SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 14, 1999
-------------------------------------
Date of Report (Date of earliest event reported)
SW VENTURES, INC.
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(Exact name of Registrant as specified in its
Nevada 000-24623 87-0559453
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
455 East 400 South, Suite 100
Salt Lake City, Utah 84111
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(Address of principal executive offices)
801-355-6524
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(Registrant's telephone Number, including area code)
ITEM 1: Changes in Control of Registrant
--------------------------------
On April 14, 1999, SW Ventures, Inc. ("SW Ventures") and its majority
stockholder, Guido Cloetens ("Cloetens"), entered into an agreement (the
"Agreement") with Bachkine & Meyer Industries, S.A., a British Virgin Islands
corporation ("Bachkine"), whereby SW Ventures agreed to acquire from Bachkine
all of the assets and related liabilities relating to a patented process (the
"New Generation Plastic TM Process") in exchange for the issuance of shares of
SW Venture's common stock ("Restricted Securities")equaling 97% of its then-
issued and outstanding shares. Bachkine believes the New Generation Plastic
TM Process is capable of producing commercially usable plastic polymers from a
mixed virgin or recycled stream of discrete polymers or waste plastic.
SW Ventures also agreed, as a condition precedent to the asset
contribution by Bachkine, that it would:
(a) Effect a disposition and/or distribution of all of its assets and the
satisfaction of all of its liabilities;
(b) Effect a name change to "New Generation Plastics, Inc." ("NGP") and
change its domicile to Delaware. The name and domicile change will be
effected through a merger which will also have the effect of a one for 15
reverse split with each existing shareholder of SW Ventures receiving one
common share of NGP for 15 shares of SW Ventures. The current officers and
directors of SW Ventures will serve in their respective capacities as officers
and directors of NGP until such time as the change of control contemplated by
the asset contribution is effected; and
(c) SW Ventures will solicit its shareholders' approval of the (i)asset
disposition, (ii) its reorganization as a Delaware corporation to change its
domicile, and (iii)the issuance of common stock for the Bachkine assets and
liabilities related to the New Generation Plastic TM Process.
Upon consummation of the proposed transactions, scheduled to be
completed on or before June 30, 1999, the corporate existence of SW Ventures
will become part of NGP, the current officers and directors of SW Ventures
will resign, and new officers and directors, who will be the designees of
Bachkine, will be elected. In addition, each existing shareholder of SW
Ventures will own one share in NGP for every 15 shares of SW Ventures owned.
(See Exhibit 10, "Asset Contribution Agreement," between Bachkine, SW Ventures
and Cloetens which is attached hereto and incorporated herein by reference.)
No assurance can be given that the Bachkine asset contribution, and each
of the proposed transactions which are a condition precedent thereto, will be
completed as contemplated; however, Cloetens has sufficient voting securities
to adopt, ratify and approve these transactions, and pursuant to the
Agreement, he has agreed to vote in favor of the transactions. A Proxy
Statement or Information Statement to be filed by SW Ventures with the
Securities and Exchange Commission will provide more detailed information
regarding these proposals. In the event these proposed transactions are
approved by shareholders of SW Ventures and completed as contemplated, an
amendment will be filed to this Report, which will provide further information
required by Form 8-K and its related instructions.
ITEM 2 Acquisition and Disposition of Assets
-------------------------------------
The Agreement contemplates both the acquisition of assets from
Bachkine, and the disposition of assets of SW Ventures. SW Ventures will
solicit shareholder approval for these transactions. See the discussion in
Item 1 above, and the Exhibits, Item 7.
The disposition and/or distribution of assets include SW Ventures' 21.25%
working interest in a 320 oil lease, called the Montana Prospect, located in
Crook County, Wyoming, and the two currently producing oil wells located on
the Montana Prospect. The manner in which this will be accomplished has yet to
be determined.
The acquired assets are comprised of the New Generation Plastic TM
Process. See Item 1 above, and the Exhibits, Item 7.
ITEM 3 Bankruptcy or Receivership
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None, not applicable
ITEM 4 Changes in the Registrant's Certifying Accountant
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None, not applicable
ITEM 5 Other Events
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SW Ventures' proposed disposition of assets and satisfaction of
liabilities, its merger into NGP to change its domicile to Delaware, and the
solicitation of shareholder approval of these transactions are discussed above
in Item 1, and the Exhibits, Item 7.
ITEM 6 Resignation of Officers and Directors
-------------------------------------
Although SW Ventures' current officers and directors will be the
officers and directors of NGP, those individuals will resign upon the
completion of the asset contribution by Bachkine, and the issuance of the
common shares therefor by SW Ventures. See Item 1, and the Exhibits, Item 7.
ITEM 7: Financial Statements, Pro Forma Financial Information and Exhibits:
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Exhibit 10 Asset Contribution Agreement Between Bachkine &
Meyer Industries S.A. and SW Ventures, Inc. and
Guido Cloetens, dated April 14, 1999.
Item 8: Change in Fiscal Year
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None, not applicable
Item 9: Sales of Equity Securities Pursuant to Regulation S
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The shares issued in the asset contribution transaction will be
issued in reliance upon the exemption from the registration provisions of
Section 5 of the Securities Act of 1933, as amended contained in Regulation S
of the Securities and Exchange Commission. An amended 8-K will be filed when
and if such shares are issued under Regulation S.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SW VENTURES, INC.
Date: April 29, 1999 By /s/ Terri Jackson
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Terri Jackson,
Secretary/Treasurer
Exhibit 10
ASSET CONTRIBUTION AGREEMENT
BETWEEN
BACHKINE & MEYER INDUSTRIES, S.A.
and
SW VENTURES, INC.
AND
GUIDO CLOETENS
As of April 14, 1999
TABLE OF CONTENTS
<PAGE>
Page
RECITALS............................................................... i
ARTICLE I CONTRIBUTION AND CLOSING ................................... 1
ARTICLE II REPRESENTATIONS AND WARRANTIES OF CLOETENS................. 3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SWV .................... 4
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BMI ..................... 11
ARTICLE V ADDITIONAL AGREEMENTS OF THE PARTIES ....................... 12
ARTICLE VI CONDITIONS OF BMI ......................................... 14
ARTICLE VII CONDITIONS OF SWV AND CLOETENS ........................... 15
ARTICLE VIII INDEMNIFICATION ......................................... 16
ARTICLE IX OTHER PROVISIONS ......................................... 19
i
ASSET CONTRIBUTION AGREEMENT
THIS ASSET CONTRIBUTION AGREEMENT ("Agreement"), is made and entered into
as of this 14th day of April, 1999, by and between Bachkine & Meyer
Industries, S.A., a British Virgin Islands corporation ("BMI,"), on one part,
and SW Ventures, Inc., a Nevada corporation ("SWV") and Guido Cloetens, an
individual resident of Belgium ("Cloetens") on the other part.
RECITALS
BMI and its wholly owned subsidiary, BAMI Intelligence, S.A. ("BAMI")
(References herein to BMI include both BMI and BAMI) are the owners of a
processing and recycling technology that is capable of producing discrete
plastic polymers from a stream of either mixed virgin resins or mixed plastic
waste without the necessity of expensive compatibilizers (the "New Generation
PlasticTM Process") The assets, including, the patents, trademarks, know-how,
proprietary process control software, the NGP BT-30 (the "Bench Top
Unit")(that BMI is currently assembling), certain contractual rights and
agreements and all other related assets and liabilities that form the basis of
the New Generation Plastic Process are referred to herein as the "NGP
Assets."
SWV is currently a reporting company under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"). However, none of the
outstanding common stock of SWV is currently registered under the Securities
Act of 1933 (the "Securities Act").
Cloetens, as the record owner of more than 50% of the currently
outstanding common stock of SWV, has agreed to vote his shares in favor of the
transactions contemplated by this Agreement.
In accordance with the provisions of this Agreement, after the completion
of the Reorganization (as defined herein) required by Article V of this
Agreement, BMI desires to contribute the NGP Assets owned by BMI or BAMI to
New Generation Plastic, Inc. ("NGP Delaware"), a Delaware corporation, in
exchange for 11,580,000 shares of the common stock of NGP Delaware (the "NGP
Contribution"). The parties intend that the NGP Contribution qualifies for
tax free treatment under Section 351 of the Internal Revenue Code of 1986, as
amended (the "Code").
Throughout this Agreement various Schedules are referenced as being
attached to this Agreement. Notwithstanding anything herein to the contrary,
this Agreement may be executed without any Schedules attached hereto and if so
executed shall be valid and binding without regard to the contemplated
Schedules until same are attached in final form and delivered to the other
party for review at Closing.
ARTICLE I
Contribution and Closing
Section 1.1 Incorporation of Recitals and Preamble. The recitals and
preamble set forth above are incorporated herein by reference and are a part
of this Agreement.
Section 1.2 Time and Place for Closing. Closing under this Agreement
shall take place within fifteen (15) days after the conditions set forth in
Article VI and Article VII being satisfied or waived, time being of the
essence, at the offices of BMI, Rue de la Rotisserie 29, Geneva, Switzerland,
or such other place as the parties hereto may agree upon. The date that
Closing occurs is referred to hereinafter as the "Closing Date" and the act of
closing as "Closing." The exact Closing Date shall be established by mutual
consent of BMI and SWV.
Section 1.3 Agreement to Contribute the NGP Assets; Issuance of Common
Stock. At the Closing, BMI agrees to assign, transfer and deliver to NGP
Delaware all of its right title and interest in the NGP Assets (a list of the
NGP Assets is attached hereto as Schedule 1.3) currently owned by BMI and /or
BAMI to NGP Delaware, and NGP Delaware shall deliver to BMI 11,580,000 shares
(the "NGP Delaware Stock") of the common stock of NGP Delaware (the "NGP
Contribution").
Section 1.4 Closing. Following execution of this Agreement, BMI and SWV
shall be obligated to conclude the transaction strictly in accordance with its
terms within five (5) days after the conditions of Closing set forth in
Article VI and Article VII have been satisfied or waived, time being of the
essence. If the failure to conclude this transaction is due to the refusal
and failure of SWV and/or Cloetens to perform their obligations under this
Agreement, BMI may seek to enforce this Agreement with an action of specific
performance, in addition to, and not in limitation of, any other rights and
remedies available to BMI under this Agreement, or at law or in equity,
including, without limitation an action to recover its actual damages
resulting from the default of SWV and/or Cloetens. If the failure to conclude
this transaction is due to the refusal and failure of BMI to perform its
obligations under this Agreement, SWV may seek to enforce this Agreement with
an action of specific performance, in addition to and not in limitation of any
other rights and remedies available to SWV under this Agreement, or at law or
in equity, including without limitation an action to recover his actual
damages resulting from the default of BMI.
Section 1.5 Termination. This Agreement and the transactions
contemplated hereby may be terminated at any time prior to the Closing Date:
(a) by mutual written agreement of BMI and SWV and Cloetens;
(b) by BMI within the later of thirty (30) days after the date of this
Agreement or five (5) days after all Schedules to be prepared by SWV are
delivered to BMI, if BMI is not satisfied, in its sole discretion, with the
due diligence it has conducted on SWV;
(c) by BMI or SWV, in the event the other makes a material
misrepresentation under this Agreement or breaches a material covenant or
agreement under this Agreement which is not cured within fifteen (15) days
after notice is received; or
(d) by BMI or SWV, if the Closing shall not have occurred by June 30,
1999, or such other date as may be agreed to by all of the parties hereto in
writing, due to the non-fulfillment of a condition precedent to such party's
obligation to close as set forth at Article VI or VII hereof, as applicable
(through no fault or breach by the terminating party).
In the event this Agreement is terminated as provided herein, this
Agreement shall become void and be of no further force and effect and no party
hereto shall have any further liability to any other party hereto, except that
Section 1.5, Section 9.1 and Section 9.15 shall survive and continue in full
force and effect, notwithstanding termination. The termination of this
Agreement shall not limit, waive or prejudice the remedies available to the
parties, at law or in equity, for a breach of this Agreement. If this
Agreement is terminated, all due diligence and other documentation delivered
to BMI by SWV shall be returned promptly to SWV.
Section 1.6 Deliveries by SWV. At the Closing, SWV shall deliver or
cause to be delivered, all duly and properly executed, authorized and issued
(where applicable):
(a) Certificates representing the NGP Delaware Stock, as provided in
Section 1.3 above;
(b) Resignations of Officers in the form attached a Schedule 1.6(b);
and
(c) A favorable opinion from counsel for SWV, dated the Closing Date,
in the form attached as Schedule 1.6(c).
Section 1.7 Deliveries by BMI. At the Closing, BMI shall deliver to SWV
or cause to be delivered, all duly and properly executed, authorized and
issued (where applicable) the following:
(a) Duly executed Assignments of the NPG Assets in the forms attached as
Schedule 1.7(a); and
(b) An opinion from counsel for BMI, dated the Closing Date, in form
attached as Schedule 1.7(b).
ARTICLE II
Representations and Warranties of Cloetens
With knowledge that BMI is relying upon the representations, warranties
and covenants herein contained, Cloetens represents and warrants to BMI and
makes the following covenants for BMI's benefit.
Section 2.1 Authority Relative to this Agreement. Cloetens has full
authority to enter into and perform his obligations under this Agreement and
the Collateral Documents, and neither the execution, delivery nor performance
by Cloetens of this Agreement or the Collateral Documents will (i) result in a
violation or breach of any term or provision nor constitute a default under
any contract or agreement to which Cloetens is a party or by which he is
bound, or violate any order, writ, injunction or decree of any court,
administrative agency or governmental body, or (ii) result in a violation or
breach of any term or provision, or constitute a default or accelerate the
performance required, under any indenture, mortgage, deed of trust or other
contract or agreement to which Cloetens is a party or by which he or his
properties is bound.
Section 2.2 Majority Ownership of SWV. Cloetens is the sole owner of
and possesses sole voting power over 1,838,000 shares of the common stock of
SWV. As such, Cloetens possesses a majority of the voting power of the
outstanding shares of SWV.
ARTICLE III
Representations and Warranties of SWV
With knowledge that BMI is relying upon the representations, warranties
and covenants herein contained, SWV represents and warrants to BMI and makes
the following covenants for BMI's benefit. When the phrase "to SWV's
knowledge" or any equivalent phrase is used in this Agreement, the phrase
shall mean the actual knowledge of SWV or the information and/or knowledge of
an officer or director of SWV acting with reasonable diligence in the conduct
of his or her duties as an officer or director.
Section 3.1 Organization and Standing. SWV is duly organized, validly
existing and in good standing under the laws of the State of Nevada, with full
power and authority to own its properties and conduct its business as now
being conducted. Except as listed in Schedule 3.1, SWV does not own any stock
or interest in any other corporation, partnership, or other business
organization.
Section 3.2 Authority Relative to this Agreement. The execution,
delivery and performance of this Agreement and the Collateral Documents by SWV
have been duly authorized and approved by the Board of Directors of SWV and as
of the Closing Date by the shareholders of SWV. No further corporate action
is necessary on the part of SWV to consummate this Agreement and the
Collateral Documents in accordance with their terms. SWV has full authority
to enter into and perform its obligations under this Agreement and the
Collateral Documents, and neither the execution, delivery nor performance by
SWV of this Agreement or the Collateral Documents will (i) result in a
violation or breach of any term or provision nor constitute a default under
the certificate of incorporation or bylaws of SWV or under any contract or
agreement to which SWV is a party or by which it is bound, or violate any
order, writ, injunction or decree of any court, administrative agency or
governmental body, or (ii) result in a violation or breach of any term or
provision, or constitute a default or accelerate the performance required,
under any indenture, mortgage, deed of trust or other contract or agreement to
which SWV is a party or by which it or its properties is bound.
Section 3.3 Securities. SWV has the authorized and outstanding
securities set forth on Schedule 3.3. All outstanding shares of stock are
legally and validly authorized and issued, fully-paid and nonassessable.
There are no outstanding rights of any kind to acquire additional shares of
any class of stock of SWV, except as set forth on Schedule 3.3.
Section 3.4 Contracts, Permits and Material Documents. The items
listed in Schedule 3.4 attached hereto are all of the following ("Material
Documents") with respect to SWV which provide a benefit or impose a detriment
of a value of $5,000 or more: (i) leases for real and personal property, (ii)
licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds,
mortgages, liens, pledges, and security agreements under which SWV is bound or
under which SWV is the beneficiary, (v) collective bargaining agreements, (vi)
patents, trademarks, trade names, copyrights, trade secrets, proprietary
rights, symbols, service marks, and logos, (vii) all permits, licenses,
consents and other approvals from governments, governmental agencies (federal,
state and local) and/or third parties relating to, used in or required for the
operation of any of the business of SWV, (viii) all surety bonds, closure
bonds or any other obligation which SWV has liability for with respect to its
operations and (ix) other contracts, agreements and instruments not listed on
another Schedule attached to this Agreement which are binding on SWV or any of
its property and pursuant to which SWV derives a benefit or incurs a detriment
having a value of $15,000 or more. Except as set forth on Schedule 3.4,
neither SWV nor any person or party to any of the Material Documents or bound
thereby is in material default under any of the Material Documents, and, to
the knowledge of SWV, no act or event has occurred which with notice or lapse
of time, or both, would constitute such a default. SWV is not a party to,
and none of SWV's properties are bound by, any agreement or instrument which
is material to the continued conduct of business operations of SWV, as now
being conducted, except as listed in Schedule 3.4.
Section 3.5 Personal Property. All items of personal property used in
the business of SWV (the "Business") are listed on Schedule 3.5. All such
items are owned by SWV by good and marketable title free of all liens and are
now and at closing will be in good condition, normal wear and tear excepted,
and except as noted on Schedule 3.5.
Section 3.6 Real Property. SWV has never owned, leased or otherwise
occupied, had an interest in or operated any real property other than the real
property (the "Real Property") listed on Schedule 3.6 attached hereto and
incorporated herein by reference. SWV has good, marketable and insurable
title to the Real Property.
(a) In all material respects, except as set forth in Schedule 3.6(a)
attached hereto and incorporated herein, the Real Property is, and at all
times during operation of the Business thereon has been, licensed, permitted
and authorized for the operation of such Business under all applicable
federal, state and local statutes, laws, rules, regulations, orders, permits
(including, without limitation, zoning restrictions and land use requirements)
and licenses and all administrative and judicial judgments, rulings, decisions
and orders affecting or otherwise applicable to the protection of the
environment and the Real Property (collectively, the "Applicable Laws").
(b) Except as set forth in Schedule 3.6(b) attached hereto and
incorporated herein by reference, all activities and operations conducted on
the Real Property, whether by SWV or by third parties, are now being conducted
and, to SWV's knowledge, have always been conducted in compliance with all
Applicable Laws.
(c) SWV shall make available on BMI's reasonable request all
engineering, geologic, environmental and other similar reports, documentation
and maps relating to the Real Property in the possession or control of the SWV
or its consultants or employed professional firms.
(d) Except as set forth in Schedule 3.6(d) attached hereto and
incorporated herein by reference, neither SWV nor the Real Property now is or
ever has been involved in any litigation or administrative proceeding seeking
to impose fines, penalties or other liabilities or seeking injunctive relief
for violation of any Applicable Laws relating to the environment.
(e) To SWV's knowledge, there have been no spills, leaks, deposits or
other releases into the environment or onto or under the Real Property of any
Hazardous Materials as defined in any Applicable Law or other material
environmental conditions other than as disclosed on Schedule 3.6(e).
(f) No party, other than SWV, has a present or future right to
possession of all or any part of the Real Property, except for any right
defined in, under or by any of the Permitted Exceptions.
(g) No portion of the Real Property contains any areas that could be
characterized as disturbed, undisturbed or man-made wetlands or as "waters of
the United States" pursuant to any Applicable Laws or the procedural manuals
of the Environmental Protection Agency, U.S. Army Corps of Engineers or the
[Nevada Department of Environmental Protection] whether such characterization
reflects current conditions or historic conditions which have been altered
without the necessary permits or approvals, except as listed on Schedule
3.6(g) attached hereto and incorporated herein by reference.
(h) There are no mechanic's liens affecting the Real Property and no work
has been performed on the Real Property within twelve (12) months of the date
hereof for which a mechanic's lien could be filed, except as set forth in
Schedule 3.6(h) attached hereto and incorporated herein by reference.
(i) There are no levied or pending special assessments affecting all or
any part of the Real Property owed to any governmental entity and none is
threatened.
Section 3.7 Liabilities. SWV does not have any liabilities, fixed or
contingent, other than:
(a) liabilities fully reflected in the Most Recent Balance Sheet, except
for liabilities not required to be disclosed therein in accordance with GAAP;
and
(b) accounts payable arising since the date of the Most Recent Balance
Sheet arising during the normal course of business consistent with past custom
and practice.
Section 3.8 Fiscal Condition of SWV. Since the date of the Most Recent
Balance Sheet, except as set forth in Schedule 3.8, there has not (except as
otherwise specifically permitted by this Agreement or as set forth in the
Schedules to this Agreement) been:
(a) Any material adverse change in the financial condition, business
organization or personnel of SWV or in the relationships of SWV with third
parties;
(b) Any disposition by SWV of any of its capital stock or any grant of
any option or right to acquire any of its capital stock, or any acquisition or
retirement by SWV of any of its capital stock or any declaration or payment of
any dividend or other distribution of its capital stock;
(c) Any sale or other disposition of any asset owned by any of SWV at
the close of business on the date of the Most Recent Balance Sheet, or
acquired by it since that date, other than in the ordinary course of business
consistent with past practice or in accordance with the terms of this
Agreement;
(d) Except as set forth in Section 3.8(d), any expenditure or commitment
by SWV for the acquisition of any single asset or any single business;
(e) Except as set forth in Section 3.8(e), any material bonuses or
increases in the compensation payable or to become payable by SWV to any
officer or key employee, except in the ordinary course of business or as
required by law or pursuant to a contract which is listed on a Schedule to
this Agreement;
(f) Except as set forth in Section 3.8(f), any loans or advances to or
by SWV other than renewals or extensions of existing indebtedness and other
than in the ordinary course of business consistent with past practice; or
(h) Any change in accounting method or practice.
Section 3.9 Tax Returns. SWV has filed all Federal and other tax returns
for all periods on or before the due date of such return (as may have been
extended by any valid extension of time) and has paid all taxes due for the
periods covered by the said returns. SWV has no liability for taxes incurred
by their operations prior to Closing, except for taxes for the current fiscal
year in an amount not exceeding the reserve therefor on the Most Recent
Balance Sheet. SWV is a Subchapter C corporation under the Internal Revenue
Service Code. Cloetens warrants that it will pay with his own funds any and
all federal, state and local taxes due and payable by SWV with respect to all
periods prior to the Closing, to the extent such taxes exceed the reserves for
taxes established on SWV's Most Recent Balance Sheet, including, without
limiting the generality of the foregoing, all federal, state and local income,
sales, use, payroll, franchise, excise and property taxes. The reserves for
all taxes reflected in the Most Recent Balance Sheet, if any, are adequate to
cover all taxes, interest and penalties in connection therewith that may be
assessed with respect to the property and business operations for the
period(s) ending on the Closing Date and for all prior periods. SWV has filed
or timely extended the time for filing and will file, in a timely manner, all
requisite federal, state, local and other tax returns due for all fiscal
periods ended on or before the date hereof and as of the Closing shall have
filed in a timely manner all such returns due for all periods ended on or
before the Closing Date. No federal, state, local or other tax returns or
reports filed by SWV (whether filed prior to, on, or after the date hereof),
will result in any taxes, assessments, fees or other governmental charges in
excess of the amounts reserved for on the Most Recent Balance Sheet. SWV has
duly withheld and collected all taxes which SWV is required to withhold or
collect by law, has paid over to the proper authorities all such amounts
required to be paid, and has in reserve all amounts so withheld or collected
which have not yet been required to be paid. No taxing authority has asserted
any deficiency for any prior tax period of SWV, and to SWV's knowledge, there
are no facts which would constitute the basis for the assertion of such a
deficiency.
Section 3.10 Policies of Insurance. All insurance policies, performance
bonds, and letters of credit insuring SWV or which SWV has had issued and
which have not expired are listed on Schedule 3.10 attached hereto. Schedule
3.10 includes the names and addresses of the insurers and sureties, policy and
bond numbers, types of coverage or bond, time periods or projects covered and
the names and addresses of all known banks, beneficiaries, agents or agencies
with respect to each listed insurance policy, performance bond and letter of
credit. All current insurance policies, performance bonds and letters of
credits of SWV are in force and effect and the premiums thereon are not
delinquent. Except as set forth in Schedule 3.10, SWV has not received any
notification from any insurance carrier denying or disputing any claim made by
SWV or denying or disputing any coverage for any such claim or denying or
disputing the amount of any claim. SWV has no claim against any of its
insurance carriers under any of policies insuring it pending or anticipated
and there has been no occurrence of any kind which would give rise to any such
claim.
Section 3.11 Employees, Pensions, and ERISA.
(a) SWV does not have, nor has it ever had, any employees.
(b) SWV does not have, nor has it ever had, any employee benefit plans,
funds or programs (within the meaning of the Code or the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) which are currently
maintained and/or were established or sponsored by SWV (whether or not they
are now terminated) or to which SWV currently contributes, or has an
obligation to contribute in the future, including, without limitation,
employment agreements and any other agreements containing "golden parachute"
provisions ("Plans"), whether or not the Plans are or are intended to be (i)
covered or qualified under the Code, ERISA or any other applicable law, (ii)
written or oral, (iii) funded or unfunded, or (iv) generally available to all
employees of SWV.
Section 3.12 Legality of Operation. In regard to SWV:
(a) Except as disclosed in Schedule 3.12(a) to this Agreement, and
except as to Environmental Laws, as hereinafter defined in Section 3.12(b)
below, SWV is in substantial compliance with all federal, state and local
laws, rules and regulations including, without limitation, the following laws:
land use or zoning laws; payroll, employment, labor, interstate commerce,
transportation or safety laws; or federal, state or local "anti-trust" or
"unfair competition" or "racketeering" laws such as but not limited to the
Sherman Act, Clayton Act, Robinson Patman Act, Federal Trade Commission Act,
or Racketeer Influenced and Corrupt Organization Act (collectively, "Law").
Except as disclosed in Schedule 3.12(a), SWV is in substantial compliance with
all permits, franchises, licenses, and orders that have been issued with
respect to the Laws and are or may be applicable to any of their property and
operations, including, without limitation, any order, decree or directive of
any court or federal, state, municipal, or other governmental department,
commission, board, bureau, agency or instrumentality wherever located,
federal, state and local permits, orders, franchises and consents. Except as
set forth on Schedule 3.12(a), with respect to any Law there are no claims,
actions, suits, investigations or proceedings pending, or to SWV's knowledge,
threatened against or affecting SWV, at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, wherever located, which would result in any
adverse change in the financial condition or business of SWV or which would
invalidate this Agreement or any action taken in connection with this
Agreement. Except as disclosed in Schedule 3.12(a), SWV has received no
notification of any past or present failure by SWV to comply with any Law
applicable to it or its assets.
(b) Except as disclosed in Schedule 3.12(b) to this Agreement, SWV is in
compliance with all federal, state and local laws, rules and regulations
relating to environmental issues of any kind ("Environmental Law"). Except as
disclosed in Schedule 3.12(b), with respect to any Environmental Law, SWV is
in compliance with all permits, licenses, and orders related thereto or issued
thereunder, as are or may be applicable to the property and operations of SWV,
including, without limitation, any order, decree or directive of any court or
federal, state, municipal, or other governmental department, commission,
board, bureau, agency or instrumentality wherever located. Except as set
forth on Schedule 3.12(b), there are no Environmental Law related claims,
actions, suits or proceedings pending or to SWV's knowledge threatened against
or affecting SWV, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, wherever located, which would result in an adverse change
in the financial condition or business of SWV or which would invalidate this
Agreement or any action taken in connection with this Agreement.
(c) Except as set forth in Schedule 3.12(c), to SWV's knowledge, no
employee, officer, director, or shareholder of SWV is under investigation by
the Attorney General of any state, by the District Attorney of any county of
any state, or by any United States Attorney or any other governmental
investigative agency for the violation of any Laws, including, without
limitation, the violation of any anti-trust, racketeering, securities or
unfair competition Laws.
(d) All pending or to SWV's knowledge threatened litigation and
administrative or judicial proceedings involving SWV, or its assets or
liabilities, are set forth on Schedule 3.12(d) attached, together with a
description of each such proceeding.
Section 3.13 Working Interest in the Montana Prospect. Except as
disclosed in Schedule 3.13 to this Agreement, the Montana Prospect, a 320 acre
oil lease in Crook County, Wyoming (the "Montana Prospect"), in which SWV has
a working interest, is in compliance with all federal, state and local laws,
rules and regulations relating to environmental issues of any kind
("Environmental Law"). Except as disclosed in Schedule 3.13, with respect to
any Environmental Law, the Montana Prospect is in compliance with all permits,
licenses, and orders related thereto or issued thereunder, as are or may be
applicable to the property and operations of the Montana Prospect, including,
without limitation, any order, decree or directive of any court or federal,
state, municipal, or other governmental department, commission, board, bureau,
agency or instrumentality wherever located. Except as set forth on Schedule
3.12(b), there are no Environmental Law related claims, actions, suits or
proceedings pending or to SWV's knowledge threatened against or affecting the
Montana Prospect, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, wherever located, which would result in an adverse change
in the financial condition or business of the Montana Prospect.
Section 3.14 Corrupt Practices. SWV has not made, offered or agreed to
offer anything of value to any employees of any customers of SWV (except in
conformity with Law) for the purpose of attracting business to SWV or any
foreign or domestic governmental official, political party or candidate for
government office or any of their respective employees or representatives, nor
has SWV otherwise taken any action which would cause it to be in violation of
the Foreign Corrupt Practices Act of 1977, as amended.
Section 3.15 Legal Compliance. SWV has the right, power, legal capacity
and authority to enter into, and perform each of its obligations under this
Agreement, and, except as set forth in Schedule 3.15, no approvals or consents
of any other persons, business or governmental units are necessary to be
obtained by SWV in connection with the transactions, filings with or notices
to, contemplated by this Agreement. Except as disclosed in Schedule 3.15 to
this Agreement, the execution and performance of this Agreement will not
result in a material breach of or constitute a material default or result in
the loss of any material right or benefit under:
(a) Any charter, by-law, agreement or other document to which SWV is a
party or by which the SWV or any of its properties are bound, including,
without limitation, any agreement by or between any shareholder of SWV; or
(b) Any decree, order or rule of any court or governmental authority
which is binding on SWV or on any property of SWV; or
(c) Any permit, certificate or license issued by any governmental
authority under which SWV operates or pursuant to which any of the property of
SWV is bound; or
(d) Any agreement to which SWV is bound, including, without limitation,
bank loan documents, agreements with customers or suppliers and leases for
equipment.
Section 3.16 Transaction Intermediaries. Except as disclosed in
Schedule 3.16, SWV has no agreement or understanding with any agent, broker,
financial advisor or other person acting pursuant to the express authority of
SWV with respect to any commission or finder's fee in connection with the
transactions contemplated by this Agreement.
Section 3.17 Intellectual Property. To SWV's knowledge, SWV has not
infringed, and is not now infringing, on any trade name, trademark, service
mark or copyright belonging to any person, firm or corporation ("Intellectual
Property") and no one has or is infringing any Intellectual Property right of
SWV. SWV owns or has legally licensed all computer software used in
connection with its business and has not infringed, and is not now infringing,
on the rights of any third parties by its use of computer software.
Section 3.18 SEC Filings. SWV has delivered to BMI all historical
filings made by SWV on Forms 8-K, 10-KSB, 10-QSB and Proxy Statements timely
filed with the Securities and Exchange Commission ("SEC") for fiscal years
ending December 31, 1998 (the "Public Reports"). The Public Reports accurately
and completely describe, in all material respects, SWV's financial status,
business operations and prospects as of the date of such filings and as of the
date hereof, and do not omit any material fact(s) necessary to make the
information contained in the filings not misleading.
Section 3.19 Issued Common Stock. The NGP Delaware Stock to be issued
pursuant to this Agreement has been duly authorized and, when issued, will be
validly issued, fully paid and nonassessable.
Section 3.20 Disclosure. The representations and warranties of SWV
contained in this Agreement, or in any Schedule or other document delivered by
SWV pursuant hereto, do not contain any untrue statement of a material fact,
or omit any statement of a material fact necessary to make the statements
contained not misleading. If, prior to Closing, SWV becomes aware of any
inaccuracy or misrepresentation or omission in any of the Schedules, SWV shall
immediately advise BMI in writing of the inaccuracy, misrepresentation or
omission.
ARTICLE IV
Representations and Warranties of BMI
With knowledge that SWV is relying upon the representations, warranties
and covenants contained herein, BMI represents and warrants to SWV and makes
the following covenants for SWV's benefit.
Section 4.1 Organization and Existence. BMI is a corporation duly
organized, validly existing and in good standing under the laws of the British
Virgin Islands and has all requisite corporate power and authority to carry on
its business as now conducted. BMI has all requisite corporate power and
authority to consummate the transactions contemplated by this Agreement.
Section 4.2 Authority Relative to this Agreement. The execution,
delivery and performance of this Agreement and the Collateral Documents by BMI
has been duly authorized and approved by the Board of Directors of BMI. No
further corporate action is necessary on the part of BMI to consummate this
Agreement and the Collateral Documents in accordance with their terms. BMI
has full authority to enter into and perform its obligations under this
Agreement and the Collateral Documents, and neither the execution, delivery
nor performance by BMI of this Agreement or the Collateral Documents will (i)
result in a violation or breach of any term or provision nor constitute a
default under the certificate of incorporation or bylaws of BMI or under any
contract or agreement to which BMI is a party or by which it is bound, or
violate any order, writ, injunction or decree of any court, administrative
agency or governmental body, or (ii) result in a violation or breach of any
term or provision, or constitute a default or accelerate the performance
required, under any indenture, mortgage, deed of trust or other contract or
agreement to which BMI is a party or by which it or its properties is bound.
Section 4.3 NGP Assets. BMI and/or BAMI have all right title and interest
to the NGP Assets (attached hereto as Schedule 1.3) free of any liens.
Section 4.4 Transaction Intermediaries. Except for Section 5.1, BMI has
no agreement or understanding with any agent, broker, financial advisor or
other person acting pursuant to the express authority of BMI with respect to
any commission or finder's fee in connection with the transactions
contemplated by this Agreement.
ARTICLE V
Additional Agreements of the Parties
The parties hereto covenant and agree with the other, as applicable, as
follows:
Section 5.1 The Reorganization. Subject to SWV Shareholder approval, SWV
has agreed, prior to Closing, to: (X) effect the disposition and/or
distribution of all of its non-cash assets, including, without limitation, any
limited partnership interest in a working interest in the Montana Prospect
(the "Working Interest") and to satisfy or otherwise extinguish all
liabilities (the "SWV Purge") and (Y) form NGP Delaware and to merge (the
"Delaware Merger") SWV into NGP Delaware, with NGP Delaware as the survivor
(The SWV Purge and the Delaware Merger are referred to herein collectively as,
the "Reorganization").
(a) Terms of the SWV Purge. SWV may determine, in its discretion,
the nature of the transaction by which the SWV Purge shall be accomplished,
provided, that, the SWV Purge must be completed prior to the Delaware Merger.
It is presently contemplated that SWV will effect the SWV Purge by means of a
"spin off" on a pro rata basis of the stock of a newly formed subsidiary to
which SWV shall have previously contributed all of its assets and liabilities.
To the extent that the transactions contemplated by the SWV Purge give rise to
any federal and/or state income tax liability, SWV agrees that it shall ensure
that prior to the closing of the NGP Contribution such liabilities are paid in
full or that the cash necessary to satisfy such tax liabilities is on hand in
NGP Delaware.
(b) Terms of the Delaware Merger. The terms of the Delaware
Domicile Merger shall provide that, upon the effectiveness, each shareholder
of SWV shall receive one (1) share of the common stock of NGP Delaware for
every fifteen (15) shares of the common stock of SWV. The number of
authorized shares of NGP Delaware shall be 50,000,000. Except for the
conversion ratio above, the terms of the NGP Delaware common stock shall be
identical to the terms of the common stock of SWV. As a result of the Delaware
Merger, prior to the NGP Contribution, the former shareholders of SWV will
hold 227,733 shares of stock of NGP Delaware. On the formation of NGP
Delaware, SWV shall appoint the persons designated by BMI as the Directors of
NGP Delaware.
(c) Finder's Shares and Options. SWV and BMI agree that after the
Delaware Merger and prior to the Closing of the NGP Contribution, NGP Delaware
will issue 20,000 shares of its common stock to E. T. International Limited
(P.O. Box 235, 14 New Street, St. Peter Port Guernsey, UK GY14LE) as a
finder's fee. In addition, NGP Delaware will enter into Consulting Agreements
with Cloetens or a company designated by Cloetens that provide for grants,
under a NGP Delaware Stock Option Plan of an aggregate of 50,000 five (5) year
options (the "Options") (10,000 at $7.50, $8.00, $8.50, $9.00 and $9.50,
respectively), to purchase publicly registered shares of common stock of NGP
Delaware.
Section 5.2 Proxy Statement. SWV has agreed to prepare and file a Proxy
Statement (the "Proxy Statement") pursuant to Regulation 14A, giving notice of
a special meeting of shareholders to the record owners of SWV. The Proxy
Statement shall be filed with the Securities and Exchange Commission (the
"SEC") no later than thirty (30) days after the date of this Agreement. In
accordance with SEC rules, the Proxy Statement will be sent to the record
shareholders of SWV giving them notice of the time and place of a special
meeting of the shareholders on a date no more than twenty (20) after the date
of mailing of the Proxy Statement. The Proxy Statement shall seek proxies for
the approval of the following actions:
(i) The Reorganization.
(ii) The SWV Purge.
(iii) The ratification and approval of the NGP Contribution,
including without limitation, the issuance of common stock to BMI.
(iv) Any other matter that may properly come before the
meeting of the shareholders.
Section 5.3 Access to Records. SWV will give to BMI and its
representatives, from the date hereof until the Closing Date, full access
during normal business hours, upon reasonable notice, to all of the
properties, books, contracts, documents and records of SWV, and will make
available to BMI and its representatives all additional financial statements
of and all information with respect to the business and affairs of SWV that
BMI may reasonably request.
Section 5.4 Continuation of Insurance. SWV will keep in existence all
policies of insurance insuring SWV against liability and property damage, fire
and other casualty through the Closing Date, consistent with the policies
currently in effect.
Section 5.5 Standstill Agreement. Until the Closing Date, unless this
Agreement is earlier terminated pursuant to the provisions hereof, SWV will
not, directly or indirectly, solicit offers for the shares or the assets of
SWV or for a merger or consolidation involving SWV, or respond to inquiries
from, share information with, negotiate with or in any way facilitate
inquiries or offers from, third parties who express or who have heretofore
expressed an interest in acquiring SWV by merger, consolidation or other
combination or acquiring any of SWV's assets.
Section 5.6 Payment of Expenses. Each party will pay its own expenses
incurred in conjunction with this Agreement, the Collateral Documents and the
transactions contemplated thereby, including all fees and expenses of counsel
and accountants and any broker or finder commission, whether or not such
transaction is completed. It is acknowledged by the parties, that BMI will
bear the cost of the preparation of the Proxy Statement by its attorneys and
that SWV shall bear the cost of its attorney's review of the Proxy Statement.
Section 5.7 Vote by Cloetens; Board Recommendation. Cloetens hereby
agrees that he will vote all of his shares of SWV common stock in favor of all
the actions to be taken hereunder that require SWV shareholder approval and
that he will execute any agreement, proxy or other document as may be
reasonably required by BMI to ensure his vote. Further, Cloetens agrees that
a statement to the effect that he will vote in favor of the actions will be
included in the Proxy Statement. The Board of Directors of SWV agree that it
will recommend the approval of the Reorganization and the NGP Contribution to
the shareholders of SWV.
Section 5.9 Consents. SWV and BMI shall cooperate with each other and
use their reasonable best efforts to obtain all approvals, authorizations and
consents required to be obtained to consummate the transaction set forth in
this Agreement, including, the approval of every regulatory agency of federal,
state, or local government that may be required in the opinion of either BMI
or SWV.
ARTICLE VI
Conditions of BMI
The obligations of BMI to effect the transactions contemplated by this
Agreement shall be subject to the fulfillment at or prior to the Closing Date
of each of the following items that are conditions to the Closing:
Section 6.1 Compliance by SWV and Cloetens. SWV and Cloetens shall have
performed and complied with all material obligations and conditions required
by this Agreement to be performed or complied with by SWV and Cloetens at or
prior to the Closing Date, including, without limitation, Sections 5.1 and
5.2. All representations and warranties of SWV and Cloetens contained in this
Agreement shall be true and correct in all material respects at and as of the
Closing Date, with the same force and effect as though made at and as of the
Closing Date, except for changes expressly permitted by this Agreement, and
BMI shall have received a Certificate duly executed by the President of SWV
representing and warranting the foregoing.
Section 6.2 Litigation Affecting This Transaction. There shall be no
actual or threatened action by or before any court which seeks to restrain,
prohibit or invalidate the transactions contemplated by this Agreement or
which might affect the right of BMI to own the NGP Delaware Stock or control
SWV or the business SWV operates, which, as a result of the transactions
contemplated by this Agreement, might affect such right as to BMI or any
affiliate thereof subsequent to the Closing Date and which, in the judgment of
the Board of Directors of BMI, made in good faith and based upon advice of its
counsel, makes it inadvisable to proceed with the transactions contemplated by
this Agreement.
Section 6.3 Fiscal Condition of Business. There shall have been no
material adverse change in the results of operations, financial condition or
business of SWV.
Section 6.4 Opinions of Counsel. SWV shall have delivered to BMI the
opinion of counsel, dated the Closing Date, in the form annexed hereto as
Schedule 1.6(c).
Section 6.5 Consents. All approvals, authorizations and consents
required to be obtained shall have been obtained. BMI shall have been
furnished with appropriate evidence, reasonably satisfactory to BMI and its
counsel, of the granting of such approvals, authorizations and consents.
Section 6.6 Phase 1 Environmental Survey. BMI shall have ordered, at
its sole cost and expense, and received a Phase 1 Environmental survey of the
Montana Prospect that is satisfactory to BMI in its sole discretion.
ARTICLE VII
Conditions of SWV
The obligations of SWV to effect the transaction contemplated by this
Agreement shall be subject to the fulfillment at or prior to the Closing Date
of each of the following conditions:
Section 7.1 Compliance by BMI. BMI shall have performed and complied
with all material obligations and conditions required by this Agreement to be
performed or complied with by it at or prior to the Closing Date. All
representations and warranties of BMI contained in this Agreement shall be
true and correct in all material respects at and as of the Closing Date, with
the same force and effect as though made at and as of the Closing Date, except
for changes expressly permitted by this Agreement.
Section 7.3 Material Adverse Change. There shall not have been, and on
the Closing Date shall not be in existence, any event, condition or state of
facts which could reasonably be expected to result in, any material adverse
change in the condition (financial or otherwise), assets, real property,
personal property, results of operations, business or prospects of BMI and its
subsidiaries taken as a whole.
Section 7.4 Opinion of Counsel. BMI shall have delivered to SWV the
opinion of counsel to BMI, dated the Closing Date, in the form annexed hereto
as Schedule 1.7(b).
Section 7.5 Consents. All approvals, authorizations and consents
required to be obtained shall have been obtained. SWV shall have been
furnished with appropriate evidence, reasonably satisfactory to SWV and its
counsel, of the granting of such approvals, authorizations and consents.
ARTICLE VIII
Indemnification
Section 8.1 Indemnification by Cloetens. Subject to Section 8.8 below,
Cloetens agrees that he will indemnify, defend, protect and hold harmless BMI
or NGP Delaware and their officers, shareholders, directors, divisions,
subdivisions, affiliates, subsidiaries, parents, agents, employees, legal
representatives, successors and assigns from and against all claims, damages,
actions, suits, proceedings, demands, assessments, adjustments, penalties,
costs and expenses whatsoever (including specifically, but without limitation,
reasonable attorneys' fees and expenses of investigation) whether equitable or
legal, matured or contingent, known or unknown to SWV and/or Cloetens,
foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising
out of occurrences prior to the Closing of this Agreement, from: (a) any
breach of, misrepresentation in, untruth in or inaccuracy in the
representations and warranties by the SWV and/or Cloetens, set forth in this
Agreement or in the Schedules attached to this Agreement or in the Collateral
Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or
condition on the part of SWV or Cloetens made in this Agreement and to be
performed by SWV or Cloetens before the Closing Date, provided, however, that
such nonfulfillment or nonperformance is within the control of SWV and/or
Cloetens; (c) violation of the requirements of any governmental authority
relating to the reporting and payment of federal, state, local or other
income, sales, use, franchise, excise or property tax liabilities of SWV
arising or accrued prior to the Closing Date; (d) any violation of any
federal, state or local "anti-trust" or "racketeering" or "unfair competition
law", including, without limitation, the Sherman Act, Clayton Act, Robinson
Patman Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt
Organization Act; and (e) any claim by a third party that, if true, would mean
that a condition for indemnification set forth in subsections (a), (b), (c) or
(d) of this Section 8.1 of this Agreement has occurred.
Section 8.2 Indemnification by BMI. BMI agrees that it will indemnify,
defend, protect and hold harmless SWV and/or Cloetens and their agents,
employees, heirs, legal representatives, successors and assigns, as
applicable, from and against all claims, damages, actions, suits, proceedings,
demands, assessments, adjustments, penalties, costs and expenses whatsoever
(including specifically, but without limitation, reasonable attorneys' fees
and expenses of investigation) incurred by them, as a result of or incident
to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the
representations and warranties of BMI set forth in this Agreement or in the
Schedule attached to this Agreement or in the Collateral Documents; (b)
nonfulfillment or nonperformance of any agreement, covenant or condition on
the part of BMI made in this Agreement and to be performed by BMI before or
after the Closing Date; (c) any claim by a third party that, if true, would
mean that a condition for indemnification set forth in subsections (a), (b),
or (c) of this Section 8.2 has occurred.
Section 8.3 Procedure for Indemnification with Respect to Third Party
Claims.
(a) If any third party shall notify a party to this Agreement (the
"Indemnified Party") with respect to any matter (a "Third Party Claim") that
may give rise to a claim for indemnification against any other party to this
Agreement (the "Indemnifying Party") under this Article VIII, then the
Indemnified Party shall promptly notify each Indemnifying Party thereof in
writing; provided, however, that no delay on the part of the Indemnified Party
in notifying any Indemnifying Party shall relieve the Indemnifying Party from
any obligation hereunder unless (and then solely to the extent) the
Indemnifying Party is thereby prejudiced. Such notice shall state the amount
of the claim and the relevant details thereof.
(b) Any Indemnifying Party will have the right to defend the Indemnified
Party against the Third Party Claim with counsel of its choice reasonably
satisfactory to the Indemnified Party so long as (i) the Indemnifying Party
notifies the Indemnified Party in writing within ten days after the
Indemnified Party has given notice of the Third Party Claim that the
Indemnifying Party will indemnify the Indemnified Party pursuant to the
provisions of this Article VIII, as applicable, from and against the entirety
of any adverse consequences (which will include, without limitation, all
losses, claims, liens, and reasonable attorneys' fees and related expenses)
the Indemnified Party may suffer resulting from, arising out of, relating to,
in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying
Party provides the Indemnified Party with evidence reasonably acceptable to
the Indemnified Party that the Indemnifying Party will have the financial
resources to defend against the Third Party Claim and fulfill its
indemnification obligations hereunder, (iii) the Third Party Claim involves
only monetary damages and does not seek an injunction or equitable relief,
(iv) settlement of, or adverse judgment with respect to the Third Party Claim
is not, in the good faith judgment of the Indemnified Party, likely to
establish a precedential custom or practice adverse to the continuing business
interests of the Indemnified Party, and (v) the Indemnifying Party conducts
the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the
Third Party Claim in accordance with Section 8.3(b) above, (i) the Indemnified
Party may retain separate co-counsel at its sole cost and expense and
participate in (but not control) the defense of the Third Party Claim, (ii)
the Indemnified Party will not consent to the entry of any judgment or enter
into any settlement with respect to the Third Party Claim without the prior
written consent of the Indemnifying Party (which will not be unreasonably
withheld), and (iii) the Indemnifying Party will not consent to the entry of
any judgment or enter into any settlement with respect to the Third Party
Claim without the prior written consent of the Indemnified Party (which will
not be unreasonably withheld). In the case of (c)(ii) or (c)(iii) above, any
such consent to judgment or settlement shall include, as an unconditional term
thereof, the release of the Indemnifying Party from all liability in
connection therewith.
(d) If any condition set forth in Section 8.3(b) above is or becomes
unsatisfied, (i) the Indemnified Party may defend against, and consent to the
entry of any judgment or enter into any settlement with respect to, the Third
Party Claim and any matter it may deem appropriate and the Indemnified Party
need not consult with, or obtain any consent from, any Indemnifying Party in
connection therewith, (ii) the Indemnifying Party will reimburse the
Indemnified Party promptly and periodically for the cost of defending against
the Third Party Claim (including attorneys' fees and expenses), and (iii) the
Indemnifying Party will remain responsible for any adverse consequences the
Indemnified Party may suffer resulting from, arising out of, relating to, in
the nature of, or caused by the Third Party Claim to the fullest extent
provided in this Article IX.
Section 8.4 Procedure for Non-Third Party Claims. If BMI, NGP Delaware,
SWV or Cloetens wishes to make a claim for indemnity under Section 8.1 or
Section 8.2, as applicable, and the claim does not arise out of a third party
notification which makes the provisions of Section 8.3 applicable, the party
desiring indemnification ("Indemnified Party") shall deliver to the party from
which indemnification is sought ("Indemnifying Party") a written demand for
indemnification ("Indemnification Demand"). The Indemnification Demand shall
state: (a) the amount of losses, damages or expenses to which the Indemnified
Party has incurred or has suffered or is expected to incur or suffer to which
the Indemnified Party is entitled to indemnification pursuant to Section 8.1
or Section 8.2, as applicable; (b) the nature of the event or occurrence which
entitles the Indemnified Party to receive payment under Section 8.1 or Section
8.2, as applicable. If the Indemnifying Party wishes to object to an
Indemnification Demand, the Indemnifying Party must send written notice to the
Indemnified Party stating the objections and the grounds for the objections
("Indemnification Objection"). If no Indemnification Objection is sent within
thirty (30) days after the Indemnification Demand is sent, the Indemnifying
Party shall be deemed to have acknowledged the correctness of the claim or
claims specified in the Indemnification Demand and shall pay the full amount
claimed in the Indemnification Demand within forty-five (45) days of the day
the Indemnification Demand is dated. If for any reason the Indemnifying Party
does not pay the amounts claimed in the Indemnification Demand, within thirty
days of the Indemnification Demand's date, the Indemnified Party may institute
legal proceedings to enforce payment of the indemnification claim contained in
the Indemnification Demand and any other claim for indemnification that the
Indemnified Party may have.
Section 8.5 Survival of Claim. All of the respective representations,
warranties and obligations of the parties to this Agreement shall survive
consummation of the transactions contemplated by this Agreement as follows:
(i) all representations and warranties pertaining to federal, state and local
taxes, including, without limitation, the representations and warranties set
forth in Section 3.9 shall survive until the expiration of the applicable
statute of limitations on any claim which can be brought against the Companies
by tax authorities or governmental agencies or governmental units and (ii) all
representations and warranties other than set forth in (i) above shall survive
twelve (12) months from the Closing Date. Notwithstanding the prior sentence
which provides that the representations and warranties expire after certain
stated periods of time, if within the stated period of time, a notice of a
claim for indemnification or Indemnification Demand is given, or a suit or
action based upon representation or warranty is commenced, the Indemnified
Party shall not be precluded from pursuing such claim or action, or from
recovering from the Indemnifying Party (whether through the courts or
otherwise) on the claim or action, by reason of the expiration of the
representation or warranty.
Section 8.6 Limitation of Liability. The Parties agree that they shall
not bring a claim for indemnification under this Article VIII unless and until
all claims a party has exceed $50,000, and that the first $50,000 of damages
are not recoverable.
Section 8.7 Prompt Payment. In the event that any party is required to
make any payment under this Article VIII, such party shall promptly pay the
Indemnifying Party the amount so determined. If there should be a dispute as
to the amount or manner of determination of any indemnity obligation owed
under this Article VIII, the Indemnifying Party shall, nevertheless, pay when
due such portion, if any, of the obligation as shall not be subject to
dispute. The portion in dispute shall be paid upon a final and non-appealable
resolution of such dispute. Upon the payment in full of any claim, the
Indemnifying Party shall be subrogated to the rights of the Indemnified Party
against any person with respect to the subject matter of such claim.
Section 8.8 Condition to Cloetens' Indemnification Obligation.
Notwithstanding any other provision of this Article VIII to the contrary, BMI
agrees that it will not assert, for itself or on behalf of NGP Delaware, any
right to indemnification under Section 8.1 that arises from SWV's ownership
and participation in the Working Interest for the period ending on the Closing
Date (a "Working Interest Claim") against Cloetens, unless and to the extent
BMI and/or NGP Delaware is not indemnified for such Working Interest Claim by
the new owner of the Working Interest (the "New Owner"). Cloetens
acknowledges that in structuring the SWV Purge, the New Owner must be
obligated to assume Cloetens' indemnification obligation for any Working
Interest Claim on terms substantially the same as provided in this Article
VIII.
ARTICLE IX
Other Provisions
Section 9.1 Nondisclosure by SWV and Cloetens. SWV and Cloetens
recognize and acknowledge that they have in the past, currently has, and in
the future will have certain confidential information of BMI. SWV and
Cloetens agree that for a period of ten (10) years from the Closing Date they
will not disclose such confidential information to any person, firm,
corporation, association or other entity for any purpose or reason whatsoever,
except to authorized representatives of BMI, unless (i) such information
becomes known to the public generally through no fault of SWV or Cloetens or
(ii) SWV is compelled to disclose such information by a governmental entity or
pursuant to a court proceeding. In the event of a breach or threatened breach
by SWV or Cloetens of the provisions of this Section, BMI shall be entitled to
an injunction restraining SWV or Cloetens from disclosing, in whole or in
part, such confidential information. Nothing herein shall be construed as
prohibiting BMI from pursuing any other available remedy for such breach or
threatened breach, including, without limitation, the recovery of damages.
Section 9.2 Assignment; Binding Effect; Amendment. This Agreement and
the rights of the parties hereunder may be assigned with the prior consent of
the other parties and shall be binding upon and shall inure to the benefit of
the parties hereto, and the successors and/or assigns of BMI , SWV and
Cloetens. This Agreement, upon execution and delivery, constitutes a valid
and binding agreement of the parties hereto enforceable in accordance with its
terms and may be modified or amended only by a written instrument executed by
all parties hereto.
Section 9.3 Entire Agreement. This Agreement, is the final, complete
and exclusive statement and expression of the agreement among the parties
hereto with relation to the subject matter of this Agreement, it being
understood that there are no oral representations, understandings or
agreements covering the same subject matter as the Agreement. The Agreement
supersedes, and cannot be varied, contradicted or supplemented by evidence of
any prior to contemporaneous discussions, correspondence, or oral or written
agreements of any kind. The parties to this Agreement have relied on their
own advisors for all legal, accounting, tax or other advice whatsoever with
respect to the Agreement and the transactions contemplated hereby.
Section 9.4 Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute but one and the same instrument. This
Agreement may be executed by facsimile signatures.
Section 9.5 Notices. All notices or other communications required or
permitted hereunder shall be in writing and may be given by depositing the
same in United States mail, addressed to the party to be notified, postage
prepaid, registered or certified with return receipt requested, by overnight
courier or by delivering the same in person to such party.
(a) If to BMI, addressed to it at:
Rue de la Rotisserie 29
1204 Geneva
Switzerland
Attention: Jacques Mot
with a copy to:
Thomas R Marshall, Esq.
Schnader Harrison Segal & Lewis LLP
330 Madison Avenue
New York, New York 10017
(b) If to SWV or Cloetens, addressed to it or him at:
455 East 400 South, Suite 100
Salt Lake City, UT 84111
Attention: President
with a copy to:
Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, UT 84111
Notice shall be deemed given and effective the day personally delivered, the
day after being sent by overnight courier and three business days after the
deposit in the U.S. mail of a writing addressed as above and sent first class
mail, certified, return receipt requested, or when actually received, if
earlier. Any party may change the address for notice by notifying the other
parties of such change in accordance with this Section 9.5.
Section 9.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Nevada, without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Nevada or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Nevada.
Section 9.7 No Waiver. No delay of or omission in the exercise of any
right, power or remedy accruing to any party as a result of any breach or
default by any other party under this Agreement shall impair any such right,
power or remedy, nor shall it be construed as a waiver of or acquiescence in
any such breach or default, or of or in any similar breach or default
occurring later; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach of default occurring before or after that
waiver.
Section 9.8 Time of the Essence. Time is of the essence of this
Agreement.
Section 9.9 Captions. The headings of this Agreement are inserted for
convenience only, shall not constitute a part of this Agreement or be used to
construe or interpret any provision hereof.
Section 9.10 Severability. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, it shall, to the extent possible,
be modified in such manner as to be valid, legal and enforceable but so as
most nearly to retain the intent of the parties. If such modification is not
possible, such provision shall be severed from this Agreement. In either case
the validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby.
Section 9.11 Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of
any of the provisions of this Agreement. Any reference to any federal, state,
local or foreign statute shall be deemed to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise. The word
"including" means included, without limitation.
Section 9.12 Extension or Waiver of Performance. Either BMI or SWV may
extend the time for or waive the performance of any of the obligations of the
other, waive any inaccuracies in the representations or warranties by the
other, or waive compliance by the other with any of the covenants or
conditions contained in this Agreement, provided that any such extension or
waiver shall be in writing and signed by SWV and BMI.
Section 9.13 Liabilities of Third Parties. Nothing in this Agreement,
whether expressed or implied, is intended to confer any rights or remedies
under or by reason of this Agreement on any persons other than the parties to
it and their respective officers, shareholders, directors, affiliates,
subsidiaries, parents, agents, employees, legal representatives, successors
and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to
this Agreement, nor shall any provisions give any third person any rights of
subrogation or action over or against any party to this Agreement.
Section 9.14 Publicity. Prior to Closing, except as may be required by
law, no party to this Agreement shall issue any press release or otherwise
make any statement with respect to the transactions contemplated by this
Agreement without the prior consent of the other party, which shall not be
unreasonably withheld.
Section 9.15 Arbitration.
(a) Each and every controversy or claim arising out of or relating to
this Agreement shall be settled by arbitration in the State of Nevada, in
accordance with the commercial rules (the "Rules") of the American Arbitration
Association then obtaining, and judgment upon the award rendered in such
arbitration shall be final and binding upon the parties and may be confirmed
in any court having jurisdiction thereof. Notwithstanding the foregoing, this
Agreement to arbitrate shall not bar any party from seeking temporary or
provisional remedies in any Court having jurisdiction. Notice of the demand
for arbitration shall be filed in writing with the other party to this
Agreement, which such demand shall set forth in the same degree of
particularity as required for complaints under the Federal Rules of Civil
Procedure the claims to be submitted to arbitration. Additionally, the demand
for arbitration shall be stated with reasonable particularity with respect to
such demand with documents attached as appropriate. In no event shall the
demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statutes of limitations.
(b) The arbitrators shall have the authority and jurisdiction to
determine their own jurisdiction and enter any preliminary awards that would
aid and assist the conduct of the arbitration or preserve the parties' rights
with respect to the arbitration as the arbitrators shall deem appropriate in
their discretion. The award of the arbitrators shall be in writing and it
shall specify in detail the issues submitted to arbitration and the award of
the arbitrators with respect to each of the issues so submitted.
(c) Within sixty (60) days after the commencement of any arbitration
proceeding under this Agreement, each party shall file with the arbitrators
its contemplated discovery plan outlining the desired documents to be
produced, the depositions to be take, if ordered by the arbitrators in
accordance with the Rules, and any other discovery action sought in the
arbitration proceeding. After a preliminary hearing, the arbitrators shall
fix the scope and content of each party's discovery plan as the arbitrators
deem appropriate. The arbitrators shall have the authority to modify, amend
or change the discovery plans of the parties upon application by either party,
if good cause appears for doing so.
(d) The award pursuant to such arbitration will be final, binding and
conclusive.
(e) Counsel to SWV and BMI in connection with the negotiation of and
consummation of the transactions under this Agreement shall be entitled to
represent their respective
party in any and all proceedings under this Section or in any other proceeding
(collectively, "Proceedings"). SWV and BMI, respectively, waive the right and
agree they shall not seek to disqualify any such counsel in any such
Proceedings for any reason, including but not limited to the fact that such
counsel or any member thereof may be a witness in any such Proceedings or
possess or have learned of information of a confidential or financial nature
of the party whose interests are adverse to the party represented by such
counsel in any such Proceedings.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
Bachkine & Meyer Industries, S.A.
By: /s/ Jacques Mot
- ---------------------
Jacques Mot
President
SW Ventures, Inc.
By:/s/ Guido Cloetens
- ---------------------
Guido Cloetens
President
Guido Cloetens
- ---------------------
Guido Cloetens
Schedule 1.3
NGP ASSETS
I. PATENTS AND APPLICATIONS THEREFOR
Patent Title: METHOD AND DEVICE FOR TRANSFORMING A RAW MATERIAL CONTAINING
AT LEAST TWO DIFFERENT THERMOPLASTIC MATERIALS INTO A NOVEL
HOMOGENEOUS THERMOPLASTIC MATERIAL
Inventors: Giordano Mariani and Cinzia L. Mariani
Country: Algeria
Serial No.: 037-92/1992
Filed: April 16, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Argentina
Serial No.: 322.153
Filed: April 15, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Austria
Serial No.: 9001/92
Filed: April 8, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Australia
Serial No.: 14348/92
Filed: April 8, 1992
Recordation:
Patent No.: 653011
Issued: January 10, 1995
Status: Patented
Country: Brazil
Serial No.: PI 9205235
Filed: December 14, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Belarus
Serial No.: 2260/IZ
Filed: November 7, 1994
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Belgium
Serial No.: 9200334
Filed: April 14, 1992
Recordation:
Patent No.: 9200334
Issued: January 25, 1994
Status: Patented
Country: Bulgaria
Serial No.: 97167
Filed: April 8, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Canada
Serial No.: 2,085,236
Filed: April 8, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Chile
Serial No.:361-92
Filed: April 14, 1992
Recordation:
Patent No.: 38994
Issued: October 13, 1995
Status: Patented
Country: China
Serial No.: 92102678.1
Filed: April 16, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Columbia
Serial No.: 359.664
Filed: April 15, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Croatia
Serial No.: 381-03/92-04/182
Filed: September 29, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Denmark
Serial No.: 1504/92
Filed: December 16, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Egypt
Serial No.: 200/92
Filed: April 15, 1992
Recordation:
Patent No.: 19667
Issued: August 31, 1995
Status: Patented
Country: Europe
Serial No.: 92907183.5-2307
Filed: December 16, 1992
Recordation:
Patent No.: 0539534
Issued: September 16, 1998
Status: Patented; opposition period ends 6/16/99
Country: Finland
Serial No.: 925446
Filed: November 30, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: France
Serial No.: 9204244
Filed: April 7, 1992
Recordation:
Patent No.: 2675422
Issued: November 4, 1994
Status: Patented
Country: Great Britain
Serial No.: 9224822.8
Filed: April 8, 1992
Recordation:
Patent No.: 2260329
Issued: September 13, 1995
Status: Patented
Country: Germany
Serial No.: P4291173.7
Filed: April 8, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Greece
Serial No.: 920100136
Filed: April 7, 1992
Recordation:
Patent No.: 1001132
Issued: January 26, 1993
Status: Patented
Country: Hungary
Serial No.: P9203620
Filed: December 3, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: India
Serial No.: 263CAL92
Filed: April 16, 1992
Recordation:
Patent No.: 177527
Issued: December 26, 1997
Status: Patented
Country: Iran
Serial No.: 29293
Filed: April 8, 1992
Recordation:
Patent No.: 24691
Issued: December 8, 1992
Status: Patented
Country: Indonesia
Serial No.: P002719
Filed: April 16, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Ireland
Serial No.: 921207
Filed: April 15, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Israel
Serial No.: 101563
Filed: April 10, 1992
Recordation:
Patent No.: 101563
Issued: November 5, 1996
Status: Patented
Country: Italy
Serial No.: TO91A000288
Filed: April 8, 1992
Recordation:
Patent No.: 1245070
Issued: September 13, 1994
Status: Patented
Country: Japan
Serial No.: 506802/92
Filed: April 8, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Kuwait
Serial No.: 21/92
Filed: April 15, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Kazakhstan
Serial No.: 932778.1
Filed: April 8, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Luxembourg
Serial No.: 88199
Filed: December 9, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Malaysia
Serial No.: PI 9200637
Filed: April 14, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Mexico
Serial No.: 9201686
Filed: August 3, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Morocco
Serial No.: 22.790
Filed: April 15, 1992
Recordation:
Patent No.: 22.665
Issued: April 1, 1993
Status: Patented
Country: Netherlands
Serial No.: 9220001
Filed: April 8, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Norway
Serial No.: P924633
Filed: December 1, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: New Zealand
Serial No.: 242352
Filed: April 14, 1992
Recordation:
Patent No.: 242352
Issued: February 18, 1995
Status: Patented
Country: OAPI
Serial No.: 60317
Filed: April 8, 1992
Recordation:
Patent No.: 9799
Issued: December 16, 1992
Status: Patented
Country: Paraguay
Serial No.: 23/92
Filed: April 15, 1992
Recordation:
Patent No.: 3.554
Issued: September 6, 1994
Status: Patented
Country: Pakistan
Serial No.: 148/92
Filed: April 8, 1992
Recordation:
Patent No.: 133,146
Issued: June 2, 1994
Status: Patented
Country: Philippines
Serial No.: 44202
Filed: April 13, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Poland
Serial No.: P-297188
Filed: April 8, 1992
Recordation:
Patent No.: 169931
Issued: March 29, 1996
Status: Patented
Country: Portugal
Serial No.: 100385
Filed: April 14, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Russian Federation
Serial No.: 92016612
Filed: April 8, 1992
Recordation:
Patent No.: 2118931
Issued:
Status: Patented
Country: Republic of Korea
Serial No.: 702946/92
Filed: November 23, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Romania
Serial No.: 92-01553
Filed: April 8, 1992
Recordation:
Patent No.: 110133
Issued: September 29, 1995
Status: Patented
Country: South Africa
Serial No.: 92/2833
Filed: April 16, 1992
Recordation:
Patent No.: 92/2833
Issued: September 29, 1993
Status: Patented
Country: Switzerland and Liechtenstein
Serial No.: 3880/92-4
Filed: April 8, 1992
Recordation:
Patent No.: 688276
Issued: July 15, 1997
Status: Patented
Country: Spain
Serial No.: P92550050
Filed: December 15, 1992
Recordation:
Patent No.: 2085201
Issued: February 18, 1997
Status: Patented
Country: Sri Lanka
Serial No.: 10455
Filed: November 27, 1992
Recordation:
Patent No.: 10455
Issued: December 31, 1992
Status: Patented
Country: Sudan
Serial No.: PCT/127/92/SD
Filed: December 12, 1992
Recordation:
Patent No.: PCT/SD/113
Issued: August 18, 1993
Status: Patented
Country: Sweden
Serial No.: 9203578-1
Filed: November 27, 1992
Recordation:
Patent No.: 508021
Issued: August 10, 1998
Status: Patented
Country: Thailand
Serial No.: 015884
Filed: April 14, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Tunisia
Serial No.: 92.031
Filed: April 14, 1992
Recordation:
Patent No.: 16.558
Issued: April 7, 1993
Status: Patented
Country: Ukraine
Serial No.: 93004667
Filed: June 18, 1993
Recordation:
Patent No.:
Issued:
Status: Pending
Country: Uruguay
Serial No.: 23.401
Filed: April 10, 1992
Recordation:
Patent No.: 13.414
Issued: May 30, 1994
Status: Patented
Country: Venezuela
Serial No.: 0517-92
Filed: April 10, 1992
Recordation:
Patent No.:
Issued:
Status: Pending
Country: United States of America
Serial No.: 08/897,370
Filed: July 21, 1997
Recordation: February 16, 1993
Patent No.: 5,891,955
Issued: April 6, 1999
Status: Patented
Country: United States of America
Serial No.: 09/149,680
Filed: September 9, 1998
Recordation: February 16, 1993
Patent No.:
Issued:
Status: Pending
Country: United States of America
Serial No.: 09/149,669
Filed: September 9, 1998
Recordation: February 16, 1993
Patent No.:
Issued:
Status: Pending
Country: Yugoslavia
Serial No.: P-397/92
Filed: April 16, 1992
Recordation:
Patent No.: 48287
Issued:
Status: Pending; awaiting issuance of patent
II. TRADEMARKS
BMI has filed for the registration of three (3) trademarks with the
United States Patent and Trademark Office. Each application covers the
following goods and services: (a) Machinery for the Production of Plastic
Material, (b) Computer Software Used for the Production of Plastic Material,
(c) Plastic Material Used for Manufacturing and (d) Manufacture of Plastic
Products for Others, Recycling of Mixed Waste Plastic Products for Others.
A) Mark: New Generation Plastic
App. No.: 75/628132
App. Date: January 27, 1999
Status: Filed
B) Mark: NewGen Plastic
App. No.: 75/628971
App. Date: January 27, 1999
Status: Filed
C) Mark: NGP
App. No.: Not yet assigned
App. Date: January 27, 1999
Status: Filed
III. OTHER ITEMS
A. NGP BT 30 Bench Top Unit
B. All Process control Software relating to the New Generation Plastic
TM Process.
C. All know how, trade secrets and other intangible assets relating to
the New Generation Plastic TM Process.
D. All contracts and agreements relating to the New Generation Plastic
TM Process and the related business.
E. Certain liabilities relating to the New Generation Plastic TM
Process and the related business.
