SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities Act
of 1934.
Date of Report (Date of earliest event reported):
DECEMBER 28, 1998
BUFFALO CAPITAL VI, LTD.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-23869
COLORADO 84-1434320
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
5001 East Spring Valley Road, Suite 800
Dallas, Texas 7524419
__________________________________________
Address of principal executive offices
Registrant's telephone number: (805)295-8200
7331 S. Meadow Court,
Boulder, CO 80301
________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On December 28, 1998, a change in control of the registrant
occurred. On that date, the officers, directors and principal
shareholders of the Company, including Grant W. Peck, Dean F.
Sessions, Gary S. Joiner and Mark DiSalvo, along with several other
shareholders, sold a total of 4,480,250 shares to a group of purchasers
pursuant to the terms of a Stock Purchase Agreement. The shares
which were sold constituted approximately 96.98% of the issued and
outstanding stock of the registrant as of December 28, 1998, and the
total purchase price for such shares was $135,000, which was paid in
cash at closing. The consideration used for purchase of the shares
was cash of the purchasers.
The purchasers consisted of a group of persons who acted both
on their own behalf and as agents for certain other parties. Following
closing under the Stock Purchase Agreement, the principal
shareholders of the registrant (i.e. persons owning 5% or more of the
issued and outstanding stock) were as follows:
<TABLE>
<CAPTION>
Name and Number of Percent
Address Shares of Class
<S> <C> <C>
E-Com Investments, L.L.C.
Suite 800, East Tower
5001 Spring Valley Road
Dallas, TX 75255 3,484,250 75.42%
Futurenet, Inc.
26840 Avenue Stanford
Valencia, CA 91355 460,000 9.96%
</TABLE>
In conjunction with the change in ownership of a controlling
interest in the stock of the registrant, the previous officers and
directors of the registrant resigned and appointed new officers and
directors designated by the purchasers. The newly appointed officers
and directors are:
<TABLE>
<CAPTION>
Name Position
<S> <C>
Gina Setlin-Fard President, Secretary
& Director
Anthony Zuniga Vice President, Treasurer
& Director
Laurent Masliah Director
</TABLE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit (2) - Stock Purchase Agreement.
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.
BUFFALO CAPITAL VI, LTD.
(Registrant)
April 30, 1999 /s/ _________________
(Date) (Signature)*
Gina Setlin-Fard,President
*Print name and title of signing officer under signature.
<PAGE>
Exhibit (2) - STOCK PURCHASE AGREEMENT
Agreement made and entered into as of December 28, 1998, to
be effective as of December 1, 1998, among Alan J. Setlin, as Agent,
having an address at 28460 Avenue Stanford, Valencia, California
91355, and Donald Saunders, as Agent, having an address at 32251
Peppertree Bend, San Juan Capistrano, California 92675, or their
assignees (hereinafter collectively referred to as the "Buyers"), Grant
W. Peck, as Agent, having an address at 7331 S. Meadow Court,
Boulder, Colorado 80301 (hereinafter referred to as the "Agent"), and
Buffalo Capital VI, Ltd., a Colorado corporation, having an address
at 7331 S. Meadow Court, Boulder, Colorado 80301 (hereinafter
referred to as the "Company").
This Agreement sets forth the terms and conditions upon which
the Agent, for and on behalf of the individual shareholders of the
Company listed on Exhibit A and Exhibit B (the "Selling
Shareholders"), is today selling to the Buyers, and the Buyers are
today purchasing 4,480,250 shares of the issued and outstanding
common stock of the Company, representing approximately 96.98%
thereof (hereinafter referred to as the "Shares"). Exhibit A lists the
portion of the Shares (a total of 3,991,250 of the Shares) being
purchased by Alan J. Setlin, as Agent, and Exhibit B lists the portion
of the Shares (a total of 489,000 of the Shares) being purchased by
Donald Saunders, as Agent.
In Consideration of the mutual agreements contained herein,
the parties hereby agree as follows:
I. SALE OF THE SHARES
1.01 Shares being Sold. Subject to the terms and
conditions of this Agreement, the Agent is selling, assigning and
delivering the Shares to the Buyers at the closing provided for in
Section 1.03 hereof (the "Closing"), free and clear of all liens,
charges, or encumbrances of whatsoever nature.
1.02 Consideration. A total of $150,000 shall be due
and payable under the terms of this Agreement, including a total of
$135,000 (which is equal to approximately $0.03089 per share) for
purchase of the Shares and $15,000 as reimbursement to the Selling
Shareholders and the Company for legal fees and other expenses. The
sum of $25,000 shall be paid as an earnest money deposit upon
execution of this Agreement, of which $15,000 (representing the
amount payable to the Company and to the Agent on behalf of the
Selling Shareholders as reimbursement for expenses) shall be non-
refundable, and $10,000 of which shall be non-refundable in the event
that the Agent fully performs under this Agreement and Buyer fails to
close the transaction. The balance of $125,000 shall be paid at the
Closing, in certified funds, official bank check or wired funds.
1.03 Closing. The Closing of the transactions
provided for in Section 1.04 and 1.05 shall take place at 4750 Table
Mesa Drive, Boulder, Colorado 80303 at 10:00 A.M. on December
28, 1998, or at such other date and time as the parties may mutually
agree in writing.
1.04 Delivery by the Agent. At the Closing, the
Agent shall deliver to the Buyers (i) certificates representing the
Shares, endorsed in blank and otherwise in form acceptable for
transfer on the books of the Company, with all necessary transfer tax
stamps attached, and (ii) all contracts, books and records of the
Company not previously delivered.
1.05 Delivery by the Buyer. At the Closing the
Buyers shall deliver to the Agent the balance of the payment provided
for in Section 1.02 hereof.
II. RELATED TRANSACTIONS.
2.01 Finder. Agent and Buyers acknowledge that
there were no finders with respect to the transaction contemplated
herein.
2.02 Expenses of the Transaction. As specified in
Section 1.02 hereof, Buyers shall reimburse the Company and the
Agent on behalf of the Selling Shareholders for legal fees and other
expenses incurred in completing the transaction described herein, in
the amount of Fifteen Thousand Dollars ($15,000), as a condition
precedent to completion of the transaction. Except as specifically
provided for herein, each party is responsible for paying all expenses
of the transaction incurred by it, including but not limited to filing
fees, legal fees, accounting fees, printing expenses, certificate
engraving fees and transfer agent fees.
2.03 Resignations. At the Closing, all of the current
directors and officers of the Company shall deliver their resignations
after having elected all designees of the Buyers.
2.04 Cancellation of Outstanding Warrants. At
or prior to Closing, the Company shall have taken any and all steps
which may be necessary or appropriate in order to cancel all
previously issued and outstanding Class A and Class B Warrants.
2.05 Standstill Agreements. The Company shall
have received an executed Standstill Agreement, substantially in the
form attached hereto as Exhibit C, from current shareholders of the
Company holding not less than 204,000 shares of common stock in
the Company immediately following completion of the transaction.
2.06 Purpose of Transaction. Buyers are purchasing
the Shares in anticipation of the completion of a business combination
transaction between the Company and one of several merger or
acquisition candidates. Accordingly, as soon as reasonably practical
(estimated to be no more than 120 days) after the Closing, a business
combination transaction shall be completed pursuant to which the
Company shall attempt to either acquire all of the issued and
outstanding stock, or certain assets of, such a merger or acquisition
candidate. Although Buyers have several candidates which it believes
are suitable to close such a business combination transaction, there
can be no assurance that such a transaction will be consummated at
all. Following completion of the business combination transaction,
the Company, either directly or through its a wholly-owned
subsidiary, will then have a total of not more than 10,000,000 shares
of common stock issued and outstanding.
III. REPRESENTATIONS AND WARRANTIES BY THE AGENT.
The Agent hereby represents and warrants for and on behalf of
the Selling Shareholders as follows:
3.01 Organization, Capitalization, etc.
(a) The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of Colorado, and is qualified in no other state.
(b) The authorized capital stock of the
Company consists of 100,000,000 shares of common stock of which
4,620,000 shares are validly issued and outstanding, fully paid and
non-assessable, and 10,000,000 shares of preferred stock, of which no
shares are issued and outstanding. All of the shares owned by the
Selling Shareholders are owned free and clear of any liens, claims,
options, charges, or encumbrances of whatsoever nature. The Agent
has the unqualified right to sell, assign, and deliver the Shares for and
on behalf of the Selling Shareholders, and, upon consummation of the
transactions contemplated by this Agreement, the Buyers will acquire
good and valid title to the Shares, free and clear of all liens, claims,
options, charges, and encumbrances of whatsoever nature. There are
no outstanding options or other agreements of any nature whatsoever
relating to the issuance by the Company of any shares of its capital
stock.
(c) The Shareholder list dated July 28, 1998,
which is attached hereto as Exhibit C, was prepared by Corporate
Stock Transfer, Inc., the Transfer Agent of the Company, and is a
true and correct copy of the current list of shareholders of the
Company as of the date of execution of this Agreement and accurately
reflects which of the presently issued and outstanding shares of
common stock of the Company constitute free trading shares and
which constitute restricted securities, as that term is defined in Rule
144 under the Securities Act of 1933.
(d) The request, filed with NASD Regulation
by J. Alexander Securities, Inc., pursuant to NASD Rule 6740 and
Rule 15c2-11 under the Securities Exchange Act of 1934, for
clearance for unpriced quotations of the Company's common stock on
the OTC Bulletin Board, was approved on October 16, 1998, and the
Company's common stock is currently approved to trade on the OTC
Bulletin Board under the symbol "BUFJ."
3.02 Authority; No Violation. The execution and
delivery of this Agreement by the Company and by the Agent on
behalf of the Selling Shareholders, and the consummation by them of
the transactions contemplated hereby have been duly authorized.
Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will constitute
a violation or default under any term or provision of the Certificate of
Incorporation or bylaws of the Company, or of any contract,
commitment, indenture, other agreement or restriction of any kind or
character to which the Company or any of the Selling Shareholders is
a party or by which the Company or any of the Selling Shareholders
is bound.
3.03 Financial Statements. The Agent has delivered
to the Buyers audited financial statements of the Company for the
period ending December 31, 1997, as well as unaudited condensed
financial statements as of and for the periods ending June 30 and
September 30, 1998. Such financial statements are true and correct,
and a fair and accurate presentation of the financial condition and
assets and liabilities (whether accrued, absolute, contingent, or
otherwise) of the Company as of the date thereof. The audited
financial statements were prepared in accordance with generally
accepted principals of accounting applied on a consistent basis, and
the unaudited condensed financial statements contain all adjustments
(consisting of normal recurring items) which are, in the opinion of
Company, necessary for a fair representation of the interim period
presented. The Company, prior to the Closing, may transfer any and
all current assets reflected on the books of the Company at September
30, 1998.
3.04 Tax Returns. The Company has duly filed all
tax reports and returns required to be filed by it and has fully paid all
taxes and other charges claimed to be due from it by federal, state, or
local taxing authorities (including without limitation those due in
respect of its properties, income, franchises, licenses, sales, and
payrolls); there are no liens upon any of the Company's property or
assets; there are not now any pending questions relating to, or claims
asserted for, taxes or assessments asserted against the Company.
3.05 Undisclosed Liabilities. Except to the extent
listed in Schedule 3.05 attached hereto, or reflected or reserved
against in the September 30, 1998, balance sheet of the Company
provided to the Buyers pursuant to Section 3.03 hereof, the Company,
as of the date hereof, had no liabilities or obligations of any nature,
whether absolute, accrued, contingent, or otherwise and whether due
or to become due. Further, the Agent does not know or have any
reasonable ground to know of any basis for the assertion against the
Company of any liability or obligation of any nature or in any amount
not fully reflected or reserved against in the September 30, 1998,
balance sheet or Schedule 3.05 attached hereto.
3.06 Absence of Certain Changes. The Company
has not since September 30, 1998, and as of the Closing will not
have:
(a) Suffered any material adverse change in
financial condition, assets, liabilities, business, or prospects;
(b) Incurred any additional obligations or
liabilities (whether absolute, accrued, contingent, or otherwise) which
it either has not previously satisfied or will not satisfy at or before
Closing;
(c) Paid any claim or discharged or satisfied
any lien or encumbrance or paid or satisfied any liability (whether
absolute, accrued, contingent, or otherwise) other than liabilities
shown or reflected in the Company's September 30, 1998 balance
sheet or liabilities incurred since September 30, 1998, and listed on
Schedule 3.05 hereto;
(d) Declared, paid, or set aside for payment
to its stockholders any dividend or other distribution in respect of its
capital stock or redeemed or purchased or otherwise acquired any of
its capital stock or any options relating thereto or agreed to take any
such action; or
(e) Made any material change in any method
of accounting or accounting practice.
3.07 Litigation. There are no actions, proceedings,
or investigations pending or, to the knowledge of the Company or the
Agent, threatened against the Company, and neither the Company nor
the Agent know or have any reason to know of any basis for any such
action, proceedings, or investigation. There is no event or condition
of any kind or character pertaining to the business, assets, or
prospects of the Company that may materially and adversely affect
such business, assets or prospects.
3.08 Disclosure. The Agent has disclosed to the
Buyers all facts material to the assets, prospects, and business of the
Company. No representation or warranty by the Agent contained in
this Agreement, and no statement contained in any instrument, list,
certificate, or writing furnished to the Buyers pursuant to the
provisions hereof or in connection with the transaction contemplated
hereby, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained herein or therein not misleading or necessary in order to
provide a prospective purchaser of the business of the Company with
proper information as to the Company and its affairs.
3.09 SEC Filings. The Company has filed on a
timely basis all reports required to be filed with the Securities and
Exchange Commission.
IV. REPRESENTATIONS AND WARRANTIES BY THE BUYER.
The Buyers hereby represent and warrant as follows:
4.01 Authority; No Violation. The execution and
delivery of this Agreement by the Buyers, as agent for the ultimate
purchasers, and the consummation by the Buyers of the transactions
contemplated hereby, as agent for the ultimate purchasers, have been
duly authorized. Neither the execution nor the delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will constitute a violation of Colorado or California law, or
the law of any other state.
4.02 Representations Regarding the Acquisition of
the Shares.
(a) THE UNDERSIGNED BUYERS
UNDERSTAND THAT THE SHARES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES AGENCIES;
(b) The Buyers understand the speculative
nature and risks of investments associated with the Company and
confirm on behalf of the ultimate purchasers, by execution of this
Agreement, that the Shares are suitable and consistent with the
investment program of the ultimate purchasers and that the financial
position of the ultimate purchasers enables them to bear the risk of the
investment, and that there may not be any public market for the
Shares purchased herein;
(c) Neither the Company, the Agent, nor the
Selling Shareholders is under an obligation to register or seek an
exemption under any federal and/or state securities acts for any sale
or transfer of the Shares by the Buyers or the ultimate purchasers
subsequent to the completion of the transaction described herein, and
Buyers are solely responsible for determining the status, in their
hands, of the shares acquired in the transaction and the availability, if
required, of exemptions from registration for purposes of sale or
transfer of the Shares;
(d) The Buyers have had the opportunity to
ask questions of the Company and the Agent and receive additional
information from the Company and the Agent to the extent that the
Company and the Agent possessed such information, or could acquire
it without unreasonable effort or expense necessary to evaluate the
merits and risks of any investment in the Company. Further, the
Buyers have been given: (1) All material books and records of the
Company; (2) all material contracts and documents relating to the
proposed transaction; (3) all filings made with the SEC; and, (4) an
opportunity to question the Agent and the appropriate executive
officers of the Company.
V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
5.01 Survival of Representations. All
representations, warranties, and agreements made by any party in this
Agreement or pursuant hereto shall survive the execution and delivery
hereof and any investigation at any time made by or on behalf of any
party.
5.02 Indemnification by Agent. The Agent hereby
agrees to indemnify the Buyers and hold them harmless from and in
respect of any assessment, loss, damage, liability, cost, and expense
(including, without limitation, interest, penalties, and reasonable
attorneys' fees), imposed upon or incurred by the Buyers resulting
from a breach of any agreement, representation, or warranty of the
Agent by or on behalf of the Selling Shareholders, including, but not
limited to, any undisclosed liabilities or obligations of the Company,
whether known by Agent or not, as described in Section 3.05 of this
Agreement. Assertion by the Buyers of their right to indemnification
under this Section 5.02 shall not preclude the assertion by the Buyers
of any other rights or the seeking of any other remedies against the
Agent.
5.03 Indemnification by Buyers. The Buyers agree
to indemnify the Agent, the Selling Shareholders and the Company,
and hold them harmless from and in respect of any assessment, loss,
damage, liability, cost, and expense (including, without limitation,
interest, penalties, and reasonable attorneys' fees), imposed upon or
incurred by the Agent, the Selling Shareholders or the Company
resulting from a breach of any agreement, representation, or warranty
of the Buyers contained herein.
VI. ADDITIONAL CONDITIONS TO CLOSING
6.01 Obligation of Buyers to Close. Buyers shall not
be obligated to close this transaction unless:
(a) Buyers are satisfied with the condition of
the Company following a due diligence review of the books, records,
business and affairs of the Company. The Company agrees to provide
Buyers and their agents complete access to all of the Company's
books, records and personnel for purposes of enabling Buyers to
conduct their investigation.
(b) There are no material liabilities on the
books of the Company, other than as disclosed in the Company's
financial statements for September 30, 1998, or Schedule 3.05 hereto,
and there are no undisclosed or contingent liabilities.
(c) There have been no changes in the
Company's business or capitalization between the date of signing this
Agreement and the date of Closing, other than as required herein.
(d) The Company has completed and filed all
documentation, reports, schedules and other information necessary to
bring the Company into compliance with the rules and regulations of
the Securities and Exchange Commission under the Securities
Exchange Act of 1934, including, but not limited to, a notice to
shareholders regarding the proposed change in directors as required
by Rule 14f-1.
(e) The current officers and directors of the
Company shall have tendered their resignations effective as of the date
of Closing, and the current directors shall have appointed persons
designated by Buyers as successor members of the Board of Directors
to fill the vacancies created by the resignation of the current directors.
(f) The Company has obtained executed
Standstill Agreements substantially in the form attached hereto as
Exhibit D from current shareholders of the Company owning not less
than 204,000 shares of the Company's common stock following
completion of the stock purchase transaction described herein.
6.02 Agent's Obligation to Close. Agent shall not
be obligated to close this transaction unless:
(a) Following a due diligence review of the
books, records, business and affairs of the Buyers and their proposed
business plan, Agent is satisfied with the condition of the Buyers and
of their plan for completion of a business combination transaction
involving the Company in accordance with Section 2.05 hereof.
(b) The Buyers shall have cooperated with
the Company and provided any and all information which the
Company deems necessary or appropriate for purposes of preparation
and filing of the notice to shareholders required by Rule 14f-1 under
the Securities Exchange Act of 1934.
VII. MISCELLANEOUS
7.01 Expenses. Except to the extent described in
Section 1.02 hereof, each of the parties shall bear its own expenses
incurred in conjunction with the Closing hereunder.
7.02 Further Assurances. From time to time, at the
request of the Buyers and without further consideration, the Agent,
shall execute and transfer such documents and take such action as the
Buyers may reasonably request in order to effectively consummate the
transactions herein contemplated.
7.03 Parties in Interest. All the terms and provisions
of this Agreement shall be binding upon, shall inure to the benefit of,
and shall be enforceable by the heirs, beneficiaries, representatives,
successors, and assigns of the parties hereto.
7.04 Prior Agreements; Amendments. This
Agreement supersedes all prior agreements and understandings
between the parties with respect to the subject matter hereof. This
Agreement may be amended only by a written instrument duly
executed by the parties hereto or their respective successors or
assigns.
7.05 Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretations of this
Agreement.
7.06 Confidentiality. Each party hereby agrees that
all information provided by the other party and identified as
"confidential" will be treated as such, and the receiving party shall not
make any use of such information other than with respect to this
Agreement. If the Agreement shall be terminated, each party shall
return to the other all such confidential information in their
possession, or will certify to the other party that all of such
confidential information that has not been returned has been
destroyed.
7.07 Notices. All notices, requests, demands, and
other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered or mailed (registered or
certified mail, postage prepaid, return receipt requested) as follows:
If to the Agent:
Grant W. Peck
7331 S. Meadow Court
Boulder, Colorado 80301
If to the Buyers:
c/o Thomas K. Russell
30 Sembrado
Rancho Santa Margarita, CA 92688-92714
7.08 Agent. The Agent shall have full authority to
execute all documents and receive funds on behalf of the Selling
Shareholders, and the Selling Shareholders have each authorized
Agent to act on their behalf in connection with the disbursement of
the monies set forth above and direct the Buyer to issue its check and
deliver said funds to Agent.
7.09 Effect. In the event any portion of this
Agreement is deemed to be null and void under any state or federal
law, all other portions and provisions not deemed void or voidable
shall be given full force and effect.
7.10 Counterparts. This Agreement may be
executed simultaneously in several counterparts, each of which shall
be deemed an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, this Agreement has been
duly executed and delivered by the Agent, the Buyers and the
Company on the date first above written to be effective as of
December 1, 1998.
BUYERS: AGENT:
___________________ ________________
Alan J. Setlin Grant W. Peck
_______________________________ COMPANY:
Donald Saunders Buffalo Capital VI, Ltd.
By: _________________
Grant W. Peck, President
<PAGE>
EXHIBIT A
TO
STOCK PURCHASE AGREEMENT
Dated December 28, 1998
<TABLE>
<CAPTION>
Name of Selling Number of Restricted
Shareholder Shares Sold
<S> <C>
Bergen, Lori 600<F1>
Bergen, Bobbette 600<F1>
Bergen, Gary David 600<F1>
Bergen, Harold R. 600<F1>
Bergen, John 600<F1>
Brown, Michelle L. 600<F1>
Burke, John 600<F1>
Cooper, Henry C. III 300<F1>
Deitler, Scott 300<F1>
Frascona, Oliver E. 600<F1>
Goodman, Jonathan A. 600<F1>
Greenstein, Gregg A. 600<F1>
Herrera, Judy 600<F1>
Jackson, Frank 37,500
Joiner, Gary 1,282,850
Joiner, Karen M. 600<F1>
Joiner, Karen M. as custodian for
Matthew C. Joiner 600<F1>
Joiner, Karen M. as custodian for
Scott B. Joiner 600<F1>
Joiner, Karen M. as custodian for
Kaila M. Joiner 600<F1>
Joiner, Karen M. as custodian for
Alicia M. Joiner 600<F1>
Lauffenburger, Jerome P. 600<F1>
Laurentz, Mitzi Logan 600<F1>
Logan, Darrell 600<F1>
Lorang, Barbara and Michael 600<F1>
Pante, Dana A. 600<F1>
Peck, Dee - Dee as Custodian,
UTMA for Christopher Peck 600<F1>
Peck, Dee - Dee as Custodian,
UTMA for Julianna Peck 600<F1>
Peck, Dee - Dee as Custodian,
UTMA for Micheal Peck 600<F1>
Peck, Grant W. 1,282,050
Peck, Ryan 600<F1>
Peck, Scott 600<F1>
Peddie, Richard Byron 600<F1>
Post, Cheryl Logan 600<F1>
Price, Roger A. 600<F1>
Sessions, Donald L. 600<F1>
Sessions, Donald L., Jr. 600<F1>
Sessions, Dean F. 1,282,850
Sessions, Lois R. 600<F1>
Sessions, Patsy 600<F1>
Sessions, Robert K. 600<F1>
Sessions, Tanna J. 600<F1>
Snyder, Jan 600<F1>
Snyder, Harold 600<F1>
Stearns, John 37,500
Stearns, Martha 600<F1>
Stearns, Richard 37,500
Stengel, Dennis 600<F1>
<FN>
<F1>These shareholders were not part of the initial transaction, and
originally owned 32,000 shares. When the deal was renegotiated so
that the number of shares retained by the initial shareholders was
reduced from 250,000 to 134,750, we agreed to reduce the
shareholdings of these people from 32,000 to 8,000. Substantially all
of the certificates have been collected, although they were never sent
to Tom Russell.
</FN>
/TABLE
<PAGE>
EXHIBIT B
TO
STOCK PURCHASE AGREEMENT
Dated December 28, 1998
<TABLE>
<CAPTION>
Name of Selling Number of Free Trading
Shareholder Shares Sold
<S> <C>
Belinski, Allen 1,000
Bergen, Bobbette 250
Bergen, Gary Jr. 250
Bergen, John 250
Boschert, David 1,000
Burke, Jon 1,000
DiSalvo, Mark 407,000
Frascona, Oliver 34,500
Garza, Luis 1,000
Goodman, Jon 24,000
Greenstein, Gregg 16,500
Hess, George 500
Hirscht, Vladimir 1,000
Jackson, Frank 750
Lewis, Scott 750
Price, Roger 1,000
Schneider, Martin 1,000
Snyder, Harold 250
Stearns, Richard 750
Stearns, John 750
Stengel, Dennis 1,000
Troyer, Dave 500
Vasquez, Allen 1,000
</TABLE>
<PAGE>
EXHIBIT C
TO
STOCK PURCHASE AGREEMENT
Dated December 28, 1998
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (the "Agreement") is
made and entered into this 28th day of December, 1998, by and
among Buffalo Capital VI, Ltd., a Colorado corporation (the
"Company"), ____________________ ("Shareholder"), and Alan J.
Setlin ("Purchaser").
WHEREAS, certain selling shareholders of the Company have
entered into a Stock Purchase Agreement dated on or about December
9, 1998, (to which this form of Agreement is attached as an Exhibit),
pursuant to which the selling shareholders have agreed to sell a total
of 4,370,000 shares of the Company's issued and outstanding stock to
Purchaser or its assigns; and
WHEREAS, Purchaser or its assigns are purchasing shares of
the Company from the Shareholder and from certain other
shareholders of the Company under the terms of the Stock Purchase
Agreement in anticipation of the completion of a merger or acquisition
transaction between the Company, 6PC's and a Mac and Premier
Ecom, Inc.; and
WHEREAS, following closing under the Stock Purchase
Agreement, Shareholder shall be the owner of _______ shares of the
Company's issued and outstanding common stock (the "Shares"); and
WHEREAS, as a condition precedent to closing under the
Stock Purchase Agreement, Purchaser has required Shareholder and
certain other shareholders of the Company to agree to certain
restrictions on the public resale of their remaining shares for a period
of time and the Shareholder has agreed to accept the resale restrictions
proposed by Purchaser.
NOW THEREFORE, in consideration of the foregoing, and in
consideration of the mutual covenants and promises hereinafter set
forth, it is agreed as follows:
1. No Sales of Shares Prior to June 30, 1999.
Shareholder hereby agrees that prior to June 30, 1999, none of the
Shares may be sold or transferred in any transaction other than a
"private placement" transaction, following which the Shares are
"restricted securities" in the hands of the purchaser or transferee
thereof. Shareholder further acknowledges and agrees that any such
purchaser or transferee of the Shares shall take the Shares subject to
the terms of this Agreement.
2. Legend on Share Certificate. Shareholder hereby (i)
agrees to the placement of a legend on the face of all certificates
representing the Shares that states: "The Shares represented by this
certificate are subject to restrictions on transferability prior to June
30, 2000, to the extent set forth in a Standstill Agreement dated
December 28, 1998;" and (ii) authorizes the Company and any stock
transfer agent of the Company to refuse to process any transfer in
violation of this Agreement and to place a legend comparable to the
legend specified above on any new or replacement certificates
representing any of the Shares.
3. Limitations on Sales After June 30, 1999. During
each calendar month beginning with the month of July, 1999, and
continuing through and including the month of June, 2000,
Shareholder shall be permitted, but shall not be required, to effect a
public sale or distribution of a minimum of not less than _______
Shares (representing one-twelfth of the total number of Shares subject
to the terms of this Standstill Agreement), free and clear of any
restrictions imposed hereby. The maximum number of Shares which
the Shareholder shall be permitted to publicly sell or distribute in any
calendar month during the period from July 1, 1999, through and
including June 30, 2000, shall be a cumulative total determined by
multiplying the minimum number of Shares available for resale during
each calendar month, as specified herein, by the total number of full
months, or portions thereof, which have elapsed since July 1, 1999,
and subtracting therefrom, the total number of Shares previously sold
by the Shareholder in accordance with the provisions of this paragraph
3. No resale restrictions other than those imposed by Rule 144 under
the Securities Act of 1933, if any, shall be applicable to any public
sale or distribution of Shares by the Shareholder at any time on or
after June 30, 2000.
4. No Restriction on Private Sales. Nothing contained
herein shall restrict Shareholder from making a private sale or transfer
of all or any portion of the Shares at any time after the date of
execution of this Standstill Agreement, provided that the Shares do
not become freely saleable by the Shareholder's transferees, or any
subsequent transferees, as a result of such transaction, and provided
further, that such transferees take the Shares subject to the terms of
this Standstill Agreement and execute and deliver to the Company and
to Purchaser an agreement to be bound by all of the provisions of this
Standstill Agreement to the same extent as the Shareholder.
5. Binding Effect. This Agreement shall be binding on
the parties hereto, their respective successors and representatives.
6. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties have signed this
Agreement the day and year first above written.
Shareholder: Purchaser:
__________________________ __________________________
Alan J. Setlin
The Company
Buffalo Capital VI, Ltd.
By:___________________________
