EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT (the "Plan") effective as of the 5th day of June,
1998, between Seafoods Plus, Ltd., a Utah corporation ("Seafoods"); Xxxxxx
Services, Inc., a Utah corporation ("Xxxxxx Services"), Xxxxx X. Xxxxxx and
Xxxxxxx X. Xxxxxx, principal stockholders of Seafoods and Xxxxxx Services
(collectively referred to herein as "Xxxxxx"); Cadapult Graphic Systems, Inc., a
New Jersey corporation ("Cadapult"); and all of the stockholders of Cadapult
(the "Cadapult Stockholders");
W I T N E S S E T H :
Seafoods wishes to acquire and the Cadapult Stockholders wish to
exchange all of the outstanding common stock of Cadapult for common stock of
Seafoods in a transaction qualifying as a tax-free exchange pursuant to Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended; and
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, IT IS AGREED:
Section 1
Exchange of Stock
-----------------
1.1 Number of Shares. The Cadapult Stockholders agree to transfer
to Seafoods at the closing (the "Closing") 100% of the outstanding securities of
Cadapult, which are listed in Exhibit A hereof attached hereto and incorporated
herein by reference (the "Cadapult Shares"), in exchange for 1,650,000 shares of
the one mill ($0.001) par value "unregistered" and "restricted" common voting
stock of Seafoods.
1.2 Delivery of Certificates by Cadapult Stockholders. The
transfer of the Cadapult Shares by the Cadapult Stockholders shall be effected
by the delivery to Seafoods at the Closing of stock certificates representing
the transferred shares duly endorsed in blank or accompanied by stock powers
executed in blank, with all signatures witnessed or guaranteed to the
satisfaction of Seafoods and with all necessary transfer taxes and other revenue
stamps affixed and acquired at the Cadapult Stockholders' expense.
1.3 Further Assurances. At the Closing and from time to time
thereafter, the Cadapult Stockholders shall execute such additional instruments
and take such other action as Seafoods may request in order to exchange and
transfer clear title and ownership in the Cadapult Shares to Seafoods.
1.4 Resignation of Present Directors and Executive Officers and
Designation of New Directors and Executive Officers. On Closing, the present
directors and executive officers of Seafoods, Xxxxxxxx X. Xxxxxxxx, Xxxxx
Xxxxxxx and Xxxxx Xxxxxxx, shall resign, in seriatim, and designate the
directors and executive officers nominated by Cadapult to serve in their place
and stead, until the next respective annual meetings of the stockholders and
Board of Directors of Seafoods, and until their respective successors shall be
elected and qualified or until their respective prior resignations or
terminations.
1.5 Name Change. As soon as practicable following the Closing, the
Certificate of Incorporation of Seafoods shall be amended to change the name of
Seafoods to "Cadapult Graphic Systems, Inc." There shall be no other shares,
options, warrants or rights of any kind to Seafoods shares outstanding prior to
closing.
1.6 Change of Domicile. Seafoods shall change its domicile to New
Jersey or Delaware, as selected by Cadapult and the Cadapult Stockholders,
subject, however, to the approval of persons owning the required number of
shares of the outstanding voting securities of Seafoods in accordance with the
Utah Revised Business Corporation Act.
1.7 Assets and Liabilities of Seafoods at Closing. Seafoods shall have
no material assets and no liabilities at Closing, and Xxxxxx shall indemnify and
hold Cadapult and the Cadapult Stockholders harmless from any past liabilities
that may be discovered. A Letter of Indemnification is attached hereto as
Exhibit B and incorporated herein by reference.
Section 2
Closing
-------
The Closing contemplated by Section 1.1 shall be held at the offices
of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx, 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, on or before June 18, 1998, unless another place or time is agreed
upon in writing by the parties. The Closing may be accomplished by wire, express
mail or other courier service, conference telephone communications or as
otherwise agreed by the respective parties or their duly authorized
representatives.
Section 3
Representations and Warranties of Seafoods and Xxxxxx
-----------------------------------------------------
Seafoods and Xxxxxx represent and warrant to, and covenant with, the
Cadapult Stockholders and Cadapult as follows:
3.1 Corporate Status. Seafoods is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah 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 (Utah only.) Seafoods is a publicly held
company, having previously and lawfully offered and sold a portion of its
securities in accordance with applicable federal and state securities laws,
rules and regulations. Seafoods is a "reporting issuer," as that term is defined
under the Securities Exchange Act of 1934 (the "1934 Act"), as amended, and the
rules and regulations promulgated thereunder by the Securities and Exchange
Commission; Seafoods is "current" in the filing of all reports required to be
filed by it under the 1934 Act; and such reports are true and correct in every
material respect. There is presently no public market for these or any other
securities of Seafoods; however, its common stock is listed on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD") under
the symbol "SEUS."
3.2 Capitalization. The authorized capital stock of Seafoods consists
of 50,000,000 shares of one mill ($0.001) par value common voting stock, of
which 637,500 shares are issued and outstanding, all fully paid and
non-assessable. There are no outstanding options, warrants or calls pursuant to
which any person has the right to purchase any authorized and unissued common
stock of Seafoods.
3.3 Financial Statements. The financial statements of Seafoods
furnished to the Cadapult Stockholders and Cadapult, consisting of audited
financial statements for the periods ended December 31, 1997 and 1996, attached
hereto as Exhibit C and incorporated herein by reference, and unaudited
financial statements for the period ended March 31, 1998, attached hereto as
Exhibit C-1 and incorporated herein by reference, are correct and fairly present
the financial condition of Seafoods at such dates and for the periods involved;
such statements were prepared in accordance with generally accepted accounting
principles consistently applied, and no material change has occurred in the
matters disclosed therein, except as indicated in Exhibit D, which is attached
hereto and incorporated herein by reference. Such financial statements do not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading. Seafoods has had no operations, as
shown therein, and, as of this date has, and as of the date of closing shall
have, no debts or other obligations, including, but not limited to, taxes,
transfer agent fees, attorney's fees, accounting fees, rent, wages, printing or
mailing costs, insurance or any other claims or liabilities, whether disclosed
or undisclosed.
3.4 Undisclosed Liabilities. Seafoods has no liabilities of any
nature. None are reflected or reserved against in its balance sheets, whether
accrued, absolute, contingent or otherwise, including, without limitation, tax
liabilities and interest due or to become due. Xxxxxx shall indemnify and hold
Seafoods, the Cadapult Stockholders and Cadapult harmless from and against such
liabilities in accordance with Exhibit B hereto.
3.5 Interim Changes. Since the date of its balance sheets, there have
been no (1) changes in financial condition, assets, liabilities or business of
Seafoods; (2) damages, destruction or losses of or to property of Seafoods,
payments of any dividend or other distribution in respect of any class of stock
of Seafoods, or any direct or indirect redemption, purchase or other acquisition
of any class of any such stock; or (3) obligations of any kind incurred as to
anyone, including, but not limited to compensation, retirement benefits or other
commitments to employees.
3.6 Title to Property. Seafoods has good and marketable title to all
properties and assets, real and personal, reflected in its balance sheets, and
the properties and assets of Seafoods are subject to no mortgage, pledge, lien
or encumbrance, and no default exists.
3.7 Litigation. There is no litigation or proceeding pending, or to
the knowledge of Seafoods, threatened, against or relating to Seafoods, its
properties or business. Further, no officer, director or person who may be
deemed to be an affiliate of Seafoods is party to any material legal proceeding
which could have an adverse affect on Seafoods (financial or otherwise), and
none is party to any action or proceeding wherein any has an interest adverse to
Seafoods.
3.8 Books and Records. From the date of this Plan to the Closing,
Seafoods will (1) give to the Cadapult Stockholders and Cadapult or their
respective representatives full access during normal business hours to all of
its offices, books, records, contracts and other corporate documents and
properties so that the Cadapult Stockholders and Cadapult or their respective
representatives may inspect and audit them; and (2) furnish such information
concerning the properties and affairs of Seafoods as the Cadapult Stockholders
and Cadapult or their respective representatives may reasonably request.
3.9 Tax Returns. Seafoods has filed all federal and state income or
franchise tax returns required to be filed or has received currently effective
extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there is no
Closing), Seafoods and its representatives will keep confidential any
information which they obtain from the Cadapult Stockholders or from Cadapult
concerning the properties, assets and business of Cadapult. If the transactions
contemplated by this Plan are not consummated by June 18, 1998, Seafoods will
return to Cadapult all written matter with respect to Cadapult obtained by
Seafoods in connection with the negotiation or consummation of this Plan.
3.11 Investment Intent. Seafoods is acquiring the Cadapult Shares to
be transferred to it under this Plan for investment and not with a view to the
sale or distribution thereof, and Seafoods has no commitment or present
intention to liquidate Cadapult or to sell or otherwise dispose of the Cadapult
Shares.
3.12 Corporate Authority. Seafoods has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder and
will deliver to the Cadapult Stockholders and Cadapult or their respective
representatives at the Closing a certified copy of resolutions of its Board of
Directors authorizing execution of this Plan by its officers and performance
thereunder, and the sole director adopting and delivering such resolutions is
the duly elected and incumbent director of Seafoods.
3.13 Due Authorization. Execution of this Plan and performance by
Seafoods hereunder have been duly authorized by all requisite corporate action
on the part of Seafoods, and this Plan constitutes a valid and binding
obligation of Seafoods and performance hereunder will not violate any provision
of the Articles of Incorporation, Bylaws, agreements, mortgages or other
commitments of Seafoods.
3.14 Environmental Matters. Seafoods has no knowledge of any assertion
by any governmental agency or other regulatory authority of any environmental
lien, action or proceeding, or of any cause for any such lien, action or
proceeding related to the business operations of Seafoods. In addition, to the
best knowledge of Seafoods, there are no substances or conditions which may
support a claim or cause of action against Seafoods or any of its current or
former officers, directors, agents or employees, whether by a governmental
agency or body, private party or individual, under any Hazardous Materials
Regulations. "Hazardous Materials" means any oil or petrochemical products,
PCB's, asbestos, urea formaldehyde, flammable explosives, radioactive materials,
solid or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
or "toxic substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.
3.15 Access to Information Regarding Cadapult. Seafoods acknowledges
that it has been delivered copies of documents Seafoods has requested from
Cadapult, which Cadapult believes to be sufficient material information
respecting Cadapult and its present and contemplated business operations,
potential acquisitions, management and other factors; Seafoods further
acknowledges that it has had a reasonable opportunity to review such
documentation and discuss it, to the extent desired, with its legal counsel,
directors anestions of and receive responses from the directors and executive
officers of Cadapult, and with the legal and accounting firms of Cadapult, with
respect to such documentation; and that to the extent requested, all questions
raised have been answered and documents requested have been provided to Seafoods
to its complete satisfaction.
Section 4
Representations, Warranties and Covenants of Cadapult
-----------------------------------------------------
Cadapult represents and warrants to, and covenants with, Seafoods as
follows:
4.1 Cadapult Shares. The Cadapult Stockholders are the record and
beneficial owners of all of the Cadapult Shares listed in Exhibit A, free and
clear of adverse claims of third parties; and Exhibit A correctly sets forth the
names, addresses and the number of Cadapult Shares owned by the Cadapult
Stockholders.
4.2 Corporate Status. Cadapult is a corporation duly organized,
validly existing and in good standing under the laws of the State of New Jersey
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.
4.3 Capitalization. The authorized capital stock of Cadapult consists
of 2,500 shares of common voting stock, no par value, of which 319.6748 shares
are issued and outstanding, all fully paid and non-assessable. There are no
outstanding options, warrants or calls pursuant to which any person has the
right to purchase any authorized and unissued capital stock of Cadapult.
4.4 Financial Statements. The financial statements of Cadapult
furnished to Seafoods, consisting of unaudited financial statements for the
periods ended April 30, 1997 and 1996, attached hereto as Exhibit E, and
incorporated herein by reference, are correct and fairly present the financial
condition of Cadapult as of these dates and for the periods involved, and such
statements were prepared in accordance with generally accepted accounting
principles consistently applied. To the best of Cadapult's knowledge, these
financial statements do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.
4.5 Undisclosed Liabilities. Cadapult knows of no material liabilities
of any nature except to the extent reflected or reserved against in the balance
sheets, whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit F attached hereto and incorporated herein by reference.
4.6 Interim Changes. To the best of Cadapult's knowledge, except for
expected changes previously communicated to Seafoods due to negatively affect
Cadapult's recent fiscal quarter, since the date of these balance sheets, except
as set forth in Exhibit F, there have been no (1) changes in the financial
condition, assets, liabilities or business of Cadapult, in the aggregate, have
been materially adverse; (2) damages, destruction or loss of or to the property
of Cadapult, payment of any dividend or other distribution in respect of the
capital stock of Cadapult, or any direct or indirect redemption, purchase or
other acquisition of any such stock; or (3) increases paid or agreed to in the
compensation, retirement benefits or other commitments to its employees.
4.7 Title to Property. Cadapult has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise, reflected in
these balance sheets, and the properties and assets of Cadapult are subject to
no mortgage, pledge, lien or encumbrance, except as reflected in the balance
sheet or in Exhibit F, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending, or to
the knowledge of Cadapult, threatened, against or relating to Cadapult or its
properties or business, except as set forth in Exhibit F. Further, no officer,
director or person who may be deemed to be an affiliate of Cadapult is party to
any material legal proceeding which could have an adverse effect on Cadapult
(financial or otherwise), and none is party to any action or proceeding wherein
any has an interest adverse to Cadapult.
4.9 Books and Records. From the date of this Plan to the Closing,
Cadapult will (1) give to Seafoods and its representatives full access during
normal business hours to all of its offices, books, records, contracts and other
corporate documents and properties so that Seafoods may inspect and audit them;
and (2) furnish such information concerning the properties and affairs of
Cadapult as Seafoods may reasonably request.
4.10 Tax Returns. Cadapult has filed all federal and state income or
franchise tax returns required to be filed or has received currently effective
extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if there is
no Closing), Cadapult, the Cadapult Stockholders and their representatives will
keep confidential any information which they obtain from Seafoods concerning its
properties, assets and business. If the transactions contemplated by this Plan
are not consummated by June 18, 1998, Cadapult and the Cadapult Stockholders
will return to Seafoods all written matter with respect to Seafoods obtained by
them in connection with the negotiation or consummation of this Plan.
4.12 Investment Intent. The Cadapult Stockholders are acquiring the
shares to be exchanged and delivered to them under this Plan for investment and
not with a view to the sale or distribution thereof, and the Cadapult
Stockholders have no commitment or present intention to liquidate the Company or
to sell or otherwise dispose of the Seafoods shares. The Cadapult Stockholders
shall execute and deliver to Seafoods on the Closing an Investment Letter
attached hereto as and incorporated herein by reference, acknowledging
the "unregistered" and "restricted" nature of the shares of Seafoods being
received under the Plan in exchange for the Cadapult Shares, and receipt of
certain material information regarding Seafoods.
4.13 Corporate Authority. Cadapult has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder and
will deliver to Seafoods or its representative at the Closing a certified copy
of resolutions of its Board of Directors authorizing execution of this Plan by
its officers and performance thereunder.
4.14 Due Authorization. Execution of this Plan and performance by
Cadapult hereunder have been duly authorized by all requisite corporate action
on the part of Cadapult, and this Plan constitutes a valid and binding
obligation of Cadapult and performance hereunder will not violate any provision
of the Articles of Incorporation, Bylaws, agreements, mortgages or other
commitments of Cadapult.
4.15 Environmental Matters. Cadapult has no knowledge of any assertion
by any governmental agency or other regulatory authority of any environmental
lien, action or proceeding, or of any cause for any such lien, action or
proceeding related to the business operations of Cadapult or its predecessors.
In addition, to the best knowledge of Cadapult, there are no substances or
conditions which may support a claim or cause of action against Cadapult or any
of its current or former officers, directors, agents, employees or predecessors,
whether by a governmental agency or body, private party or individual, under any
Hazardous Materials Regulations. "Hazardous Materials" means any oil or
petrochemical products, PCB's, asbestos, urea formaldehyde, flammable
explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic
substances or related materials, including, without limitation, any substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," or "toxic substances" under any applicable
federal or state laws or regulations. "Hazardous Materials Regulations" means
any regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
4.16 Access to Information Regarding Seafoods. Cadapult and the
Cadapult Stockholders acknowledge that they have been delivered copies of what
has been represented to be documentation containing all material information
respecting Seafoods and its present and contemplated business operations,
potential acquisitions, management and other factors; that they have had a
reasonable opportunity to review such documentation and discuss it, to the
extent desired, with their legal counsel,tunity to ask questions of and receive
responses from the directors and executive officers of Seafoods, and with the
legal and accounting firms of Seafoods, with respect to such documentation; and
that to the extent requested, all questions raised have been answered to their
complete satisfaction.
Section 5
Conditions Precedent to Obligations of Cadapult and the Cadapult Stockholders
-----------------------------------------------------------------------------
All obligations of Cadapult and the Cadapult Stockholders under this
Plan are subject, at their option, to the fulfillment, before or at the Closing,
of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of Seafoods and Xxxxxx contained in this Plan
shall be deemed to have been made again at and as of the Closing and shall then
be true in all material respects and shall survive the Closing.
5.2 Due Performance. Seafoods and Xxxxxx shall have performed and
complied with all of the terms and conditions required by this Plan to be
performed or complied with by it before the Closing.
5.3 Officers' and Xxxxxx'x Certificate. Cadapult and the Cadapult
Stockholders shall have been furnished with a certificate signed by the
President of Seafoods and Xxxxxx, attached hereto as Exhibit H and incorporated
herein by reference, dated as of the Closing, certifying (1) that all
representations and warranties of Seafoods and Xxxxxx contained herein are true
and correct; and (2) that since the date of the financial statements (Exhibits C
and C-1 hereto), there has been no material adverse change in the financial
condition, business or properties of Seafoods, taken as a whole.
5.4 Opinion of Counsel of Seafoods. Cadapult and the Cadapult
Stockholders shall have received an opinion of counsel for Seafoods, dated as of
the Closing, to the effect that (1) the representations of Sections 3.1, 3.2 and
3.12 are correct; (2) except as specified in the opinion, counsel knows of no
inaccuracy in the representations in 3.5, 3.6 or 3.7; and (3) the shares of
Seafoods to be issued to the Cadapult Stockholders under this Plan will, when so
issued, be validly issued, fully paid and non-assessable.
5.5 Assets and Liabilities of Seafoods. Seafoods shall have no
material assets and no liabilities at Closing, and all costs, expenses and fees
incident to the Plan shall have been paid, and Xxxxxx shall have executed and
delivered Exhibit B hereto in favor of Seafoods, Cadapult and the Cadapult
Stockholders.
5.6 Resignation of Directors and Executive Officers and Designation of
New Directors and Executive Officers. The present directors and executive
officers of Seafoods shall resign, and shall have designated nominees of
Cadapult as directors and executive officers of Seafoods to serve in their place
and stead, until the next respective annual meetings of the stockholders and
Board of Directors of Seafoods, and until their respective successors shall be
elected and qualified or until their respective prior resignations or
terminations.
5.7 Reverse Split and Name Change of Seafoods. The requirements of
Section 1.5 hereof shall have been fully satisfied at Closing.
5.8 Change of Domicile. Seafoods shall change its domicile from the
State of Utah to such state as selected by Cadapult and the Cadapult
Stockholders.
Section 6
Conditions Precedent to Obligations of Seafoods
-----------------------------------------------
All obligations of Seafoods under this Plan are subject, at its
option, to the fulfillment, before or at the Closing, of each of the following
conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of Cadapult and the Cadapult Stockholders
contained in this Plan shall be deemed to have been made again at and as of the
Closing and shall then be true in all material respects and shall survive the
Closing.
6.2 Due Performance. Cadapult and the Cadapult Stockholders shall have
performed and complied with all of the terms and conditions required by this
Plan to be performed or complied with by them before the Closing.
6.3 Officers' and Stockholders' Certificate. Seafoods shall have been
furnished with a certificate signed by the President of Cadapult, attached
hereto as Exhibit I and incorporated herein by reference, dated as of the
Closing, certifying (1) that all representations and warranties of Cadapult and
the Cadapult Stockholders contained herein are true and correct; and (2) that
since the date of the financial statements (Exhibits D and D-1), there has been
no material adverse change in the financial condition, business or properties of
Cadapult, taken as a whole.
6.4 Opinion of Counsel of Cadapult. Seafoods shall have received an
opinion of counsel for Cadapult, dated as of the Closing, to the effect that (1)
the representations of Sections 4.2, 4.3 and 4.13 are correct; (2) except as
specified in the opinion, counsel knows of no inaccuracy in the representations
in 4.7 or 4.8; (3) the Cadapult Shares to be delivered to Seafoods under this
Plan will, when so delivered, have been validly issued, fully paid and
non-assessable.
6.5 Books and Records. The Cadapult Stockholders or the Board of
Directors of Cadapult shall have caused Cadapult to make available all books and
records of Cadapult, including minute books and stock transfer records;
provided, however, only to the extent requested in writing by Seafoods at
Closing.
6.6 Acceptance by Cadapult Stockholders. The terms of this Plan shall
have been accepted by the Cadapult Stockholders by execution and delivery of a
copy of the Plan and related instruments.
Section 7
Termination
-----------
Prior to Closing, this Plan may be terminated (1) by mutual consent in
writing; (2) by either the sole director of Seafoods or Cadapult and the
Cadapult Stockholders if there has been a material misrepresentation or material
breach of any warranty or covenant by the other party; or (3) by either the
directors of Seafoods or Cadapult and the Cadapult Stockholders if the Closing
shall not have taken place, unless adjourned to a later date by mutual consent
in writing, by the date fixed in Section 2.
Section 8
General Provisions
------------------
8.1 Further Assurances. At any time, and from time to time, after the
Closing, each party 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 Plan.
8.2 Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties hereunder that
no broker or finder has acted for it in connection with this Plan, and Seafoods
and Xxxxxx agree to indemnify and hold harmless Cadapult and the Cadapult
Stockholders against any fee, loss or expense arising out of claims by brokers
or finders employed or alleged to have been employed by Seafoods and/or Xxxxxx.
8.4 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:
If to Seafoods: 0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Xxxxxx: 0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Cadapult: 000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
With a copy to: Xxx Xxxxxxx, Esq., Counsel
Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Cadapult To the Address listed in Exhibit A Stockholders:
8.5 Entire Agreement. This Plan constitutes the entire agreement
between the 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.
8.6 Headings. The section and subsection headings in this Plan are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Plan.
8.7 Governing Law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of New York, except to the
extent preempted by federal law, in which event (and to that extent only),
federal law shall govern.
8.8 Assignment. This Plan shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided
however, that any assignment by any party of its rights under this Plan without
the prior written consent of the other parties shall be void.
8.9 Counterparts. This Plan 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.
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan
of Reorganization effective the day and year first above written.
SEAFOODS PLUS, LTD.
Date: 6-9-98. By /s/ Xxxxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxxxx, President
XXXXXX SERVICES, INC.
Date: 6-9-98. By /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
Date: 6-9-98. /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Date: 6-9-98. /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
CADAPULT GRAPHIC SYSTEMS, INC.
Date: 6/15/98. By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, President
CADAPULT STOCKHOLDERS
Date: 6/15/98. /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Date: 6/16/98. /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Date: 6/15/98. /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Date: 6/15/98. /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Date: 6/15/98. /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
c/f Xxxxxx X. Xxxxx
Date: 6/15/98. /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
c/f Xxxxx X. Xxxxx
EXHIBIT A
Number of Shares of
Number of Shares Seafoods
Owned of to be
Name and Address Cadapult Received in Exchange
Xxxxxxx X. Xxxxx 293.80 1,516,450
0 Xxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxxxxx Xxxxxx 7.90 40,775
0000 Xxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Xxxxxx Xxxxxx 7.90 40,775
000 Xxxxxxxxxx Xx.
Xxxxxxxx, Xxx Xxxx 00000
Xxxxxx Xxxxx 3.8748 20,000
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxxxx X. Xxxxx 3.10 16,000
0 Xxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxxx X. Xxxxx 3.10 16,000
0 Xxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
319.6748 1,650,000
EXHIBIT B
Letter of Indemnification
Cadapult Graphic Systems, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Seafoods Plus, Ltd., a Utah corporation (the "Company"),
Agreement and Plan of Reorganization (the "Plan") with
Cadapult Graphic Systems, Inc., a New Jersey corporation
("Cadapult"), and all of the stockholders of Cadapult (the
"Cadapult Stockholders")
Dear Ladies and Gentlemen:
In further consideration of the completion of the Plan and to satisfy
one of the conditions pursuant to which Cadapult and the Cadapult Stockholders
have agreed to their respective obligations under the Plan, Xxxxxx Services,
Inc., Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx (collectively referred to as
"Xxxxxx"), principal stockholders of the Company and Xxxxxx Services, Inc., do
hereby (i) compromise any outstanding liabilities of the Company owed to them
for advances or otherwise prior to the closing (the "Closing") of the Plan
(excluding any benefits Xxxxxx may receive under the Plan); (ii) agree to pay
all other outstanding liabilities which were incurred prior to the Closing;
(iii) represent and warrant that to their knowledge, there are no other
outstanding liabilities of the Company which are not set forth in the financial
statements of the Company which are appended to the Plan as Exhibits C and C-1;
and (iv) agree to indemnify and hold the Company, Cadapult and the Cadapult
Stockholders harmless from and against any and all other liabilities of the
Company existing prior the Closing. It is specifically represented, understood
and agreed that Cadapult and the Cadapult Stockholders are not and shall not be
responsible for any costs, claims or obligations of any type or nature that in
any way exists, existed or may exist, wherever, as asserted, for or to the
extent related to any act or occurrence prior to the date of completion of the
Plan.
This Letter of Indemnification and all obligations of any type or
nature hereunder shall expire six years from the date hereof.
XXXXXX SERVICES, INC.
Dated: 6-9-98. By /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx, President
Dated: 6-9-98. /s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx
Dated: 6-9-98. /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
EXHIBIT C
SEAFOODS PLUS, LTD.
AUDITED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED
DECEMBER 31, 1997 AND 1996 (AUDITED)
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Independent Auditors' Report
and
Financial Statements
December 31, 1997 and 1996
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Table of Contents
Page
----
Independent Auditors' Report............................................1
Balance Sheets - December 31, 1997 and 1996.............................2
Statements of Stockholders' Equity/(Deficit) for the Period from
Reactivation [December 31, 1994] through December 31, 1997..............3
Statements of Operations for the Years Ended December 31, 1997
and December 31, 1996, and for the Period from Reactivation
[December 31, 1994] through December 31, 1997...........................4
Statements of Cash Flows for the Years Ended December 31, 1997
and December 31, 1996, and for the Period from Reactivation
[December 31, 1994] through December 31, 1997...........................5
Notes to Financial Statements.......................................6 - 7
XXXXXXX, XxXXXXXXXX
AND ASSOCIATES, C.P.A's
A Professional Corporation
Board of Directors and Stockholders
Seafoods Plus, LTD.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Seafoods Plus, LTD. [a
development stage, Utah corporation] as of December 31, 1997 and December 31,
1996, and the related statements of stockholders' equity/(deficit), operations,
and cash flows for the years then ended and for the period from reactivation
[December 31, 1994] through December 31, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements me free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the mounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Seafoods Plus, LTD. as of
December 31, 1997, and December 31, 1996, and the results of its operations and
its cash flows for the years then ended and for the period from reactivation
[December 31, 1994] through December 31, 1997, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that Seafoods
Plus, LTD. will continue as a going concern. As discussed in Note D to the
financial statements, the Company has accumulated losses from inception totaling
$47,022 and presently has no prospects for commencing operations or generating
revenue. These issues raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note D. The financial statements do not include any adjustment that might
result front the outcome of this uncertainty.
/s/ Xxxxxxx XxXxxxxxxx & Assoc.
-------------------------------
Xxxxxxx XxXxxxxxxx & Associates
February 27, 1998
Salt Lake City, Utah
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Balance Sheets
December 31, 1997 and 1996
1997 1996
ASSETS
Current Assets $ 583 $ 653
Cash - Note B
Total Current Assets 583 653
TOTAL ASSETS $ 583 $ 653
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts Payable $ 401 $ 401
Shareholder Loan - Note F 7,777 4,236
Income Taxes Payable - Notes A & C 100 100
Total Current Liabilities 8,278 4,737
TOTAL LIABILITIES 8,278 4,737
----- -----
STOCKHOLDERS' DEFICIT
Capital Stock - 50,000,000 shares authorized
at $0.001 par; 2,000,012 post-split shares
issued and outstanding 2,000 2,000
Additional paid-in capital 37,327 37,327
Deficit accumulated during development stage (47,022) (43,411)
TOTAL STOCKHOLDERS' DEFICIT (7,695) (4,084)
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 583 $ 653
======== ========
See accompanying notes to financial statements
2
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Stockholders' Equity/(Deficit)
For the Period from Reactivation [December 31, 1994] through December 31, 1997
Deficit
Accumulated
Additional During Total
Number Common Paid-in Development Stockholders'
of Shares Stock Capital Stage Equity/(Deficit)
----------------------------------------------------------------------------------------------------
Balance, December 31, 1994 350,012 $ 350 $ 28,977 $ (30,030) $ (703)
Issued 1,650,000 shares for 1,650,000 1,650 8,350 10,000
cash
Net loss for the year ended (8,577) (8,577)
December 31, 1995
---------------------------------------------------------------------------------------------
Balance, December 31, 1995 2,000,012 2,000 37,327 (38,607) 720
Net loss for the year ended (4,084) (4,084)
December 31, 1996
---------------------------------------------------------------------------------------------
Balance, December 31, 1996 2,000,012 2,000 37,327 (43,411) (4,084)
Net loss for the year ended
December 31, 1997 (3,611) (3,611)
---------------------------------------------------------------------------------------------
Balance, December 31, 1997 2,000,012 $ 2,000 $ 37,327 $ (47,022) $ (7,695)
=============================================================================================
See accompanying notes to financial statements
3
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Operations
For the years Ended December 31, 1997 and 1996,
and for the Period from Reactivation [December 31, 1994]
through December 31, 1997
For the Period
From
For the Year Ended For the Year Ended Reactivation to
December 31, 1997 December 31, 1996 December 31, 1997
----------------- ----------------- -----------------
Revenues $ -0- $ -0- $ -0-
Expenses 3,511 4,704 16,692
----- ----- ------
Loss Before Income (3,511) (4,704) (16,692)
Tax
Income taxes - Note 100 100 300
--- --- ---
A & C
Net Loss $ (3,611) $ (4,804) $ (16,992)
============ ============== ==============
Net Loss Per Share $ (.01) $ (.01) $ (.01)
============= ============== ==============
Weighted Average 2,000,012 2,000,012 1,505,765
=========== ============= ==============
Shares Outstanding
See accompanying notes to financial statements
4
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 1997 and 1996,
and for the Period from Reactivation [December 31, 1994]
through December 31, 1997
For the Period
For the Year Ended For the Year Ended from Reactiviation to
December 31, 1996 December 31, 1996 December 31, 1997
------------------ ------------------ ---------------------
Cash Flows Used for Operating Activities
Net Loss $ (3,611) $ (4,804) $ (16,992)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Increase/(decrease) in:
accounts payable 0 0 401
Income taxes payable 0 0 (603)
Shareholder loan 3,541 4,236 7,777
Net Cash Used for Operating Activities (70) (568) (9,417)
Cash Flows Provided in Financing Activities
Issuance of Common Stock -0- -0- 10,000
Net Cash Provided by Financing Activities -0- -0- 10,000
Net Increase In Cash (70) (568) 583
Beginning Cash Balance 653 1,221 -0-
Ending Cash Balance $ 583 $ 653 $ 583
Supplemental Disclosure of Cash Flow Information:
Cash paid for the period for interest $ -0- $ -0- -0-
Cash paid for the period for income taxes $ -0- $ 100 890
See accompanying notes to financial statements
5
SEAFOODS PLUS, LTD.
Notes to Financial Statements
December 31, 1997
NOTE A Summary of Significant Accounting Policies
Company Background
The Company originally incorporated under the laws of the
State of Utah on August 11, 1983 using name Communitra Energy,
Inc., with a stated principal business activity of inviting in
oil, gas and mineral leases, and/or products. By agreement of
the shareholders of the Company on July 16, 1985, the name of
the Company officially changed to Seafoods Plus, LTD. and
expanded the purpose of the Company to include the processing
and canning of sea foods.
Seafoods Plus, LTD., a development stage company, has yet to
commence its planned principal operations and has been in an
essentially dormant status for the last nine years.
lncome Taxes
In February 1992, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard
(SFAS) No. 109, "Accounting For Income Taxes," which is
effective for fiscal years beginning after December 15, 1992.
SFAS No. 109 requires the asset and liability method of
accounting for income taxes. The asset and liability method
requires that the current or deferred tax consequences of all
events recognized in the financial statements are measured by
applying the provisions of enacted tax laws to determine the
mount of taxes payable or refundable currently or in future
years. The Company adopted SFAS No. 109 for financial
reporting purposes in 1993. See Note C below.
Net Loss Per Common Share
Net loss per common share is based on the weighted average
number of shares outstanding.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
NOTE B Cash
Cash is comprised of cash on deposit in the trust account of
the corporate attorney.
NOTE C Change in Accounting Principle--Accounting for Income Taxes
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes,"
The cumulative effect of this change in accounting for
income taxes as of January 1,
SEAFOODS PLUS, LTD.
Notes to Financial Statements
December 31, 1997
1993 is $0, due to operating losses carried forward from prior
years and unlikely nature of future earnings. For the years
ended December 31, 1997 and 1996, the Company had no
significant income tax expenses due to operating losses during
those periods. Any deferred tax benefit arising from the
operating losses carried forward would be offset entirely by a
valuation allowance since it is not likely that the Company
will be sufficiently profitable in the future m take advantage
of the losses carried forward. The Company has no timing
differences.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum amount due to the State of Utah.
NOTE D Liquidity
The Company has accumulated losses from inception totaling
$47,022, nominal assets and no operations at December 31,
1997. Financing for the Company's limited activities to date
has been primarily provided by borrowing from shareholders and
the issuance of common stock. The Company's ability to achieve
a level of profitable operations and/or additional financing
impacts the Company's ability to continue as it is presently
organized. Management is currently seeking a well-capitalized
merger candidate in order to recommence its operations. Should
management be unsuccessful in its merger activities, it will
have a material adverse effect on the Company.
NOTE E Reverse Stock Split
The Company filed Articles of Amendment to the Articles of
Incorporation of Seafoods Plus, LTD. the State of Utah,
Department of Commerce on October 5, 1995 which included
provisions for a reverse split of the outstanding shares of
common stock at the ratio of one new share for every 16.17
shares issued and outstanding as of September 5, 1995, [the
date of adoption by the stockholders at a meeting held on that
same date] reducing the outstanding shares to 350,000,
provided that no stockholder's holdings shall be reduced to
less than one share as result of the reverse split, with all
fractional shares being rounded to the nearest whole share.
The rounding resulted in 350,012 shares of stock outstanding
after the reverse split. All disclosures in the financial
statements, with respect to the number of shares outstanding,
are presented in post-split denominations.
NOTE F Stockholder Loan
A stockholder has paid expenses on behalf of the Company in
the amount of $3,541 during the year ended December 31, 1997
and $4,236 during the, year ended December 31, 1996. The
Company has recorded a liability for these expenses to the
stockholder. The unsecured loan bears no interest and is due
on demand.
7
EXHIBIT C-1
SEAFOODS PLUS, LTD.
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 1998
SEAFOODS PLUS, LTD.
[A Development Stage Company]
BALANCE SHEETS
March 31, 1998 and December 31, 1997
3/31/98 12/31/97
(Undaudited)
ASSETS
Total Current Assets $ 583 $ 583
--------------- -----------
TOTAL ASSETS $ 583 $ 583
=============== ===========
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
Loans for Stockholders $ 7,909 $ 7,777
Accounts Payable 401 401
Income Taxes Payable 100 100
--------------- -----------
Total Current Liabilities 8,410 8,278
TOTAL LIABILITIES 8,410 8,278
EQUITY
Common Stock - 50,000,000 shares
authorized at par; 2,000 2,000
2,000,012 post-split shares
issued and outstanding
Paid-in Capital 37,327 37,327
Accumulated Deficit (47,154) (47,022)
--------------- -----------
TOTAL EQUITY (7,827) (7,695)
--------------- -----------
TOTAL LIABILITIES & EQUITY $ 583 $ 583
============== ================
NOTE TO FINANCIAL STATEMENTS. Intermin financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The December 31, 1997 balance sheet
has been derived from the audited financial statements. These interim financial
statements conform with the requirements for interim financial statements and
consequently do not include all the disclosures normally required by
SEAFOOD PLUS, LTD.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three-Month Periods Ended March 31, 1998 and
1997 and for the Period from Reactivation [December 31,
1994] through March 32, 1998
Three Months Three Months For the Period
Ended Ended from Reactivation to
3/31/98 3/31/97 3/31/98
(Unaudited) (Unaudited) (Unaudited)
REVENUE
Income $ 0 $ 0 $ 0
OPERATING EXPENSES 132 1,442 16,824
TOTAL OPERATING 132 1,442 16,824
EXPENSES
INCOME / FRANCHISE TAX 0 100 300
NET (LOSS) $ (132) $ (1,542) $ (17,124)
=========== =========== ===================
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01)
=========== =========== ===================
WEIGHTED AVERAGE NUMBER 200,012 200,012 1,543,784
=========== =========== ===================
OF SHARES OUTSTANDING
SEAFOOD PLUS, LTD.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Three-Month Periods Ended March 31, 1998 and
1997, and for the Period from Reactivation [December 31,
1994] through March 31, 1998
Three Months Three Months For the Period
Ended Ended from Reactivation to
3/31/98 3/31/97 3/31/98
------- ------- -------
(Unaudited) (Unaudited) (Unaudited)
Cash Flows Used for Operating Activities
Net Loss $ (132) $ (1,442) $ (17,124)
Adjustments to reconcile net loss to net
cash used in operating activities:
Increase/(Decrease) in franchise
taxes payable 0 (100) (603)
Increase/(Decrease) in accounts
payable 0 0 401
Increase/(Decrease) in shareholder
loan 132 1,540 7,909
Net Cash Used for Operating $ 0 $ (2) $ (9,417)
=========== =========== ==================
Activities
Cash Flows Provided in Financing
Activities
Issuance of Common Stock 0 0 10,000
Net Cash Provided by Financing Activities 0 0 10,000
Net Increase In Cash 0 (2) 651
Beginning Cash Balance 583 653 0
Ending Cash Balance $ 583 $ 651 $ 651
============ =========== ===================
Supplemental Disclosure of Cash Flow
Information:
Cash paid for the period for interest $ 0 $ 0 $ 0
Cash paid for the period for income taxes $ 0 $ 100 $ 890
EXHIBIT D
None.
EXHIBIT E
CADAPULT GRAPHIC SYSTEMS, INC.
AUDITED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED
APRIL 30, 1997 AND 1996
CADAPULT GRAPHIC SYSTEMS, INC.
FINANCIAL STATEMENTS
APRIL 30, 0000
XXXXXX X. XXXXXX XXX, P.C.
XXXXXX X. XXXXXX CPA, P.C.
000 XXXX 00XX XXXXXX XXXXX 0000
XXX XXXX, XXX XXXX 00000
TEL (000) 000-0000 / FAX (000) 000-0000
To the Shareholder of
Cadapult Graphic Systems, Inc.
Allendale, New Jersey
I have audited the accompanying balance sheet of Cadapult Graphic Systems, Inc.
as of April 30, 1997, and the related statements of operations and retained
earnings, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
Except as explained in the following paragraph, I conducted my audit in
accordance with generally accepted auditing standards. Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial presentation. I believe that my audit provides
a reasonable basis for my opinion,
I did not physically observe the inventory as of April 30, 1996, since that date
was prior to my engagement as the auditor. Accordingly, the scope of my work was
not sufficient to enable me to express, and I do not express, an opinion on the
statements of operations arid retained earnings, and cash flows for the year
ended April 30, 1997. In my opinion, the balance sheet referred to in the first
paragraph presents fairly, in all material respects, the financial position of
Cadapult Graphic Systems, Inc. as of April 30, 1997, in conformity with
generally accepted accounting principles. The April 30, 1996 financial
statements were reviewed by me, and my report thereon, dated July 9. 1996,
stated that I was not aware of any material modifications that should made to
those statements for them to be in conformity with generally accepted accounting
principles. However, a review is substantially less in scope than an audit and
does not provide a basis for the expression of an opinion on the financial
statements taken as a whole.
July 24, 1997
CADAPULT GRAPHIC SYSTEMS, INC.
BALANCE SHEETS
APRIL 30,
Assets 1997 1996
---------- -------
Current Assets
Cash (Note 5) $30,444 $67,323
Accounts receivable, net of allowance for
doubtful accounts of $22,500 in both 1997
and 1996 (Note 5) 1,091,890 1,142,257
Inventory (Note 1) 724,846 590,232
Prepaid expenses 4,128 8,100
----- -----
Total Current Assets 1,851,308 1,807,912
Property and equipment, net of accumulated
depreciation (Notes 1 and 2) 204,203 152,013
Deposits 26,491 21,606
------ ------
Total Assets $2,082,002 $1,981,531
========== ==========
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued expenses $697,588 $961,140
Loans payable (Note 3) 560,173 244,415
Income taxes payable (Notes 1 and 4) 45,977 6,164
Deferred revenue (Note 1) 122,866 -
Obligation under capitalized lease 14,309
Payroll and sales taxes payable 34,888 19,606
Customer deposits 7,160 390
----- -----
Total Current Liabilities 1,468,652 1,246,024
Deferred income taxes payable (Notes 1 and 4) 32,800 72,300
Subordinated loan payable, officer 50,000 50,000
Loans payable (Note 3) 11,007 390
------------- ----------
Total Liabilities 1,562,459 1,518,661
Commitments (Note 6)
Shareholders Equity
Capital stock, no par value, 2,500 shares
authorized, 300 shares issued and outstanding 300 150,337
Retained earnings 519,243 462,870
------------ -----------
Total Shareholders' Equity 519,543 462,870
Total Liabilities and Shareholders' Equity $ 2,082,002 $1,981,531
========= =========
See accompanying notes and accountant's report.
CADAPULT GRAPHIC SYSTEMS, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED APRIL 30,
1997 1996
-------------- ---------
Sales $ 8,594,082 $ 8,393,455
------------ ------------
Cost of sales:
Inventory, beginning (Note 1) 590,232 608,607
Purchases 6,603,127 6,582,453
------------ ------------
7,193,359 7,191,060
Less: Inventory, ending (Note 1) 590,232 724,846
------------ ------------
Total cost of sales 6,468,513 6,600,828
------------ ------------
Gross profit 2,125,569 1,792,627
------------ ------------
Operating expenses:
Payroll, staff 678,132 656,782
Payroll, officer 228,200 114,000
Payroll taxes 80,307 71,429
Advertising 52,670 59,178
Postage and shipping 52,233 59,803
Depreciation (Note 1) 91,308 96,551
Office 42,185 41,319
Travel, meals and entertainment 54,286 43,444
Insurance 17,112 21,039
Consulting fees 8,279 14,567
Rent and utilities (Note 6) 155,007 141,668
Commissions 229,038 156,381
Interest expense (Note 3) 78,175 60,263
Telephone 55,503 58,843
Repairs and maintenance 7,439 8,809
Employee benefits 60,700 44,693
Equipment rentals 11,489 5,238
Automobile 45,060 43,789
Software 15,282 5,677
Professional fees 45,035 22,897
Other 42,956 25,495
--------- -----------
Total operating expenses 2,050,396 1,751,865
--------- -----------
Income before income taxes 75,173 40,762
Provision for income taxes (Notes 1 and 4) 18,500 13,000
Net income 56,673 27,762
Retained earnings, beginning 462,570 434,808
Retained earnings, ending $ 519,243 $ 462,570
=========== ========
See accompanying notes and accountant's report.
CADAPULT GRAPHIC SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30,
1997 1996
-------------- -------------
Cash flows from operating activities:
Net income $ 56,673 $ 27,762
---------- -------------
Adjustments to reconcile net income to
net cash: 96,551
Depreciation 91,308
Changes to operating assets and liabilities:
Accounts receivable 50,367 (224,505)
Inventory (134,614) 18,375
Prepaid expenses 3,972 279
Refundable income taxes - 34,992
Accounts payable and accrued expenses (263,552) 212,550
Income taxes payable 39,813 6,164
Deferred income 122,866 -
Deferred income taxes payable (39,500) (26,300)
Payroll and sales taxes payable 15,282 (1,262)
---------- ---------
Customer deposits 6,770 (27,360)
Total adjustments (107,288) 89,484
Net cash provided by (used in operations) 117,246 (50,615)
---------- ---------
Cash flows from financing activities:
(Increase) in property and equipment (143,498) (43,949)
(Increase) decrease in deposits (4,885) 9,900
------------ ---------
Net cash (used in) investing activities (148,383) 34,049
---------- ---------
Cash flows from financing activities
Borrowings 730,000 222,000
Repayments (553,592) (286,237)
(286,237)
Obligation under capitalized lease (14,309) ( 18,319)
---------- ---------
Net cash provided by (used in) financing
activities 162,119 (82,556)
---------- ---------
Net increase (decrease) in cash (36,879) 641
Cash, beginning 67,323 66,682
---------- ---------
Cash, ending $ 30,444 $ 67,323
========== ==========
Supplemental disclosures
Interest paid $ 78,175 $ 60,263
========== ==========
Income taxes paid $ 18,187 $ 421
========== ==========
See accompanying notes and accountant's report.
CADAPULT GRAPHIC SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30,
Note 1 -Significant Accounting Policies
Inventory
---------
Inventory is submitted by management and is valued at the lower of actual
cost or market. Cost is determined by specific identification.
Depreciation
------------
Depreciation is calculated by use of the straight-line method over the
following useful lives:
Equipment 5 years
Furniture 4 and 7 years
Transportation equipment 5 years
Income taxes
------------
As a result of a change in accounting method used to calculate income for
tax purposes, effective May 1, 1993, the Company is required to add certain
amounts to its taxable income over a six year period. Deferred income taxes
represent the income tax effect of such requirement.
Revenue Recognition
-------------------
Revenue from the sale of hardware systems and supplies is recognized when
the items are shipped. Effective May 1, 1996, revenue and related direct
costs from the sale of service and support contracts are deferred and
recognized over the duration of the contract, generally one year.
Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates-
Note 2 - Property and Equipment
Property and equipment consists of:
1997 1996
----------- ------------
Equipment $ 525,173 $ 403,603
Furniture 111,717 89,789
Transportation equipment 65,379 65,379
----------- ------------
702,269 558,771
Less: Accumulated
depreciation 498,066 406,758
-----------
$ 204,203 $ 152,013
=========== ===========
CADAPULT GRAPHIC SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30,
Note 3 - Loans Payable 1996 1997
------ -----
Loans payable consists of:
Revolving credit facility. maximum
amount $750,000, ending September 30,
1997, interest calculated at 1 3/4% above
the bank's floating base, collateralized by
a lien on corporate assets $ 550,000 $ -
Term loan, due March 1998, payable in
monthly installments of principal and
interest of $419 collateralized by an
automobile 4,855 9,361
Term lean, due February 5,2000, payable
in monthly payments of principal and
interest of $543 collateralized by a vehicle 16,325 21,224
Term loan, due November 1, 1999, payable
in monthly principal payments
of $4,167 plus interest calculated at 1 1/2%
above the bank's prime rate, collateralized
by a blanket lien on corporate assets - 179,167
Line of credit, maximum mount of
$150,000, (maximum under prior line of
credit was $350,000 as of April 30, 1995)
ending September 30. 1996. interest
calculated at 1% above the bank's prime
rate, collateralized by a blanket lie, on
corporate assets - 150,000
Demand loan payable - 35,000
----------- ----------
571,180 394,752
Less: current portion 560,173 244,415
----------- ----------
$ 11,007 $ 150,337
=========== ==========
Maturities of loans payable as follows:
Year ended
----------
April 30, 1998 $ 560,173
April 30, 1999 5,801
April 30, 2000 5,206
---------
$ 571,180
=========
CADAPULT GRAPHICS SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30,
Note 4 - Income Taxes.
The components of provision for income taxes
are as follows: 1997 1996
-------- ---------
Current $ 58,000 38,200
Deferred (39,500) (26,000)
---------- ---------
$ 18,500 $ 13,000
========= =========
Note 5 -Information about Financial Instruments with Off-Balance Sheet Risk and
and Financial Instruments with Concentrations on Credit Risk
The Company maintains substantially all of its cash balances in one
financial institution. The balance is insured by the Federal Deposit
Insurance Corporation up to $100,000. At April 30, 1997 and 1996, none of
the Company's cash balances exceeded $100,000. The Company sells computer
graphic systems and grants credit to customers, substantially all of whom
are major U.S. corporations, none of which account for more than 10% of
sales.
The Company purchases hardware, software and supplies from several vendors,
two of which amounted to 48% and 56% of total purchases in 1997 and 1996,
respectively.
Note 6 - Commitments
The minimum rent due under non-cancellable leases is as follows:
Year ended Office space Equipment
---------- ------------ ---------
April 30, 1998 $ 175,792 $ 18,816
April 30, 1999 144,110 16,884
April 30, 2000 39,380 15,504
April 30, 2001 6,616 9,044
---------- ----------
$ 365,898 $ 60,248
========== ==========
In July 1997, the Company entered into a lease for office space. This lease is
included in the proceeding schedule.
EXHIBIT F
None.
EXHIBIT G
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Cadapult Graphic Systems, Inc., a New
Jersey corporation ("Cadapult"), for shares of Seafoods Plus,
Ltd., a Utah corporation ("Seafoods" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Cadapult, the other stockholders of Cadapult
and Seafoods, I acknowledge that I have approved this exchange; that I am aware
of all of the terms and conditions of the Plan; that I have received and
personally reviewed a copy of the Plan and any and all material documents
regarding the Company, including, but not limited to Articles of Incorporation,
Bylaws, minutes of meetings of directors and stockholders, financial statements
and reports filed with the Securities and Exchange Commission during the past
twelve months. I represent and warrant that I have sufficient knowledge and
experience to understand the nature of the exchange and am fully capable of
bearing the economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of the
Plan, Seafoods had no assets and no liabilities, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Cadapult for shares of Seafoods results in a decrease in the actual percentage
of ownership that my shares of Cadapult represented in Cadapult prior to the
completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxx, XxXxxxxxxx & Associates, 0000 Xxxxx 000 Xxxx, #000, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone (000) 000-0000; and that legal counsel for
Seafoods is Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, #000, Xxxx Xxxx
Xxxx, Xxxx 00000, Telephone (000) 000-0000. I further understand that, upon the
completion of the Plan, no accountant, attorney, employee or consultant will
have any claim of any kind against the Company for any event or occurrence on or
prior to the completion of the Plan.
I also understand that I must bear the economic risk of ownership of
any of the Seafoods shares for a long period of time, the minimum of which will
be one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein and
those in the personal questionnaire (if applicable) I provided to Cadapult for
use by Seafoods as they are made to induce you to issue me the shares of
Seafoods under the Plan, and I further represent (of my personal knowledge or by
virtue of my reliance on one or more personal representatives), and agree as
follows, to-wit:
1. That the shares being acquired are being received for investment
purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase "for
investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and know
that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection with
the shares being acquired shall be imprinted with a legend restricting the sale,
assignment, hypothecation or other disposition unless it can be made in
accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company shall
reflect that I have requested the Company not to effect any transfer of any
stock certificate representing any of the shares being acquired unless I shall
first have obtained an opinion of legal counsel to the effect that the shares
may be sold in accordance with applicable laws, rules and regulations, and I
understand that any opinion must be from legal counsel satisfactory to the
Company and, regardless of any opinion, I understand that the exemption covered
by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign, hypothecate
or make any other disposition of any interest in the shares, options or warrants
being acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged for
shares of the Company are "risk capital," and I am fully capable of bearing the
economic risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for Seafoods,
all shares of Seafoods to be issued and delivered to me in exchange for my
shares of Cadapult shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock
represented by this certificate have not been
registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise
transferred unless compliance with the
registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be accompanied by
a letter signed by the requesting stockholder setting forth all relevant facts
relating to the request. Seafoods will attempt to accommodate any stockholders'
request where Seafoods views the request is made for valid business or personal
reasons so long as in the sole discretion of Seafoods, the granting of the
request will not facilitate a "public" distribution of unregistered shares of
Seafoods.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
XXXXXXX X. XXXXX 1,516,450
(Name(s) and Number of Shares)
0 Xxxxxx Xxxx
(Xxxxxxx)
Xxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is desired,
put the initials JTRS after your names.
Dated this 15 day of June, 1998.
Very truly yours,
/s/ Xxxxxxx X. Xxxxx
EXHIBIT G
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Cadapult Graphic Systems, Inc., a New
Jersey corporation ("Cadapult"), for shares of Seafoods Plus,
Ltd., a Utah corporation ("Seafoods" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Cadapult, the other stockholders of Cadapult
and Seafoods, I acknowledge that I have approved this exchange; that I am aware
of all of the terms and conditions of the Plan; that I have received and
personally reviewed a copy of the Plan and any and all material documents
regarding the Company, including, but not limited to Articles of Incorporation,
Bylaws, minutes of meetings of directors and stockholders, financial statements
and reports filed with the Securities and Exchange Commission during the past
twelve months. I represent and warrant that I have sufficient knowledge and
experience to understand the nature of the exchange and am fully capable of
bearing the economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of the
Plan, Seafoods had no assets and no liabilities, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Cadapult for shares of Seafoods results in a decrease in the actual percentage
of ownership that my shares of Cadapult represented in Cadapult prior to the
completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxx, XxXxxxxxxx & Associates, 0000 Xxxxx 000 Xxxx, #000, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone (000) 000-0000; and that legal counsel for
Seafoods is Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, #000, Xxxx Xxxx
Xxxx, Xxxx 00000, Telephone (000) 000-0000. I further understand that, upon the
completion of the Plan, no accountant, attorney, employee or consultant will
have any claim of any kind against the Company for any event or occurrence on or
prior to the completion of the Plan.
I also understand that I must bear the economic risk of ownership of
any of the Seafoods shares for a long period of time, the minimum of which will
be one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein and
those in the personal questionnaire (if applicable) I provided to Cadapult for
use by Seafoods as they are made to induce you to issue me the shares of
Seafoods under the Plan, and I further represent (of my personal knowledge or by
virtue of my reliance on one or more personal representatives), and agree as
follows, to-wit:
1. That the shares being acquired are being received for investment
purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase "for
investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and know
that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection with
the shares being acquired shall be imprinted with a legend restricting the sale,
assignment, hypothecation or other disposition unless it can be made in
accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company shall
reflect that I have requested the Company not to effect any transfer of any
stock certificate representing any of the shares being acquired unless I shall
first have obtained an opinion of legal counsel to the effect that the shares
may be sold in accordance with applicable laws, rules and regulations, and I
understand that any opinion must be from legal counsel satisfactory to the
Company and, regardless of any opinion, I understand that the exemption covered
by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign, hypothecate
or make any other disposition of any interest in the shares, options or warrants
being acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged for
shares of the Company are "risk capital," and I am fully capable of bearing the
economic risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for Seafoods,
all shares of Seafoods to be issued and delivered to me in exchange for my
shares of Cadapult shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock
represented by this certificate have not been
registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise
transferred unless compliance with the
registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be accompanied by
a letter signed by the requesting stockholder setting forth all relevant facts
relating to the request. Seafoods will attempt to accommodate any stockholders'
request where Seafoods views the request is made for valid business or personal
reasons so long as in the sole discretion of Seafoods, the granting of the
request will not facilitate a "public" distribution of unregistered shares of
Seafoods.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxx Xxxxx 16,000
------------------------------
(Name(s) and Number of Shares)
0 Xxxxxx Xxxx
------------------------------
(Address)
Xxxxxxxxx, XX 00000
------------------------------
(City, State and Zip Code)
If joint tenancy with full rights of
survivorship is desired, put the initials
JTRS after your names.
Dated this 15 day of June, 1998.
Very truly yours,
/s/ Xxxxxxx X. Xxxxx c/f Xxxxxx Xxxxx
--------------------------------------
EXHIBIT G
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Cadapult Graphic Systems, Inc., a New
Jersey corporation ("Cadapult"), for shares of Seafoods Plus,
Ltd., a Utah corporation ("Seafoods" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Cadapult, the other stockholders of Cadapult
and Seafoods, I acknowledge that I have approved this exchange; that I am aware
of all of the terms and conditions of the Plan; that I have received and
personally reviewed a copy of the Plan and any and all material documents
regarding the Company, including, but not limited to Articles of Incorporation,
Bylaws, minutes of meetings of directors and stockholders, financial statements
and reports filed with the Securities and Exchange Commission during the past
twelve months. I represent and warrant that I have sufficient knowledge and
experience to understand the nature of the exchange and am fully capable of
bearing the economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of the
Plan, Seafoods had no assets and no liabilities, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Cadapult for shares of Seafoods results in a decrease in the actual percentage
of ownership that my shares of Cadapult represented in Cadapult prior to the
completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxx, XxXxxxxxxx & Associates, 0000 Xxxxx 000 Xxxx, #000, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone (000) 000-0000; and that legal counsel for
Seafoods is Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, #000, Xxxx Xxxx
Xxxx, Xxxx 00000, Telephone (000) 000-0000. I further understand that, upon the
completion of the Plan, no accountant, attorney, employee or consultant will
have any claim of any kind against the Company for any event or occurrence on or
prior to the completion of the Plan.
I also understand that I must bear the economic risk of ownership of
any of the Seafoods shares for a long period of time, the minimum of which will
be one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein and
those in the personal questionnaire (if applicable) I provided to Cadapult for
use by Seafoods as they are made to induce you to issue me the shares of
Seafoods under the Plan, and I further represent (of my personal knowledge or by
virtue of my reliance on one or more personal representatives), and agree as
follows, to-wit:
1. That the shares being acquired are being received for investment
purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase "for
investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and know
that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection with
the shares being acquired shall be imprinted with a legend restricting the sale,
assignment, hypothecation or other disposition unless it can be made in
accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company shall
reflect that I have requested the Company not to effect any transfer of any
stock certificate representing any of the shares being acquired unless I shall
first have obtained an opinion of legal counsel to the effect that the shares
may be sold in accordance with applicable laws, rules and regulations, and I
understand that any opinion must be from legal counsel satisfactory to the
Company and, regardless of any opinion, I understand that the exemption covered
by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign, hypothecate
or make any other disposition of any interest in the shares, options or warrants
being acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged for
shares of the Company are "risk capital," and I am fully capable of bearing the
economic risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for Seafoods,
all shares of Seafoods to be issued and delivered to me in exchange for my
shares of Cadapult shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock
represented by this certificate have not been
registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise
transferred unless compliance with the
registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be accompanied by
a letter signed by the requesting stockholder setting forth all relevant facts
relating to the request. Seafoods will attempt to accommodate any stockholders'
request where Seafoods views the request is made for valid business or personal
reasons so long as in the sole discretion of Seafoods, the granting of the
request will not facilitate a "public" distribution of unregistered shares of
Seafoods.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxx Xxxxx 16,000
------------------------------
(Name(s) and Number of Shares)
0 Xxxxxx Xxxx
-------------
(Address)
Xxxxxxxxx, XX 00000
--------------------
(City, State and Zip Code)
If joint tenancy with full rights of
survivorship is desired, put the
initials JTRS after your names.
Dated this 15 day of June, 1998.
Very truly yours,
/s/ Xxxxxxx X. Xxxxx c/f Xxxxx Xxxxx
-------------------------------------
EXHIBIT G
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Cadapult Graphic Systems, Inc., a New
Jersey corporation ("Cadapult"), for shares of Seafoods Plus,
Ltd., a Utah corporation ("Seafoods" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Cadapult, the other stockholders of Cadapult
and Seafoods, I acknowledge that I have approved this exchange; that I am aware
of all of the terms and conditions of the Plan; that I have received and
personally reviewed a copy of the Plan and any and all material documents
regarding the Company, including, but not limited to Articles of Incorporation,
Bylaws, minutes of meetings of directors and stockholders, financial statements
and reports filed with the Securities and Exchange Commission during the past
twelve months. I represent and warrant that I have sufficient knowledge and
experience to understand the nature of the exchange and am fully capable of
bearing the economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of the
Plan, Seafoods had no assets and no liabilities, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Cadapult for shares of Seafoods results in a decrease in the actual percentage
of ownership that my shares of Cadapult represented in Cadapult prior to the
completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxx, XxXxxxxxxx & Associates, 0000 Xxxxx 000 Xxxx, #000, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone (000) 000-0000; and that legal counsel for
Seafoods is Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, #000, Xxxx Xxxx
Xxxx, Xxxx 00000, Telephone (000) 000-0000. I further understand that, upon the
completion of the Plan, no accountant, attorney, employee or consultant will
have any claim of any kind against the Company for any event or occurrence on or
prior to the completion of the Plan.
I also understand that I must bear the economic risk of ownership of
any of the Seafoods shares for a long period of time, the minimum of which will
be one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein and
those in the personal questionnaire (if applicable) I provided to Cadapult for
use by Seafoods as they are made to induce you to issue me the shares of
Seafoods under the Plan, and I further represent (of my personal knowledge or by
virtue of my reliance on one or more personal representatives), and agree as
follows, to-wit:
1. That the shares being acquired are being received for investment
purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase "for
investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and know
that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection with
the shares being acquired shall be imprinted with a legend restricting the sale,
assignment, hypothecation or other disposition unless it can be made in
accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company shall
reflect that I have requested the Company not to effect any transfer of any
stock certificate representing any of the shares being acquired unless I shall
first have obtained an opinion of legal counsel to the effect that the shares
may be sold in accordance with applicable laws, rules and regulations, and I
understand that any opinion must be from legal counsel satisfactory to the
Company and, regardless of any opinion, I understand that the exemption covered
by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign, hypothecate
or make any other disposition of any interest in the shares, options or warrants
being acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged for
shares of the Company are "risk capital," and I am fully capable of bearing the
economic risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for Seafoods,
all shares of Seafoods to be issued and delivered to me in exchange for my
shares of Cadapult shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock
represented by this certificate have not been
registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise
transferred unless compliance with the
registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be accompanied by
a letter signed by the requesting stockholder setting forth all relevant facts
relating to the request. Seafoods will attempt to accommodate any stockholders'
request where Seafoods views the request is made for valid business or personal
reasons so long as in the sole discretion of Seafoods, the granting of the
request will not facilitate a "public" distribution of unregistered shares of
Seafoods.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxx X. Xxxxx 20,000
------------------------
(Name(s) and Number of Shares)
000 Xxxxxxxxx Xxxxxx
--------------------
(Address)
Xxxxxxxxx, XX 00000
--------------------
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is desired,
put the initials JTRS after your names.
Dated this 15th day of June, 1998.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
-------------------
EXHIBIT G
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Cadapult Graphic Systems, Inc., a New
Jersey corporation ("Cadapult"), for shares of Seafoods Plus,
Ltd., a Utah corporation ("Seafoods" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Cadapult, the other stockholders of Cadapult
and Seafoods, I acknowledge that I have approved this exchange; that I am aware
of all of the terms and conditions of the Plan; that I have received and
personally reviewed a copy of the Plan and any and all material documents
regarding the Company, including, but not limited to Articles of Incorporation,
Bylaws, minutes of meetings of directors and stockholders, financial statements
and reports filed with the Securities and Exchange Commission during the past
twelve months. I represent and warrant that I have sufficient knowledge and
experience to understand the nature of the exchange and am fully capable of
bearing the economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of the
Plan, Seafoods had no assets and no liabilities, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Cadapult for shares of Seafoods results in a decrease in the actual percentage
of ownership that my shares of Cadapult represented in Cadapult prior to the
completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxx, XxXxxxxxxx & Associates, 0000 Xxxxx 000 Xxxx, #000, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone (000) 000-0000; and that legal counsel for
Seafoods is Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, #000, Xxxx Xxxx
Xxxx, Xxxx 00000, Telephone (000) 000-0000. I further understand that, upon the
completion of the Plan, no accountant, attorney, employee or consultant will
have any claim of any kind against the Company for any event or occurrence on or
prior to the completion of the Plan.
I also understand that I must bear the economic risk of ownership of
any of the Seafoods shares for a long period of time, the minimum of which will
be one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein and
those in the personal questionnaire (if applicable) I provided to Cadapult for
use by Seafoods as they are made to induce you to issue me the shares of
Seafoods under the Plan, and I further represent (of my personal knowledge or by
virtue of my reliance on one or more personal representatives), and agree as
follows, to-wit:
1. That the shares being acquired are being received for investment
purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase "for
investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and know
that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection with
the shares being acquired shall be imprinted with a legend restricting the sale,
assignment, hypothecation or other disposition unless it can be made in
accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company shall
reflect that I have requested the Company not to effect any transfer of any
stock certificate representing any of the shares being acquired unless I shall
first have obtained an opinion of legal counsel to the effect that the shares
may be sold in accordance with applicable laws, rules and regulations, and I
understand that any opinion must be from legal counsel satisfactory to the
Company and, regardless of any opinion, I understand that the exemption covered
by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign, hypothecate
or make any other disposition of any interest in the shares, options or warrants
being acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged for
shares of the Company are "risk capital," and I am fully capable of bearing the
economic risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for Seafoods,
all shares of Seafoods to be issued and delivered to me in exchange for my
shares of Cadapult shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock
represented by this certificate have not been
registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise
transferred unless compliance with the
registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be accompanied by
a letter signed by the requesting stockholder setting forth all relevant facts
relating to the request. Seafoods will attempt to accommodate any stockholders'
request where Seafoods views the request is made for valid business or personal
reasons so long as in the sole discretion of Seafoods, the granting of the
request will not facilitate a "public" distribution of unregistered shares of
Seafoods.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxx X. Xxxxxx 40,775
------------------------------
(Name(s) and Number of Shares)
000 Xxxxxxxxxx Xx.
------------------
(Address)
Xxxxxxxx, XX 00000
-------------------
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is desired,
put the initials JTRS after your names.
Dated this 15th day of June, 1998.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
EXHIBIT G
Seafoods Plus, Ltd.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Cadapult Graphic Systems, Inc., a New
Jersey corporation ("Cadapult"), for shares of Seafoods Plus,
Ltd., a Utah corporation ("Seafoods" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, Cadapult, the other stockholders of Cadapult
and Seafoods, I acknowledge that I have approved this exchange; that I am aware
of all of the terms and conditions of the Plan; that I have received and
personally reviewed a copy of the Plan and any and all material documents
regarding the Company, including, but not limited to Articles of Incorporation,
Bylaws, minutes of meetings of directors and stockholders, financial statements
and reports filed with the Securities and Exchange Commission during the past
twelve months. I represent and warrant that I have sufficient knowledge and
experience to understand the nature of the exchange and am fully capable of
bearing the economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of the
Plan, Seafoods had no assets and no liabilities, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
Cadapult for shares of Seafoods results in a decrease in the actual percentage
of ownership that my shares of Cadapult represented in Cadapult prior to the
completion of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxx, XxXxxxxxxx & Associates, 0000 Xxxxx 000 Xxxx, #000, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone (000) 000-0000; and that legal counsel for
Seafoods is Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, #000, Xxxx Xxxx
Xxxx, Xxxx 00000, Telephone (000) 000-0000. I further understand that, upon the
completion of the Plan, no accountant, attorney, employee or consultant will
have any claim of any kind against the Company for any event or occurrence on or
prior to the completion of the Plan.
I also understand that I must bear the economic risk of ownership of
any of the Seafoods shares for a long period of time, the minimum of which will
be one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein and
those in the personal questionnaire (if applicable) I provided to Cadapult for
use by Seafoods as they are made to induce you to issue me the shares of
Seafoods under the Plan, and I further represent (of my personal knowledge or by
virtue of my reliance on one or more personal representatives), and agree as
follows, to-wit:
1. That the shares being acquired are being received for investment
purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase "for
investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and know
that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection with
the shares being acquired shall be imprinted with a legend restricting the sale,
assignment, hypothecation or other disposition unless it can be made in
accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company shall
reflect that I have requested the Company not to effect any transfer of any
stock certificate representing any of the shares being acquired unless I shall
first have obtained an opinion of legal counsel to the effect that the shares
may be sold in accordance with applicable laws, rules and regulations, and I
understand that any opinion must be from legal counsel satisfactory to the
Company and, regardless of any opinion, I understand that the exemption covered
by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign, hypothecate
or make any other disposition of any interest in the shares, options or warrants
being acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged for
shares of the Company are "risk capital," and I am fully capable of bearing the
economic risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for Seafoods,
all shares of Seafoods to be issued and delivered to me in exchange for my
shares of Cadapult shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock
represented by this certificate have not been
registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise
transferred unless compliance with the
registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be accompanied by
a letter signed by the requesting stockholder setting forth all relevant facts
relating to the request. Seafoods will attempt to accommodate any stockholders'
request where Seafoods views the request is made for valid business or personal
reasons so long as in the sole discretion of Seafoods, the granting of the
request will not facilitate a "public" distribution of unregistered shares of
Seafoods.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxxx Xxxxxx 40,775
------------------------------
(Name(s) and Number of Shares)
0000 Xxxx Xxxxxx
----------------
(Xxxxxxx)
Xxxxxxx, Xxx Xxxxxx 00000
--------------------------
(City, State and Zip Code)
If joint tenancy with full rights of
survivorship is desired, put the
initials JTRS after your names.
Dated this 16 day of June, 1998.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
------------------
EXHIBIT H
CERTIFICATE OF OFFICER AND PRINCIPAL STOCKHOLDERS PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Seafoods Plus, Ltd., a Utah
corporation ("Seafoods"), and Xxxxxx Services, Inc., a Utah corporation, Xxxxx
X. Xxxxxx and Xxxxxxx X. Xxxxxx, the principal stockholders of Seafoods,
represent and warrant the following as required by the Agreement and Plan of
Reorganization (the "Plan") between Seafoods and Cadapult, a New Jersey
corporation ("Cadapult"), and the Cadapult Stockholders, to-wit:
1. That the undersigned, Xxxxxxxx X. Xxxxxxxx, is the President of
Seafoods and has been authorized and empowered by its Board of Directors to
execute and deliver this Certificate to Cadapult and the Cadapult Stockholders;
2. Based upon the personal knowledge, information and belief of the
undersigned and opinions of counsel for Seafoods regarding the Plan:
(i) All representations and warranties of Seafoods contained
within the Plan are true and correct;
(ii) Seafoods has complied with all terms and provisions required
of it pursuant to the Plan; and
(iii)There have been no material adverse changes in the
financial position of Seafoods as set forth in its financial
statements for the periods ended December 31, 1997 and 1996,
and March 31, 1998, except as set forth in Exhibit D to the
Plan.
SEAFOODS PLUS, LTD.
By /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxxx X. Xxxxxxxx, President
XXXXXX SERVICES, INC.
By /s/ Xxxxx X. Xxxxxx
--------------------
Xxxxx X. Xxxxxx, President
/s/ Xxxxx X. Xxxxxx
--------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
----------------------
Xxxxxxx X. Xxxxxx
EXHIBIT I
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Cadapult Systems, Inc., a New Jersey
corporation ("Cadapult"), represents and warrants the following as required by
the Agreement and Plan of Reorganization (the "Plan") between Cadapult, the
Cadapult Stockholders and Seafoods Plus, Ltd., a Utah corporation ("Seafoods"),
to-wit:
1. That he is the President of Cadapult and has been authorized and
empowered by its Board of Directors to execute and deliver this Certificate to
Seafoods;
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of Cadapult contained
within the Plan are true and correct;
(ii) Cadapult has complied with all terms and provisions required
of it pursuant to the Plan; and
(iii)There have been no material adverse changes in the
financial position of Cadapult as set forth in its financial
statements for the periods April 30, 1997 and 1996, except
as set forth in Exhibit F to the Plan.
CADAPULT GRAPHIC SYSTEMS, INC.
By /s/ Xxxxxxx X. Xxxxx, President
--------------------------------
Xxxxxxx X. Xxxxx, President
