SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 10,1999
UNITED RACEWAYS, INC.
A Delaware Corporation
Commission File I.R.S. Employer
Number _______ Identification
No. 95-4695878
860 Via de la Paz, Suite E-1
Pacific Palisades, California 90272
Telephone: (310) 230-6100
Item 1. Change in Control of Registrant
Item 2. Acquisition or Disposition of Assets.
On November 5,1999, United Raceways, Inc., a Delaware
corporation ("United") entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Square
Shooter International, LLC ("Square Shooter"), a
Delaware Limited Liability Company. Pursuant to the
terms of the Merger Agreement, and subject to the
conditions set forth herein (including approval of the
transaction by the shareholders), Square Shooter will
be merged with and into United (the "Merger"). At the
effective time of the merger, the separate existence
of Square Shooter will cease and will be merged with
United.
Upon completion of the Merger, there shall be
15,000,000 shares of United Raceways, Inc. common
stock issued and outstanding, subject to such
adjustments, held as follows: 14,500,000 common shares
held by the shareholders of Square Shooter and 500,000
common shares held by the existing shareholders of
United.
Square Shooter is an emerging irrigation products
company building upon a unique combination of patented
products, services and strategic relationships.
Square Shooter has developed a patented technology
known as square sprinkling device. The patented
technology allows an impact sprinkler to produce
excellent water coverage with 40%-60% water savings.
The sprinkler discharges water in a square pattern as
opposed to a traditional circle pattern. The product
has been third party tested for coverage. All units
are manufactured in Taiwan under strict quality
control steps with a Taiwanese-speaking Company
employee/owner overseeing manufacturing.
On the Merger Date, Square Shooter shall be merged
into United Raceways. United Raceways shall be the
surviving corporation in accordance with the
applicable laws of the State of Delaware. United
Raceways will file with the Delaware Secretary of
State to change its name to Square Shooter
International, Inc.
Restricted Free % of Total
Shareholders Shares Trading Shares Shares owned
Calvin Shieh and 3,912,000 400,000 28.7
Re-Li Shieh
Harold Roberts 3,838,000 300,000 27.6
First Walker Family
Trust Sally J. Rogers, 365,000 9.7
Trustee
Daniel Wayne Brookshire
and Jayne A. Brookshire 768,000 200,000 6.5
Item 5. Other Events
On November 5, 1999, United Raceways, Inc ("United")
received and accepted the resignation of officers
Larry Todt as President, George Todt as Secretary and
James Walters as Vice President. On that same date,
Officer, Calvin Shieh was appointed President and CEO,
Dan Brookshire, Vice President and Wayne Story was
appointed CFO by action of Unanimous Written Consent.
Appointed Directors included: Harold Roberts,
Chairman, Calvin Shieh, Dan Brookshire and Ed Harman.
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Financial statements of Square Shooter prepared in
accordance with Regulation S-X and required to be
filed pursuant to this item are not available at this
time. Such financial statements will be filed
by Square Shooter as soon as practicable by an amended
Current Report on Form 8-K/A which will be filed
within sixty (60) days after the date this Current
Report on Form 8-K was required to be
filed. In addition, there are no material relations
with United Raceways
UNAUDITED
Square Shooter Intl, Ltd.
Profit and Loss Statement
For Period from Inception
4-1-99 through 8-31-99
SALES $ 356,040
COST OF GOODS SOLD U.S. $ 282,766
GROSS PROFIT $ 73,274
EXPENSES
Payroll and Payroll Taxes $ 20,326
Phone Expenses $ 968
Insurance $ 600
Computer Expense $ 90
Travel $ 5,073
Postage $ 115
Shipping $ 78
Misc. $ 378
TOTAL EXPENSES $ 27,628
NET PROFIT $ 45,646
UNAUDITED
Square Shooter Intl, Ltd.
Balance Sheet
As of 8-31-99
ASSETS
CURRENT ASSETS
Cash in Banks $ 125,729
Inventory $ 176,000
TOTAL CURRENT ASSETS $ 301,729
FIXED ASSETS
Molds $ 185,000
Misc Tools $ 65,095
TOTAL FIXED ASSETS $ 250,095
INTANGIBLE ASSETS
Patent Licenses $ 1,000,000
TOTAL INTANGIBLE ASSETS $ 1,000,000
TOTAL ASSETS $ 1,551,824
LIABILITIES
Misc Accounts Payable $ 3,042
SHAREHOLDERS EQUITY $ 1,548,782
TOTAL LIABILITY AND SHAREHOLDERS EQUITY $ 1,551,824
(b) Pro Forma Financial Information.
Projected Income Statement
First Year Domestic Sales
Net Income
Home Depot ( Existing sales for pop-up
canister unit)
$360,000.00
Villa Group Sales( August 99 through
Nov. 99)
$ 200,000.00
Villa Group Sales(May 2000 through
Nov. 2000)
$1,200,000.00
Fertilizer Unit Sales(May 2000 through
Sept.2000)
$ 800,000.00
Dealer Fertilizer Unit
Sales
$ 200,000.00
Water Timers Sales(Nov. 99 through
Sept. 2000)
$ 200,000.00
First Year Foreign Sales
Australia
$ 150,000.00
Germany
$ 300,000.00
Italy
$ 150,000.00
Qatar
$ 150,000.00
TOTAL NET INCOME
$3,710,000.00
Projected General
Expenses:
*Wages
Hal Roberts
$ 36,000.00
Calvin Shieh
$ 36,000.00
Dan
Brookshire
$ 36,000.00
Frank Santos
$ 36,000.00
Bob Patchett
$ 36,000.00
Ed Harman
$ 30,000.00
Louie
Geasland
$ 30,000.00
Victor Ash
$ 30,000.00
Secretary
$ 21,600.00
Misc. Labor
$ 84,000.00
Wage Taxes (FICA, SS,
etc.)
$ 37,356.00
Workman's Comp
$ 20,000.00
Insurance- Employee Health
$ 54,000.00
Insurance-Product
Liability
$ 40,000.00
Insurance-Key Person
$ 4,500.00
Insurance-Vehicle
$ 4,500.00
Travel
$ 30,000.00
Vehicle Lease-3
$ 20,000.00
Legal
$ 15,000.00
Accounting
$ 10,000.00
Inventory(approx. 7,000
units)
$ 175,000.00
Warehouse
$ 60,000.00
Office Supplies
$ 8,000.00
Office Equipment
$ 20,000.00
Inventory Tax
$ 4,500.00
Delaware Corporation Tax
$ 100,000.00
Tennessee Corporation Tax
$ 40,000.00
Mold Cost Retirement
$ 100,000.00
Shipping Cost
$ 25,000.00
Promotion
$ 28,000.00
Advertising
$ 25,000.00
Publications
$ 40,000.00
Total
$1,236,456.00
*Bonuses will be paid based on profits
Projected Research and Development
Consultants
Computer
$ 30,000.00
Design
$ 30,000.00
Chief Designer
$ 60,000.00
Machines
CNC Machine
$100,000.00
CNC Machine
Operator
$ 40,000.00
EDM Machine
$ 60,000.00
Testing Equipment
$ 15,000.00
Molds
Two Sets
$220,000.00
Total Projected R
& D
$555,000.00
Assets
$125,000.00
$250,000.00
$500,000.00
$750,000.00
$1,000,000.00
$1,250,000.00
Fertilizer
$35,000.00
$35,000.00
$35,000.00
$35,000.00
$35,000.00
$35,000.00
Regulator
$8,000.00
$15,000.00
$25,000.00
$25,000.00
$25,000.00
$25,000.00
Skid
$10,000.00
$10,000.00
$20,000.00
$20,000.00
$20,000.00
$20,000.00
Changes to
existing
molds
$4,000.00
$8,000.00
$8,000.00
$8,000.00
$8,000.00
$8,000.00
Trip lever
change
$4,000.00
$4,000.00
$8,000.00
$8,000.00
$8,000.00
$8,000.00
Retire
existing
molds
$6,000.00
$15,000.00
$40,000.00
$60,000.00
$80,000.00
$80,000.00
Star
$25,000.00
$25,000.00
$25,000.00
$45,000.00
$60,000.00
$60,000.00
EDM machine
$60,000.00
$60,000.00
$60,000.00
$60,000.00
$75,000.00
High speed
CNC Lathe
$50,000.00
$50,000.00
$50,000.00
$65,000.00
Inventory
$30,000.00
$60,000.00
$100,000.00
$225,000.00
Total
$92,000.00
$172,000.00
$301,000.00
$371,000.00
$446,000.00
$601,000.00
Administration
Administration
$20,000.00
$30,000.00
$50,000.00
$70,000.00
$100,000.00
$125,000.00
Advertising
$10,000.00
$20,000.00
$30,000.00
$75,000.00
Reserve
$3,000.00
$12,000.00
$20,000.00
$40,000.00
$46,000.00
$51,000.00
Operator(ED
M machine)
$6,000.00
$15,000.00
$25,000.00
$30,000.00
$30,000.00
Machine
Time
$5,000.00
$9,000.00
$12,000.00
$20,000.00
$40,000.00
Computer
Consultant
$9,000.00
$12,000.00
$15,000.00
$25,000.00
$25,000.00
Operator(CNC machine)
$10,000.00
$15,000.00
$20,000.00
$20,000.00
Tax
$3,000.00
$5,000.00
$15,000.00
$60,000.00
$100,000.00
$100,000.00
Insurance
$4,000.00
$4,000.00
$15,000.00
$45,000.00
$80,000.00
$80,000.00
Travel
$3,000.00
$7,000.00
$10,000.00
$12,000.00
$15,000.00
$15,000.00
Warehouse expense
$18,000.00
$35,000.00
$40,000.00
$40,000.00
Warehouse labor
$15,000.00
$30,000.00
$48,000.00
$48,000.00
Total
$33,000.00
$78,000.00
$199,000.00
$379,000.00
$554,000.00
$649,000.00
(c) Exhibits
2.1 Agreement and a Plan of Merger, dated November
5, 1999,by and between United Raceways, Inc., a
Delaware Corporation and Square
Shooter International, LLC, a Delaware Limited
Liability Company.
99 Press Release issued by United Raceway, Inc.
and Square Shooter International, LLC on
November 8, 1999.
SIGNATURE
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.
UNITED
RACEWAYS, INC
Date: November 8, 1999 By: /s/
Wayne Story
-----------
- ----------
Wayne Story
Chief
Financial Officer
Exhibit 2.1
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER between UNITED
RACEWAYS, INC., a Delaware corporation ("United
Raceways"), and Square Shooter International, an LLC
("Client"), United Raceways and Client being
sometimes referred to herein as the "Constituent
Corporations."
WHEREAS, the board of directors of each Constituent
Corporation deems it advisable that the Constituent
Corporations merge into a single corporation ("the
Merger");
NOW, THEREFORE, in consideration of the premises and
the respective mutual covenants, representations and
warranties herein contained, the parties agree as
follows:
1. Surviving Corporation. On the Merger Date,
Client shall be merged into United Raceways which
shall be the surviving corporation in accordance with
the applicable laws of the State of Delaware, except
that the parties shall be entitled to elect, at any
time prior to the Effective Date, to have the merger
take the form of the merger of United Raceways into
Client if prior to the Merger Date, the parties
jointly determine that it is desirable to effect the
merger as a merger of United Raceways into Client.
The merger in the form concluded on the Merger Date
is referred to herein as the "Merger" and the
surviving company thereof is referred to herein as
the "Surviving Corporation" and the disappearing
company thereof is referred to herein as the
"Disappearing Corporation".
In the event the Merger is effected in the form of
United Raceways into Client, the Constituent
Corporations shall make the necessary amendments to
this agreement occasioned by such change in
structure.
2. Merger Date. The Merger shall become effective
(the "Merger Date") upon the completion of:
(i) Adoption of this Agreement by the shareholders
of Client pursuant to the Business Corporation Act of
1933 and by the shareholders of United Raceways
pursuant to the General Corporation Law of Delaware;
(ii) Execution and filing of the Certificate of
Merger under the laws of the state governing the
Surviving Corporation.
3. Time of Filings. The Certificate of Merger
shall be filed with the Secretary of State of
Delaware upon the approval of this Agreement by the
shareholders of the Constituent Corporations and the
fulfillment or waiver of the terms and conditions
herein.
4. Accounting Period. Notwithstanding any other
provision herein relating to the Merger Date, for all
accounting purposes the effective date of the Merger
shall be as of November 5, 1999, 1999.
5. Governing Law. The Surviving Corporation shall
be governed by the laws of the State of Delaware.
6. Certificate of Incorporation. The Certificate
of Incorporation of United Raceways shall be the
Certificate of Incorporation of the Surviving
Corporation from and after the Merger Date, subject
to the right of the Surviving Corporation to amend
its Certificate of Incorporation in accordance with
the laws of the State of Delaware.
7. Bylaws. The Bylaws of the Surviving
Corporation shall be the Bylaws of United Raceways as
in effect on the date of this Agreement.
8. Name of Surviving Corporation. The Surviving
Corporation may change its name to such name as it
may choose and shall be available.
9. Conversion. The mode of carrying the Merger
into effect and the manner and basis of converting
the shares of the Disappearing Corporation into
shares of the Surviving Corporation are as follows:
(i). In the event that Client is the Surviving
Corporation, the aggregate number of shares of United
Raceways common stock issued and outstanding on the
Merger Date shall, by virtue of the Merger and
without any action on the part of the holders
thereof, be converted into an aggregate of 15,000,000
shares of Client common stock adjusted by any
increase for fractional shares and reduced by any
Dissenting Shares (defined below).
Upon completion of the Merger, there shall be
15,000,000 shares of Client common stock issued and
outstanding, subject to such adjustments, held as
follows: 500,000 common shares held by the
shareholders of United Raceways and 14,500,000 common
shares held by the existing shareholders of Client.
(ii). In the event that United Raceways is the
Surviving Corporation, the aggregate number of shares
of Client common stock issued and outstanding on the
Merger Date shall, by virtue of the Merger and
without any action on the part of the holders
thereof, be converted into an aggregate of 500,000
shares of United Raceways common stock adjusted by
any increase for fractional shares and reduced by any
Dissenting Shares (defined below).
Upon completion of the Merger, there shall be
15,000,000 shares of United Raceways common stock
issued and outstanding, subject to such adjustments,
held as follows: 14,500,000 common shares held by the
shareholders of Client and 500,000 common shares held
by the existing shareholders of United Raceways.
(iii) The Surviving Corporation common stock
shall be issued to the holders of the common stock of
the Disappearing Corporation in exchange for their
shares on a pro rata basis in accordance with each
holder's relative ownership that is being exchanged.
(iv) All outstanding warrants of the
Disappearing Corporation and any other outstanding
rights to purchase stock of the Disappearing
Corporation shall be adjusted, pursuant to the terms
contained in such warrants or other rights documents,
for conversion to warrants or rights to purchase
stock of the Surviving Corporation on the same ratio
as provided herein for holders of the Disappearing
Corporation common stock.
(v) Fractional shares of shall not be issued,
but in lieu thereof the Surviving Corporation shall
round up fractional shares to the next highest whole
number.
(vi) The shares of the Surviving Corporation
common stock to be issued in exchange for the
Disappearing Corporation common stock hereunder shall
be proportionately reduced by any shares owned by the
Disappearing Corporation shareholders who shall have
timely objected to the merger (the "Dissenting
Shares") in accordance with the provisions of the
laws of such corporation, which objections will be
dealt with as provided in those sections.
Each share of Disappearing Corporation common
stock that is issued and outstanding and owned by the
Disappearing Corporation on the Merger Date shall, by
virtue of the merger and without any action on the
part of the Disappearing Corporation, be retired and
canceled.
Each certificate evidencing ownership of shares
of the Surviving Corporation common stock issued and
outstanding on the Merger Date or held by Surviving
Corporation in its treasury shall continue to
evidence ownership of the same number of shares of
the Surviving Corporation common stock.
10. Exchange of Certificates. As promptly as
practicable after the Merger Date, each holder of an
outstanding certificate or certificates theretofore
representing shares of the Disappearing Corporation
common stock (other than certificates representing
Dissenting Shares) shall surrender such
certificate(s) for cancellation to the party
designated by the Surviving Corporation to handle
such exchange (the "Exchange Agent"), and shall
receive in exchange a certificate or certificates
representing the number of full shares of the
Surviving Corporation common stock into which the
shares of the Disappearing Corporation common stock
represented by the certificate or certificates so
surrendered shall have been converted.
11. Unexchanged Certificates. Until surrendered,
each outstanding certificate that prior to the Merger
Date represented the Disappearing Corporation common
stock (other than certificates representing
Dissenting Shares) shall be deemed for all purposes,
other than the payment of dividends or other
distributions, to evidence ownership of the number of
shares of the Surviving Corporation common stock into
which it was converted. No dividend or other
distribution payable to holders of the Surviving
Corporation common stock as of any date subsequent to
the Merger Date shall be paid to the holders of
outstanding certificates of the Disappearing
Corporation common stock; provided, however, that
upon surrender and exchange of such outstanding
certificates (other than certificates representing
Dissenting Shares), there shall be paid to the record
holders of the certificates issued in exchange
therefor the amount, without interest thereon, of
dividends and other distributions that would have
been payable subsequent to the Merger Date with
respect to the shares of Surviving Corporation Common
stock represented thereby.
12. Board of Directors and Officers. The members
of the board of directors of the Surviving
Corporation shall be the members of the board of
directors of Surviving Corporation on the Merger Date
or such others as may be designated. The officers of
the Surviving Corporation shall be the officers of
Surviving Corporation on the Merger Date or such
others as may be designated.
13. Effect of the Merger. On the Merger Date, the
separate existence of the Disappearing Corporation
shall cease (except insofar as continued by statute),
and it shall be merged with and into the Surviving
Corporation. All the property, real, personal, and
mixed, of each of the Constituent Corporations, and
all debts due to either of them, shall be transferred
to and vested in the Surviving Corporation, without
further act or deed. The Surviving Corporation shall
thenceforth be responsible and liable for all the
liabilities and obligations, including liabilities to
holders of Dissenting Shares, of each of the
Constituent Corporations, and any claim or judgment
against either of the Constituent Corporations may be
enforced against the Surviving Corporation.
14. Approval of Shareholders. This Agreement
shall be adopted by the shareholders of the
Constituent Corporations at meetings of such
shareholders called for that purpose or by written
consent pursuant to the laws applicable thereto.
There shall be required for the adoption of this
Agreement the affirmative vote of the holders of at
least a majority of the holders of all the shares of
the common stock issued and outstanding and entitled
to vote for each of the Constituent Corporations.
15. Representations and Warranties of United
Raceways. United Raceways represents and warrants
that:
Corporate Organization and Good Standing. United
Raceways is a corporation duly organized, validly
existing, and in good standing under the laws of the
state of Delaware and is qualified to do business as
a foreign corporation in each jurisdiction, if any,
in which its property or business requires such
qualification.
Capitalization. United Raceways' authorized capital
stock consists of 100,000,000 shares of common stock,
$.001 par value, of which 15,000,000 shares are
issued and outstanding, and 100,000 shares of
preferred stock.
Issued Stock. All the outstanding shares of its
common stock are duly authorized and validly issued,
fully paid and nonassessable.
Corporate Authority. United Raceways has all
requisite corporate power and authority to own,
operate and lease its properties, to carry on its
business as it is now being conducted and to execute,
deliver, perform and conclude the transactions
contemplated by this Agreement and all other
agreements and instruments related to this Agreement.
Authorization. Execution of this Agreement has been
duly authorized and approved by United Raceways'
board of directors.
Subsidiaries. United Raceways has no subsidiaries.
Financial Statements. United Raceways' audited
balance sheet and the related statements of income
and retained earnings dated December 31, 1998, copies
of which will have been delivered by it to the Client
prior to the Merger Date (the "United Raceways
Financial Statements"), fairly present the financial
condition of United Raceways as of the date therein
and the results of its operations for the periods
then ended in conformity with generally accepted
accounting principles consistently applied.
Absence of Undisclosed Liabilities. Except to the
extent reflected or reserved in the United Raceways
Financial Statements, United Raceways did not have at
that date any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature
customarily reflected in a corporate balance sheet
prepared in accordance with generally accepted
accounting principles.
No Material Changes. There has been no material
adverse change in the business, properties, or
financial condition of United Raceways since the date
of the United Raceways Financial Statements.
Litigation. There is not, to the knowledge of
United Raceways, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or
contemplated against United Raceways or against any
of its officers.
Contracts. United Raceways is not a party to any
material contract not in the ordinary course of
business that is to be performed in whole or in part
at or after the date of this Agreement.
Title. United Raceways has good and marketable
title to all the real property and good and valid
title to all other property included in the United
Raceways Financial Statements. Except as set out in
the balance sheet thereof, the properties of United
Raceways are not subject to any mortgage,
encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with
the use of the property in the conduct of the
business of United Raceways.
Tax Returns. All federal, state, county,
municipal, local, foreign and other taxes and
assessments, including any and all interest,
penalties and additions imposed with respect to such
amounts, have been properly prepared and filed by
United Raceways for all years to and including the
taxable year ending December 31, 1998. The
provisions for federal and state taxes reflected in
the United Raceways Financial Statements are adequate
to cover any such taxes that may be assessed against
United Raceways in respect of its business and its
operations during the periods covered by the United
Raceways Financial Statements and all prior periods.
No Violation. Consummation of the merger will not
constitute or result in a breach or default under any
provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of United
Raceways is subject or by which United Raceways is
bound.
Reporting Company. United Raceways has filed with
the Securities and Exchange Commission a registration
statement on Form F-10 which was became effective
pursuant to the Securities Exchange Act of 1934 and
is a reporting company pursuant to -12 thereunder.
Reporting Company Status. United Raceways has
timely filed and is current on all reports required
to be filed by it pursuant to -12(g) of the
Securities Exchange Act of 1934.
16. Representations and Warranties of Client.
Client represents and warrants that:
Corporate Organization and Good Standing. Client is
a corporation duly organized, validly existing, and
in good standing under the laws of the State of
Delaware, and is qualified to do business as a
foreign corporation in each jurisdiction, if any, in
which its property or business requires such
qualification.
Capitalization. Client's authorized capital stock
consists of 15,000,000 shares of common stock, $.001
par value, of which 15,000,000 shares are issued and
outstanding, and 100,000 shares of non-designated
preferred stock.
Stock Rights. There are no stock grants, options,
rights, warrants or other rights to purchase or
obtain the Client common or preferred stock issued or
committed to be issued.
Issued Stock. All the outstanding shares of its
common stock were duly authorized and validly issued,
fully paid and non-assessable.
Corporate Authority. Client has all requisite
corporate power and authority to own, operate and
lease its properties, to carry on its business as it
is now being conducted and to execute, deliver,
perform and conclude the transactions contemplated by
this Agreement and all other agreements and
instruments related to this Agreement.
Authorization. Execution of this Agreement has been
duly authorized and approved by Client's board of
directors.
Subsidiaries. Client has no subsidiaries.
Financial Statements. Client's audited financial
statements dated December 31, 1998, copies of which
will have been delivered by it to United Raceways
prior to the Merger Date (the "Client Financial
Statements"), fairly present the financial condition
of Client as of the date therein and the results of
its operations for the periods then ended in
conformity with generally accepted accounting
principles consistently applied.
Absence of Undisclosed Liabilities. Except to the
extent reflected or reserved against in the Client
Financial Statements, Client did not have at that
date any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature
customarily reflected in a corporate balance sheet
prepared in accordance with generally accepted
accounting principles.
No Material Changes. There has been no material
adverse change in the business, properties, or
financial condition of Client since the date of the
Client Financial Statements.
Litigation. There is not, to the knowledge of
Client, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or
contemplated against Client or against any of its
officers.
Contracts. Client is not a party to any material
contract not in the ordinary course of business that
is to be performed in whole or in part at or after
the date of this Agreement.
Title. Client has good and marketable title to all
the real property and good and valid title to all
other property included in the Client Financial
Statements. Except as set out in the balance sheet
thereof, the properties of Client are not subject to
any mortgage, encumbrance, or lien of any kind except
minor encumbrances that do not materially interfere
with the use of the property in the conduct of the
business of Client.
Tax Returns. All federal, state, county,
municipal, local, foreign and other taxes and
assessments, including any and all interest,
penalties and additions imposed with respect to such
amounts, have been properly prepared and filed by
Client for all years to and including the taxable
year ending December 31, 1998. The provisions for
federal and state taxes reflected in the Client
Financial Statements are adequate to cover any such
taxes that may be assessed against Client in respect
of its business and its operations during the periods
covered by the Client Financial Statements and all
prior periods.
No Violation. Consummation of the merger will not
constitute or result in a breach or default under any
provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of Client is
subject or by which Client is bound.
18. Conduct of United Raceways Pending the Merger
Date
United Raceways covenants that between the date of
this Agreement and the Merger Date:
No change will be made in United Raceways' articles
of incorporation or bylaws.
United Raceways will not make any change in its
authorized or issued capital stock, declare or pay
any dividend or other distribution or issue,
encumber, purchase, or otherwise acquire any of its
capital stock other than as provided herein.
United Raceways will submit this Agreement for its
shareholders' approval with a favorable
recommendation by its board of directors and will use
its best efforts to obtain the requisite shareholder
approval.
United Raceways will use its best efforts to maintain
and preserve its business organization, employee
relationships, and goodwill intact, and will not
enter into any material commitment except in the
ordinary course of business.
19. Conduct of Client Pending the Merger Date
Client covenants that between the date of this
Agreement and the Merger Date:
No change will be made in Client's certificate of
incorporation or bylaws.
Client will not make any change in its authorized or
issued capital stock, declare or pay any dividend or
other distribution or issue, encumber, purchase, or
otherwise acquire any of its capital stock otherwise
than as provided herein.
Client will submit this Agreement for its
shareholders' approval with a favorable
recommendation by its board of directors and will use
its best efforts to obtain the requisite shareholder
approval.
Client will use its best efforts to maintain and
preserve its business organization, employee
relationships, and goodwill intact, and will not
enter into any material commitment except in the
ordinary course of business.
20. Conditions Precedent to Obligation of United
Raceways. United Raceways' obligation to consummate
this merger shall be subject to fulfillment on or
before the Merger Date of each of the following
conditions, unless waived in writing by United
Raceways:
Client's Representations and Warranties. The
representations and warranties of Client set forth
herein shall be true and correct at the Merger Date
as though made at and as of that date, except as
affected by transactions contemplated hereby.
Client's Covenants. Client shall have performed all
covenants required by this Agreement to be performed
by it on or before the Merger Date.
Shareholder Approval. This Agreement shall have been
approved by the required number of shareholders of
the Constituent Corporations.
Supporting Documents of Client. Client shall have
delivered to United Raceways supporting documents in
form and substance satisfactory to United Raceways,
to the effect that:
(i) Client is a corporation duly organized, validly
existing, and in good standing.
(ii) Client's authorized and issued capital stock is
as set forth herein.
(iii) The execution and consummation of this
Agreement have been duly authorized and approved by
Client's board of directors.
21. Conditions Precedent to Obligation of Client.
Client's obligation to consummate this merger shall
be subject to fulfillment on or before the Merger
Date of each of the following conditions, unless
waived in writing by Client:
United Raceways' Representations and Warranties. The
representations and warranties of United Raceways set
forth herein shall be true and correct at the Merger
Date as though made at and as of that date, except as
affected by transactions contemplated hereby.
United Raceways' Covenants. United Raceways shall
have performed all covenants required by this
Agreement to be performed by it on or before the
Merger Date.
Shareholder Approval. This Agreement shall have been
approved by the required number of shareholders of
the Constituent Corporations.
Supporting Documents of United Raceways. United
Raceways shall have delivered to Client supporting
documents in form and substance satisfactory to
Client to the effect that:
(i) United Raceways is a corporation duly organized,
validly existing, and in good standing.
(ii) United Raceways' authorized and issued capital
stock is as set forth herein.
(iii) The execution and consummation of this
Agreement have been duly authorized and approved by
United Raceways' board of directors.
22. Access. From the date hereof to the Merger
Date, Client and United Raceways shall provide each
other with such information and permit each other's
officers and representatives such access to its
properties and books and records as the other may
from time to time reasonably request. If the merger
is not consummated, all documents received in
connection with this Agreement shall be returned to
the party furnishing such documents, and all
information so received shall be treated as
confidential.
23. Closing. The transfers and deliveries
to be made pursuant to this Agreement (the "Closing")
shall be made by and take place at the offices of the
Exchange Agent or other location designated by the
Constituent Corporations without requiring the
meeting of the parties hereof. All proceedings to be
taken and all documents to be executed at the Closing
shall be deemed to have been taken, delivered and
executed simultaneously, and no proceeding shall be
deemed taken nor documents deemed executed or
delivered until all have been taken, delivered and
executed.
Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission
required by this Agreement or any signature required
thereon may be used in lieu of an original writing or
transmission or signature for any and all purposes
for which the original could be used, provided that
such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the
entire original writing or transmission or original
signature.
At the Closing, Disappearing Corporation shall
deliver to the Exchange Agent in satisfactory form,
if not already delivered to Surviving Corporation:
(i) A list of the holders of the shares of
Disappearing Corporation common stock being exchanged
with an itemization of the number of shares held by
each, the address of each holder, and the aggregate
number of shares of Surviving Corporation common
stock to be issued to each holder;
(ii) Evidence of the consent of shareholders of the
Disappearing Corporation to this Agreement;
(iii) Certificate of the Secretary of State of
Delaware as of a recent date as to the good standing
of the Disappearing Corporation;
(iv) Certified copies of the resolutions of the
board of directors of the Disappearing Corporation
authorizing the execution of this Agreement and the
consummation of the Merger;
(v) The Disappearing Corporation financial
statements;
(vi) Secretary's certificate of incumbency of the
officers and directors of the Disappearing
Corporation; and
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations
and warranties enumerated elsewhere herein.
At the Closing, the Surviving Corporation shall
deliver to the Exchange Agent in satisfactory form,
if not already delivered to the Disappearing
Corporation:
(i) A list of the shareholders of record of the
Surviving Corporation, including, wherever available,
addresses and telephone numbers;
(ii) Evidence of the consent of shareholders of the
Surviving Corporation to this Agreement;
(iii) Certificate of the Secretary of State of
Delaware as of a recent date as to the good standing
of the Surviving Corporation;
(iv) Certified copies of the resolutions of the
board of directors of the Surviving Corporation
authorizing the execution of this Agreement and the
consummation of the merger;
(v) The Surviving Corporation financial statements;
(vi) Secretary's certificate of incumbency of the
officers and directors of the Surviving Corporation;
and
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations
and warranties enumerated elsewhere herein.
24. Survival of Representations and Warranties.
The representations and warranties of the Constituent
Corporations set out herein shall survive the Merger
Date.
25. Arbitration
Scope. The parties hereby agree that any and all
claims (except only for requests for injunctive or
other equitable relief) whether existing now, in the
past or in the future as to which the parties or any
affiliates may be adverse parties, and whether
arising out of this agreement or from any other
cause, will be resolved by arbitration before the
American Arbitration Association.
Situs. The parties hereby irrevocably consent to the
jurisdiction of the Client Arbitration Association
and the situs of the arbitration within the
California at a time and place chosen by the American
Arbitration Association. Any award in arbitration
may be entered in any domestic or foreign court
having jurisdiction over the enforcement of such
awards.
Applicable Law. The law applicable to the
arbitration and this agreement shall be that of the
State of Delaware, determined without regard to its
provisions which would otherwise apply to a question
of conflict of laws. Any dispute as to the applicable
law shall be decided by the arbitrator.
Disclosure and Discovery. The arbitrator may, in its
discretion, allow the parties to make reasonable
disclosure and discovery in regard to any matters
which are the subject of the arbitration and to
compel compliance with such disclosure and discovery
order. The arbitrator may order the parties to
comply with all or any of the disclosure and
discovery provisions of the Federal Rules of Civil
Procedure, as they then exist, as may be modified by
the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the
arbitration.
Rule of Law. Regardless of any practices of
arbitration to the contrary, the arbitrator will
apply the rules of contract and other law of the
jurisdiction whose law applies to the arbitration so
that the decision of the arbitrator will be, as much
as possible, the same as if the dispute had been
determined by a court of competent jurisdiction.
Finality and Fees. Any award or decision by the
Client Arbitration Association shall be final,
binding and non-appealable except as to errors of
law. Each party to the arbitration shall pay its own
costs and counsel fees.
Measure of Damages. In any adverse action, the
parties shall restrict themselves to claims for
compensatory damages and no claims shall be made by
any party or affiliate for lost profits, punitive or
multiple damages.
Covenant Not to Sue. The parties covenant that under
no conditions will any party or any affiliate file
any action against the other (except only requests
for injunctive or other equitable relief) in any
forum other than before the Client Arbitration
Association, and the parties agree that any such
action, if filed, shall be dismissed upon application
and shall be referred for arbitration hereunder with
costs and attorney's fees to the prevailing party.
Intention. It is the intention of the parties and
their affiliates that all disputes of any nature
between them, whenever arising, from whatever cause,
based on whatever law, rule or regulation, whether
statutory or common law, and however characterized,
be decided by arbitration as provided herein and that
no party or affiliate be required to litigate in any
other forum any disputes or other matters except for
requests for injunctive or equitable relief. This
agreement shall be interpreted in conformance with
this stated intent of the parties and their
affiliates.
26. General Provisions
Further Assurances. From time to time, each party
will execute such additional instruments and take
such actions as may be reasonably required to carry
out the intent and purposes of this Agreement.
Waiver. Any failure on the part of either 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.
Brokers. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or
expense arising out of claims by brokers or finders
employed or alleged to have been employed by the
indemnifying party.
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 certified mail, return receipt
requested, or recognized commercial courier service,
as follows:
If to United Raceways,
United Raceways, Inc.
860 Via de la Paz
Suite E-1
Pacific Palisades, CA 90272
If to Client, to
Square Shooter International LLC
P.O. Box 52605
Knoxville, TN 37950
27. Governing Law. This Agreement shall be
governed by and construed and enforced in accordance
with the laws of the State of Delaware.
28. Assignment. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto
and their successors and assigns; provided, however,
that any assignment by either party of its rights
under this Agreement without the written consent of
the other party shall be void.
29. 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. Signatures sent by facsimile
transmission shall be deemed to be evidence of the
original execution thereof.
30. Effective Date. This effective date of this
Agreement shall be November 5, 1999.
Signature Page to Agreement and Plan of
Merger
between United Raceways, Inc. and
Client Corporation
IN WITNESS WHEREOF, the parties have executed
this Agreement.
UNITED RACEWAYS, INC.
By
Square Shooter International LLC
By
Exhibit 99
For release: 5 AM, November 8, 1999
Contact: Betsy Rowbottom
Vice President
PageOne Business Productions, LLC
310.230.6101
(Letterhead)
PRESS RELEASE
Exhibit 99
PageOne Business Productions, LLC. Pacific
Palisades, CA (www.invbank.com), financial
consultant to United Raceways, Inc announced
today that United Raceways has merged with
Square Shooter International LLC, Knoxville,
TN.
United Raceway's Chairman, Hal Roberts has lead
the way for a revolutionary new idea and
developed it from inception, through the stages
of Research and Development, and on to the
retail market by the way of one of the world's
largest retail chain stores. Since the very
beginning, Hal has always had the vision that
his concept of square sprinkling would fast
become the world standard. It just makes sense
that a square sprinkler would be more feasible
and offer more water conservation than a round
sprinkler. Square Shooter's first endeavor was
a square in-ground canister with a built-in
pressure regulator.
When installing a home irrigation system, it is
necessary to divide the lawn into zones
consisting of one to 20 or more units per zone.
Water pressures vary quite a bit depending on
the water pressure of the community. The
regulator allows the end unit in a zone to
perform as well as the first one because it
keeps the water flow and pressure uniform. The
idea was a huge success.
United Raceways, Inc. has completed their first
line of Lawn and Garden and Landscape products.
Included in this line up are: Square Pop-Up
Canister Unit, Square Skid Unit, Square Spike
Unit, Traditional Round Unit, Pressure
Regulator, Liquid Fertilizer and Dispensing
Unit.
Other distribution companies, in other
countries, have shown a lot of interest. This
target market can be developed immediately.
United Raceway's has already secured orders
from worldwide companies.
This press release may contain forward-looking
statements. Forward-looking statements are
subject to risks and uncertainties, including
the risk factors listed in the company's
reports filed with the Securities and Exchange
Commission that could cause actual results to
differ materially from those projected.
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