SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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FTM MEDIA, INC.
(F/K/A REDWOOD BROADCASTING, INC.)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.004 PER SHARE
(Title of Class of Securities)
457961100
(CUSIP Number)
ANGELINE C. STRAKA
VICE PRESIDENT AND SECRETARY
INFINITY BROADCASTING CORPORATION
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 975-4321
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1999
(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13-1(e), 13d-1(f) or 13d-1(g), check the following box []
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Infinity Broadcasting Corporation
13-4030071
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,500,000
BENEFICIAL- ---------------------------------------------
LY OWNED
BY EACH 8 SHARED VOTING POWER
REPORTING 5,519,775
PERSON WITH ---------------------------------------------
9 SOLE DISPOSITIVE POWER
1,500,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Infinity Media Corporation
13-2766282
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
---------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,500,000
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 5,519,775
REPORTING ----------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,500,000
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
---------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,500,000
---------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
---------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D statement relates to the common stock,
par value $0.004 per share ("Common Stock"), of FTM Media,
Inc. (f/k/a Redwood Broadcasting, Inc.), a Colorado
corporation (the "Issuer"). The principal executive office
and principal business address of the Issuer is located at
6991 East Camelback Road, Suite D-103, Scottsdale, Arizona
85251.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Schedule 13D statement are: (i)
Infinity Broadcasting Corporation ("Infinity Broadcasting"), a
Delaware corporation, whose principal executive office and
principal business address is located at 40 West 57th Street,
New York, New York 10019; and (ii) Infinity Media Corporation
("Infinity Media"), a wholly owned subsidiary of Infinity
Broadcasting, whose principal executive office and principal
business address is located at 40 West 57th Street, New York,
New York 10019.
Infinity Broadcasting conducts its business directly and
through various subsidiaries, including Infinity Media. The
operations of Infinity Broadcasting and Infinity Media
principally relate to radio broadcasting and outdoor
advertising.
During the last five years, neither Infinity
Broadcasting, Infinity Media nor, to the knowledge of Infinity
Broadcasting or Infinity Media, any executive officer or
director of Infinity Broadcasting or Infinity Media, has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
The attached Schedule I is a list of the directors and
executive officers of each of Infinity Broadcasting and
Infinity Media which contains the following information with
respect to each such person:
(a) name;
(b) business address; and
(c) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
Each such person identified on the attached Schedule 1 hereto
is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 31, 1999, Infinity Media and certain other
shareholders (collectively, the "INRG Shareholders") of
Interactive Radio Group, Inc., a Delaware corporation
("INRG"), entered into a Contribution Agreement with the
Issuer (the "Contribution Agreement"), pursuant to which the
Issuer acquired 4,415,820 shares of the common stock of INRG
from the INRG Shareholders in exchange for the issuance of
5,519,775 shares of Issuer's Common Stock. This represented a
ratio of 1.25 shares of Issuer's Common Stock for each share
of INRG common stock exchanged. Pursuant to the Contribution
Agreement, Infinity Media acquired 1,500,000 shares of Common
Stock of Issuer in exchange for a contribution of 1,200,000
shares of INRG common stock held by Infinity Media. A copy of
the Contribution Agreement is attached as Exhibit 1 hereto and
is incorporated in its entirety herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Infinity Media acquired beneficial ownership of its
shares of Common Stock pursuant to the Contribution Agreement
for investment purposes.
Pursuant to the terms of the Contribution Agreement, the
individuals whom serve as directors of INRG were also
appointed to serve as directors of the Issuer. Infinity
Media, as an INRG Shareholder and a party to the Contribution
Agreement, is presently represented on the Issuer's board of
directors. Further pursuant thereto, the Issuer is bound to
use commercially reasonably efforts to (i) enter into a merger
agreement with a Delaware corporation pursuant to which the
Issuer would be merged with and into such Delaware corporation
as the surviving corporation, and (ii) cause a registration
statement to be filed and to become effective with respect to
stock issued in connection with such merger. On September 22,
1999, the board of directors of INRG approved the merger of
INRG into the Issuer, and, on the same date, the Issuer's
board of directors (which has the same directors as INRG)
approved the reincorporation of the Issuer in Delaware through
the merger of the Issuer into a Delaware corporation.
Except as set forth in this Schedule 13D statement,
neither Infinity Broadcasting nor Infinity Media has any
present plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of
the Issuer or the disposition of securities of the Issuer; (b)
an extraordinary corporate transaction involving the Issuer or
any of its subsidiaries; (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries,
(d) any change in the present board or management of the
Issuer; (e) any material change in the Issuer's capitalization
or dividend policy; (f) any change in the Issuer's charter or
bylaws, or other instrument corresponding thereto, or other
action which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of the Issuer's
securities to be deregistered or delisted; (i) a class of
equity securities of the Issuer becoming eligible for
termination of registration; or (j) any action similar to any
of those enumerated above. However, Infinity Broadcasting and
Infinity Media reserve the right to implement a different
course of action at any time in the future depending upon
their assessment of such criteria as may be significant to
them.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
To the best knowledge of Infinity Broadcasting and
Infinity Media, the aggregate number of shares of Issuer's
Common Stock outstanding as of October 20, 1999 was 6,524,356.
(a) Infinity Media directly holds 1,500,000 shares of
Issuer's Common Stock, representing approximately 22.9% of the
6,524,356 shares of Issuer's Common Stock issued and
outstanding as of October 20, 1999. As the sole shareholder
of Infinity Media, Infinity Broadcasting may be deemed to
beneficially own of all the Common Stock directly held by
Infinity Media.
By virtue of the Contribution Agreement, Infinity Media
may be deemed a member of a "group" with the other INRG
Shareholders within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934. The 5,519,775 shares of
Common Stock owned by the INRG Shareholders represent
approximately 84% of the 6,524,356 shares of Issuer's Common
Stock issued and outstanding as of October 20, 1999. Infinity
Broadcasting and Infinity Media expressly disclaim beneficial
ownership of any shares of the Issuer's Common Stock except
the 1,500,000 shares directly held by Infinity Media.
(b) Infinity Media, or Infinity Broadcasting acting
through Infinity Media, possesses sole power to vote, or to
direct the vote of, the 1,500,000 shares of the Common Stock
directly held by Infinity Media. With respect solely to the
election of certain directors pursuant to the Contribution
Agreement, Infinity Media may be deemed to have shared voting
power with respect to 5,519,775 shares of the Issuer's Common
Stock.
Infinity Media, or Infinity Broadcasting acting through
Infinity Media, possesses sole power to dispose, or to direct
the disposition of, the 1,500,000 shares of Issuer's Common
Stock directly held by Infinity Media.
(c) During the past 60 days, neither Infinity
Broadcasting nor Infinity Media has effected any transactions
in the shares of Issuer's Common Stock except as disclosed in
this Schedule 13D statement.
(d) Except as may be disclosed in this Schedule 13D
statement, no other person is known to have the right to
receive, or the power to direct the receipt of, dividends
from, or proceeds from the sale of, any of the Common Stock
directly held by Infinity Media.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as described in this Schedule 13D statement,
neither Infinity Broadcasting nor Infinity Media has any
contracts, arrangements, understandings or relationships with
any person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Attached to this Schedule 13D statement and filed with
this statement as an exhibit is the following document:
Exhibit 1. Contribution Agreement, dated as of March
31, 1999 by and among the Issuer and
certain shareholders of Interactive Radio
Group, Inc., a Delaware corporation.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
Date: December 29, 1999.
INFINITY BROADCASTING CORPORATION
By: /s/ Angeline C. Straka
---------------------------
Name: Angeline C. Straka
Title: Vice President and Secretary
INFINITY MEDIA CORPORATION
By: /s/ Angeline C. Straka
---------------------------
Name: Angeline C. Straka
Title: Vice President and Secretary
<PAGE>
SCHEDULE I
A. INFINITY BROADCASTING CORPORATION
NAME, BUSINESS ADDRESS, AND PRESENT
PRINCIPAL OCCUPATION OR EMPLOYMENT OF
THE DIRECTORS AND EXECUTIVE OFFICERS OF
INFINITY BROADCASTING CORPORATION
I. DIRECTORS OF INFINITY BROADCASTING CORPORATION
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND
ADDRESS OF EMPLOYMENT
-------------------------- ------------------------------
Mel Karmazin President and Chief Executive
CBS Corporation Officer
51 W. 52nd Street CBS Corporation
New York, NY 10019 Chairman, President, and Chief
Executive Officer
Infinity Broadcasting Corporation
51 West 52nd Street
New York, NY 10019
Farid Suleman Vice President and Treasurer
Infinity Broadcasting CBS Corporation, and
Corporation Executive Vice President, Chief
40 West 57th Street Financial Officer and Treasurer
New York, NY 10019 Infinity Broadcasting Corporation
40 West 57th Street
New York, NY 10019
George H. Conrades Chairman and CEO
AKAMAI Technologies AKAMAI Technologies
201 Broadway 201 Broadway
Cambridge, MA 02139 Cambridge, MA 02139
Robert D. Walter Chairman and Chief Executive
Cardinal Health, Inc. Officer
7000 Cardinal Place Cardinal Health, Inc.
Dublin, OH 43017 7000 Cardinal Place
Dublin, OH 43017
Paula Stern President
The Stern Group, Inc. The Stern Group, Inc.
3314 Ross Place NW 3314 Ross Place NW
Washington, DC 20008 Washington, DC 20008
Richard R. Pivirotto President
Richard R. Pivirotto Co., Richard R. Pivirotto Co., Inc.
Inc. 111 Clapboard Ridge Rd.
111 Clapboard Ridge Rd. Greenwich, CT 06830
Greenwich, CT 06830
Jeffrey Sherman President and Chief Operating
Bloomingdale's Inc. Officer
1000 Third Avenue Bloomingdale's Inc.
New York, N.Y. 10022 1000 Third Avenue
New York, N.Y. 10022
Bruce S. Gordon Group President, Enterprise
Bell Atlantic Business
1095 Avenue of the Americas Bell Atlantic
New York, NY 10036 1095 Avenue of the Americas
New York, NY 10036
William S. Levine Owner and an officer of numerous
1702 E. Highland, Suite 310 privately-owned firms.
Phoenix, AZ 85016 Also, Chairman,
Outdoor Systems, Inc.
1702 E. Highland, Suite 310
Phoenix, AZ 85016
Arturo R. Moreno Chief Executive Officer
Outdoor Systems, Inc. Outdoor Systems, Inc.
2502 North Black Canyon 2502 North Black Canyon Highway
Highway Phoenix, AZ 85009
Phoenix, AZ 85009
II. EXECUTIVE OFFICERS OF INFINITY BROADCASTING CORPORATION
NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
AND
ADDRESS OF EMPLOYMENT
- ------------------------------- -----------------------------
Mel Karmazin, Same as Schedule I(A)(I)
Chairman, President and Chief
Executive Officer
Same as Schedule I(A)(I)
Farid Suleman, Same as Schedule I(A)(I)
Executive Vice President, Chief
Financial Officer and Treasurer
Same as Schedule I(A)(I)
Daniel R. Mason, Executive Vice President of
Executive Vice President, Infinity Broadcasting
Infinity Broadcasting, and Corporation and President,
President, Infinity
Infinity Radio Group Radio Group
c/o First Media Corporation c/o First Media Corporation
10220 River Road 10220 River Road
Potomac, Maryland 20854 Potomac, Maryland 20854
William M. Apfelbaum, Chairman and Chief Executive
President and Chief Executive Officer,
Officer TDI Worldwide, Inc.
TDI Worldwide, Inc. 275 Madison Avenue, 8th Floor
275 Madison Avenue, 8th Floor New York, NY 10016
New York, NY 10016
<PAGE>
B. INFINITY MEDIA CORPORATION
NAME, BUSINESS ADDRESS, AND PRESENT
PRINCIPAL OCCUPATION OR EMPLOYMENT OF
THE DIRECTORS AND EXECUTIVE OFFICERS OF
INFINITY MEDIA CORPORATION
I. DIRECTORS OF INFINITY MEDIA CORPORATION
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL
OCCUPATION AND
ADDRESS OF EMPLOYMENT
---------------------------- -----------------------------
Mel Karmazin Same as Schedule I(A)(I)
Same as Schedule I(A)(I)
Farid Suleman Same as Schedule I(A)(I)
Same as Schedule I(A)(I)
II. EXECUTIVE OFFICERS OF INFINITY MEDIA CORPORATION
NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL
OCCUPATION AND
ADDRESS OF EMPLOYMENT
- -------------------------------- ---------------------------
Mel Karmazin, Same as Schedule I(A)(I)
Chairman, President and Chief
Executive Officer
Same as Schedule I(A)(II)
Farid Suleman, Same as Schedule I(A)(I)
Executive Vice President, Chief
Financial Officer and Treasurer
Same as Schedule I(A)(II)
<PAGE>
EXHIBIT INDEX
Exhibit 1. Contribution Agreement, dated as of March 31, 1999
by and among the Issuer and certain shareholders
of Interactive Radio Group, Inc., a Delaware
corporation.
Exhibit 1
CONTRIBUTION AGREEMENT
-----------------------
THIS CONTRIBUTION AGREEMENT (the "Agreement") is entered
into as of March 31, 1999 by and among Redwood Broadcasting,
Inc., a Colorado corporation ("Redwood"), and certain
shareholders of Interactive Radio Group, Inc., a Delaware
corporation ("INRG"), listed on the signature pages hereto
(each, individually, an "INRG Shareholder" and, collectively,
the "INRG Shareholders").
R E C I T A L S
-------------------
WHEREAS, the INRG Shareholders own the number of shares
of common stock, $.0001 par value per share ("Common Stock"),
of INRG set forth on Exhibit A hereto;
WHEREAS, the parties hereto desire that the INRG
Shareholders contribute all of their shares of Common Stock in
exchange for shares of common stock, par value $0.004 per
share ("Redwood Common Stock"), of Redwood;
WHEREAS, it is intended that after such exchange the INRG
Shareholders will own at least 80% of the outstanding shares
of Redwood Common Stock;
WHEREAS, it is intended that the transactions
contemplated by this Agreement shall qualify for the treatment
described in Section 351 of the Internal Revenue Code of 1986,
as amended;
NOW, THEREFORE, in order to implement the foregoing and
in consideration of the mutual representations, warranties,
covenants and agreements contained herein and for other good
and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
1. CONTRIBUTION OF SECURITIES. Upon the terms and subject
to the conditions of this Agreement, the parties hereto agree
that, on the date of this Agreement (i) each of the INRG
Shareholders shall contribute to Redwood all of the shares of
Common Stock set forth on Exhibit A hereto and (ii) in
exchange for such contribution, Redwood shall issue to each
INRG Shareholder 1.25 shares of Redwood Common Stock for each
share of Common Stock contributed.
2. REPRESENTATIONS AND WARRANTIES OF THE INRG SHAREHOLDERS.
Each INRG Shareholder hereby represents and warrants to
Redwood, severally and not jointly, that:
a. INVESTMENT REPRESENTATIONS.
i) FINANCIAL RESOURCES. Such INRG Shareholder's financial
situation is such that such INRG Shareholder can afford to
bear the economic risk of holding the Redwood Common Stock for
an indefinite period of time, has no need for liquidity with
respect to his investment therein, has adequate means to
provide for his current needs and personal contingencies, and
can afford to suffer the complete loss of his investment in
the Redwood Common Stock.
ii) ACQUISITION FOR INVESTMENT. Such INRG Shareholder is
acquiring the Redwood Common Stock solely for investment, for
such INRG Shareholder's account and not with a view to, or for
resale in connection with, the distribution or other
disposition thereof, except for such distributions and
dispositions that are effected in compliance with the
Securities Act of 1933, as amended (the "Securities Act"), the
rules and regulations of the Securities and Exchange
Commission promulgated thereunder and all applicable state
securities and blue sky laws.
iii) STOCK UNREGISTERED. Such INRG Shareholder has been
advised that the shares of Redwood Common Stock have not been
registered under the Securities Act, and the following
restrictive legend (or similar legend) will be placed on the
certificates representing the Redwood Common Stock issued to
such INRG Shareholder:
"The securities represented by this certificate
have not been registered under the Securities Act of
1933, as amended, or the securities laws of any
state, and may not be sold or otherwise disposed of
except pursuant to an effective registration
statement under such Act and applicable state
securities laws or an applicable exemption to the
registration requirements of such Act and of such
laws."
b. AUTHORITY; APPROVAL. Such INRG Shareholder has all
requisite power and authority to execute and deliver this
Agreement, to perform his, her or its obligations hereunder
and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by such INRG
Shareholder, if not a natural person, and the consummation by
such INRG Shareholder of the transactions contemplated hereby
has been duly authorized by all necessary corporate,
partnership or trust action and no other proceedings on the
part of such INRG Shareholder are necessary to authorize this
Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and
delivered by such INRG Shareholder and, assuming the due
authorization, execution and delivery thereof by Redwood,
constitutes the legal, valid and binding obligations of such
INRG Shareholder, enforceable against such INRG Shareholder in
accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, moratorium or
other similar laws affecting or relating to enforcement of
creditors' rights generally.
c. NO CONFLICT. The execution and delivery of this
Agreement by such INRG Shareholder do not, and the performance
of this Agreement by such INRG Shareholder will not, (i)
conflict with or violate the Articles of Incorporation or
Bylaws, or the equivalent organizational documents, in each
case as amended or restated, of such INRG Shareholder, if not
a natural person, (ii) conflict with or violate any Laws
applicable to such INRG Shareholder or by which any of its
properties are bound or affected, (iii) result in any breach
of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration
or cancellation of, or result in the creation of any
encumbrance on any of the properties or assets of such INRG
Shareholder pursuant to any contract, agreement or other
instrument to which such INRG Shareholder is a party or by
which such INRG Shareholder is bound or affected, except for
any such conflicts or violations described in clause (ii) and
except for any such breach, default or event described in
clause (iii) that does not affect such INRG Shareholder's
ability to perform its obligations hereunder.
d. NO APPROVALS. The execution and delivery of this
Agreement by such INRG Shareholder does not, and the
performance of this Agreement by such INRG Shareholder will
not, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental or
regulatory authority, either domestic or foreign, other than
any such consents, approvals, authorizations or permits that
have been obtained or such filings or notifications that have
been made.
e. TITLE. Such INRG Shareholder has good and marketable
title to the Common Stock proposed to be contributed by such
INRG Shareholder hereunder and full right, power and authority
to contribute such Common Stock hereunder, free and clear of
all encumbrances (other than those imposed by the Securities
Act and the securities or blue sky laws of certain
jurisdictions); and upon delivery and exchange of such Common
Stock hereunder, Redwood will acquire good and marketable
title thereto, free and clear of all encumbrances.
3. REPRESENTATIONS AND WARRANTIES OF REDWOOD. Redwood
represents and warrants to the INRG Shareholders that:
a. ORGANIZATION AND QUALIFICATION. Redwood is a corporation
duly organized, validly existing and in good standing under
the laws of Colorado, has all requisite corporate power and
authority to own, lease and operate its properties and to
carry on its business as is now being conducted.
b. CAPITALIZATION. As of the date hereof, the authorized
capital stock of Redwood consists of two million five hundred
thousand (2,500,000) shares of preferred stock, par value $.04
per share, of which none are issued and outstanding, and
twelve million five hundred thousand (12,500,000) shares of
Redwood Common Stock, of which six hundred forty nine thousand
five hundred forty seven (649,547) shares of Redwood Common
Stock are issued and outstanding. Following the completion of
the transactions contemplated hereby, each of the outstanding
shares of capital stock of Redwood will be duly authorized,
validly issued, fully paid, nonassessable and not subject to
preemptive rights created by statute, Redwood's charter
documents or any agreement to which Redwood is a party or is
bound.
c. AUTHORITY; APPROVAL. Redwood has all requisite corporate
power and authority to consummate the transactions
contemplated by this Agreement. The consummation by Redwood
of the transactions contemplated by this Agreement has been
duly authorized by all necessary corporate action and no other
corporate proceedings on the part of Redwood are necessary to
consummate the transactions contemplated by this Agreement.
d. NO CONFLICT. The execution and delivery of this
Agreement by Redwood does not, and the performance of this
Agreement by Redwood will not, (i) conflict with or violate
the Articles of Incorporation or Bylaws of Redwood, (ii)
conflict with or violate any Laws applicable to Redwood or by
which any of its properties are bound or affected, (iii)
result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the
creation of any encumbrance on any of the properties or assets
of Redwood pursuant to any contract, agreement or other
instrument to which Redwood is a party or by which Redwood is
bound or affected, except for any such conflicts or violations
described in clause (ii) and except for any such breach,
default or event described in clause (iii) that does not
affect Redwood's ability to perform its obligations hereunder.
4. AMENDMENT OF INRG CHARTER PROVISIONS. As soon as
practicable following the date hereof (but in no event more
than 10 days following the date hereof), the INRG Shareholders
shall take all action (and shall cause INRG to take all
action) necessary to amend the provisions of the Articles of
Incorporation of INRG relating to the Series A Preferred Stock
as set forth on Exhibit B hereto to provide that so long as
more than 80% of the issued and outstanding Common Stock of
INRG is owned by another corporation, such Series A Preferred
Stock shall be convertible, at the option of the holder, into
either (i) Common Stock of INRG, or (ii) common stock of such
other corporation.
5. BOARD OF DIRECTORS OF REDWOOD. The parties hereto
agree to use their reasonable best efforts to cause Bob
Wilson, Jeff Pollack, Ron Conquest, Greg Mastroieni and an
individual designated by CBS/Infinity to be elected as
directors of Redwood.
6. MERGER WITH DELAWARE CORPORATION; REGISTRATION Statement.
As soon as practicable following the consummation of the
transactions contemplated by this Agreement, Redwood shall use
commercially reasonable efforts to (i) enter into a merger
agreement with a Delaware corporation pursuant to which
Redwood would be merged with and into such Delaware
corporation, with the Delaware corporation as the surviving
corporation, and (ii) to cause a registration statement to be
filed and become effective with respect to the stock to be
issued in connection with such merger.
7. ADDITIONAL DOCUMENTS. Each party agrees to execute and
deliver any and all further documents and writings, and to
perform such other actions, as may be or become reasonably
necessary or expedient to effect and carry out the terms of
this Agreement.
8. GOVERNING LAW. This Agreement is governed by and shall
be construed in accordance with the law of the State of
Delaware, excluding any conflict-of-laws rule or principle
that might refer the governance or construction of this
Agreement to the law of another jurisdiction. If any
provision of this Agreement or the application thereof to any
person or circumstance is held invalid or unenforceable to any
extent, the remainder of this Agreement and the application of
that provision to other persons or circumstances is not
affected thereby, and that provision shall be enforced to the
greater extent permitted by law.
9. NUMBER, GENDER AND CONNECTION OF PERSONS. Throughout
this Agreement, as the context may require, the masculine
gender includes the feminine and the neuter gender includes
the masculine and the feminine; the singular tense and number
includes the plural, and the plural tense and number includes
the singular; the past tense includes the present, and the
present tense includes the past; references to parties,
sections, paragraphs and exhibits mean the parties, sections,
paragraphs and exhibits of and to this Agreement; and periods
of days, weeks or months mean calendar days, weeks or months.
10. SUCCESSORS. This Agreement shall be binding upon and
shall inure to the benefit of the parties' respective
successors, assigns, executors and administrators.
11. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original and
both of which shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Agreement as of the date first set above.
REDWOOD BROADCASTING, INC.
By: \s\ Ron Conquest
-------------------------------
Name: Ron Conquest
Its: CEO
THE INRG SHAREHOLDERS
\s\ Ron Conquest
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Ron Conquest
\s\ Greg Mastroieni
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Greg Mastroieni
\s\ Jeff Pollack
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Jeff Pollack
\s\ Bob Wilson
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Bob Wilson
\s\ Farid Suleman
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CBS Radio/Infinity
\s\ Vickie Ocheltree
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Vickie Ocheltree
\s\ John Berry
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Andaman Investments, Inc.
\s\ Joseph Mastroieni
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Joseph Mastroieni
\s\ Steven Mastroieni
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Steven Mastroieni
\s\ John Brusco
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John Brusco
\s\ Morris Diamond
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Morris Diamond
\s\ Morris Diamond
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Southward Investments, Inc.
\s\ Shirley Diamond
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Tramdot Development Corp.
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EXHIBIT A
INRG Shareholder Number of Shares
CBS Infinity 1,200,000
Robert Wilson 525,000
Jeffrey Pollack 525,000
Vickie Ocheltree 200,000
Ronald Conquest 200,000
Greg Mastroieni 524,248
Andaman Investments, Inc. 524,248
Joseph Mastroieni 150,000
Steven Mastroieni 150,000
John Brusco 95,000
Morris Diamond 80,000
Southward Investments, Inc. 172,324
Tramdot Development Corp. 70,000
Total 4,415,820
