ACQUISITION AGREEMENT
AGREEMENT dated 22nd February 1999 ("the Agreement"), by, between
and among Medic Media Inc, a company incorporated under the laws
of the State of Delaware (herein referred to as MMI), the persons
listed on Exhibit A attached hereto and made a part hereof, being
all of the shareholders and executive officers of MMI(hereinafter
referred to as "MANAGEMENT"); and CMAC INDUSTRIES LIMITED, a
company incorporated under the laws the Channel Island of Jersey,
and its wholly owned Subsidiary corporation AMERICAN MARINE
AMPHBIOUS CRAFT (AMAC) INC, a company incorporated under the laws
of Virginia, (hereinafter collectively referred to as "CMAC");
and the persons listed on Exhibit "A" attached hereto and made a
part hereof, (hereinafter referred to as the "SELLERS").
WHEREAS, the SELLERS own a total of 100 shares of common stock,
1GBP par value, of CMAC, said shares being 100% of the issued and
outstanding common stock of CMAC.
WHEREAS, the SELLERS desire to sell and MMI desires to purchase
one hundred (100%) percent of such shares.
NOW, THEREFORE, in consideration of the mutual convenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to MMI and MMI hereby agrees to
purchase and acquire from the SELLERS, a total of 100 shares
of common stock of CMAC, which equates to one hundred percent
(100%) percent of all of CMAC's currently issued and
outstanding common stock (the CMAC Common Shares"), in a tax-
free stock-for-stock acquisition.
2. Purchase Price - The aggregate purchase price to be paid by
MMI for the CMAC Common Shares shall be 3,500,000 post-reverse
split shares of MMI $0.001 par value voting common stock (the
"MMI Common Shares"). The MMI Common Shares will be issued to
the individual SELLERS in accordance with Exhibit "A-1"
attached hereto.
3. Warranties Representations and Covenants of CMAC and CMAC
PRINCIPALS - In order to induce MMI to enter into this
Agreement and to complete the transaction contemplated hereby,
CMAC and its principal executive officers (hereinafter
referred to as the "CMAC PRINCIPALS", jointly and severally
warrant and represent to MMI that:
(a) Organization and Standing CMAC is a corporation duly
organized, validly existing and in a good standing under the
laws of the Channel Island of Jersey, is qualified to do
business as a foreign corporation in every other state or
jurisdiction in which it operates to the extent required by
the laws of such states and jurisdictions, and has full
power and authority to carry on its business as now
conducted and to own and operate its assets, properties and
business. Attached hereto as Exhibit "B" are true and
correct copies of CMAC's Certificate of Incorporation,
amendments thereto and all current \by-laws of CMAC. No
changes thereto will be made in any of the Exhibit "B"
documents before the closing. CMAC's wholly owned
subsidiary, American Marine Amphibious Craft is a
corporation duly organized, validly existing and in a good
standing under the laws of the state of Virginia, is
qualified to do business as a foreign corporation in every
other state or jurisdiction in which it operates to the
extent required by the laws of such states and
jurisdictions, and has full power and authority to carry on
its business as now conducted and to own and operate its
assets, properties and business. Attached hereto as Exhibit
"B" are true and correct copies of American Marine
Amphibious Crafts (Amac) Inc Certificate of Incorporation,
amendments thereto and all current \by-laws of American
Marine Amphibious Craft (Amac) Inc. No changes thereto will
be made in any of the Exhibit "B" documents before the
closing. American Marine Amphibious Craft (Amac) Inc has no
subsidiaries except as listed or any investments or
ownership interests in any corporation, partnership, joint
venture or other business enterprise which is material to
its business.
(b) Capitalization As of the Closing Date of CMAC's entire
authorized equity capital consists of 100 shares of 1GBP par
value, of which 100 shares of Common Stock will be outstanding
as of the Closing. As of the Closing Date, there will be no
other voting or equity securities authorized or issued, nor
any authorized or issued securities convertible into voting
stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which CMAC or
the SELLERS are bound, calling for the issuance of any
additional shares of common stock or any other voting or
equity security.
The 100 issued and outstanding CMAC Common Shares to be
transferred by SELLERS constitutes one hundred (100%) percent
of the currently issued and outstanding shares of Common Stock
of CMAC, which includes inter-claim, that same percentage of
CMAC's voting power, right to receive dividends, when, as and
if declared and paid, and the right to receive the proceeds of
liquidation attributable to common stock, if any. CMAC owns
100% of the outstanding share capital of American Marine
Amphibious Craft.
(c) Ownership of CMAC Shares Each SELLER warrants and
represents, severally, that as of the date hereof, such SELLER
is the sole owner of the CMAC Common Shares listed by his or
her name on Exhibit "A-1", free and clear of all liens,
encumbrances, and restrictions whatsoever, except that the
CMAC Common Shares so listed have not been registered under
the Securities Act of 1933, as amended (the "33 Act"), or any
applicable State Securities laws. By SELLERS' transfer of the
CMAC Common Shares to MMI pursuant to this Agreement. MMI will
thereby acquire 100% of the outstanding capital stock of CMAC,
free and clear of all liens, encumbrances and restrictions of
any nature whatsoever, except by reason of the fact that the
CMAC Common Shares will not have been registered under the '33
Act, or any applicable State securities laws.
(d) Taxes CMAC has filed all federal, state and local income or
other tax returns and reports that it is required to file with
all governmental agencies, wherever situate, and has paid or
accrued for payment all taxes as shown on such returns, such
that a failure to file, pay or accrue will not have a material
adverse effect on CMAC. CMAC's income tax returns have never
been audited by any authority empowered to do so.
(e) Pending Actions There are no material legal actions,
lawsuits, proceedings or investigations, either administrative
or judicial, pending or threatened, against or affecting CMAC,
or against the CMAC PRINCIPALS that arrive out of their
operation of CMAC, except as described in Exhibit "C" attached
hereto. CMAC is not knowingly in material violation of any
law, material ordinance or regulation of any kind whatever,
including, but not limited to laws, rules and regulations
governing the sale of its services, the 33 Act, the Securities
Exchange Act of 1934, as amended (the "34 Act"), the Rules and
Regulations of the U.S. Securities and Exchange Commission
("SEC"), or the Securities Laws and Regulations of any state
or nation.
(f) Government and Regulation CMAC holds the licenses and
registrations set forth on Exhibit "D" hereto from the
jurisdictions set forth therein, which licenses and
registrations are all of the licenses and registrations
necessary to permit CMAC to conduct its current business.
All of such licenses and registrations are in full force and
effect, and there are no proceedings, hearings or other
actions pending that may affect the validity or continuation
of any of them. No approval of any other trade or
professional association or agency of government other than as
set forth on Exhibit "D" is required for any of the
transactions effected by this Agreement, and the completion of
the transactions contemplated by this Agreement will not, in
and of themselves, affect or jeopardize the validity or
continuation of any of them.
(g) Ownership of Assets Except as set forth in Exhibit "E"
attached hereto, CMAC has good, marketable title, without any
liens or encumbrances of any nature whatever, to all of the
following, if any; assets, properties and rights of every type
and description, including, without limitation, all cash on
hand and in banks, certificates of deposit, stocks, bonds, and
other securities, good will, customer lists, its corporate
name and all variants thereof, trademarks and trade names,
copyrights and interests thereunder, licenses and
registrations, pending licenses and permits and applications
therefor, inventions, processes, know-how, trade secrets, real
estate and interests therein and improvements thereto,
machinery, equipment, vehicles, notes and accounts receivable,
fixtures, rights under agreements and leases, franchises, all
rights and claims under insurance policies and other contracts
of whatever nature, rights in funds of whatever nature, books
and records and all other property and rights of every kind
and nature owned or held by CMAC as of this date, and will
continue to hold such title on and after the completion of the
transactions contemplated by this Agreement; nor, except in
the ordinary course of its business, has CMAC disposed of any
such asset since the date of the most recent balance sheet
described in Section 3(0) of this Agreement.
(h) No Interest in Suppliers, Customers, Landlords or
Competitors Neither the CMAC PRINCIPALS nor any member of
their families have any material interest of any nature
whatever in any supplier, customer, landlord or competitor of
CMAC.
(i) No Debt Owed by CMAC to CMAC PRINCIPALS Except as set forth
in Exhibit "F" attached hereto, CMAC does not owe any money,
securities, or property to either the CMAC PRINCIPALS or any
member of their families or to any company controlled by such
a person, directly or indirectly.
(j) Complete Records All of CMAC's books and records,
including, without limitation, its books of account, corporate
records, minute book, stock certificate books and other
records are up-to-date, complete and reflect accurately and
fairly the conduct of its business in all material respects
since its date of incorporation.
(k) No Misleading Statements or Omissions Neither this
Agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to MMI in connection
herewith, contains any materially misleading statement or
omits any fact or statement necessary to make the other
statements or facts therein set forth not materially
misleading.
(l) Validity of this Agreement All corporate and other
proceedings required to be taken by the SELLERS and by CMAC
in order to enter into and carry out this Agreement have been
duly and properly taken. This Agreement has been duly
executed by the SELLERS and by CMAC, and constitutes the valid
and binding obligation of each of them, enforceable in
accordance with its terms except to the extent limited by
applicable bankruptcy, reorganization, insolvency, moratorium
or other laws relating to or effecting generally the
enforcement of creditors rights. The execution and delivery
of this Agreement and the carrying out of its purposes will
not result in the breach of any of the terms and conditions
of, or constitute a default under or violate, CMAC's
Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture, license or other
material document or undertaking, oral or written, to which
CMAC or the SELLERS is a party or is bound or may be affected,
nor will such execution, delivery and carrying out violate any
law, rule or regulation or any order, with injunction or
decree, of any court, regulatory agency or other governmental
body; and the business now conducted by CMAC can continue to
be so conducted after completion of the transaction
contemplated hereby, with CMAC as a wholly owned subsidiary of
MMI.
(m) Concepts and Approvals: Compliance with Laws Neither CMAC
nor the SELLERS are required to make any filing with, or
obtain the consent or approval of, any person or entity as a
condition to the consummation of the transactions contemplated
by this Agreement. The business of CMAC has been operated in
material compliance with all laws, rules, and regulations
applicable to its business, including, without limitation,
those related to securities matters, trade matters,
environmental matters, public health and safety, and labor and
employment.
(n) Access to Books and Records MMIwill have full and free
access to CMAC's books during the course of this transaction
prior to Closing, during regular business hours, on reasonable
notice.
4. Warranties, representations and Covenants of MMI
In order to induce the SELLERS and CMAC to enter into this
Agreement and to complete the transaction contemplated hereby,
MMI warrant, represent and covenant to CMAC and SELLERS that :
(a) Organization and Standing MMI is a corporation duly
organized, validly existing and in good standing under
the laws of the State of Delaware, will be qualified to
do business as a foreign corporation in every other state
and jurisdiction in which it operates to the extent
required by the laws of such states or jurisdictions, and
will have full power and authority to carry on its
business as now conducted and to own and operate its
assets, properties and business. MMI has no subsidiaries
or any other investments or ownership interests in any
corporation, partnership, joint venture or other business
enterprise.
(b) Capitalization MMI's entire authorized equity capital
consists of 25,000,000 shares of voting common stock,
$0.001 par value. As of the Closing, after giving effect
to (I) the proposed one-for-6.5 reverse split of MMI's
10,000,000 currently outstanding shares into 1,538,461
shares; and (II) the issuance of 3,500,000 post-reverse
split shares to the SELLERS as described in Exhibit A/A1
herein; Hereof, MMI will have authorised 25,000,000
shares of common stock and have issued and outstanding a
maximum of 5,038,461 shares of voting common stock,
$0.001 par value and no shares of preferred stock issued
as at closing. Upon issuance, all of the MMI Common
Stock will be validly issued, fully paid and non-
assessable. The relative rights and preferences of MMI's
equity securities are set forth on the Certificate of
Incorporation, as amended and MMI's By-laws (Exhibit "H"
hereto). There are no other voting or equity securities
authorized or issued, not any authorized or issued
securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options,
rights, commitments or agreements by which MMI is bound,
calling for the issuance of any additional shares of
common stock or any other voting or equity security. The
By-laws of MMI provide that a simple majority of the
shares voting at a stock holders' meeting at which a
quorum is present may elect all of the directors of MMI.
Cumulative voting is not provided for by the By-Laws or
Certificate of Incorporation of MMI. Accordingly, as of
the Closing the 3,500,000 shares being issued to and
acquired by the SELLERS will constitute 69% of the
5,038,461 shares of MMI, the right to receive dividends,
when, as and if declared and paid, and the right to
receive the proceeds of liquidation attributable to
common stock, if any.
(c) Ownership of Shares By MMI's issuance of the MMI Common
Shares to the SELLERS pursuant to this Agreement, the
SELLERS will thereby acquire good, absolute marketable
title thereto, free and clear of all liens, encumbrances
and restrictions of any nature whatsoever, except by
reason of the fact that such MMIshares will not have been
registered under the 33 Act, or any applicable state
securities laws.
(d) Significant Agreements MMIis not and will not at
Closing be bound by any of the following:
(i) Employment, advisory or consulting contract
(except as described in Section 12 herein).
(ii) Plan providing for employee benefits of any
nature.
(iii) Lease with respect to any property or
equipment.
(iv) Contract of commitments for any current
expanditure.
(v) Contract or commitment pursuant to which it has
assumed, guaranteed, endorsed or otherwise become
liable for any obligation of any other person, firm
or organization.
(vi) Contract, agreement, understanding, commitment or
arrangement either than in the normal course of
business, not set forth in the Agreement or an
Exhibit hereto.
(vii) Agreement with any person relating to the
dividend, purchase or sale of securities, that has
not been settled by the delivery of payment of
securities when due, and which remains unsettled
upon the date of this Agreement.
(e) Taxes MMI has filed all federal, state and local income
or other tax returns and reports that it is required to
file with all governmental agencies, wherever situate,
and has paid all taxes as shown on such returns. All of
such returns are true and complete. MMI's income tax
returns have never been audited by say authority
empowered to do so.
(f) Absence of Liabilities As of the Closing Date MMI
will have no liabilities of any kind or nature, fixed or
contingent, except for the costs, including legal and
accounting fees and other expenses, in connection with
this transaction, for which MMI agrees to be responsible
and to pay in full at or before the Closing.
(g)No Pending Actions To the best of management's
knowledge, there are no legal actions, lawsuits,
proceedings or investigations, either administrative or
judicial, pending or threatened against or affecting MMI,
or against any of the MMI MANAGEMENT and arising out of
their operation of MMI. MMI has been in compliance with,
and has not received notice of violation of any law,
ordinance of any kind whatever, including, but not
limited to, the 33 Act, the Rules and Regulations of the
SEC, or the Securities Laws and Regulations of any sale.
MMI is not an investment company as defined in, or
otherwise subject to regulation under, the Investment
Company Act of 1940. MMI is not required to file reports
pursuant to either Section 13 or Section 15 (d) of the 34
Act.
(h)Corporate Records All of MMI's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books
and other records are up-to-date complete and reflect
accurately and fairly the conduct of its business in all
respects since its date of incorporation; all of said
books and records will be made available for inspection
by CMAC's authorized representatives prior to the
Closing as provided by Section 4(I) herein, and will be
delivered to MMI's new management at the Closing.
(i)No Misleading Statements or Omissions Neither this
agreement nor any financial statement, exhibit, schedule
or document attached hereto or presented to CMAC in
connection herewith contains any materially misleading
statement, or omits any fact or statement necessary to
make the other statements or facts therein set forth not
materially misleading.
(j)Validity of this Agreement All corporate and other
proceedings required to be taken by MMI in order to enter
into and to carry out this Agreement will have been duly
and properly taken at or before the Closing. This
Agreement has been duly executed by MMI, constitutes a
valid and binding obligation of MMI enforceable in
accordance with its terms. The execution and delivery of
this Agreement and the carrying out of its purposes will
not result in the breach of any of the terms or
conditions of, or constitute a default under or violate,
MMI's Certificate of Incorporation or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license or
other document or undertaking, oral or written, to which
MMI is a party or is bound or may be affected nor will
such execution, delivery and carrying out violate any
law, rule or regulation or any order, writ, injunction or
decree of any court, regulatory agency or other
governmental body.
(k)Consents and Approvals, Compliance with Laws Except
for the notices to be filed as described in Section
7(a)(v) herein, neither CMAC nor MANAGEMENT is required
to make any filing with, or obtain the consent or
approval of, any person or entity as a condition to the
consummation of the transactions contemplated by this
Agreement. The business of MMI has been operated in
compliance with all laws, rules and regulations
applicable to its business, including, without
limitation, those related to securities matters, trade
matters, environmental matters, public health and safety,
and labor and employment.
(l)Access to Books and Records CMAC and SELLERS will have
full and free access to CMAC's books and records during
the course of this transaction prior to and at the
Closing on reasonable notice.
(M)MMI Financial Condition As of the Closing, MMI will
have no assets or liabilities, except as disclosed in
financial statements.
(n)Directors and Shareholders Approval As of the Closing,
MMI's Board of Directors and Shareholders, by meeting or
consent shall have properly authorized the matters
described in section 7(a)(iv)herein.
(o)The MMI Shares All of the MMI Common Shares issued to
SELLERS shall be validly issued, fully-paid non-
assessable shares of MMI Common Stock, with full voting
rights, dividend rights, and right to receive the
proceeds of liquidation , if any, as set forth in MMI's
Certificate of Incorporation.
5. Term: Indemnification All representations, warranties,
covenants and agreements made herein and in the exhibits
attached hereto shall survive the execution and delivery of
this Agreement and payment pursuant thereto. MANAGEMENT and
CMAC MANAGEMENT ("management") of both parties to the
agreement hereby agree, jointly and severally, to indemnify,
defend, and hold harmless MMI, CMAC, and the SELLERS from and
against any damage, loss, liability, or expense (including
without limitation,
reasonable expenses of investigation and reasonable attorney's
fees) arising out of any material breech of any
representation, warranty, covenant, or agreement made by CMAC
MANAGEMENT or management in this Agreement.
1. Conditions Precedent to Closing (a) The obligations of CMAC
and the SELLERS under this Agreement shall be and are subject
to fulfillment, prior to or at the Closing, of each of the
following conditions:
(i) That MMI's representations and warranties contained
herein shall be true and correct at the time of Closing
as if such representations and warranties were made at
such time, and will deliver an executed certification
confirming the foregoing;
(ii) That MMI shall have performed or complied with all
agreements, terms and conditions required by this
Agreement to be performed or complied with by them prior
to or at the time of the Closing;
(iii) That MMI's directors and shareholders, by proper and
sufficient vote taken either by consent or at a meeting
duly and properly called and held, shall have properly
approved all of the matters required to be approved by
MMI's directors and shareholders, respectively;
(iv) That MMI's Board of Directors, by proper and
sufficient vote, shall have approved this Agreement and
the transactions contemplated hereby; approved the
contemplated reverse split of MMI's outstanding Common
Stock without changing either the authorized shares or
the par value; approved the change of MMI's corporate
name to a name selected by CMAC; approved the resignation
of all of MMI's current directors and the election of up
to three designees of CMAC to serve as directors in place
of MMI's current directors; and will have approved such
other changes as are consistent with this Agreement and
approved by CMAC and MMI; and
(b) The obligations of MMI under this Agreement shall be and
are subject to fulfillment, prior to or at the Closing of each
of the following conditions:
(i) That CMAC's and SELLERS' representations and warranties
contained herein shall be true and correct at the time of
Closing as if such representations and warranties were
made at such time and CMAC and the CMAC PRINCIPALS shall
deliver an executed certification confirming the
foregoing;
That CMAC and CMAC PRINCIPALS shall have performed or
complied with all agreements, terms and conditions
required by this Agreement to be performed or complied
with by them prior to or at the time of Closing; and
7. Termination This Agreement may be terminated at any time
before or at Closing, by;
(a) The mutual agreement of the parties;
(b) Any party if:
(i) Any provision of this Agreement applicable to a
party shall be materially untrue or fail to be
accomplished on or before March 31, 1999.
(ii) Any legal proceeding shall have been instituted
or shall be imminently threatening to delay,
restrain or prevent the consummation of this
Agreement.
Upon termination of this Agreement for any reason, in accordance
with the terms and conditions set forth in this paragraph, each
said party shall bear all costs and expenses as each party has
incurred and no party shall be liable to the other.
8. Exhibits All Exhibits attached hereto are incorporated herein
by this reference as if they were set forth in their entirety.
9. Miscellaneous Provisions This Agreement is the entire
agreement between the parties in respect of the subject matter
hereof, and there are no other agreements, written or oral, nor
may this Agreement be modified except in writing and executed by
all of the parties hereto. The failure to insist upon strict
compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such
rights or power at any other time or times.
10. Closing The Closing of the transactions contemplated by this
Agreement ("Closing") shall take place at the offices of MMI, at
1.00 P.M. on the first business day after the letter of the
approval of SELLERS owning at least 80% of CMAC's Common Stock or
the shareholders of MMI approving this Agreement and the matters
referred to in section 7(a)(vi) herein, or such other date as the
parties hereto shall mutually agree upon. At the Closing, all of
the documents and items referred to herein shall be exchanged.
11 Governing Law This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Delaware.
12. Counterparts This Agreement may be executed in duplicate
facsimile counterparts, each of which shall be deemed an original
and together shall constitute one and the same binding Agreement,
with one counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the date and year above first written.
MEDIC MEDIA INC
By: ____________________________
____________________________
C-MAC INDUSTRIES LIMITED
By: ____________________________
