<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 24, 1999
Date of Report (Date of earliest event reported)
REVENGE MARINE, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-25003 36-3051776
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2051 NW 11TH STREET
MIAMI, FLORIDA 33125
(Address of principal executive offices, including zip code)
(305) 643-0334
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events.
SALE OF THE EGRET AND BLACKFIN ASSETS
Revenge Marine, Inc., a Nevada corporation ("Revenge") Revenge Marine,
Inc. (a Nevada Corporation) and its wholly owned subsidiary Revenge Marine, Inc.
(a Delaware Corporation) each having its principal place of business at 2051
N.W. 11th Street, Miami, Florida 33125 (collectively, "Revenge") and FINOVA
Capital Corporation ("FINOVA")entered into a certain Loan and Security Agreement
dated October 23, 1998 and that certain amendment thereto dated as of March 17,
1999 (collectively, the "Security Agreement"). Pursuant to the Security
Agreement, FINOVA made loans to Revenge, the outstanding balance of which was
$2,041,500 on August 24, 1999 (the "Obligations"), that were secured by a
security interest in all of the assets of Revenge.
Revenge was in default under the Security Agreement on multiple
occasions, including non-payment of principal beginning on January 1, 1999 and
non-payment of interest and principal on July 1, 1999. In August, 1999, Revenge
consented to the peaceful possession by FINOVA of most of the assets of Revenge.
Pursuant to its rights under the Security Agreement, FINOVA arranged for a sale
of the substantial bulk of the Revenge Assets to two purchasers.
On August 24, 1999, Revenge and FINOVA consummated two transactions in
which the bulk of the Revenge assets were conveyed to purchasers who assumed
and/or repaid the Obligations. The assets of Egret Boat Company, which include
the molds and equipment necessary to manufacture the line of Egret boats were
sold to Consolidated Yacht Corporation for the sum of $550,000 payable to FINOVA
toward the Obligations. Consolidated Yacht Corporation financed the $550,000
purchase price by borrowing the same from FINOVA under a separate Loan and
Security Agreement. Consolidated Yacht Corporation is controlled by its majority
stockholder James Gardiner. James Gardiner is a director, officer and 10% or
greater shareholder of Revenge.
The assets required to manufacture the Blackfin line of boats,
including the molds and tooling related thereto, were sold to HSPC Acquisition
Corp. for $1,650,000, payable to FINOVA toward the Obligations("Blackfin
Purchase Price"). The Blackfin Purchase Price was tendered in cash of $150,000
and promissory notes payable to FINOVA in the amount of $1,500,000. The
promissory notes are governed by a separate Loan and Security Agreement between
FINOVA and HSPC Acquisition Corp.
SALE OF THE CONSOLIDATED MARINE ASSETS TO CONSOLIDATED YACHT CORPORATION
The assets of Revenge known as the Consolidated Marine assets which
were purchased from Consolidated Yacht Corporation in June and August of 1998
and used in the repair and refurbishing of yachts, were sold back to
Consolidated Yacht Corporation in a transaction which was effective as of June
30, 1999 but which was subject to the condition subsequent of the satisfaction
of the Obligations to FINOVA which occurred on August 24, 1999.
Officer, Director and greater than 10% shareholder of Revenge, James
Gardiner, is the controlling shareholder of Consolidated Yacht
Corporation("CYC"). Under the agreement with CYC, James Gardiner agrees to
cancel all existing indebtedness owed to him by Revenge and return all but
400,000 shares of common stock in Revenge held by him to treasury. Gardiner has
also agreed to assume liabilities of Revenge concerning the lease with
2
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Miami River Partners, dated July, 1999. Revenge has agreed to fully vest all of
James Gardiner's stock options in Revenge.
LETTER OF INTENT WITH REELFISHING.COM
On August 24, 1999, Revenge entered into a letter of intent ("LOI")with
Reel Fishing Corporation ("Reelfishing"), a Delaware corporation, concerning a
merger between Revenge and Reelfishing. Under the terms of the LOI, Revenge
would acquire all of the issued and outstanding shares of Reelfishing in
exchange for (1) a loan of $250,000 and (2) 65% of the capital stock of Revenge.
There are a number of conditions to the merger, including the funding of a loan
of $250,000 from Revenge to Reelfishing. Under the LOI, Revenge was to have made
the loan to Reelfishing on or before September 7, 1999. To date, the loan has
not yet been made.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Collateral Sale Agreement between Revenge Marine, Inc., FINOVA
Capital Corporation and HSPC Acquisition Corporation, a
Florida Corporation, dated August 24, 1999.
2.2 Collateral Sale Agreement between Revenge Marine, Inc., FINOVA
Capital Corporation and Consolidated Yacht Corporation, a
Florida Corporation, dated August 24, 1999.
2.3 Asset Purchase Agreement between Revenge Marine, Inc. and
Consolidated Yacht Corporation, a Florida Corporation, dated
June 30, 1999.
2.4 Letter of Intent between Revenge Marine, Inc. and Reel Fishing
Corporation, a Delaware corporation, dated August 24, 1999.
3
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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.
REVENGE MARINE, INC.
Dated: September 9, 1999 By: /s/ William C. Robinson
---------------------------------
William C. Robinson
President
4
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Collateral Sale Agreement between Revenge Marine, Inc., FINOVA
Capital Corporation and HSPC Acquisition Corporation, a
Florida Corporation, dated August 24, 1999.
2.2 Collateral Sale Agreement between Revenge Marine, Inc., FINOVA
Capital Corporation and Consolidated Yacht Corporation, a
Florida Corporation, dated August 24, 1999.
2.3 Asset Purchase Agreement between Revenge Marine, Inc. and
Consolidated Yacht Corporation, a Florida Corporation, dated
June 30, 1999.
2.4 Letter of Intent between Revenge Marine, Inc. and Reel Fishing
Corporation, a Delaware corporation, dated August 24, 1999.
5
<PAGE> 1
Exhibit 2.1
COLLATERAL SALE AGREEMENT
This Agreement, dated as of August [ ], 1999, is by and
between FINOVA Capital Corporation ("FINOVA"), a Delaware corporation whose
address is 111 West 40th Street, New York, New York 10018, and HSPC ACQUISITION
CORP. ("Buyer"), a Florida corporation whose address is 2630 Sugarloaf Lane,
Fort Lauderdale, Florida 33312 (each of the foregoing parties is referred to
herein individually as a "Party" and collectively as the "Parties").
RECITALS:
WHEREAS, Revenge Marine, Inc. (a Nevada Corporation) and
Revenge Marine, Inc. (a Delaware Corporation) each having its principal place of
business at 2051 N.W. 11th Street Miami, Florida 33125 (collectively, "Revenge")
and FINOVA entered into a certain Loan and Security Agreement dated October 23,
1998 and that certain amendment thereto dated as of March 17, 1999
(collectively, the "Security Agreement"); and
WHEREAS, pursuant to the Security Agreement, FINOVA made loans
to Revenge, the current outstanding balance of which is [$2,041,500] (the
"Obligations"), that are secured by a security interest in all of the assets of
Revenge, inclusive of those assets being sold herein to Buyer; and
WHEREAS, FINOVA filed UCC-1 financing statements in the State
of Florida; and
WHEREAS, certain defaults exist under the Security Agreement
and Revenge has granted to FINOVA peaceful possession of the assets; and
WHEREAS, Buyer desires to buy the Blackfin Yacht assets, more
specifically described in the Schedule attached hereto as Schedule "A"
("Blackfin Assets"), and FINOVA desires to cause a sale of the Blackfin Assets
to the Buyer.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual
representations, warranties, covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, parties hereto, each intending to be legally bound, agree as
follows:
1. SALE OF ASSETS.
(a) Effective upon the Transfer Date (as hereinafter
defined), and subject to the terms and conditions set forth herein, FINOVA
hereby sells, assigns and transfers to Buyer and Buyer hereby agrees to purchase
and accept from FINOVA, all right, title and interest of FINOVA in and to the
Blackfin Assets. Except as expressly set forth herein, the sale,
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assignment and transfer of the Assets is and shall be made "AS IS", "WHERE IS",
"WITH ALL FAULTS".
(b) The sale of Assets does not include Blackfin
Yacht model 29' open, hull no. RVN200002G999, with Twin Yanmar GLPST2E 300 HP
Sterndrive and Blackfin Yacht model 33' Blackfin Convertible, with Caterpillar
Diesel 3208 TA 435 HP.
2. PURCHASE PRICE. The purchase price for the Blackfin Assets
is payable as follows:
(a) $150,000 in cash (the "Cash Purchase Price");
(b) a $800,000 promissory note (the "$800,000 Note"),
in the form annexed hereto as Exhibit B; and
(c) a $700,000 promissory note (the "$700,000 Note"),
in the form annexed hereto as Exhibit C; and
3. CLOSING. The closing of the transactions contemplated
herein shall occur by:
(a) the delivery by each of FINOVA and the Buyer to
the other of a duly completed and executed counterpart of this Agreement;
(b) the delivery to FINOVA of the Cash Purchase Price
in immediately available funds to FINOVA's account in accordance with the wire
instructions set forth on the signature page hereto.
(c) the delivery to FINOVA of the fully executed loan
documents enumerated on Schedule D attached hereto (the "Loan Documents"), which
Loan Documents shall be in form and substance satisfactory to FINOVA in its
complete and absolute discretion, and any other documents that FINOVA in its
sole and absolute discretion shall deem necessary; and
(d) upon FINOVA's receipt of the fully executed Loan
Documents, the executed counterpart of this Agreement and the Cash Purchase
Price, FINOVA shall deliver to Buyer a duly executed Bill of Sale, selling
FINOVA's right, title and interest in and to the Blackfin Assets in the form
annexed hereto as Schedule E (the "Transfer Date").
4. TIME IS OF THE ESSENCE. Buyer acknowledges and agrees that
each and every one of the dates, time periods and time limitations set forth in
this Agreement shall be of the essence of this Agreement as against Buyer.
5. BUYER'S REPRESENTATIONS. The Buyer hereby represents and
warrants to FINOVA as follows:
(a) BUYER'S GOOD STANDING AND AUTHORITY. It is
validly existing and in good standing under the laws of the State of Florida,
and has all requisite power and authority to execute and deliver this Agreement,
and to consummate the transactions contemplated hereby, and has obtained all
consents and approvals, and made all registrations, required to be made or
obtained by it in connection herewith.
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(b) NO CONTRAVENTION. The execution, delivery and
performance of this Agreement, delivered by it in connection herewith does not
violate (i) any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect having applicability to it,
(ii) any contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which it may be bound or to which any of its assets is subject, or
(iii) any provision of its charter or by-laws.
(c) VALIDITY. This Agreement is binding upon and is
enforceable against the Buyer in accordance with its terms.
(d) REGISTRATION. No registration with or consent or
approval of, or any other action by, any governmental authority or any other
person is required in connection with its execution, delivery and performance
of, or is necessary for the validity or enforceability of this Agreement.
(e) NO INVESTMENT ADVICE. It acknowledges that FINOVA
has not given any investment advice, credit information or rendered any opinion
as to whether the purchase of the Assets is prudent.
(f) SOPHISTICATED BUYER. Buyer is a sophisticated
purchaser with respect to the Assets and has adequate information to make
informed decisions regarding the purchase of the Assets and has, independently
and based upon such information as it has deemed appropriate, made its own
independent decision to enter into this Agreement. Buyer acknowledges and
understands that no employee, agent, representative or attorney of FINOVA has
been authorized to make, and that the Buyer has not relied upon and shall not be
entitled to rely upon, any statements or representations other than those
specifically contained in this Agreement.
(g) DUE DILIGENCE. Prior to executing this Agreement,
Buyer has made or has been given the opportunity to make such examinations,
reviews and investigations as it deems necessary or appropriate in making its
decision to purchase the Assets. Buyer has obtained legal counsel, and has such
knowledge or experience in the business of Revenge and related business matters
as to be able, either alone or with its representatives, advisors or legal
counsel, to calculate the merits and risks of purchasing the Assets. Buyer has
been and will continue to be solely responsible for the making of its own
independent investigation as to all aspects of the Assets.
(h) NO REPRESENTATIONS. FINOVA does not and will not
make any oral or written representations, warranties, promises or guarantees
whatsoever, whether expressed or implied, concerning or with regard to, and
expressly disclaims any liability or obligation with respect to, concerning or
relating to, any of the Assets.
(i) NO BROKER. FINOVA shall not be liable for any
broker, finder or other person or entity acting pursuant to the authority of
Buyer in connection with the transactions contemplated hereby.
(j) NO RECOURSE. Buyer acknowledges that the
assignment and transfer of the Assets to Buyer is irrevocable and Buyer has no
recourse to FINOVA, except as may otherwise be provided herein.
<PAGE> 4
6. NO WAIVER. Each of the Guarantors of the debts and
obligations of Revenge, each of whom is a signatory hereto ("Guarantors"),
agrees and acknowledges that they shall remain liable to FINOVA under the terms
of their respective guarantys delivered to FINOVA with respect to any deficiency
resulting from the sale of assets to Buyer and to any other third parties and
that nothing herein shall be deemed a waiver by FINOVA of its rights against the
Guarantors and each of the Guarantors agrees and acknowledges that with respect
to the calculation of any deficiency resulting from the sale of the assets of
Revenge, only cash proceeds actually received by FINOVA from the purchaser(s) or
transferee(s) of the assets shall be credited against the Obligations and that
any non-cash consideration shall not be credited against the Obligations unless
and until such non-cash consideration results in FINOVA receiving actual cash
proceeds.
7. COSTS AND EXPENSES.
Each Party shall bear its own costs, out-of-pocket fees and
expenses, including attorneys' fees, incurred in connection with the
preparation, negotiation and consummation of this Agreement. Buyer shall pay any
transfer, conveyance, real property transfer, mortgage or mortgage recording,
sales, use, value added, stock or note transfer and stamp taxes, any recording,
registration or other similar taxes, expenses or fees and any penalties,
interest and fees thereon, imposed by any taxing authority, recording officer or
register, or other governmental authority in connection with the transactions
contemplate
8. NOTICES. All notices between parties shall be in writing.
Notices delivered personally or by telecopier shall be deemed received on the
same business day if delivered personally or by telecopier before 5:00 p.m. on
such day, and otherwise on the next day. Notices deposited with an overnight
courier service prior to this deadline on any business day shall be deemed
received on the next business day. Notices deposited in the mail, postage
prepaid, on any business day shall be deemed received on the third business day
following such deposit. All notices to the FINOVA shall be given to:
FINOVA Capital Corporation
111 West 40th Street
New York, New York 10018
Attention: James Bradley
Telephone: (212) 403-0731
Telecopier: (212) 403-0913
With a copy to:
Ruskin, Moscou, Evans & Faltischek
170 Old Country Road
Mineola, New York 11510
Attention: Vincent J. Coyle, Jr.
Telephone: (516) 663-6517
Telecopier: (516) 663-6678
<PAGE> 5
All notices to the Buyer shall be given to:
HSPC ACQUISITION CORP.
2630 Sugarloaf Lane
Fort Lauderdale, Florida 33312
Attention: [ ]
Telephone No.:
Telecopier No.:
With a copy to:
Attention:
Telephone:
Telecopier:
9. FINAL INTEGRATION. All exhibits referred to in this
Agreement and incorporated herein and made a part hereof. This Agreement and the
exhibits hereto shall serve as a final integration and expression of all
agreements between FINOVA and the Buyer with respect to the subject matter
hereof, and any previous agreement, representation or warranty, whether oral or
written, shall have no force effect.
10. CHOICE OF LAW; JURISDICTION. This Agreement shall be
governed by and interpreted in accordance with the internal laws of the State of
Arizona. Each Party hereby irrevocably consents to the personal jurisdiction in
any state or federal court located in Maricopa County, Arizona in any action to
enforce, interpret or construe any provision of this Agreement or of any other
agreement or document delivered in connection with this Agreement. EACH PARTY
WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR
COUNTERCLAIM INSTITUTED WITH RESPECT TO THIS AGREEMENT.
11. SURVIVAL OF REPRESENTATIONS. All representations,
warranties, covenants, disclaimers, acknowledgements and agreements made by the
parties hereto shall be considered to have been relied upon by the Parties and
shall survive the execution, delivery and performance of this Agreement and all
other documents contemplated herein.
12. AMENDMENTS. No amendments of any provision of this
Agreement shall be effective unless it is in writing and signed by FINOVA and
the Buyer, and no waiver of any provision of this Agreement nor consent to any
departure by the FINOVA or the Buyer therefrom, shall be effective unless it is
in writing and signed by each of the other parties, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
13. HEADINGS. The headings of the sections and subsections of
this Agreement are for informational purposes only, do not constitute a part of
this Agreement and shall not affect the interpretation hereof.
14. COUNTERPARTS. This Agreement may be executed in
counterparts each of which when so executed shall be original but all such
counterparts shall together constitute but one and the same instrument.
Transmission by telecopier of an executed counterpart of this Agreement shall be
deemed to constitute due and sufficient delivery of such counterpart, PROVIDED
that the Party so delivering such counterpart shall, promptly after such
delivery, deliver the original of such counterpart of this Agreement to each of
the other Parties.
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15. NO THIRD PARTY BENEFICIARIES. This Agreement is intended
to govern certain rights and obligations among the Parties hereto and it is the
intent of the Parties that there shall be no third-party beneficiaries
hereunder.
16. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of, and be enforceable by the Parties and their
respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Agreement on the date first above written.
FINOVA CAPITAL CORPORATION
By:
-----------------------------------
Name: James Bradley
Title: Assistant Vice President
ASSIGNOR'S WIRE INSTRUCTIONS:
Name of Bank: Citibank
ABA No.: 021000089
Account Name: FINOVA Capital Corporation
Account No.: 407-51-896
Reference: Revenge Marine
OBI ZQX 35449 ZQX
HSPC ACQUISITION CORP.
By:
-----------------------------------
Name: Alvin K. Wright
Title: Chief Executive Officer
AGREED AND
CONSENTED TO:
Revenge Marine, Inc. (A Delaware Corporation)
Revenge Marine, Inc. (A Nevada Corporation)
By:
---------------------------
Name: William Robinson,
Title: President
Consolidated Marine, Inc., Guarantor
By:
---------------------------
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Allied Capital Corporation, Guarantor
By:
---------------------------
Capital Markets Alliance, Guarantor
By:
---------------------------
Revenge Marine, Inc. (Oklahoma), Guarantor
By:
---------------------------
- ------------------------------
William Robinson, Guarantor
- ------------------------------
Scott Flanders, Guarantor
- ------------------------------
Jim Gardiner, Guarantor
By:
---------------------------------------
James Bradley, Assistant Vice President
<PAGE> 1
Exhibit 2.2
AGREEMENT
This Agreement, dated as of August [ ], 1999, is by and
between FINOVA Capital Corporation ("FINOVA"), a Delaware corporation whose
address is 111 West 40th Street, New York, New York 10018, and Consolidated
Yacht Corporation ("Buyer"), a Florida corporation whose address is 2411 S.W. 29
Way, Fort Lauderdale, Florida 33312 (each of the foregoing parties is referred
to herein individually as a "Party" and collectively as the "Parties").
RECITALS:
WHEREAS, Revenge Marine, Inc. (a Nevada Corporation) and
Revenge Marine, Inc. (a Delaware Corporation) each having its principal place of
business at 2051 N.W. 11th Street Miami, Florida 33125 (collectively, "Revenge")
and FINOVA entered into a certain Loan and Security Agreement dated October 23,
1998 and that certain amendment thereto dated as of March 17, 1999
(collectively, the "Security Agreement"); and
WHEREAS, pursuant to the Security Agreement, FINOVA made loans
to Revenge, the current outstanding balance of which is [$2,041,500] (the
"Obligations"), that are secured by a security interest in all of the assets of
Revenge, inclusive of those assets being sold herein to Buyer; and
WHEREAS, FINOVA filed UCC-1 financing statements in the State
of Florida; and
WHEREAS, certain defaults exist under the Security Agreement
and Revenge has granted to FINOVA peaceful possession of the assets; and
WHEREAS, Buyer desires to buy the Egret Boat Company assets,
more specifically described in the Schedule attached hereto as Schedule "A"
("Egret Assets"), and FINOVA desires to cause a sale of the Egret Assets to the
Buyer.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual
representations, warranties, covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, parties hereto, each intending to be legally bound, agree as
follows:
1. SALE OF ASSETS.
(a) Effective upon the Transfer Date (as hereinafter
defined), and subject to the terms and conditions set forth herein, FINOVA
hereby sells, assigns and transfers to Buyer and Buyer hereby agrees to purchase
and accept from FINOVA, all right, title and interest of FINOVA in and to the
Egret Assets. Except as expressly set forth herein, the sale,
<PAGE> 2
assignment and transfer of the Assets is and shall be made "AS IS", "WHERE IS",
"WITH ALL FAULTS".
2. PURCHASE PRICE. The purchase price for the Egret Assets is
$550,000 payable to FINOVA in accordance with the terms and conditions set forth
in the loan and security agreement, the secured promissory note and other
documents, instruments and agreements to be entered into between FINOVA and
Buyer (the "Loan Documents") not later than August __, 1999, which Loan
Documents are enumerated on Schedule "B" attached hereto and shall be in form
and substance satisfactory to FINOVA in its complete and absolute discretion.
3. CLOSING. The closing of the transactions contemplated
herein shall occur by:
(a) the delivery by each of FINOVA and the Buyer to
the other of a duly completed and executed counterpart of this Agreement;
(b) the delivery to FINOVA of the fully executed Loan
Documents, and any other documents that FINOVA in its sole and absolute
discretion shall deem necessary; and
(c) upon FINOVA's receipt of the fully executed Loan
document and the executed counterpart of this Agreement, FINOVA shall deliver to
Buyer a duly executed Bill of Sale, selling FINOVA's right, title and interest
in and to the Egret Assets in the form annexed hereto as Schedule C (the
"Transfer Date").
4. TIME IS OF THE ESSENCE. Buyer acknowledges and agrees that
each and every one of the dates, time periods and time limitations set forth in
this Agreement shall be of the essence of this Agreement as against Buyer.
5. BUYER'S REPRESENTATIONS. The Buyer hereby represents and
warrants to FINOVA as follows:
(a) BUYER'S GOOD STANDING AND AUTHORITY. It is
validly existing and in good standing under the laws of the State of Florida,
and has all requisite power and authority to execute and deliver this Agreement,
and to consummate the transactions contemplated hereby, and has obtained all
consents and approvals, and made all registrations, required to be made or
obtained by it in connection herewith.
(b) NO CONTRAVENTION. The execution, delivery and
performance of this Agreement, delivered by it in connection herewith does not
violate (i) any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect having applicability to it,
(ii) any contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which it may be bound or to which any of its assets is subject, or
(iii) any provision of its charter or by-laws.
(c) VALIDITY. This Agreement is binding upon and is
enforceable against the Buyer in accordance with its terms.
(d) REGISTRATION. No registration with or consent or
approval of, or any other action by, any governmental authority or any other
person is required in connection
2
<PAGE> 3
with its execution, delivery and performance of, or is necessary for the
validity or enforceability of this Agreement.
(e) NO INVESTMENT ADVICE. It acknowledges that FINOVA
has not given any investment advice, credit information or rendered any opinion
as to whether the purchase of the Assets is prudent.
(f) SOPHISTICATED BUYER. Buyer is a sophisticated
purchaser with respect to the Assets and has adequate information to make
informed decisions regarding the purchase of the Assets and has, independently
and based upon such information as it has deemed appropriate, made its own
independent decision to enter into this Agreement. Buyer acknowledges and
understands that no employee, agent, representative or attorney of FINOVA has
been authorized to make, and that the Buyer has not relied upon and shall not be
entitled to rely upon, any statements or representations other than those
specifically contained in this Agreement.
(g) DUE DILIGENCE. Prior to executing this Agreement,
Buyer has made or has been given the opportunity to make such examinations,
reviews and investigations as it deems necessary or appropriate in making its
decision to purchase the Assets. Buyer has obtained legal counsel, and has such
knowledge or experience in the business of Revenge and related business matters
as to be able, either alone or with its representatives, advisors or legal
counsel, to calculate the merits and risks of purchasing the Assets. Buyer has
been and will continue to be solely responsible for the making of its own
independent investigation as to all aspects of the Assets.
(h) NO REPRESENTATIONS. FINOVA does not and will not
make any oral or written representations, warranties, promises or guarantees
whatsoever, whether expressed or implied, concerning or with regard to, and
expressly disclaims any liability or obligation with respect to, concerning or
relating to, any of the Assets.
(i) NO BROKER. FINOVA shall not be liable for any
broker, finder or other person or entity acting pursuant to the authority of
Buyer in connection with the transactions contemplated hereby.
(j) NO RECOURSE. Buyer acknowledges that the
assignment and transfer of the Assets to Buyer is irrevocable and Buyer has no
recourse to FINOVA, except as may otherwise be provided herein.
6. NO WAIVER. Each of the Guarantors of the debts and
obligations of Revenge, each of whom is a signatory hereto ("Guarantors"),
agrees and acknowledges that they shall remain liable to FINOVA under the terms
of their respective guarantys delivered to FINOVA with respect to any deficiency
resulting from the sale of assets to Buyer and to any other third parties and
that nothing herein shall be deemed a waiver by FINOVA of its rights against the
Guarantors and each of the Guarantors agrees and acknowledges that with respect
to the calculation of any deficiency resulting from the sale of the assets of
Revenge, only cash proceeds actually received by FINOVA from the purchaser(s) or
transferee(s) of the assets shall be credited against the Obligations and that
any non-cash consideration shall not be credited against the Obligations unless
and until such non-cash consideration results in FINOVA receiving actual cash
proceeds.
3
<PAGE> 4
7. COSTS AND EXPENSES.
Each Party shall bear its own costs, out-of-pocket fees and
expenses, including attorneys' fees, incurred in connection with the
preparation, negotiation and consummation of this Agreement. Buyer shall pay any
transfer, conveyance, real property transfer, mortgage or mortgage recording,
sales, use, value added, stock or note transfer and stamp taxes, any recording,
registration or other similar taxes, expenses or fees and any penalties,
interest and fees thereon, imposed by any taxing authority, recording officer or
register, or other governmental authority in connection with the transactions
contemplate
8. NOTICES. All notices between parties shall be in writing.
Notices delivered personally or by telecopier shall be deemed received on the
same business day if delivered personally or by telecopier before 5:00 p.m. on
such day, and otherwise on the next day. Notices deposited with an overnight
courier service prior to this deadline on any business day shall be deemed
received on the next business day. Notices deposited in the mail, postage
prepaid, on any business day shall be deemed received on the third business day
following such deposit. All notices to the FINOVA shall be given to:
FINOVA Capital Corporation
111 West 40th Street
New York, New York 10018
Attention: James Bradley
Telephone: (212) 403-0731
Telecopier: (212) 403-0913
With a copy to:
Ruskin, Moscou, Evans & Faltischek
170 Old Country Road
Mineola, New York 11510
Attention: Vincent J. Coyle, Jr.
Telephone: (516) 663-6517
Telecopier: (516) 663-6678
All notices to the Buyer shall be given to:
Consolidated Yacht Corporation
2411 SW 29 Way
Fort Lauderdale, Florida 33312
Attention: Jim Gardiner
Telephone No.:
Telecopier No.:
4
<PAGE> 5
With a copy to:
Attention:
Telephone:
Telecopier:
9. FINAL INTEGRATION. All exhibits referred to in this
Agreement and incorporated herein and made a part hereof. This Agreement and the
exhibits hereto shall serve as a final integration and expression of all
agreements between FINOVA and the Buyer with respect to the subject matter
hereof, and any previous agreement, representation or warranty, whether oral or
written, shall have no force effect.
10. CHOICE OF LAW; JURISDICTION. This Agreement shall be
governed by and interpreted in accordance with the internal laws of the State of
Arizona. Each Party hereby irrevocably consents to the personal jurisdiction in
any state or federal court located in Maricopa County, Arizona in any action to
enforce, interpret or construe any provision of this Agreement or of any other
agreement or document delivered in connection with this Agreement. EACH PARTY
WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR
COUNTERCLAIM INSTITUTED WITH RESPECT TO THIS AGREEMENT.
11. SURVIVAL OF REPRESENTATIONS. All representations,
warranties, covenants, disclaimers, acknowledgements and agreements made by the
parties hereto shall be considered to have been relied upon by the Parties and
shall survive the execution, delivery and performance of this Agreement and all
other documents contemplated herein.
12. AMENDMENTS. No amendments of any provision of this
Agreement shall be effective unless it is in writing and signed by FINOVA and
the Buyer, and no waiver of any provision of this Agreement nor consent to any
departure by the FINOVA or the Buyer therefrom, shall be effective unless it is
in writing and signed by each of the other parties, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
13. HEADINGS. The headings of the sections and subsections of
this Agreement are for informational purposes only, do not constitute a part of
this Agreement and shall not affect the interpretation hereof.
14. COUNTERPARTS. This Agreement may be executed in
counterparts each of which when so executed shall be original but all such
counterparts shall together constitute but one and the same instrument.
Transmission by telecopier of an executed counterpart of this Agreement shall be
deemed to constitute due and sufficient delivery of such counterpart, PROVIDED
that the Party so delivering such counterpart shall, promptly after such
delivery, deliver the original of such counterpart of this Agreement to each of
the other Parties.
15. NO THIRD PARTY BENEFICIARIES. This Agreement is intended
to govern certain rights and obligations among the Parties hereto and it is the
intent of the Parties that there shall be no third-party beneficiaries
hereunder.
5
<PAGE> 6
16. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of, and be enforceable by the Parties and their
respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Agreement on the date first above written.
FINOVA CAPITAL CORPORATION
By:
----------------------------------
Name: James Bradley
Title: Assistant Vice President
CONSOLIDATED YACHT CORPORATION
By:
----------------------------------
Name: Jim Gardiner
Title: President
AGREED AND
CONSENTED TO:
Revenge Marine, Inc. (A Delaware Corporation)
Revenge Marine, Inc. (A Nevada Corporation)
By:
----------------------------------
Name: William Robinson,
Title: President
Egret Boat Company, Inc., Guarantor
By:
----------------------------------
Consolidated Marine, Inc., Guarantor
By:
----------------------------------
6
<PAGE> 7
Allied Capital Corporation, Guarantor
By:
----------------------------------
Capital Markets Alliance, Guarantor
By:
----------------------------------
Revenge Marine, Inc. (Oklahoma), Guarantor
By:
----------------------------------
- -------------------------------------
William Robinson, Guarantor
- -------------------------------------
Scott Flanders, Guarantor
- -------------------------------------
Jim Gardiner, Guarantor
- -------------------------------------
James Bradley, Assistant Vice President
7
<PAGE> 1
Exhibit 2.3
June 30, 1999
To the Parties Appearing on
The Signature Page hereto
RE: AGREEMENT BETWEEN REVENGE MARINE, INC. AND CONSOLIDATED YACHT
COMPANY, INC.
Gentlemen:
This letter constitutes an Agreement ("Agreement") between Revenge Marine, Inc.,
a Nevada Corporation ("Revenge") and Consolidated Yacht Company, Inc., a Florida
Corporation (Consolidated) concerning certain assets of Revenge to be purchased
by Consolidated. Reference is also made to certain shares of Revenge common
stock held by Jim Gardiner ("Gardiner's Shares").
Consolidated would like to purchase from Revenge certain assets of Revenge
further described on Exhibit A hereto (the "Assets"). As a material inducement
for Revenge to enter into this Agreement Consolidated and Jim Gardiner agrees to
settle all outstanding claims against Revenge and its officers, directors,
employees and shareholders and for additional consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. ASSET PURCHASE. Revenge agrees to sell and transfer the Assets and
all title and interest thereto, as is, where is, to Consolidated for
the cancellation of all indebtedness owed by Revenge to
Consolidated, including that certain promissory note, dated
September, 1998 and Bill of Sale Exhibit B hereto (the "Note").
2. OPTIONS. Consolidated Gardiner's options to purchase 605,000 common
shares of Revenge shall become immediately vested as of the date
hereof. Exhibit C hereto (the "Option").
3. RECEIVABLE. Revenge agrees to assign all receivables designated as
Consolidated's back to Consolidated Exhibit D hereto ( the
"Receivables").
4. INVENTORY. Any shortfall in the inventory originally received by
Revenge will be exchanged for additional equipment as designated by
Consolidated Exhibit E hereto ( the "Inventory").
<PAGE> 2
5. MONIES advanced by Jim Gardiner to Revenge. Revenge agrees to
transfer title to one Ford Van Exhibit F hereto ( the "Van"), in
exchange for monies advanced or owed to Jim Gardiner and
Consolidated.
6. STOCK. Jim Gardiner agrees to return back to Revenge all shares
issued under the Egret and Consolidated purchase agreement Exhibit G
hereto ( the "Shares") and to have them cancelled except for 400,000
shares.
7. LEASE'S. Consolidated agrees to assume the current defaulted lease
with Miami River Partners and Citicorp. Exhibit H hereto ( the
"Lease's") and have Revenge and William C. Robinson released from
any further obligations.
8. CHOICE OF LAW. This Agreement shall be governed by the laws of the
State of Nevada, without respect to its provisions on the conflicts
of laws.
9. COUNTERPARTS. This Agreement may be signed in counterparts, each of
which shall be deemed an original and all of which shall constitute
one instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and date
set forth above.
On behalf of Revenge Marine, Inc.
Revenge Marine, Inc.
a Nevada corporation
- ------------------------------
William C. Robinson
President and CEO
- -------------------------------
William C. Robinson
And Individual
On behalf of Consolidated Yacht Company, Inc.
Consolidated Yacht Company, Inc.
a Florida corporation
- ------------------------------
Jim Gardiner
President and CEO
- ----------------------------
Jim Gardiner
an Individual
<PAGE> 1
Exhibit 2.4
August 23, 1999
Richard L. Wilson
President
ReelFishing Corporation
5535 N. Military Trail, #1810
Raton Boca, FL 33496
Re: Letter of Intent between Reel Fishing Corporation and Revenge Marine, Inc.
Dear Mr. Wilson:
This letter of intent ("Letter of Intent") between Reel Fishing
Corporation, a Delaware corporation ("Fish") and Revenge Marine, Inc., a Nevada
corporation ("Revenge") (together, the "Parties") concerns a contemplated
tax-free merger transaction (the "Merger") between the Parties. The terms of the
Merger would be set forth in a definitive agreement ("Merger Agreement"), that
would reflect the mutual agreements of the Parties and contain the customary
terms and conditions for such transactions. Revenge's counsel would prepare the
initial draft of the Merger Agreement for review by Fish. The basic terms of the
Merger would be as follows:
1. PAYMENT. Subject to the terms and conditions contained in the Merger
Agreement, Revenge would acquire all of the issued and outstanding capital stock
in Fish in exchange for shares of voting common stock in Revenge ("Payment
Shares"). The number of Payment Shares would be subject to adjustment as shall
be agreed by the Parties in the Merger Agreement. The Parties would agree on a
share exchange ratio, which would be reflected in the Merger Agreement. Revenge
warrants and covenants that at the closing of the Merger, the Payment Shares
will represent sixty-five percent (65%) of the issued and outstanding stock of
Revenge, after giving effect to all possible dilution on the effective date of
the Merger (which shall be the date that all of the required Merger documents
have been filed and accepted with the relevant state authorities), except for
current stock options as set forth on Exhibit A to this Letter of Intent.
Revenge warrants that Exhibit A is a true and complete statement of all such
options and agrees not to issue any additional options or other stock purchase
or acquisition rights without Fish approval. Revenge warrants and covenants that
the current owners of Fish will have, effective as of the date of the Merger,
actual voting control of Revenge, after giving effect to all possible dilution.
2. MERGER STRUCTURE. The Parties contemplate that a wholly owned
subsidiary of Revenge would merge into Fish. However, the Parties would
cooperate to amend or modify the proposed structure of the Merger consistent
with the terms of this Letter of Intent in order that the structure of the
Merger will qualify for tax-free treatment for the Parties.
3. MERGER AGREEMENT. Within forty-five (45) days of the date hereof,
the Parties would negotiate in good faith the Merger Agreement, setting forth
the terms and
<PAGE> 2
conditions of the Merger consistent with the terms of this Letter of Intent,
together with customary warranties and representations and such additional terms
and conditions as are mutually acceptable to the Parties. The closing would also
take place within this period.
4. FINANCING AND UNDERWRITING.
a. INTERIM FINANCING. In consideration for Fish's entering into this
Letter of Intent, Revenge will cause a loan or loans to be made to Fish, for use
by Fish as described in Exhibit B (Take Down Schedule), in the total amount of
$250,000 in immediately available cash funds. The entire $250,000 is to be
available within fifteen (15) days of the date of this Letter of Intent in
accordance with Exhibit B. In the event that the entire sum is not funded to
Fish within the required period for any reason, Fish's no shop obligation
hereunder shall be deemed void AB INITIO, and Fish may, at its option, terminate
this Letter of Intent with no further obligations other than the note. In
addition to the foregoing, Fish will be entitled to specific performance of both
loans. Revenge agrees not to contest any suit in law or equity filed by Fish to
enforce this Letter of Intent. In the event that a court is unwilling or unable
to grant specific performance, the amount of the combined loans will be deemed
liquidated damages for Revenge's default of this paragraph, and Revenge agrees
not to contest Fish's claim therefor. This Letter of Intent will be interpreted
in accordance with Florida law, excluding the conflict of laws rules thereof.
Jurisdiction and venue shall lay only in the Federal Courts of Palm Beach
County, Florida. The above loans will be evidenced by promissory notes in the
forms attached hereto as Exhibit C, such loans to be on an unsecured basis, with
simple interest of eight percent (8%). On the effective date of the Merger, as
defined above, the loans will become intercompany loans. Subject to the terms
herein, the loans will be repaid from the proceeds of the Intermediate Term
Financing in Paragraph 4.a of this Letter of Intent, or any other financing in
excess of $1,000,000 (with in excess of $800,000 to Fish), provided that such
financing is obtained within the time limit set in Subparagraph b. below. In the
event that the Merger or a similar transaction between the Parties does not
occur within forty-five (45) days of the date of this Letter of Intent or the
additional financing referred to in this paragraph or Subparagraph b. below does
not occur within the time limits specified herein, each of the loans will be
payable in full twelve (12) months respective dates of their disbursements to
Fish.
b. INTERMEDIATE TERM FINANCING. Subject to Revenge meeting its
obligations under Subparagraph a. above, Fish will cooperate with Revenge to
attempt to raise $5,000,000 in capital within one hundred and twenty (120) days
of the date of this Letter of Intent, which amount will be allocated 20% to
Revenge and 80% to Fish. Fish's approval as to the amount and terms of any such
financing is required in writing. Should Fish raise any amounts of capital from
sources not introduced to it by Revenge, Fish shall have all rights to one
hundred percent (100%) of any such financing and shall not be obligated to
provide any of such amounts to Revenge, except for repayment of the loans
described above if the amount financed to Fish exceeds $1,000,000 is cash. If
the amount financed is $1,000,000 or less, the loans shall be repaid on the
balloon basis as described.
<PAGE> 3
c. UNDERWRITING LETTER. The Parties would work together to obtain a
firm commitment underwriting for Revenge and/or Fish of at least $10,000,000 for
the combined companies (the "Public Offering") within 180 days of the effective
date of the Merger. In connection therewith, Revenge (and Fish, if its shares
were to be included in the offering) would file a Registration Statement with
the Securities and Exchange Commission.
5. TERMS AND CONDITIONS. The following terms, among others, would be
included in the Merger Agreement:
a. BOARD OF DIRECTORS. Fish and Revenge would agree on members to
Revenge's Board of Directors to be filled by individuals named by Fish.
b. WHOLLY OWNED SUBSIDIARY. Fish and Revenge would agree on the
circumstances under which Revenge would not transfer any of its interest in Fish
and will allow Fish to continue as a wholly owned subsidiary of Revenge, and the
circumstances under which Fish would be allowed to spin-off for an initial
public offering or otherwise.
c. BUSINESS LOCATION. All of the research and development and
accounting shall be done at a location mutually agreed upon by the Parties.
d. CONDITIONS. The following would be included among the conditions
precedent to the Parties obligations under the Merger Agreement:
(i) The consent to the proposed transaction, if required, by
any lenders or vendors or parties to material contracts with Fish or Revenge.
(ii) All necessary corporate action on behalf of the Parties
shall have been taken, including Board of Directors and shareholder approvals.
(iii) Fish and Revenge shall have completed due diligence
reviews of the other, including audits. The results of such reviews and audits
shall be satisfactory to Fish and Revenge in their discretion.
(iv) Employment agreements would be entered into with certain
personnel of Revenge and Fish.
e. OPTIONS AND WARRANTS. Fish and Revenge would agree on the effect
of the Merger on outstanding rights to acquire capital stock of Revenge and
Fish.
6. PRESS RELEASES. The Parties agree that all statements to the media,
wire services, or other press releases concerning the Merger shall be issued
jointly, approved in writing, in advance, by both Parties.
<PAGE> 4
7. NO-SHOP PROVISION. For a period of forty-five (45) days from the
date of this Letter of Intent, the Parties agree not to negotiate, pursue,
encourage or cooperate in: for Revenge, the sale of all or substantially all of
its assets or capital stock to or any merger with any party other than Fish; for
Fish, the purchase of, joint venture or share exchange with, or acquisition by
any marine concern other than Revenge.
8. FEES AND COSTS. Each Party will be responsible for its own fees and
costs associated with the Merger, including legal, accounting, broker and other
fees and expenses, regardless of whether the transaction contemplated hereby is
consummated.
9. COUNTERPARTS. This Letter of Intent may be signed in counterparts,
each of which shall be deemed an original and all of which shall constitute one
instrument.
10. LETTER OF INTENT. This Letter of Intent shall expire if the Parties
shall not have executed the Merger Agreement within forty-five (45) days from
the date hereof. EXCEPT WITH RESPECT THOSE PORTIONS OF PARAGRAPH 1 CONTAINING
REVENGE'S WARRANTIES AND COVENANTS WITH RESPECT TO FISH'S OWNERSHIP SHARE IN
REVENGE AND DILUTION, AND PARAGRAPHS 4.A., 4.B., 6, 7 AND 8, AND THE LAST
SENTENCE OF THIS LETTER OF INTENT, ALL OF WHICH SHALL BE BINDING, THIS LETTER OF
INTENT IS NOT INTENDED TO BE A BINDING CONTRACT. The Parties' acceptance of the
general principles set forth in this letter shall not constitute an agreement to
consummate the transaction described herein. Such an agreement will be contained
only in the Merger Agreement. Nor shall this Letter of Intent constitute an
agreement to enter into a definitive agreement. This Letter of Intent is an
expression of mutual intent to proceed with the drafting of the Merger Agreement
in accordance with the principles stated herein and is only a binding contract
to the extent mentioned above.
The Parties have executed this Letter of Intent on the date set forth
above. Each of the individuals signing for his corporation represents and
warrants that he has all necessary corporate authority to bind his corporation
to the terms of this Letter of Intent.
Revenge Marine, Inc., a Nevada corporation
By:
-----------------------------
William C. Robinson
President and CEO
ReelFishing Corporation, a Delaware corporation
By:
-----------------------------
Richard L. Wilson
President
