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 (Date of earliest event reported) July 30, 1999
HARBOR TOWN HOLDING GROUP I, INC.
(Exact name of registrant as specified in its charter)
Florida 0-23439 65-0755340
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
120 S. Olive Avenue, #705, West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 659-1196
(Former name or former address, if changed since last report.)
<PAGE>
Item 1. Change in Control of the Registrant.
On October 8, 1998, Chameleon Holdings, Inc., a Florida corporation
("Chameleon") entered into an agreement of merger with Wheeler Group II, Inc.,
a Florida corporation ("Wheeler"), which held 17,631,250 shares of common
stock, no par value ("Common Stock") of Harbor Town Holding Group I, Inc. (the
"Registrant"). The effective date of the merger was October 12, 1998. Upon
consummation of the merger, Wheeler disappeared and Chameleon was the
surviving corporation. Pursuant to the merger, Chameleon obtained 17,631,250
shares of the Registrant's Common Stock, which constitutes 87.3% of the
Registrant's outstanding shares of Common Stock. The purpose of the merger
transaction was to grant control of the Registrant to Chameleon. Wheeler's
most significant asset consisted of such 17,631,250 shares of common stock, no
par value, of the Registrant.
On December 7, 1998, Frankie S. Winsett ("Winsett"), President of
Chameleon, was appointed Chief Executive Officer of the Registrant. Two of the
Registrant's three previous directors remained directors of the Registrant.
The merger consideration paid by Chameleon consisted of (i) $25,000 cash;
and (ii) an $85,000 secured promissory note made to Wheeler's shareholder's
Escrow Agent due on April 1, 1999. The collateral securing the promissory note
was pledged by James Kotsaftis, a third party individual ("Kotsaftis"). No
shares of Chameleons' Common Stock were pledged as collateral. The source of
the cash was from Chameleon's working capital.
Chameleon paid $30,000 pursuant to the terms of the promissory note, but
on April 1, 1999, Chameleon defaulted on the aforementioned promissory note.
Upon Chameleon's default on such promissory note, the holder of the promissory
note, David M. Bovi, P.A., escrow agent, brought suit against Chameleon and
Kotsaftis and obtained a Final Judgement against Chameleon, and a Final
Judgement Transferring Legal Interest against Kotsaftis, (both such judgments
collectively referred to herein as the "Judgments").
Pursuant to the terms and conditions of the Stipulation in Lieu of
Execution and Agreement for Reversion of Shares of Harbor Town Holding Group
I, Inc., dated July 30, 1999 between David M. Bovi, P.A., escrow agent;
Chameleon; Winsett; and Kotsaftis, Chameleon agreed to cause all right, title,
and interest in the 17,631,250 shares of common stock of the Company which it
owns to revert back to David M. Bovi, P.A., escrow agent in exchange for
Plaintiff's execution of a Satisfaction of Judgement with respect to the
Judgements. Concurrently, David M. Bovi, P.A., escrow agent, transferred such
shares to David M. Bovi.
On August 20, 1999, David M. Bovi entered into a Stock Purchase Agreement
with Ronald W. Hayes, Jr. and William R. Colucci, officers and directors of
the Company, whereby pursuant to such agreement, David M. Bovi transferred to
such persons 8,815,625 shares of the Company's common stock in exchange for
$10.00 cash and their promise and commitment to assist in the funding and
financing of the Company's operations, on an as needed basis, in the amount of
up to $27,500.00.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of (i) each person known to the Company to be the beneficial owner
of more than five percent (5%) of Company's Common Stock; (ii) each of the
officers and directors of the Company; and (iii) the officers and directors
of the Company as a group:
Name and Address Amount and Nature Percent of Class (1)
of Beneficial Owner of Beneficial Owner
David M. Bovi (2) 9,115,625 (D) 45.12%
319 Clematis Street, Suite 812
West Palm Beach, Florida 33401
Ronald W. Hayes, Jr. (3) 7,315,625 (D) 36.2%
120 S. Olive Avenue, Suite 750
West Palm Beach, FL 33401
William R. Colucci (3) 1,810,541 (D) 8.96%
120 S. Olive Avenue, Suite 750
West Palm Beach, FL 33401
All Officers and Directors
as a Group (2 persons). 18,241,791 (D) 90.3%
______________________________
(1)Based upon 20,200,000 shares of Common Stock outstanding as of August 23,
1999.
(2)Beneficial owner of more than five percent (5%) of Company's Common Stock.
(3)Officer and Director of the Company.
Item 6. Resignation of Registrant's Directors.
On July 30, 1999, Frankie S. Winsett tendered his resignation as an
officer and director of the Company. This resignation was not due to any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
Item 7. Financial Statements and Exhibits.
A. Stipulation in Lieu of Execution and Agreement
for Reversion of Shares of Harbor Town Holding
Group I, Inc.
B. Stock Purchase Agreement.
<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.
HARBOR TOWN HOLDING
GROUP I, INC.
Date: August 23, 1999.
/s/ Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr.,
President
[EXHIBIT A]
STIPULATION IN LIEU OF EXECUTION AND
AGREEMENT FOR REVERSION OF SHARES OF
HARBOR TOWN HOLDING GROUP I, INC.
THIS AGREEMENT ("Agreement"), dated this 30th day of July, 1999, is made
by and between David M. Bovi, P.A., escrow agent, ("Plaintiff"); Chameleon
Holdings, Inc., a Florida corporation ("Chameleon"), Frankie S. "Buddy"
Winsett ("Winsett"), an individual who is Chameleon's sole shareholder,
director and officer; and James Kotsaftis ("Kotsaftis"), an individual.
WHEREAS, on October 8, 1998, Wheeler Group II, Inc. ("Wheeler"), a
Florida corporation, merged with and into Chameleon whereby Chameleon was the
surviving corporation;
WHEREAS, Wheeler's most significant asset consisted of 17,631,250 shares
of common stock, no par value, of Harbor Town Holding Group I, Inc. (the
"Company") and upon consummation of the aforementioned merger, Chameleon
became the owner of all 17,631,250 shares of the Company;
WHEREAS, among other things, the merger consideration consisted of a
promissory note made to Plaintiff in the amount of $85,000 dated October 8,
1999 made by Chameleon and secured with assets owned by Kotsaftis;
WHEREAS, upon Chameleon's default on the aforementioned promissory note,
Plaintiff brought suit against Chameleon and Kotsaftis and obtained a Final
Judgement against Chameleon, which is attached hereto and made a part hereof,
as Exhibit "A", and a Final Judgement Transferring Legal Interest against
Kotsaftis, which is attached hereto and made a part hereof, as Exhibit "B",
(both such judgments collectively referred to herein as the "Judgments"); and
WHEREAS, pursuant to the terms and conditions of this Agreement,
Chameleon agrees to cause all right, title, and interest in the 17,631,250
shares of common stock of the Company which it owns to revert back to
Plaintiff in exchange for Plaintiff's execution of a Satisfaction of Judgement
with respect to the Judgements.
In consideration of the mutual promises, covenants and representations
contained herein, the parties stipulate and agree as follows:
ARTICLE 1 - RECITALS
1. The above recitals are hereby incorporated into this Agreement and
made a part hereof.
ARTICLE 2 - TRANSFER OF SECURITIES
Subject to the terms and conditions of this Agreement, Chameleon agrees
to cause all right, title, and interest in the 17,631,250 shares of common
stock of the Company which it owns to revert back to Plaintiff in exchange for
Plaintiff's execution of a Satisfaction of Judgement with respect to the
Judgements. Also, upon reversion back to Plaintiff of all such shares, and
upon the contemplated reverse stock split of the Company's shares, in
consideration for the expenses Chameleon incurred on behalf of the Company,
Plaintiff agrees to cause the Company to issue to Chameleon and/or its
assigns, 30,000 post reverse split shares of the Company's stock no later than
30 days subsequent to the effective date of such reverse stock split.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
Chameleon, Winsett, and Kotsaftis represent and warrant the following to
the Plaintiff with respect to Harbor Town Holding Group I, Inc. (the
"Company"):
1. Organization. Harbor Town Holding Group I, Inc. (the "Company")
is a corporation duly organized, validly existing, in good standing under the
laws of the State of Florida, has all the necessary corporate powers to own
real and personal property, and to carry on a business. All actions taken by
the directors, officers and/or shareholders of the Company have been valid and
in accordance with the laws of the State of Florida.
2. Capital. The authorized capital stock of the Company consists of
50,000,000 shares of common stock no par value, of which 20,200,000 shares are
issued and outstanding. All outstanding shares are fully paid and non
assessable, free of liens, encumbrances, options, restrictions and legal or
equitable rights of others not a party to this Agreement. There are no
outstanding subscriptions, options, rights, warrants, convertible securities
or other agreements or commitments obligating the Company to issue or to
transfer from treasury any additional shares of its common stock.
3. Financial Statements. Financial statements will be submitted to
the Plaintiff. These statements include a balance sheet and shall be prepared
according to generally accepted accounting principals. They fairly represent
the financial position of the Company as of the respective dates and the
results of its operations for the periods indicated. Since October 8, 1998,
the Company has had zero assets, zero liabilities and zero income other than
as described in the aforementioned financial statements.
4. Absence of Changes. Since the date of the last balance sheet,
there has been no change in the financial condition or operations of the
Company.
5. Liabilities. The Company did not, as of the date of the last
balance sheet, have any debt, liability or obligations of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or to become due
that is not reflected in the Company's balance sheet.
6. Tax Returns. The Company has filed all federal, state and local
tax returns required by law and has paid all taxes, assessments and penalties
due and payable. No federal tax returns
<PAGE>
have been audited by the Internal Revenue Service or by any state taxing
authority. There are presently no disputes as to taxes of any nature owned by
the Company.
7. Contracts and Leases. The Company has not carried on any business
since October 8, 1998. The Company is not a party to any contract, agreement
or lease. No person holds a power of attorney from the Company.
8. Compliance with Securities Laws. Except as disclosed on Schedule
"A" of this agreement, which is incorporated herein and made a part hereof,
the Company has complied with and is not in violation of any federal, state or
local securities statute, law, and/or regulation. The Company has complied
with all federal and state securities laws in connection with the offers for
sale, sale and distribution of its securities.
9. Ability to Carry Out Obligations. Chameleon warrants that it is
lawfully organized and valid under the laws of the State of Florida.
Chameleon, Winsett and Kotsaftis have the right, power and authority to enter
into and perform their obligations under this Agreement. The execution of
this Agreement by Chameleon, Winsett and Kotsaftis and their performance of
their obligations hereunder will not cause, constitute or conflict with or
result in (a) any breach or violation of any provision of or constitute a
default under any license, indenture, mortgage, charter, instrument, articles
of incorporation, bylaws, or other agreement or instrument to which the
Company Chameleon, Winsett or Kotsaftis are a party, or by which they may be
bound, nor will any consents or authorizations of any party other than those
hereto be required, or (b) an event that would cause the Company to be liable
to any party, or (c) an event that would result in the creation or imposition
of any lien, charge, or encumbrance on any asset of the Company or upon the
securities of the Company to be acquired by the Plaintiff.
10. Litigation. The Company is not and has not been a party to any
suit, action, arbitration, legal, administrative or other proceeding, or
pending governmental investigation. There is no basis for any such action or
proceeding and no such action or proceeding is threatened against the
Company. The Company is not subject to or in default of any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency or instrumentality.
11. Conduct of Business. Between the execution of this Agreement and
the closing date, the Company will not conduct any business or incur and debt
or liabilities.
12. Documents. Prior to the execution of this Agreement, all of the
following documents currently in the possession of the Company, Chameleon, or
Winsett will be provided to the Plaintiff or his representatives:
1. Articles of Incorporation, with amendments, if any, thereto.
2. Bylaws.
3. Minutes of shareholders meetings.
4. Minutes of Board of Directors meetings.
5. List of officers and directors.
6. Shareholders list and contract with the Company's transfer
agent, if any.
7. Original audited financial statements.
8. Copies of federal income tax returns for the past year.
9. Name and address of the Company's transfer agent and contract
with said agent, if any.
10. Certificate of Corporate Existence dated within 10 days of the
date of this Agreement.
11. An opinion letter from the Company's counsel, reflecting the
availability to Chameleon of an exemption to freely transfer
shares of the Company's stock.
12. Any and all of the Company's bank records and other negotiable
instruments documents.
13. Closing Documents. All minutes, consents or other documents
pertaining to the Company to be delivered at closing shall be valid and in
accordance with Florida corporate law.
14. Title. Chameleon has good and marketable title to all of the
securities to be transferred to the Plaintiff pursuant to this Agreement. The
securities to be transferred to the Plaintiff will be, at closing, free and
clear of all liens, security interest, pledges, charges, claim, encumbrances
and restrictions of any kind. None of such shares are or will be subject to
any voting trust or agreement. No person holds or has the right to receive
any proxy or similar instrument with respect to such shares. Except as
provided in this Agreement, neither Chameleon or Winsett or any other
shareholder of Chameleon are parties to any agreement which offers or grants
to any person the right to purchase or acquire any of the securities to be
transferred to the Plaintiff, There is no applicable local, state or federal
law, rule, regulation, or decree which would, as a result of the transfer of
the shares to the Plaintiff, impair, restrict or delay the Plaintiff's voting
rights with respect to the shares.
15. Full Disclosure. None of the representations and warranties made
by Chameleon, Winsett, Kotsaftis, or in any certificate or document furnished
to or to be furnished on their behalf, contains or will contain any untrue
statement of a material fact, or omit any material fact the omission of which
would be misleading.
ARTICLE 4 - CLOSING
1. The closing of this transaction shall occur when all of the
documents and/or consideration described below have been delivered to the
appropriate parties, but not later than July 30, 1999.
2. As part of the closing, the following documents in addition to
those described in Article 3, Paragraph 12 above shall be delivered by
Chameleon, Winsett or the Company:
1. Original certificate(s) of the Company.
2. Stock powers, properly signed, in good transferable form.
3. A resolution of the Board of Directors, dated the closing
date, approving this Agreement.
4. The resignation of Winsett, time dated subsequent to the
resolution described in item 3 above.
5. The Certificate of President and Secretary, attached hereto and
made a part hereof as Exhibit "C", properly executed by
Winsett.
<PAGE>
6. All of the remaining business and corporate records of the
Company not already provided.
7. Such other minutes of a special meeting of the Company's
directors as may reasonably be required by the Plaintiff.
3. At a reasonable time subsequent to the closing date, and
conditioned upon Plaintiff's full satisfaction that the representations and
warranties contained herein are true, accurate and complete, Plaintiff shall
deliver to each of Chameleon and Kotsaftis a Satisfaction of Judgment with
respect to the Judgments substantially in the form attached hereto as Exhibit
"D".
ARTICLE 5 - REMEDIES
1. Jurisdiction. Palm Beach County Court shall retain jurisdiction
over this matter. In the event of default by Chameleon, Winsett or Kotsaftis
pursuant to this Agreement, Plaintiff shall be entitled to any and all
remedies described in this Agreement and the Judgments, in addition to the
retention of the 17,631,250 shares of common stock of the Company reverted to
Plaintiff pursuant to this Agreement.
2. Indemnification. Chameleon, Winsett and Kotsaftis, jointly and
severally, agree to indemnify the Plaintiff, to the maximum extent permitted
by law, against all losses, claims, damages, liabilities and expenses
(including reasonable attorney's fees) caused by (1) any inaccuracy in any
representation or warranty of the parties contained herein, or (2) any
material misstatement of a material fact or omission to state a material fact
required to be stated herein or necessary to make the statements herein (or
any other statements made to the Plaintiff) not misleading.
ARTICLE 6 - MISCELLANEOUS
1. Captions and Headings. The article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit or add to the meaning of any provision of
this Agreement.
2. No Oral Change. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but only by an agreement
of the parties in writing.
3. Non-waiver. No waiver of any covenant, condition, or provision of
this Agreement shall be deemed to have been made unless expressly assented to
in writing.
4. Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
5. Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings.
6. Counterparts. This Agreement may be executed simultaneously in
one or more
<PAGE>
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Notices. All notices, requests, demands, and other communication
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service, if served personally on the party to whom notice
is given, or on the third day after mailing if mailed to the party to whom
notice is to be given, if mailed by first class mail, postage prepaid, and
properly addressed to the address for the respective parties.
8. Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
9. Effect of Closing. All representations, warranties, covenants,
and agreements of the parties contained in this Agreement, or in any
instrument, certificate, opinion, or other writing provided for in it, shall
be true and correct as of the date of the closing and shall survive the
closing of this Agreement.
10. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall execute such
other and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
11. Ambiguities. Ambiguous terms shall not be interpreted against
the drafting party.
12. Expenses. Each party shall pay its own expenses in connection
with the negotiation and consummation of the transactions contemplated by this
Agreement.
13. 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.
CHAMELEON HOLDINGS, INC. DAVID M. BOVI, P.A.,
Escrow Agent
_______________________ _____________________
Frankie S. "Buddy" Winsett, David M. Bovi,
President President
_______________________ _____________________
Frankie S. "Buddy" Winsett, James Kotsaftis,
individually individually
<PAGE>
Exhibit "A"
IN THE CIRCUIT COURT OF THE
FIFTEENTH JUDICIAL COURT,
IN AND FOR PALM BEACH COUNTY,
FLORIDA
DAVID M. BOVI,
Plaintiff,
CASE NO: CL 99-3507 AE
vs.
CHAMELEON HOLDINGS, INC.,
a Florida Corporation and
JAMES KOTSAFTIS,
Defendants.
________________________________________
FINAL JUDGEMENT
This action was heard after entry of default against Defendant, CHAMELEON
HOLDINGS, INC., a Florida Corporation,
IT IS ADJUDGED that Plaintiff, DAVID M. BOVI, P.A., recover from
Defendant, CHAMELEON HOLDINGS, INC., a Florida Corporation, the sum of
FIFTY-FIVE THOUSAND DOLLARS AND NO CENTS ($55,000.00) Principal, EIGHT HUNDRED
ONE DOLLARS AND FIFTY CENTS ($801.50) in Attorney's Fees, with costs in the sum
of TWO HUNDRED FIFTY-ONE DOLLARS AND NO CENTS ($251.00) making a total of
FIFTY-SIX THOUSAND FIFTY-TWO DOLLARS AND FIFTY CENTS (56,052.50), that shall
bear interest at the rate of Ten (10) Percent per annum,
IT IS FURTHER ORDERED AND ADJUDGED that Plaintiff, David M. Bovi, P.A.
shall recover from Defendant CHAMELEON HOLDINGS, INC., a Florida Corporation,
FIFTEEN THOUSAND (15,000) SHARES of Post Reverse-Split Stock of HARBOR TOWN
HOLDING GROUP I, INC., a Florida Corporation, ALL FOR WHICH LET EXECUTION
ISSUE.
DONE AND ORDERED at Palm Beach County, Florida this 24th day of May,
1999.
/s/ Hon. James T. Carlisle
HON. JAMES T. CARLISLE
Circuit Court Judge
copies furnished to:
Michael S. Mersky, Esq.
315 11th Street
West Palm Beach, FL 33401
Chameleon Holdings, Inc. James Kotsaftis
c/o Corporate Access, Inc. 9806 55th Ave. North
1116-D Thomasville Road St. Petersburg, FL 33708
Tallahassee, FL 32303
I certify this document to be a true copy of the record in my office
this FIRST day of JUNE, 1999
DOROTHY H. WILKEN, Clerk of Court, Palm Beach County, FL
By /s/Anisa Carter, Deputy Clerk
<PAGE>
Exhibit "B"
IN THE CIRCUIT COURT OF THE
FIFTEENTH JUDICIAL COURT,
IN AND FOR PALM BEACH COUNTY,
FLORIDA
DAVID M. BOVI,
Plaintiff,
CASE NO: CL 99-3507 AE
vs.
CHAMELEON HOLDINGS, INC.,
a Florida Corporation and
JAMES KOTSAFTIS,
Defendants.
________________________________________
FINAL JUDGEMENT TRANSFERRING LEGAL INTEREST
This action was heard after entry of default against Defendant, JAMES
KOTSAFTIS,
IT IS ORDERED AND ADJUDGED as follows:
1. All of Defendant JAMES KOTSAFTIS' right, title and interest in that
certain balloon promissory note dated September 30, 1994, and mortgage and
assignment thereof by T.G.F. PROPERTIES, INC. to JAMES KOTSAFTIS, ANDREW
KOTSAFTIS, JILL E. KOTSAFTIS and VICKI L KOTSAFTIS recorded on October 4, 1984
in Official Record Book 8801, Page 2082 and Plat Book 3, Page 54 of the Public
Records of Pinellas County, Florida, concerning the real property more
particularly described as
Lots 9 and 10, Block 7, Mitchell's Beach, as recorded in Plat Book 3,
Page 54, of the Public Records of Pinellas County, Florida; and commonly known
as the Arrow Motel, located at 13398 Gulf Lane, Madeira Beach, Florida 33708
ARE HEREBY TRANSFERRED to Plaintiff, DAVID M. BOVI, P.A. and that all of
Defendant JAMES KOTSAFTIS' right, title and interest in the above-described
balloon promissory note and mortgage are hereby EXTINGUISHED.
2. Plaintiff is hereby appointed as attorney-in-fact for Defendant
KOTSAFTIS for the purpose of effectuating the transfer of the above-referenced
promissory note and mortgage, pursuant to paragraphs 2 and 4 of the subject
Pledge Agreement.
3. Defendant shall pay to Plaintiff forthwith all mortgage payments
received by Defendant KOTSAFTIS from T.G.F. Properties, Inc. since the April
1, 1999 default of the Promissory Note from Defendant CHAMELEON HOLDINGS, INC.
to Plaintiff which is the subject of this action. Payment shall be made c/o
MICHAEL S. MERSKY, TRUST ACCOUNT.
4. If the value of the above-referenced promissory note and mortgage or
the proceeds thereof are not sufficient to satisfy the
<PAGE>
BOVI/fjk
Page 2
indebtedness on the Promissory Note from Defendants CHAMELEON HOLDINGS, INC.
and JAMES KOTSAFTIS which is the subject of this action, the Court shall enter
a deficiency judgement against Defendant KOTSAFTIS for the amount of said
deficiency upon proper application by Plaintiff, pursuant to paragraph 4 of
the Pledge Agreement herein.
5. Defendant KOTSAFTIS shall comply with all terms of the Pledge
Agreement herein.
6. The Court hereby reserves jurisdiction to enter such further Orders as
are necessary to preserve and secure Plaintiff's interest in the
above-referenced Promissory Note and Mortgage pursuant to Pledge Agreement and
to otherwise effectuate the terms of the Final Judgements in this cause.
ALL FOR WHICH LET EXECUTION ISSUE
DONE AND ORDERED at Palm Beach County, Florida this 24th day of May,
1999.
/s/ Hon. James T. Carlisle
HON. JAMES T. CARLISLE
Circuit Court Judge
copies furnished to:
Michael S. Mersky, Esq.
315 11th Street
West Palm Beach, FL 33401
Chameleon Holdings, Inc. James Kotsaftis
c/o Corporate Access, Inc. 9806 55th Ave. North
1116-D Thomasville Road St. Petersburg, FL 33708
Tallahassee, FL 32303
I certify this document to be a true copy of the record in my office
this FIRST day of JUNE, 1999
DOROTHY H. WILKEN, Clerk of Court, Palm Beach County, FL
By /s/Anisa Carter, Deputy Clerk
<PAGE>
Exhibit "C"
CERTIFICATE OF THE PRESIDENT AND SECRETARY
OF HARBOR TOWN HOLDING GROUP I, INC.
July 31, 1999
I, Frankie S. "Buddy" Winsett, President and Secretary of Harbor Town
Holding Group I, Inc., a Florida corporation, (the "Company") make the
following representations regarding the Company.
1. There are 50,000,000 shares of no par value common stock authorized, of
which 20,200,000 are issued and outstanding. There are no shares held
as treasury stock and 29,800,000 shares have never been issued. No other
shares are authorized issued and outstanding. All outstanding shares are
fully paid and non assessable, free of liens, encumbrances, options,
restrictions and legal or equitable rights of others not a party to this
Agreement. There are no outstanding subscriptions, options, rights,
warrants, convertible securities or other agreements or commitments
obligating the Company to issue or to transfer from treasury any
additional shares of its common stock.
2. Of the 20,200,000 shares issued, 17,631,250 are held by Chameleon
Holdings, Inc., which it acquired on October 8, 1998. Chameleon has good
and marketable title to all of the securities to be reverted back to
David M. Bovi, P.A., Escrow Agent (the "Plaintiff") pursuant to this
Agreement. The securities to be transferred to the Plaintiff will be, at
closing, free and clear of all liens, security interest, pledges,
charges, claim, encumbrances and restrictions of any kind. None of such
shares are or will be subject to any voting trust or agreement. No
person holds or has the right to receive any proxy or similar
instrument with respect to such shares. Except as provided in this
Agreement, neither Chameleon nor Winsett nor any other shareholder of
Chameleon are parties to any agreement which offers or grants to any
person the right to purchase or acquire any of the securities to be
transferred to the Plaintiff. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a result of the
transfer of the shares by the Plaintiff, impair, restrict or delay the
Plaintiff's voting rights with respect to the shares.
3. The Company is in good standing in the State of Florida, and attached
hereto is a certificate of good standing from the state of Florida dated
within 10 days from the date first above written.
4. The Company's Directors consist of myself, Ronald W. Hayes, Jr. and
William R. Colucci. Since October 8, 1998, no other persons has served
in the capacity a director of the Company. Since October 8, 1998, I have
served as the sole officer of the Company.
CHAMELEON HOLDINGS, INC.
__________________________
Frankie S. "Buddy" Winsett,
President, Secretary
<PAGE>
Exhibit "D"
IN THE CIRCUIT COURT OF THE
FIFTEENTH JUDICIAL COURT,
IN AND FOR PALM BEACH COUNTY,
FLORIDA
DAVID M. BOVI,
Plaintiff,
CASE NO: CL 99-3507 AE
vs.
CHAMELEON HOLDINGS, INC.,
a Florida Corporation and
JAMES KOTSAFTIS,
Defendants.
________________________________________
AGREED ORDER RATIFYING STIPULATION IN LIEU OF EXECUTION AND
AGREEMENT TO TRANSFER SHARES OF HARBOR TOWN HOLDING GROUP I, INC.
THIS CAUSE having come before the Court upon the parties' Stipulation in
Lieu of Execution and Agreement to Transfer Shares of Harbor Town Holding
Group I, Inc., (hereinafter "Stipulation and Agreement"), a copy of which is
attached hereto as Exhibit "A", the Court being otherwise fully advised in the
premises, it is hereby
ORDERED AND ADJUDGED that the aforesaid Stipulation and Agreement is
hereby ratified and the parties are ordered to comply with all matters
contained herein. The Court reserves jurisdiction to enforce the terms of the
Stipulation and Agreement.
DONE AND ORDERED in Chambers at West Palm Beach, Palm Beach County,
Florida, this _____ day of July, 1999.
BY:_____________________________
HON. JAMES T. CARLISLE
Circuit Court Judge
copies furnished:
Michael S. Mersky, Esq.
315 11th Street
West Palm Beach, FL 33401
Chameleon Holdings, Inc. James Kotsaftis
c/o Corporate Access, Inc. 9806 55th Ave. North
1116-D Thomasville Road St. Petersburg, FL 33708
Tallahassee, FL 32303
<PAGE>
Schedule "A"
1. Form 8-K regarding change in control of Company from Wheeler Group
II, Inc. to Chameleon Holdings;
2. Form 10K-SB for Fiscal year ended 1998; and
3. Form 10Q-SB for period ended June 30, 1999.
[EXHIBIT B]
STOCK PURCHASE AGREEMENT
This Agreement, dated this 20th day of August, 1999, by and between David
M. Bovi ("Seller"), Ronald W. Hayes, Jr. and William R. Colucci
(collectively referred to herein as "the Buyers") is made for the purpose of
setting forth the terms and conditions upon which the Seller will sell to the
Buyers a total of 8,815,625 shares of Harbor Town Holding Group I, Inc., ("the
Company") common stock, no par value.
In consideration of the mutual promises, covenants and representations
contained herein, the parties agree as follows:
ARTICLE 1 - SALE OF SECURITIES
Subject to the terms and conditions of this Agreement, Seller agrees to
sell and the Buyers agree to purchase 8,815,625 shares of the Company's common
stock, to be distributed to Buyers as more fully described in Schedule "A",
attached hereto and made a part hereof, in exchange for $10.00 cash and the
promise and commitment to fund and finance the Company's operations, on an as
needed basis, in the amount of up to $27,500.00.
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES
Seller represents and warrants the following to the Buyer:
1. Title. Seller has good and marketable title to all of the
securities to be sold to the Buyers pursuant to this Agreement. The
securities to be sold to the Buyers will be, at closing, free and clear of all
liens, security interest, pledges, charges, claim, encumbrances and
restrictions of any kind, other than affiliate "control share" restrictions.
None of such shares are or will be subject to any voting trust or agreement.
No person holds or has the right to receive any proxy or similar instrument
with respect to such shares. Except as provided in this Agreement, the Seller
is not a party to any agreement which offers or grants to any person the right
to purchase or acquire any of the securities to be sold to the Buyer. So long
as the Company's board of directors approves this Agreement pursuant to
applicable Florida statutes, there is no applicable local, state or federal
law, rule, regulation, or decree which would, as a result of the purchase of
the shares by the Buyer, impair, restrict or delay the Buyer's voting rights
with respect to the shares.
Buyers represent and warrant the following to the Seller:
1. Restrictions on Transfer. Buyers acknowledge that the shares
offered hereby have not been registered under the Act, nor pursuant to the
provisions of the securities act of any state. The shares offered herein will
be sold without benefit of registration under the federal and state securities
acts by reason of specific exemptions from registration provided by such acts.
2. Buyers acknowledge that there are substantial restrictions on the
transferability of Seller's shares of common stock, as such securities
constitute "affiliate control shares". These securities may not be sold
unless such sale is exempt from registration under the Securities Act and
applicable state securities laws. Buyer shall be responsible for compliance
with all conditions on transfer imposed by applicable securities laws.
3. Legends. The certificates representing Seller's shares of common
stock shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE AFFILIATE "CONTROL SHARES" AND
MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF BY A SHAREHOLDER ONLY IN
COMPLIANCE WITH BOTH FEDERAL AND STATE SECURITIES LAWS.
ARTICLE 3 - COVENANTS OF THE PARTIES
1. Further Assurances. Consistent with the terms and conditions
hereof, each party hereto will execute and deliver such instruments and take
such other action as the other parties hereto may reasonably require in order
to carry out this Agreement and the transactions contemplated hereby and
thereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
ATTEST: SELLER
By: /s/ David M. Bovi
_______________________ David M. Bovi
BUYERS:
By:
_______________________ /s/ Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr.
By:
_______________________ /s/ William R. Colucci
William R. Colucci
SCHEDULE "A" TO STOCK PURCHASE AGREEMENT
Buyer Number of Shares Purchased
Ronald W. Hayes, Jr. 7,015,625
William R. Colucci 1,800,000
