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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): March 12, 2000
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Rubber Technology International, Inc.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
000-30098 59-2728052
- ------------------------- ----------------------------------
(Commission File Number) (IRS Employer Identification No.)
3185 E. Washington Blvd., Los Angeles, CA 90023
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(Address of principal executive offices) (Zip Code)
(323) 268-6842
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Registrant's telephone number, including area code:
Global Sight, Inc.
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
(949) 719-1977
---------------------------------
(Former name, address and telephone number)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") dated
as of March 12, 2000 between MRC Legal Services Corporation ("MRC"), a
California corporation and the sole shareholder of Global Sight, Inc. ("Global
Sight"), a Nevada corporation, and Rubber Technology International, Inc.
("RTEK"), a Florida corporation, all the outstanding shares of common stock of
Global Sight held by MRC were exchanged for 1,200,000 shares of common stock of
RTEK in a transaction in which RTEK effectively became the parent corporation of
Global Sight.
The Exchange Agreement was adopted by the unanimous consent of the Board of
Directors of Global Sight, MRC and RTEK on March 12, 2000. No approval of the
shareholders of either RTEK or Global Sight is required under applicable state
corporate law.
Prior to the merger, Global Sight had 2,700,000 shares of common stock
outstanding which shares were exchanged by MRC for 1,200,000 shares of common
stock of RTEK. By virtue of the exchange, RTEK acquired 100% of the issued and
outstanding common stock of Global Sight.
RTEK also entered into a Consulting Agreement in connection with the
acquisition with M. Richard Cutler, Brian A. Lebrecht, Vi Bui and James Stubler
(the "Consultants") pursuant to which RTEK agreed to issue 800,000 shares of
common stock of RTEK to the Consultants.
Prior to the effectiveness of the Exchange Agreement, RTEK had an aggregate
of 12,885,724 shares of common stock, par value $.0001, issued and outstanding,
and no shares of preferred stock outstanding.
Upon closing of the Exchange Agreement, RTEK had an aggregate of 14,885,724
shares of common stock outstanding.
The officers of RTEK continue as officers of RTEK subsequent to the
Exchange Agreement. See "Management" below. The officers, directors, and
by-laws of RTEK will continue without change.
A copy of the Exchange Agreement is attached hereto as an exhibit. The
foregoing description is modified by such reference.
(b) The following table sets forth certain information regarding beneficial
ownership of the common stock of RTEK as of December 31, 1999 (prior to the
issuance of 2,000,000 shares pursuant to the Exchange Agreement and the
Consulting Agreement) by:
* each person or entity known to own beneficially more than 5% of the common
stock;
* each of RTEK's directors;
* each of RTEK's named executive officers; and
* all executive officers and directors of RTEK as a group.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class
- -------------- --------------------------------- --------------------- ------------
Common Stock Raymond L. Webb (2) 2,862,833 22.2%
- -------------- ----------------------------------- --------- -----
Common Stock James Mason 0 0%
- -------------- ----------------------------------- -------- -----
Common Stock Fred Schmidt 0 0%
- -------------- ----------------------------------- --------- -----
Common Stock Terrence Burke 0 0%
- -------------- ----------------------------------- ---------- -----
Common Stock All Officers and Directors as
a Group (4 persons)
2,862,833 22.2%
========= =====
</TABLE>
1. The address for each of these shareholders is c/o Rubber Technology
International, Inc., 3185 E. Washington Blvd., Los Angeles, CA 90023
2. Such shares are held by the Webb Family Trust, of which Mr. Webb is a
trustee.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Exchange Agreement was
negotiated between MRC and RTEK.
In evaluating RTEK as a candidate for the proposed acquisition, MRC used
criteria such as RTEK's present stock price as set forth on the over-the-counter
bulletin board, its rubber and other businesses and other anticipated
operations, and RTEK's business name and reputation. MRC and RTEK determined
that the consideration for the merger was reasonable.
(b) RTEK intends to continue its historical businesses and proposed
businesses as set forth more fully immediately below.
BUSINESS
General
Rubber Technology International, Inc. ("RTEK") is a Florida corporation
that accepts waste tires from tire retailers, service stations, salvage yards
and from clean up jobs with governmental agencies, private individuals and
companies.
In the early 1990's, Raymond L. Webb and James Mason initiated a business
of cleaning up tire stock piles, collecting and receiving tires for shred and
land filling the remnant portions. This is the dominant business of the
majority of companies in the tire recycling business.
<PAGE>
In late 1996, this business was incorporated in Nevada as Rubber Technology
International, Inc. ("RTI-Nevada"). RTEK initiated the preparation of a full
tire recycling facility in Los Angeles, CA. In February 1997, RTI-Nevada
purchased a Florida-based publicly traded corporation, Sunshine Capital, Inc.
(SCI), and through a reverse merger technique became company traded on the
over-the-counter bulletin board maintained by Nasdaq. Concurrently, SCI changed
its name to Rubber Technology International, Inc. ("RTEK").
The common stock of RTI-Nevada was exchanged for the common stock of
Sunshine Capital, Inc. Concurrently, Sunshine changed its name to Rubber
Technology International, Inc. The transaction took the form of a reverse
merger, with the Webb family then owning 3,700,000 shares of RTI common stock
and the original incorporators owning a minor amount. A 300 for one reverse
stock split was effected in February 1997.
The Company raised additional capital in private placements effectuated in
accordance with Rule 504 promulgated by the Securities Exchange Commission in
1997 and 1998. These transactions resulted in approximately $1,907,985 in gross
proceeds. RTEK furthered its operations by making investments in plant,
production, design, product development and the sales. RTEK also developed a
reputation for quality products and timely production.
On March 12, 2000, the Company entered into a Securities Purchase Agreement
pursuant to which it agreed to issue $800,000 aggregate amount of convertible
debentures. These debentures are convertible at 75% of the bid price of the
Company's common stock on the trading day preceding the date of conversion.
RTEK uses 100% recycled, scrap rubber in a proprietary process to produce a
line of molded rubber products. The scrap tires are reduced in size with
shredders, grinders and cracker millsThe steel and nylon fluff are removed with
magnets and blowers at appropriate stages of the production. As a result of this
process, particles of rubber are produced. The particles are called "Crumb
Rubber", little pieces of rubber in varied sizes from 3/8 inch to 40 mesh.
These materials pass through sizing screens.
RTEK sells Crumb Rubber for use in rubberized running tracks, tennis
courts, rubber railroad crossings, earthquake isolators, traffic safety devices
and rubberized asphalt for roads and for other applications and to manufacturers
of molded products.
RTEK manufactures and sells high quality, recycled rubber for a variety of
applications within the transportation, agriculture, sports and fitness,
playground equipment and manufacturing industries. The Company uses recycled
rubber from scrap tires as the exclusive source of rubber for its own products.
RTEK also sells processed, recycled rubber as a raw material for use by others.
RTEK has increased production of its Crumb Rubber and molded products
through continuous improvements of its manufacturing processes. RTEK is
currently implementing new proprietary production methods that it believes will
permit it to increase production significantly by shortening of the production
cycle. These methods will permit the production of products with a wide variety
of potential applications. RTEK believes that these new processes will also
permit more efficient use of raw materials, thus expanding the use of scrap
tires as a raw material.
<PAGE>
The key components of RTEK's expansion strategy include: (1) expanding
production of RTEK's existing product lines by improving the production process;
(2) focusing sales and marketing efforts on the higher value market segments;
(3) development of new products i.e. playground safety surfacing; and ( 4)
establishing additional plants in other locations where large quantities of
scrap tires are located.
RTEK is known for its innovation and production. RTEK is developing new
products and marketing these to industries that are currently using products
made from virgin (new) rubber. RTEK's industry focus is recycled rubber and
molded products. RTEK markets to customers in North America, Europe and the
Pacific Rim.
Products and Services
The rubber tire recycling industry itself is less than twenty years old.
Over a dozen states in the United States have established methods, criteria and
support for the disposal of used tires. California is an industry leader. Not
only has it mandated requirements on the landfills within the state, eliminating
obligation to accept tires in the landfills, but the California Integrated Waste
Management Board has established grants and other supportive programs for the
businesses within California to foster the growth of all bona fide tire
recyclers. Further, the state has issued mandates allowing and requiring the
use of recycled products. Examples include the use of a mixed rubber and
asphalt slurry solution on most asphalt roads and their repair as well as the
use of rubber byproducts on school playgrounds in place of sand and/or wood
fibers. Rubber is safer, more resilient and less expensive than other
materials.
The Company's product mix includes:
* Rubber for garden hose production Through a sub-contractor during the year
2000, the Company intends to commence to annually deliver 4.5 million pounds of
product. Management of the Company anticipates that these requirements could
increase in the event the Company successfully satisfies this contract.
* Asphalt Rubber The Company currently delivers rubber to the asphalt
industry.
* Playground Fill The Company delivers more than one million pounds annually
to local and out of state schools. This product is ground rubber and fiber to a
3/8" +/- size, without metal. The Company will be initiating an advertising
campaign to promote this product.
* Molded Products .There are two forms of molded products, traffic and safety
products that the Company produces from its stockpiles and the Company prepares
on a service basis. Sales of traffic devices have increased to approximately
250,000 pounds annually.
* Landscape products, principally comprised of tree rings and borders.
These are produced under contract and sold in WalMart and Target stores
<PAGE>
Service Income
The Company receives used tires for shredding and grinding into other
products. For this service the Company is paid a "tipping fee". There is a fee
paid in all jurisdictions for tire recycling but the amount of the fee varies.
In Los Angeles the fee the Company receives ranges from $0.45 to $5.00 per tire.
Competition
There are very few full recyclers in any areas. For example, in Los
Angeles there are approximately eight companies that take in tires. Of these
companies, all but five simply shred the tires and land fill the shreds, and of
these shredding companies one has approached RTEK to accept shredded tires on a
wholesale basis. The stated goal of the California Governmental Board is to
eliminate the land filling of all tires and to cause all waste tires to be
recycled or reused in some way.
The two companies in Los Angeles that actually recycle tires are RTEK and a
company that only produces rubber for the rubberized asphalt industry. RTEK has
a purchase order from this competitor to cover volume short runs as they occur.
Only RTEK creates a final product from the tires it receives.
Last year, RTEK received almost three million pounds of tires. RTEK can
increase its receipts of tires without significant expense or revenue reduction
by increasing collection sites in other counties or states and thereby increase
its revenues and profits.
Trademarks, Patents, and Other Intellectual Property
RTEK's philosophy is to utilize existing technology in all its production
applications. There are no patents, etc. in RTEK's name and no additional
research and development costs have been incurred in the pursuit of new
processes. All research and development is applied to the research of new and
better products.
Marketing Plan
Tire recycling is a relatively new industry. New products are being
created every day based on the creativity of the inventors and the inherent
characteristics and components of rubber. RTEK has recently identified several
recycled products that it intends to market in the future. Based on its ability
to produce these products, past sales, and discussions with current and
prospective customers, RTEK will concentrate its efforts in (i) mesh for various
products including garden hoses, (ii) playground fill, and (iii) molded
products. The receipt of tipping fees continues to increase as long as tires
are being taken in and products are produced to customers.
<PAGE>
Governmental Regulations
Management of the Company is not aware of any significant governmental
regulations on the operation of its business, other than environmental
regulations. Most jurisdictions require a process permit to assure that tire
piles are not allowed to accumulate into a fire hazard and mosquitoes are
controlled. RTEK has permits for its Los Angeles facility.
Properties
The Company presently has only one production facility, located at 3185
East Washington Blvd, Los Angeles, CA 90023. The Company's telephone number is
(323) 268-6842 and its facsimile number is (323) 268-7328. The Company's
offices contain approximately 1,800 square feet and the Company's production
facility of 17,200 square feet houses all equipment necessary to store shred,
grind and mold used tires into marketable products.
The Company's facility is leased for a monthly rental of $12,848 and has a
term until December 31, 2001, with a five year option to extend.
<PAGE>
MARKET FOR RTEK'S SECURITIES
RTEK has been a non-reporting publicly traded company. RTEK's common
stock is presently traded on the OTC Bulletin Board operated by Nasdaq under the
symbol RTEKE. RTEK has not become or otherwise been a reporting company under
the Securities Exchange Act of 1934. The Nasdaq Stock Market has implemented a
change in its rules requiring all companies trading securities on the OTC
Bulletin Board to become reporting companies under the Securities Exchange Act
of 1934. RTEK is required to become a reporting company by the close of
business on March 23, 2000 or no longer be listed on the OTC Bulletin Board.
RTEK effected the stock exchange transaction with Global Sight on March 12, 2000
and became a successor issuer thereto in order to comply with the reporting
company requirements implemented by the over-the-counter bulletin board.
The following table sets forth the high and low closing prices for shares
of RTEK common stock for the periods noted, as reported by the National Daily
Quotation Service and the Over-The-Counter Bulletin Board. Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CLOSING PRICES
YEAR PERIOD HIGH LOW
- ----- ---------------------------------------- ------- -----
2000 First quarter (through March 10, 2000) $ 0.39 $0.12
1999 First quarter $ 1.19 $0.27
Second quarter $ 0.31 $0.09
Third quarter $ 0.13 $0.07
Fourth quarter $ 0.27 $0.04
1998 Second quarter $ 1.21 $0.76
Third quarter $ 1.70 $0.90
Fourth quarter $ 1.98 $0.88
</TABLE>
In addition to freely tradeable shares, RTEK has numerous shares of common
stock outstanding which could be sold pursuant to Rule 144. In general, under
Rule 144, subject to the satisfaction of certain other conditions, a person,
including one of our affiliates, who has beneficially owned restricted shares of
common stock for at least one year is entitled to sell, in certain brokerage
transactions, within any three-month period, a number of shares that does not
exceed the greater of 1% of the total number of outstanding shares of the same
class, or the average weekly trading volume during the four calendar weeks
immediately preceding the sale. A person who presently is not and who has not
been an affiliate for at least thre months immediately preceding the sale and
who has beneficially owned the shares of common stock for at least two years is
entitled to sell such shares under Rule 144 without regard to any of the volume
limitations described above.
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current directors
and executive officers of RTEK who will remain so with the combined entity,
their principal offices and positions and the date each such person became a
director or executive officer. Our executive officers are elected annually by
the Board of Directors. Our directors serve one year terms until their
successors are elected. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors. There are no
family relationships between any of the directors and executive officers. In
addition, there was no arrangement or understanding between any executive
officer and any other person pursuant to which any person was selected as an
executive officer.
Our directors and executive officers are as follows:
Name Age Positions
- ---- --- ---------
Raymond L. Webb 62 President and Director
James Mason 54 Vice President, Production
Fred Schmidt 55 Chief Financial Officer
Terrence Burke 53 Director
RAYMOND L. WEBB. PRESIDENT /CHAIRMAN OF THE BOARD
Raymond L. Webb, the founder of Rubber Technology International, graduated
from U.C.L.A. having majored in Business Administration and Economics. Prior to
the tire recycling business, Mr. Webb founded and operated Webb Development
Company, which developed Emery Bay Cove Marina, a 430 slip marina in the San
Francisco Bay, high-rise office and commercial buildings, apartment and
condominium complexes, government buildings, manufacturing facilities, modular
jail cells to accommodate over-crowding of detention centers, residential
dwellings from individual custom homes to housing tracts throughout the Western
United States.
FRED SCHMIDT. CHIEF FINANCIAL OFFICER
Fred Schmidt received his Bachelors of Science degree in Business
Administration with a minor in Mathematics from California State Polytechnic
University, Pomona. From 1966-1975 he was Supervisor, Audit Department for
Deloitte & Touche. In 1976, Mr. Schmidt founded a CPA practice in Orange
County, California which he sold in 1980. Mr. Schmidt worked in the real estate
industry since 1980, first as the Chief Financial Officer of Urban West
Communities, and since 1988 as Chief Financial Officer for Webb Development
Company. Mr. Schmidt now serves as Chief Financial Officer for Rubber
Technology International.
<PAGE>
JAMES C. MASON. VICE-PRESIDENT, PRODUCTION
James Mason received his Bachelors Degree in Business Management and
Administration from Brigham Young University, Provo, Utah. Mr. Mason founded
and operated a Utah construction company specializing in industrial and
commercial projects utilizing pre-engineered components and concrete tilt-up
processes. Since 1984, Mr. Mason served as Vice President for Webb Development
Company and now serves as Vice President, Production for Rubber Technology
International.
TERRENCE T. BURKE, DIRECTOR
Terrence Burke joined Webb Development Company as Vice President of Finance
in 1983. His education included the School of Mortgage Banking at the
University of Maryland and the University of California at Los Angeles, with
specific emphasis in finance, construction and construction law. During 18
years with The Colwell Company, a Los Angeles based mortgage banking firm, he
was elected to the office of Vice President of the parent company and four real
estate construction subsidiaries. Since 1988 he has been the owner of Burke's
Country Pine which now owns three retail stores.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following RTEK summary compensation table shows certain compensation
information for services rendered in all capacities for the three fiscal years
ended December 31, 1998 and 1999. No executive officer's salary and bonus
exceeded $100,000 in any of the applicable years. The following information
includes the dollar value of base salaries, bonus awards, the number of stock
options granted and certain other compensation, if any, whether paid or
deferred.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------- ------------------------
Awards Payouts
--------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Salary Bonus Compensation Stock Awards Options Payouts ($) Compensation
Principal Position Year ($) ($) ($) ($) SAR's (#) ($)
Raymond L. Webb 1999 $0.00 -0- -0- -0- -0- -0- -0-
1998 $0.00 -0- -0- -0- -0- -0- -0-
Fred Schmidt 1999 $68,448 -0- -0- -0- -0- -0- -0-
1998 $29,470 -0- -0- -0- -0- -0- -0-
James C. Mason 1999 $47,733 -0- -0- -0- -0- -0- -0-
1998 $53,985 -0- -0- -0- -0- -0- -0-
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
-------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of Securities Percent of Total
Underlying Options/SAR's
Options/SAR's Granted to Employees Exercise of Base Price
Name Granted (#) In Fiscal Year ($/Sh) Expiration Date
- -------------------------------------------------------------------------------------------------------------------
Raymond L. Webb -0- - - -
Fred Schmidt -0- - - -
James C. Mason -0- - - -
</TABLE>
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of Unexercised
Securities Underlying Value of Unexercised In-
Options/SAR's At FY-End The-Money Option/SAR's
Shares Acquired (#) At FY-End ($)
Name On Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
($)
- ---------------------------------------------------------------------------------------------------------------------------
Raymond L. Webb -0- -0- -0- -0-
Fred Schmidt -0- -0- -0- -0-
James C. Mason -0- -0- -0- -0-
</TABLE>
Compensation of Directors
To date, Directors of the Company have not received any compensation for
serving in such capacity.
Employment Agreements
The Company has no existing employment agreements with its officers or key
employees.
CERTAIN TRANSACTIONS
The Company owes $268,000 to two shareholders, arising from monetary
investments and a guarantee, and in consideration for minor services by a
shareholder. The Company also owes $461,570 to Raymond Webb, our President and
a director, arising from monetary investments into the Company. Certain current
liabilities have been personally guaranteed by Raymond Webb.
RTEK has a management agreement and has made investments into a venture
which is initiating operations in the greater Las Vegas area. This business
will be excavating and selling sand. Other investors in this Las Vegas venture
include a son of Raymond Webb, the Webb Family Trust and an unaffiliated CPA
who, as a part of a greater agreement with RTEK, has lent money to RTEK, has
lent money to RTEK for the investment in Las Vegas and who has received 250,000
shares of RTEK common stock.
<PAGE>
RISK FACTORS
CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and its officers and directors. They have other business interests to
which they devote attention, and they may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with their fiduciary duties to the
Company.
POSSIBLE NEED FOR ADDITIONAL FINANCING. The Company has very limited
funds, and such funds may not be adequate to take advantage of any available
business opportunities. Even if the Company's funds prove to be sufficient to
acquire an interest in, or complete a transaction with, a business opportunity,
the Company may not have enough capital to exploit the opportunity. The
ultimate success of the Company may depend upon its ability to raise additional
capital. The Company has not investigated the availability, source, or terms
that might govern the acquisition of additional capital and will not do so until
it determines a need for additional financing. If additional capital is needed,
there is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to the Company. If not
available, the Company's operations will be limited to those that can be
financed with its modest capital.
REGULATION OF PENNY STOCKS. The Company's securities are subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other than
established customers or accredited investors. For purposes of the rule, the
phrase "accredited investors" means, in general terms, institutions with assets
in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefore.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules, the rules would apply to the
Company and to its securities. The rules may further affect the ability of
owners of Shares to sell the securities of the Company in any market that might
develop for them.
<PAGE>
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a
position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to the Company's securities.
LIMITED OPERATING HISTORY. The Company was formed in October of 1996 for
implementing its business opportunities. The Company has limited operating
history, revenues from operations, or assets. The Company faces all of the
risks of a new business and the special risks inherent in the investigation,
acquisition, or involvement in a new business opportunity. The Company must be
regarded as a new or "start-up" venture with all of the unforeseen costs,
expenses, problems, and difficulties to which such ventures are subject.
NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will generate revenues or profits, or that the market price of the
Company's Common Stock will be increased thereby.
IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company's limited funds
and the lack of full-time management will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a business
opportunity before the Company commits its capital or other resources thereto.
Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company
will be particularly dependent in making decisions upon information provided by
the promoter, owner, sponsor, or others associated with the business opportunity
seeking the Company's participation. A significant portion of the Company's
available funds may be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.
LACK OF DIVERSIFICATION. Because of the limited financial resources that
the Company has, it is unlikely that the Company will be able to diversify its
operations. The Company's probable inability to diversify its activities into
more than one area will subject the Company to economic fluctuations within its
target industry and therefore increase the risks associated with the Company's
operations.
DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT. The
Company currently has several key individuals who are serving as its officers
and directors, including without limitation Raymond Webb. The Company will be
heavily dependent upon their skills, talents, and abilities to implement its
business plan, and may, from time to time, find that the inability of the
officers and directors to devote full time attention to the business of the
Company results in a delay in progress toward implementing its business plan.
Because investors will not be able to evaluate the merits of possible business
opportunities by the Company, they should critically assess the information
concerning the Company's officers and directors.
<PAGE>
LACK OF CONTINUITY IN MANAGEMENT. The Company does not have an employment
agreement with any of its officers and directors, and as a result, there is no
assurance that they will continue to manage the Company in the future.
INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company's Articles of
Incorporation provide for the indemnification of its directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company. The
Company will also bear the expenses of such litigation for any of its directors,
officers, employees, or agents, upon such person's promise to repay the Company
therefore if it is ultimately determined that any such person shall not have
been entitled to indemnification. This indemnification policy could result in
substantial expenditures by the Company which it will be unable to recoup.
DIRECTOR'S LIABILITY LIMITED. The Company's Articles of Incorporation
exclude personal liability of its directors to the Company and its stockholders
for monetary damages for breach of fiduciary duty except in certain specified
circumstances. Accordingly, the Company will have a much more limited right of
action against its directors than otherwise would be the case. This provision
does not affect the liability of any director under federal or applicable state
securities laws.
DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business experience of
its officers and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's President without
any input from stockholders. Furthermore, it is anticipated that such persons
may be engaged on an "as needed" basis without a continuing fiduciary or other
obligation to the Company. In the event the President of the Company considers
it necessary to hire outside advisors, they may elect to hire persons who are
affiliates, if they are able to provide the required services.
LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.
COMPETITION. The search for potentially profitable business opportunities
is intensely competitive. The Company expects to be at a disadvantage when
competing with many firms that have substantially greater financial and
management resources and capabilities than the Company.
NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.
<PAGE>
LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may
consider an acquisition in which the Company would issue as consideration for
the business opportunity to be acquired an amount of the Company's authorized
but un-issued Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result of such an
acquisition would be that the acquired company's stockholders and management
would control the Company, and the Company's management could be replaced by
persons unknown at this time. Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's President could sell his control block of stock at a premium price
to the acquired company's stockholders.
LIMITED PUBLIC MARKET EXISTS. There is a limited public market for the
Company's common stock, and no assurance can be given that a market will
continue or that a shareholder ever will be able to liquidate his investment
without considerable delay, if at all. The market price for the Company's stock
may be highly volatile. Factors such as those discussed in this "Risk Factors"
section may have a significant impact upon the market price of the securities
offered hereby. Owing to the low price of the securities, many brokerage firms
may not be willing to effect transactions in the securities. Even if a
purchaser finds a broker willing to effect a transaction in these securities,
the combination of brokerage commissions, state transfer taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of such securities as collateral for any
loans.
OUR AUDITORS HAVE ADVISED THAT WE HAVE TO OBTAIN ADDITIONAL CAPITAL TO
CONTINUE IN BUSINESS. Our auditors in their report included in our financial
statements have expressed doubt about our ability to continue as a going
company. That risk is primarily dependent on our ability to raise sufficient
money to undertake our business plan. If we do not continue as a business, our
stock would be worth substantially less.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. Management believes that
this Report on Form 8-K contains forward-looking statements, including
statements regarding, among other items, the Company's future plans and growth
strategies and anticipated trends in the industry in which the Company operates.
These forward-looking statements are based largely on the Company's control.
Actual results could differ materially from these forward-looking statements as
a result of factors described herein, including, among others, regulatory or
economic influences. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
<PAGE>
Successor Issuer Election.
Upon execution of the Exchange Agreement and delivery of the RTEK shares to
MRC as the sole shareholder of Global Sight, pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange Commission, RTEK
became the successor issuer to Global Sight for reporting purposes under the
Securities Exchange Act of 1934 and elected to report under the Act effective
March 12, 2000.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of RTEK for the fiscal years ending November
30, 1998 and November 30, 1999 are included herein in reliance on the report of
James E. Slayton, CPA, our independent public accountant.
<PAGE>
RUBBER TECHNOLOGY INTERNATIONAL, INC.
FINANCIAL STATEMENTS
--------------------
NOVEMBER 30, 1998
AND
NOVEMBER 30, 1999
<PAGE>
- ------
JAMES E. SLAYTON, CPA
- ------------------------
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
----------------------------
BOARD OF DIRECTORS JANUARY 17, 2000
RUBBER TECHNOLOGY INTERNATIONAL, INC. (THE COMPANY)
LOS ANGELES, CALIFORNIA 90023
I have audited the Balance Sheet of Rubber Technology International, Inc.
as of November 30, 1998 and November 30, 1999, and the related Statements of
Operations, Shareholders' Equity and Cash Flows for the periods December 1,
1997 to November 30, 1998 and the period ended November 30, 1999. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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 statement presentation. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rubber Technology
International, Inc., at November 30, 1998 and November 30, 1999, and the results
of its operations and cash flows for the period December 1, 1997 to November 30,
1998 and the period ended November 30, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had limited operations and has not
established a long term source of revenue. The Company has had operating losses
for the two operating periods reported. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
James E. Slayton, CPA
Ohio License ID #04-1-15582
<PAGE>
RUBBER TECHNOLOGY INTERNATIONAL, INC.
BALANCE SHEET
NOVEMBER 30, 1998 AND 1999
ASSETS
<TABLE>
<CAPTION>
<S> <C> <C>
NOVEMBER 30, 1998 NOVEMBER 30, 1999
------------------- --------------------
CURRENT ASSETS
Cash $ 302,710 $ 29,672
Accounts Receivable 73,091 25,574
Inventory 108,635 43,232
--------- ---------
Total Current Assets 484,436 98,478
PROPERTY AND EQUIPMENT
Property and Equipment, net of depreciation 888,877 797,704
--------- --------
Total Property and Equipment 888,877 797,704
OTHER ASSETS
Accounts Receivable 113,519 807,084
Deposits 8,500 10,500
Plant Design - Second Plant 92,816 92,816
-------- --------
Total Other Assets 214,835 910,400
-------- --------
TOTAL ASSETS $ 1,588,148 $1,806,582
=========== ============
</TABLE>
See accompanying notes to financial statements
<PAGE>
RUBBER TECHNOLOGY INTERNATIONAL, INC.
BALANCE SHEET
NOVEMBER 30, 1998 AND 1999
LIABILITIES AND EQUITY
<TABLE>
<CAPTION>
<S> <C> <C>
NOVEMBER 30, 1998 NOVEMBER 30, 1999
CURRENT LIABILITIES
Accounts Payable $ 82,790 $ 118,740
Current Portion of Long Term Debt 57,180 57,180
Short Term Notes Payable 353,053 114,229
------------------- ------------
Total Current Liabilities 493,023 290,149
LEASE COMMITMENTS (NOTE 6)
LONG TERM LIABILITIES (NOTES 4 AND 5)
Note Payable - Equipment 192,820 193,774
Note Payable - Officer 44,764 69,437
Due Shareholders 10,210 729,570
------------------- ------------
Total Other Liabilities 247,794 992,781
------------------- ------------
Total Liabilities 740,817 1,282,930
SHAREHOLDERS' EQUITY
Common Stock, $0.0001 par value, authorized
75,000,000 shares; issued and outstanding at
November 30, 1999, 10,831,878 shares 910 1,083
Additional Paid-In Capital, from sales of
Common Shares 1,810,452 2,116,037
Retained Earnings (Deficit accumulated during
initial operating stage) (964,031) (1,593,468)
------------------- ------------
Total Shareholders' Equity 847,331 523,652
------------------- ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 1,588,148 $ 1,806,582
================== =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
RUBBER TECHNOLOGY INTERNATIONAL, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED NOVEMBER 30, 1998 AND 1999
<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
NOVEMBER 30, 1998 NOVEMBER 30, 1999
------------------- -------------------
REVENUES
Revenues $ 464,239 $ 593,620
COSTS AND EXPENSES
Selling, General and Administrative 405,115 850,102
Consulting Expenses 90,836 75,702
Depreciation 144,560 144,560
Engineering Expenses 57,580 47,733
Rent Expense 98,724 104,960
-------- --------
Total Costs and Expenses 796,815 1,223,057
-------- ---------
NET ORDINARY INCOME OR (LOSS) $ (332,576) $ (629,437)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 5,122,870 10,060,239
============= ============
NET (LOSS) PER COMMON SHARE $ (0.06) $ (0.06)
=============== ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
RUBBER TECHNOLOGY INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 1998 AND 1999
<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
NOVEMBER 30, 1998 NOVEMBER 30, 1999
-------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Operating (Loss) $(332,576) $ (629,437)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES
Changes in Operating Assets and Liabilities
Accounts Receivable (128,112) 47,517
Inventory (108,635) 65,403
Provision for Depreciation and Amortization 144,560 144,560
Accounts Payable 13,704 35,950
Short Term Notes Payable 100,000 (238,824)
---------- -----------
21,517 54,606
---------- -----------
Net Cash Provided by (Used in) Operating Activities (311,059) (574,831)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and Installation of Equipment (170,766) (53,387)
Increase in Deposits (2,000)
Advances in New Venture (156,262) (693,565)
---------- -----------
Net Cash Provided by (Used in) Investing Activities (327,028) (748,952)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Debt (Decrease) Increase - Due Shareholders (29,460) 719,360
Debt Increase - Equipment Loan Funding 250,000 954
Debt Increase - Officer 44,764 24,673
Proceeds from Sale of Securities 680,000 305,758
---------- -----------
Net Cash Provided by (Used in) Financing Activities 945,204 1,050,745
---------- -----------
NET INCREASE (DECREASE) IN CASH 307,117 (273,038)
CASH, BEGINNING OF YEAR (4,407) 302,710
---------- -----------
CASH, END OF YEAR $ 302,710 $ 29,672
========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
RUBBER TECHNOLOGY INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998 AND 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
Rubber Technology International, Inc. (the "Company") was incorporated as
Sunshine Capital, Inc. on July 25, 1986 in the state of Florida. It commenced
operations in 1997 through the acquisition of a Nevada corporation, which had
then commenced operations in California. The Company has had limited operations
from its operational 1977 inception to November 30, 1999.
The Company is authorized to issue up to 75,000,000 shares of its $0.0001
par value common shares. As more fully described in the Statement of
Shareholders' Equity, the Company has completed nine offerings of its common
shares which were exempt from federal registration under the provisions of
Regulation D, Rule 504 of the Securities Act of 1933, as amended. In the
aggregate, the Company has obtained $1,907,185 through these offerings. There
are no other authorized shares of common or preferred stock.
During the period of these financial statements, the Company completed its
production lines and initiated product sales. The Company recycles whole tires
and tire by-products into marketable commodities such as crumb rubber for
playground fill, rubberized asphalt and rubber mats and molded products such as
traffic safety devices, tree rings and various landscape products.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
The consolidated financial statements of the Company are prepared using the
accrual basis of accounting. A portion of the raw materials placed into
production comes from whole tires received by the Company. A fee is normally
paid the Company on receipt of these tires, which is directly recognized as
revenue.
All inventory items are stated at the lower of cost (first-in, first-out)
or market value. Freight costs are included as expenses.
<PAGE>
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)
Property, including leasehold improvements, and equipment are carried at
cost. Depreciation is provided using the straight line method over the
estimated useful life of the equipment. Leasehold improvements are amortized
over the term of the applicable lease, assuming all extensions are exercised.
The Company's main operating facility is located in an Enterprise Zone
within the City of Los Angeles. This allows for tax advantages such as labor
and investment credits and extended tax carry-overs, which are included herein.
The Company has experienced operating losses to date and evaluates its need for
a provision for federal income tax after each quarter. Income taxes for the
current years are offset by prior years losses and tax credits principally
arising from the stated Enterprise Zone credits and provisions. Its rubber
recycling facility is operated by the Nevada corporation.
All exchanges of common stock for services rendered, as more fully
described in the Statement of Shareholders' Equity and Note 5 were recorded at
the fair value of the services.
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid since inception.
The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as of
the date of the financial statements and revenues and expenses for the period
reported. Actual results may differ from these estimates.
The Company has adopted November 30 as its fiscal year end.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business. However, the Company's current operations are not sufficient to cover
all its costs. Without realization of additional capital or increased
operational revenues, it would be unlikely for the Company to continue as a
going concern. It is management's plan to seek additional capital from
qualified investors under loans and private placement provisions available to it
and to increase the level of recurring revenues to cover its costs.
<PAGE>
NOTE 4 - LONG TERM LIABILITIES
The Company is obligated under a loan which is secured by its production
assets. The loan is fully amortizing over an eighty-four month term at $4,765
per month, terminating November 2006. This loan has been personally guaranteed
by a shareholder.
Under the provisions of the long term debt agreements, the Company has the
following minimum annual payment obligations:
Year Ended November 30
------------------------------------
2000 2001 2002
------ ------- -------
Note Payable - Equipment $ 57,180 $ 57,180 $57,180
Note Payable - Officer 12,000 12,000 12,000
Due Shareholders 90,000 72,000 72,000
$159,180 $141,180 $141,180
======== ======== ========
NOTE 5 - RELATED PARTY TRANSACTIONS
Due shareholders consists of $268,000 due two shareholders, arising from
monetary investments, the guarantee described in Note 5, and minor services by a
shareholder, and $461,570 due an officer and shareholder, arising from monetary
investments into the Company.
Certain current liabilities have been personally guaranteed by an officer of the
Company.
Other than the loans from officers and shareholders, the Company has not
engaged in related party transactions.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
<PAGE>
NOTE 6 - LEASE COMMITMENTS
As of November 30, 1999, the Company is obligated under leases for its
production facilities. Future minimum lease payments under these leases are:
Term Minimum Annual Payment
- ---- ------------------------
December 1999 - November 2000 $ 153,700
December 2000 - November 2001 156,700
December 2001 - November 2002 160,300
December 2002 - November 2003 161,800
December 2003 - November 2004 387,600
-------
$ 1,020,100
============
The primary term of the facility leases ends December 2001. The Company
has an option to extend the term of these leases for an additional five years.
The leases and the options provide for cost of living increases between 3-6% per
year on the lease anniversary dates in 2000, 2002 and 2004, if extended.
Additionally, the Company is required to pay any property tax increases over the
base year.
The lease provides the Company an option to purchase the property under
market conditions.
<PAGE>
ITEM 8. CHANGE IN FISCAL YEAR
RTEK as the successor issuer has a fiscal year end of November 30.
Global Sight's fiscal year was December 31. RTEK will retain its November 30
fiscal year end.
EXHIBITS
1.1._ Exchange Agreement between MRC Legal Services Corporation and Rubber
Technology International, Inc., dated as of March 12, 2000.
1.2._ Consulting Agreement between Rubber Technology International, Inc. and
certain consultants dated as of March 12, 2000.
3.1 Articles of Incorporation of the Company
3.2 Bylaws of the Company
23.1 Consent of James E. Slayton, CPA, independent public accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
RUBBER TECHNOLOGY INTERNATIONAL,
INC.
/s/ Raymond L. Webb
----------------------------------
President and Director
Date: March 8, 2000
<PAGE>
STOCK EXCHANGE AGREEMENT
Agreement dated as of March 12, 2000 between Rubber Technology
International, Inc. A Florida corporation ("RTEK"), on the one hand, and MRC
Legal Services Corporation ("MRC" or the "Shareholder"), on the other hand.
1. THE ACQUISITION.
(1) Purchase and Sale Subject to the Terms and Conditions of this Agreement.
At the Closing to be held as provided in Section 2, RTEK shall sell the RTEK
Shares (defined below) to the Shareholder and the Shareholder shall purchase the
RTEK Shares from RTEK, free and clear of all Encumbrances other than
restrictions imposed by Federal and State securities laws.
1.2 Purchase Price. RTEK will exchange 1,200,000 shares of its
restricted common stock (the "RTEK Shares") for 2,700,000 shares of Global
Sight, Inc. ("Global Sight"), representing 100% of the issued and outstanding
common shares of Global Sight (the "Global Sight Shares"). Immediately
subsequent to the Closing, RTEK shall be the sole shareholder of Global Sight.
The RTEK Shares shall be issued and delivered to the Shareholder or assigns as
set forth in Exhibit "A" hereto.
2. THE CLOSING.
2.1 Place and Time. The closing of the sale and exchange of the RTEK
Shares for the Global Sight Shares (the "Closing") shall take place at Cutler
Law Group, 610 Newport Center Drive, Suite 800, Newport Beach, CA 92660 no
later than the close of business (Orange County California time) on or before
March 10, 2000 or at such other place, date and time as the parties may agree in
writing.
2.2 Deliveries by the Shareholders. At the Closing, the Shareholder
shall deliver the following to RTEK:
a. Certificates or other evidence representing the Global Sight Shares, duly
endorsed for transfer to RTEK and accompanied by appropriate stock powers; the
Shareholder shall immediately change those certificates for, and to deliver to
RTEK at the Closing, a certificate representing the Global Sight Shares
registered in the name of RTEK (without any legend or other reference to any
Encumbrance other than appropriate federal securities law limitations).
b. The documents contemplated by Section 3.
<PAGE>
c. All other documents, instruments and writings required by this Agreement
to be delivered by the Shareholder at the Closing and any other documents or
records relating to Global Sight's business reasonably requested by RTEK in
connection with this Agreement.
2.3 Deliveries by RTEK. At the Closing, RTEK shall deliver the
following to the Shareholder:
a. The RTEK Shares for further delivery to the Shareholder or assigns as
contemplated by section 1.
1.2. The documents contemplated by Section 4.
1.3. All other documents, instruments and writings required by this
Agreement to be delivered by RTEK at the Closing.
3. CONDITIONS TO RTEK'S OBLIGATIONS.
The obligations of RTEK to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by RTEK:
3.1 No Injunction. There shall not be in effect any injunction, order
or decree of a court of competent jurisdiction that prevents the consummation of
the transactions contemplated by this Agreement, that prohibits RTEK's
acquisition of the Global Sight Shares or the RTEK Shares or that will require
any divestiture as a result of RTEK's acquisition of the Global Sight Shares or
that will require all or any part of the business of RTEK to be held separate
and no litigation or proceedings seeking the issuance of such an injunction,
order or decree or seeking to impose substantial penalties on RTEK or Global
Sight if this Agreement is consummated shall be pending.
3.2 Representations, Warranties and Agreements. (a) The
representations and warranties of the Shareholder set forth in this Agreement
shall be true and complete in all material respects as of the Closing Date as
though made at such time, and (b) the Shareholder shall have performed and
complied in all material respects with the agreements contained in this
Agreement required to be performed and complied with by it at or prior to the
Closing.
3.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for the
consummation of RTEK's acquisition of the Global Sight Shares shall have been
obtained and shall be in full force and effect.
3.4 Resignations of Director. Effective on the Closing Date, all of
officers and directors shall have resigned as an officer, director and employee
of Global Sight.
<PAGE>
4. CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS.
The obligations of the Shareholder to effect the Closing shall be subject
to the satisfaction at or prior to the Closing of the following conditions, any
one or more of which may be waived by the Shareholder:
4.1 No Injunction. There shall not be in effect any injunction, order
or decree of a court of competent jurisdiction that prevents the consummation of
the transactions contemplated by this Agreement, that prohibits RTEK's
acquisition of the Global Sight Shares or the Shareholder's acquisition of the
RTEK Shares or that will require any divestiture as a result of RTEK's
acquisition of the Shares or the Shareholder's acquisition of the RTEK Shares or
that will require all or any part of the business of RTEK or Global Sight to be
held separate and no litigation or proceedings seeking the issuance of such an
injunction, order or decree or seeking to impose substantial penalties on RTEK
or Global Sight if this Agreement is consummated shall be pending.
4.2 Representations, Warranties and Agreements. (a) The
representations and warranties of RTEK set forth in this Agreement shall be true
and complete in all material respects as of the Closing Date as though made at
such time, and (b) RTEK shall have performed and complied in all material
respects with the agreements contained in this Agreement required to be
performed and complied with by it at or prior to the Closing.
4.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for the
consummation of RTEK's acquisition of the Global Sight Shares and the
Shareholder's acquisition of the RTEK Shares shall have been obtained and shall
be in full force and effect.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
The Shareholder represents and warrants to RTEK that, to the Knowledge of
the Shareholder, and except as set forth in an Global Sight Disclosure Letter:
5.1 Authorization. The Shareholder is a corporation duly organized,
validly existing and in good standing under the laws of the state of California.
This Agreement constitutes a valid and binding obligation of the Shareholder,
enforceable against it in accordance with its terms.
<PAGE>
5.2 Capitalization. The authorized capital stock of Global Sight
consists of 25,000,000 authorized shares of stock and no preferred shares
authorized, of which 2,700,000 common shares are presently issued and
outstanding. No shares have been registered under state or federal securities
laws. As of the Closing Date there will not be outstanding any warrants,
options or other agreements on the part of Global Sight obligating Global Sight
to issue any additional shares of common or preferred stock or any of its
securities of any kind.
5.3 Ownership of Global Sight Shares. The delivery of certificates to
RTEK provided in Section 2.2 will result in RTEK's immediate acquisition of
record and beneficial ownership of the Global Sight Shares, free and clear of
all Encumbrances subject to applicable State and Federal securities laws.
5.4 Consents and Approvals of Governmental Authorities. Except with
respect to applicable State and Federal securities laws, no consent, approval or
authorization of, or declaration, filing or registration with, any Governmental
Body is required to be made or obtained by Global Sight or RTEK or any of its
Subsidiaries in connection with the execution, delivery and performance of this
Agreement by Global Sight or the consummation of the sale of the Global Sight
Shares to RTEK.
5.5 Financial Statements. Global Sight has delivered to RTEK the
consolidated balance sheet of Global Sight as at December 31, 1998 and
September 30, 1999, and statements of income and changes in financial position
for the periods then ended and the period from inception to the period then
ended, together with the report thereon of Global Sight's independent accountant
(the "Global Sight Financial Statements"). The Global Sight Financial
Statements are accurate and complete in accordance with generally accepted
accounting principles.
5.6 Litigation. There is no action, suit, inquiry, proceeding or
investigation by or before any court or Governmental Body pending or threatened
in writing against or involving Global Sight which is likely to have a material
adverse effect on the business or financial condition of Global Sight, RTEK and
any of their Subsidiaries, taken as whole, or which would require a payment by
Global Sight in excess of $2,000 in the aggregate or which questions or
challenges the validity of this Agreement. Global Sight is not subject to any
judgment, order or decree that is likely to have a material adverse effect on
the business or financial condition of Global Sight, RTEK or any of their
Subsidiaries, taken as a whole, or which would require a payment by Global Sight
in excess of $2,000 in the aggregate.
5.7 Absence of Certain Changes. Since the date of the Global Sight
Financial Statements, Global Sight has not:
a. suffered the damage or destruction of any of its properties or assets
(whether or not covered by insurance) which is materially adverse to the
business or financial condition of Global Sight or made any disposition of any
of its material properties or assets other than in the ordinary course of
business;
<PAGE>
b. made any change or amendment in its certificate of incorporation or
by-laws, or other governing instruments;
c. issued or sold any Equity Securities or other securities, acquired,
directly or indirectly, by redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such Equity Security, or granted
or entered into any options, warrants, calls or commitments of any kind with
respect thereto;
d. organized any new Subsidiary or acquired any Equity Securities of any
Person or any equity or ownership interest in any business;
e. borrowed any funds or incurred, or assumed or become subject to,
whether directly or by way of guarantee or otherwise, any obligation or
liability with respect to any such indebtedness for borrowed money;
f. paid, discharged or satisfied any material claim, liability or
obligation (absolute, accrued, contingent or otherwise), other than in the
ordinary course of business;
g. prepaid any material obligation having a maturity of more than 90 days
from the date such obligation was issued or incurred;
h. canceled any material debts or waived any material claims or rights,
except in the ordinary course of business;
i. disposed of or permitted to lapse any rights to the use of any
material patent or registered trademark or copyright or other intellectual
property owned or used by it;
j. granted any general increase in the compensation of officers or
employees (including any such increase pursuant to any employee benefit plan);
k. purchased or entered into any contract or commitment to purchase any
material quantity of raw materials or supplies, or sold or entered into any
contract or commitment to sell any material quantity of property or assets,
except (i) normal contracts or commitments for the purchase of, and normal
purchases of, raw materials or supplies, made in the ordinary course business,
(ii) normal contracts or commitments for the sale of, and normal sales of,
inventory in the ordinary course of business, and (iii) other contracts,
commitments, purchases or sales in the ordinary course of business;
<PAGE>
l. made any capital expenditures or additions to property, plant or
equipment or acquired any other property or assets (other than raw materials and
supplies) at a cost in excess of $2,000 in the aggregate;
m. written off or been required to write off any notes or accounts
receivable in an aggregate amount in excess of $2,000;
n. written down or been required to write down any inventory in an
aggregate amount in excess of $ 2,000;
o. entered into any collective bargaining or union contract or
agreement; or
p. other than the ordinary course of business, incurred any liability
required by generally accepted accounting principles to be reflected on a
balance sheet and material to the business or financial condition of Global
Sight.
5.8 No Material Adverse Change. Since the date of the Global Sight
Financial Statements, there has not been any material adverse change in the
business or financial condition of Global Sight.
5.9 Brokers or Finders. Other than James Stubler, the Shareholder has
not employed any broker or finder or incurred any liability for any brokerage or
finder's fees or commissions or similar payments in connection with the sale of
the Global Sight Shares to RTEK.
6. REPRESENTATIONS AND WARRANTIES OF RTEK.
RTEK represents and warrants to the Shareholder that, to the Knowledge of
RTEK (which limitation shall not apply to Section 6.3). Such representations
and warranties shall survive the Closing for a period of two years.
6.1 Organization of RTEK; Authorization. RTEK is a corporation duly
organized, validly existing and in good standing under the laws of Florida with
full corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action of
RTEK and this Agreement constitutes a valid and binding obligation of RTEK;
enforceable against it in accordance with its terms.
<PAGE>
6.2 Capitalization. The authorized capital stock of RTEK consists of
75,000,000 shares of common stock, par value $0.0001 per share and no shares of
preferred stock. As of the date hereof, RTEK had 12,885,724 shares of common
stock issued and outstanding, and no shares of Preferred Stock issued and
outstanding. As of the Closing Date, all of the issued and outstanding shares
of common stock of RTEK are validly issued, fully paid and non-assessable. The
Common Stock of RTEK is presently listed and trading on the Nasdaq
Over-the-Counter Bulletin Board under the symbol "RTEKE."
6.3 Ownership of RTEK Shares. The delivery of certificates to Global
Sight provided in Section 2.3 will result in the Shareholder or assigns
immediate acquisition of record and beneficial ownership of the RTEK Shares,
free and clear of all Encumbrances other than as required by Federal and State
securities laws.
6.4 No Conflict as to RTEK and Subsidiaries. Neither the execution and
delivery of this Agreement nor the consummation of the sale of the RTEK Shares
to the Shareholders will (a) violate any provision of the certificate of
incorporation or by-laws (or other governing instrument) of RTEK or any of its
Subsidiaries or (b) violate, or be in conflict with, or constitute a default (or
an event which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the performance
required by, or excuse performance by any Person of any of its obligations
under, or cause the acceleration of the maturity of any debt or obligation
pursuant to, or result in the creation or imposition of any Encumbrance upon any
property or assets of RTEK or any of its Subsidiaries under, any material
agreement or commitment to which RTEK or any of its Subsidiaries is a party or
by which any of their respective property or assets is bound, or to which any of
the property or assets of RTEK or any of its Subsidiaries is subject, or (c)
violate any statute or law or any judgment, decree, order, regulation or rule of
any court or other Governmental Body applicable to RTEK or any of its
Subsidiaries except, in the case of violations, conflicts, defaults,
terminations, accelerations or Encumbrances described in clause (b) of this
Section 6.4, for such matters which are not likely to have a material adverse
effect on the business or financial condition of RTEK and its Subsidiaries,
taken as a whole.
6.5 Consents and Approvals of Governmental Authorities. No consent,
approval or authorization of, or declaration, filing or registration with, any
Governmental Body is required to be made or obtained by RTEK or any of either of
their Subsidiaries in connection with the execution, delivery and performance of
this Agreement by RTEK or the consummation of the sale of the RTEK Shares to the
Shareholders.
<PAGE>
6.6 Other Consents. No consent of any Person is required to be obtained
by Global Sight or RTEK to the execution, delivery and performance of this
Agreement or the consummation of the sale of the RTEK Shares to the
Shareholders, including, but not limited to, consents from parties to leases or
other agreements or commitments, except for any consent which the failure to
obtain would not be likely to have a material adverse effect on the business and
financial condition of Global Sight or RTEK.
6.7 Financial Statements. Prior to closing, RTEK shall have delivered
to the Shareholder consolidated balance sheets of RTEK and its Subsidiaries as
at November 30, 1998 and November 30, 1999, and statements of income and changes
in financial position for each of the periods then ended, together with the
report thereon of RTEK's independent accountant (the "RTEK Financial
Statements"). Such RTEK Financial Statements and notes fairly present the
consolidated financial condition and results of operations of RTEK and its
Subsidiaries as at the respective dates thereof and for the periods therein
referred to, all in accordance with generally accepted United States accounting
principles consistently applied throughout the periods involved, except as set
forth in the notes thereto, and shall be utilizable in any SEC filing in
compliance with Rule 310 of Regulation S-B promulgated under the Securities Act.
6.8 Brokers or Finders. Other than M. Richard Cutler, Brian Lebrecht,
Vi Bui, and James Stubler RTEK has not employed any broker or finder or incurred
any liability for any brokerage or finder's fees or commissions or similar
payments in connection with the sale of the RTEK Shares to the Shareholders.
6.9 Purchase for Investment. RTEK is purchasing the Global Sight Shares
solely for its own account for the purpose of investment and not with a view to,
or for sale in connection with, any distribution of any portion thereof in
violation of any applicable securities law.
7. Access and Reporting; Filings With Governmental Authorities; Other
Covenants.
7.1 Access Between the date of this Agreement and the Closing Date.
Each of the Shareholder and RTEK shall (a) give to the other and its authorized
representatives reasonable access to all plants, offices, warehouse and other
facilities and properties of Global Sight or RTEK, as the case may be, and to
its books and records, (b) permit the other to make inspections thereof, and (c)
cause its officers and its advisors to furnish the other with such financial and
operating data and other information with respect to the business and properties
of such party and its Subsidiaries and to discuss with such and its authorized
representatives its affairs and those of its Subsidiaries, all as the other may
from time to time reasonably request.
7.2 Regulatory Matters. The Shareholder and RTEK shall (a) file with
applicable regulatory authorities any applications and related documents
required to be filed by them in order to consummate the contemplated transaction
and (b) cooperate with each other as they may reasonably request in connection
with the foregoing.
<PAGE>
8. CONDUCT OF GLOBAL SIGHT'S BUSINESS PRIOR TO THE CLOSING. The Shareholder
shall use its best efforts to ensure the following:
8.1 Operation in Ordinary Course. Between the date of this Agreement
and the Closing Date, Global Sight shall cause conduct its businesses in all
material respects in the ordinary course.
8.2 Business Organization. Between the date of this Agreement and the
Closing Date, Global Sight shall (a) preserve substantially intact the business
organization of Global Sight; and (b) preserve in all material respects the
present business relationships and good will of Global Sight.
8.3 Corporate Organization. Between the date of this Agreement and the
Closing Date, Global Sight shall not cause or permit any amendment of its
certificate of incorporation or by-laws (or other governing instrument) and
shall not:
a. issue, sell or otherwise dispose of any of its Equity Securities, or
create, sell or otherwise dispose of any options, rights, conversion rights or
other agreements or commitments of any kind relating to the issuance, sale or
disposition of any of its Equity Securities;
b. create or suffer to be created any Encumbrance thereon, or create, sell
or otherwise dispose of any options, rights, conversion rights or other
agreements or commitments of any kind relating to the sale or disposition of any
Equity Securities;
c. reclassify, split up or otherwise change any of its Equity Securities;
d. be party to any merger, consolidation or other business combination;
e. sell, lease, license or otherwise dispose of any of its properties or
assets (including, but not limited to rights with respect to patents and
registered trademarks and copyrights or other proprietary rights), in an amount
which is material to the business or financial condition of Global Sight except
in the ordinary course of business; or
f. organize any new Subsidiary or acquire any Equity Securities of any
Person or any equity or ownership interest in any business.
8.4 Other Restrictions. Between the date of this Agreement and the
Closing Date, Global Sight shall not:
a. borrow any funds or otherwise become subject to, whether directly or by
way of guarantee or otherwise, any indebtedness for borrowed money;
b. create any material Encumbrance on any of its material properties or
assets;
c. increase in any manner the compensation of any director or officer or
increase in any manner the compensation of any class of employees;
<PAGE>
d. create or materially modify any material bonus, deferred compensation,
pension, profit sharing, retirement, insurance, stock purchase, stock option, or
other fringe benefit plan, arrangement or practice or any other employee benefit
plan (as defined in section 3(3) of ERISA);
e.make any capital expenditure or acquire any property or assets;
f. enter into any agreement that materially restricts RTEK, Global Sight or
any of their Subsidiaries from carrying on business;
g. pay, discharge or satisfy any material claim, liability or obligation,
absolute, accrued, contingent or otherwise, other than the payment, discharge or
satisfaction in the ordinary course of business of liabilities or obligations
reflected in the Global Sight Financial Statements or incurred in the ordinary
course of business and consistent with past practice since the date of the
Global Sight Financial Statements; or
h.cancel any material debts or waive any material claims or rights.
9. DEFINITIONS.
As used in this Agreement, the following terms have the meanings specified
or referred to in this Section 9.
9.1 "Business Day" C Any day that is not a Saturday or Sunday or a day
on which banks located in the City of New York are authorized or required to be
closed.
9.2 "Code" C The Internal Revenue Code of 1986, as amended.
9.3 "Encumbrances" C Any security interest, mortgage, lien, charge,
adverse claim or restriction of any kind, including, but not limited to, any
restriction on the use, voting, transfer, receipt of income or other exercise of
any attributes of ownership, other than a restriction on transfer arising under
Federal or state securities laws.
9.4 "Equity Securities" C See Rule 3aB11B1 under the Securities
Exchange Act of 1934.
9.5 "ERISA" C The Employee Retirement Income Security Act of 1974, as
amended.
9.6 "Governmental Body" C Any domestic or foreign national, state or
municipal or other local government or multi-national body (including, but not
limited to, the European Economic Community), any subdivision, agency,
commission or authority thereof.
9.7 "Knowledge" C Actual knowledge, after reasonable investigation.
9.8 "Person" C Any individual, corporation, partnership, joint venture,
trust, association, unincorporated organization, other entity, or Governmental
Body.
9.9 "Subsidiary" C With respect to any Person, any corporation of which
securities having the power to elect a majority of that corporation's Board of
Directors (other than securities having that power only upon the happening of a
contingency that has not occurred) are held by such Person or one or more of its
Subsidiaries.
<PAGE>
10. TERMINATION.
10.1 Termination. This Agreement may be terminated before the Closing
occurs only as follows:
a. By written agreement of the Shareholder and RTEK at any time.
b. By RTEK, by notice to the Shareholders at any time, if one or more of the
conditions specified in Section 3 is not satisfied at the time at which the
Closing (as it may be deferred pursuant to Section 2.1) would otherwise occur or
if satisfaction of such a condition is or becomes impossible.
c. By the Shareholder, by notice to RTEK at any time, if one or more of the
conditions specified in Section 4 is not satisfied at the time at which the
Closing (as it may be deferred pursuant to Section 2.1), would otherwise occur
of if satisfaction of such a condition is or becomes impossible.
d. By either the Shareholders or RTEK, by notice to the other at any time
after March 24, 2000, if the transaction has not been completed.
10.2 Effect of Termination. If this Agreement is terminated pursuant to
Section 10.1, this Agreement shall terminate without any liability or further
obligation of any party to another.
13. NOTICES. All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by hand, (b) sent by telex or facsimile (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) received by the delivery service (receipt requested), in each
case to the appropriate addresses, telex numbers and facsimile numbers set forth
below (or to such other addresses, telex numbers and facsimile numbers as a
party may designate as to itself by notice to the other parties).
(a) If to RTEK:
Rubber Technology International, Inc.
3185 E. Washington Blvd.
Los Angeles, CA 90023
Attn: Raymond Webb
Facsimile (323) 268-7328
(b) If to the Shareholder:
c/o Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Facsimile No.: (949) 719-1988
Attention: M. Richard Cutler, Esq.
<PAGE>
14. MISCELLANEOUS.
14.2 Expenses. Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder.
14.3 Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
agreement.
14.4 No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
14.5 Exclusive Agreement; Amendment. This Agreement supersedes all prior
agreements among the parties with respect to its subject matter with respect
thereto and cannot be changed or terminated orally.
14.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
14.7 Governing Law, Venue. This Agreement and (unless otherwise provided)
all amendments hereof and waivers and consents hereunder shall be governed by
the internal law of the State of California, without regard to the conflicts of
law principles thereof. Venue for any cause of action brought to enforce any
part of this Agreement shall be in Orange County, California.
14.8 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
provided that neither party may assign its rights hereunder without the consent
of the other, provided that, after the Closing, no consent of Global Sight or
the Shareholder shall be needed in connection with any merger or consolidation
of RTEK with or into another entity.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective offi-cers, hereunto duly authorized, and
entered into as of the date first above written.
RUBBER TECHNOLOGY INTERNATIONAL, INC.
a Florida corporation
/s/ Raymond Webb
____________________________________________________
By: Raymond Webb, President
<PAGE>
MRC LEGAL SERVICES CORPORATION
/s/ M. Richard Cutler
____________________________________________________
By: M. Richard Cutler, President
EXHIBIT A
GLOBAL SIGHT SHAREHOLDER AND ASSIGNS
Shareholder RTEK Shares to be Issued
- ----------- ----------------------------
MRC Legal Services LLC 750,000
Brian A. Lebrecht 200,000
Vi Bui 150,000
James Stubler 100,000
TOTAL 1,200,000
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of March 12, 2000 between RUBBER TECHNOLOGY
INTERNATIONAL, INC., a Florida corporation, ("RTEK"), on the one hand, and M.
RICHARD CUTLER ("Cutler"), BRIAN A. LEBRECHT ("Lebrecht"), VI BUI ("Bui") and
JAMES STUBLER ("Stubler" and, together with Cutler, Lebrecht, Bui and Stubler,
the "Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between RTEK and the sole
shareholder of Global Sight, Inc., a Nevada corporation (the "Global Sight
Shareholder").
B. In the event RTEK is able to complete the Stock Exchange with the
Global Sight Shareholder, RTEK wishes to compensate Consultants for their
consulting services.
NOW THEREFORE, it is agreed:
1. Cash Compensation. RTEK shall pay by bank wire to Cutler a
------------------
consulting fee of $150,000.00 immediately upon the execution of a stock exchange
agreement with the Global Sight Shareholder.
2. Stock Compensation. RTEK shall pay and cause to be issued to the
-------------------
Consultants a consulting fee of 800,000 shares of common stock of RTEK (the
"Shares") immediately upon the execution of a stock exchange agreement with the
Global Sight Shareholder. Such shares shall be subject to registration by RTEK
on Form S-8 within 7 days of RTEK closing on the stock exchange agreement with
the Global Sight Shareholder. The Consultants agree to prepare and file the S-8
Registration Statement at their sole expense. Such shares shall be issued as
follows: 488,750 to Cutler, 135,000 to Lebrecht, 101,250 to Bui, and 75,000 to
Stubler.
3. Miscellaneous. This Agreement (i) shall be governed by the laws of
-------------
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
<PAGE>
This Consulting Agreement has been executed as of the date first above
written.
RUBBER TECHNOLOGY INTERNATIONAL, INC.
/s/ Raymond Webb
____________________________________________________
By: Raymond Webb, President
CONSULTANTS
/s/ M. Richard Cutler
____________________________________________________
M. Richard Cutler
/s/ Brian A. Lebrecht
____________________________________________________
Brian A. Lebrecht
/s/ Vi Bui
____________________________________________________
Vi Bui
/s/ James Stubler
____________________________________________________
James Stubler
State of Florida
[LOGO]
Department of State
I certify that the attached is a true and correct copy of the Articles of
Incorporation of SHUNSHINE CAPITAL I, INC., a corporation organized under the
Laws of the State of Florida, filed on July 25, 1986, as shown by the records of
this office.
The document number of this corporation is J26123.
Given under my hand and the
Great Seal of the Sate of Florida,
at Tallahassee, the Capital, this the
29th day of July, 1986.
[THE GREAT SEAL OF THE
STATE OF FLORIDA]
/s/ George Firestone
George Firestone
Secretary of State
<PAGE>
[FILED JUL 25 9:55AM'86
SECRETARY OF STATE
TALLAHASSE, FLORIDA]
ARTICLES OF INCORPORATION
OF
SUNSHINE CAPITAL I, INC.
The undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract, hereby forms a corporation under the laws of the
State of Florida.
ARTICLE I
NAME
The name of this corporation is SUNSHINE CAPITAL I, INC.
ARTICLE II
NATURE OF THE BUSINESS
This corporation shall have the power to transact or engage in any business
permitted under the laws of the United States and of the State of Florida.
ARTICLE III
CAPITAL STOCK
The capital stock of this corporation shall consist of 75,000,000 shares of
common stock having a par value of $0.0001 per share. All of said stock shall
be issued only for cash or other property or for services at a just valuation as
shall be determined by the Board of Directors.
ARTICLE IV
INITIAL CAPITAL
The amount of capital with which this corporation shal commence business
shall be not less than One Hundres ($100.00) Dollars.
ARTICLE V
TERM OF EXISTENCE
This Corporation shall have perpetual existence.
<PAGE>
ARTICLE VI
INITIAL ADDRESS
The initial address of the principal place of business of this corporation
in the State of Florida shall be 1428 Brickell Ave., Suite 202, Miami, Florida
33131. The Board of Directors may at any time and from time to tome move the
principal office of this corporation to any location within or without the State
of Florida.
ARTICLE VII
DIRECTORS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall not be less than one4 (1) and,
subject to such minimum may be increased or decresed from time to time in the
manner provided in the By Laws. The number fo persons constituting the initial
Board of Directors shall be 1.
ARTICLE VIII
INITIAL DIRECTORS
The names and addresses fo the initial Board of Directors are as follows:
Eric P. Littman
1428 Brickell Ave.
Suite 202
Miami, FL 33131
ARTICLE IX
SUBSCRIBER
The name and address of the person signing these Articles of Incorporation
as subscriber is:
Eric P. Littman
1428 Brickell Avenue
Suite 202
Miami, FL 33131
<PAGE>
ARTICLE X
VOTING FOR DIRECTORS
The Board of Directors shall be elected by the Stockholders of the
corporation at such time and in such manner as provided in the By-Laws.
ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any person, firm or
corporation shall be affected by the fact that anyt officer or director of this
corporation is such other party or is, or at some time in the future becomes, an
officer, director or partner of such other contracting party, or has no or
hereafter a direct or indirect interest in such contract.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
This corporation shall have the powre, in its By-Laws or in any resolution
of its stockholders or directors, to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation , and in conjunction
therewith, to procure, at this corporation's expense, policies of insurance.
ARTICLE XIII
RESTRAINT ON ALIENATION
The stockholders of this corporation shall hav ethe power to include in the
By-Laws, or adopt resolutions by a two-thirds (2/3) majority and regulatory or
restrictive provision regarding the proposed sale, transfer or other disposition
of the corporation's stock by its stockholders or in the event of the death of
any stockholder. Said restrictions shall be binding upon third
<PAGE>
parties with actual knowledge thereof or if the same, or notice of the same,
shall be plainly written upon the certificate evidencing ownership of the stock.
ARTICLE XIV
AMENDMENT
Except as may be provided in the By-Laws of this corporation to the
contrary, these Articles of Incorporation may be amended by the affirmative vote
of a majority of the Board of Directors and by the affirmative vote of the
holders of not less than two-thirds (2/3) of the then outstanding stock of the
corporation.
ARTICLE XV
RESIDENT AGENT
The name and address of the initial resident agent of this corporation is:\
Eric P. Littman
1428 Brickell Avenue
Suite 202
Miami, FL 33131
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these Articles
of Incorporation this 23rd day of June, 1986.
/s/ Eric P. Littman
Eric P. Littman, Subscriber
Subscribed and Sworn to this
10 day of July, 1986.
Before me:
/s/signature unknown
Notary Public
My Commission Expires:
NOTARY PUBLIC STATE OF FLORIDA
MY COMMISSION EXPIRES OCT 10, 1986.
<PAGE>
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR
DOMICLE FOR SERVICE OF PROCESS WITHIN THIS STATE
NAMING THE AGENT UPON WHOM PROCESS MAY BE SERVED
In pursuance of Chapter 48.091 of the Florida Statutes, the following is
submitted:
SUNSHINE CAPITAL I, INC. desiring to organize a corporation under the laws
of the State of Florida with its principal place of business as stated in its
Articles of Incorporation has named Eric P. Littman located at Suite 202, 1428
Brickell Avenue, Miami, FL 33131 as its agent upon shom process may be served
within this state.
Having been named to accept service of process for the above-stated
corporation, I hereby accept to act in this capacity and to comply with the
provisions of the Act relative to keeping open said office.
/s/ Eric P. Littman
Eric P. Littman
[FILED JULY 25 9:55AM '86
SECRETARY OF STATE
TALLAHASSEE, FLORIDA]
<PAGE>
[FILED
97 FEB 27 PM 3:41
SECRETARY OF STATE
TALLAHASSEE, FLORIDA]
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SUNSHINE CAPITAL I, INC.
Pursuant to the provisions of Section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Name Change: Article I of the corporation's articles of
incorporation is
hereby amended changing the mane of the corporation from
Sunshine
Capital I, Inc. to Rubber Technology International, Inc.
SECOND: The date of the amendments adoption is February 25, 1997.
THIRD: The amendment was approved by the shareholders. The number
of votes
cast for the amendment was sufficient for approval.
Signed this 25th day of February, 1997
/s/ Ray L. Webb
By: Rya L. Webb
Title: President
<PAGE>
[LOGO]
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
February 27, 1997
CORPORATE ACCESS
TALLAHASSEE, FL
Re: Document Number J26123
The Articles of Amendment to the Articles of Incorporation of SUNSHINE CAPITAL
I, INC. which changed its name to RUBBER TECHNOLOGY INTERNATIONAL, INC., a
Florida corporation, were filed on February 27, 1997.
Should you have any questions regarding this matter, please telephone (904)
487-6050, the Amendment Filing Section.
Nancy Hendricks
Corporate Specialist
Division of Corporations Letter Number: 497A00010455
Division of Corporations -P.O. BOX 6327- Tallahasse, Florida 32314
BY-LAWS
Of
SUNSHINE CAPITAL I, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the 3rd day of January of each year or at such
other time and place designated by the Board of Directors of the corporation.
Business transacted at the annual meeting shall include the election of
directors of the corporation. If the designated day shall fall on a Sunday or
legal holiday, then the meeting shall be held on the first business day
thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall be held
when directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than 10% of all the shares entitled to vote
at the meeting. A meeting requested by shareholders shall be called for a date
not less than 3 nor more than 30 days after the request is made, unless the
shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.
Section 3. Place. Meetings of shareholders shall be held at
<PAGE>
the principal place of business of the corporation or at such other place as may
be designated by the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the meeting
and in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 3 nor more than 30 days
before the meeting, either personally or by first class mail, or by the
direction of the President, the Secretary or the officer or persons calling the
meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. If, however, after the adjournment the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given as provided in this Article to each shareholder of record on a
new record date entitled to vote at such meeting.
Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person, or by proxy, shall
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constitute a quorum at a meeting of shareholders. If a quorum is present, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders
unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11 months from the date thereof
unless otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required by law
or authorized by these by-laws or the Art-icles of Incorporation of this
corporation or taken or to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised
<PAGE>
by or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this state or
shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority to fix the
compensation of directors.
Section 4. Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
Section 5. Number. This corporation shall have a minimum of director but no more
than 7.
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for a term
for which he is elected and until his successor shall have been elected and
qualified or until
his earlier resignation, removal from office or death.
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Section 7. Vacancies Any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of Directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall hold office only until the next election of directors by the
shareholders.
Section 8. Removal of Directors. At a meeting of shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
Section 9. Quorum and Voting. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for the transaction of business. The act
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at the principal place of
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business of the corporation or as otherwise determined by the
Directors.
Section 12. Time Notice and Call of Meetings. Regular meetings of the Board of
Directors shall be held without notice on, the first Monday of the calendar
month two (2) months following the end of the corporations fiscal, or if the
said first Monday is a legal holiday, then on the next business day. Written
notice of the time and place of special meetings of the Board of Directors shall
be given to each director by either personal delivery, telegram or cablegram at
least three (3) days before the meeting or by notice mailed to the director at
least 3 days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose, of any regular or
special meeting of the Board of Directors need be specified in the notice of
waiver of notice of such meeting. A majority of the directors present, whether
or not a quorum exists,
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may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment, and unless the time and place of
adjourned meeting are announced at the time of the adjournment, to the other
directors. Meetings of the Board of Directors may be called by the chairman of
the board, by the president of the corporation ox by any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 13. Action Without a Meeting. Any action, required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, is signed by
such number of the directors, or such number of the members of the committee, as
the case may be, as would constitute the requisite majority thereof for the
taking of such actions, is filed in the minutes of the proceedings of the board
or of the committee. Such actions shall then be deemed taken with the same force
and effect as though taken at a meeting of such board or committee whereat all
members were present and voting throughout and those who signed such action
shall have voted in the affirmative and all others
<PAGE>
shall have voted in the negative. For informational purposes, a copy of such
signed actions shall be mailed to all members of the board or committee who did
not sign said action, provided however, that the failure to mail said notices
shall in no way prejudice the actions of the board or committee.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person.
Section 2. Duties. The officers of this corporation, shall have the following
duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds
<PAGE>
and financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of shareholders
and whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
Section 3. Removal of Officers. An officer or agent elected or appointed by the
Board of Directors may be removed by the board whenever in its judgment the best
interests of the corporation will be served thereby. Any vacancy in any office
may be filed by the Board of Directors.
ARTICLE IV STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation shall be
signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the
<PAGE>
shareholder shall claim to have lost or destroyed a certificate of shares issued
by the corporation, a new certificate shall be issued upon the making of an
affidavit of that fact by the person, claiming the certificate of stock to be
lost, stolen or destroyed, and, at .the discretion of the Board of Directors,
upon the deposit of a bond ox other indemnity in such amount and with such
sureties, if any, as the board may reasonably require.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. This corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committee of directors.
This corporation shall keep at its registered office, or principal place of
business a record of its shareholders, giving the names and addresses of all
shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been a
holder of record of shares of voting trust certificates therefor at least six
months immediately preceding his demand or shall be the holder of record of, or
the holder of record of voting trust certificates for, at least five percent of
the outstanding shares of the corporation, upon written demand stating the
purpose-thereof, shall have the right to examine, in person or
<PAGE>
by agent or attorney, at any reasonable time or times, for any proper purpose
its relevant books and records of accounts, minutes and records of shareholders
and to make extracts therefrom.
Section 3. Financial Information. Not later than four months after the close of
each fiscal year, this corporation shall prepare a balance sheet showing in
reasonable detail the financial condition of the corporation as of the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the corporation during the fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement. The balance sheets and profit
arid loss statements shall be filed in the registered office of the corporation
in this state, shall be kept for at least five years, and shall be subject to
inspection during business hours by any shareholder or holder of voting trust
certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Hoard of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent subject to the provisions of the Florida
Statutes.
<PAGE>
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in circular
form.
ARTICLE VIII. AMENDMENT
These by-laws may be altered, amended ox repealed, and new by-laws may be
adopted by the affirmative vote of the holders of a majority of the shares
outstanding.
JAMES E. SLAYTON, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
January 17, 2000
TO WHOM IT MAY CONCERN:
The firm of James E. Slayton, Certified Public Accountant consents to the
inclusion of my report of November 30, 1999, on the Financial Statements of
Rubber Technology International, Inc., from December 1, 1997 through November
30, 1999, in any filings that are necessary now or in the future to be filed
with the U. S. Securities and Exchange Commission.
PROFESSIONALLY,
/s/ James E. Slayton
James E. Slayton, CPA
Ohio License ID #04-1-15582
