchaser's
property, whether or not covered by insurance; (3) any declaration or payment of
any dividends or other distribution in respect of Purchaser's capital stock, or
any direct or indirect redemption, purchase or other acquisition of any such
stock; or (4) any increase paid or agreed to in the compensation, retirement
benefits or other commitments to employees.
4.06 Title to Property. Purchaser has good and merchantable title to
all properties and assets, real and personal, reflected in Purchaser's latest
Balance Sheet, if any, except as since sold
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or otherwise disposed of in the ordinary course of business, and Purchaser's
properties and assets are subject to no mortgage, pledge, lien or encumbrance,
except for liens shown therein.
4.07 Litigation. There is no litigation or proceeding pending, or to
Purchaser's knowledge threatened, against or relating to Purchaser, its
properties or business, except as set forth in the Disclosure Schedule.
4.08 Investment Intent. Purchaser is acquiring the Company shares to be
transferred to it under this Agreement for investment and not with a view to the
sale or distribution thereof, and Purchaser has no commitment or present
intention to liquidate Company or to sell or otherwise dispose of its stock.
4.09 Corporate Authority. Purchaser has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to the Shareholders at the Closing a certified copy
of resolutions of its Board of Directors authorizing execution of this Agreement
by its officers and part performance thereunder.
4.10 Due Authorization. Execution of this Agreement and performance by
Purchaser hereunder has been duly authorized by all requisite corporate and
shareholder action on the part of Purchaser, and this Agreement constitutes a
valid and binding obligation of Purchaser. Performance hereunder will not
violate any provision of Purchaser's Articles of Incorporation, Bylaws,
agreements, mortgages, agreements with third parties or other commitments.
SECTION 5. INDEMNIFICATION
5.01 Indemnification of Purchaser. The Shareholders severally (and not
jointly) agree to indemnify Purchaser against any loss, damage or expense
(including reasonable attorneys' fees) suffered by Purchaser from (1) any breach
by the Shareholders of this Agreement; or (2) any inaccuracy in or breach of any
of the representations, warranties or covenants by the Shareholders herein;
provided, however that (a) Purchaser shall be entitled to assert rights of
indemnification hereunder only if and to the extent that it suffers losses,
damages and expenses (including reasonable attorneys' fees) exceeding $50,000 in
the aggregate; and (b) Purchaser shall give notice of any claims hereunder
within the twenty-four (24) month period beginning on the date of the Closing.
No loss, damage or expense shall be deemed to have been sustained by Purchaser
to the extent of insurance proceeds paid to, or tax benefits realizable by,
Purchaser or Company as a result of the event giving rise to such right to
indemnification.
5.02 Indemnification of Shareholders. Purchaser agrees to Indemnify the
Shareholders against any loss damage or expense (including reasonable attorneys'
fees) suffered by any of the Shareholders from (1) any breach by Purchaser of
this Agreement; or (2) any inaccuracy in or breach of any of Purchaser's
representations, warranties or covenants herein.
5.03 Defense of Claims. Upon obtaining knowledge thereof, the
indemnified party shall
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promptly notify the indemnifying party of any claim which has given or could
give rise to a right of indemnification under this Agreement If the right of
indemnification relates to a claim asserted by a third party against the
indemnified party, the indemnifying party shall have the right to employ counsel
acceptable to the indemnified party to cooperate in the defense of any such
claim. So long as the indemnifying party is defending any such claim in good
faith, the indemnified party will not settle such claim. If the indemnifying
party does not elect to defend any such claim, the indemnified party shall have
no obligation to do so.
SECTION 6. GENERAL PROVISIONS
6.01 Further Assurances. At any time, and from time to time, after the
Effective Date, each Company will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
6.02 Waiver. Any failure on the party of either party hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to who such compliance is owed.
6.03 Brokers. Each party represents to the other party that no broker
or finder has acted for it in connection with this Agreement, and agrees to
indemnify and hold harmless the other party against any fee, loss or expense
arising out of claims by brokers or finders employed or alleged to have been
employed by it.
6.04 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in person or sent
by prepaid first-class registered or certified mail, return receipt requested,
as follows:
To:
Voxcom Holdings, Inc.
00000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: President
To Shareholders:
c/o Xxxxxxxx X. Xxxxx, Xx.
00000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxxxx 00000
6.05 Entire Agreement. This Agreement constitutes the entire agreement
between the
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parties and supersedes and cancels any other agreement, representation, or
communication, whether oral or written, between the parties hereto relating to
the transactions contemplated herein or the subject matter hereof.
6.06 Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.07 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada.
6.08 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
6.09 Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
6.10 Disclosure Schedule. The Disclosure Schedule shall be attached
hereto prior to execution and shall contain any matter for which information may
be called for by any Section of this Agreement in order to clarify, amend or
render accurate such information.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date first above written.
VOXCOM HOLDINGS, INC.
By:/s/ Xxxxxx Xxxxx
--------------------------
Name: Xxxxxx Xxxxx, President
/s/ Xxxxxxxx X. Xxxxx, Xx.
-----------------------------
Xxxxxxxx X. Xxxxx, Xx.
/s/ Xxxxxx X. XxXxxxxx
-----------------------------
Xxxxxx X. XxXxxxxx
/s/ Xxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx
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