SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Harbor Town Holding Group I, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
411561 10 3
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(CUSIP Number)
Frankie S. Winsett
2608 Oakwood Dr.
Largo, Florida 33771
(813) 519-9701
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 12, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Section
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes.)
<PAGE>
CUSIP No. 411561 10 3
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1) Names of Reporting Persons I.R.S. Identification Nos. of
Above Persons (entities only):
Chameleon Holdings, Inc., a Florida corporation
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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3) SEC Use Only
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4) Sources of Funds (See Instructions): WC/OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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6) Citizenship or Place of Organization: U.S.
Number of (7) Sole Voting Power: 17,631,250
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 17,631,250
ing Person
With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 17,631,250
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
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13) Percent of Class Represented by Amount in Row (11):
87.3%
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14) Type of Reporting Person (See Instructions): CO
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, no par value
("Common Stock") of Harbor Town Holding Group I, Inc. (the
"Issuer"). The principal executive offices of the Issuer are
presently located at 2608 Oakwood Dr., Largo, Florida 33771.
Item 2. Identity and Background
This statement is filed by Chameleon Holdings, Inc.
("Chameleon"), a Florida corporation. Mr. Frankie S. Winsett is
a director, president and controlling shareholder of Chameleon, a
newly formed privately held communications acquisition
corporation engaging in the acquisition of communication and
entertainment entities. Mr. Winsett's principal occupation is
that of a communications consultant. Mr. Winsett's business
address is 2608 Oakwood Dr., Largo, Florida 33771. This address
is also Chameleon's principal office and business address.
Neither Frankie S. Winsett nor Chameleon, during the last five
(5) years has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Neither Frankie S. Winsett nor Chameleon, during the last five
(5) years, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgement, decree or
final order enjoining final violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
Frankie S. Winsett is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On October 8, 1998, Chameleon entered into an agreement of
merger with Wheeler Group II, Inc. ("Wheeler"), a privately held
business consulting and holding corporation which held 17,631,250
shares of the Issuer's Common Stock. The effective date of the
merger was October 12, 1998, the date of filing of the articles
of merger with the State of Florida. Upon consummation of the
merger, Wheeler disappeared and Chameleon was the surviving
corporation. Chameleon received 17,631,250 shares of Common Stock
of the Issuer as a result of the merger. The merger
consideration paid by Chameleon consisted of (i) $25,000 cash;
and (ii) an $85,000 secured promissory note made to Wheeler's
shareholders Escrow Agent. The collateral securing the promissory
note was pledged by James Kotsaftis, a third party individual.
The source of the cash was from Chameleon's working capital.
<PAGE>
Item 4. Purpose of Transaction
The purpose of the transaction was to grant control of the
Issuer to Chameleon.
Both Mr. Winsett and Chameleon reserve the right to actively
pursue various proposals which could relate to or would result
in:
a. The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
c. A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
d. Any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the Issuer;
f. Any other material change in the Issuer's business or
corporate structure;
g. Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
i. A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act;
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of October 12, 1998, the aggregate number and percentage of
class of securities identified pursuant to Item 1 beneficially
owned by each person named in Item 2 may be found in rows 11 and
13 of the cover pages.
The powers of the Reporting person identified in the preceding
paragraph has relative to the shares discussed herein may be
found in rows 7 through 10 of the cover pages.
No transactions in the class of securities reported on were
effected by any of the persons named in Item 5(a) during the past
60 days.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to the Securities of the Issuer.
Except as set forth elsewhere in this Schedule 13D, there are
no contracts, arrangements, understandings or relationships among
the Persons named in Item 2 and between such persons and any
other person with respect to any securities of the Issuer,
including but not limited to the transfer of voting of any
securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
A. Promissory Note dated October 8, 1998.
B. Pledge Agreement dated October 8, 1998.
C. Agreement and Plan of Merger.
D. Articles of Merger.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: October 20, 1998
/s/Frankie S. Winsett
Frankie S. Winsett, President
Chameleon Holdings, Inc.
[EXHIBIT "A"]
PROMISSORY NOTE
West Palm Beach, Florida
Principal Amount:$85,000
Date: October 8, 1998
Chameleon Holdings, Inc., a Florida corporation (the
"Maker"), for value received, promises to pay to the order of
David M. Bovi, P.A., Escrow Agent, (the "Payee"), at the office
of the Payee at 324 Datura Street, Suite 200, West Palm Beach,
Florida 33301, or such other place that Payee may designate to
Maker in writing from time to time the principal sum of Eighty
Five Thousand Dollars ($85,000) payable with interest thereon
from the date hereof computed on the basis of the actual number
of days elapsed and a year of 360 days, at such rates as are
hereinafter provided; said principal and interest to be paid
without offset or deduction in lawful money of the United States
of America which shall at the time of payment be legal tender in
payment of all debts and dues, public and private, subject to the
following terms and conditions:
1. INTEREST RATE
The principal amount hereof together with accrued unpaid
interest shall bear no interest.
2. PAYMENTS AND MATURITY
The principal, in the amount of Eighty Five Thousand Dollars
($85,000) is due as follows: (i) Thirty Thousand Dollars
($30,000) Sixty (60) days from the date hereof; and (b) Fifty
Five Thousand Dollars ($55,000) One Hundred Twenty (120) days
from the date hereof. Upon the one time payment to Payee of the
Late Charges described in Section 6(a) hereof prior to such
aforementioned due date(s), Maker shall have the right to elect
to extend each of the aforementioned due date(s) by a period of
Sixty (60) days.
3. RIGHT TO PREPAY
It is specifically agreed by Payee that Maker shall have the
absolute right to prepay in whole, or in part, without premium or
penalty, the indebtedness evidenced hereby, including all unpaid
accrued interest. Any such prepayment shall be first applied to
accrued interest with the remainder applied to the reduction of
the principal balance hereof.
4. NON-TRANSFERABLE
Neither legal nor beneficial interest in this Promissory
Note ("Note") or any rights hereunder shall be negotiated,
assigned, sold nor in any way transferred by action of the Payee
without the prior written consent of the Maker which shall not be
withheld if Payee satisfies the Maker that the proposed transfer
would not be in violation of federal or state securities or other
laws. However, nothing herein shall preclude this Note and any
rights hereunder from being bequeathed or descending in
accordance with the laws of descent and distribution or from
being pledged as security for a bona fide loan.
5. PLEDGE AGREEMENT
Pursuant to the Pledge Agreement of even date executed by
James Kotsaftis ("Kotsaftis") on behalf of the Payee, the terms
of which are incorporated herein, Maker has deposited and pledged
with Payee, as security for the payment of this Note, the
collateral described in such Pledge Agreement (the "Collateral").
In the event of the nonpayment of this Note at maturity, or any
other indebtedness due the Payee as stated above, the Payee is
invested with full authority to use, transfer, hypothecate, sell,
or convey the Collateral, or any substituted for or added to the
above, or any part of them, or to cause the same to be done, at
public or private sale, and Payee is authorized to purchase the
Collateral when sold for its own protection; and the proceeds of
such sale, transfer or hypothecation, shall be applied to the
payment of this Note, together with all protests, damages,
interests, costs and charges due upon the Note, or incurred by
reason of its nonpayment when due, or in the execution of this
power. The surplus, if any, after payment of this Note, together
with all charges stated above, shall be paid to Kotsaftis, or at
the election of the Payee, be paid on any other obligation of
Kotsaftis, whether as principal debtor or otherwise, held by the
Payee; and if the proceeds of the above sale shall not be
sufficient to pay this Note Kotsaftis agrees to make good any
deficit.
6. GENERAL PROVISIONS
(a) Late Charges. If the payment is not received by Payee
on the initial due dates described in Section 2 hereof or Maker
elects to extend such due dates by sixty (60) days, as described
in Section 2 hereof, Maker shall pay Payee a late charge of
fifteen thousand (15,000) free trading shares of Harbor Town
Holding Group I, Inc. stock and Payee shall not be obligated to
accept said payment not accompanied by said additional amount.
(b) Attorney's Fees. Maker promises to pay (in addition
to the above principal and interest) all costs of collection,
including reasonable attorney's fees if this Note is collected by
or through an attorney at law.
(c) Waiver. Maker, for itself, its heirs, legal
representatives, successors and assigns, hereby expressly waives
presentment for payment, demand, notice of demand, notice of
dishonor, protest, notice of protest, diligence in collection,
and all other notices of demands whatsoever with respect to this
Note except as expressly provided for herein, and hereby consents
to any and all indulgences granted by Payee, or any substitution,
exchange or release of collateral permitted by Payee, all without
in any way modifying, altering, releasing, affecting or limiting
the validity of the indebtedness evidenced hereby or impairing
any of Payee's rights following a default hereunder. No failure
to accelerate the debt evidenced hereby by reason of default from
time to time shall be construed (i) as a novation of this Note or
as a reinstatement of the indebtedness evidenced hereby or as a
waiver of such right of acceleration or of the right of Payee
thereto to insist upon strict compliance with the terms of this
Note, or (ii) to prevent the exercise of such right of
acceleration or any other right granted hereunder or by the laws
of the United States or any State thereof. Maker hereby
expressly waives the benefit of any statute or rule of law or of
equity now provided, or which may hereafter be provided, which
would produce a result contradictory to or in conflict with the
foregoing sentence. No extension of the time for payment of this
Note, or any installment due hereunder, made by agreement with
any person now or hereafter liable for the payment of this Note,
shall operate to release, discharge, modify, change or affect the
original liability of Maker under this Note, either in whole or
in part, unless Payee agrees otherwise in writing. This Note may
not be changed orally, but only by agreement in writing signed by
the party against whom enforcement of any waiver, change,
modification or discharge is sought.
(d) Waiver and Requirement of Exemptions. Maker hereby
waives and renounces for itself, its heirs, legal
representatives, successors and assigns, all rights to the
benefits of any statute of limitations and any moratorium,
reinstatement, marshalling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption or homestead now
provided, or which may hereafter be provided by the Constitution
or laws of the United States of America or of any state thereof
to and in all its property, real and personal, against the
enforcement and collection of the obligations evidenced by this
Note. Maker hereby transfers, conveys, and assigns to the Payee
a sufficient amount of such homestead or exemption as may be set
apart in bankruptcy, to pay this Note in full, with all costs of
collection, and does hereby direct any trustee in bankruptcy
having possession of such homestead or exemption to deliver to
Payee a sufficient amount of property or money set apart as
exempt to pay the indebtedness evidenced hereby, or any renewal
hereof, and does hereby irrevocably appoint the Payee the
attorney-in-fact for Maker to claim any and all homestead
exemptions allowed by law.
(e) Governing Law. This Note is intended to constitute a
contract and shall be construed, interpreted and enforced in
accordance with the laws of the State of Florida.
(f) Time of Essence. Time is of the essence of this Note.
(g) Inurement. This Note shall bind and inure to the
benefit of Maker and Payee and their respective heirs, executors,
successors, assigns and legal representatives, whether by
voluntary action or by operation of law.
(h) Captions. The captions of the paragraphs of this Note
are for convenience only and are not intend to be nor shall be
construed as being a part hereof and shall not limit, expand or
otherwise affect any of the terms hereof.
SIGNED, SEALED AND DELIVERED, by Maker the day and year
first set forth above.
CHAMELEON HOLDINGS, INC.
By:/s/F.S. Buddy Winsett
F.S. "Buddy" Winsett, President
/s/James Katsftis
James Katsftis, with respect to Section 5 hereof.
[EXHIBIT "B"]
PLEDGE AGREEMENT
This agreement is made October 8, 1998, between Chameleon
Holdings, Inc., a Florida corporation ("CHI"); James Kotsaftis,
an individual ("Kotsaftis"); and David M. Bovi, P.A., Escrow
Agent ("DMBPA"). Concurrently with the execution of this stock
pledge agreement ("Agreement") CHI is executing and delivering to
DMBPA a certain promissory note (the "Note") of even date hereof,
in the principal amount of $85,000, the terms of which are
incorporated herein.
In order to induce DMBPA to accept the Note as evidence of
such loan, and as further security for the payment by CHI of the
Note, Kotsaftis, has agreed to pledge with DMBPA the collateral,
as described below, on the terms and conditions set forth below.
In consideration of the premises, the parties agree as follows:
1. As security for the payment of the Note by CHI to
DMBPA, Kotsaftis has deposited with and delivered to DMBPA the
following property, namely: all his right title and interest in
(i) the balloon promissory note dated September 30, 1994, made
in St. Petersburg, Florida by TGF Properties, Inc. to James
Kotsaftis and Andrew Kotsaftis/and Jill E. Kotsaftis, his wife,
for $300,000 due on October 1, 2004 and (ii) the mortgage and
assignment thereof dated September 30, 1994 and recorded on
October 4, 1984 at 4:59 PM in Official Records Book 8801, Page
2082 of the Public Records of Pinellas County, Florida held on
13398 Gulf Lane, Maderia Beach, Florida 33708 described as Lots 9
and 10, Block 7, MITCHELL'S BEACH, according to the Plat thereof,
as recorded in Plat Book 3, Page 54, of the Public Records of
Pinellas County, Florida, securing said $300,000 balloon
promissory note ("collectively referred to as the "Collateral").
2. Kotsaftis represents, warrants and covenants to and
with DMBPA that Kotsaftis is, on this date, the owner, free and
clear of all liens, encumbrances and other charges or interests
of others, of the Collateral; that Kotsaftis will not sell,
assign, transfer or otherwise dispose of, or mortgage, pledge or
otherwise hypothecate, any of the Collateral; and that Kotsaftis
has full power and authority to transfer and pledge the
Collateral stated with DMBPA as provided herein. Kotsaftis agrees
that the Collateral may not be negotiable, and, should there be
any default on the Note; Kotsaftis will, upon demand of DMBPA,
make the Collateral negotiable, and further agree to execute any
and all papers, deeds, releases, etc., as may be necessary to put
the title to the Collateral mentioned in any such papers or deeds
in DMBPA's name. In the event Kotsaftis shall fail to do so,
Kotsaftis constitutes and appoints DMBPA, his true and lawful
attorney, to execute, in Kotsaftis name, all deeds, papers, and
other documents which may be necessary to accomplish the purpose
of this Agreement, by this means ratifying and confirming any and
all lawful acts which Kotsaftis' attorney may do.
3. If no default shall have occurred and be continuing,
Kotsaftis shall have the right to exercise the rights and
privileges as the owner the Collateral, but subject to the
provisions of paragraph 2 above.
4. Kotsaftis expressly agrees that if, by virtue of a
default by CHI under the Note, DMBPA shall accelerate the
indebtedness in accordance with the terms of the Note, or if
Kotsaftis shall violate or suffer any of the provisions of
Section 2 above (called an "event of default"), DMBPA may, at its
election, transfer the Collateral to its name and exercise all
rights of owner in respect of such Collateral; and Kotsaftis
irrevocably constitutes and appoints DMBPA, and each agent of
DMBPA, its attorney-in-fact to effectuate such transfer. In
addition, during the continuance of an event of default, DMBPA
shall have all of the rights in respect of the Collateral that
are accorded it as a secured party under the Uniform Commercial
Code including, but not limited to, the right to sell the
Collateral, and may apply the net proceeds, after deducting all
costs and expenses for collection, sale, and delivery, to the
payment of this Note or any or all of the liabilities, returning
the residue to Kotsaftis on demand. DMBPA may purchase any of the
Collateral at any such public sale. In case of decline in the
market value of the Collateral or any part of the property, DMBPA
may demand the pledge and delivery of additional property of
quantity and amount satisfactory to DMBPA; and the failure on the
part of the undersigned to deliver such additional property on
demand shall cause this Note to become due and payable on demand.
For the purpose of determining what constitutes reasonable notice
of any sale of the Collateral under the provisions of the Uniform
Commercial Code, the parties agree that Ten (10) days shall be
sufficient.
5. CHI and Kotsaftis waive demand, notice, protest and
notice of acceptance of this Agreement and of all other demands
and notices of any description not expressly provided for here
which they may lawfully waive. No delay or omission by DMBPA in
exercising any right under this Agreement, and no partial
exercise of any right under this Agreement, shall operate as a
waiver of such right or of any other right under this Agreement
or provided for by law. No purported waiver of any right shall be
effective unless in writing signed by DMBPA and no waiver on one
occasion shall be construed as a bar to or waiver of any such
right on any other occasion. All rights of DMBPA under this
Agreement or by law are cumulative and the exercise of one shall
not be construed as a bar to or waiver of any other.
6. Upon payment in full of the Note, DMBPA shall retain
no rights whatsoever in the Collateral.
7. Notwithstanding any other provision of this Agreement,
all notices and other communications given under or pursuant to
this Agreement (hereafter collectively "notices") shall be in
writing and shall be addressed to the party to receive them at
its address or at such other address as it may later designate as
provided below, and shall be sent by registered or certified
mail, return receipt requested. Any party may, by like notice,
change its address for receipt of further notices. Notices given
in the manner stated shall be deemed given and served when
mailed.
8. CHI and Kotsaftis agree that it will at any time and
from time to time, upon request, execute and deliver such further
documents and do such further acts and things as DMBPA may
reasonably request in order to more fully effectuate the purposes
of this Agreement.
9. This Agreement shall be binding upon and shall inure
to the benefit of CHI, Kotsaftis, and DMBPA, and subject to the
restrictions set forth in Section 2 above in the case of CHI and
Kotsaftis, CHI's and Kotsaftis' respective legal representatives,
successors and assigns. This Agreement shall be governed by and
construed in accordance with the laws of the state of Florida
applicable to agreements made and to be performed wholly within
that state. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original and
which together shall constitute one and the same instrument.
In witness whereof, CHI, Kotsaftis and DMBPA have executed
this Agreement on the date first above written.
CHAMELEON HOLDINGS, INC.
By:/s/F.S. Buddy Winsett
F.S. "Buddy" Winsett,
President
/s/James Kotsaftis
James Kotsaftis, individually
DAVID M. BOVI, P.A.,
ESCROW AGENT
By:/s/David M. Bovi
David M. Bovi, President
[EXHIBIT "C"]
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger, dated October 8, by and
between Chameleon Holdings, Inc. a Florida corporation with its
principal offices located at 2608 Oakwood Dr., Largo, Florida
33771 ("Buyer") and Wheeler Group II, Inc., a Florida corporation
with its principal offices located at 324 Datura Street, Suite
200, West Palm Beach, Florida 33401. ("Seller").
RECITALS
WHEREAS, the parties desire that Seller be merged into Buyer
(the "Merger"), with Buyer being the surviving corporation, all
as more particularly set forth herein; and
WHEREAS, the board of directors of each of the parties to
this Agreement has determined that the proposed transaction is
advisable and for the general welfare and advantage of their
respective corporations and shareholders and have recommended to
their respective shareholders that the proposed transaction be
consummated; and
WHEREAS, the Merger shall be consummated pursuant to and in
accordance with the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth in this Agreement, the parties agree
as follows:
SECTION 1. Plan of Merger.
1.1 The Plan of Merger, Exhibit A, is incorporated by
reference.
SECTION 2. Closing.
Closing shall take place at 324 Datura Street, at 2:00 P.M.,
on October 8, 1998 (the "closing date"), or at another time,
date, and/or place mutually agreed to by the parties. Closing
shall be consummated by the execution and acknowledgment by Buyer
and Seller of Articles of Merger in accordance with F.S. Chapter
607 and other applicable law. The Articles of Merger executed and
acknowledged shall be delivered for filing to the Secretary of
State as promptly as possible after the consummation of the
closing. The Articles of Merger shall specify the effective date
and time of the Merger.
SECTION 3. Representations and Warranties of Seller.
3.1 Seller's Representations and Warranties. Seller
represents and warrants to Buyer as follows:
3.1.1 Capital Structure. The capitalization of Seller is set
forth on Schedule 3.1.1, which states the number of authorized,
issued, and outstanding shares of each class and series of
capital stock of Seller. All of the issued and outstanding
capital stock of Seller has been duly authorized and validly
issued, and is fully paid and nonassessable, free of preemptive
rights, and not subject to any restriction on transfer under the
Articles of Incorporation or Bylaws of Seller or any agreement to
which Seller is a party or has been given notice. There are no
outstanding subscriptions, options, warrants, convertible
securities, rights, agreements, understandings, or commitments of
any kind relating to the subscription, issuance, repurchase, or
purchase of capital stock or other securities of Seller, or
obligating Seller to transfer any additional shares of its
capital stock of any class or any other securities, except as
stated on Schedule 3.1.1.
3.1.2 INTENTIONALLY LEFT BLANK.
3.1.3 Organization and Good Standing. Seller is a
corporation duly organized, validly existing, and in good
standing under the law of the state of Florida, having all
requisite corporate power and authority to own its assets and
carry on its business as presently conducted.
A true and complete copy of the Articles of Incorporation
and Bylaws of Seller, each as amended to this date, has been
delivered or made available to Buyer. The minute books of Seller
are current as required by law, contain the minutes of all
meetings of the incorporators, Board of Directors, committees of
the Board of Directors, and shareholders from the date of
incorporation to this date, and adequately reflect all material
actions taken by the incorporators, Board of Directors,
committees of the Board of Directors, and shareholders of Seller.
Seller has no subsidiaries.
3.1.4 Authorization; Validity. The execution, delivery,
and performance of this Agreement by Seller has been duly and
validly authorized by all requisite corporate action. This
Agreement has been duly and validly executed and delivered by
Seller, and is the legal, valid, and binding obligation of
Seller, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency, moratorium, reorganization,
and other laws of general application affecting the enforcement
of creditors' rights and by the availability of equitable
remedies.
3.1.5 Consents. Other than as set forth on Schedule
3.1.5, no approval, consent, waiver, or authorization of or
filing or registration with any governmental authority or third
party is required for the execution, delivery, or performance by
Seller of the transactions contemplated by this Agreement.
3.1.6 Violations. The execution, delivery, or performance
of this Agreement does not and will not (i) with or without the
giving of notice or the passage of time, or both, constitute a
default, result in breach of, result in the termination of,
result in the acceleration of performance of, require any
consent, approval, or waiver (other than those identified on
Schedule 3.1.5), or result in the imposition of any lien or other
encumbrance upon any property or assets of Seller, under any
agreement, lease, or other instrument to which Seller is a party
or by which any of the property or assets of Seller is bound;
(ii) violate any permit, license, or approval required by Seller
to own its assets and operate its business; (iii) violate any
law, statute, or regulation or any judgment, order, ruling, or
other decision of any governmental authority, court, or
arbitrator; or (iv) violate any provision of Seller's Articles of
Incorporation or Bylaws.
3.1.7 Broker and Finder Fees.Other than is set forth in
Schedule 3.1.7, no liability to any Broker or Finder or Agent for
any brokerage fees, finder's fees or commissions with respect to
the Merger shall be incurred by Seller.
3.2 Survival of Representations and Warranties. Each of
the representations and warranties in Section 3.1 shall be deemed
renewed and made again by Seller at the closing as if made at the
time.
SECTION 4. Representations and Warranties of Buyer.
4.1 Buyer's Representations and Warranties. Buyer
represents and warrants to Seller as follows:
4.1.1 Capital Structure. The capitalization of Buyer is set
forth on Schedule 4.1.1, which states the number of authorized,
issued, and outstanding shares of each class and series of
capital stock of Buyer. All of the issued and outstanding capital
stock of Buyer has been duly authorized and validly issued, and
is fully paid and nonassessable, free of preemptive rights, and
not subject to any restriction on transfer under the Articles of
Incorporation or Bylaws of Buyer or any agreement to which Buyer
is a party or has been given notice. There are no outstanding
subscriptions, options, warrants, convertible securities, rights,
agreements, understandings, or commitments of any kind relating
to the subscription, issuance, repurchase, or purchase of capital
stock or other securities of Buyer, or obligating Buyer to
transfer any additional shares of its capital stock of any class
or any other securities, except as stated on Schedule 4.1.1.
4.1.2 INTENTIONALLY LEFT BLANK.
4.1.3 Organization and Good Standing. Buyer is a
corporation duly organized, validly existing, and in good
standing under the law of the state of Florida, having all
equisite corporate power and authority to own its assets and
carry on its business as presently conducted.
A true and complete copy of the Articles of Incorporation
and Bylaws of Buyer, each as amended to this date, has been
delivered or made available to Seller. The minute books of Buyer
are current as required by law, contain the minutes of all
meetings of the incorporators, Board of Directors, committees of
the Board of Directors, and shareholders from the date of
incorporation to this date, and adequately reflect all material
actions taken by the incorporators, Board of Directors,
committees of the Board of Directors, and shareholders of Buyer.
Buyer has no subsidiaries.
4.1.4 Authorization; Validity. The execution, delivery,
and performance of this Agreement by Buyer has been duly and
validly authorized by all requisite corporate action. This
Agreement has been duly and validly executed and delivered by
Buyer, and is the legal, valid, and binding obligation of Buyer,
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency, moratorium, reorganization, and other
laws of general application affecting the enforcement of
creditors' rights and by the availability of equitable remedies.
4.1.5 Consents. Other than as set forth on Schedule 4.1.5,
no approval, consent, waiver, or authorization of or filing or
registration with any governmental authority or third party is
required for the execution, delivery, or performance by Buyer of
the transactions contemplated by this Agreement.
4.1.6 Violations. The execution, delivery, or performance
of this Agreement does not and will not (i) with or without the
giving of notice or the passage of time, or both, constitute a
default, result in breach of, result in the termination of,
result in the acceleration of performance of, require any
consent, approval, or waiver (other than those identified on
Schedule 4.1.5), or result in the imposition of any lien or other
encumbrance upon any property or assets of Buyer, under any
agreement, lease, or other instrument to which Buyer is a party
or by which any of the property or assets of Buyer is bound; (ii)
violate any permit, license, or approval required by Buyer to own
its assets and operate its business; (iii) violate any law,
statute, or regulation or any judgment, order, ruling, or other
decision of any governmental authority, court, or arbitrator; or
(iv) violate any provision of Buyer's Articles of Incorporation
or Bylaws.
4.1.7 Broker and Finder Fees.Other than is set forth in
Schedule 4.1.7, no liability to any Broker or Finder or Agent for
any brokerage fees, finder's fees or commissions with respect to
the Merger shall be incurred by Buyer.
4.2 Survival of Representations and Warranties. Each of
the representations and warranties in Section 4.1 shall be deemed
renewed and made again by Buyer at the closing as if made at the
time, and shall survive the closing until the expiration of all
applicable statute of limitation periods.
SECTION 5. Covenants of Seller.
5.1 Except as may otherwise be consented to or approved in
writing by Buyer, Seller agrees that from the date of this
Agreement and until the Closing:
5.1.1 Conduct Pending Closing. The business of Seller
shall be conducted only in the ordinary course consistent with
past practices.
5.1.2 Access to Records. Seller shall provide Buyer and its
representatives access to all records of Seller that they
reasonably may request and provide reasonable access to the
properties of Seller.
5.1.3 Solicitation. Seller agrees that it will not solicit,
consider, or negotiate any offers to acquire the shares or assets
of Seller, or to provide any information or to make available any
management personnel to third parties for such purposes.
5.1.4 Confidentiality. Seller agrees to keep the provisions
of this Agreement confidential and will not disclose its
provisions to any person, excluding Seller's accountants,
attorneys, and other professionals with whom Seller conducts
business and to whom such disclosure is reasonably necessary;
provided, however, that such persons shall be advised of the
confidential nature of this Agreement at the time of such
disclosure.
SECTION 6. Covenants of Buyer.
6.1 Except as may otherwise be consented to or approved
in writing by Seller, Buyer agrees that from the date of this
Agreement and until the Closing:
6.1.1 Conduct Pending Closing. The business of Buyer shall
be conducted only in the ordinary course consistent with past
practices.
6.1.2 Access to Records. Buyer shall provide Seller and its
representatives access to all records of Buyer that they
reasonably may request and provide reasonable access to the
properties of Buyer.
6.1.3 Solicitation. Buyer agrees that it will not solicit,
consider, or negotiate any offers to acquire the shares or assets
of Buyer, or to provide any information or to make available any
management personnel to third parties for such purposes.
6.1.4 Confidentiality. Buyer agrees to keep the provisions
of this Agreement confidential and will not disclose its
provisions to any person, excluding Buyer's accountants,
attorneys, and other professionals with whom Buyer conducts
business and to whom such disclosure is reasonably necessary;
provided, however, that such persons shall be advised of the
confidential nature of this Agreement at the time of such
disclosure.
SECTION 7. Conditions Precedent to Obligations of Buyer.
7.1 Conditions Precedent. Unless, at the closing, each of
the following conditions is either satisfied or waived by Buyer
in writing, Buyer shall not be obligated to effect the
transactions contemplated by this Agreement:
7.1.1 Representations and Warranties. The representations
and warranties of Seller are true and correct at the date of this
Agreement and shall be true and correct as of the Closing as if
each were made again at that time.
7.1.2 Performance of Covenants. Seller shall have performed
and complied in all respects with the covenants and agreements
required by this Agreement.
7.1.3 Items to be Delivered at Closing. Seller shall have
tendered for delivery to Buyer the following:
(i) Delivery of Shares for Cancellation. Stock
certificates or equivalents representing all of the outstanding
securities of Seller duly endorsed in blank or accompanied by
duly executed stock powers with all requisite transfer tax stamps
attached, which shall be subsequently canceled.
(ii) Consents. Consents for each item listed on Schedule
3.1.5.
(iii) Good Standing Certificate. A certificate of the
Florida Secretary of State showing that the seller is in good
standing.
(iv) Certificate of Incumbency. A certificate of
incumbency duly executed by Seller's Secretary or Assistant
Secretary.
(v) Articles of Merger. A duly executed original of the
Articles of Merger.
7.1.4 Proceedings and Instruments Satisfactory. All
proceedings, corporate or other, to be taken in connection with
the transactions contemplated by this Agreement, and all
documents incident to this Agreement, shall be satisfactory in
form and substance to Buyer and Buyer's counsel, whose approval
shall not be withheld unreasonably.
7.1.5 No Adverse Change. There shall not have been a
material adverse change in the financial condition of Seller or
the business, whether or not covered by insurance; nor shall any
lawsuit be pending that seeks to set aside the Agreement or the
transactions contemplated by it.
SECTION 8. Conditions Precedent to Obligations of Seller.
8.1 Conditions Precedent. Unless, at the closing, each of
the following conditions is either satisfied or waived by Seller
in writing, Seller shall not be obligated to effect the
transactions contemplated by this Agreement.
8.1.1 Representations and Warranties. The representations
and warranties of Buyer in this Agreement are true and correct at
the date of this Agreement and as of the closing as if each were
made again at that time.
8.1.2 Items to be Delivered at Closing. Buyer shall have
tendered for delivery to Seller the following:
(i) Delivery of Consideration. A certified check or its
equivalent in the amount of $25,000 made to David M. Bovi, P.A.
Attorney Trust Account and a collateralized promissory note in
the amount of $85,000 made by the Buyer to David M. Bovi, P.A.,
Escrow Agent, in a form satisfactory to the Seller, or such other
consideration as is required to be delivered by this Agreement.
(ii) Consents. The consents listed on Schedule 4.1.5 of
this Agreement.
(iii) Good Standing Certificate. A certificate of the
Florida Secretary of State showing that Buyer is in good
standing.
(iv) Certificate of Incumbency. A certificate of
incumbency duly executed by Buyer's Secretary or Assistant
Secretary.
(v) Articles of Merger. A duly executed original of the
Articles of Merger.
8.1.3 Performance of Covenants. Buyer shall have
performed and complied in all respects with the covenants and
agreements required by this Agreement.
SECTION 9. Notices.
Any notice, request, demand, or communication required or
permitted to be given by any provision of this Agreement shall be
deemed to have been delivered, given, and received for all
purposes if written and (i) if delivered personally, by
facsimile, or by courier or delivery service, at the time of such
delivery; or (ii) if directed by registered or certified United
States mail, postage and charges prepaid, addressed to the
intended recipient, at the address specified below, two business
days after such delivery to the United States Postal Service.
If to Buyer: F.S. "Buddy" Winsett
2608 Oakwood Drive
Largo, Florida 33771
With a copy to: __________________
__________________
__________________
If to Seller: David M. Bovi
324 Datura Street, Suite 200
West Palm Beach, Florida 33401
Any party may change the address to which notices are to be
mailed by giving notice as provided herein to all other parties.
SECTION 10. Miscellaneous.
10.1 Entire Agreement. This Agreement, the Exhibits, and
the Schedules, including the Plan of Merger and the Articles of
Merger, and their exhibits and schedules, contain all of the
terms and conditions agreed upon by the parties with reference to
the subject matter and supersede any and all previous agreements,
representations, and communications between the parties, whether
written or oral. This Agreement, including its Exhibits and
Schedules, may not be modified or changed except by written
instrument signed by all of the parties, or their respective
successors or assigns.
10.2 Assignment. This Agreement shall not be assigned or
assignable by Seller or Buyer without the express written consent
of the other party. This Agreement shall inure to the benefit of
and be binding on the parties and their respective successors and
assigns.
10.3 Captions. All section, schedule, and exhibit
headings are inserted for the convenience of the parties and
shall not be used in any way to modify, limit, construe, or
otherwise affect this Agreement.
10.4 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an
original and which together shall constitute one and the same
instrument.
10.5 Waiver. Each of the parties may, by written notice
to the other, (i) extend the time for the performance of any of
the obligations or other actions of the other party; (ii) waive
any inaccuracies in the representations or warranties of the
other party contained in this Agreement or in any document
delivered pursuant to this Agreement; (iii) waive compliance with
any of the covenants of the other party contained in this
Agreement; or (iv) waive, in whole or in part, performance of any
of the obligations of the other party. No action taken pursuant
to this Agreement, including, but not limited to, the
consummation of the closing or any knowledge of or investigation
by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action, possessing such
knowledge, or performing such investigation of compliance with
the representations, warranties, covenants, and agreements
contained herein. The waiver by any party of a breach of any
provision of this Agreement shall not operate or be construed as
a waiver of any subsequent or similar breach.
10.6 Controlling Law. This Agreement has been entered
into in the state of Florida and shall be governed by, construed,
and enforced in accordance with the laws of Florida.
10.7 Gender. Whenever in this Agreement the context so
requires, references to the masculine shall be deemed to include
the feminine and the neuter, references to the neuter shall be
deemed to include the masculine and the feminine, and references
to the plural shall be deemed to include the singular and the
singular to include the plural.
10.8 Further Assurances. Each of the parties shall use
all reasonable efforts to bring about the transactions
contemplated by this Agreement as soon as practicable, including
the execution and delivery of all instruments, assignments, and
assurances, and shall take or cause to be taken such reasonable
further or other actions necessary or desirable to carry out the
intent and purposes of this Agreement.
10.9 Attorneys' Fees. In the event a lawsuit is brought
to enforce or interpret any part of this Agreement or the rights
or obligations of any party to this Agreement, the prevailing
party shall be entitled to recover such party's costs of suit and
reasonable attorneys' fees, through all appeals.
10.10 References to Agreement. The words "hereof,"
"herein," "hereunder," and other similar compounds of the word
"here" shall mean and refer to the entire Agreement and not to
any particular section, article, provision, annex, exhibit,
schedule, or paragraph unless so required by the context.
10.11 Schedules and Exhibits. Schedules and Exhibits to
this Agreement (and any references to any part or parts of them)
shall, in each instance, include the Schedules or Exhibits (as
the case may be) attached to this Agreement as well as any
amendments to such Schedules or Exhibits (in each such case). All
such Schedules and Exhibits shall be deemed an integral part of
this Agreement, and are incorporated into this agreement by
reference.
10.12 Venue. Any litigation arising under this Agreement
shall be instituted only in Palm Beach County, Florida, the place
where this Agreement was executed. All parties agree that venue
shall be proper in that county for all such legal or equitable
proceedings.
10.13 Severability. Each section, subsection, and lesser
section of this Agreement constitutes a separate and distinct
undertaking, covenant, and/or provision. If any provision of this
Agreement shall be determined to be unlawful, such provision
shall be deemed severed from this Agreement, but every other
provision of this Agreement shall remain in full force and
effect.
10.14 Rights in Third Parties. Except as otherwise
specifically provided, nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer on or
give any person, firm, or corporation, other than the parties and
their respective shareholders, any rights or remedies under or by
reason of this Agreement.
10.15 Expenses. Each party shall pay its own expenses in
connection with the negotiation and consummation of the
transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
Witness: BUYER,
a Florida corporation
/s/ By:/s/F.S. Buddy Winsett
F.S. "Buddy" Winsett,
President
(Corporate Seal)
SELLER,
a Florida corporation
/s/ /s/David M. Bovi
David M. Bovi,
President
(Corporate Seal)
<PAGE>
Exhibit, and Schedule List
Exhibit Description
A Plan of Merger
Schedules Description
3.1.1 Seller Capital Structure
3.1.5 Seller Consents
3.1.7 Seller Brokers/Finders
4.1.1 Buyer Capital Structure
4.1.5 Buyer Consents
4.1.7 Buyer Brokers/Finders
EXHIBIT "A"
PLAN OF MERGER
Merger between Chameleon Holdings, Inc., (the "Surviving
Corp.") and Wheeler Group II, Inc., (the "Disappearing Corp."),
(collectively the "Constituent Corporations"). This Merger is
being effected pursuant to this Plan of Merger ("Plan") in
accordance with s. 607.1101 et seq. of the Florida Business
Corporation Act (the "Act").
1. Articles of Incorporation. The Articles of
Incorporation of Surviving Corp., as previously amended and in
effect immediately before the Effective Date of the Merger (the
"Effective Date") shall, without any changes, be the Articles of
Incorporation of the Surviving Corp. from and after the Effective
Date until further amended as permitted by law.
2. Distribution to Shareholders of the Constituent
Corporations. All in accordance with this Plan, upon the
Effective Date, each of the 51 shares of Disappearing Corp.'s
common stock that shall be issued and outstanding at that time
shall without more be converted into and exchanged for
$2,156.8627. On the Effective Date, the Surviving Corp. shall pay
to the Disappearing Corp.'s shareholder's Escrow Agent, David M.
Bovi, P.A., $25,000 cash and deliver a collateralized Promissory
Note in the amount of $85,000 made by the Surviving Corp to the
Disappearing Corp.'s shareholder's Escrow Agent. Each share of
Surviving Corp.'s stock that is issued and outstanding on the
Effective Date shall continue as outstanding shares of Surviving
Corp.'s stock.
3. Satisfaction of Rights of Disappearing Corp.
Shareholders. The above described consideration, when paid by the
Surviving Corp. to the Disappearing Corp.'s shareholders or
agents thereof, shall be deemed to be payment in full
satisfaction of such Disappearing Corp's shareholders.
4. Effect of Merger. On the Effective Date, the separate
existence of Disappearing Corp. shall cease, and Surviving Corp.
shall be fully vested in Disappearing Corp.'s rights, privileges,
immunities, powers, and franchises, subject to its restrictions,
liabilities, disabilities, and duties, all as more particularly
set forth in s. 607.1106 of the Act.
5. Supplemental Action. If at any time after the
Effective Date Surviving Corp. shall determine that any further
conveyances, agreements, documents, instruments, and assurances
or any further action is necessary or desirable to carry out the
provisions of this Plan, the appropriate officers of Surviving
Corp. or Disappearing Corp., as the case may be, whether past or
remaining in office, shall execute and deliver, on the request of
Surviving Corp., any and all proper conveyances, agreements,
documents, instruments, and assurances and perform all necessary
or proper acts, to vest, perfect, confirm, or record such title
thereto in Surviving Corp., or to otherwise carry out the
provisions of this Plan.
6. Filing with the Florida Secretary of State and
Effective Date. Upon the Closing, as provided in the Agreement of
Merger of which this Plan is a part, Disappearing Corp. and
Surviving Corp. shall cause their respective President (or Vice
President) to execute Articles of Merger in the form attached to
this Agreement and upon such execution this Plan shall be deemed
incorporated by reference into the Articles of Merger as if fully
set forth in such Articles and shall become an exhibit to such
Articles of Merger. Thereafter, such Articles of Merger shall be
delivered for filing by Surviving Corp. to the Florida Secretary
of State. In accordance with s. 607.1105 of the Act, the Articles
of Merger shall specify the "Effective Date," which shall be the
filing date of the Articles.
7. Amendment and Waiver. Any of the terms or conditions
of this Plan may be waived at any time by the one of the
Constituent Corporations which is, or the shareholders of which
are, entitled to the benefit thereof by action taken by the Board
of Directors of such party, or may be amended or modified in
whole or in part at any time before the vote of the shareholders
of the Constituent Corporations by an agreement in writing
executed in the same manner (but not necessarily by the same
persons), or at any time thereafter as long as such change is in
accordance with s. 607.1103 of the Act.
8. Termination. At any time before the Effective Date
(whether before or after filing of Articles of Merger), this Plan
may be terminated and the Merger abandoned by mutual consent of
the Boards of Directors of both Constituent Corporations,
notwithstanding favorable action by the shareholders of the
respective Constituent Corporations.
CHAMELEON HOLDINGS, INC.
By:/s/F.S. Buddy Winsett
F.S. "Buddy" Winsett,
President
WHEELER GROUP II, INC.
By:/s/David M. Bovi
David M. Bovi,
President
Schedule 3.1.1
Seller Capital Structure.
The number of shares of stock that Seller is authorized to
have outstanding at any one time is:
(1) 100 shares of Class A Common Stock, no par value;
(2) 100 shares of Class B Common Stock, no par value.
As of October 7, 1998, the day prior to Closing, there were
51 outstanding shares of Class A Common Stock, no par value.
Schedule 3.1.5
SELLER Consents.
UNANIMOUS CONSENT ACTION OF THE
BOARD OF DIRECTORS OF
HARBOR TOWN HOLDING GROUP I, INC.
The undersigned, as all the members of the Board of
Directors of Harbor Town Holding Group I, Inc., a Florida
corporation (the "Company") unanimously agree, adopt, consent to,
and order the following corporate actions under s. 607.0821 of
the Florida Business Corporation Act (the "Act"):
The undersigned waive all formal requirements, including the
necessity of holding a formal or informal meeting and any
requirement that notice of such meeting be given.
RESOLVED, that pursuant to s.607.0902(2)(d)(7) of the Act,
the Company hereby approves the "control share acquisition"
transaction with respect to the Company's shares which will occur
as a result of the merger between Wheeler Group II, Inc. and
Chameleon Holdings, Inc.;
FURTHER RESOLVED, that the Company's directors hereby
consent to the above resolutions taken by this Unanimous Consent
of Directors in Lieu of Meeting; and
FURTHER RESOLVED, that the officers of the Company are
hereby authorized and directed to take any and all action
necessary to effectuate the foregoing resolutions.
DATED: October 7, 1998
/s/Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr., director
/s/David M. Bovi
David M. Bovi, director
/s/William R. Colucci
William R. Colucci, director
Schedule 3.1.7
Seller Brokers/Finders.
-None-
Schedule 4.1.1
Buyer's Capital Structure.
The number of shares of stock that Buyer is authorized to
have outstanding at any one time is 50,000 shares of common
stock, .001 par value. As of October 7, 1998, the day prior to
Closing, there were ______ shares outstanding.
Schedule 4.1.5
Buyer's Consents.
Schedule 4.1.7
Buyer Brokers/Finders.
[EXHIBIT "D"]
ARTICLES OF MERGER
OF
WHEELER GROUP, II, INC., A FLORIDA CORPORATION,
INTO
CHAMELEON HOLDINGS, INC., A FLORIDA CORPORATION,
ARTICLES OF MERGER Wheeler Group II, Inc., a Florida
corporation ("WHEELER") and Chameleon Holdings, Inc., a Florida
corporation ("CHI").
Pursuant to s. 607.1105 of the Florida Business Corporation
Act (the "Act") WHEELER and CHI adopt the following Articles of
Merger.
1. The Agreement and Plan of Merger dated October 8th,
1998 ("Plan of Merger"), between WHEELER and CHI was approved and
adopted by the shareholders of WHEELER on October 8, 1998 and was
adopted by the shareholders of CHI on October 8, 1998.
2. Pursuant to the Plan of Merger, all issued and
outstanding shares of WHEELER's stock will be acquired by means
of a merger of WHEELER into CHI with CHI the surviving
corporation ("Merger"). WHEELER will cease to exist subsequent
to the Merger.
3. The Plan of Merger is attached as Exhibit "A" and
incorporated by reference as if fully set forth.
4. Pursuant to s. 607.1105(1)(b) of the Act, the date and
time of the effectiveness of the Merger shall be on the filing of
these Articles of Merger with the Secretary of State of Florida.
IN WITNESS WHEREOF, the parties have set their hands this
8th day of October, 1998.
Witness: CHAMELEON HOLDINGS, INC.
a Florida corporation
/s/ BY:/s/F.S. Buddy Winsett
F.S. "Buddy" Winsett,
President
(Corporate Seal)
WHEELER GROUP II, INC.
a Florida corporation
/s/ /s/David M. Bovi
David M. Bovi,
President
(Corporate Seal)
