<PAGE> 1
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
July 21, 1999
(Date of Report: Date of earliest event reported)
LEXON TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-02474 87-0502701
- ---------------------------- ----------------------- --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
1401 Brook Drive, Downers Grove, Illinois 60515
------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (630) 916-6196
--------------
REXFORD, INC., 7777 East Main Street, Suite 201, Scottsdale, AZ 85251
---------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 20, 1999, the Registrant's shareholders approved the acquisition
of all of the issued and outstanding shares of Chicago Map Corporation, a
privately-held Illinois corporation. In connection with such acquisition
transaction, the Registrant's shareholders and Board of Directors adopted
resolutions to effect a 70-for-1 reverse split of the Registrant's issued and
outstanding shares of $.001 par value common stock and Common Stock Purchase
Warrants. The Acquisition was closed on July 21, 1999. A total of 10,500,000
post-split shares of the Registrant's common stock were issued in connection
with the acquisition transaction. At the time of the acquisition, the
individuals serving as officers and directors of the Registrant resigned, upon
the election and appointment of their successors. As of the date hereof, a
total of 11,500,000 shares of the Registrant's common stock are issued and
outstanding. Effective July 21, 1999, the effective date of the 70-for-1
reverse split, a total of 11,500,000 shares of the Registrant's common stock
are issued and outstanding. The Registrant's name was changed to LEXON
Technologies, Inc. in connection with the acquisition. The following
individuals were elected as directors and officers of the Registrant and may
be deemed in control of Registrant as of the date hereof:
Name Position Shares(1) %
Steven J. Peskaitia Chairman, Chief Executive 6,774,600 58.9
Officer & President
John B. McLean Vice-President, Chief 0 0.0
Financial Officer, Director
Kenneth J. Eaken Vice-President, Director 100,100 .8
Mike Barnett Vice-President, Secretary 442,400 3.8
Director
Paris Karahalios Vice-President, Director 730,800 6.4
James L. Rooney Director 0 0.0
Thomas W. Rieck Director 0 0.0
(1) Shares owned give effect to the 70-for-1 reverse split
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 21, 1999, the Registrant acquired all of the issued and
outstanding stock of Chicago Map Corporation, a privately-held Illinois
corporation. The acquisition was structured as a stock-for-stock exchange
pursuant to Section 368(a)(1)(B) of the Internal Revenue Code. The securities
issued in the acquisition were issued in a private transaction in reliance on
Section 4(2) of the Securities Act of 1933, as amended. In connection with
such acquisition, the Registrant's shareholders elected new directors and
voted in favor of a proposal to change the Registrant's name to LEXON
Technologies, Inc. Additionally, the Registrant's shareholders voted in favor
of a proposal to effect a 70-for-1 reverse split of the outstanding
securities. The Registrant intends to engage in the business of developing,
manufacturing and marketing a full range of geographic and statistical
information applications through Internet, electronic, multimedia, CD-Rom, DVD
and other interactive technology formats for business, educators, students and
consumers.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(a) Financial Statements of businesses acquired
CHICAGO MAP CORPORATION
BALANCE SHEET
MARCH 31, 1999
ASSETS
Current assets
Cash $ 64,093
Accounts receivable 68,318
Inventories 5,108
Deferred tax assets 39,571
------------
Total current assets 177,090
------------
Property and equipment
Leasehold improvements 5,190
Furniture and equipment 123,472
------------
128,662
Accumulated depreciation 81,129
------------
47,533
------------
Other assets
Computer software costs 48,446
Intangible assets 49,802
Deposit 5,000
------------
103,248
------------
$ 327,871
============
The accompanying note is an integral part of these financial statements.
<PAGE> 4
CHICAGO MAP CORPORATION
BALANCE SHEET
(Continued)
MARCH 31, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 38,796
Accrued liabilities
Payroll taxes 17,797
Distributions to stockholders 209,774
------------
Total current liabilities 266,367
------------
Long-term debt
Note payable 100,000
------------
Stockholders' equity (deficit)
Common stock 1,500
Retained earnings (deficit) (39,996)
------------
(38,496)
------------
$ 327,871
============
The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE> 5
CHICAGO MAP CORPORATION
STATEMENT OF INCOME (LOSS)
THREE MONTHS ENDED MARCH 31, 1999
Sales $ 186,780
Cost of sales 95,492
------------
Gross profit 91,288
Administrative expense 208,631
------------
Loss before income tax benefit (117,343)
Income tax benefit 39,571
------------
Net loss $ (77,772)
============
The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE> 6
CHICAGO MAP CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
THREE MONTHS ENDED MARCH 31, 1999
Common Stock Retained
--------------------------- Earnings
Shares Amount (Deficit)
------------ ------------ ------------
Balance, January 1, 1999 10,000 $ 1,000 $ 250,225
Net loss (77,772)
Issuance of common stock 5,000 500
Distributions to stockholders
Cash (2,675)
Accrued (209,774)
------------ ------------ ------------
Balance, March 31, 1999 15,000 $ 1,500 $ (39,996)
============ ============ ============
The accompanying note is an integral part of these financial statements
<PAGE>
<PAGE> 7
CHICAGO MAP CORPORATION
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999
Cash flows from operating activities:
Cash received from customers $ 216,637
Cash paid to suppliers and employees (249,775)
------------
Net cash used in operating activities (33,138)
------------
Cash flows from investing activities:
Capital expenditures (16,900)
Acquisition of intangible assets (50,220)
Payment of deposit (5,000)
------------
Net cash used in investing activities (72,120)
------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 100,000
Issuance of common stock 500
Cash distributions paid to stockholders (2,675)
------------
Net cash provided by financing activities 97,825
------------
Net decrease in cash (7,433)
Cash at beginning of period 71,526
------------
Cash at end of period $ 64,093
============
The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE> 8
CHICAGO MAP CORPORATION
STATEMENT OF CASH FLOWS
(Continued)
THREE MONTHS ENDED MARCH 31, 1999
Reconciliation of net loss to net cash used in
operating activities:
Net loss $ (77,772)
------------
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation 1,504
Amortization 6,817
Change in assets (increase) decrease:
Accounts receivable 29,857
Inventories 2,905
Deferred tax assets (39,571)
Change in liabilities increase:
Accounts payable 33,056
Accrued liabilities 10,066
------------
Total adjustments 44,634
------------
Net cash used in operating activities $ (33,138)
============
The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE> 9
CHICAGO MAP CORPORATION
NOTE TO FINANCIAL STATEMENTS
MARCH 31, 1999
ACQUISITION
On March 12, 1999, the Company acquired certain assets of TRIUS, Inc. for
$62,300 in cash and 2,198 shares of common stock of Chicago Map Corporation
(the "Company"). The 2,198 shares of common stock are included in the 15,000
shares of common stock of the Company outstanding at March 31, 1999. The value
attributed to the issuance of the common stock was $220 based on management's
estimate of $0.10 per share as the fair value of the Company's no par common
stock. The principal business of TRIUS, Inc. is the development of computer
software technologies.
STOCK BONUS
In connection with this acquisition, the Board of Directors approved a stock
bonus of 2,802 shares to an officer and an employee of the company. The 2,802
shares of common stock are included in the 15,000 shares of common stock of
the Company outstanding at March 31, 1999. The value attributed to the
issuance of the common stock was $280 based on management's estimate of $0.10
per share as the fair value of the Company's no par common stock.
The fair value of the Company's no par common stock was estimated by
management as there is no established market for the Company's common stock.
Management believes the fair value of the Company's no par common stock
approximates its stated value of $0.10 per share considering the Company's
negative working capital and retained earnings deficit.
<PAGE>
<PAGE> 10
Hutton Nelson & McDonald LLP
Certified Public Accountants
1815 South Meyers Road Suite 550
Oakbrook Terrace, Illinois 60181-5230
630/495-5400 FAX 630/495-0561
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Chicago Map Corporation
We have audited the accompanying balance sheets of Chicago Map
Corporation as of December 31, 1998 and 1997, and the related statements of
income (loss), changes in shareholders' equity, and cash flows for each of the
three years ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statement based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Chicago Map
Corporation as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years ended December 31,
1998, in conformity with generally accepted accounting principles.
/S/Hutton, Nelson & McDonald LLP
Oakbrook Terrace, Illinois
March 17, 1999
<PAGE>
<PAGE> 11
CHICAGO MAP CORPORATION
BALANCE SHEETS
ASSETS
December 31,
1998 1997
------- -------
Current assets
Cash $ 71,526 $ 76,091
Accounts receivable, less allowance for
doubtful accounts of $25,000 and $100,000 98,175 89,501
Inventories 8,013 19,287
Prepaid expenses - 3,800
------ ------
Total current assets 177,714 188,679
======= =======
Property and equipment
Leasehold improvements 3,971 16,072
Furniture and equipment 107,791 102,604
------- -------
Accumulated depreciation 32,137 51,705
------ ------
Other asset
Computer software costs, net of accumulated
amortization of $16,343 in 1998 54,845 22,030
------ ------
$264,696 $262,414
======= =======
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 12
CHICAGO MAP CORPORATION
BALANCE SHEETS
(continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
December 31,
1998 1997
------- -------
Current liabilities
Accounts payable $ 5,740 $ 2,123
Accrued liabilities
Payroll taxes 7,731 11,500
Income taxes - 927
----- ------
Total current liabilities 13,471 14,550
------ ------
Shareholders' equity
Common stock, no par value; authorized
100,000 shares; issued and outstanding
10,000 shares 1,000 1,000
Retained earnings 250,225 246,864
------- -------
251,225 247,864
------- -------
$264,696 $262,414
======= =======
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 13
CHICAGO MAP CORPORATION
STATEMENTS OF INCOME (LOSS)
Year Ended December 31
1998 1997 1996
--------- --------- ---------
Sales $1,175,295 $1,934,433 $1,597,616
Cost of sales 333,357 890,586 759,662
--------- --------- ---------
Gross profit 841,938 1,043,847 837,954
Administrative expense 765,202 1,081,036 708,002
------- --------- -------
Income (loss) from operations 76,736 (37,189) 129,952
Other expense
Interest Expense - - (138)
Loss on disposition of assets (13,100) - -
------ ------ -------
Income (loss) before income taxes 63,636 (37,189) 129,814
Income taxes - 927 1,728
------ ------ -------
Net income (loss) $ 63,636 $ (38,116) $ 128,086
====== ====== =======
Average common shares outstanding 10,000 10,000 10,000
====== ====== ======
Earnings (loss) per common share $ 6.36 $(3.81) $12.81
====== ====== ======
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 14
CHICAGO MAP CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Common Stock Retained
Shares Amount Earnings
------ ------ --------
Balance, January 1, 1996 10,000 $1,000 $287,949
Net income 128,086
Cash distributions (68,635)
------ ----- -------
Balance, December 31, 1996 10,000 $1,000 347,400
Net income (38,116)
Cash distributions (62,420)
------ ----- -------
Balance, December 31, 1997 10,000 $1,000 246,864
Net income 63,636
Cash distributions (60,275)
------ ----- -------
Balance, December 31, 1998 10,000 $1,000 $250,225
====== ===== =======
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 15
CHICAGO MAP CORPORATION
STATEMENTS OF CASH FLOWS
Year Ended December 31
1998 1997 1996
--------- --------- ---------
Cash flows from operating activities:
Cash received from customers $1,141,761 $1,775,213 $1,748,237
Cash paid to suppliers and employees (1,028,544) (1,859,751) (1,389,739)
Interest paid - - (138)
Income taxes paid (927) (1,728) (2,613)
--------- --------- ---------
Net cash provided by (used in)
operating activities 112,290 (86,266) 355,747
------- ------ -------
Cash flows from investing activities:
Proceeds from sale of equipment 425 - -
Capital expenditures (7,847) (17,880) (47,958)
Payment of computer software costs (49,158) (22,030) -
------ ------ ------
Net cash used in investing
activities (56,580) (39,910) (47,958)
------ ------ ------
Cash flows from financing activities:
Payments on loan from shareholder - - (6,827)
Cash distributions paid to shareholders (60,275) (62,420) (68,635)
------ ------ ------
Net cash used in financing
activities (60,275) (62,420) (75,462)
------ ------ ------
Net increase (decrease) in cash (4,565) (188,596) 232,327
Cash at beginning of year 76,091 264,687 32,360
------ ------- -------
Cash at end of year $ 71,526 $ 76,091 $264,687
====== ====== =======
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 16
CHICAGO MAP CORPORATION
STATEMENTS OF CASH FLOWS
(continued)
Year Ended December 31
1998 1997 1996
--------- --------- ---------
Reconciliation of net income (loss)
to net cash provided by (used in)
operating activities:
Net income (loss) $ 63,636 $(38,116) $ 128,086
------ ------ -------
Adjustment to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation 13,890 13,222 5,893
Amortization of computer software costs 16,343 - -
Amortization of organization costs - 17 25
Loss on disposition of assets 13,100 - -
Change in assets (increase) decrease:
Accounts receivable (8,674) (36,550) 281,423
Inventories 11,274 12,812 (7,638)
Prepaid expenses 3,800 - (3,800)
Changes in liabilities increase
(decrease):
Accounts payable 3,617 (38,732) (52,006)
Accrued liabilities (4,696) 1,081 3,764
------ ------ ------
Total adjustments 48,654 (48,150) 227,661
------ ------ -------
Net cash provided by (used in)
operating activities $112,290 $(86,266) $355,747
======= ====== =======
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 17
CHICAGO MAP CORPORATION
NOTES TO FINANCIAL STATEMENTS
NATURE OF OPERATIONS
The Company creates technologies and software tools which provide for the
design and development of mapping and geographic products sold to customers
located throughout the world.
SUMMARY OF ACCOUNTING POLICIES
Revenue Recognition - The Company records sales and related profits as
product is shipped and services are rendered. Revenue from licensing of
software is based on sales of copies of software products in accordance with
distribution agreements with licensed developers and recognized as licensing
fees accrue. Costs for post-contract customer support, upgrades and
enhancements are billed separately from other charges and are not included in
revenue from licensing of software. Accordingly, no licensing arrangements
required deferral of revenue during 1998, 1997, and 1996.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Inventories - Inventories are priced at the lower of cost, determined by
the first-in, first-out method, or market.
Property and Equipment - Property and equipment are recorded at cost.
Expenditures for renewals and betterments which extend the life of such assets
are capitalized. Maintenance and repairs are charged to expense as incurred.
Differences between amounts received and net carrying value of assets retired
or disposed of are charged or credited to income.
Depreciation - Depreciation is charged to income using straight-line and
accelerated methods based on the estimated useful lives of the assets.
Computer Software Costs - Costs related to the purchase and development
of computer software are capitalized from the time technological feasibility
is established until the software is available for sale. Capitalized costs
are amortized on a straight-line basis over twenty-four months, the estimated
economic life of the software. Amortization expense charged to income was
$16,343 in 1998. No amortization was charged to income in 1997 and 1996.
Unamortized computer software costs determined to be in excess of the net
realizable value of the software are expensed immediately.
Income Taxes - The Company has elected S corporation status for income
tax purposes. Under this election, the Company is not liable for federal
income taxes, but is liable for certain state income and replacement taxes.
Federal taxable income and tax credits flow through to the shareholders to be
reported on their individual income tax returns.
Earnings Per Common Share - Earnings (loss) per common share are computed
by dividing net income (loss) by the weighted average number of common shares
outstanding during the year.
CASH
During 1998 and 1997, the Company maintained an operating account with a
bank which at times exceeded the federally insured limit of $100,000. The
bank has a strong credit rating and management considers any risk to be
minimal.
<PAGE>
<PAGE> 18
CHICAGO MAP CORPORATION
NOTES TO FINANCIAL STATEMENTS
(continued)
DEPRECIATION
Depreciation was charged to income, based on the estimated useful lives
of the assets, in the following amounts:
1998 1997 1996 Estimated Life-Years
---- ---- ---- --------------------
Leasehold improvements $ 260 $ 428 $ 194 31-39
Furniture and equipment 13,630 12,794 5,699 5-7
------ ------ -----
$13,890 $13,222 $ 5,893
====== ====== =====
TRANSACTION WITH RELATED PARTY
The Company leases office facilities on a month-to-month basis from a
shareholder at a monthly rental of $3,000. Rent expense charged to income
amounted to $36,000 in 1998, 1997 and 1996.
SUBSEQUENT EVENTS
On January 4, 1999, the Board of Directors declared a $240,000 cash
distribution to the shareholders provided such amount does not exceed the
Company's Accumulated Adjustment Account which is part of retained earnings as
shown on the Balance Sheets.
On March 12, 1999, the Company acquired certain assets of TRIUS, Inc. for
$62,300 in cash and 2,198 shares of common stock of Chicago Map Corporation.
The principal business of TRIUS, Inc. is the development of computer software
technologies. In connection therewith, the Board of Directors approved a
stock bonus of 2,802 shares to be issued to an officer and an employee of the
Company.
<PAGE>
<PAGE> 19
(b) Pro Forma Financial Statements.
LEXON TECHNOLOGIES, INC., F.K.A. REXFORD, INC. AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
SIX MONTHS ENDED MARCH 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
---------------------
HISTORICAL ACQUISITION(a) PRO FORMA
------------ ------------ ------------
<S> <C> <C> <C>
Sales $ - $ 509,790 $ 509,790
Cost of sales - 194,257 194,257
------------ ------------ ------------
Gross profit - 315,533 315,533
Administrative expense 27,533 404,385 431,918
------------ ------------ ------------
Loss before income tax benefit (27,533) (88,852) (116,385)
Income tax benefit - 39,571 39,571
------------ ------------ ------------
Net loss $ (27,533) $ (49,281) $ (76,814)
============ ============ ============
Average common shares outstanding 11,500,000
============
Loss per common share $ (0.01)
============
<FN>
(a) To reflect the acquisition of all of the issued and outstanding shares of common stock of
Chicago Map Corporation as if the transaction had been completed at the beginning of the period.
</FN>
</TABLE>
<PAGE>
<PAGE> 20
LEXON TECHNOLOGIES, INC. F.K.A. REXFORD, INC. AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
YEAR ENDED SEPTEMBER 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
---------------------
HISTORICAL ACQUISITION(a) OTHER PRO FORMA
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales $ - $ 1,175,295 $ - $ 1,175,295
Cost of sales - 333,357 - 333,357
------------ ------------ ------------ ------------
Gross profit - 841,938 - 841,938
Administrative expense 46,350 765,202 2,833(b)(c) 814,385
------------ ------------ ------------ ------------
Income (loss) from operations (46,350) 76,736 (2,833) 27,553
Other expense - (13,100) - (13,100)
------------ ------------ ------------ ------------
Income (loss) before income taxes (46,350) 63,636 (2,833) 14,453
Income taxes - 4,914 - 4,914
------------ ------------ ------------ ------------
Net income (loss) $ (46,350) $ 58,722 $ (2,833) $ 9,539
============ ============ ============ ============
Average common shares outstanding 11,500,000
============
Earnings per common share $ 0.00
============
<FN>
(a) To reflect the acquisition of all of the issued and outstanding shares of common stock of
Chicago Map Corporation as if the transaction had been completed at the beginning of the period.
(b) To reflect the depreciation and amortization of $2,553 in connection with the acquisition of
certain assets of Tirus, Inc. by Chicago Map Corporation as if the transaction had been completed
at the beginning of the period.
(c) To reflect stock bonus of $280 to an officer and an employee of Chicago Map Corporation as if
the transaction had been completed at the beginning of the period.
</FN>
</TABLE>
<PAGE>
<PAGE> 21
(c) Exhibits. The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
- ------- --------- ----------------- --------
1 2.01 Agreement and Plan of Reorganization This Filing
dated March 23, 1999
2 3.01 Amended Certificate of Incorporation This Filing
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
LEXON TECHNOLOGIES, INC.
Date: July 31, 1997 /S/John B. McLean, Chief Financial
Officer
Exhibit 2.01
<PAGE> 1
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into this 25th day
of March 1999, by and between Rexford, Inc., a Delaware corporation
("Acquiror"); Chicago Map Corporation, an Illinois corporation ("Acquiree");
and the persons listed in Exhibit "A" attached hereto and by this reference
made a part hereof, representing all of the stockholders of Acquiree (
"Stockholders").
RECITALS
Stockholders own all of the issued and outstanding capital stock of
Acquiree. Acquiror desires to acquire all of the issued and outstanding
shares of capital stock of Acquiree, making Acquiree a wholly-owned
subsidiary of Acquiror, and Stockholders desire to make a tax-free exchange of
their shares in Acquiree solely for shares of Acquiror's common stock, $0.001
par value, as described herein.
NOW, THEREFORE, for the mutual consideration set out herein and for other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Plan of Reorganization. Stockholders of Acquiree are the owners of
all of the issued and outstanding shares of capital stock of Acquiree. It is
the intention of the parties hereto that all of the issued and outstanding
shares of capital stock of Acquiree shall be acquired by Acquiror in exchange
solely for Acquiror's voting common stock. It is the intention of the parties
hereto that this transaction qualify as a tax-free reorganization under
Section 368 (a) (1) (B) of the Internal Revenue Code of 1986, as amended, and
related sections thereunder.
2. Exchange of Shares. Acquiror and Stockholders agree that all of
the issued and outstanding shares of capital stock of Acquiree will consist,
at the Closing Date, of 15,000 shares of common stock, will be exchanged with
Acquiror for 10,500,000 shares of restricted common stock of Acquiror. As an
integral part of the stock-for-stock exchange agreed to herein, Acquiror shall
effect a 1 for 70 reverse split of its issued and outstanding shares of common
stock. The 10,500,000 shares of Acquiror's common stock to be issued to
Stockholders pursuant to this Agreement shall be issued subsequent to the date
on which such 1 for 70 reverse split is effected and shall represent at least
68.8% of all issued and outstanding shares of Acquiror's common stock
immediately following such split (and after giving effect to the private
placement of a maximum of 1,709,231 shares of the Acquiror's common stock).
The Acquiror shares will, on the Closing Date, as hereafter defined, be
delivered to the Stockholders in exchange for their shares in Acquiree.
Stockholders represent and warrant that they will hold such shares of common
stock of Acquiror for investment purposes and not for further public
distribution and agree that the shares shall be appropriately restricted.
3. Delivery of Shares. On or before the Closing Date, Stockholders
will deliver certificates representing all of the issued and outstanding
shares of Acquiree, duly endorsed so as to make Acquiror the sole holder
thereof, free and clear of all claims and encumbrances. Such shares of
Acquiree will be appropriately restricted as to transfer. On such Closing
Date, delivery of the Acquiror shares, which will be appropriately restricted
<PAGE> 2
as to transfer, will be made to the Stockholders as set forth herein. The
transaction contemplated herein shall not close unless all of the issued and
outstanding shares of Acquiree are delivered at Closing and the owners thereof
execute this Agreement. A list of shares of Acquiree, the owner thereof and
shares of Acquiror to be received by each Stockholder is attached hereto as
Exhibit "A". Each Stockholder shall sign Exhibit "B", attached hereto and by
this reference made a part hereof, evidencing his or her intent to be a party
to this Agreement and bound hereby.
4. Termination.
A. This Agreement may be terminated by action of the Board of
Directors of Acquiror, or by the Stockholders of Acquiree at any time prior to
the Closing Date if:
(1) There shall be any actual or threatened action or
proceeding by or before any court or any other
governmental body which shall seek to restrain,
prohibit, or invalidate the transactions contemplated
by this Agreement and which, in the judgment of such
Board of Directors made in good faith and based upon
the advice of legal counsel, makes it inadvisable to
proceed with the transactions contemplated by this
Agreement; or
(2) The Closing shall not have occurred prior to March 31,
1999, or such later date as shall have been approved by
parties hereto, other than for reasons set forth in
paragraph B or C below.
In the event of termination pursuant to this Section 4 (A) , no
obligation, right, or liability shall arise hereunder and each party shall
bear all of the expenses incurred by them in connection with the negotiation,
drafting, and execution of this Agreement and the consummation of the
transactions herein contemplated.
B. This Agreement may be terminated at any time prior to the
Closing Date by action of Acquiror if:
(1) Acquiree or the Stockholders shall fail to comply in
any material respect with any of its or their covenants
or agreements contained in this Agreement or if any of
the representations or warranties of Acquiree or the
Stockholders contained herein shall be inaccurate in
any material respect; or
(2) There shall have been any material change after
December 31, 1998, in the assets, properties, business,
or financial condition of Acquiree taken as a whole
which could have a materially adverse effect on the
value of the business of Acquiree except any changes
disclosed in any exhibits or schedules attached hereto.
In the event this Agreement is terminated pursuant to this Section 4 (B),
this Agreement shall be of no further force or effect, no obligation, right,
or liability shall arise hereunder, and Acquiree shall bear its own costs as
well as the legal, accounting, printing, and other costs incurred by Acquiror
in connection with the negotiation, preparation, and execution of this
<PAGE> 3
Agreement and the transactions herein contemplated.
C. This Agreement may be terminated at any time prior to the
Closing Date by action of the Board of Directors of Acquiree or by the
Stockholders of Acquiree if:
(1) Acquiror shall fail to comply in any material respect
with any of its covenants or agreements contained in this Agreement or if any
of the representations or warranties of Acquiror contained herein shall be
inaccurate in any material respect; or
(2) There shall have been any material adverse change
after December 31, 1998, in the assets, properties, business, or financial
condition of Acquiror as a whole which could have a materially adverse effect
on the value of the business of Acquiror taken as a whole except any changes
disclosed in any exhibit or schedule attached hereto.
In the event this Agreement is terminated pursuant to this Section 4 (C),
this Agreement shall be of no further force or effect, no obligation, right,
or liability shall arise hereunder, and Acquiror shall bear its own costs as
well as the legal, accounting, printing, and other costs incurred by Acquiree
and the Stockholders in connection with negotiation, preparation, and
execution of this Agreement and the transactions herein contemplated.
5. Representations and Warranties of Stockholders and Acquiree.
A. The Stockholders and Acquiree hereby represent and warrant
that, effective this date and the Closing Date, the representations and
warranties listed below are true and correct.
(1) Stockholders of Acquiree. The Stockholders are the
owners of all of the issued and outstanding shares of the capital stock of
Acquiree; such shares are free from claims, liens, or other encumbrances; and
Stockholders have the unqualified right to sell, transfer, and dispose of such
shares subject to the laws of bankruptcy, insolvency, and general creditors'
rights. Each Stockholder represents and warrants, that in regards to his or
her shares of Acquiree, such Stockholder has the full right and authority to
execute this Agreement and to transfer his or her shares of Acquiree to
Acquiror.
(2) Restricted Shares to be Issued. The
Stockholders understand and are aware that the issuance of Acquiror's shares
hereunder is being made without registration under the Securities Act of 1933,
as amended (the "Act"), or any state securities laws and that the shares so
issued may not be sold or transferred without registration under the Act and
under applicable state, securities laws, or unless an exemption from such
registration is available. The Stockholders understand that the investment in
the shares of Acquiror is speculative and may remain so for an indefinite
period and acknowledge that the Stockholders are able to bear the economic
risk of their investment in the shares of Acquiror. All certificates
evidencing Acquiror's common stock to be issued to Stockholders shall bear
appropriate restrictive legends.
B. The Principal Stockholders of Acquiree (defined for purposes
of this Agreement as owners of 2% or more of Acquiree Shares) and Acquiree
hereby represent and warrant that, effective this date and the Closing
Date, the representations and warranties listed below are true and correct.
<PAGE> 4
(1) Corporate Authority. Acquiree has the full corporate
power and authority to enter into this Agreement and (subject to any
requisite approval by the holders of Acquiree common shares) to carry out the
transactions contemplated by this Agreement. The Board of Directors of
Acquiree has duly authorized the execution, delivery, and performance of
this Agreement.
(2) Financial Statements.
(a) The audited balance sheet of Acquiree as of
December 31, 1998 and 1997 and the related
statements of income (loss), changes in
shareholders' equity and, cash flows, and
stockholders' equity for the three years ended
December 31, 1998, 1997 and 1996, including the
notes thereto, and the accompanying report of
Hutton Nelson & McDonald, LLP, certified public
accountants, have been delivered to Acquiror
("Acquiree Financial Statements"). To the best
knowledge of Acquiree and Principal
Stockholders, except as set forth in Acquiree's
Schedules, such financial statements contain all
adjustments (all of which are normal recurring
adjustments) necessary to present fairly the
results of operations and financial position for
the periods and as of the dates indicated.
(b) The audited financial statements delivered
pursuant to subparagraph (a) have been prepared
in accordance with United States generally
accepted accounting principles consistently
applied throughout the periods involved and,
when required to be audited, have been audited
by a certified public accountants licensed to
practice in the United States and before the
Securities and Exchange Commission. The audited
financial statements have been presented in
accordance with the requirements of Regulation
S-X promulgated by the SEC regarding the form
and content of and requirements for financial
statements to be filed with the SEC. The
Acquiree Financial Statements present fairly,
the financial position of Acquiree. Acquiree
did not have, as of the date of the Acquiree
Financial Statements, except as and to the
extent reflected or reserved against therein,
any liabilities or obligations (absolute or
contingent) which should be reflected in any
financial statements or the notes thereto
prepared in accordance with generally accepted
accounting principles, and all assets reflected
therein present fairly the assets of Acquiree,
in accordance with generally accepted accounting
principles. The statements of revenue and
expenses and cash flows present fairly the
financial position and result of operations of
Acquiree as of their respective dates and for
the respective periods covered thereby.
<PAGE> 5
(c) The books and records, financial and otherwise,
of Acquiree are in all material respects
complete and correct and have been maintained in
accordance with sound business and bookkeeping
practices so as to accurately and fairly
reflect, in reasonable detail, the transactions
and dispositions of the assets of Acquiree.
(d) Proper and accurate amounts of taxes have been
withheld by or on behalf of Acquiree with
respect to all material compensation paid to
employees of Acquiree for all periods ending on
or before the date hereof, and all deposits
required with respect to compensation paid to
such employees have been made, in complete
compliance with the provisions of all material
accrual or material arrangement for or payment
of bonuses or special compensation applicable
under tax and other laws. There are no tax liens
upon any of the assets of Acquiree.
(3) Absence of Certain Changes or Events. Except as set
forth in this Agreement or the Acquiree Schedules attached hereto, since
December 31, 1998, the date of the Acquiree Financial Statements,:
(a) There has not been (1) any material adverse
change in the business, operations,
properties, level of inventory, assets,
or financial condition of Acquiree taken as a
whole; or (2) any damage, destruction, or loss
to Acquiree (whether or not covered by
insurance) materially and adversely affecting
the business, operations, properties, assets,
or conditions of Acquiree;
(b) Acquiree has not (1) amended its Articles of
Incorporation or Bylaws; (2) declared or made,
or agreed to declare to make, any payment of
dividends or distributions of any assets of
any kind whatsoever to Stockholders or
purchased or redeemed, or agreed to purchase
or redeem, any of their capital stock; (3)
waived any rights of value which in the
aggregate are extraordinary or material
considering the business of Acquiree; (4) made
any material change in its method of
management, operation, or accounting; (5)
entered into any other material transactions
not in the ordinary course of business except
as otherwise contemplated by this Agreement
including, but not limited to, Acquiree's
acquisition of certain assets of Trius, Inc.
and the issuance of common stock of Acquiree
related thereto; (6) made any accrual or
arrangement for or payment of bonuses or
special compensation of any kind or any
severance or termination pay to any present or
former officer or employee; (7) increased the
<PAGE> 6
rate of compensation payable or to become
payable by it to any of its officers or
directors or any of its employees whose
monthly compensation exceeds $5,000; or (8)
made any increase in any profit sharing,
bonus, deferred compensation, insurance,
pension, retirement, or other employee benefit
plan, payment, or arrangement made to, for,
or with its officers, directors, or employees;
(c) Acquiree has not (1) granted or agreed to
grant any options, warrants, or other rights
for its stocks, bonds, or other corporate
securities calling for the issuance
thereof except as described in the Schedules
attached hereto; (2) borrowed or agreed to
borrow any funds or incurred, or become
subject to, any material obligation or
liability (absolute or contingent) except
liabilities incurred in the ordinary course of
business; (3) paid any material obligation
or liability (absolute or contingent) other
than current liabilities reflected in or shown
on the balance sheet contained in the Acquiree
Financial Statement and current liabilities
incurred since that date in the ordinary
course of business; (4) sold or transferred,
or agreed to sell or transfer, any of its
assets, property, or rights (except assets,
property, or rights held as inventory or
canceled or agreed to cancel, any debts or
claims (except debts or claims which in the
aggregate are of a value of less than
$25,000); (5) made or permitted any amendment
or termination of any contract, agreement, or
license to which it is a party if such
amendment or termination is material,
considering the business of Acquiree taken as
a whole; or (6) issued, delivered, or agreed
to issue or deliver any stock, bonds, or other
corporate securities including debentures
(whether authorized and unissued or held as
treasury stock) except for the shares of
common stock in Acquiree issued in connection
with Acquiree's acquisition of certain assets
of Trius, Inc.; and
(d) To the best knowledge of Acquiree, it has not
become subject to any law or regulation which
materially and adversely affects, or in the
future may adversely affect, its business,
operations, properties, assets, or condition.
(4) Litigation and Proceedings. Acquiree is not
involved in any pending litigation or governmental investigation or proceeding
not reflected in such financial statements, or otherwise disclosed in the
Acquiree Schedules and, to the best knowledge of Acquiree and Principal
Stockholders, no litigation, claims, assessments, or governmental
<PAGE> 7
investigation or proceeding is threatened against Acquiree, its Principal
Stockholders, or properties.
(5) Organization.
(a) As of the Closing Date, Acquiree will be in good
standing in its state of incorporation, and will
be in good standing and duly qualified to do
business in each state and jurisdiction where
the failure to qualify would have a material
adverse effect on Acquiree.
(b) To the best knowledge of Acquiree and Principal
Stockholders, Acquiree has complied with all
state, federal, and local laws in connection
with its formation, issuance of securities,
capitalization, and operations, and no
contingent liabilities have been threatened or
claims made, and no basis for the same exists
with respect to said operations, formation, or
capitalization, including claims for violation
of any state or federal securities laws except
where any noncompliance would not materially
affect the business or property of the Acquiree.
(6) Compliance with Laws, Rules and Regulations.
Acquiree and Principal Stockholders represent and warrant that Acquiree
complies with all applicable federal laws, rules and regulations; and all
applicable State laws, rules and regulations relating to the operation of its
business and the sale of Acquiree's products except to the extent that non-
compliance would not materially and adversely affect the business, operations,
properties, assets, or condition of Acquiree or except to the extent that non-
compliance would not result in the incurrence of any material liability for
Acquiree.
(7) Tax Returns. Acquiree has filed all federal, state,
county, and local income, excise, property, sales, and other tax returns,
forms, or reports, which are due or required to be filed by it prior to the
date hereof and have paid or made adequate provisions for the payment of all
taxes, penalty fees, or assessments which have or may become due pursuant to
such returns or pursuant to any assessments received.
(8) Subsidiaries. Acquiree has no subsidiaries and does
not own any capital stock, security, partnership interest, or other
interest of any kind in any corporation, partnership, joint venture,
association, or other entity.
(9) No Conflict With Other Instruments. The execution
of this Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of Acquiree to
which Acquiree or Principal Stockholders are a party and has been duly
authorized by all appropriate and necessary action.
(10) Capitalization. The authorized capital stock of
Acquiree consists of 100,000 shares of common stock having no par value, of
which 15,000 shares have been validly issued and are now outstanding, and of
which 15,000 will be outstanding at the Closing Date. There are no outstanding
convertible securities, warrants, options, or commitments of any nature which
<PAGE> 8
may cause authorized but unissued shares to be issued to any person, except as
described in the schedules attached hereto. All issued and outstanding shares
are legally issued, fully paid, and non-assessable, and are not issued in
violation of the pre-emptive or other right of any person.
(11) Title and Related Matters. Acquiree has good and
marketable title to all of its licenses, copyrights, trademarks, trade
secrets, patents, patents pending, properties, inventory, interests in
properties, and other assets, real and personal, which are reflected in the
Acquiree Financial Statements, or acquired after that date (except properties,
interest in properties, and assets sold or otherwise disposed of since such
date in the ordinary course of business), free and clear of all mortgages,
liens, pledges, charges, or encumbrances except (i) statutory liens or
claims not yet delinquent; (ii) such imperfections of title and easements as
do not and will not materially detract from or interfere with the present or
proposed use of the assets or properties subject thereto or affected
thereby or otherwise materially impair present business operations on such
properties or in connection with such assets; and (iii) as described in
Acquiree Financial Statements or in the Acquiree Schedules. Acquiree owns,
free and clear of any liens, claims, encumbrances, royalty interests, or other
restrictions or limitations of any nature whatsoever, any and all procedures,
techniques, business plans, methods of management, or other information
utilized in the conduct of its business or operations, whether or not the
value thereof is reflected in the most recent balance sheet included in the
Acquiree Schedules. The assets and equipment of Acquiree that are necessary
or used in the operations of its business are in good operating condition and
repair, normal wear and tear excepted.
(12) Contracts.
(a) Except as included or described in the Acquiree
Schedules, there are no material contracts,
agreements, franchises, license agreements, or
other commitments to which Acquiree is a party
or by which it or any of its properties or
assets are bound.
(b) Subject to the laws of bankruptcy,
insolvency, general creditor's rights, and
equitable principles, all contracts, agreements,
franchises, license agreements, and other
commitments to which Acquiree is a party or by
which its properties or assets are bound and
which are material to its operations taken as a
whole, are valid and enforceable in all
respects.
(c) Acquiree is not a party to or bound by, and the
assets of Acquiree are not subject to, any
contract, agreement, other commitment or
instrument; any charter or other corporate
restriction; or any judgment, order, writ,
injunction, or decree which materially and
adversely affects, or in the future may (as far
as Acquiree can now foresee), materially and
adversely affect, the business, operations,
properties, assets, or condition of Acquiree.
<PAGE> 9
(d) Except as included or described in the Acquiree
Schedules or reflected in the most recent
Acquiree Financial Statements, Acquiree is not
a party to any oral or written (a) contract for
employment of any officer or employee which is
not terminable on 30 days (or less) notice; (b)
profit sharing, bonus, deferred compensation,
stock option, severance pay, pension benefit,
or retirement plan, agreement, or arrangement
covered by Title IV of the Employee Retirement
Income Security Act, as amended; (c) agreement,
contract, or indenture relating to the borrowing
of money exceeding $50,000; (d) guaranty of any
obligation, other than one on which Acquiree is
a primary obligor, for the borrowing of money or
otherwise, excluding endorsements made for
collection and other guarantees of obligations,
which, in the aggregate do not exceed $50,000;
(e) consulting or other similar contract with an
unexpired term of more than one year of
providing for payment in excess of $50,000 in
the aggregate; (f) collective bargaining
agreement, (g) agreement with any present or
former officer or director of Acquiree or its
subsidiaries; or (h) contract, agreement, or
other commitment involving payments by it of
more than $50,000 in the aggregate.
(13) Material Contract Defaults. To the best knowledge
of Acquiree and Principal Stockholders, Acquiree is not in default in any
material respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business, operations,
properties, assets, or condition of Acquiree, and there is no event of default
or other event which, with notice or lapse of time or both, would constitute a
default in any material respect under any such contract, agreement, lease, or
other commitment in respect of which Acquiree has not taken adequate steps to
prevent such a default from occurring.
(14) Acquiree Schedules. Acquiree has delivered to
Acquiror the following schedules which are collectively referred to as the
"Acquiree Schedules" and which consist of separate schedules dated as of the
date of execution of this Agreement and instruments and data as of such date,
all certified by the chief executive officer of Acquiree and the Principal
Stockholders, as complete, true, and correct:
(a) A schedule containing complete and correct
copies of the Articles of Incorporation and
Bylaws of Acquiree in effect as of the date of
this Agreement;
(b) A schedule including the financial statements
of Acquiree identified in paragraph 5(b) (2).
(c) A schedule containing a complete and correct copy
of the stock ledger of Acquiree;
(d) A schedule containing a description of all real
property owned or leased by Acquiree together
<PAGE> 10
with a description of every mortgage, deed of
trust, pledge, lien, agreement, encumbrance,
claim, or equity interest of any nature
whatsoever in such real property with copies of
the underlying documentation;
(e) A schedule containing copies of all material
contracts, promissory notes, profit sharing
arrangements, options, warrants, employment
agreements, licenses, agreements, or other
instruments to which Acquiree is a party or by
which it or its properties or assets are bound;
(f) A schedule describing all governmental licenses,
permits, and other governmental authorizations
(or requests or applications therefor) pursuant
to which Acquiree carries on or propose to carry
on its business (except those which, in the
aggregate, are immaterial to the present or
proposed business of Acquiree;
(g) A schedule setting forth a description of any
material adverse change in the business,
operations, property, inventory, assets, or
condition of Acquiree since the date of the
Acquiree Financial Statements;
(h) A schedule of all litigation or governmental
investigation or proceeding which is pending or
which, to the best knowledge of management,
is threatened or contemplated;
(i) A schedule of all other documents,
disclosures, or representations required to be
disclosed by this Agreement or required to be
disclosed in order to set forth all material
facts regarding Acquiree.
(15) Information. The information concerning
Acquiree set forth in this Agreement and in the Acquiree Schedules is complete
and accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact required to make
the statements made in light of the circumstances under which they were made
not misleading.
(16) Compliance With Blue Sky Laws. Acquiree shall
prepare and caused to be filed, all required notices, forms, reports, filing
fees and other documents in order to comply with all applicable blue sky law,
rule or regulation in connection with the stock-for-stock exchange
contemplated herein. Acquiror shall provide Acquiree such information and sign
such documents as may be necessary to permit Acquiree to complete its
obligations under this paragraph 16.
6. Representations and Warranties of Acquiror. Acquiror hereby
represents and warrants that effective this date and the Closing Date, the
following representations are true and correct:
A. Issuance of Shares. As of the Closing Date, the Acquiror
shares to be delivered to the Stockholders, will constitute valid and legally
<PAGE> 11
issued shares of Acquiror, fully-paid and non-assessable, and will be legally
equivalent in all respects to the common stock of Acquiror issued and
outstanding as of the date hereof.
B. Authorization. The officers of Acquiror are duly authorized
to execute this Agreement and have taken all action required by law and
agreements, charters, Bylaws, etc., to properly and legally execute this
Agreement.
C. Financial Statements.
(1) The audited balance sheets of Acquiror as of September
30, 1998 and 1997, and the related statements of
operations, cash flows, and stockholders' equity for
the years ended December 31, 1998 and 1997, and the
cumulative amounts since October 1, 1992 (date of
commencement of development stage), including the notes
thereto, and the accompanying Independent Auditor's
Report of Tanner + Co., have been delivered to
Acquiror. Further, the unaudited balance sheet of
Acquiror as of December 31, 1998, and the related
statements of operations and cash flows for the three
months ended December 31, 1998 and 1997 and the
cumulative amounts from commencement of development
stage, including the notes thereto ("Acquiror Financial
Statements"). To the best knowledge of Acquiror,
except as set forth in Acquiror's Schedules, such
financial statements contain all adjustments (all of
which are normal recurring adjustments) necessary to
present fairly the results of operations and financial
position for the periods and as of the dates indicated.
(2) The audited financial statements delivered pursuant to
subparagraph (1) have been prepared in accordance with
United States generally accepted accounting principles
consistently applied throughout the periods involved
and, when required to be audited, have been audited by
a certified public accountants licensed to practice in
the United States and before the Securities and
Exchange Commission. The audited financial statements
have been presented in accordance with the requirements
of Regulation S-X promulgated by the SEC regarding the
form and content of and requirements for financial
statements to be filed with the SEC. The Acquiror
Financial Statements present fairly the financial
position of Acquiror. Acquiror did not have, as of the
date of the Acquiror Financial Statements, except as
and to the extent reflected or reserved against
therein, any liabilities or obligations (absolute or
contingent) which should be reflected in any financial
statements or the notes thereto prepared in accordance
with generally accepted accounting principles, and all
assets reflected therein present fairly the assets of
Acquiror, in accordance with generally accepted
accounting principles. The statements of revenue and
expenses and cash flows present fairly the financial
position and result of operations of Acquiror as of
their respective dates and for the respective periods
<PAGE> 12
covered thereby.
(3) The books and records, financial and otherwise, of
Acquiror are in all material respects complete and
correct and have been maintained in accordance with
sound business and bookkeeping practices so as to
accurately and fairly reflect, in reasonable detail,
the transactions and dispositions of the assets of
Acquiror.
(4) Proper and accurate amounts of taxes have been withheld
by or on behalf of Acquiror with respect to all
material compensation paid to employees of Acquiror for
all periods ending on or before the date hereof, and
all deposits required with respect to compensation paid
to such employees have been made, in complete
compliance with the provisions of all material accrual
or material arrangement for or payment of bonuses or
special compensation applicable under tax and other
laws. There are no tax liens upon any of the assets of
Acquiror.
D. Absence of Certain Changes or Events. Except as set forth
in this Agreement or the Acquiror Schedules, since December 31, 1998:
(1) There has not been (a) any material adverse change in
the business, operations, properties, assets, or
financial condition of Acquiror (whether or not
covered by insurance) materially and adversely
affecting the business, operations, properties,
assets, or conditions of Acquiror;
(2) Acquiror has not (a) amended its Articles of
Incorporation or Bylaws; (b) declared or made, or
agreed to declare or make, any payment of
dividends or distributions of any assets of any kind
whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem any of its capital stock;
(c) waived any rights or value which in the
aggregate are extraordinary or material considering
the business of Acquiror; (d) made any material change
in its method of management, operation, or accounting;
(e) entered into any other material transactions; (f)
made any accrual or arrangement for or payment of
bonuses or special compensation of any kind or any
severance or termination pay to any present or former
officer or employees (g) increased the rate of
compensation payable or to become payable by it to any
of its officers or directors of any of its employees;
or (h) established or made any increase in any profit
sharing, bonus, deferred compensation, insurance,
pension, retirement, or other employee benefit plan,
payment, or arrangement made to, for, or with its
officers, directors, or employees;
(3) Acquiror has not (a) granted or agreed to grant any
options, warrants, or other rights for its stocks,
bonds, or other corporate securities calling for the
issuance thereof; (b) borrowed or agreed to borrow any
<PAGE> 13
funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of
business; (c) paid any material obligation or liability
(absolute or contingent) other than current liabilities
reflected in or shown on the Acquiror balance sheet as
of September 30, 1998, and current liabilities incurred
since that date in the ordinary course of business; (d)
sold or transferred, or agreed to sell or transfer, any
of its assets, property, or rights, (e) made or
permitted any amendment or termination of any contract,
agreement, or license to which it is a party if such
amendment or termination is material, considering the
business of Acquiror; or (f) issued, delivered, or
agreed to issue or deliver any stock, bonds, or other
corporate securities including debentures (whether
authorized and unissued or held as treasury stock); and
(4) To the best knowledge of Acquiror, it has not become
subject to any law or regulation which materially and
adversely affects, or in the future may adversely
affect, the business, operations, properties, assets,
or condition of Acquiror.
E. Litigation and Proceedings. To the best knowledge of
Acquiror it is not involved in any pending litigation, claims, or
governmental investigation or proceeding not reflected in such financial
statements or otherwise disclosed in the Acquiror Schedules and there are no
lawsuits, claims, assessments, investigations, or similar matters, to the best
knowledge of management,. threatened or contemplated against Acquiror, its
management, or properties.
F. Organization. As of the Closing Date Acquiror shall be duly
organized, validly existing, and in good standing under the laws of the State
of Delaware; it has the corporate power to own its property and to carry on
its business as now being conducted and is duly qualified to do business in
any jurisdiction where the failure to qualify would have a material adverse
effect on Acquiror.
G. Tax Returns. Acquiror has filed all federal, state, county,
and local income, excise, property, and other tax returns, forms, or reports,
which are due or required to be filed by it prior to the date hereof.
Acquiror has paid or made adequate provisions for the payment of all taxes,
penalty fees, or assessments which have or may become due pursuant to such
filed returns or pursuant to any assessments received.
H. Contracts.
(1) Except as included or referred to in the Acquiror
Schedules, there are no material contracts, agreements,
franchises, license agreements, or other commitments to
which Acquiror is a party or by which it or any of its
properties are bound.
(2) Subject to the laws of bankruptcy, insolvency, general
creditor's rights, and equitable principles, all
contracts, agreements, franchises, license agreements,
and other commitments to which Acquiror is a party or
by which it or its properties are bound, and which are
<PAGE> 14
material to the operations of Acquiror, are valid and
enforceable by Acquiror in all respects.
(3) Acquiror is not a party to any contract, agreement,
commitment, or instrument or subject to any charter or
other corporate restriction or any judgment, order,
writ, injunction, decree, or aware which
materially and adversely affects, or in the future may
(as far as Acquiror can now foresee) materially and
adversely affect, the business, operations, properties,
assets, or condition of Acquiror.
(4) Except as included or referred to in the Acquiror
Schedules or reflected in the latest Acquiror balance
sheet, Acquiror is not a party to any material oral or
written (a) contract for the employment of any officer
or employee; (b) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension,
benefit, or retirement plan, agreement, or arrangement
covered by Title IV of the Employee Retirement Income
Security Act, as amended; (c) agreement, contract, or
indenture relating to the borrowing of money; (d)
guaranty of any obligation, other than one which
Acquiror is a primary obligor, for the borrowing of
money or otherwise, excluding endorsements made for
collection and other guarantees of obligations, which,
in the aggregate do not exceed $10,000; (e) consulting
or other similar contract with an unexpired term of
more than one year or providing for payments in excess
of $10,000 in the aggregate; (f) collective
bargaining agreement; (g) agreement with any present
or former officer or director of Acquiror; or (h)
contract, agreement or other commitment involving
payments by it of more than $10,000 in the aggregate.
I. Material Contract Defaults. To the best of its knowledge,
Acquiror has not materially breached, nor has it any knowledge of any pending
or threatened claims or any legal basis for a claim that Acquiror has
materially breached, any of the terms of conditions of any agreements,
contracts, or commitments to which it is a party or is bound and the execution
and performance hereof will not violate any provisions of applicable law of
any agreement to which Acquiror is subject.
J. Capitalization. The capitalization of Acquiror is, as of the
date hereof, comprised of 100,000,000 shares of authorized common stock, $.00l
par value, of which 70,000,000 shares are issued and outstanding. As an
integral part of the stock-for-stock exchange provided for herein, Acquiror
shall effect a 1 for 70 reverse split of its issued and outstanding shares
thereby reducing the number of such shares from 70,000,000 to 11,500,000
(including all shares to be issued to Acquiree and others in connection with
the transactions contemplated herein). All outstanding shares have been duly
authorized, validly issued, and fully-paid, and there are no outstanding or
presently authorized securities, warrants, options, or related
commitments of any nature not disclosed in the Acquiror's financial statements
or in the Acquiror's Prospectus, proxy statement or in the Acquiror Schedules
attached hereto. All of the outstanding shares are non-assessable and free of
cumulative voting or pre-emptive rights.
K. Subsidiaries. Acquiror has no subsidiaries and does not own
<PAGE> 15
any capital stock, security, partnership interest, or other interest of any
kind in any corporation, partnership, joint venture, association, or other
entity.
L. Corporate Records. The corporate financial records, minute
books, and other documents and records of Acquiror are to be available to
present management of Acquiree prior to the Closing Date and turned over to
new management in their entirety at Closing or as soon thereafter as
practicable.
M. No Conflict with Other Instrument. The execution of this
Agreement will not violate or breach any document, instrument, agreement,
contract, or commitment material to the business of Acquiror, to which
Acquiror is a party.
N. Securities Laws. Acquiror is a public company and represents
that to the best of its knowledge it has no existing or threatened
liabilities, claims, lawsuits, or basis for the same with respect to its
original stock issuance to its founders, its public offering, or any dealings
with its Stockholders, the public, brokers, the Securities and Exchange
Commission, state agencies, or other persons. Acquiror is required to file
Reports under Section 15(d) of the Securities Exchange Act of 1934, as
amended. Acquiror represents that all reports required to be filed pursuant
to Section 15(d) of the Securities Act of 1934 as of the date of closing have
been or will have been filed.
O. Compliance With Laws and Regulations. Acquiror has complied
with all applicable statutes and regulations of any federal, state, or other
applicable governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the business,
operations, properties, assets, or condition of Acquiror or except to the
extent that noncompliance would not result in the incurrence of any material
liability including, but not limited to, the Blue Sky regulations of this
proposed acquisition and issuance of Acquiror common stock.
P. Acquiror Schedules. Acquiror has delivered to Acquiree the
following schedules, which are collectively referred to as the "Acquiror
Schedules," which are dated the date of this Agreement, all certified by an
officer of Acquiror and the officers of Acquiror to be complete, true, and
accurate:
(1) A schedule containing complete and accurate copies of
the Articles of Incorporation and Bylaws of Acquiror as in effect as of the
date of this Agreement and copies of all Board of Directors and Shareholders
Resolutions, Minutes and Consents.
(2) A schedule containing copies of all financial
statements referred to in paragraph 6(c);
(3) A schedule containing the Prospectus of any previous
public offering of common stock of Acquiror;
(4) A schedule containing a list of the shareholders of
Acquiror as of March 1, 1999;
(5) A schedule describing all outstanding warrants to
purchase shares of Acquiror's common stock;
<PAGE> 16
(6) A schedule setting forth a description of any material
adverse change in the business, operations, property, inventory, assets, or
conditions of Acquiror since December 31, 1998;
(7) A schedule of all litigation or governmental
investigation or proceeding which is pending or which, to the best knowledge
of management, is threatened or contemplated;
(8) A schedule containing copies of all contracts to which
the Company is a party;
(9) A schedule containing all reports filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended;
(10) A schedule of all other documents, disclosures, or
representations required to be disclosed by this Agreement or required to be
disclosed in order to set forth all material facts regarding Acquiror.
R. Information. The information concerning Acquiror set forth
in this Agreement and in the Acquiror Schedules is complete and accurate in
all material respects and does not contain any untrue statement of a material
fact or omit to state a material fact require to make the statements made, in
light of the circumstances under which they were made, not misleading.
7. Information Statement, Meeting of Rexford Shareholders. As
promptly as practicable after the execution of this Agreement, Acquiror shall
prepare and file with the Securities and Exchange Commission ("SEC"), a
preliminary information statement including a notice of special meeting of its
stockholders and related material (the "Information Statement") relating to
the approval of this Agreement and the transactions contemplated hereunder, as
promptly as practicable following receipt of the SEC's comments thereon (or,
should no SEC comments be forthcoming or the lapse of the period of time
during which SEC comments are required to be furnished, promptly following a
determination that no comments are forthcoming or the lapse of such period),
Acquiree shall file with the SEC and mail to its stockholders of record a
definitive Information Statement relating to such matters. The Information
Statement shall set a date of record for all shareholders entitled to vote on
this Agreement and shall include the recommendation of the Acquiree's board of
directors in favor of such matters.
8. Additional Financial Statements. To the extent required, Acquiree
and Acquiror shall utilize their best efforts and cooperate to provide the
financial information necessary to present the pro forma consolidated
financial statements, including a pro forma consolidated balance sheet, pro
forma consolidated income statements, for all periods required to be
presented, including the notes thereto, and in the form and manner required
for use in the Form 8-K and/or Information Statement or any other document
required to be filed with the SEC, requiring the presentation of the
Acquiror's financial statements under generally accepted accounting
principles.
9. Closing Date. The Closing Date herein referred to shall be upon
such date as the parties hereto may mutually agree upon, but is expected to be
on or about March 31, 1999, but not later than April 30, 1999. At the
Closing, Acquiror shall deliver and the Stockholders will be deemed to have
accepted delivery, the certificate of stock to be issued in his or her name,
and in connection therewith, will make delivery of his or her stock in
<PAGE> 17
Acquiree to Acquiror. Certain opinions, exhibits, etc., may be delivered
subsequent to the Closing Date upon the mutual agreement of the parties
hereto.
10. Conditions Precedent to the Obligations of Acquiree and the
Stockholders. All obligations of Acquiree and Stockholders under this
Agreement are subject to the fulfillment, by Acquiror, prior to or as of the
Closing Date, of each of the following conditions:
A. The representations and warranties by or on behalf of
Acquiror contained in this Agreement or in any certificate or documents
delivered to Acquiree pursuant to the provisions hereof shall be true in all
material respects at and as of the time of Closing as though such
representations and warranties were made at and as of such time.
B. Acquiror shall have performed and complied with all
covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing on the Closing
Date.
C. Acquiror shall take all corporation action necessary to
issue the shares to Stockholders pursuant to this Agreement.
D. The election or appointment of all of Acquiree's nominees
to the Board of Directors of Acquiror as directed by Acquiree and the
resignation of the existing officers and directors of Acquiror and the
transfer of the office of Registered Agent to such party as is designated by
Acquiree.
E. Stockholders of Acquiror approving this Agreement and
Acquiror's performance hereof;
F. Stockholders of Acquiror approving a 1 for 70 reverse split
of the Acquiror's issued and outstanding shares of common stock.
G. Stockholders of Acquiror approving a proposal to amend
Acquiror's Articles of Incorporation to change Acquiror's name to Lexon
Technologies, Inc.
H. All instruments and documents delivered to
Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for Stockholders.
I. Acquiror shall have delivered to Stockholders and Acquiree
an opinion of its counsel dated the Closing Date to that effect that
(1) Acquiror is a corporation duly organized, validly
existing, and in good standing under the laws of the
State of Delaware;
(2) Acquiror has the corporate power to carry on its
business as now being conducted;
(3) This Agreement has been duly authorized, executed,
and delivered by Acquiror and is a valid and binding
obligation of Acquiror; and
(4) The shares to be issued to Stockholders hereunder
<PAGE> 18
will, when issued, be duly and validly issued, fully
paid, and non-assessable.
11. Conditions Precedent to the Obligations of Acquiror. All
obligations of Acquiror under this Agreement are subject to the fulfillment,
by Acquiree and Stockholders, prior to or as of the Closing Date, of each of
the following conditions:
A. The representations and warranties by Acquiree and
Stockholders contained in this Agreement or in any certificate or document
delivered to Acquiror pursuant to the provisions hereof shall be true at and
as of the time of Closing as though such representations and warranties were
made at and as of such time.
B. Acquiree and Stockholders shall have performed and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by it prior to or at the Closing; including the
delivery of all of the outstanding stock of Acquiree.
C. The acquisition and proposed issuance of Acquiror common
stock can be effected as a non-public offering pursuant to provisions of
applicable federal and state securities laws. Acquiree shall cause to be
prepared and filed all forms, notices, fees and reports necessary to comply
with any and all blue sky laws, rules and regulations relating to the stock-
for-stock exchange contemplated herein. Acquiror shall sign, as required, any
and all notices, forms, reports or other documents so prepared by Acquiree.
D. Stockholders shall deliver to Acquiror a letter commonly
known as an "investment letter" agreeing that the shares of stock in Acquiror
are being acquired for investment purposes, and not with a view to public
resale and that the materials, including current financial statements prepared
and delivered by Acquiror to Stockholders, have been read and understood by
Stockholders, that he is familiar with the business of Acquiror, that he is
acquiring the Acquiror shares under Section 4(2), commonly known as the
private offering exemption of the Securities Act of 1933, and that the shares
are restricted and may not be resold, except in reliance of an exemption under
the Act.
E. Acquiree shall have delivered to Acquiror an opinion of
counsel dated the Closing Date to the effect that:
(1) Acquiree is duly organized, validly existing and in
good standing under the laws of the State of Illinois;
(2) Acquiree has the corporate power to carry on its
business as now being conducted, and is duly
qualified to do business in the State of Illinois and
in any jurisdiction where so required where the non
qualification to do business in any jurisdiction would
not materially adversely affect the business and
properties of Acquiree; and
(3) This Agreement has been duly authorized, executed,
and delivered by Acquiree and Stockholders.
12. Indemnification. Within the period provided in paragraph 13
herein and in accordance with the terms of that paragraph, each party to this
Agreement shall indemnify and hold harmless each other party at all times
after the date of this Agreement against and in respect of any liability,
<PAGE> 19
damage, or deficiency, all actions, suits, proceedings, demands,
assessments, judgments, costs, and expenses which exceed $10,000 including
attorney's fees incident to any of the foregoing, resulting from any
misrepresentations, breach of covenant, or warranty or nonfulfillment
of any agreement on the part of such party under this Agreement or from any
misrepresentation in or omission from any certificate furnished or to be
furnished to a party hereunder. Subject to the terms of this Agreement, the
defaulting party shall reimburse the other party or parties on demand, for any
reasonable payment made by said parties at any time after the Closing, in
respect of any liability of claim to which the foregoing indemnity relates, if
such payment is made after reasonable notice to the other party to defend or
satisfy the same and such party failed to defend or satisfy the same. No
liability shall arise for party hereof regarding a settlement of any claim
unless such settlement was previously approved by such party.
13. Nature and Survival of Representations. All representations,
warranties, and covenants made by any party in this Agreement shall survive
the Closing hereunder and the consummation of the transactions contemplated
hereby for two years from the date hereof. All of the parties hereto are
executing and carrying out the provisions of this Agreement in reliance solely
on the representations, warranties, and covenants and agreements contained in
this Agreement or at the Closing of the transactions herein provided for and
not upon any investigation upon 'which it might have made or any
representations, warranty, agreement, promise, or information, written or
oral, made by the other party or any other person other than as specifically
set forth herein.
14. Documents at Closing. At the Closing the following transactions
shall occur, all of such transactions being deemed to occur simultaneously:
A. Stockholders will deliver, or cause to be delivered, to
Acquiror the following:
(1) Stock certificates for all of the issued and
outstanding stock of Acquiree being tendered and
duly endorsed;
(2) All corporate records of Acquiree, including
without limitation, corporate minute books
(which shall contain copies of the Articles of
Incorporation and Bylaws, as amended to the
Closing), stock ledgers, stock transfer books,
corporate seals, and other such corporate books
and records as may reasonably be requested for
review by Acquiror and its counsel;
(3) The opinion of counsel for Acquiree as set forth
herein;
(4) A certificate executed by the Principal
Stockholders to the effect that all
representations and warranties made by Acquiree
under this Agreement are true and correct as of
the Closing, the same as though originally given
to Acquiror on said date;
(5) A certificate from the Secretary of State of its
incorporation dated within 45 days of the
<PAGE> 20
Closing Date to the effect that Acquiree is in
good standing under the laws of said state;
(6) An investment letter from the Stockholders
representing that they are acquiring shares of
Acquiror for investment purposes only and not
with a view to further distribution;
(7) Such other instruments, documents, and
certificates, if any, as are required to be
delivered pursuant to the provision of this
Agreement or which may be reasonably requested
in furtherance of the provisions of this
Agreement.
B. Acquiror will deliver or cause to be delivered to the
Stockholders and Acquiree:
(1) Stock certificates for common stock to be issued
as part of the exchange as listed on Exhibit
"A";
(2) A certificate of the president and secretary of
Acquiror to the effect that all representations
and warranties of Acquiror made under this
Agreement are reaffirmed on the Closing Date,
the same as though originally given to
Stockholders on said date;
(3) The opinion of Acquiror's counsel set forth
herein;
(4) Certified copies of resolutions by Acquiror's
Board of Directors and Stockholders authorizing
this transaction;
(5) A certificate from the Secretary of State of
Acquiror's state of incorporation dated within
45 days of the Closing Date that Acquiror is in
good standing under the laws of said state;
(6) Such other instruments and documents as are
required to be delivered pursuant to the
provisions of this Agreement.
15. Additional Covenants. Between the date hereof and the Closing
Date, except with the prior written consent of the other party:
A. Acquiror and Acquiree shall conduct their business only in
the usual and ordinary course and the character of such business shall not be
changed nor any different business be undertaken.
B. No change shall be made in the Articles of
Incorporation or Bylaws of Acquiror or Acquiree, except as described in the
Acquiree Schedules attached hereto.
C. No change shall be made in the authorized or issued shares
of Acquiror or Acquiree.
<PAGE> 21
D. Neither Acquiror nor Acquiree shall discharge or satisfy
any lien or encumbrance or obligation or liability, other than current
liabilities shown on the financial statements heretofore delivered and
current liabilities incurred since that date in the ordinary course of
business.
E. Neither Acquiror nor Acquiree shall make any payment or
distribution to their respective stockholders or purchase or redeem any shares
or capital stock.
F. Neither Acquiror nor Acquiree shall mortgage, pledge, or
subject to lien or encumbrance any of its assets, tangible or intangible.
G. Neither Acquiror nor Acquiree shall cancel any debts or
claims or waive any rights.
H. Present management of Acquiror agree that after the Closing
they will continue to furnish new management with such additional
documentation and information regarding Acquiror as is reasonably requested.
16. Miscellaneous.
A. Further Assurances. At any time and from time to time,
after the effective date, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
B. Waiver. Any failure on the part of any party hereto to
comply with any of its obligations, agreements, or conditions hereunder may
be waived in writing by the party to whom such compliance is owed.
C. Payment of Expenses. Acquiror shall pay for all of its
own legal, accounting and other expenses associated with the consummation of
the transactions contemplated under this Agreement, including those costs
associated with the preparation, filing, and mailing of the Information
Statement to the Acquiror's stockholders and holding a special meeting of the
Acquiror's stockholders. Acquiree shall pay for all of its own legal,
accounting and other expenses associated with the consummation of the
transactions contemplated under this Agreement.
D. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first class registered or certified mail, return
receipt requested.
E. Headings. The section and subsection heading in this
Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
F. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
G. Facsimile Transmission. Facsimile transmission of any
signed original document, and retransmission of any signed facsimile
transmission, shall be the same as delivery of an original. At the request of
<PAGE> 22
any party hereto, the parties will confirm facsimile transmitted signatures by
signing an original document.
H. Governing Law. This Agreement was negotiated and is being
contracted for in the State of Illinois, and shall be governed by the laws
of the State of Illinois, not withstanding any Illinois or other
conflict-of-law provision to the contrary, and the securities being issued
herein are being issued and delivered in the State of Illinois in accordance
with isolated transaction and non-public offering exemption.
I. Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors, and assigns.
J. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all prior
agreements, arrangements, or under-standings between the parties relating to
the subject matter hereof. No oral understandings, statements, promises, or
inducements contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or implied,
other than as set forth herein, have been made by any party.
[Signatures appear on the next page following].
<PAGE>
<PAGE> 23
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
ATTEST: Rexford, Inc., a Delaware corporation
By /s/ Tom Sollami By /s/ Dennis Blomquist
__________________________________ ________________________________
Secretary President
ATTEST: Chicago Map Corporation,
an Illinois corporation
By /s/ Mike Barnett By /s/ Steven J. Peskaitis
__________________________________ ________________________________
Secretary President
STOCKHOLDERS
(See Exhibit "B" attached hereto in counterparts.)
STOCKHOLDERS
(See Exhibit "B" attached hereto in counterparts.)
<PAGE>
<PAGE> 24
Exhibit A
CHICAGO MAP CORPORATION
List of Stockholders
Number of Shares of Number of Rexford, Inc.
Chicago Map Shares to be Received
Name of Shareholder Corporation Percent in Exchange
- ------------------- ----------- ------- -----------
Steven J. Peskaitis 10,337 66.767 7,235,970
Stanley Peskaitis 1,824 12.160 1,276,800
Mike Barnett 641 4.273 448,700
David A. Schulz 1,044 6.960 730,800
David A. Leonard 110 .733 77,000
Paris Karahalios 1,044 6.960 730,800
------ ------ -----------
Total Percentage/Shares 15,000 100.00 10,500,000
====== ====== ==========
<PAGE> 25
Exhibit B
CHICAGO MAP CORPORATION
Stockholders
Counterpart Signature Page
Date: Signature:
3/23/99 /s/ Steven J. Peskaitis
3/23/99 /s/ Stanley Peskaitis
3/2/99 /s/ Mike Barnett
<PAGE>
EXHIBIT 3.01
AMENDED
CERTIFICATE OF INCORPORATION
OF
REXFORD, INC.
(a Delaware corporation)
FIRST: REXFORD, INC., a corporation organized and existing under the
General Corporation Laws (the "GCL") of the state of Delaware (the
"Corporation"), does hereby certify that:
SECOND: The Certificate of Incorporation of the Corporation was filed in
the office of the Secretary of State of the State of Delaware on the 21st day
of April 1989, and a certified copy thereof was thereafter recorded in the
office of the recorder of the County of New Castle.
THIRD: At a special meeting of shareholder of the Corporation held the
20th day of July 1999 (the "Special Meeting"), the following amendment to the
Corporation's Certificate of Incorporation was duly adopted by the affirmative
vote of the holders of a majority of the stock of the Corporation entitled to
vote thereon in accordance with the provisions of Section 242 of the GCL of
the State of Delaware, to-wit:
ARTICLE I
NAME
The name of the Corporation is: LEXON TECHNOLOGIES, INC.
FOURTH: The number of shares of the Corporation outstanding at the time
of the adoption of such amendment was 70,000,000 and the number of shares
entitled to vote thereon was 70,000,000.
FIFTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows, to-wit:
CLASS NUMBER OF SHARES
---------- ----------------
Common 70,000,000
SIXTH: The number of shares voted for such amendment was 64,886,212,
with none opposing and none abstaining.
SEVENTH: At the Special Meeting a plan of recapitalization providing for
a 1-for-70 reverse split of the 70,000,000 issued and outstanding shares of
common stock of the Corporation was adopted by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote thereon
in accordance with the provisions of Section 242 of the GCL of the State of
Delaware, so that the issued and outstanding shares of common stock of the
Corporation was reduced from 70,000,000 to 1,000,000.
EIGHTH: The number of shares voted for the plan of recapitalization was
64,886,212, with none opposing and none abstaining.
NINTH: The amendments do not effect a change in the stated capital of
the corporation.
State of Delaware
Secretary of State
Division of Corporations
Filed 11:00 AM 07/22/1999
991301376 - 2194162
<PAGE> 2
IN WITNESS WHEREOF, the Corporation has caused this Amended Certificate
to be duly executed by the undersigned, an officer of the Corporation
thereunto duly organized as of this 20th day of July, 1999.
REXFORD, INC.
/S/Dennis Blomquist, President
STATE OF UTAH )
ss.
COUNTY OF SALT LAKE )
On this 20th day of July, 1999, personally appeared before me Dennis
Blomquist, whose identity is personally known to me and who by me duly sworn,
did say that he is the president of Rexford, Inc., and that being duly
authorized by the Corporation, he signed such instrument on behalf of the
corporation.
WITNESS MY HAND AN OFFICIAL SEAL.
[Seal] /S/ Elliott N. Taylor, Notary Public
