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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form For Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12 (G) of the Securities Exchange Act of 1934
WOLFPACK CORPORATION
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(Name of Small Business Issuer in Its Charter)
Delaware 56-2086188
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(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
17 Glenwood Avenue,
Raleigh, North Carolina 27603
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(Address of Principal Executive Offices) (Zip Code)
(919) 831-1351
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(Registrant's Telephone Number, Including Area Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(a) Business Development.
Wolfpack Corporation, a Delaware corporation (the "Company"), was
formed on March 16, 1998 to engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation Law
("DGCL"). On May 14, 1998, the Company formed Wolfpack Subsidiary Corp., a
Delaware corporation and a wholly-owned subsidiary of the Company (the
"Subsidiary"), in order to effectuate and complete acquisitions of AAM
Investment Council, Inc. ("AAM") and Dina Porter, Inc. ("Dina Porter").
(Unless expressly stated otherwise, all references to the Company
hereinafter shall be deemed to include the Subsidiary. The acquisition of
AAM hereinafter shall be referred to as the "AAM Acquisition" and the
acquisition of Dina Porter hereinafter shall be referred to as the "Dina
Porter Acquisition." Together the AAM Acquisition and the Dina Porter
acquisition hereinafter shall be referred to as the "Acquisitions")
On January 4, 1999, the Company and the Subsidiary entered into two
acquisition agreements, one with AAM (the "AAM Acquisition Agreement") and
the other with Dina Porter (the "Dina Porter Acquisition Agreement")
(collectively the "Acquisition Agreements"). Under the terms of the
Acquisition Agreements, the Company (i) acquired all of the issued and
outstanding stock of AAM from the AAM shareholders in exchange for
1,000,000 shares of the Common Stock of the Company, and (ii) acquired all
of the issued and outstanding shares of stock of Dina Porter from the Dina
Porter shareholders in exchange for 1,000,000 shares of the Company's
common stock, par value $.001(the "Common Stock"). The shares of Common
Stock issued to the shareholders of AAM and Dina Porter were issued
pursuant to an exemption from the registration requirements of the
Securities Act pursuant to Section 4(2). As a result of the Acquisition,
AAM, which was formed under Pennsylvania law on February 15, 1990, and
Dina Porter, which was formed under North Carolina law on May 8, 1998
became the wholly-owned subsidiaries of the Company.
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(b) Business of the Issuer.
(1) Principal Products or Services and their Markets.
(i) The Company.
-----------
The Company is a holding company, the principal assets of which
consist of the capital stock of each of AAM and Dina Porter. The Company
conducts no business on its own independent of AAM and Dina Porter.
(ii) AAM
---
The business in which AAM will engage is the provision of investment
advisory services. Among the services that AAM has offered since its
formation by prior management in 1990 has been portfolio management
designed to achieve unique investment objectives. AAM acts as a financial
adviser to select companies in order to: (i) provide financial advice and
consulting on an everyday basis according to a company's needs; (ii)
analyze certain historical and pro forma financial information pertaining
to the operation of a company; (iii) perform due diligence on a company,
its industry, markets and operations as well as on the principals involved
to the extent that AAM deems prudent; (iv) assist in the preparation of
financial pro formas or other presentation documents to the extent
requested by a client to assist in the structuring, negotiation,
documentation and placement of financing; (v) use its best efforts to
identify and contact qualified private, institutional and industry
investors or their representatives regarding the financing and to make
introductions regarding the same; (vi) under the direction of a client,
advise and assist in the negotiations and structuring of such financing
with potential investors; and (vii) assist in the closing of the financing
with the potential investors.
To date, AAM's investment advisory services have been limited. AAM is
not registered with the Securities and Exchange Commission (the "SEC") as
an investment adviser under the Investment Advisers Act of 1940, as amended
(the "Advisers Act") due to the exemption from such registration for
investment advisers who have fewer than 15 clients in a twelve month
period. The Company intends to expand AAM's investment advisory business
and will register as an investment adviser under the Advisers Act, when it
is required to do so.
(ii) Dina Porter
The business in which Dina Porter will engage is the operation of a
retail store which specializes in contemporary clothing, jewelry and fine
crafts. Dina Porter specializes in contemporary clothing for women ranging
from sizes XS to 3X and in fine gifts. Dina Porter carries clothing, gifts
and crafts that are "Made in America". The clothing is unconstructed,
offering maximum comfort, and is easy to care for, while using top fabrics
such as linen, silk and chiffon. Dina Porter carries casual to wedding
attire and certain lines can be custom
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ordered. Dina Porter carries over 100 lines of clothing, but only carries
two or three items per style.
In addition to clothing, Dina Porter carries a wide selection of
accessories including scarves, hats, purses and limited edition jewelry.
The scarves that Dina Porter carries are usually one-of-a-kind, hand
painted silk. The jewelry carried consists of gold, silver, metal and
modern art pieces. For fine gifts, Dina Porter offers table pieces of hand
blown glass, clocks, hand-thrown pottery, perfume bottles, picture frames
and kaleidoscopes. Dina Porter does carry one line of gifts that is an
exception to the "Made in America" rule. That line is Halcyon Days, the
English Battersea Boxes that are considered to be highly desirable as
collectibles. Dina Porter provides a unique service by customizing the
inside of these boxes.
Dina Porter has conducted this line of business since its inception by
former management in 1983 as a sole proprietorship and as a corporation in
1998. The Company plans to build Dina Porter's retail merchandising
business by opening additional stores in the same geographic area and in
other locations in North Carolina.
(2) Distribution Methods of the Products or Services.
Prior to the AAM Acquisition, AAM's investment advisory services have
been limited. AAM targeted only select clients via word of mouth and had
fewer than 15 clients in a twelve month period. The Company intends to
focus its efforts on enlarging its client base. Presently, AAM has, on the
average 3 to 4 clients per year. Prior to the Dina Porter Acquisition,
former management relied on local and Internet advertising, as well as
"word of mouth". The Company seeks to expand the business of AAM and Dina
Porter by increasing sales and marketing efforts to attain significant
penetration into targeted areas.
As most aspects of AAM's business will be dependent on highly skilled
and experienced individuals, AAM will devote considerable efforts to
recruiting and compensating such individuals and to providing incentives to
encourage them to remain with AAM. Further, approximately sixteen and one-
half (16.5%) percent of the proceeds derived from the March 26, 1999
private placement of the Company's common stock (the "Offering") have been
targeted for sales and marketing efforts and approximately fifty-eight
(58%) percent of the $271,500 raised by the Offering have been targeted for
the acquisition and expansion of AAM and Dina Porter.
(3) Status of any publicly announced new product or service.
There have been no publicly announced new products or services by the
Company, AAM or Dina Porter.
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(4) Competitive Business Conditions and the Company's Competitive
Position in the Industry and Methods of Competition.
(i) The Company.
-----------
The Company is not aware of any competition that it may have from
other holding companies. However, AAM and Dina Porter do have significant
competition in their respective industries.
(ii) AAM.
---
AAM will encounter intense competition in all aspects of its business
and will compete directly with many full service securities firms, a
significant number of which (x) offer their customers a broader range of
financial service including investment advisory services, (y) have
substantially greater resources and (z) may have greater operating
efficiencies. In addition, a number of firms offer investment advisory
services which are incidental to their other services and do not charge any
commission for this type of service. Moreover, there is substantial
commission discounting by full-service broker-dealers competing for
institutional and individual brokerage business. The possible increase of
this discounting could adversely affect AAM.
Other financial institutions, notably commercial banks and savings
and loan associations, offer customers some of the services and products
presently provided by investment advisers and securities firms. In
addition, certain large corporations and banks have entered the securities
industry by acquiring securities firms, which offer investment advice.
While it is not possible to predict the type and extent of competitive
services which banks and other institutions ultimately may offer to
customers, AAM may be adversely affected to the extent those services are
offered on a large scale.
(iii) Dina Porter.
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The specialty retail industry is highly competitive and fragmented.
Dina Porter competes with large specialty retailers, traditional and better
department stores, national apparel chains, designer boutiques, individual
specialty apparel stores and direct marketing firms. Dina Porter competes
for customers principally on the basis of quality, assortment and
presentation of merchandise, customer service, store ambience, sales and
marketing programs and value. Dina Porter competes for quality merchandise
and assortment principally based on relationships with designer resources
and purchasing power. Most of Dina Porter's competitors are larger and have
greater financial resources than the Company. Certain of Dina Porter's
merchandise resources have established competing free-standing retail
stores in the same vicinity as Dina Porter.
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(5) Sources and Availability of Raw Materials and the Names of Principal
Suppliers.
None of the Company, AAM nor Dina Porter utilizes raw materials in its
respective business. The closest comparison to the utilization of raw
materials is the reliance by Dina Porter on designers of quality and
fashionable merchandise. The Company has no guaranteed supply arrangements
with its principal merchandising sources. The Company's success is
dependent in part upon initiating and maintaining strong relationships with
designers and that such designers will continue to meet Dina Porter's
quality, style and volume requirements.
(6) Dependence on one or a few major customers.
Neither the Company nor Dina Porter depends on one or a few major
customers. AAM, historically, has targeted only selected companies and has
fewer than 15 clients in a twelve month period. At present AAM has 4
clients. The loss of 2 clients could have a material adverse effect on its
business. However, the Company has targeted the build-up of the AAM client
base as part of its business plan.
(7) Patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts, including duration.
None.
(8) Need for any Government Approval of Principal Products or Services.
(i) The Company.
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The Company is a holding company and does not need any Government
approval of any principal products or services. It may be noted that
effectiveness of this Form 10-SB and approval of Form 211 as filed with
the NASD are prerequisites of the Company's common stock being quoted on
the National Association of Securities Dealers Over The Counter Bulletin
Board (the "Bulletin Board").
(ii) AAM
---
AAM is not presently awaiting any governmental approval for its
services. Note that AAM is not registered with the SEC as an investment
adviser under the Advisers Act due to the exemption from such registration
for investment advisers who have fewer than 15 clients in a twelve month
period. The Company intends to expand AAM's investment advisory business
and will register as an investment adviser under the Advisers Act, when it
is required to do so.
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(iii) Dina Porter
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Dina Porter does not need any Government approval of any principal
products or services. It may be noted that a facility's operating costs
are affected by increases in the minimum hourly wage, unemployment tax
rates, sales taxes and similar costs over which the Company has no control.
Some of Dina Porter's personnel may be paid at rates based on the federal
minimum wage. As a result, increases in the minimum wage may result in an
increase in the Company's labor costs.
(9) Effect of Existing or Probable Governmental Regulations on the
Business.
The business of AAM, the investment advisory industry and securities
industry generally, are subject to extensive regulation at both the federal
and state levels. Failure to comply with any of these laws, rules or
regulations could result in fines, suspension or expulsion, which could
have a material adverse effect upon AAM as well as the Company. As
previously stated, increases in the minimum wage may result in an increase
in the Dina Porter's as well as the Company's labor costs.
(10) Estimate of the amount spent during each of the last two fiscal
years on research and development activities, and the extent to
which the cost of such activities are borne directly by customers.
Since the Company's inception in 1998, the Company has incurred no
research and development expense. Neither Dina Porter nor AAM has incurred
corporate research and development expense since the Company's acquisition
of them in January 1999. It may noted that AAM incurs certain research
expenses as a part of conducting its investment advisory services and
passes these expenses along to its client. However, this type of daily
activity is part of the very foundation of the service which AAM provides
and should be differentiated from the research and development expenses
incurred in overall technology or product development.
(11) Costs and effects of compliance with environmental laws (federal,
state and local).
None of the Company, AAM nor Dina Porter is impacted directly by the
costs and effects of compliance with environmental laws.
(12) Number of total employees and number of full time employees.
As of the date of this filing, the Company had no full-time
employees. As of the date of this filing, AAM had one (1) full-time
employee and Dina Porter had nine (9) employees, two (2) of whom are full-
time and seven (7) of which are part-time.
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ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The Company was formed on March 16, 1998, under the laws of the State of
Delaware to engage in any lawful act or activity for which corporations may be
organized under the general corporation law of the State of Delaware. On May 14,
1998, the Company formed the Subsidiary, a Delaware corporation, in order to
effectuate and complete the AAM Acquisition and the Dina Porter Acquisition,
which such Acquisitions were consummated on January 4, 1999.
The Company is a holding company, the principal assets of which consist of
the capital stock of the Subsidiary. The Company conducts no business of its
own independent of the Subsidiary. Accordingly, the Company will be dependent
solely on the earnings and cash flows of the Subsidiary for dividends and
distributions to meet its expenses and to pay any cash dividends or
distributions to holders of the Common Stock (if and when they are authorized by
the Board of Directors).
The Subsidiary's principal assets consist of the capital stock of AAM and
Dina Porter. AAM has no significant assets other than cash. Dina Porter has no
significant assets other than inventory. The Subsidiary conducts no business on
its own independent of AAM and Dina Porter. Accordingly, the Subsidiary will
solely be dependent on the earnings and cash flows of AAM and Dina Porter for
dividends and distributions to meet its expenses and to pay any cash dividends
or distributions to holders of the Common Stock (if and when they are authorized
by the Board of Directors). Failure of AAM and/or Dina Porter to generate
operating profits and positive cash flow would have a material adverse effect on
the financial condition of the Subsidiary and, therefore the Company.
The Company's Audited Statement of Operations shows that for the period
from inception (March 16, 1998) to January 4, 1999, the Company had revenues of
$672,619, a gross profit of $267,079 and other income of $3,013. The resulting
net income of the Company, for the period ended January 4, 1999, was $10,876.
For the period ending January 4, 1999, the Company had current assets of
$487,811. For the three months ended March 31, 1999, the Company had revenues
of $139,185, a gross profit of $57,164 and other income of $909. For the three
months ended March 31, 1999, the Company had current assets of $259,042. The
Company believes it has funds sufficient to meet the Company's cash requirements
for approximately the next 12 months and will be able to maintain profitability
in its next year of operations. However, there can be no assurance that the
Company will attain significant sales, will be able to contain expenses, or will
be able to sustain itself through operations. In the event the Company cannot
sustain itself through operations, the Company may need to raise additional
capital in order to sustain itself and to fulfill its business plans. There are
no assurances that such additional financing would be available to the Company
on satisfactory terms, if at all. Failure to obtain such financing would
materially slow or halt the Company's production and significantly impair its
ability to implement its business plan.
The Company has undertaken to grow its business by seeking strategic
acquisitions of and/or strategic partnering with desirable operating entities.
As a holding company, the Company is dependent upon the earnings and cash flows
of its subsidiaries and as such the Company has
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undertaken to grow the business of AAM and Dina Porter. With respect to AAM, the
Company intends to (i) add qualified professionals to its work force, (ii)
target and market to favorably profiled companies, and (iii) ultimately grow its
client base. With respect to Dina Porter, it intends to broaden its retail
footprint in the state of North Carolina. Over time, Dina Porter intends to open
stores in Chapel Hill, Greensboro, Charlotte, and Ashville. It is expected that
the future locations will be between 2,000 and 5,000 square feet and will carry
similar merchandise to the already existing Raleigh location.
Known trends, events or uncertainties that could be reasonably likely to
have a material adverse effect on the businesses of AAM and/or Dina Porter and
may thereby materially impact the Company's short-term or long-term liquidity
and/or net sales, revenues or income from continuing operations are:
1. As to AAM.
A. Fluctuating Securities Volume and Prices
AAM (and the securities industry in general) will be directly
affected by national and international economic and political
conditions, broad trends in business and finance, the level and
volatility of interest rates, changes in and uncertainty regarding tax
laws and substantial fluctuations in the volume and price levels of
securities transactions. AAM (and the securities industry in general)
will be subject to other risks, including customer fraud, employee
errors or misconduct and litigation. In addition, price fluctuations
may cause losses on securities positions, which AAM recommends.
B. Competition from Securities Firms
AAM will encounter intense competition in all aspects of its
business and will compete directly with many full services securities
firms, a significant number of which offer their customers a broader
range of financial services including investment advisory services,
have substantially greater resources and may have greater operating
efficiencies. In addition, a number of firms offer investment
advisory services which are incidental to their other services and do
not charge any commission for this type of service. Moreover, there
is substantial commission discounting by full-service broker-dealers
competing for institutional and individual brokerage business. The
possible increase of this discounting could adversely affect AAM.
C. Competition from Banks
Other financial institutions, notably commercial banks and
savings and loan associations, offer customers some of the services
and products presently provided by investment advisers and securities
firms. In addition, certain large corporations and banks have entered
the securities industry by acquiring securities firms, which
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offer investment advice. While it is not possible to predict the type
and extent of competitive services which banks and other institutions
ultimately may offer to customers, AAM may be adversely affected to
the extent those services are offered on a large scale.
D. Potential Litigation
Many aspects of AAM's business will involve substantial risks of
liability, including exposure to substantial liability under federal
and state securities laws in connection with the suitability of the
advice given to clients and the risk of liability arising out of the
activities of its employees. AAM may not be able to maintain an
errors and omissions insurance policy insuring it against these risks.
In recent years, there has been an increasing incidence of litigation
involving the securities industry, including class actions which
generally seek rescission and substantial damages.
E. Personnel
Most aspects of AAM's business will be dependent on highly
skilled and experienced individuals. AAM will devote considerable
efforts to recruiting and compensating those individuals and to
providing incentives to encourage them to remain with it. Individuals
associated with AAM may in the future leave it at any time to pursue
other opportunities. An inability of AAM to continue to treat certain
personnel as independent contractors rather than employees would be
disadvantageous to the personnel and could have an adverse impact on
AAM's ability to attract and retain those personnel.
F. Regulation
AAM's business, the investment advisory industry and securities
industry generally, are subject to extensive regulation at both the
federal and state levels. Failure to comply with any of these laws,
rules or regulations could result in fines, suspension or expulsion,
which could have a material adverse effect upon the Company.
2. Risk Factors Relating to Dina Porter
A. Sensitivity To Economic Conditions and Consumer Confidence
The specialty retail industry is highly dependent upon the level
of consumer spending, particularly among affluent customers, and may
be adversely affected by an economic downturn, increases in consumer
debt levels, uncertainties regarding future economic prospects, or a
decline in consumer confidence. An economic downturn in the areas in
which Dina Porter is located, could have a material adverse
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effect on Dina Porter's business and results of operations, and
thereby effect the Company.
B. Changing Consumer Preferences
Dina Porter's success depends in substantial part upon its
ability to anticipate and respond to changing consumer preferences and
fashion trends in a timely manner. Although Dina Porter attempts to
stay abreast of emerging lifestyle and consumer preferences affecting
its merchandise, any failure by Dina Porter to identify and respond to
such trends could have a material adverse effect on Dina Porter's
business and results of operations.
C. Dependence on Designer Resources
Because Dina Porter offers high end apparel, the Company's
success is dependent in part upon initiating and maintaining strong
relationships with designers. The Company has no guaranteed supply
arrangements with its principal merchandising sources. Accordingly,
there can be no assurance that such sources will continue to meet Dina
Porter's quality, style and volume requirements. The inability of Dina
Porter to obtain quality and fashionable merchandise in a timely
fashion could have a material adverse effect on Dina Porter's business
and results of operations.
D. Seasonality; Fluctuation in Quarterly Results
The specialty retail industry is seasonal in nature, with a
disproportionately high level of sales and earnings typically
generated in the fall and holiday selling seasons. Working capital
requirements and inventory fluctuate during the year, increasing
substantially in the first quarter in anticipation of the holiday
selling season. If actual sales for a quarter do not meet or exceed
projected sales for that quarter, expenditures and inventory levels
could be disproportionately high for such quarter and Dina Porter's
cash flow and earnings for that quarter and future quarters could be
adversely affected.
E. Competition
The specialty retail industry is highly competitive and
fragmented. Dina Porter competes with large specialty retailers,
traditional and better department stores, national apparel chains,
designer boutiques, individual specialty apparel stores and direct
marketing firms. Dina Porter competes for customers principally on the
basis of quality, assortment and presentation of merchandise, customer
service, store ambience, sales and marketing programs and value. Dina
Porter competes for quality merchandise and assortment principally
based on relationships with designer resources and purchasing power.
Most of Dina Porter's competitors are larger and have greater
financial resources than the Company.
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It should be noted that The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for certain forward-looking statements. The
forward-looking statements contained in this Form 10-SB are subject to certain
risks and uncertainties. Actual results could differ materially from current
expectations. Among the factors that could affect the Company's actual results
and could cause results to differ from those contained in the forward-looking
statements contained herein is the Company's ability to implement its business
strategy successfully, which will be dependent on business, financial, and other
factors beyond the Company's control, including, among others, prevailing
changes in consumer preferences, availability of trained personnel and changes
in regulations. There can be no assurance that the Company will continue to be
successful in implementing its business strategy. Other factors could also
cause actual results to vary materially from the future results covered in such
forward-looking statements.
Item 3. Description of Property.
The Company, the Subsidiary and AAM maintain their executive and
administrative offices at 17 Glenwood Avenue, Raleigh, North Carolina 27603.
Dina Porter leases store space comprised of approximately 4,251 square feet in
the Cameron Village Shopping Center, Daniels Street, Raleigh, North Carolina.
The lease agreement for the premises is from a five year period from October 1,
1995 to September 30, 2000. As rent, Dina Porter presently pays the greater of
(i) the base minimum monthly rent of $4,989.33 or (ii) 6% of gross sales. In
addition, Dina Porter pays its pro rata share of ad valorem property taxes on
the premises, its pro rata portion of insurance and Cameron Village Merchants
Association marketing fund dues.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners.
The following information relates to those persons known to the
Company to be the beneficial owner of more than five percent (5%) of the
Common Stock, par value $.001 per share, the only class of voting
securities of the Company outstanding.
<TABLE>
<CAPTION>
Name and Amount and
Title of Address of Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class*
---------- ---------------- --------------------- -----------
<S> <C> <C> <C>
Common Stock, par Peter L. Coker 500,000 shares/(1)/ 10.6%
value $.001 per share 1305 Slatestone Court
Raleigh, North Carolina 27603 Direct
Common Stock, par Susan H. Coker. 1,500,000 shares/(1)/
value $.001 per share 1305 Slatestone Court
Raleigh, North Carolina 27603 Direct 31.81%
</TABLE>
___________________________
* Based on 4,715,000 shares issued and outstanding.
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/(1)/Mr. and Mrs. Coker own 500,000 shares of stock as tenants by the entirety.
(b) Security Ownership of Management.
The number of shares of Common Stock of the Issuer owned by the Directors
and Executive Officers of the Issuer is as follows:
<TABLE>
<CAPTION>
Name and Amount and
Title of Address of Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class*
-------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Common Stock, par Peter L. Coker 500,000 shares/(1)/ 10.6%
value $.001 per share 1305 Slatestone Court
Raleigh, North Carolina 27603 Direct
Common Stock, par Susan H. Coker. 1,500,000 shares/(1)/
value $.001 per share 1305 Slatestone Court
Raleigh, North Carolina 27603 Direct 31.81%
</TABLE>
______________________
* Based on 4,715,000 shares issued and outstanding.
/(1)/Mr. and Mrs. Coker own 500,000 shares of stock as tenants by the entirety.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
(a) Directors and Executive Officers.
The Directors and Executive Officers of the Company are as follows.
Directors of the Company serve for a term of one year or until their
successors are elected. Officers are appointed by, and serve at the
pleasure of, the Board.
Peter L. Coker, Sr., President, Treasurer and Director
Mr. Coker, age 56, has held the offices of President and Treasurer,
and has been a Director of the Company and Subsidiary since inception.
Mr. Coker has been a Partner and Senior Managing Director of Capital
Investment Partners, an investment banking firm located in Raleigh,
North Carolina since June of 1996. Since November of 1979, He has
also served as President, Director and shareholder of American Asset
Management, Inc., an investment advisory firm located in New York, New
York. Mr. Coker founded American Asset Management, Inc. in 1978. Mr.
Coker has served as President and Assistant Secretary of AAM since in
was formed in February 1990. Mr. Coker is also a Director of Dina
Porter, Inc.. Mr. Coker is currently a member of the Board of
Directors of the following companies: Leading Edge Packaging, Inc.
("LEPI"), Remote Source Lighting International, Inc.,
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Nations Page, Inc., Centennial Venture Partners, LLC, Persimmon IT,
Bear Rock Foods, Inc., and North Carolina State University Foundation.
Mr. Coker is also a member of the New York Society of Security
Analysts.
Susan H. Coker, Secretary and Director
Mrs. Coker, age 56, has held the office of Secretary has been a
Director of the Company and Subsidiary since inception. Mrs. Coker has
been the President and a Director of Dina Porter, Inc. since it was
organized in May 1998. Since February 1990, Mrs. Coker has served as
Secretary and Treasurer and as sole Director of AAM. From September
1983 to December 1998, Mrs. Coker was the sole proprietor of Dina
Porter, a clothing and gift store. Since May 1998, Mrs. Coker has held
the office of President and has served as a Director of Dina Porter,
Inc.
Ira A. Hunt, Director
Mr. Hunt, age 74, has served as a director of the Company since
September 1, 1998. Mr. Hunt has been self-employed as a management
consultant since 1993. Mr. Hunt has served on the board of directors
of Data Measurement Corp., Information Resources Engineering, American
Multipleyer Corp., and Card Guard International, all public companies.
Mr. Hunt received a B.S. in 1945 from the U.S. Military Academy, an
MBA in 1958 from the University of Detroit, an MS in 1950 from the
Massachusetts Institute of Technology, a Doctor of Business
Administration in 1964 from George Washington University and a Doctor
of University in 1954 from the University of Grenoble, France.
(b) Significant Employees.
The participation of Peter L. Coker and Susan Coker in AAM and Dina
Porter, respectively is significant to the success of each of AAM and
Dina Porter as well as to the Company. The Company presently does not
have an employment agreement with either of Peter Coker and Susan
Coker.
(c) Family Relationships.
Peter L. Coker, Sr. and Susan H. Coker are married to each other.
(d) Involvement In Certain Legal Proceedings.
None of the directors or officers of the Company, the Subsidiary, AAM and
Dina Porter (I) have had any bankruptcy petitions filed by or against them, (ii)
have been convicted in a criminal proceeding or been subject to a pending
criminal proceeding, (iii) have been subject to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his
13
<PAGE>
involvement in any type of business, securities or banking activities; nor (iv)
have been found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
Item 6. Executive Compensation.
None of the Company, the Subsidiary, AAM nor Dina Porter have commenced
paying Susan Coker or Peter Coker any salary or fees.
Item 7. Certain Relationships and Related Transactions.
(a) Transactions where Key Company Members have a direct or indirect
material interest.
On January 4, 1999, the Company and the Subsidiary entered into the
AAM Acquisition Agreement and the Dina Porter Acquisition Agreement. The
terms of the Acquisition Agreements are identical in most respects. Under
the terms of the Acquisition Agreements, the Company acquired all the
issued and outstanding stock of AAM from the shareholders of AAM in
exchange for 1,000,000 shares of the Common Stock of the Company, and
acquired all the issued and outstanding shares of stock of Dina Porter from
its shareholders in exchange for 1,000,000 shares of the Common Stock of
the Company. The shares of Common Stock issued to the shareholders of AAM
and Dina Porter were issued pursuant to an exemption from the registration
requirements of the Securities Act pursuant to Section 4(2).
(b) Transactions with Promoters.
None.
Item 8. Description of Securities.
(a) Common Stock
The Company is authorized to issue up to 25,000,000 shares of common
stock, par value $.001 per share ("Common Stock"), of which 4,715,000
shares are outstanding on the date hereof. Holders of Common Stock are
entitled to one vote for each share held of record on each matter submitted
to a vote of stockholders. There is no cumulative voting for election of
directors.
14
<PAGE>
Subject to the prior rights of any series of preferred stock which may
from time to time be outstanding, if any, holders of Common Stock are
entitled to receive ratably, dividends when, as, and if declared by the
Board of Directors out of funds legally available therefor, and upon the
liquidation, dissolution, or winding up of the Company, to share ratably in
all assets remaining after payment of liabilities and payment of accrued
dividends and liquidation preferences on the preferred stock, if any.
Holders of Common Stock have no preemptive rights and have no rights to
convert their Common Stock into any other securities. The outstanding
Common Stock is validly authorized and issued, fully paid, and
nonassessable.
(b) Preferred Stock
The Company is authorized to issue up to 5,000,000 shares of "blank
check" preferred stock, par value $.001 per share ("Preferred Stock"), none
of which are outstanding on the date hereof. The Board of Directors of the
Company has to date not established the rights and preferences of the
Company's Preferred Stock.
15
<PAGE>
PART II.
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters.
(a) Market Information.
There is no public trading market on which the Company's common stock
is traded. The Company will file a Form 211 with the National Association
of Securities Dealers ("NASD") in order to allow the quote of the Company's
Common Stock on the Bulletin Board. The Company's Common Stock may trade
on the Bulletin Board under the symbol "WOLF", if available. The Common
Stock held by Peter Coker and Susan Coker can be sold pursuant to Rule 144
under the Securities Act of 1933, as amended, after satisfying all holding
periods and other requirements imposed by this rule.
(b) Holders.
There are approximately fifty-four (54) record holders of common
equity.
(c) Dividends.
As of the date hereof, no cash dividends have been declared on the
Common Stock. Subject to the prior rights of any series of preferred
stock which may from time to time be outstanding, if any, holders of Common
Stock are entitled to receive ratably, dividends when, as, and if declared
by the Board of Directors out of funds legally available therefor. Under
the DGCL, the Company may only pay dividends out of capital and surplus, or
out of certain enumerated retained earnings, as those terms are defined in
the DGCL. The payment of dividends on its common stock is, therefore,
subject to the availability of capital and surplus or retained earnings as
provided in the DGCL.
Item 2. Legal Proceedings.
None of the Company, AAM nor Dina Porter is party to any pending legal
proceeding, nor is its property the subject of any pending legal proceeding that
is not routine litigation that is incidental to its business. It may be noted
that many aspects of AAM's business will involve substantial risks of liability,
including exposure to substantial liability under federal and state securities
laws in connection with the suitability of the advice given to clients and the
risk of liability arising out of the activities of its employees. AAM may not
be able to maintain an errors and omissions insurance policy insuring it against
these risks. In recent years, there has been an increasing incidence of
litigation involving the securities industry, including class actions which
generally seek rescission and substantial damages.
16
<PAGE>
Item 3. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
Item 4. Recent Sales of Unregistered Securities.
In May 1998, the Company issued an aggregate of 2,000,000/(1) / to its
founders, Peter L. Coker, Sr. and Susan H. Coker in connection with the
organization and early development stage of the Company, as follows: Peter L.
Coker, Sr. was issued 500,000/(1)/, Susan H. Coker was 1,500,000/(1)/ shares.
In consideration for said shares, the founders paid an aggregate of $283,165,
consisting of $2,000 for shares purchased and $281,165 as additional paid-in-
capital. In April 1999, the Company issued to Kaplan Gottbetter & Levenson, LLP,
50,000 shares of the common stock in consideration for legal services valued at
$5,000 or $.10 per share.
_________________________
(1) Mr. And Mrs. Coker own 500,000 shares of stock as tenants by the entirety.
On January 4, 1999, the Company and the Subsidiary entered into two
acquisition agreements, one with AAM (the "AAM Acquisition Agreement") and the
other with Dina Porter (the "Dina Porter Acquisition Agreement") (collectively
the Acquisition Agreements"). The terms of the Acquisition Agreements are
identical in most respects. Under the terms of the Acquisition Agreements, the
Company acquired all the issued and outstanding stock of AAM from the
shareholders of AAM in exchange for 1,000,000 shares of the Common Stock of the
Company, and acquired all the issued and outstanding shares of stock of Dina
Porter from its shareholders in exchange for 1,000,000 shares of the Common
Stock of the Company. The shares of Common Stock issued to the shareholders of
AAM and Dina Porter were issued pursuant to an exemption from the registration
requirements of the Securities Act pursuant to Section 4(2).
In March 1999, the Company sold 2,715,000 shares of its common stock,
at a price of $0.10 per share, aggregating $271,500, pursuant to Rule 504 of
Regulation D promulgated under the Act.
Item 5. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation contains provisions to (i)
eliminate the personal liability of its directors for monetary damages resulting
from breaches of their fiduciary duty (other than breaches of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, violations under Section 174 of the
DGCL or for any transaction from which the director derived an improper personal
benefit) and (ii) indemnify
17
<PAGE>
its directors and officers to the fullest extent permitted by Section 145 of the
DGCL, including circumstances in which indemnification is otherwise
discretionary. The Company believes that these provisions are necessary to
attract and retain qualified persons as directors and officers. The SEC has
taken the position that the provision will have no effect on claims arising
under the federal securities laws.
Part F/S
Financial Statements.
The Company's Audited Financial Statements as of January 4, 1999 appear on
pages F-1 to F-12 of this Form 10-SB. All such financial statements are
incorporated by reference herein by reference thereto.
18
<PAGE>
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(201) 790-8775
FAX (201) 790-8845
To The Board of Directors and Shareholders
of Wolfpack Corporation
I have audited the accompanying consolidated balance sheet of Wolfpack
Corporation as of January 4, 1999 and the related consolidated statements of
operations, cash flows and shareholders' equity for period from inception, March
16, 1998, to January 4, 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 statements. An audit also includes
assessing the accounting principles 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 Wolfpack as of January 4,
1999 and the results of its operations, shareholders equity and cash flows for
period from inception, March 16, 1998, to January 4, 1999 in conformity with
generally accepted accounting principles.
Thomas Monahan
--------------------------
Thomas P. Monahan, CPA
June 10, 1999
Paterson, New Jersey
F-1
<PAGE>
WOLFPACK CORPORATION
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31,
January 4, 1999
1999 Unaudited
---------- ----------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $132,070 $ 72,819
Inventory 60,367 129,132
Prepaid expenses 57,091 57,091
-------- --------
Current assets 249,528 259,042
Capital assets-net 43,811 41,711
Other assets
Security deposits 5,500 5,500
-------- --------
Total other assets 5,500 5,500
-------- --------
Total assets $298,839 $306,253
======== ========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 15,600 $ 18,330
Investor loans 7,000
-------- --------
15,600 25,330
Stockholders' equity
Preferred stock - authorized 5,000,000 shares,
$.001 per share each. At January 4, 1998, there -
0- shares outstanding.
Common Stock authorized 20,000,000 shares,
$0.001 par value each. At January 4, 1998, there
are 2,000,000 and 2,000,000 shares outstanding
respectively. 2,000 2,000
Additional paid in capital 281,165 281,165
Retained earnings 74 (2,242)
-------- --------
Total stockholders' equity 283,239 280,923
-------- --------
Total liabilities and stockholders' equity $298,839 $306,253
======== ========
WOLFPACK CORPORATION
STATEMENT OF OPERATIONS
</TABLE>
F-2
<PAGE>
WOLFPACK CORPORATION
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the period from
For the period inception, March 13, For the three months
from 1998, to ended March 31,
inception, March March 31, 1998 1999
16, 1998 to Unaudited Unaudited
January 4, 1999 -------------------- --------------------
<S> <C> <C> <C>
Revenue $ 672,619 $ -0- $ 139,185
Costs of goods sold 405,540 -0- 82,021
-------------------- --------------------
Gross profit 267,079 -0- 57,164
Operations:
General and administrative 251,938 -0- 58,289
Depreciation and amortization 7,278 -0- 2,100
---------------- -------------------- --------------------
Total expense 259,216 -0- 60,389
Income before corporate income taxes 7,863 (3,225)
-0-
Other income
Interest income 3,013 909
---------------- --------------------
Total other income and expenses 3,013 909
Net income $ 10,876 $ -0- $ (2,316)
================ ==================== ====================
Net income (loss) per share -basic $ 0.01 $ 0.00 $ (0.00)
================ ==================== ====================
Number of shares outstanding-basic 2,000,000 2,000,000 2,000,000
================ ==================== ====================
</TABLE>
F-3
<PAGE>
WOLFPACK CORPORATION
STATEMENT OF STOCKHOLDERS EQUITY
Unaudited
<TABLE>
<CAPTION>
Preferred Preferred Additional Retained
Stock stock Common Common paid in capital earnings
Date Stock Stock Total
- ------------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
12-31-1998 -0- $ -0- -0- $ -0- $ -0- $ -0- $ -0-
Issuance of -0- $ -0- 2,000,000 $ 2,000 $ 281,165 $ 74 $ 1,000
shares for --------- --------- --------- -------- --------------- -------- --------
acquisitions
01-04-1999 -0- $ -0- 2,000,000 $ 2,000 $ 281,165 $ 74 $ 1,000
Unaudited
Net loss (2,316) (2,316)
--------- --------- --------- -------- --------------- -------- --------
03-31-1999 -0- $ -0- 2,000,000 $ 2,000 $ 281,165 $ (2,242) $ (2,242)
========= ========= ========= ======== =============== ======== ========
</TABLE>
F-4
<PAGE>
WOLFPACK CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the period from
For the period from inception, March 13, For the three months
inception, 1998, to ended
March 16, 1998 to March 31, 1998 March 31, 1999
January 4, 1999 Unaudited Unaudited
------------------- -------------------- --------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 10,876 $ -0- $ (2,316)
Depreciation 7,278 -0- 2,100
Adjustments to reconcile net income (loss) to net cash
Inventory 60,754 (68,765)
Prepaid expenses (28,716)
Accounts payable 15,600 2,730
------------------- --------------------
TOTAL CASH FLOWS FROM OPERATIONS 65,792 -0- (66,251)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital withdrawal (7,500)
Purchase of assets (35,139)
-------------------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (42,635) -0-
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from investors 7,000
--------------------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 7,000
NET INCREASE (DECREASE) IN CASH 30,653 -0- (59,251)
CASH BALANCE BEGINNING OF PERIOD 101,417 -0- 132,070
------------------- -------------------- --------------------
CASH BALANCE END OF PERIOD $ 132,070 $ -0- $ 72,819
=================== ==================== ====================
</TABLE>
F-5
<PAGE>
WOLFPACK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 4, 1999
Note 1 - Organization of Company and Issuance of Common Stock
----------------------------------------------------
a. Creation of the Company
Wolfpack Corporation (the "Company") was formed under the laws of Delaware
on March 16, 1998 and is authorized to issue 20,000,000 shares of common stock,
$0.001 par value each and 5,000,000 shares of preferred stock, $0.001 par value
each.
b. Description of the Company
The Company was formed as a holding company for two subsidiary company's
acquired through the Company's subsidiary Wolfpack Subsidiary, Corp. has two (2)
subsidiaries Dina Porter, Inc. and AAM Investment Council, Inc. Dina Porter,
Inc. (Dina Porter) is a retail store which specializes in contemporary clothing,
jewelry and fine crafts. AAM Investment Council, Inc. (AAM) was formed in on
February 15, 1990 under the laws of Pennsylvania by Peter Coker and Susan Coker.
AAM is an investment adviser, that offers portfolio management designed to
achieve unique investment objectives.
c. Issuance of Shares of Common Stock
On January 4, 1999, the Company issued 1,000,000 shares of common stock
each to Susan Coker and Peter Coker in consideration for all of the issued and
outstanding shares of common stock of Wolfpack Subsidiary, Corp. and its
subsidiaries.
Note 2 - Summary of Significant Accounting Policies
------------------------------------------
a. Basis of Financial Statement Presentation
The consolidated financial statements presented consist of the financial
statements of the Company as at January 4, 1999 and the related statements of
operations, stockholders' equity and cash flows for period from inception, March
16, 1998, to January 4, 1999 and the balance sheet of Wolfpack Subsidiary, Corp.
at January 4, 1999 and the related statements of operations, stockholders'
equity and cash flows for the period from inception, May 14, 1998, to January 4,
1999.
The unaudited consolidated financial statements presented consist of the
unaudited financial statements of the Company as at March 31, 1999 and the
related statements of operations, stockholders' equity and cash flows for the
three months ended March 31, 1999 and the unaudited balance sheet of Wolfpack
Subsidiary, Corp. at March 31, 1999 and the related unaudited statements of
operations, stockholders' equity and cash flows for the three months ended March
31, 1999.
F-6
<PAGE>
WOLFPACK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 4, 1999
b. Cash and cash equivalents
The Company treats temporary investments with a maturity of less than three
months as cash.
c. Revenue recognition
Revenue is recognized when products are shipped or services are rendered.
d. Selling and Marketing Costs
Selling and Marketing - Certain selling and marketing costs are expensed in
the period in which the cost pertains. Other selling and marketing costs are
expensed as incurred.
e. Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives using the straight line
methods over a period of five and seven years. Maintenance and repairs are
charged against income and betterment's are capitalized
f. Earnings per share
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, EARNINGS PER SHARE ("Statement No.
128"). Statement No. 128 applies to entities with publicly held common stock or
potential common stock and is effective for financial statements issued for
periods ending after December 15, 1997. Statement No. 128 replaces APB Opinion
15, Earnings per Share ("EPS"). Statement No. 128 requires dual presentation of
basic and diluted earnings per share by entities with complex capital
structures. Basic EPS includes no dilution and is computed by dividing net
income by the total number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution of securities that could share in the
earnings of the Company such as common stock which may be issuable upon exercise
of outstanding common stock options or the conversion of debt into common stock.
Pursuant to the requirements of the Securities and Exchange Commission, the
calculation of the shares used in computing basic and diluted EPS include the
shares of common stock issued pursuant to certain related party acquisition
agreements.
F-7
<PAGE>
WOLFPACK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 4, 1999
Shares used in calculating basic and diluted net income per share were as
follows:
January 4, 1999
-------------------------
Total number common
shares issued 2,000,000
=========
g. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
h. Asset Impairment
The Company adopted the provisions of SFAS No. 121, Accounting for the
impairment of long lived assets and for long-lived assets to be disposed of
effective January 1, 1996. SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the estimated undiscounted cash flows to be generated by those
assets are less than the assets' carrying amount. SFAS No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. There
was no effect of such adoption on the Company's financial position or results of
operations.
i. Significant Concentration of Credit Risk
At January 4, 1999 and March 31, 1999, the Company has concentrated its
credit risk by maintaining deposits in several banks. The maximum loss that
could have resulted from this risk totaled $-0- which represents the excess of
the deposit liabilities reported by the banks over the amounts that would have
been covered by the federal insurance.
j. Recent Accounting Standards
Accounting for Derivative Instruments and Hedging Activities
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133) was issued in June
1998. It is effective for all
F-8
<PAGE>
WOLFPACK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 4, 1999
fiscal years beginning after June 15, 1999. The new standard requires companies
to record derivatives on the balance sheet as assets or liabilities, measured at
fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivatives and
whether they qualify for hedge accounting. The key criterion for hedge
accounting is that the hedging relationship must be highly effective in
achieving offsetting changes in fair value or cash flows. The Company does not
currently engage in derivative trading or hedging activity. The Company will
adopt SFAS 133 in the fiscal year ending December 31, 2000, although no impact
on operating results or financial position is expected.
Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use
In March of 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". SOP 98-1 requires computer
software costs associated with internal use software to be charged to operations
as incurred until certain capitalization criteria are met. SOP 98-1 is effective
beginning January 1, 1999. The Company is currently assessing the impact that
adoption of this statement will have on consolidated financial position and
results of operations.
k. Unaudited financial information
In the opinion of Management, the accompanying unaudited financial
statements contain all adjustments (consisting only of normal recurring items)
necessary to present fairly the financial position of the Company as of March
31, 1999 and the results of its operations and its cash flows for the three
months ended March 31, 1999. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to the
SEC's rules and regulations of the Securities and Exchange Commission. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.
Note 3 - Transfer of Assets
The Company was formed as a holding company for the acquisition of certain
assets and operating entities through its subsidiary Wolfpack Subsidiary, Corp.
which has two subsidiaries Dina Porter, Inc. and AAM Investment Council, Inc.
The Company entered into an Agreement with Wolfpack Subsidiary, Corp.,
pursuant to which the Company exchanged all the issued and outstanding shares of
common stock of Wolfpack Subsidiary, Corp. and its subsidiaries for an aggregate
of 2,000,000 shares of common stock of the Company. The transaction has been
accounted for as a transfer and is accounted for at historical cost as a pooling
of interests with the recording of the net assets acquired at their historical
book value.
F-9
<PAGE>
WOLFPACK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 4, 1999
Note 4 - Related Party transactions
Certain relationships
Susan Coker and Peter Coker are officer's and directors of the Company,
Wolfpack Subsidiary, Corp., Dina Porter and AAM.
Peter Coker and Susan Coker are husband and wife.
Note 5 - Commitments and Contingencies
Lease Agreements
On June 26, 1995, the Susan H. Coker d/b/a/ Dina Porter entered into a
lease agreement for 4,251 square feet of retail space at The Cameron Village
Shopping Center at 446 Daniel Street, Raleigh, North Carolina with an unrelated
party for a period of 5 years beginning October 1, 1995 and ending September 30,
2000 for a rental of $4,530 per month. The lease requires a security deposit of
$4,530. The amount of rent to be paid over the life of the lease is as follows:
$54,355 per year October 1, 1995 through September 30, 1996
$56,194 per year October 1, 1996 through September 30, 1997.
$58,033 per year October 1, 1997 through September 30, 1998.
$59,872 per year October 1, 1998 through September 30, 1999
$61,711 per year October 1, 1999 through September 30, 2000
The Company is also liable for additional rent equal to 6% of sales which
is computed and paid on an annual basis with a natural break-even point through
September 30, 1996, and thereafter computed and paid on a monthly basis.
In addition, the Company will pay its pro rata share of ad valorem property
taxes on the premises. This will be paid monthly in advance based on estimates
of costs for the year. The monthly amounts due for this space is $173.58 for
property taxes and $63.76 for insurance. These amounts will be adjusted once a
year to reflect the actual pro rata costs for the year.
The Company and AAM occupies office space on a month to month basis, rent
free at 17 Glenwood Avenue, Raleigh, North Carolina 27603.
F-10
<PAGE>
WOLFPACK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 4, 1999
Note 6 - Inventory
Inventory has been recorded at the lower of cost or market under the first-
in first-out method. At December 31 1998, inventory of goods available for sale
was $60,367.
Note 7 - Capital Assets
Capital Assets for the Company consisted of the following at December 31,
1998:
<TABLE>
<CAPTION>
Accumulated
Asset depreciation Balance
-------- ------------ --------
<S> <C> <C> <C>
Vehicles $ 35,139 $ 5,020 $ 30,119
Furniture and fixtures 16,444 $ 6,826 $ 9,618
Leasehold Improvements 7,358 3,284 $ 4,074
-------- ------------ --------
Total $ 58,941 $ 15,130 $ 43,811
======== ============ ========
</TABLE>
Note 8 - Income Taxes
------------
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of March 31, 1999, the Company had no
material current tax liability, deferred tax assets, or liabilities to impact on
the Company's financial position because the deferred tax asset related to the
Company's net operating loss carryforward and was fully offset by a valuation
allowance.
At March 31, 1999, the Company has net operating loss carry forwards for
income tax purposes of $2,242. This carryforward is available to offset future
taxable income, if any, and expires in the year 2010. The Company's utilization
of this carryforward against future taxable income may become subject to an
annual limitation due to a cumulative change in ownership of the Company of more
than 50 percent.
F-11
<PAGE>
WOLFPACK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 4, 1999
The components of the net deferred tax asset as of March 31, 1998 are as
follows:
Deferred tax asset:
Net operating loss carry forward $ 762
Valuation allowance $ (762)
-------
Net deferred tax asset $ -0-
=======
The Company recognized no income tax benefit for the loss generated in the
period from inception, March 16, 1998, to March 31, 1999. SFAS No. 109 requires
that a valuation allowance be provided if it is more likely than not that some
portion or all of a deferred tax asset will not be realized. The Company's
ability to realize benefit of its deferred tax asset will depend on the
generation of future taxable income. Because the Company has yet to recognize
significant revenue from the sale of its products, the Company believes that a
full valuation allowance should be provided.
Note 9 - Limited Offering
----------------
The Company offered for sale a 2,775,000 shares of common stock at a price
of $0.10 per share, pursuant to Rule 504 of Regulation D of the Securities Act,
as amended.
As if March 31, 1999, the Company sold an aggregate of 70,000 shares for an
aggregate of $7,000. Because the shares underlying the offering had not been
issued, the money advanced was treated as an investor loan pending the issuance
of the shares.
Subsequent to the date of the financial statements, the Company sold an
aggregate of 2,715,000 shares have been sold for an aggregate consideration of
$271,500. The Company incurred an aggregate of $19,300 in offering expenses.
In addition, the Company issued an aggregate of 50,000 shares of common
stock to Kaplan Gottbetter & Levenson in consideration for legal services valued
at $5,000.
F-12
<PAGE>
PART III
Item 1. Index to Exhibits.
Exhibit No. Description
----------- -----------
2.1 Acquisition Agreement dated as of dated January 4,
1999 by and between Wolfpack Corporation, Wolfpack
Subsidiary Corp. and AAM Investment Council, Inc.
2.2 Acquisition Agreement dated as of dated January 4,
1999 by and between Wolfpack Corporation, Wolfpack
Subsidiary Corp. and Dina Porter, Inc.
3.1 Certificate of Incorporation of Registrant
3.2 By-laws of Registrant
10.1 Material Contracts (Lease dated April 20, 1995 by
and between Dina Porter Gallery and York
Properties, Inc.)
21 List of Subsidiaries of the Registrant
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
WOLFPACK CORPORATION
Date: June 21, 1999 By: /s/ Peter L. Coker, Sr.
---------------------------------
Peter L. Coker, Sr.
President, Treasurer and Director
Date: June 21, 1999 By: /s/ Susan H. Coker
---------------------------------
Susan H. Coker
Secretary and Director
<PAGE>
EXHIBIT 2.1
ACQUISITION AGREEMENT
between
WOLFPACK CORPORATION,
WOLFPACK SUBSIDIARY CORP.,
AAM INVESTMENT COUNCIL, INC.,
and
PETER AND SUSAN COKER
January 4, 1999
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TABLE OF CONTENTS
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ARTICLE I.................................................................................... 1
SECTION 1.1 Acquisition and Plan of Reorganization................................... 1
SECTION 1.2 Issuance of Shares....................................................... 2
SECTION 1.3 Closing.................................................................. 2
SECTION 1.4 Consummation of Transaction.............................................. 3
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
WOLFPACK CORPORATION.................................................................... 3
SECTION 2.1 Organization of Wolfpack................................................. 3
SECTION 2.2 Capitalization of Wolfpack............................................... 3
SECTION 2.3 Character Documents...................................................... 4
SECTION 2.4 Corporate Documents...................................................... 4
SECTION 2.5 Required Authorizations.................................................. 4
SECTION 2.6 Compliance with Law and Government Regulations........................... 4
SECTION 2.7 Litigation............................................................... 4
SECTION 2.8 Authority................................................................ 4
SECTION 2.9 Full Disclosure.......................................................... 5
ARTICLE III
COVENANTS OF WOLFPACK AND SUBSIDIARY.................................................... 5
SECTION 3.1 Conduct Prior to the Closing............................................. 5
SECTION 3.2 Affirmative Covenants.................................................... 5
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
AAM INVESTMENT, INC. AND PETER AND SUSAN COKER.......................................... 6
SECTION 4.1 Organization of AAM...................................................... 6
SECTION 4.2 Capitalization of AAM.................................................... 6
SECTION 4.2 Charter Documents........................................................ 6
SECTION 4.3 Tax Returns and Payments................................................. 6
SECTION 4.4 Required Authorizations.................................................. 6
SECTION 4.5 Compliance with Law and Government Regulations........................... 7
SECTION 4.6 Litigation............................................................... 7
SECTION 4.7 Patents, Trade Names and Rights.......................................... 7
SECTION 4.8 Governmental Consent..................................................... 7
SECTION 4.9 Authority................................................................ 7
SECTION 4.10 Ownership of Shares...................................................... 8
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SECTION 4.11 Investment Purpose..................................................... 8
SECTION 4.12 Full Disclosure........................................................ 8
ARTICLE V
COVENANTS OF AAM AND PETER AND SUSAN COKER........................................... 8
SECTION 5.1 Conduct Prior to the Closing........................................... 8
SECTION 5.2 Affirmative Covenants.................................................. 9
ARTICLE VI
ADDITIONAL AGREEMENTS................................................................ 9
SECTION 6.1 Expenses............................................................... 9
SECTION 6.2 Brokers and Finders.................................................... 9
SECTION 6.3 Necessary Actions...................................................... 9
SECTION 6.4 Confidentiality........................................................ 10
ARTICLE VII
CONDITIONS TO OBLIGATIONS OF THE PARTIES............................................. 10
SECTION 7.1 Legal Action........................................................... 10
SECTION 7.2 Absence of Termination................................................. 10
SECTION 7.3 Required Approvals..................................................... 10
SECTION 7.4 "Blue Sky" Compliance.................................................. 10
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF WOLFPACK...................................... 10
SECTION 8.1 Representations and Warranties True at Closing......................... 10
SECTION 8.2 Performance............................................................ 11
SECTION 8.3 Authority.............................................................. 11
SECTION 8.4 Absence of Certain Changes or Events................................... 11
ARTICLE IX
CONDITIONS PRECEDENT OF AAM.......................................................... 11
SECTION 9.1 Representations and Warranties True at Closing......................... 11
SECTION 9.2 Performance............................................................ 11
SECTION 9.3 Authority.............................................................. 11
SECTION 9.4 Absence of Certain Changes or Events................................... 12
ARTICLE X
TERMINATION.......................................................................... 12
SECTION 10.1 Termination............................................................ 12
SECTION 10.2 Effect of Termination.................................................. 13
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ARTICLE XI
MISCELLANEOUS............................................................ 13
SECTION 11.1 Cost and Expenses.......................................... 13
SECTION 11.2 Extension of time: Waivers................................. 13
SECTION 11.3 Notices.................................................... 13
SECTION 11.4 Parties in Interest........................................ 14
SECTION 11.5 Counterparts............................................... 14
SECTION 11.6 Severability............................................... 14
SECTION 11.7 Headings................................................... 14
SECTION 11.8 Survival of Representations and Warranties................. 14
SECTION 11.9 Assignability.............................................. 14
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ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into as of January 4, 1999 by and between WOLFPACK CORPORATION,
a Delaware corporation (hereinafter referred to as "Wolfpack"), WOLFPACK
SUBSIDIARY CORP., a Delaware corporation and a wholly-owned subsidiary of
Wolfpack (hereinafter referred to as "Subsidiary"), AAM INVESTMENT COUNCIL,
INC., a Pennsylvania corporation (hereinafter referred to as "AAM"), and PETER
AND SUSAN COKER, the sole shareholders of AAM.
RECITALS
WHEREAS, Wolfpack and Subsidiary desire that Subsidiary acquires all of the
issued and outstanding shares of AAM voting capital stock in exchange for one
million (1,000,000) shares of authorized but previously unissued Wolfpack voting
common stock, par value One Tenth of a Cent ($.001) per share and pursuant to
the terms and conditions set forth herein and as a tax free exchange pursuant to
Section 351 of the Internal Revenue Code ("IRC");
WHEREAS, Peter and Susan Coker as the sole shareholders of AAM (the
"Shareholders"), desire to exchange all of their shares of AAM capital stock for
shares of Wolfpack common stock in the respective amounts set forth herein and
as a tax free exchange pursuant to Section 351 of the IRC;
WHEREAS, at the closing of the acquisition described herein, AAM will be a
wholly-owned subsidiary of Subsidiary which, in turn, will remain a wholly-owned
subsidiary of Wolfpack;
NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the parties hereby
agree as follows:
ARTICLE I
SECTION 1.1 Acquisition and Plan of Reorganization. At the Closing (as
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defined in Section 1.3), Subsidiary shall acquire all of the issued and
outstanding shares of AAM capital stock, in exchange for One Million (1,000,000)
shares of authorized but previously unissued Wolfpack common stock par value
$.001 per share (the "Acquisition"). It is also agreed to by the parties hereto
that by acquiring all of the shares of AAM capital stock, Subsidiary will
acquire all rights, title and interest to all assets and property presently
owned by AAM. Said assets and property may be subject to certain interest,
liens and/or encumbrances. The parties hereto hereby further agree that at the
Closing, as hereinafter defined, AAM shall become a wholly-owned subsidiary of
Subsidiary subject to the conditions and provisions of Section 1.3 hereof.
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SECTION 1.2 Issuance of Shares.
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(a) Upon the Closing of this Agreement, Wolfpack shall cause to be issued
and delivered to the Shareholders as the sole shareholder of AAM, stock
certificates representing an aggregate of One Million (1,000,000) shares (the
"Wolfpack Shares") of Wolfpack voting common stock.
(b) The Wolfpack Shares to be issued hereunder shall be authorized but
previously unissued shares of Wolfpack common stock.
(c) All of the Wolfpack Shares to be issued hereunder are deemed
"restricted securities" as defined by Rule 144 of the Securities Act of 1933, as
amended (the "Securities Act"), and the recipient shall represent that they are
acquiring the Wolfpack Shares for investment purposes only and without the
intent to make a further distribution of the Wolfpack Shares. All Wolfpack
Shares to be issued under the terms of this Agreement shall be issued pursuant
to an exemption from the registration requirements of the Securities Act, under
Section 4(2) of the Securities Act and the rules and regulations promulgated
thereunder. Certificates representing the restricted Wolfpack Shares to be
issued hereunder shall bear the following, or similar legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF
SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE COMPANY.
SECTION 1.3 Closing. Within ninety (90) days after the execution of
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this Agreement, Wolfpack shall commence an offering pursuant to Regulation D of
the Securities Act to sell a minimum of 250,000 shares and a maximum of
1,000,000 shares (the "Shares") of Wolfpack common stock, par value $0.001 per
share, at a price of $0.10 per share (the "Offering"). In the event Wolfpack
does not receive subscriptions for a minimum of $25,000.00 (the "Minimum
Amount") pursuant to the Offering within one hundred twenty (120) days from the
date of the Offering, the Offering and this Agreement will be terminated.
In the event Wolfpack receives the Minimum Amount prior to the termination
of the Offering, the parties shall schedule a Closing at a mutually agreeable
time to consummate the Acquisition (the "Closing"). At the Closing:
(a) AAM and the Shareholders shall deliver to Subsidiary all stock
certificates representing 100% of the issued and outstanding shares of AAM
capital stock, so as to make Subsidiary the sole holder thereof, free and clear
of all claims and encumbrances;
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(b) Wolfpack shall deliver to the Shareholders stock certificates
representing an aggregate of One Million (1,000,000) shares of Wolfpack common
stock which certificates shall bear a standard restrictive legend in the form
customarily used with restricted securities and as set forth in Section 1.2(c)
above;
(c) Wolfpack and Subsidiary shall deliver an Officer's Certificate as
described in Sections 9.1 and 9.2 hereof, dated the Closing Date, that all
representations, warranties, covenants and conditions set forth herein by
Wolfpack are true and correct as of, or have been fully performed and complied
with by, the Closing Date; and
(d) AAM shall deliver an Officer's Certificate as described in Section 8.1
and 8.2 hereof, dated the Closing Date, that all representations, warranties,
covenants and conditions set forth herein by AAM are true and correct as of, or
have been, or will be fully performed and complied with by the Closing Date;
SECTION 1.4 Consummation of Transaction. If at the time of the Closing,
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no condition exists which would permit any of the parties to terminate this
Agreement, or a condition then exists and the party entitled to terminate
because of that condition elects not to do so, then the transactions herein
contemplated shall be consummated upon such date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
WOLFPACK CORPORATION
Wolfpack hereby represents, warrants and agrees that:
SECTION 2.1 Organization of Wolfpack. Wolfpack is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
Delaware, is duly qualified and in good standing as a foreign corporation in
every jurisdiction in which such qualification is necessary, and has the
corporate power and authority to own its properties and assets and to transact
the business in which it is engaged. With the exception of Subsidiary, there
are no corporations or other entities with respect to which (i) Wolfpack owns
any of the outstanding stock or other interests, or (ii) Wolfpack may be deemed
to be in control because of factors or relationships other than the quantity of
stock or other interests owned. Wolfpack has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement is the legal, valid and binding
obligation of Wolfpack, enforceable against Wolfpack in accordance with its
respective terms except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency and other similar laws affecting creditors'
rights generally.
SECTION 2.2 Capitalization of Wolfpack. The authorized capital stock of
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Wolfpack consists of 25,000,000 share of common stock, par value $0.001 per
share, of which no shares are presently issued and outstanding. All shares of
Wolfpack common stock currently issued and
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outstanding have been duly authorized and validly issued and are fully paid and
non-assessable, and have been issued in compliance with any and all applicable
federal and state laws or pursuant to appropriate exemptions therefrom. Except
as set forth in Exhibit 2.2, there are no options, warrants, rights, calls,
commitments or agreements of any character obligating Wolfpack to issue any
shares of its capital stock or any security representing the right to purchase
or otherwise receive any such stock. Shares of Wolfpack common stock to be
issued pursuant to this Agreement, when so issued, will be duly authorized,
validly issued, fully paid and non-assessable.
SECTION 2.3 Character Documents. Certified copies of the Wolfpack and
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Subsidiary Articles of Incorporation and By-Laws, as amended to date, have been
or will be provided to AAM and the Shareholders prior to the Closing.
SECTION 2.4 Corporate Documents. The Wolfpack and Subsidiary
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shareholders' list and corporate minute books are complete and accurate as of
the date hereof and the corporate minute books contain the recorded minutes of
all corporate meetings of shareholders and directors.
SECTION 2.5 Required Authorizations. There have been or will be timely
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filed, given, obtained or taken, all applications, notices, consents, approvals,
orders, registrations, qualifications waivers or other actions of any kind
required by virtue of execution and delivery of this Agreement by Wolfpack or
the consummation by it of the transactions contemplated hereby. Prior to the
Closing, the directors of Wolfpack and Subsidiary shall have approved this
Agreement and the transactions contemplated hereunder and appropriate corporate
filings shall have been made.
SECTION 2.6 Compliance with Law and Government Regulations. Wolfpack is
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in compliance with and is not in violation of, applicable federal, state, local
or foreign statutes, laws and regulations (including without limitation, any
applicable building, zoning or other law, ordinance or regulation) affecting its
properties or the operation of its business. Wolfpack is not subject to any
order, decree, judgment or other sanction of any court, administrative agency or
other tribunal.
SECTION 2.7 Litigation. There is no litigation, arbitration, proceeding
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or investigation pending or threatened to which Wolfpack or Subsidiary is a
party or which may result in any material change in the business of condition,
financial or otherwise, of Wolfpack or in any of its properties or assets, or
which might result in any liability on the part of Wolfpack or Subsidiary, or
which questions the validity of this Agreement or of any action taken or to be
taken pursuant to or in connection with the provisions of this Agreement, and to
the best knowledge of Wolfpack, there is no basis for any such litigation,
arbitration, proceeding or investigation.
SECTION 2.8 Authority. Wolfpack, Subsidiary and their directors will,
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prior to the Closing, approve this Agreement and the transactions contemplated
hereby and will duly authorize the execution and delivery hereof. Wolfpack and
Subsidiary have full power, authority and legal right to enter into this
Agreement and to consummate the transactions contemplated hereby, and all
corporate action necessary to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby has been
duly and validly taken. The execution and delivery of this Agreement, the
consummation of the transactions contemplated
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hereby and compliance by Wolfpack with the provisions hereof will not (a)
conflict with or result in a breach of any provisions of, 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 creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of Wolfpack
under, any of the terms, conditions or provisions of the Articles of
Incorporation or By-Laws of Wolfpack, or any note, bond, mortgage, indenture,
license, lease, agreement or any instrument or obligation to which Wolfpack is a
party or by which it is bound; or (b) violate any order, writ injunction,
decree, statute, rule or regulation applicable to Wolfpack or any of its
properties or assets.
SECTION 2.9 Full Disclosure. None of the representations and warranties
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made by Wolfpack herein, or in any exhibit, certificate or memorandum furnished
or to be furnished by Wolfpack, on its behalf pursuant hereto, contains or will
contain any untrue statement of material fact, or omits any material fact, the
omission of which would be misleading.
ARTICLE III
COVENANTS OF WOLFPACK AND SUBSIDIARY
SECTION 3.1 Conduct Prior to the Closing. Between the date
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hereof and the Closing:
(a) Wolfpack and Subsidiary will comply with all requirements which
federal or state law may impose on it with respect to this Agreement and the
transactions contemplated hereby, and will promptly cooperate with and furnish
written information to AAM in connection with any such requirements imposed upon
the parties hereto in connection therewith;
(b) Wolfpack shall grant to AAM and its counsel, accountants and other
representatives, full access during normal business hours during the period to
the Closing to all of its respective properties, books, contracts, commitments
and records and, during such period, furnish promptly to AAM and such
representatives all information relating to Wolfpack and Subsidiary as AAM may
reasonably request, and shall extend to AAM the opportunity to meet with
Wolfpack's accountants and attorneys to discuss the financial condition of
Wolfpack and Subsidiary; and
(c) Except for the transactions contemplated by this Agreement, Wolfpack
and Subsidiary will conduct its business in the normal course, and shall not
sell, pledge or assign any of its assets without the prior written consent of
AAM.
SECTION 3.2 Affirmative Covenants. Prior to Closing, Wolfpack will do
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following:
(a) Use its best efforts to accomplish all actions necessary to consummate
this Agreement, including satisfaction of all conditions contained in this
Agreement;
(b) Obtain approval of this Agreement from its directors;
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(c) Reserve, and promptly after the Closing, issue and deliver to the
Shareholders the Wolfpack Shares;
(d) Take all other necessary corporate actions to accomplish those items
set forth in Section 1.3 hereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
AAM INVESTMENT, INC. AND PETER AND SUSAN COKER
AAM and the Shareholders hereby represent, warrant and agree that:
SECTION 4.1 Organization of AAM. AAM is a corporation duly organized,
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validly existing and in good standing under the laws of the Commonwealth of
Pennsylvania, is duly qualified and in good standing in every jurisdiction in
which such qualification is necessary. There are no corporations or other
entities with respect to which (i) AAM owns any of the outstanding stock or
other interests, or (ii) AAM may be deemed to be in control because of factors
or relationships other than the quantity of stock or other interests owned in
such entity except as otherwise disclosed in Exhibit 4.1 annexed hereto and by
this reference made a part hereof. AAM has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.
SECTION 4.2 Capitalization of AAM. The authorized capital stock of AAM
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consists of one (1) share of common stock, par value $1.00 per share, which has
been issued to Peter and Susan Coker (the "AAM Stock"). The AAM Stock has been
duly authorized and validly issued and is fully paid and non-assessable, and has
been issued in compliance with any and all applicable federal and state laws or
pursuant to appropriate exemptions therefrom.
SECTION 4.2 Charter Documents. Complete and correct copies of the
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Articles of Incorporation and By-Laws of AAM and all amendments thereto, have
been or will be delivered to Wolfpack prior to the Closing.
SECTION 4.3 Tax Returns and Payments. All of AAM 's tax returns
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(federal, state, city, county or foreign) which are required by law to be filed
on or before the date of this Agreement, have been duly filed or extended with
the appropriate governmental authority. AAM has paid all taxes to be due on said
returns, any assessments made against AAM and all other taxes, fees and similar
charges imposed on AAM by any governmental authority (other than those, the
amount or validity of which is being contested in good faith by appropriate
proceedings). No tax liens have been filed and no claims are being assessed with
respect to any such taxes, fees or other similar charges.
SECTION 4.4 Required Authorizations. There have been or will be timely
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filed, given, obtained or taken, all applications, notices, consents, approvals,
orders, registrations, qualifications
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waivers or other actions of any kind required by virtue of execution and
delivery of this Agreement by AAM or the consummation by it of the transactions
contemplated hereby.
SECTION 4.5 Compliance with Law and Government Regulations. AAM is in
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compliance with all applicable statutes, regulations, decrees, orders,
restrictions, guidelines and standard affecting its properties and operations,
imposed by the United States of America or any state to which AAM is subject.
SECTION 4.6 Litigation. There is no litigation, arbitration, proceeding
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or investigation pending or threatened to which AAM is a party or which may
result in any material change in the business of condition, financial or
otherwise, of AAM or in any of its properties or assets, or which might result
in any liability on the part of AAM, or which questions the validity of this
Agreement or of any action taken or to be taken pursuant to or in connection
with the provisions of this Agreement, and to the best knowledge of AAM, there
is no basis for any such litigation, arbitration, proceeding or investigation.
SECTION 4.7 Patents, Trade Names and Rights. Exhibit 4.8 annexed hereto
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and by this reference is made a part hereof, contains a complete list of all
patents, trademarks, service marks, trade marks, service mark, trademark and
service mark registrations, applications and licenses with respect the forgoing
owned or held by AAM. AAM has no knowledge of any facts and nothing has come to
its attention that would lead it to believe that it has infringed or
misappropriated or is infringing upon any trademark, copyright, patent or other
similar right of any person. No claim relating thereto is pending or to the
knowledge of AAM is threatened.
SECTION 4.8 Governmental Consent. No consent, approval, authorization or
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order of, or registration, qualification, designation, declaration or filing
with, any governmental authority on the part of AAM is required in connection
with the execution and delivery of this Agreement or the carrying out of any
transactions contemplated
SECTION 4.9 Authority. AAM and its shareholders representing no less than
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one hundred percent (100%) of the issued and outstanding shares of AAM capital
stock of record, have approved this Agreement and duly authorized the execution
hereof. AAM and the Shareholders have full power, authority and legal right to
enter into this Agreement on behalf of AAM and its shareholders and to
consummate the transactions contemplated hereby, and all corporate action
necessary to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby has been duly and validly
taken. The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and compliance by AAM and the Shareholders with
the provisions hereof will not (a) conflict with or result in a breach of any
provisions of, 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 creation of
any lien, security interest, charge or encumbrance upon any of the properties or
assets of AAM under, any of the terms, conditions or provisions of the Articles
of Incorporation or By-Laws of AAM, or any note, bond, mortgage, indenture,
license, agreement or any instrument or obligation to which AAM is a party or by
which it is bound; or (b) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to AAM or any of its properties or assets.
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SECTION 4.10 Ownership of Shares. The Shareholders are the sole owner
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of 100% of the AAM capital stock currently issued and outstanding which is to be
transferred to Subsidiary under this Agreement, has full power and authority
transfer such shares of AAM capital stock to Subsidiary hereunder, and that such
shares are free and clear of any liens, charges, mortgages, pledges or
encumbrances and that such shares are not subject to any claims as to the
ownership thereof, or any rights, powers or interest therein, by any third
party.
SECTION 4.11 Investment Purpose. The Shareholders are acquiring the
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Wolfpack Shares for investment purposes only and acknowledges that the Wolfpack
Shares issued hereunder are "restricted securities" and may not be sold, traded
or otherwise transferred without registration under the Securities Act or
exemption therefrom.
SECTION 4.12 Full Disclosure. None of the representations and
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warranties made by the Shareholders or in any exhibit, certificate or memorandum
furnished or to be furnished by, their behalf pursuant hereto, contains or will
contain any untrue statement of material fact, or omits any material fact, the
omission of which would be misleading.
ARTICLE V
COVENANTS OF AAM AND PETER AND SUSAN COKER
SECTION 5.1 Conduct Prior to the Closing. Between the date hereof and the
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Closing:
(a) Except within the regular course of business, AAM will not enter into
any material agreement, contract or commitment, whether written or oral, or
engage in any transaction, without the prior written consent of Wolfpack;
(b) AAM will not declare any dividends or distributions with respect to
its capital stock or amend its Articles of Incorporation or By-Laws, without the
prior written consent of Wolfpack;
(c) Except within the regular course of business, AAM will not incur any
indebtedness for money borrowed or issue any debt securities, or incur or suffer
to be incurred any liability or obligation of any nature whatsoever, or cause or
permit any lien, encumbrance or security interest to be created or arise on or
in any of its properties or assets, without the prior written consent of
Wolfpack;
(d) AAM will comply with all requirements which federal or state law may
impose on it with respect to this Agreement and the transactions contemplated
hereby, and will promptly cooperate with and furnish written information to AAM
in connection with any such requirements imposed upon the parties hereto in
connection therewith;
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(e) AAM shall grant to Wolfpack and its counsel, accountants and other
representatives, full access during normal business hours during the period to
the Closing to all its respective properties, books, contracts, commitments and
records and, during such period, furnish promptly to Wolfpack and such
representatives all information relating to AAM as Wolfpack may reasonably
request, and shall extend to Wolfpack the opportunity to meet with AAM 's
accountants and attorneys to discuss the financial condition of AAM.
SECTION 5.2 Affirmative Covenants. Prior to Closing, AAM will do the
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following:
(a) Obtain the approval of its Board of Directors and the Shareholders to
proceed with this Agreement;
(b) Use its best efforts to accomplish all actions necessary to consummate
this Agreement, including satisfaction of all conditions contained in this
Agreement; and
(c) Promptly notify Wolfpack in writing of any material adverse change in
the financial condition, business, operations or key personnel of AAM, any
threatened material litigation or investigation, any breach of its
representations or warranties contained herein, and any material contract,
agreement, license or other agreement which, if in effect on the date of this
Agreement, should have been included in this Agreement.
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.1 Expenses. Whether or not the transactions contemplated in
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this Agreement are consummated, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expense or as otherwise agreed to herein.
SECTION 6.2. Brokers and Finders. Each of the parties hereto
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represents, as to itself, that no agent, broker, investment banker or firm or
person is or will be entitled to any broker's or finder's fee or any other
commission or similar fee in connection with any of the transactions
contemplated by this Agreement.
SECTION 6.3 Necessary Actions. Subject to the terms and conditions herein
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provided, each of the parties hereto agree to use all reasonable efforts to
take, or cause to be taken, all action, and to do or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In the event at any time after the Closing, any further action is necessary or
desirable to carry out the purpose of this Agreement, the proper officers and/or
directors of Wolfpack or AAM, as the case may be, shall take all such necessary
action.
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SECTION 6.4 Confidentiality. All parties hereto agree to keep
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confidential this Agreement and all information and documents relating to this
Agreement until such time as the Agreement and the transactions contemplated
hereunder are made public by means of an appropriate press release or by any
other means reasonably assured to make such information publicly available.
ARTICLE VII
CONDITIONS TO OBLIGATIONS OF THE PARTIES
The obligations of the parties under this Agreement are subject to the
fulfillment and satisfaction of each of the following conditions:
SECTION 7.1 Legal Action. No preliminary or permanent injunction or other
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order by any federal or state court which prevents the consummation of this
Agreement or any of the transactions contemplated by this Agreement shall have
been issued and remain in effect.
SECTION 7.2 Absence of Termination. The obligations to consummate the
----------------------
transactions contemplated hereby shall not have been canceled pursuant to
Article X hereof.
SECTION 7.3 Required Approvals. Wolfpack and AAM shall have received all
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such approvals, consents, authorizations or modifications as may be required to
permit the performance by Wolfpack and AAM of the respective obligations under
this Agreement, and the consummation of the transactions herein contemplated,
whether from governmental authorities or other persons, and Wolfpack and AAM
shall each have received any and all permits and approvals from any regulatory
authority having jurisdiction required for the lawful consummation of this
Agreement.
SECTION 7.4 "Blue Sky" Compliance. There shall have been obtained any and
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all permits, approvals and consents of the appropriate state securities
commissions of any jurisdictions, and of any other governmental body or agency,
which counsel for Wolfpack may reasonably deem necessary or appropriate so that
consummation of the transactions contemplated by this Agreement may be in
compliance with all applicable laws.
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF WOLFPACK
All obligations of Wolfpack under this Agreement are subject to the
fulfillment and satisfaction by AAM prior to or at the time of Closing, of each
of the following conditions, any one or more of which may be waived by Wolfpack.
SECTION 8.1 Representations and Warranties True at Closing. All
----------------------------------------------
representations and warranties of AAM contained in this Agreement will be true
and correct at and as of the time of the
10
<PAGE>
Closing, and AAM shall have delivered to Wolfpack certificates, dated the date
of the Closing, to such effect and in the form and substance satisfactory to
Wolfpack, and signed, in the case of AAM, by its president and secretary.
SECTION 8.2 Performance. The obligations of AAM to be performed on or
------------
before the Closing pursuant to the terms of this Agreement shall be duly
performed at such time and AAM shall have delivered to Wolfpack a certificate,
dated the date of the Closing, to such effect and in form and substance
satisfactory to Wolfpack.
SECTION 8.3 Authority. All action required to be taken by, or on the part
---------
of AAM and its shareholders to authorize the execution, delivery and performance
of this Agreement by AAM and the consummation of the transactions contemplated
hereby, shall have been duly and validly taken.
SECTION 8.4 Absence of Certain Changes or Events. There shall not have
------------------------------------
occurred, since the date hereof, any adverse change in the business, condition
(financial or otherwise), assets or liabilities of AAM or any event or condition
of any character adversely affecting AAM, and it shall have delivered to
Wolfpack, certificates, dated the date of the Closing, to such effect and in
form and substance satisfactory to Wolfpack.
ARTICLE IX
CONDITIONS PRECEDENT OF AAM
All obligations of AAM under this Agreement are subject to the fulfillment
and satisfaction by Wolfpack prior to or at the time of Closing, of each of the
following conditions, any one or more of which may be waived by AAM.
SECTION 9.1 Representations and Warranties True at Closing. All
----------------------------------------------
representations and warranties of Wolfpack contained in this Agreement will be
true and correct at and as of the time of the Closing, and Wolfpack shall have
delivered to AAM certificates, dated the date of the Closing, to such effect and
in the form and substance satisfactory to AAM, and signed, in the case of
Wolfpack, by its president and secretary.
SECTION 9.2 Performance. The obligations of Wolfpack to be performed on
-----------
or before the Closing pursuant to the terms of this Agreement shall have been
duly performed at such time, and Wolfpack shall have delivered to AAM a
certificate, dated the date of the Closing, to such effect and in form and
substance satisfactory to AAM, and signed in the case of Wolfpack, by its
president and secretary.
SECTION 9.3 Authority. All action required to be taken by, or on the part
---------
of Wolfpack and its shareholders to authorize the execution, delivery and
performance of this Agreement by
11
<PAGE>
Wolfpack and the consummation of the transactions contemplated hereby, shall
have been duly and validly taken.
SECTION 9.4 Absence of Certain Changes or Events. There shall not have
------------------------------------
occurred, since the date hereof, any adverse change in the business, condition
(financial or otherwise), assets or liabilities of Wolfpack or any event or
condition of any character adversely affecting Wolfpack, and it shall have
delivered to AAM, certificates, dated the date of the Closing, to such effect
and in form and substance satisfactory to AAM and signed, in the case of
Wolfpack, by its president and secretary.
ARTICLE X
TERMINATION
SECTION 10.1 Termination. Notwithstanding anything herein or elsewhere
-----------
to the contrary, this Agreement may be terminated:
(a) By mutual agreement of the parties hereto at any time;
(b) By the Board of Directors of Wolfpack at any time prior to the
Closing, if:
(i) a condition to performance by Wolfpack under this Agreement
or a covenant of AAM and the Shareholders contained herein shall not
be fulfilled on or before the time of the Closing or at such other
time and date specified for the fulfillment for such covenant or
condition; or
(ii) a material default or breach of this Agreement shall be made
by AAM or the Shareholders; or
(c) By the Board of Directors of AAM at any time prior to the Closing, if:
(i) a condition to AAM's performance under this Agreement or a
covenant of Wolfpack or Subsidiary contained herein shall not be
fulfilled on or before the time of the Closing or at such other time
and date specified for the fulfillment for such covenant or condition;
or
(ii) a material default or breach of this Agreement shall be made
by Wolfpack or Subsidiary; or
(d) By any party in the event the Minimum Amount is not raised within one
hundred twenty (120) days from the date of the Offering,
12
<PAGE>
(e) By any party in the event the Offering is not made within ninety (90)
days of the date of this Agreement.
SECTION 10.2 Effect of Termination. If this Agreement is terminated,
---------------------
this Agreement, except as to Section 11.1 and Section 11.2, shall no longer be
of any force or effect and there shall be no liability on the party of any party
or its respective directors, officers or stockholders; provided however, that in
the case of a termination without cause by a party or a termination pursuant to
Section 10.1 (b)(i) or 10.1(c)(i) hereof because of a prior material default
under or a material breach of this Agreement by another party, the damages which
the aggrieved party or parties may recover from the defaulting party or parties
shall in no event exceed the amount of out-of-pocket costs and expenses incurred
by such aggravated party or parties in connection with this Agreement, and no
party to this Agreement shall be entitled to any injunctive relief.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1 Cost and Expenses. All costs and expenses incurred in
-----------------
connection with this Agreement will be paid by the party incurring such
expenses. In the event of any termination of this Agreement pursuant to Section
10.1, subject to the provisions of Section 10.2, Wolfpack, Subsidiary, AAM, and
the Shareholders will each bear their own respective expenses.
SECTION 11.2 Extension of time: Waivers. At any time prior to the
--------------------------
Closing date:
(a) Wolfpack and Subsidiary may (i) extend the time for the performance
of any of the obligations or other acts of AAM or the Shareholders, (ii) waive
any inaccuracies in the representations and warranties of AAM contained herein
or in any documents delivered pursuant hereto by AAM or the Shareholders, (iii)
waive compliance with any of the agreements or conditions contained herein to be
performed by AAM or the Shareholders. Any agreement on the part of Wolfpack and
Subsidiary to any such extension or waiver shall be valid only if set forth in
an instrument, in writing, signed on behalf of Wolfpack and Subsidiary.
(b) AAM and the Shareholders may (i) extend the time for the performance
of any of the obligations or other acts of Wolfpack or Subsidiary, (ii) waive
any inaccuracies in the representations and warranties of Wolfpack or Subsidiary
contained herein or in any documents delivered pursuant hereto by Wolfpack and
(iii) waive compliance with any of the agreements or conditions contained herein
to be performed by Wolfpack or Subsidiary. Any agreement on the party of AAM and
the Shareholders to any such extension or waiver shall be valid only if set
forth in an instrument, in writing, signed on behalf of AAM and the
Shareholders.
SECTION 11.3 Notices. Any notice to any party hereto pursuant to this
-------
Agreement shall be in writing and given by Certified or Registered Mail or by
facsimile, addressed as follows:
13
<PAGE>
AAM Investment Counsel, Inc.
and Peter and Susan Coker
c/o Capital Investment Partners, LLC
17 Glenwood Ave.
P.O. Box 32249
Raleigh, NC 27603
Wolfpack Corporation and Wolfpack
Subsidiary Corp.
c/o Kaplan & Gottbetter & Levenson, LLP
630 Third Avenue, 5th Floor
New York, NY 10017
Additional notices are to be given as to each party, at such other address
as should be designated in writing complying as to delivery with the terms of
this Section 11.3. All such notices shall be effective when sent, addressed as
aforesaid.
SECTION 11.4 Parties in Interest. This Agreement shall inure to the
-------------------
benefit of and be binding upon the parties hereto and the respective successors
and assigns. Nothing in this Agreement is intended to confer, expressly or by
implication, upon any other person any rights or remedies under or by reason of
this Agreement.
SECTION 11.5 Counterparts. This Agreement may be executed in one or
------------
more counterparts, each of which shall be deemed an original and together shall
constitute one documents. The delivery by facsimile of an executed counterpart
of this Agreement shall be deemed to be an original and shall have the full
force and effect of an original executed copy.
SECTION 11.6 Severability. The parties hereto agree and affirm that
------------
none of the provisions herein is dependent upon the validity of any other
provision, and if any part of this Agreement is deemed to be unenforceable, the
remainder of the Agreement shall remain in full force and effect.
SECTION 11.7 Headings. The "Article" and "Section" headings are
--------
provided herein for convenience of reference only and do not constitute a part
of this Agreement.
SECTION 11.8 Survival of Representations and Warranties. All terms,
------------------------------------------
conditions, representations and warranties set forth in this Agreement or in any
instrument, certificate, opinion, or other writing providing for in it, shall
survive the Closing and the delivery of the Wolfpack Shares issued hereunder at
the Closing, for a period of one year from the Closing regardless of any
investigation made by or on behalf of any of the parties hereto.
SECTION 11.9 Assignability. This Agreement shall not be assigned by any
-------------
of the parties hereto without the prior written consent of the other parties.
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement in a manner legally binding upon them as of the date first above
written.
WOLFPACK CORPORATION Attest:
By: /s/ Peter L. Coker /s/ Susan H. Coker
-------------------------------- ------------------
Peter L. Coker, President Secretary
WOLFPACK SUBSIDIARY CORP. Attest:
By: /s/ Peter L. Coker /s/ Susan H. Coker
-------------------------------- ------------------
Peter L. Coker, President Secretary
AAM INVESTMENT COUNCIL, INC. Attest:
By: /s/ Peter L. Coker /s/ Susan H. Coker
-------------------------------- ------------------
Peter L. Coker, President Secretary
/s/ Susan H. Coker /s/ Peter Coker
- --------------------------------------- ------------------------------------
Susan H. Coker, Sole Shareholder of AAM Peter Coker, Sole Shareholder of AAM
15
<PAGE>
Exhibit 2.2
Wolfpack and Subsidiary have entered into an acquisition agreement whereby
Wolfpack will issue one million shares of its common stock in exchange for
Subsidiary's acquisition of all of its shares of Dina Porter, Inc.
<PAGE>
ACQUISITION AGREEMENT
Between
WOLFPACK CORPORATION,
WOLFPACK SUBSIDIARY CORP.,
DINA PORTER, INC.,
and
SUSAN H. COKER
January 4, 1999
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
ARTICLE I................................................................. 1
SECTION 1.1 Acquisition and Plan of Reorganization................ 1
SECTION 1.2 Issuance of Shares.................................... 2
SECTION 1.3 Closing............................................... 2
SECTION 1.4 Consummation of Transaction........................... 3
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF WOLFPACK CORPORATION............... 3
SECTION 2.1 Organization of Wolfpack.............................. 3
SECTION 2.2 Capitalization of Wolfpack............................ 3
SECTION 2.3 Character Documents................................... 4
SECTION 2.4 Corporate Documents................................... 4
SECTION 2.5 Required Authorizations............................... 4
SECTION 2.6 Compliance with Law and Government Regulations........ 4
SECTION 2.7 Litigation............................................ 4
SECTION 2.8 Authority............................................. 4
SECTION 2.9 Full Disclosure....................................... 5
ARTICLE III
COVENANTS OF WOLFPACK AND SUBSIDIARY................................. 5
SECTION 3.1 Conduct Prior to the Closing.......................... 5
SECTION 3.2 Affirmative Covenants................................. 5
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF DPI INDUSTRIES, INC.
AND SUSAN H. COKER................................................... 6
SECTION 4.1 Organization of DPI................................... 6
SECTION 4.2 Capitalization of DPI................................. 6
SECTION 4.3 Charter Documents..................................... 6
SECTION 4.4 Tax Returns and Payments.............................. 6
SECTION 4.5 Required Authorizations............................... 6
SECTION 4.6 Compliance with Law and Government Regulations........ 7
SECTION 4.7 Litigation............................................ 7
SECTION 4.8 Patents, Trade Names and Rights....................... 7
SECTION 4.9 Governmental Consent.................................. 7
SECTION 4.10 Authority............................................. 7
SECTION 4.11 Ownership of Shares................................... 8
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
SECTION 4.12 Investment Purpose.................................... 8
SECTION 4.13 Full Disclosure....................................... 8
ARTICLE V
COVENANTS OF DPI AND SUSAN H. COKER.................................. 8
SECTION 5.1 Conduct Prior to the Closing.......................... 8
SECTION 5.2 Affirmative Covenants................................. 9
ARTICLE VI
ADDITIONAL AGREEMENTS................................................ 9
SECTION 6.1 Expenses.............................................. 9
SECTION 6.2. Brokers and Finders................................... 9
SECTION 6.3 Necessary Actions..................................... 9
SECTION 6.4 Confidentiality....................................... 10
ARTICLE VII
CONDITIONS TO OBLIGATIONS OF THE PARTIES............................. 10
SECTION 7.1 Legal Action.......................................... 10
SECTION 7.2 Absence of Termination................................ 10
SECTION 7.3 Required Approvals.................................... 10
SECTION 7.4 "Blue Sky" Compliance................................. 10
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF WOLFPACK...................... 10
SECTION 8.1 Representations and Warranties True at Closing........ 11
SECTION 8.2 Performance........................................... 11
SECTION 8.3 Authority............................................. 11
SECTION 8.4 Absence of Certain Changes or Events.................. 11
ARTICLE IX
CONDITIONS PRECEDENT OF DPI.......................................... 11
SECTION 9.1 Representations and Warranties True at Closing........ 11
SECTION 9.2 Performance........................................... 11
SECTION 9.3 Authority............................................. 11
SECTION 9.4 Absence of Certain Changes or Events.................. 12
ARTICLE X
TERMINATION.......................................................... 12
SECTION 10.1 Termination........................................... 12
SECTION 10.2 Effect of Termination................................. 13
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
ARTICLE XI
MISCELLANEOUS........................................................ 13
SECTION 11.1 Cost and Expenses..................................... 13
SECTION 11.2 Extension of time: Waivers............................ 13
SECTION 11.3 Notices............................................... 13
SECTION 11.4 Parties in Interest................................... 14
SECTION 11.5 Counterparts.......................................... 14
SECTION 11.6 Severability.......................................... 14
SECTION 11.7 Headings.............................................. 14
SECTION 11.8 Survival of Representations and Warranties............ 14
SECTION 11.9 Assignability......................................... 14
</TABLE>
iii
<PAGE>
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into as of January 4, 1999 by and between WOLFPACK CORPORATION,
a Delaware corporation (hereinafter referred to as "Wolfpack"), WOLFPACK
SUBSIDIARY CORP., a Delaware corporation and a wholly-owned subsidiary of
Wolfpack (hereinafter referred to as "Subsidiary"), DINA PORTER, INC., a North
Carolina corporation (hereinafter referred to as "DPI"), and SUSAN H. COKER, the
sole shareholder of DPI.
RECITALS
WHEREAS, Wolfpack and Subsidiary desire that Subsidiary acquires all of the
issued and outstanding shares of DPI voting capital stock in exchange for one
million (1,000,000) shares of authorized but previously unissued Wolfpack voting
common stock, par value One Tenth of a Cent ($.001) per share and pursuant to
the terms and conditions set forth herein and as a tax free exchange pursuant to
Section 351 of the Internal Revenue Code ("IRC");
WHEREAS, Susan H. Coker as the sole shareholder of DPI, desires to exchange
all of her shares of DPI capital stock for shares of Wolfpack common stock in
the respective amounts set forth herein and as a tax free exchange pursuant to
Section 351 of the IRC;
WHEREAS, at the closing of the acquisition described herein, DPI will be a
wholly-owned subsidiary of Subsidiary which, in turn, will remain a wholly-owned
subsidiary of Wolfpack;
NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the parties hereby
agree as follows:
ARTICLE I
SECTION 1.1 Acquisition and Plan of Reorganization. At the Closing (as
--------------------------------------
defined in Section 1.3), Subsidiary shall acquire all of the issued and
outstanding shares of DPI capital stock, in exchange for One Million (1,000,000)
shares of authorized but previously unissued Wolfpack common stock par value
$.001 per share (the "Acquisition"). It is also agreed to by the parties hereto
that by acquiring all of the shares of DPI capital stock, Subsidiary will
acquire all rights, title and interest to all assets and property presently
owned by DPI. Said assets and property may be subject to certain interest,
liens and/or encumbrances. The parties hereto hereby further agree that at the
Closing, as hereinafter defined, DPI shall become a wholly-owned subsidiary of
Subsidiary subject to the conditions and provisions of Section 1.3 hereof.
<PAGE>
SECTION 1.2 Issuance of Shares.
------------------
(a) Upon the Closing of this Agreement, Wolfpack shall cause to be issued
and delivered to Susan H. Coker as the sole shareholder of DPI, stock
certificates representing an aggregate of One Million (1,000,000) shares (the
"Wolfpack Shares") of Wolfpack voting common stock.
(b) The Wolfpack Shares to be issued hereunder shall be authorized but
previously unissued shares of Wolfpack common stock.
(c) All of the Wolfpack Shares to be issued hereunder are deemed
"restricted securities" as defined by Rule 144 of the Securities Act of 1933, as
amended (the "Securities Act"), and the recipient shall represent that she is
acquiring the Wolfpack Shares for investment purposes only and without the
intent to make a further distribution of the Wolfpack Shares. All Wolfpack
Shares to be issued under the terms of this Agreement shall be issued pursuant
to an exemption from the registration requirements of the Securities Act, under
Section 4(2) of the Securities Act and the rules and regulations promulgated
thereunder. Certificates representing the restricted Wolfpack Shares to be
issued hereunder shall bear the following, or similar legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
SECTION 1.3 Closing. Within ninety (90) days after the execution of
-------
this Agreement, Wolfpack shall commence an offering pursuant to Regulation D of
the Securities Act to sell a minimum of 250,000 shares and a maximum of
1,000,000 shares (the "Shares") of Wolfpack common stock, par value $0.001 per
share, at a price of $0.10 per share (the "Offering"). In the event Wolfpack
does not receive subscriptions for a minimum of $25,000.00 (the "Minimum
Amount") pursuant to the Offering within one hundred twenty (120) days from the
date of the Offering, the Offering and this Agreement will be terminated.
In the event Wolfpack receives the Minimum Amount prior to the termination
of the Offering, the parties shall schedule a Closing at a mutually agreeable
time to consummate the Acquisition (the "Closing"). At the Closing:
(a) DPI and Coker shall deliver to Subsidiary all stock certificates
representing 100% of the issued and outstanding shares of DPI capital stock, so
as to make Subsidiary the sole holder thereof, free and clear of all claims and
encumbrances;
2
<PAGE>
(b) Wolfpack shall deliver to Susan H. Coker stock certificates
representing an aggregate of One Million (1,000,000) shares of Wolfpack common
stock which certificates shall bear a standard restrictive legend in the form
customarily used with restricted securities and as set forth in Section 1.2(c)
above;
(c) Wolfpack and Subsidiary shall deliver an Officer's Certificate as
described in Sections 9.1 and 9.2 hereof, dated the Closing Date, that all
representations, warranties, covenants and conditions set forth herein by
Wolfpack are true and correct as of, or have been fully performed and complied
with by, the Closing Date; and
(d) DPI shall deliver an Officer's Certificate as described in Section 8.1
and 8.2 hereof, dated the Closing Date, that all representations, warranties,
covenants and conditions set forth herein by DPI are true and correct as of, or
have been, or will be fully performed and complied with by the Closing Date;
SECTION 1.4 Consummation of Transaction. If at the time of the Closing,
---------------------------
no condition exists which would permit any of the parties to terminate this
Agreement, or a condition then exists and the party entitled to terminate
because of that condition elects not to do so, then the transactions herein
contemplated shall be consummated upon such date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
WOLFPACK CORPORATION
Wolfpack hereby represents, warrants and agrees that:
SECTION 2.1 Organization of Wolfpack. Wolfpack is a corporation duly
-------------------------
organized, validly existing and in good standing under the laws of the State of
Delaware, is duly qualified and in good standing as a foreign corporation in
every jurisdiction in which such qualification is necessary, and has the
corporate power and authority to own its properties and assets and to transact
the business in which it is engaged. With the exception of Subsidiary, there
are no corporations or other entities with respect to which (i) Wolfpack owns
any of the outstanding stock or other interests, or (ii) Wolfpack may be deemed
to be in control because of factors or relationships other than the quantity of
stock or other interests owned. Wolfpack has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement is the legal, valid and binding
obligation of Wolfpack, enforceable against Wolfpack in accordance with its
respective terms except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency and other similar laws affecting creditors'
rights generally.
SECTION 2.2 Capitalization of Wolfpack. The authorized capital stock of
--------------------------
Wolfpack consists of 25,000,000 share of common stock, par value $0.001 per
share, of which no shares are presently issued and outstanding. All shares of
Wolfpack common stock currently issued and
3
<PAGE>
outstanding have been duly authorized and validly issued and are fully paid and
non-assessable, and have been issued in compliance with any and all applicable
federal and state laws or pursuant to appropriate exemptions therefrom. Except
as set forth in Exhibit 2.2, there are no options, warrants, rights, calls,
commitments or agreements of any character obligating Wolfpack to issue any
shares of its capital stock or any security representing the right to purchase
or otherwise receive any such stock. Shares of Wolfpack common stock to be
issued pursuant to this Agreement, when so issued, will be duly authorized,
validly issued, fully paid and non-assessable.
SECTION 2.3 Character Documents. Certified copies of the Wolfpack and
-------------------
Subsidiary Articles of Incorporation and By-Laws, as amended to date, have been
or will be provided to DPI and Susan H. Coker prior to the Closing.
SECTION 2.4 Corporate Documents. The Wolfpack and Subsidiary
-------------------
shareholders' list and corporate minute books are complete and accurate as of
the date hereof and the corporate minute books contain the recorded minutes of
all corporate meetings of shareholders and directors.
SECTION 2.5 Required Authorizations. There have been or will be timely
-----------------------
filed, given, obtained or taken, all applications, notices, consents, approvals,
orders, registrations, qualifications waivers or other actions of any kind
required by virtue of execution and delivery of this Agreement by Wolfpack or
the consummation by it of the transactions contemplated hereby. Prior to the
Closing, the directors of Wolfpack and Subsidiary shall have approved this
Agreement and the transactions contemplated hereunder and appropriate corporate
filings shall have been made.
SECTION 2.6 Compliance with Law and Government Regulations. Wolfpack is
----------------------------------------------
in compliance with and is not in violation of, applicable federal, state, local
or foreign statutes, laws and regulations (including without limitation, any
applicable building, zoning or other law, ordinance or regulation) affecting its
properties or the operation of its business. Wolfpack is not subject to any
order, decree, judgment or other sanction of any court, administrative agency or
other tribunal.
SECTION 2.7 Litigation. There is no litigation, arbitration, proceeding
----------
or investigation pending or threatened to which Wolfpack or Subsidiary is a
party or which may result in any material change in the business of condition,
financial or otherwise, of Wolfpack or in any of its properties or assets, or
which might result in any liability on the part of Wolfpack or Subsidiary, or
which questions the validity of this Agreement or of any action taken or to be
taken pursuant to or in connection with the provisions of this Agreement, and to
the best knowledge of Wolfpack, there is no basis for any such litigation,
arbitration, proceeding or investigation.
SECTION 2.8 Authority. Wolfpack, Subsidiary and their directors will,
---------
prior to the Closing, approve this Agreement and the transactions contemplated
hereby and will duly authorize the execution and delivery hereof. Wolfpack and
Subsidiary have full power, authority and legal right to enter into this
Agreement and to consummate the transactions contemplated hereby, and all
corporate action necessary to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby has been
duly and validly taken. The execution and delivery of this Agreement, the
consummation of the transactions contemplated
4
<PAGE>
hereby and compliance by Wolfpack with the provisions hereof will not (a)
conflict with or result in a breach of any provisions of, 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 creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of Wolfpack
under, any of the terms, conditions or provisions of the Articles of
Incorporation or By-Laws of Wolfpack, or any note, bond, mortgage, indenture,
license, lease, agreement or any instrument or obligation to which Wolfpack is a
party or by which it is bound; or (b) violate any order, writ injunction,
decree, statute, rule or regulation applicable to Wolfpack or any of its
properties or assets.
SECTION 2.9 Full Disclosure. None of the representations and warranties
---------------
made by Wolfpack herein, or in any exhibit, certificate or memorandum furnished
or to be furnished by Wolfpack, on its behalf pursuant hereto, contains or will
contain any untrue statement of material fact, or omits any material fact, the
omission of which would be misleading.
ARTICLE III
COVENANTS OF WOLFPACK AND SUBSIDIARY
SECTION 3.1 Conduct Prior to the Closing. Between the date hereof and the
----------------------------
Closing:
(a) Wolfpack and Subsidiary will comply with all requirements which
federal or state law may impose on it with respect to this Agreement and the
transactions contemplated hereby, and will promptly cooperate with and furnish
written information to DPI in connection with any such requirements imposed
upon the parties hereto in connection therewith;
(b) Wolfpack shall grant to DPI and its counsel, accountants and other
representatives, full access during normal business hours during the period to
the Closing to all of its respective properties, books, contracts, commitments
and records and, during such period, furnish promptly to DPI and such
representatives all information relating to Wolfpack and Subsidiary as DPI may
reasonably request, and shall extend to DPI the opportunity to meet with
Wolfpack's accountants and attorneys to discuss the financial condition of
Wolfpack and Subsidiary; and
(c) Except for the transactions contemplated by this Agreement, Wolfpack
and subsidiary will conduct its business in the normal course, and shall not
sell, pledge or assign any of its assets without the prior written consent of
DPI .
SECTION 3.2 Affirmative Covenants. Prior to Closing, Wolfpack will do the
---------------------
following:
(a) Use its best efforts to accomplish all actions necessary to consummate
this Agreement, including satisfaction of all conditions contained in this
Agreement;
(b) Obtain approval of this Agreement from its directors;
5
<PAGE>
(c) Reserve, and promptly after the Closing, issue and deliver to Susan H.
Coker the Wolfpack Shares;
(d) Take all other necessary corporate actions to accomplish those items
set forth in Section 1.3 hereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
DPI INDUSTRIES, INC. AND SUSAN H. COKER
DPI and Susan H. Coker hereby represent, warrant and agree that:
SECTION 4.1 Organization of DPI. DPI is a corporation duly organized,
-------------------
validly existing and in good standing under the laws of the State of North
Carolina, is duly qualified and in good standing in every jurisdiction in which
such qualifications is necessary. There are no corporations or other entities
with respect to which (i) DPI owns any of the outstanding stock or other
interests, or (ii) DPI may be deemed to be in control because of factors or
relationships other than the quantity of stock or other interests owned in such
entity except as otherwise disclosed in Exhibit 4.1 annexed hereto and by this
reference made a part hereof. DPI has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.
SECTION 4.2 Capitalization of DPI. The authorized capital stock of DPI
---------------------
consists of 100 shares of common stock, par value $0.0001 per share, all of
which have been issued to Susan H. Coker (the "DPI Stock"). All of the DPI
Stock have been duly authorized and validly issued and are fully paid and non-
assessable, and have been issued in compliance with any and all applicable
federal and state laws or pursuant to appropriate exemptions therefrom.
SECTION 4.3 Charter Documents. Complete and correct copies of the
------------------
Articles of Incorporation and By-Laws of DPI and all amendments thereto, have
been or will be delivered to Wolfpack prior to the Closing.
SECTION 4.4 Tax Returns and Payments. All of DPI 's tax returns (federal,
------------------------
state, city, county or foreign) which are required by law to be filed on or
before the date of this Agreement, have been duly filed or extended with the
appropriate governmental authority. DPI has paid all taxes to be due on said
returns, any assessments made against DPI and all other taxes, fees and similar
charges imposed on DPI by any governmental authority (other than those, the
amount or validity of which is being contested in good faith by appropriate
proceedings). No tax liens have been filed and no claims are being assessed
with respect to any such taxes, fees or other similar charges.
SECTION 4.5 Required Authorizations. There have been or will be timely
-----------------------
filed, given, obtained or taken, all applications, notices, consents, approvals,
orders, registrations, qualifications
6
<PAGE>
waivers or other actions of any kind required by virtue of execution and
delivery of this Agreement by DPI or the consummation by it of the transactions
contemplated hereby.
SECTION 4.6 Compliance with Law and Government Regulations. DPI is in
----------------------------------------------
compliance with all applicable statutes, regulations, decrees, orders,
restrictions, guidelines and standard affecting its properties and operations,
imposed by the United States of America or any state to which DPI is subject.
SECTION 4.7 Litigation. There is no litigation, arbitration, proceeding
----------
or investigation pending or threatened to which DPI is a party or which may
result in any material change in the business of condition, financial or
otherwise, of DPI or in any of its properties or assets, or which might result
in any liability on the part of DPI, or which questions the validity of this
Agreement or of any action taken or to be taken pursuant to or in connection
with the provisions of this Agreement, and to the best knowledge of DPI, there
is no basis for any such litigation, arbitration, proceeding or investigation.
SECTION 4.8 Patents, Trade Names and Rights. Exhibit 4.8 annexed hereto
-------------------------------
and by this reference is made a part hereof, contains a complete list of all
patents, trademarks, service marks, trade marks, service mark, trademark and
service mark registrations, applications and licenses with respect the forgoing
owned or held by DPI. DPI has no knowledge of any facts and nothing has come
to its attention that would lead it to believe that it has infringed or
misappropriated or is infringing upon any trademark, copyright, patent or other
similar right of any person. No claim relating thereto is pending or to the
knowledge of DPI is threatened.
SECTION 4.9 Governmental Consent. No consent, approval, authorization or
--------------------
order of, or registration, qualification, designation, declaration or filing
with, any governmental authority on the part of DPI is required in connection
with the execution and delivery of this Agreement or the carrying out of any
transactions contemplated
SECTION 4.10 Authority. DPI and its shareholders representing no less
---------
than one hundred percent (100%) of the issued and outstanding shares of DPI
capital stock of record, have approved this Agreement and duly authorized the
execution hereof. DPI and Susan H. Coker have full power, authority and legal
right to enter into this Agreement on behalf of DPI and its shareholder and to
consummate the transactions contemplated hereby, and all corporate action
necessary to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby has been duly and validly
taken. The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and compliance by DPI and Susan H. Coker with
the provisions hereof will not (a) conflict with or result in a breach of any
provisions of, 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 creation of
any lien, security interest, charge or encumbrance upon any of the properties or
assets of DPI under, any of the terms, conditions or provisions of the Articles
of Incorporation or By-Laws of DPI, or any note, bond, mortgage, indenture,
license, agreement or any instrument or obligation to which DPI is a party or by
which it is bound; or (b) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to DPI or any of its properties or assets.
7
<PAGE>
SECTION 4.11 Ownership of Shares. Susan H. Coker is the sole owner of
-------------------
100% of the DPI capital stock currently issued and outstanding which is to be
transferred to Subsidiary under this Agreement, has full power and authority
transfer such shares of DPI capital stock to Subsidiary hereunder, and that such
shares are free and clear of any liens, charges, mortgages, pledges or
encumbrances and that such shares are not subject to any claims as to the
ownership thereof, or any rights, powers or interest therein, by any third
party.
SECTION 4.12 Investment Purpose. Susan H. Coker is acquiring the
------------------
Wolfpack Shares for investment purposes only and acknowledges that the Wolfpack
Shares issued hereunder are "restricted securities" and may not be sold, traded
or otherwise transferred without registration under the Securities Act or
exemption therefrom.
SECTION 4.13 Full Disclosure. None of the representations and
---------------
warranties made by Susan H. Coker or DPI herein, or in any exhibit, certificate
or memorandum furnished or to be furnished by, their behalf pursuant hereto,
contains or will contain any untrue statement of material fact, or omits any
material fact, the omission of which would be misleading.
ARTICLE V
COVENANTS OF DPI AND SUSAN H. COKER
SECTION 5.1 Conduct Prior to the Closing. Between the date hereof and
----------------------------
the Closing:
(a) Except within the regular course of business, DPI will not enter into
any material agreement, contract or commitment, whether written or oral, or
engage in any transaction, without the prior written consent of Wolfpack;
(b) DPI will not declare any dividends or distributions with respect to its
capital stock or amend its Articles of Incorporation or By-Laws, without the
prior written consent of Wolfpack;
(c) Except within the regular course of business, DPI will not incur any
indebtedness for money borrowed or issue any debt securities, or incur or suffer
to be incurred any liability or obligation of any nature whatsoever, or cause or
permit any lien, encumbrance or security interest to be created or arise on or
in any of its properties or assets, without the prior written consent of
Wolfpack;
(d) DPI will comply with all requirements which federal or state law may
impose on it with respect to this Agreement and the transactions contemplated
hereby, and will promptly cooperate with and furnish written information to DPI
in connection with any such requirements imposed upon the parties hereto in
connection therewith;
8
<PAGE>
(e) DPI shall grant to Wolfpack and its counsel, accountants and other
representatives, full access during normal business hours during the period to
the Closing to all its respective properties, books, contracts, commitments and
records and, during such period, furnish promptly to Wolfpack and such
representatives all information relating to DPI as Wolfpack may reasonably
request, and shall extend to Wolfpack the opportunity to meet with DPI 's
accountants and attorneys to discuss the financial condition of DPI.
SECTION 5.2 Affirmative Covenants. Prior to Closing, DPI will do the
---------------------
following:
(a) Obtain the approval of its Board of Directors and shareholder to
proceed with this Agreement;
(b) Use its best efforts to accomplish all actions necessary to consummate
this Agreement, including satisfaction of all conditions contained in this
Agreement; and
(c) Promptly notify Wolfpack in writing of any material adverse change in
the financial condition, business, operations or key personnel of DPI, any
threatened material litigation or investigation, any breach of its
representations or warranties contained herein, and any material contract,
agreement, license or other agreement which, if in effect on the date of this
Agreement, should have been included in this Agreement.
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.1 Expenses. Whether or not the transactions contemplated in
--------
this Agreement are consummated, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expense or as otherwise agreed to herein.
SECTION 6.2. Brokers and Finders. Each of the parties hereto
-------------------
represents, as to itself, that no agent, broker, investment banker or firm or
person is or will be entitled to any broker's or finder's fee or any other
commission or similar fee in connection with any of the transactions
contemplated by this Agreement.
SECTION 6.3 Necessary Actions. Subject to the terms and conditions
-----------------
herein provided, each of the parties hereto agree to use all reasonable efforts
to take, or cause to be taken, all action, and to do or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In the event at any time after the Closing, any further action is necessary or
desirable to carry out the purpose of this Agreement, the proper officers and/or
directors of Wolfpack or DPI, as the case may be, shall take all such necessary
action.
9
<PAGE>
SECTION 6.4 Confidentiality. All parties hereto agree to keep
---------------
confidential this Agreement and all information and documents relating to this
Agreement until such time as the Agreement and the transactions contemplated
hereunder are made public by means of an appropriate press release or by any
other means reasonably assured to make such information publicly available.
ARTICLE VII
CONDITIONS TO OBLIGATIONS OF THE PARTIES
The obligations of the parties under this Agreement are subject to the
fulfillment and satisfaction of each of the following conditions:
SECTION 7.1 Legal Action. No preliminary or permanent injunction or
------------
other order by any federal or state court which prevents the consummation of
this Agreement or any of the transactions contemplated by this Agreement shall
have been issued and remain in effect.
SECTION 7.2 Absence of Termination. The obligations to consummate the
----------------------
transactions contemplated hereby shall not have been canceled pursuant to
Article X hereof.
SECTION 7.3 Required Approvals. Wolfpack and DPI shall have received
------------------
all such approvals, consents, authorizations or modifications as may be required
to permit the performance by Wolfpack and DPI of the respective obligations
under this Agreement, and the consummation of the transactions herein
contemplated, whether from governmental authorities or other persons, and
Wolfpack and DPI shall each have received any and all permits and approvals from
any regulatory authority having jurisdiction required for the lawful
consummation of this Agreement.
SECTION 7.4 "Blue Sky" Compliance. There shall have been obtained any
---------------------
and all permits, approvals and consents of the appropriate state securities
commissions of any jurisdictions, and of any other governmental body or agency,
which counsel for Wolfpack may reasonably deem necessary or appropriate so that
consummation of the transactions contemplated by this Agreement may be in
compliance with all applicable laws.
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF WOLFPACK
All obligations of Wolfpack under this Agreement are subject to the
fulfillment and satisfaction by DPI prior to or at the time of Closing, of each
of the following conditions, any one or more of which may be waived by Wolfpack.
10
<PAGE>
SECTION 8.1 Representations and Warranties True at Closing. All
----------------------------------------------
representations and warranties of DPI contained in this Agreement will be true
and correct at and as of the time of the Closing, and DPI shall have delivered
to Wolfpack certificates, dated the date of the Closing, to such effect and in
the form and substance satisfactory to Wolfpack, and signed, in the case of DPI,
by its president and secretary.
SECTION 8.2 Performance. The obligations of DPI to be performed on or
------------
before the Closing pursuant to the terms of this Agreement shall be duly
performed at such time and DPI shall have delivered to Wolfpack a certificate,
dated the date of the Closing, to such effect and in form and substance
satisfactory to Wolfpack.
SECTION 8.3 Authority. All action required to be taken by, or on the
---------
part of DPI and its shareholders to authorize the execution, delivery and
performance of this Agreement by DPI and the consummation of the transactions
contemplated hereby, shall have been duly and validly taken.
SECTION 8.4 Absence of Certain Changes or Events. There shall not have
------------------------------------
occurred, since the date hereof, any adverse change in the business, condition
(financial or otherwise), assets or liabilities of DPI or any event or
condition of any character adversely affecting DPI, and it shall have delivered
to Wolfpack, certificates, dated the date of the Closing, to such effect and in
form and substance satisfactory to Wolfpack.
ARTICLE IX
CONDITIONS PRECEDENT OF DPI
All obligations of DPI under this Agreement are subject to the fulfillment
and satisfaction by Wolfpack prior to or at the time of Closing, of each of the
following conditions, any one or more of which may be waived by DPI.
SECTION 9.1 Representations and Warranties True at Closing. All
----------------------------------------------
representations and warranties of Wolfpack contained in this Agreement will be
true and correct at and as of the time of the Closing, and Wolfpack shall have
delivered to DPI certificates, dated the date of the Closing, to such effect
and in the form and substance satisfactory to DPI, and signed, in the case of
Wolfpack, by its president and secretary.
SECTION 9.2 Performance. The obligations of Wolfpack to be performed
-----------
on or before the Closing pursuant to the terms of this Agreement shall have been
duly performed at such time, and Wolfpack shall have delivered to DPI a
certificate, dated the date of the Closing, to such effect and in form and
substance satisfactory to DPI, and signed in the case of Wolfpack, by its
president and secretary.
SECTION 9.3 Authority. All action required to be taken by, or on the
---------
part of Wolfpack and its shareholders to authorize the execution, delivery and
performance of this Agreement by
11
<PAGE>
Wolfpack and the consummation of the transactions contemplated hereby, shall
have been duly and validly taken.
SECTION 9.4 Absence of Certain Changes or Events. There shall not have
------------------------------------
occurred, since the date hereof, any adverse change in the business, condition
(financial or otherwise), assets or liabilities of Wolfpack or any event or
condition of any character adversely affecting Wolfpack, and it shall have
delivered to DPI, certificates, dated the date of the Closing, to such effect
and in form and substance satisfactory to DPI and signed, in the case of
Wolfpack, by its president and secretary.
ARTICLE X
TERMINATION
SECTION 10.1 Termination. Notwithstanding anything herein or elsewhere
-----------
to the contrary, this Agreement may be terminated:
(a) By mutual agreement of the parties hereto at any time;
(b) By the Board of Directors of Wolfpack at any time prior to the Closing,
if:
(i) a condition to performance by Wolfpack under this
Agreement or a covenant of DPI and Susan H. Coker contained herein
shall not be fulfilled on or before the time of the Closing or at such
other time and date specified for the fulfillment for such covenant or
condition; or
(ii) a material default or breach of this Agreement shall
be made by DPI or Susan H. Coker; or
(c) By the Board of Directors of DPI at any time prior to the Closing, if:
(i) a condition to DPI's performance under this
Agreement or a covenant of Wolfpack or Subsidiary contained herein
shall not be fulfilled on or before the time of the Closing or at such
other time and date specified for the fulfillment for such covenant or
condition; or
(ii) a material default or breach of this Agreement shall
be made by Wolfpack or Subsidiary; or
(d) By any party in the event the Minimum Amount is not raised within one
hundred twenty (120) days from the date of the Offering,
12
<PAGE>
(e) By any party in the event the Offering is not made within ninety (90)
days of the date of this Agreement.
SECTION 10.2 Effect of Termination. If this Agreement is terminated,
---------------------
this Agreement, except as to Section 11.1 and Section 11.2, shall no longer be
of any force or effect and there shall be no liability on the party of any party
or its respective directors, officers or stockholders; provided however, that in
the case of a termination without cause by a party or a termination pursuant to
Section 10.1 (b)(i) or 10.1(c)(i) hereof because of a prior material default
under or a material breach of this Agreement by another party, the damages which
the aggrieved party or parties may recover from the defaulting party or parties
shall in no event exceed the amount of out-of-pocket costs and expenses incurred
by such aggravated party or parties in connection with this Agreement, and no
party to this Agreement shall be entitled to any injunctive relief.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1 Cost and Expenses. All costs and expenses incurred in
-----------------
connection with this Agreement will be paid by the party incurring such
expenses. In the event of any termination of this Agreement pursuant to Section
10.1, subject to the provisions of Section 10.2, Wolfpack, Subsidiary, DPI, and
Susan H. Coker will each bear their own respective expenses.
SECTION 11.2 Extension of time: Waivers. At any time prior to the
--------------------------
Closing date:
(a) Wolfpack and Subsidiary may (i) extend the time for the performance of
any of the obligations or other acts of DPI or Susan H. Coker, (ii) waive any
inaccuracies in the representations and warranties of DPI contained herein or
in any documents delivered pursuant hereto by DPI or Susan H. Coker, (iii) waive
compliance with any of the agreements or conditions contained herein to be
performed by DPI or Susan H. Coker. Any agreement on the part of Wolfpack and
Subsidiary to any such extension or waiver shall be valid only if set forth in
an instrument, in writing, signed on behalf of Wolfpack and Subsidiary.
(b) DPI and Susan H. Coker may (i) extend the time for the performance of
any of the obligations or other acts of Wolfpack or Subsidiary, (ii) waive any
inaccuracies in the representations and warranties of Wolfpack or Subsidiary
contained herein or in any documents delivered pursuant hereto by Wolfpack and
(iii) waive compliance with any of the agreements or conditions contained herein
to be performed by Wolfpack or Subsidiary. Any agreement on the party of DPI
and Susan H. Coker to any such extension or waiver shall be valid only if set
forth in an instrument, in writing, signed on behalf of DPI and Susan H. Coker.
SECTION 11.3 Notices. Any notice to any party hereto pursuant to this
-------
Agreement shall be in writing and given by Certified or Registered Mail or by
facsimile, addressed as follows:
13
<PAGE>
Dina Porter, Inc. and Susan H. Coker
446 Daniels Street
Raleigh, NC 27605
Wolfpack Corporation and Wolfpack
Subsidiary Corp.
c/o Kaplan & Gottbetter & Levenson, LLP
630 Third Avenue, 5th Floor
New York, NY 10017
Additional notices are to be given as to each party, at such other address
as should be designated in writing complying as to delivery with the terms of
this Section 11.3. All such notices shall be effective when sent, addressed as
aforesaid.
SECTION 11.4 Parties in Interest. This Agreement shall inure to the
-------------------
benefit of and be binding upon the parties hereto and the respective successors
and assigns. Nothing in this Agreement is intended to confer, expressly or by
implication, upon any other person any rights or remedies under or by reason of
this Agreement.
SECTION 11.5 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original and together shall
constitute one documents. The delivery by facsimile of an executed counterpart
of this Agreement shall be deemed to be an original and shall have the full
force and effect of an original executed copy.
SECTION 11.6 Severability. The parties hereto agree and affirm that none
------------
of the provisions herein is dependent upon the validity of any other provision,
and if any part of this Agreement is deemed to be unenforceable, the remainder
of the Agreement shall remain in full force and effect.
SECTION 11.7 Headings. The "Article" and "Section" headings are provided
--------
herein for convenience of reference only and do not constitute a part of this
Agreement.
SECTION 11.8 Survival of Representations and Warranties. All terms,
------------------------------------------
conditions, representations and warranties set forth in this Agreement or in any
instrument, certificate, opinion, or other writing providing for in it, shall
survive the Closing and the delivery of the Wolfpack Shares issued hereunder at
the Closing, for a period of one year from the Closing regardless of any
investigation made by or on behalf of any of the parties hereto.
SECTION 11.9 Assignability. This Agreement shall not be assigned by any
-------------
of the parties hereto without the prior written consent of the other parties.
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement in a manner legally binding upon them as of the date first above
written.
WOLFPACK CORPORATION Attest:
By: /s/ Peter L. Coker /s/ Susan H. Coker
--------------------------------- ------------------------------------
Peter L. Coker, President Secretary
WOLFPACK SUBSIDIARY CORP. Attest:
By: /s/ Peter L. Coker /s/ Susan H. Coker
--------------------------------- ------------------------------------
Peter L. Coker, President Secretary
DINA PORTER, INC. Attest:
By: /s/ Susan H. Coker /s/ Susan H. Coker
--------------------------------- ------------------------------------
Susan H. Coker, President Secretary
By: /s/ Susan H. Coker
---------------------------------
Susan H. Coker, Sole Shareholder
of DPI
15
<PAGE>
Exhibit 2.2
Wolfpack and Subsidiary have entered into an acquisition agreement whereby
Wolfpack will issue one million shares of its common stock in exchange for
Subsidiary's acquisition of all of its shares of AAM Investment Counsel, Inc.
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
WOLFPACK CORPORATION
______________
The undersigned, Adam S. Gottbetter on behalf of Kaplan Gottbetter &
Levenson, LLP, for the purpose of organizing a corporation for conducting the
business and promoting the purposes hereinafter stated, under the provisions and
subject to the requirements of the laws of the State of Delaware (particularly
Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and
supplemental thereto, and known, identified, and referred to as the "General
Corporation Law of the State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
-----
"corporation") is Wolfpack Corporation
SECOND: The address, including street, number, city, and county, of the
------
registered office of the corporation in the State of Delaware is 9 East
Loockerman, City of Dover 19901, County of Kent; and the name of the registered
agent of the corporation in the State of Delaware at such address is National
Corporate Research, Ltd.
THIRD: The nature of the business and the purpose to be conducted and
-----
promoted by the corporation, which shall be in addition to the authority of the
corporation to conduct any lawful business, to promote any lawful purpose, and
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
------
have authority to issue is 25,000,000 of which 20,000,000 shares are designated
as common stock, par value $.001 per share and 5,000,000 shares of blank check
preferred stock, par value $.001 per share, none of which has been designated.
FIFTH: The name and the mailing address of the incorporator are as
-----
follows:
NAME MAILING ADDRESS
---- ---------------
Kaplan Gottbetter Att: Adam S. Gottbetter
& Levenson, LLP 630 Third Avenue
New York, NY 10017
SIXTH: The corporation is to have perpetual existence.
-----
SEVENTH: Whenever a compromise or arrangement is proposed between this
-------
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of (S)291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
corporation under the provisions of (S)279 of Title
<PAGE>
8 of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
------
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management for the business and the conduct of the
affairs of the corporation shall be vested in its Board of Directors.
The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws.
The phrase "whole Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors which the corporation would have if there were no vacancies.
No election of directors need be by written ballot.
2. After the original or other Bylaws of the corporation have
been adopted, amended, or repealed, as the case may be, in accordance
with the provisions of (S)109 of the General Corporation Law of the
State of Delaware, and, after the corporation has received any payment
for any of its stock, the power to adopt, amend, or repeal the Bylaws
of the corporation may be exercised by the Board of Directors of the
corporation; provided, however, that any provision for the
classification of directors of the corporation for staggered terms
pursuant to the provisions of subsection (d) of (S)141 of the General
Corporation Law of the State of Delaware shall be set forth in an
initial Bylaw or in a Bylaw adopted by the stockholders entitled to
vote of the corporation unless provisions for such classification
shall be set forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
2
<PAGE>
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of (S)242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the corporation is
-----
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of
(S)102 of the General Corporation Law of the State of Delaware, as the same may
be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
-----
provisions of (S)145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockbrokers or disinterested directors or
otherwise both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
ELEVENTH: From time to time any of the provisions of this certificate of
--------
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on March 16, 1998
KAPLAN GOTTBETTER & LEVENSON, LLP, Incorporator
____________________________________
By: Adam S. Gottbetter
Title: Partner
3
<PAGE>
EXHIBIT 3.2
BY-LAWS
OF
WOLFPACK CORPORATION
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. -- The registered office shall be
established and maintained at 9 East Loockerman, City of Dover 19901, County of
Kent. The name of the registered agent of the corporation in the State of
Delaware at such address is National Corporate Research, Ltd.
SECTION 2. OTHER OFFICES. -- The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. -- Annual Meetings of stockholders for
the election of directors and for such other business as may be stated in the
notice of the meeting, shall be held at such place, either within or without the
State of Delaware, and during the month of October of each year, at such time
and date as the Board of Directors, by resolution, shall determine and as set
forth in the notice of the meeting.
If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.
SECTION 2. OTHER MEETINGS. -- Meetings of stockholders for any
purpose other than the election of directors may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of the
meeting.
SECTION 3. VOTING. -- Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Upon the demand of any stockholder, the vote for directors
and the
<PAGE>
vote upon any question before the meeting, shall be by ballot. All elections for
directors shall be decided by plurality vote; all other questions shall be
elected by majority vote except as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 4. QUORUM. -- Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting until the requisite amount of stock entitled to vote
shall be present. At any such adjourned meeting at which the requisite amount
of stock entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed; but only
those stockholders entitled to vote at the meeting as originally noticed shall
be entitled to vote at any adjournment or adjournments thereof.
SECTION 5. SPECIAL MEETINGS. -- Special meetings of the stockholders
for any purpose or purposes may be called by the President or Secretary, or by
resolution of the directors.
SECTION 6. NOTICE OF MEETINGS. -- Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than sixty days before the date of the meeting. No business other than
that stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.
SECTION 7. ACTION WITHOUT MEETING. -- Unless otherwise provided by
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting, 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. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
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ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. -- The number of directors shall be at
least one. The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve until his or her
successor shall be elected and shall qualify. Directors need not be
stockholders.
SECTION 2. RESIGNATIONS. -- Any director, member of a committee or
other officer may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. --If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than a quorum by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen. A vacancy or vacancies in the board of
directors shall be deemed to exist in case of the death, resignation or removal
of any director, or if the authorized number of directors be increased, or if
the shareholders fail at any annual or special meeting of shareholders at which
any director or directors are elected to elect the full authorized number of
directors to be voted for at that meeting.
SECTION 4. REMOVAL. -- Except as hereinafter provided, any director
or directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting of the stockholders
called for the purpose and the vacancies thus created may be filled, at the
meeting held for the purpose of removal, by the affirmative vote of a majority
in interest of the stockholders entitled to vote.
Unless the Certificate of Incorporation otherwise provides,
stockholders may effect removal of a director who is a member of a classified
Board of Directors only for cause. If the Certificate of Incorporation provides
for cumulative voting and if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at an election of
the entire Board of Directors, or, if there be classes of directors, at an
election of the class of directors of which he is a part.
If the holders of any class or series are entitled to elect one or
more directors by the provisions of the Certificate of Incorporation, these
provisions shall apply, in respect to the removal without cause of a director or
directors so elected, to the vote of the holders of the outstanding shares of
the class or series and not to the vote of the outstanding shares as a whole.
SECTION 5. INCREASE OF NUMBER. -- The number of directors may be
increased by amendment of these By-Laws by the affirmative vote of a majority of
the directors, though less than a quorum, or, by the affirmative vote of a
majority in interest of the stockholders,
3
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at the annual meeting or at a special meeting called for that purpose, and by
like vote the additional directors may be chosen at such meeting to hold office
until the next annual election and until their successors are elected and
qualify.
SECTION 6. POWERS. -- The Board of Directors shall exercise all of
the powers of the corporation except such as are by law, or by the Certificate
of Incorporation of the corporation or by these By-Laws conferred upon or
reserved to the stockholders.
SECTION 7. COMMITTEES. -- The Board of Directors may, by resolution
or resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation; and, unless the resolution, these By-Laws or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.
SECTION 8. MEETINGS. -- The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent in
writing of all the directors.
Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the board may be called by the President or by the
Secretary on the written request of any two directors on at least two days'
notice to each director and shall be held at such place or places as may be
determined by the directors, or as shall be stated in the call of the meeting.
Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may
4
<PAGE>
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
SECTION 9. QUORUM. -- A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
adjourned.
SECTION 10. COMPENSATION. -- Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the board a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
SECTION 11. ACTION WITHOUT MEETING. -- Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the board, or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. -- The officers of the corporation shall be a
President, a Treasurer, and a Secretary, all of whom shall be elected by the
Board of Directors and who shall hold office until their successors are elected
and qualify. In addition, the Board of Directors may elect a Chairman, one or
more Vice Presidents and such Assistant Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be
directors. The officers shall be elected at the first meeting of the Board of
Directors after each annual meeting. More than two offices may be held by the
same person.
SECTION 2. OTHER OFFICERS AND AGENTS. -- The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. -- The Chairman of the Board of Directors, if
elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
5
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SECTION 4. PRESIDENT. -- The President shall be the chief executive
officer of the corporation and shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the corporation. Except
as the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages and other contracts on behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 5. VICE PRESIDENT. -- Each Vice President, if elected, shall
have such powers and shall perform such duties as shall be assigned to him by
the directors.
SECTION 6. TREASURER. -- The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.
SECTION 7. SECRETARY. -- The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all other
notices required by law or by these By-Laws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the President, or by the directors, or stockholders, upon
whose requisition the meeting is called as provided in these By-Laws. He shall
record all the proceedings of the meetings of the corporation and of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the directors or the President. He shall
have custody of the seal of the corporation and shall affix the same to all
instruments requiring it, when authorized by the directors or the President, and
attest the same.
SECTION 8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. --Assistant
Treasurers, and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
ARTICLE V
6
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MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. -- Certificates of stock, signed by
the Chairman or Vice Chairman of the Board of Directors, if they be elected,
President or Vice President, and the Treasurer or an Assistant Treasurer, or
Secretary or an Assistant Secretary, shall be issued to each stockholder
certifying the number of shares owned by him in the corporation. Any or all of
the signatures may be facsimiles.
SECTION 2. LOST CERTIFICATES. -- A new certificate of stock may be
issued in the place of any certificate theretofore issued by the corporation,
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond, in such sum as they may direct,
not exceeding double the value of the stock, to indemnify the corporation
against any claim that may be made against it on account of the alleged loss of
any such certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. -- The shares of stock of the
corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the directors may designate, by whom they
shall be canceled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made of
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. -- In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 5. DIVIDENDS. -- Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.
7
<PAGE>
SECTION 6. SEAL. -- The corporate seal shall be circular in form and
shall containing the name of the corporation, the year of its creation and the
words "CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR. -- The fiscal year of the corporation shall
be determined by resolution of the Board of Directors.
SECTION 8. CHECKS. -- All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers, agent or agents of
the corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER NOTICE. -- Whenever any notice is
required by these By-Laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail or with an express
delivery courier, postage prepaid, addressed to the person entitled thereto at
his address as it appears on the records of the corporation, and such notice
shall be deemed to have been given on the day of such mailing. Stockholders not
entitled to vote shall not be entitled to receive notice of any meetings except
as otherwise provided by Statue.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation or the corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at
any annual meeting of the stockholders or at any special meeting thereof if
notice of the proposed alteration or repeal or By-Law or By-Laws to be made be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal, or By-Laws to be
made, be contained in the notice of such special meeting.
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EXHIBIT 10.1
YORK Asset Management, Leasing, Property Management
Properties, Inc. Brokerage, New Homes, Relocation DUPLICATE ORIGINAL
April 20, 1995
Mrs. Susan H. Coker
Dina Porter Gallery
4825 Wild Cherry Lane
Macungie, PA 18062
Dear Mrs. Coker:
I am pleased to make the following final proposal for you to lease space in
Cameron Village Shopping Center under the following terms and conditions:
NAME OF TENANT: The lessee will be Susan H. Coker
d/b/a Dina Porter Gallery
PURPOSE: Premises shall be used for the purpose of operating an
American Crafts Gallery Boutique store and the sale at
retail of items normally sold in such a business,
including , but not limited to, porcelain/pottery, art
glass, 14K gold jewelry, trendy clothing, limited
edition art work, tabletop cards, stationery and items
normally sold in such a business silver jewelry and
gifts.
PREMISES: Approximately 4,251 square feet on (TBD) Daniel Street.
TERMS: The term of this agreement will be for a period of five
years and no months, beginning October 1, 1995, and
ending September 30, 2000.
Tenant would pay the base (minimum) rent or the
percentage of sales, whichever is greater.
RENT: A. The base minimum rent will be as follows:
$54,355.00 per year October 1, 1995 through September
30, 1996 ($4,529.58 per month) ($14.00 per retail
s.f./$5.00 for a side room s.f.) (3,678 s.f. x $14 =
$51,492 + $2,863 = $54,355 / 12 = $4,529.58)
$56,194.00 per year October 1, 1996 through September
30, 1997 ($5,142.72 per month) ($14.50 per retail
s.f.$5.00 for side room s.f.). (3,678 s.f. x $14.50 =
$53,331 + $2,863 = $56,194 / 12 = $4,682.83)
$58,033.00 per year October 1, 1997 through September
30, 1998 ($4,836.00 per month) ($15.00 per retail
s.f.$5.00 for side room s.f.). (3,678 s.f. x $15.00 =
$55,170 + $2,863 = $58,033 / 12 = $4,836.00)
1900 Cameron Street . PO Box 1007 . Raleigh, NC 27605-0007 . 919/821-1350 .
919/828-9240 Fax
<PAGE>
$59,872.00 per year October 1, 1998 through September
30, 1999 ($4,989.33 per month) ($15.50 per retail
s.f./$5.00 for side room s.f.) (3,678 s.f. x $15.50 =
$57,009 + $2,863 = $59,872 / 12 = $4,989.33)
$61,711.00 per year October 1, 1999 through September
30, 2000 $5,142.58 per month) ($16.00 per retail
s.f./$5.00 for side room s.f.). (3,678 s.f. x 16.00 =
$58,848 = $2,863 = $61,711 / 12 = $5,142.58)
B. Percentage Rent: Six percent (6%) of gross sales,
monthly breakeven point during the first year would be
$75,493.05, computed and paid on an annual basis with a
natural breakeven point through September 30, 1996, and
thereafter computed and paid on a monthly basis.
Percentage rent, if applicable, will be paid in arrears
by the tenth of the following month.
Tenant will pay minimum rent or the percentage rent,
whichever is greater.
RENTAL COMMENCEMENT: Rent will start on the day tenant opens for business.
This date will not be later than October 1, 1995.
COMMON AREA MAINTENANCE: Tenant will pay its pro rata share of the cost of
maintaining the Common Area. The estimate of this cost
for the calendar year 1995 is $1.12 per square foot. In
your case, this cost would be $396.76 per month,
payable monthly in advance, beginning October 1, 1995.
Common Area costs are adjusted on an annual basis.
If you pay more than your pro rata share for any
calendar year, you will receive credit. If you pay less
than your pro rata share, you will be billed for the
additional amount due.
TAXES AND INSURANCE: In addition to the rent outlined above, Tenant shall
pay, starting October 1, 1995 its pro rata share of ad
valorem property taxes on the premises. This will be
paid monthly in advance based on the estimates of costs
for the year. The current estimates for 1995 are $.49
per square foot for property taxes and $.18 for
insurance. The monthly amounts due to this space are
$173.58 for property taxes and $63.76 for insurance.
These amounts will be adjusted once per year to reflect
your actual pro rata cost for that year.
TRASH REMOVAL: Tenant shall obtain a trash container (or in the event
Landlord determines that joint use of a compactor is
appropriate, shall contribute to the cost of the
compactor on a pro rata basis).
MARKETING FUND: Tenants agrees to contribute to the Cameron Village
Merchants Association, or at such time the Association
ceases to exist to a shopping center marketing fund.
Dues will be $.30 per s.f. or $1,275.30 per year,
payable in advance in equal monthly installments of
$106.27, fixed for the initial term of the lease.
<PAGE>
LANDLORD/TENANT WORK: Tenant and Landlord agrees that Tenant accepts
this space in an "AS IS" condition.
However, Landlord will provide:
1. Concrete floors
2. Perimeter walls
3. Standard HVAC system and duct work
4. Standard store front
5. Finished restroom
6. 110 electrical panel, wiring to panel and
standard outlets.
7. Standard ceiling panels
8. Standard light fixtures
Tenant's Work:
1. Floor covering
2. Interior painting
3. Interior partitions
4. All other work
LANDLORD ALLOWANCES: Landlord will provide $20,000 tenant upfit
allowance. Monies to be provided on date of
opening upon receipt of a Certificate of Occupancy
for the premises.
One illuminated blue panel sign will be at the
SIGNS: expense of Landlord and will be subject to
Landlord's written approval prior to installation.
Any signs visible from the exterior will also be
subject to Landlord's written approval.
MUTUAL PLAN APPROVAL: Landlord and Tenants are to approve in writing all
plans prior to the beginning of construction.
HOURS: Tenants will be open until 7:00 p.m. Monday
through Thursday, until 9:00 p.m. on Friday and
6:00 p.m. on Saturday and until 9:00 p.m. Monday
through Friday Thanksgiving to Christmas.
Additional days and hours are suggested; Tenant
may close at 6:00 p.m. Mon. - Friday unless 60% of
merchants are open until 7:00 p.m. or 9:00 p.m.
EMPLOYEE PARKING: Employees will be directed to park in appropriate
areas away from the front of any retail stores.
These areas will be designated by the Landlord.
HEATING & COOLING EQUIPMENT: Tenant will be responsible for maintaining heating
and cooling equipment in the premises, including
routine maintenance and replacement of any and all
components of the system as needed. Tenant has the
obligation to secure a maintenance contract for
the HVAC equipment (copy to be sent to Landlord
within 30 days of occupancy).
OPERATING EXPENSES: All operating expenses, including but not limited
to, utilities, interior repairs and maintenance
will be at the expense of Tenant. Landlord will be
responsible for repairs to the roof and building
structure.
CONDITIONS: 1. Written acceptance of this proposal by Tenants
on or before March 27, 1995 at 5:00 p.m.
2. Approval of owners of Cameron Village Shopping
Center.
<PAGE>
3. Subject to prior leasing.
4. A check in the amount of $4.529.58 to be held
as security deposit throughout the term of the
lease. NOTE: Check #2248 already received for
$5,116.941 will be applied as follows:
$4,529.58 for security deposit.
$587.33 for rent deposit to apply to October
1995 rent.
5. Acceptance of a suitable financial statement
showing funds available for this project.
6. Personal guarantee of principal officers and
shareholders (corporation's only)
7. Execution of mutually acceptable house
agreement.
If these terms are agreeable with you, please sign the duplicate originals of
this letter and return to Richard Hendrickson, along with your financial
statement, on or before April 26, 1995 at 12:00 noon. This proposal will expire
if not accepted by this dated. Keep the original for your files.
Sincerely,
/s/ Hal V. Worth, III
Hal V. Worth, III
Executive Vice President
HVW:rm
cc: Richard Hendrickson
ACCEPTED: APPROVED:
Susan H. Coker BROOKMONT CORPORATION, INC.
d/b/a Dina Porter By and Through Its Authorized
Agent, York Properties, Inc.
BY: /s/ Jermone R. Eatman, Jr. BY: Hal V. Worth
----------------------------- ----------------------
Jermone R. Eatman, Jr. Hal V. Worth, III
DATE: 5-3-95 ATTY DATE: 5/3/95
--------------------- --------------------
<PAGE>
EXHIBIT 21
Subsidiaries Of The Issuer
The Issuer has three wholly-owned subsidiaries, Wolfpack Subsidiary Corp.
(which was organized under the laws of the State of Delaware on May 14, 1998),
AAM Investment Council, Inc. (which was organized under the laws of the State of
Pennsylvania on February 15, 1990) and Dina Porter, Inc. (which was organized
under the laws of the State of North Carolina on May 8, 1999).
