Plan and Agreement or Reorganization
By Exchange By INTEGRATED TECHNOLOGY GROUP,A Nevada Corporation
Of its voting stock for Stock in and of
SAFE TIRE DISPOSAL CORP., a Delaware corporation
Integrated Technology Group, a Nevada corporation (hereinafter sometimes called
"Integrated") and Safe Tire Disposal Corp., a Delaware Corporation, (hereinafter
sometimes called "Safe Tire") hereby agree as follows:
Article I Plan Adopted
Section 1.01: Plan of Reorganization.
A plan of reorganization of Integrated and Safe Tire is hereby adopted as
follows:
a. Safe Tire will cause to be transferred to Integrated 1,000 shares of common
stock of $.001 par value, 9,535,000 common shares of Safe Tire constituting one
hundred percent (100%) of the issued and outstanding shares thereof, pursuant to
the terms and conditions hereinafter set forth.
b. In exchange for the shares transferred by Safe Tire pursuant to this
agreement, Integrated will cause to be issued and delivered to Safe Tire Nine
Million (9,000,000) par value One Mil ($0.001) common shares of Integrated and
Twenty-Five Thousand 25,000 additional shares to be issued in exchange for legal
services and to :finders. These shares will, when issued, constitute Eighty and
Eighty-Nine One Hundredths percent (80.89010) of the total shares of Integrated
which will be outstanding immediately after closing. The said common stock of
lntegrated will, when issued, be validly authorized and issued, fully paid and
nonassessable.
Section 1.02: Closing Date
Subject to the conditions set forth herein, the plan of reorganization will be
closed and consummated on or before July 10, 2000 at such place as may be fixed
by mutual consent of the parties. The date of such consummation is the "Closing
Date" or "Closing" as referred to herein.
Article n Covenants, Representations, and Warranties of lntegrated Section 2.01:
Legal Status
Integrated is a corporation duly organized, validly existing and in good
standing under the laws of Nevada with lawful power to conduct all businesses in
which it is engaged in all jurisdictions in which it is found.
Section 2.02: Shares Outstanding
Integrated has an authorized capitalization of Fifty Million (50,000,000) common
shares of One Mil ($0.001) par value. There are presently Eight Million
(8,000,000) shares thereof outstanding. Integrated warrants that prior to the
closing it will convey all the present assets of lntegrated to Xxxx X. Xxxx and
X. Xxxxx Xxxx in exchange for 5,900,000 common shares which are presently vested
in them so that there will be, immediately prior the closing of this agreement,
not more than Two Million One Hundred Thousand (2,100,000) common shares
outstanding. It is further agreed that in connection with the closing, an
additional Twenty-Five Thousand (25,000) will be issued for legal and finders'
less, so that there will be, immediately to the closing, a total of 2,125,OOO
Integrated shares outstanding. There are currently no outstanding options,
warrants, or securities convertible into common stock of lntegrated outstanding
except one (1) option to acquire 100,000 shares at a striking price of Six
Dollars ($6) per share, with registration rights which Integrated hereby agrees
to honor.
Section 2.03: Financial Condition
Integrated is subject to the reporting requirements of § 15(d) of the
Securities Exchange Act of 1934 and has filed all annual, quarterly and current
reports which have been required to be filed thereunder. Certain of such files
have not been timely. Copies of Integrated's Form 10-KSB for the fiscal year
ended June 30, 1999 and all quarterly and current reports filed thereafter are
attached hereto as Exhibit " A " and by this reference incorporated herein as if
set forth at length. The financial statements of lntegrated which are
incorporated in such reports fully and accurately present the financial
condition of Integrated at the dates indicated.
Section 2.04: Performance Not Violative of Any Instrument
The performance by Integrated of its obligations under this agreement will not
result in any breach of the terms of the conditions of, or constitute a default
under, any agreement or instrument to which Integrated is a party, or by the
terms of which Integrated is bound.
Section 2.05: Material Contracts
Integrated is not, and at the closing date will not be a party to, or bound by
any material, oral, or written contract for the employment of any officer or
employee or commitment for any special bonus, compensation or severance pay; or
any pension, profit-sharing, retirement, or stock purchase plan with its
employees or others; or any contract with any labor union.
Section 2.06: Litigation
There are not now, and at the closing there will not be any material claims,
actions, proceedings, or investigations pending or threatened against Integrated
in any court or regulatory agency, nor any orders, writs, or injunctions issued
out of any such court or agency affecting Integrated. Section 2.07: Taxes
Integrated does not owe any state, federal, or local taxes and has filed all tax
returns required to be filled by it excepting those related to accrued taxes for
the current year, filings on which are not yet due.
Section 2.08: Securities to be Issued
The shares of lntegrated to be issued pursuant to this agreement are of One Mil
($0.001) par value and have equal voting rights as all other shares of
Integrated outstanding. Safe Tire hereby acknowledges its awareness that said
shares will not, when issued, have been registered under either the Securities
Act of 1933 or under applicable securities laws of any state; but are being
issued in reliance on the exemption from federal regulation provided by Section
4(2) of the Securities Act of 1933 for transactions not involving any public
offering and from state registration by applicable isolated transaction or
private placement exemptions. Safe Tire, for itself and its stockholders,
acknowledges that the shares issued pursuant hereto will be "restricted
securities" as that phrase is defined by paragraph (a)(3) of SEC Rule 144 under
the Act. In connection therewith, Safe Tire acknowledges, warrants, and
represents as follows:
a. It has received and reviewed, as to Integrated, the Form 10-KSB for the
fiscal year ended June 30, 1999 which was filed via the SEC's XXXXX filing
system on November 16, 1999, the Form 10-QSB for the quarter ended September
21,1999 which was filed on December 21, 1999, and the Form 10- QSB for the
quarter ended December 31, 1999 which was filed on February 23, 2000.
b. Safe Tire is a business entity whose officers, directors and stockholders
have sufficient business experience to evaluate this transaction. Safe Tire and
its stockholders are financially able to bear the risk of their investment in
Integrated's common shares.
c. Safe Tire and its stockholders are purchasing Integrated's shares for their
own accounts, for purposes of investment and not with a view to distribution.
d. Safe Tire, for itself and its stockholders, consents to the placement on each
certificate representing shares of Integrated issued pursuant hereto, of a
standard form investment legend stating that the shares are not registered under
the Securities Act of 1993, as amended (the "Act") and cannot be sold,
hypothecated, or transferred without registration under the Act or under an
appropriate exemption from registration. Safe Tire acknowledges its familiarity
with Section 4(1) of the Act and SEC Rule 144, which generally govern resale of
restricted securities, and further concedes that Integrated has not represented,
directly or indirectly, that the exemption provided by either rule will ever be
available to Safe Tire its assignees or stockholders. Safe Tire intends to
transfer the shares issued to it hereunder pro rata, to its stockholders (of
which there are no more than Thirty (30); and intends to rely on applicable
"private offering" and/or isolated transactions in so doing. In delivering such
shares to its stockholders, Safe Tire will advise the takers that the shares are
restricted securities and cannot be sold, transferred or hypothecated unless
registered under the Act or if there is available some exemption from
registration to cover such transaction. Safe Tire agrees to take all reasonable
measures to insure that those stockholders are taking their shares for
investment and not with a view to distribution, that they understand the rules
limiting secondary transfer of the shares, and that the certificates will bear
appropriate restrictive legends and be subject to stop transfer instructions.
e. Safe Tire hereby consents to the placement of "stop-transfer" instructions as
to all shares issued to it hereunder and agrees to procure consent to such
instructions from its transferees.
Article III
Section 3.01: Access to Business Records of Integrated Pending the Closing
Integrated will afford Safe Tire or its accredited representatives, pending
closing, full access during normal business hours to all properties, books,
accounts, contracts, commitments, and records of every kind of Integrated.
Section 3.02: Copies
In addition, Integrated will permit Safe Tire to make extracts or copies of all
such documents and to supply such additional information or material as may be
reasonably necessary to fully inform Safe Tire of the condition of lntegrated.
All such information will be held in confidence.
Article IV Covenants, Representations, and Warranties of Safe Tire
Section 4.01: Legal Status
Safe Tire is a corporation duly organized existing, and in good standing under
the state of Oklahoma, with legal authority to enter into this transaction.
Section 4.02: Corporate Approval
Safe Tire warrants that it has taken all corporate actions and duly adopted all
resolutions required by its charters and by-laws to permit its officers to enter
into this transaction as its authorized agents.
Section 4.03: Material Contracts
Except as may be attached hereto as Exhibit "B", Safe Tire is not, and at the
closing date will not be a party to, or bound by any material, oral, or written
contract for the employment of any officer or employee or commitment for any
special bonus, compensation or severance pay; or any pension, profit-sharing,
retirement, or stock purchase plan with its employees or others; or any contract
with any labor union.
Section 4.05: Litigation
There are not now, and at the closing there will not be any material claims,
actions, proceedings, or investigations pending or threatened against Safe Tire
in any court or regulatory agency which would bar or infringe the conveyances
contemplated hereby or the value of the assets conveyed.
Section 4.06: Taxes
Safe Tire does not owe any state, federal, or local taxes, and has filed all tax
returns required to be filed by it.
Section 4.07: Financial Condition
Safe Tire represents and warrants that its audited financial statements attached
hereto as Exhibit "C" accurately present the financial condition of Safe Tire as
of the dates indicated, and that those statements have been prepared and are
presented in accordance with generally accepted accounting principles.
Section 4.08: Taxes
Safe Tire represents that it has filed all state and federal tax returns
required to be filed by it in any jurisdiction in which it does business, as
well as all environmental reports or disclosures which are required by
applicable state or federal laws. Safe Tire does not owe any unpaid state or
federal taxes except accrued taxes not yet due and payable.
Section 4.09: Environmental Issues
Safe Tire is in the business of disposing of and reclaiming constituent
components of used tires. The tire disposal industry is subject to state and
federal regulations related to environmental safety. Safe Tire warrants and
represents that it is in compliance with all applicable state and federal
regulations related to used tire disposal and use in all jurisdictions in which
it does business. Safe Tire further warrants that it will provide to Integrated
for incorporation in all filings required to be made by Integrated under Section
15(d) of the Securities Exchange Act of 1934 complete and accurate information
covering all environmental disclosures required to be made under the Exchange
Act.
Section 4.10: Agreement not to Reverse Split Common Shares
Safe Tire agrees that it will not vote any of the common shares issued pursuant
hereto in favor of any reverse split of the outstanding common shares of
lntegrated for a period of two (2) years from the closing. It further agrees
that it will obtain the written agreement of each person to whom it assigns any
such shares, or any interest therein, that the purchaser or assignee will not
vote any such shares in favor of any reverse split of lntegrated common shares
for a period of two (2) years from the closing.
Section 4.11: Indemnification of Officers and Directors
Safe Tire hereby indemnifies Xxxx X. Xxxx and X. Xxxxx Xxxx, who are officers,
directors and controlling stockholders of Integrated, from any claim arising
from their conduct as officers, directors or controlling stockholders of
lntegrated, except (a) liabilities which may arise under the Securities Act of
1933, the Securities Exchange Act of 1934, or any other applicable provision of
federal securities laws, and (b) liabilities arising from fraud, willful
misconduct, or gross negligence.
Article V
Section 5.01: Conduct of Business of Safe Tire Pending the Closing
Safe Tire will be entitled to conduct their regular and ordinary business
pending the closing.
Article VI Miscellaneous
Section 6.01: Notices.
Any notice or other communications required hereby will be deemed delivered when
deposited in the United States mails for transmittal by certified or registered
mail, postage prepaid, return receipt requested, addressed to the respective
corporate and individual parties hereto as set forth on Exhibit "D" hereto.
Section 6.02: Entire Agreement Counterparts.
This instrument and the exhibits and schedules hereto contain the entire
agreement of the parties. It may be executed in any number of counterparts, each
of which will be deemed original, but such counterparts together constitute only
one and the same instrument.
Section 6.03: Controlling Law.
The validity, interpretation of terms and performance of this agreement will be
governed by and constructed under the laws of Nevada. WHEREFORE, we have set our
hands hereto this 3Oth day of June, 2000.
INTEGRATED TECHNOLOGY GROUP
By: /s/ Xxxx X. Xxxx
------------------------
Xxxx X. Xxxx,President
Attest:
/s/ X. Xxxxx Xxxx
------------------------
X. Xxxxx Xxxx, Secretary
SAFE TIRE DISPOSAL CORP.
By: /s/ Xxxxx Xxxxxx
------------------------
Xxxxx Xxxxxx, President
Attest:
/s/ C. Xxx Xxxxxxx Secretary
