U.S. 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
Date of Report: November 23, 1998
NPS INTERNATIONAL CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-13858 86-0214815
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(Commission File No.) (IRS Employer
Identification No.)
812 Proctor Ave.
Ogdensburg, N.Y. 13669
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(Address of principal executive offices) (Zip code)
NATIONAL INDUSTRIAL SECURITY CORPORATION
225 East Kirkham Road
St. Louis, Missouri 63119
--------------------------
(Former name or former address, if changed since last report)
Registrant's telephone number, including area code:
(315) 393-3793
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Item 1(a). Change in Control of Registrant.
Effective November 6, 1998, pursuant to a definitive agreement
(attached hereto and incorporated herein as Exhibit 2.0) (the
"Agreement") National Industrial Security Corporation (the
"Company") acquired all of the issued and outstanding securities of
NPS Power Systems, Inc., ("NPS"), a Delaware corporation. The
terms of the transaction provided that the Company undertook a
reverse split of its issued and outstanding common stock, whereby
one (1) share of common stock was issued in exchange for each three
(3) shares of common stock then issued and outstanding, in order to
establish the number of issued and outstanding common shares at
closing to be 2,314,700 shares. The Company and NPS entered into
a share exchange agreement wherein the Company issued an aggregate
of 8,000,000 "restricted" shares of the Company's Common Stock to
NPS in exchange for all of the issued and outstanding shares of
NPS. NPS became a wholly owned subsidiary of the Company. The
Company also changed its name to "NPS International Corporation."
Pursuant to the terms of the Agreement, Max T. Jackson the
Company's former President, resigned his position as President but
retained his position as a director of the Company. Messrs. David
R. Jackson and Stephen C. Jackson resigned their positions as
directors of the Company. The following persons were appointed as
new officers and/or directors of the Company:
NAME OFFICE
--------------------- ----------------------------
Michael Wexler Chairman, President and
Chief Executive Officer
Dr. Mark Scibor-Rylski Vice President and Director
The percentage of voting securities of the Company now
beneficially owned directly or indirectly by the entity who
acquired control and the identity of the entities who acquired
control are as follows:
Shares of Common Stock Approximate
Name and Address Beneficially Owned Percent of Class
- ---------------- ------------------ ----------------
Michael Wexler 4,591,350(1) 44.5%
23 Wilton Crescent
Ottawa, Ontario
Canada K1S 4P2
Max T. Jackson(2) 1,166,908 11.3%
225 E. Kirkham Road
St. Louis, MO 63119
2
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Shares of Common Stock Approximate
Name and Address Beneficially Owned Percent of Class
- ---------------- ------------------ ----------------
Harold Paumgarten(3) 640,207 6.2%
3700 Lexington Ave.
Suite 405
New York, NY 10174
Dr. Mark Scibor-Rylski 290,021 2.8%
12 Barklay Road
Fulham, London
England SW6 1EH
All Proposed Directors 6,048,279 58.6%
and Executive Officers
as a Group (3 persons)
________________
(1) The common shares indicated are to be held by Suncrest
Management Services, S.A., a holding company controlled by the
family of Michael Wexler. The information relating to
beneficial ownership of the Company's common stock is based on
information furnished by them using the definition of
"beneficial ownership" set forth in rules promulgated by the
Securities and Exchange Commission under Section 13(d) of the
Securities Exchange Act of 1934. Except where there may be
special relationships with other persons, including share
voting or investment power, the directors and nominees possess
sole voting and investment power with respect to the shares
set forth beside their names.
(2) Mr. Jackson is currently an officer and director of the
Company. It is anticipated that he will remain involved with
the Company as a director if the Transaction is successfully
consummated.
(3) Mr. Paumgarten is currently a director of Polcorp Industries,
Inc., a wholly owned subsidiary of Naidger. However, it is
not anticipated that Mr. Paumgarten will be appointed as a
director of the Company upon closing of the proposed
Transaction. As such, the shares of common stock to be held
by Mr. Paumgarten are not included in the aggregate amount of
common shares to be held by all officers and directors as a
group.
Item 2. Acquisition or Disposition of Assets.
Effective November 6, 1998, the Company acquired all of the
issued and outstanding securities of NPS. The nature and amount of
consideration given in connection with the agreement was the
issuance of 8,000,000 shares of "restricted" common stock of the
Company (post reverse split) to the former NPS shareholders. The
3
<PAGE>
consideration given and received was determined by arms-length
negotiations between the principals of the Company and principals
of NPS. No material relationship existed or presently exists
between management of the companies, except for the fact that Mr.
Max Jackson has remained with the Company in the capacity of a
director of the Company.
NPS was incorporated in the State of Delaware on January 15,
1997. Prior to the transaction described hereinabove, NPS was a
holding company which acquired Polcorp Industries, Inc. and its two
operating subsidiaries, including Metrix Metal, L.L.C. ("MML") and
Metrix Tools, L.L.C. ("MTL"), each located in Tczew, Poland. MML
is engaged in the production of metal parts and sub-assemblies,
primarily the gas meter, white goods and auto parts sector in
central and eastern Europe. MTL is engaged in the design and
production of tools, injection molds, dies and assembly jigs for
use in the production of gas meters, white goods, auto parts and
telecommunication equipment. This company's business is also based
primarily in central and eastern Europe.
During the balance of the NPS fiscal year ended December 31,
1998, NPS generated approximately $1,369,000 in gross revenues,
incurring a net loss of approximately $1,500. During the six month
period ended June 30, 1998, NPS generated approximately $1,340,000
in gross revenues, with a net loss for this six month period of
approximately $60,000. Management intends to attempt to increase
the business of the Company in the near future through internal
growth and expansion, as well as the acquisition of one or more
synergistic business operations located in Poland.
Item 7(a) and 7(b). Financial Statements and Pro Forma Financial
Statements
The Registrant hereby undertakes to file with the Commission
an amendment to this Form 8-K wherein the Registrant shall provide
the audited financial statements of NPS and the Company's pro forma
financial statements within sixty (60) days after the filing of
this Form 8-K.
Item 7(c). Exhibits.
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Number Exhibit
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2.0 Agreement between the Company and Naidger
Power Systems, Inc.
4
<PAGE>
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.
NPS INTERNATIONAL CORPORATION
(f/k/a National Industrial Security
Corporation)
By:/s/ Michael Wexler
-------------------------------------
Michael Wexler, President
Dated: November 23, 1998
5
<PAGE>
NPS INTERNATIONAL CORPORATION
_____________________________
EXHIBIT 2.0 TO FORM 8-K
_____________________________
REORGANIZATION AGREEMENT
BETWEEN THE COMPANY AND
NAIDGER POWER SYSTEMS, INC.
_____________________________
<PAGE>
REORGANIZATION AGREEMENT
This is an Reorganization Agreement dated as of the 31st day of
August, 1998 made by and between National Industrial Security
Corporation, a Delaware corporation ("NISCO") and Naidger Power
Systems, Inc. a Delaware corporation, ("NPS") said corporations
being together hereinafter sometimes referred to as the
"Constituent Corporations".
NISCO is a corporation incorporated on November 12, 1967, under the
general corporation laws of the State of Delaware, with its
principal office int he State of Delaware, being located at 306
South State Street, County of Kent, State of Delaware, 19901, and
the name of its registered agent at said office is United States
Corporation Company.
NISCO is authorized to issue, 12,000,000 shares of common stock
$.16-2/3 par value, aggregating $2,000,400 in par value, of which,
on the date hereof, 6,994,100 shares of common stock, $.16-2/3 par
value are issued and outstanding.
NPS is authorized to issue 20,000,000 shares of common stock,
$.001 par value, aggregating $20,000 in par value, of which
approximately 6,450,100 shares of common stock, $.001 par value,
will be issued and outstanding at the closing of this transaction
and is to be exchanged for common shares of NISCO.
NPS is a corporation incorporated on January 15, 1997, under the
General Business Corporation Act of the State of Delaware, with its
principal office located at: 812 Proctor Avenue, Ogdensburg, New
York, 13669. NPS owns all of the issued and outstanding shares of
Polcorp Industries, Inc., a Delaware Corporation. Polcorp has two
wholly owned subsidiaries, Metrix Metal and Metrix Tools, both
located in Tzcew, Poland.
In consideration of the premises and of the mutual agreements,
covenants and provisions hereinafter contained, the parties hereto
agree that the terms and conditions of the Reorganization
Agreement, the mode of carrying the same into effect, and the
manner and basis of exchanging the issued stock of NPS for stock of
NISCO, shall be as follows:
ARTICLE I
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It is agreed and understood that the existence of NPS shall become
and continue as a wholly-owned subsidiary of NISCO, with all the
rights, privileges, immunities and powers and subject to all duties
and liabilities of a corporation organized under the General
Business Corporation Act of 1983 of the State of Delaware.
The existence of NISCO shall continue unaffected and unimpaired by
the purchase of NPS with all the rights, privileges, immunities and
powers, and subject to all duties and liabilities of a corporation
organization under The General Corporation Law of the State of
Delaware.
<PAGE>
ARTICLE II
----------
The Certificate of Incorporation of NPS shall continue to be its
Certificate of Incorporation following the Effective Date of the
Reorganization, until the same shall be altered or amended.
ARTICLE III
-----------
On the Effective Date of the Reorganization, the parent
corporation, NISCO, shall possess all of the rights, privileges,
immunities, powers, and franchises of a Corporation incorporated
under the State of Delaware.
ARTICLE IV
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1. Prior to the Effective Date of the Reorganization, NISCO shall
have completed a one for three (1:3) reverse stock split. No
additional or different classes of securities shall be issued to
holders of NISCO stock as part of the Reorganization. All NISCO
stockholders will be informed of the one for three (1:3) reverse
stock split and will be required to forward their stock
certificates to NISCO to be exchanged for corrected certificates.
2. Each share of common stock, $.001 par value of NPS, issued and
outstanding on the Effective Date of the Reorganization, on said
date, shall be converted into and exchanged pro rata for 8,000,000
shares of common stock $.16 2/3 par value, of NISCO.
3. The parties hereto intend that, following the Effective Date of
the Reorganization, the holders of the common stock of NISCO
immediately prior to the Reorganization, including purchasers of
such shares between the date hereof and the Effective Date of the
merger, will hold in the aggregate, twenty one and one half percent
(21.5%) of the common stock of NISCO and, the shareholders of NPS
stock, will receive seventy eight and one-half percent (78.5%) of
the shares of common stock of NISCO, $.16 2/3 par value.
4. As soon as practicable after the Effective Date of the
Reorganization and after the consummation of the exchange outlined
above, each holder of an outstanding certificate or certificates
representing shares of common stock, $.001 par value of NPS shall
delivery the same to the designated transfer agent for NISCO, and
such holder shall be entitled upon such surrender, to receive in
exchange therefore, a certificate, or certificates, representing
the number of whole shares of common stock of NISCO on a pro rata
basis of ownership in the shares of common stock of NPS.
5. All shares of common stock, $.16 2/3 par value of NISCO into
which all shares of common stock $.001 par value of NPS are
converted, as above provided, shall be fully paid and non-
assessable.
<PAGE>
6. When issuing new certificates representing shares of NISCO, the
transfer agent will endorse or legend such new certificates for
post reorganization shareholders with any endorsement or legend
including restrictions on resale or commitment with respect to the
payment of dividends or the purchase of stock, which are set forth
on the certificates surrendered.
7. When issuing new certificates representing shares of NISCO, the
Parent Corporation, for pre-reorganization shareholders, the
transfer agent will not endorse or legend such new certificates
with the endorsement or legend set forth on the certificate
surrendered.
ARTICLE V
---------
NISCO represents and warrants as follows:
1. NISCO is a corporation, duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its
incorporation.
2. This Agreement and the transaction described therein have been
duly authorized by the Board of Directors and the consummation of
the transaction will not violate any agreement to which NISCO is a
party.
3. The consolidated balance sheet of NISCO and its subsidiaries as
of December 31, 1997, and the related statements of consolidated
income, paid in surplus and earned surplus then ended, certified by
Kerber, Eck, & Braeckle, independent public accountants, which are
contained in NISCO's annual report for the year 1997, as well as
the unaudited financial statements of the six month period ending
June 30, 1998, as set forth in NISCO's Form 10Q for that period,
copies of which are attached as hereto, were prepared in conformity
with generally accepted accounting principles applied on a basis
consistent with that of preceding periods and fairly present the
financial position of NISCO and its consolidated subsidiaries at
Dec. 31, 1997 and June 30, 1998 respectively, and the results of
operations for the periods then ended. Since June 30, 1998, there
has been no material adverse change in the assets, business,
prospects or condition, financial or otherwise, of NISCO or its
subsidiaries from that reflected in said financial statements.
4. NISCO and its subsidiaries have good and merchantable title to
all their respective property and assets reflected in the
consolidated balance sheet as of Dec. 31, 1997 and June 30, 1998,
referred to above (other than property and assets disposed of in
the ordinary course of business), free and clear of all liens or
encumbrances other than as reflected in such balance sheet and the
related notes.
5. There are no option agreements, warrants, other stock issues or
classes of stock, or convertible debt or classes of convertible
debt or equity issues related to NISCO stock issued or outstanding
presently, other than as disclosed herein.
<PAGE>
6.(a) All federal, state and local taxes and deficiencies thereon
for which NISCO is liable have been paid or adequate provision has
been made for the payment thereof on the balance sheet of NISCO as
of June 30, 1998.
(b) NISCO or any of its subsidiaries are not a party to,
(i) any pension, retirement, profit sharing, bonus or stock
option plan for its officers or employees, except as required
in the normal course of business.
(ii) any employment contract or agreement which is not
immediately terminable upon termination notice by NISCO and/or
any of its subsidiaries, except those employment and
consulting agreements in which early termination would be
considered to be a breach in the terms and conditions of said
contract and subject to penalty, copies of which will be
delivered by NISCO to NPS.
7. NISCO and any of its subsidiaries are not a party to or bound by
any agreement, lease or arrangement other than those executed in
the normal course of business, copies of which will be delivered by
NISCO to NPS; and NISCO and subsidiaries are not in default in any
material respect under the terms of any agreement, lease or
arrangement, such that the default may have a material adverse
effect on the assets, business, prospects, condition, financial or
otherwise, of NISCO.
8. To the best of its knowledge after due inquiry, there are not
pending or, to the knowledge of NISCO management, threatened, any
litigation, proceedings or investigations, which, if concluded
adversely to it, would in the aggregate, have a material adverse
effect on the assets, business, prospects or conditions, financial
or otherwise, of NISCO or it's Subsidiaries.
9. NISCO and the Subsidiaries have complied with all of the
requirements of the Securities Act of 1933 and the Securities
Exchange Act of 1934, and have made all filings required by said
Acts.
10. The foregoing representations and warranties shall survive the
reorganization and continue after the Effective Date thereof.
ARTICLE VI
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NPS represents and warrants as follows:
1. NPS is a Delaware corporation formed in January, 1997 and its
wholly owned (100%) Polcorp subsidiary was formed in January, 1998.
The results of operations for the periods ended Dec. 31, 1997 and
June 30th, 1998, are to be in conformity with generally accepted
accounting principles and fairly represent the financial position
of NPS at Dec. 31, 1997 and June 30th, 1998; In the case of
Polcorp, the consolidated financial results included
<PAGE>
therein are to be prepared in accordance with generally accepted
and/or internationally accepted accounting principles and fairly
represent the financial position of Polcorp and its subsidiaries.
As of June 30th, 1998, there has been no material adverse change in
the assets, business, properties, financial or otherwise of NPS
and/or its subsidiaries.
2. NPS and its wholly owned Polcorp subsidiary, and its' two wholly
owned subsidiaries Metrix Metal and Metrix Tools are duly
organized, validly existing and in good standing, respectively,
under the laws of Poland. Each of NPS and its subsidiaries, is duly
organized and in good standing to transact business in each
jurisdiction required by the nature of its business, or the
ownership of its property.
3. This Agreement and the transction described therein have been
duly authorized by the Board of Directors and the consummation of
this transaction will not violate any agreement to which NISCO is
a party.
4. NPS has good and merchantable title to all of its property and
assets reflected in the Balance Sheet referred to above (other than
property and assets disposed of in the ordinary course of business
since the date of such statement) and is free and clear of all
liens or encumbrances.
5. NPS, to the best of its knowledge after due inquiry, had no
liabilities, absolute, accrued, contingent or otherwise, which are
not reflected in the balance sheet or notes thereto at said date.
6. To the best of its knowledge after due inquiry, there are not
pending or, to the knowledge of NPS, threatened any litigation,
proceedings or investigations which, if concluded adversely to NPS
or its subsidiary, would in the aggregate have a material adverse
effect on the assets, business, prospects or condition, financial,
or otherwise, of NPS and/or its Polcorp subsidiary, and its two
subsidiaries Metrix Metal and Metrix Tools.
7.(a) All federal, state and local taxes and deficiencies thereon
for which NPS is liable have been paid or adequate provision has
been made for the payment thereof on the balance sheet of NPS as of
June 30, 1998.
(b) NPS and its Polcorp subsidiary, and its two subsidiaries Metrix
Metal and Metrix Tools, are not a party to,
(i) any pension, retirement, profit sharing, bonus or stock
option plan for its officers or employees, except as required
in the normal course of business.
(ii) any employment contract or agreement which is not
immediately terminable upon termination notice of NPS and/or
its Polcorp subsidiary, except those employment and consulting
agreements in which early termination would be
<PAGE>
considered to be a breach in the terms and conditions of said
contract and subject to penalty, copies of which will be
delivered by NPS to NISCO.
8. NPS and its Polcorp subsidiary, and its two subsidiaries Metrix
Metal and Metrix Tools are not a party to or bound by any
agreement, lease or arrangement other than those executed in the
normal course of business, copies of which will be delivered by NPS
to NISCO; and NPS and subsidiaries are not in default in any
material respect under the terms of any agreement, lease or
arrangement, such that the default may have a material adverse
effect on the assets, business, prospects, condition, financial or
otherwise, of NPS.
9. On or before October 31, 1998, unless agreed otherwise, NPS will
have available financial Statements as of, and for the periods Dec.
31, 1997 and June 30, 1998, which in all respects will meet
accounting standards and practices adopted by the Securities and
Exchange Commission, for public companies, the class and kind, as
NISCO.
10. Prior to the Effective Date of the Reorganization, NPS and its
wholly owned subsidiaries, will have in the aggregate a Net Worth
of US$500,000 or more.
ARTICLE VII
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Both parties to this Agreement acknowledge a shareholder loan on
the books of NISCO made by Max Jackson, an officer and director.
It is heretofore agreed as follows with respect to this indebteness
to Mr. Jackson:
i) That the value of the shareholder loan at the closing of this
transaction, as indicated in the financial records of NISCO will be
at or about US$100,000;
ii) That the parties to this Agreement understand and agree that
monies owed to Mr. Jackson are material in nature and are to be
repaid forthwith following completion of this transaction;
iii)$US25,000 will be paid on closing of this transaction with the
balance payable in three equal installments of $US 25,000, the
first due 45 days from the date of closing; the second due 90 days
from the date of closing; and the third installment will be paid 12
months from the date of closing;
iv) Immediately upon the Closing of the transaction, NPS will place
in an escrow account with its legal advisor, Mr. Sam Weiss, 800,000
shares of NISCO to be held as collateral up and until an amount of
US$75,000 is paid to Mr. Jackson on his shareholder loan; It is
agreed and understood that the aid 800,000 shares will be released
from escrow immediately upon payment of said US$75,000.
v) That failure to pay Mr. Jackson the aforesaid indebtedness
according to the terms so agreed, would constitute a serious breach
of the Reorganization Agreement which could result in remedial
action by Mr. Jackson against the Company;
vi) In the event of default due to the Company's failure to pay on
this indebtedness, Mr. Jackson would be eligible to claim penalty
interest on the outstanding balances equal to an annualized rate of
12%.
<PAGE>
ARTICLE VIII
------------
1. The foregoing representations and warranties shall survive the
Reorganization and continue after the Effective Date thereof. From
the date hereof to the Date of the Reorganization, NISCO and NPS
agree as follows:
a). To conduct their respective businesses in the ordinary course
and not to dispose of any of their respective assets, except in the
ordinary course of business.
b) Not to issue or sell any rights to, subscribe for, or grant any
options to purchase, any shares of their respective stock, except
i) for the 1:3 reverse split referenced in Article IV above.
ii) that NPS may issue its common voting shares as required to
raise a total of US$525,000 in investment funds.
c) Not to declare or set aside or pay any dividends or other
distribution in respect to their respective stocks, except as
previously declared in the ordinary course of business.
d) Not to increase the compensation payable to or become payable to
any officer or any employee or agent, except in the ordinary course
of business.
e) To give to the other party, at its expense, and for the work to
be performed by counsel, accountants and other representatives,
full access during normal business hours to their respective
properties, books, contracts, commitments and records, and to
furnish such information concerning their respective affairs as may
be reasonably requested by the other party.
Information obtained under this paragraph shall be treated with
confidence and shall be used only connection with the furtherance
of the purposes of this Agreement of Reorganization and not
otherwise.
f) Not to amend their respective Charters or Articles of
Incorporation, as the case may be, nor their respective By-Laws.
ARTICLE IX
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Each of the Constituent Corporations shall take, or cause to be
taken, all action or do or cause to be done, all things necessary,
proper or advisable under the laws of the State of Delaware to
consummate and make effective the reorganization, subject, however,
to an appropriate vote or consent of the stockholders of each of
the Constituent Corporations in accord with the requirements of the
applicable provisions of the State of Delaware.
<PAGE>
Other Provisions
Section 9.1 Survival of Representations and Warranties. The
representations and warranties set forth in Section 2.16 and
Section 2.23 shall survive for a period of five (5) years from and
after the Time of Closing. The representations set forth in
Section 2.10 shall survive for a period of time equal to the
statutory time period during which any taxing authority has the
right to make a claim for any tax deficiency. The representations
and warranties set forth in all other Sections shall survive for a
period of one (1) year from and after the Time of Closing. The
representations and warranties set forth in Section 2.2 and 2.4
shall survive the Time of Closing and the consummation of the
transactions consummation of the transactions contemplated by this
Agreement.
Section 9.2 Extension/Waiver. Either Shareholders of NISCO or NPS
may extend the time for or waive the performance f 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. Any such extension or waiver shall be in writing and
signed by the Shareholders or by any officer of NISCO or NPS. N
such waiver shall operate or be construed as a waiver of any
subsequent act or omission of the parties hereto.
Section 9.3 Notices. All notices, requests, demands or other
communications required or permitted under this Agreement shall be
sent by certified mail, return receipt requested, to the parties
hereto at their respective addresses set forth below, and notice
shall be deemed given as of the date the notice is posted:
On behalf of NISCO
National Industrial Security Corporation
225 E. Kirkham
St. Louis, MO
63119
On behalf of NPS
Naidger Power Systems
812 Proctor Avenue
Ogdensburg, NY
13669
Copy to:
Samuel G. Weiss
30 Main Street
Port Washington, New York
11050
<PAGE>
Any party may change its address, telecopier number or agent for
service of process by notice given to the other party in accordance
with the terms of this provision.
Section 9.4 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
applicable in the case of contracts made and to be performed in
such state.
Section 9.5 Binding Effect. This Agreement shall inure to the
benefit of, and be binding on and enforceable against the heirs,
legal representatives and assigns of the Shareholders and the
successors and assigns of Allied.
Section 9.6 Entire Agreement. This Agreement (including the
Exhibits hereto) and the documents and schedules delivered pursuant
hereto constitute the entire Agreement and understanding between
the parties, and supersede any prior agreement and understanding
relating to the subject matter hereof. This Agreement may be
modified or amended only by a written instrument executed by al
parties hereto.
Section 9.7 Severability of Provisions. If at any time subsequent
to the date hereof, any provision of this Agreement shall be held
by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and effect, but
the illegality or unenforceability of such provision shall have no
effect on and shall not impair the enforceability of any other
provision of this Agreement.
Section 9.8 Execution in 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.
Section 9.9 Headings. The subject headings of the paragraphs and
sections of this Agreement are included for purposes of convenience
only and shall not affect the construction or interpretation of any
of its provisions.
Section 9.10 Limitation on Rights to Parties. Noting 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
successors, legal representatives 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 persons any rights of
subrogation or action over or against any party to this Agreement.
Section 9.11 Description of Terms. As used in this Agreement, the
term Shareholders refers to the undersigned identified as
"Shareholders", jointly and severally, unless the context otherwise
requires, and as used in this Agreement the term "Companies" shall
include all predecessors to Companies or business acquired by or
merged into Companies.
<PAGE>
ARTICLE X
---------
Anything herein or elsewhere to the contrary notwithstanding, this
Reorganization Agreement may be abandoned by action of the Board of
Directors of either (1) NISCO, or (2) NPS at any time prior to the
Effective Date of the Reorganization, whether before or after
receiving approval of their respective stockholders, upon the
happening of any one of the following events:
1. Prior to the effective date, if the reorganization fails to
obtain the requisite approval of both the majority shareholders of
NISCO or of stockholders of NPS;
the Board of Directors will use its best efforts to obtain such
approval.
2. Prior to Oct. 15, 1998, if, in the judgement of the Board of
Directors of NISCO or NPS, based upon their respective due
diligence investigations, a reorganization would be impracticable.
3. If NPS fails to deliver its audited consolidated financial
statements determined in accordance with generally accepted
accounting principles for year ending December 31, 1997, and the
unaudited financial Statements for the six months ended June 30th,
1998, on or before October 31, 1998. (If NPS fails to deliver such
financial statements on time, then NISCO agrees to extend the
period an additional two (2) months, or as agreed by both
constituent parties in writing.
4. If any agreement of either of the Constituent Corporations
namely, NISCO and NPS ( including the Polcorp subsidiary and its
subsidiaries ) shall have been breached in any material respect or
any representation of any such Constituent Corporation shall be
incorrect in any material respect.
5. Failure by NPS and/or NISCO after a good faith effort to receive
a necessary legal opinion with respect to any and all material
requirements of a Corporate and SEC nature related to this
Reorganization Agreement, and the proper satisfaction by NPS and
NISCO of such requirements.
ARTICLE XI
----------
The Effective Date of the Reorganization shall be the date of
closing of the transaction on or about October 31, 1998.
ARTICLE XII
-----------
This Reorganization Agreement 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 which shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
<PAGE>
ARTICLE XII
-----------
This Reorganization Agreement 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 which shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto, pursuant to authority given
by their respective Boards of Directors, have caused this Agreement
of Merger to be entered into and signed by their respective
Presidents and their corporate seals to be hereunto affixed, and to
be attested by their respective secretaries or assistant
secretaries, all as of the date and year first above written.
NATIONAL INDUSTRIAL SECURITY CORPORATION
s/Max Jackson
_______________________________
signature date
attest: s/Karen L. Bodine
_______________________
secretary
NAIDGER POWER SYSTEMS, INC.
and subsidiaries
s/Michael Wexler Sept 16, 1998
________________________________
signature date
attest: s/David Godfrey
________________________
secretary
