UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Seafoods Plus, Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
81174P 30 2
(CUSIP Number)
Michael W. Levin
c/o Cadapult Graphic Systems Inc.
110 Commerce Drive
Allendale, New Jersey 07401
201-236-1100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 18, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d- 1(e), 240.13d-1(f) or 240.13-1(g), check
the following box [X].
Note; Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 81174P 30 2
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Michael W. Levin
2. Check the Appropriate Box if a Member of a Group (See Intstructions)
(a) ..............................................................
(b) ..............................................................
3. SEC Use Only...........................................................
4. Source of Funds (See Instructions): 0O
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)...........................................................
6. Citizenship or Place of Organization: United States
Number of Shares 7. Sole Voting Power: 1,548,450
Beneficially 8. Shared Voting Power: None
Owned by Each 9. Sole Dispositive Power: 1,548,450
Reporting 10. Shared Dispositive Power: None
Person With
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,548,450
Shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instruction)...........................................................
13. Percent of Class Represented by Amount in Row (11): 68.8%
14. Type of Reporting Person (See Instructions): IN
<PAGE>
Additional information required to be supplied as part of Schedule 13-D
Item 1. Security and Issuer
This statement relates to the common stock of Seafoods Plus, Ltd., par
value $.001 per share ("Common Stock"). The Issuer is Seafoods Plus,
Ltd., and its address is c/o Cadapult Graphic Systems Inc., 110
Commerce Drive, Allendale, New Jersey 07401.
Item 2. Identity and Background
(a) This statement is filed by Michael W. Levin, an individual
("Levin").
(b) Levin's business address is c/o Cadapult Graphic Systems Inc.,
110 Commerce Drive, Allendale, New Jersey 07401.
(c) Levin's principal occupation is President of Issuer and
President of Cadapult System Graphics Inc., a New Jersey
corporation ("Cadapult"). The principal business of Levin is
Cadapult System Graphics Inc., 110 Commerce Drive, Allendale,
New Jersey 07401.
(d) Levin, during the last five years, has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Levin, during the last five years, has not been 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
activity subject to, federal or state securities laws, or
finding any violation with respect to such laws.
(f) Levin is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The Common Stock of the Issuer covered by this statement was acquired
by Levin on June 18, 1998 in exchange for the transfer by Levin of his
shares of the capital stock of Cadapult to the Issuer. The foregoing
occurred as a result of a transaction contemplated by the Agreement and
Plan of Reorganization by and among the Issuer and all of the
shareholders, including Levin, of Cadapult.
Item 4. Purpose of Transaction
The purpose of Levin's acquisition of the Common Stock was to acquire
operating control of the Issuer. Levin may make further purchases of
the Issuer's Common
<PAGE>
Stock from time to time and may dispose of any or all of the shares of
the Issuer's Common Stock held by it at any time.
Levin may propose a merger of the Issuer and its wholly-owned
subsidiary, Cadapult.
The following individuals became the directors and executive officers
of the Issuer, as a result of their election to fill the vacancies
created by the resignations of the Issuer's former directors and
officers:
Names Offices
----- -------
Michael W. Levin President, Chief Executive
Officer and Director
Frances Blanco Vice President, Secretary,
Treasurer and Director
Duncan Huyler Vice President
Paul Baker Director
Except as set forth above in this Item 4, Levin does not have any
present plans or proposals, which would relate to or result in any of
events or actions described in subparagraphs (a) through (j) of Item 4.
Nothing set forth above should be interpreted to preclude Levin from
making any plans or proposals, which would related or result in any of
the events or actions described in subparagraphs (a) through (j) of
this Item 4.
Item 5. Interest in Securities of the Issuer
(a) Of the Common Stock of the Issuer, Levin has acquired
beneficial ownership of 1,548,450 shares (of which Levin
beneficially owns 32,000 shares held by his children),
representing approximately 68.8% of the outstanding Common
Stock of the Issuer.
(b) Levin has the sole power to vote or direct the vote of and the
sole power to dispose or to direct the disposition of
1,548,450 shares of Common Stock, including shares
beneficially owned by Levin and held by his children. Levin
does not have the shared power to vote or to direct the vote
of nor the shared power to dispose or to direct the
disposition of any other shares of Common Stock.
(c) Levin did not effect any transactions in the Common Stock
during the past 60 days.
(d) No person, other than those person referred to in paragraph(a)
of Item 2 above, has the right to receive or the power to
direct the receipt of the dividends from or the proceeds
or sale of the securities covered by this statement.
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable
Item 7. Material to Be Filed as Exhibits
The following exhibit is filed with this Schedule 13D:
Exhibit 1 Agreement and Plan of Reorganization
Signature
After reasonable inquiry and to the best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
6/18/98
- -------------------------------
Date
/s/ Michael W. Levin
- -------------------------------
Signature
Michael W. Levin, Individually
- -------------------------------
Name/Title
<PAGE>
LIST OF EXHIBIT
Exhibit 1* Agreement and Plan of Reorganization
* Certain schedules to Exhibit 1 (referenced as "Exhibit A" through "Exhibit I"
in the Agreement and Plan of Reorganization) are omitted. All omitted schedules
will be furnished supplementary to the Commission upon request. A copy of all
omitted schedules may be obtained from the Issuer. The following is a list and
brief description of all omitted schedules:
Exhibit C Seafoods Plus, Ltd. Audited Financial Statements for
the Periods Ended December 31, 1997 and 1996 (Audited)
Exhibit C-1 Seafoods Plus, Ltd. Unaudited Financial Statements
for the Period Ended March 31, 1998
Exhibit E Cadapult Graphic Systems, Inc. Audited Financial
Statements for the Periods Ended April 30, 1997 and
1996
Exhibit G Investment Letter executed by Cadapult Graphic
Systems, Inc. Shareholders
Exhibit H Certificate of Officer and Principal Stockholders
Pursuant to Agreement and Plan of Reorganization
by Seafoods Plus, Ltd.
Exhibit I Certificate of Officer Pursuant to Agreement and
Plan of Reorganization by Cadapult Graphic Systems,
Inc.
<PAGE>
EXHIBIT 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"); Jenson Services,
Inc., a Utah corporation ("Jenson Services"), Duane S. Jenson and Jeffrey D.
Jenson, principal stockholders of Seafoods and Jenson Services (collectively
referred to herein as "Jenson"); 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.
<PAGE>
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, Kathleen L. Morrison, Jason
Osborne and Terry Hardman, 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 Jenson 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 Fischbein Badillo Wagner Harding, 909 3rd Avenue, 18th Floor, New York,
New York 10022, 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 Jenson
-----------------------------------------------------
Seafoods and Jenson 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.)
<PAGE>
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. Jenson 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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,
<PAGE>
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 Exhibit G 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
<PAGE>
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 Jenson 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 Jenson 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 Jenson's Certificate. Cadapult and the Cadapult
-------------------------------------
Stockholders shall have been furnished with a certificate signed by the
President of Seafoods and Jenson, attached hereto as Exhibit H and incorporated
herein by reference, dated as of the Closing, certifying (1) that all
<PAGE>
representations and warranties of Seafoods and Jenson 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 Jenson 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.
<PAGE>
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.
<PAGE>
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 Jenson 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 Jenson.
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: 5525 South 900 East, #110
Salt Lake City, Utah 84117
With a copy to: Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
If to Jenson: 5525 South 900 East, #110
Salt Lake City, Utah 84117
If to Cadapult: 110 Commerce Drive
Allendale, New Jersey 07401
With a copy to: Dan Brecher, Esq., Counsel
Fischbein Badillo Wagner Harding
909 3rd Avenue, 18th Floor
New York, New York 10022
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.
<PAGE>
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 pre- empted 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/ Kathleen L. Morrison
-------------------------
Kathleen L. Morrison, President
JENSON SERVICES, INC.
Date: 6/9/98. By /s/ Duane S. Jenson
-------------------------
Duane S. Jenson, President
Date: 6/9/98. /s/ Duane S. Jenson
-------------------------
Duane S. Jenson
Date: 6/9/98. /s/ Jeffrey D. Jenson
-------------------------
Jeffrey D. Jenson
CADAPULT GRAPHIC SYSTEMS, INC.
Date: 6/15/98. By /s/ Michael W. Levin
-------------------------
Michael W. Levin, President
CADAPULT STOCKHOLDERS
<PAGE>
Date: 6/15/98. /s/ Michael W. Levin
-------------------------
Michael W. Levin
Date: 6/16/98. /s/ Frances Blanco
-------------------------
Frances Blanco
Date: 6/15/98. /s/ Duncan Huyler
-------------------------
Duncan Huyler
Date: 6/15/98. /s/ Duncan Yates
-------------------------
Duncan Yates
Date: 6/15/98. /s/ Michael W. Levin
-------------------------
Michael W. Levin,
c/f Nathan M. Levin
Date: 6/15/98. /s/ Michael W. Levin
-------------------------
Michael W. Levin,
c/f Tyler W. Levin
<PAGE>
EXHIBIT A
Number of Shares of
Number of Shares Seafoods
Owned of to be
Name and Address Cadapult Received in Exchange
- ---------------- -------- --------------------
Michael W. Levin 293.80 1,516,450
8 Meadow Lane
Allendale, New Jersey 07401
Frances Blanco 7.90 40,775
1128 Park Avenue
Hoboken, New Jersey 07030
Duncan Huyler 7.90 40,775
551 Lattintown Rd.
Marlboro, New York 12542
Duncan Yates 3.8748 20,000
651 Wyndemere Avenue
Ridgewood, New Jersey 07450
Nathan M. Levin 3.10 16,000
8 Meadow Lane
Allendale, New Jersey 07401
Tyler W. Levin 3.10 16,000
8 Meadow Lane
Allendale, New Jersey 07401
319.6748 1,650,000
<PAGE>
EXHIBIT B
Letter of Indemnification
-------------------------
Cadapult Graphic Systems, Inc.
110 Commerce Drive
Allendale, New Jersey 07401
Seafoods Plus, Ltd.
5525 South 900 East, #110
Salt Lake City, Utah 84117
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, Jenson Services,
Inc., Duane S. Jenson and Jeffrey D. Jenson (collectively referred to as
"Jenson"), principal stockholders of the Company and Jenson 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 Jenson 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.
JENSON SERVICES, INC.
Dated: 6/9/98. By /s/ Duane S. Jenson
--------------------------------
Duane S. Jenson, President
Dated: 6/9/98. /s/ Duane S. Jenson
--------------------------------
Duane S. Jenson
Dated: 6/9/98. /s/ Jeffrey D. Jenson
--------------------------------
Jeffrey D. Jenson
<PAGE>
EXHIBIT D
None.
<PAGE>
EXHIBIT F
None.
