SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
December 13, 1999
Date of Report
(Date of Earliest Event Reported)
THE HYDROGIENE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
12335 World Trade Drive
Suite 8
San Diego, California 92128
(Address of principal executive offices)
858/675-8033
fax: 858/675-0380
Registrant's telephone number
DECURION CORPORATION
1504 R Street, N.W.
Washington, D.C. 20009
Former name and former address
Florida 0-26417 91-1853701
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Reorganization
(the "Acquisition Agreement") effective December 13, 1999, the
Hydrogiene Corporation ("Hydrogiene" or the "Company"), a Florida
corporation, acquired all the outstanding shares of common stock of
Decurion Corporation ("Decurion"), a Delaware corporation, from the
shareholders thereof in an exchange for an aggregate of 1,500,000
shares of common stock of Hydrogiene (the "Acquisition").
The Acquisition was approved by the unanimous consent of the
Board of Directors of Hydrogiene of December 8, 1999. The Acquisition
is intended to qualify as a reorganization within the meaning of Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Prior to the Acquisition, Hydrogiene had 38,794,221 shares
of common stock issued and outstanding and 40,294,221 shares issued
and outstanding following the Acquisition.
Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the Securities and
Exchange Commission, Hydrogiene elected to become the successor
issuer to Decurion Corporation for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under the Act
effective December 13, 1999.
A copy of the Acquisition Agreement is filed as an exhibit
to this Form 8-K and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
(b) The following table contains information regarding the
shareholdings of Hydrogiene's current directors and executive
officers and those persons or entities who beneficially own more
than 5% of its common stock (giving effect to the exercise of the
warrants held by each such person or entity):
Number of shares of Percent of
Common Stock Common Stock
Name Beneficially Owned Beneficially
Owned (1)
Charles and Wiebeke Kallmann (2) 8,267,942 19.0%
11870 Caminito Ronaldo #139
San Diego, California 92128
Magna IV, Ltd. (3) 7,026,747 17.4%
11870 Caminito Ronaldo #139
San Diego, California 92128
Michael Brette (4) 12,350,000 28.5%
24064 Adams Avenue
Morrietta, California 92562
(1) Based upon 40,294,221 outstanding shares of common stock.
(2) Includes an option to purchase additional 3,000,000 shares
of common stock of the Company at an exercise price of $.15
per share held in Mr. Kallmann's name.
(3) Beneficially owned by Wiebeke Kallmann Revocable Trust,
11870 Caminito Ronaldo #139, San Diego, California 92128.
(4) Includes an option to purchase additional 3,000,000 shares
of common stock of the Company at an exercise price of $.15
per share. Also includes 8,800,000 shares of common stock held by
Venturenet.com, LLC, an entity controlled by Mr. Brette.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Acquisition
Agreement was negotiated between Decurion and Hydrogiene. In
evaluating the Acquisition, Decurion used criteria such as the value
of the assets of Hydrogiene, Hydrogiene's ability to compete in the
market for personal hygiene products, the unique nature of
Hydrogiene's products, the increased use of the Internet as a
marketing tool, Hydrogiene's current and anticipated business
operations, and Hydrogiene's business name and reputation in the
personal hygiene industry.
(b) The Company intends to achieve its expansion objectives
by growth at its existing facilities, use of multiple media consumer
education marketing efforts, establishing its name recognition and
consumer familiarity with the Company's products and obtaining
patent and trademark protection for its family of personal hygiene
products.
BUSINESS
COMPANY
Hydrogiene is a development-stage company, originally
incorporated on August 28, 1997 in the State of California and,
subsequently, re-incorporated in the State of Florida, that
manufactures and markets the Hydrogiene family of personal care
systems that convert tank-type and flush-type valve toilets into
personal multi-functional cleansing, water therapy and sitz bath
systems. The Company's systems are similar in function to Europe's
bidets without the additional plumbing and space requirements. To
the best of management's awareness, there is no other company in
the United States engaged in manufacturing or marketing goods
similar to those manufactured or marketed by the Company. The
Company requires additional funding in order to accomplish its
growth objectives and marketings of its products.
PRODUCTS
The Company's products are the Theraclenze and Mediclenze
systems, European-style personal hygiene and water therapy systems
for tank-type or flushometer-equipped toilets. These systems may be
installed on existing toilets without incurring additional plumbing,
electrical or construction costs. Each unit includes a limited
lifetime warranty as well as a 3-year warranty on springs and washers.
The Theraclenze System. The Theraclenze System comes
completely assembled, requiring only affixing the Theraclenze System
to the toilet with four screws. The installation procedure is
usually less than five minutes. The Theraclenze System fastens onto
any water inlet coupling and ballcock fitting used by United States
toilets over the past 50 years. The Theraclenze System is designed
to be easily used by the physically challenged or handicapped. Once
released, the system automatically turns itself off or may be kept
on until desired to be turned off at the option of the user. The
auto control handle prevents the possibility of flood or waste
water. The unit retracts when not in use, thereby preventing it from
being soiled. The Theraclenze System is designed so that soiled
water cannot flow back into the water tank. The Theraclenze System is supplied
in a lasting clinical white finish with a lifetime anti-bacterial
surface. High tensile strength plastic construction of the
Theraclenze System allows the Company to offer a lifetime warranty
on all parts exclusive of springs, washers, and O-rings. Management
believe that the Theraclenze System meets all states' health and building
codes. The Company expects the Theraclenze System to be Medicare
approved in early 2000. There is no assurance that such approval
will be given.
The Mediclenze System. The Mediclenze Flush Valve Intimate
Personal Care and Therapy System, a companion to the Theraclenze
System, is specifically designed for commercial use and installation
to existing flushometer toilets. The Mediclenze System differs from
the Theraclenze System in several ways. It was designed to endure
heavy-duty usage over long periods of time. The installation is
tamper and vandal resistant, and is permanently fixed to the bottom
of the seat. Corrosion resistant materials are used throughout the
Mediclenze System. The Mediclenze System features an anti-bacterial
coating impregnated into the ABS plastic surfaces to combat several
bacteria. Management believes that the Mediclenze System meets all
applicable plumbing codes used throughout the United States. The
Mediclenze System was specifically designed for use in hospitals, hotels (in
their public restrooms), office and commercial buildings, wherever
tank type toilets are not installed. An off-balance sheet lease as
well as a finance program have been designed to make volume
installations affordable. The Mediclenze System comes with a limited
lifetime warranty on all parts exclusive of O-rings, washers and
hoses.
Both the Theraclenze and Mediclenze Systems are currently
undergoing extensive testing by Underwriters' Laboratories, an
independent entity that performed durability, corrosion, seepage and
water pressure limits for the International Association of Plumbing
and Manufacturers Organization ("IAPMO"). No conclusions as to
validity or health benefits of the Hydrogiene personal care systems
have been reached.
OPERATIONS
The Company believes that it is the only manufacturer of
Mediclenze and Theraclenze Systems type products in the United
States market at this time. The Company's
products may be tax deductible with a physician's or chiropractor's
prescription.
Commencing in March, 2000, the Company intends to deliver
the Hydrogiene Theraclenze and Mediclenze Systems to several retail
outlets throughout the United States. The Company will seek to
install its products in hotels and other leisure facilities in the
San Diego, Orange County and Riverside Counties of Southern
California, as well as several hotels located in Las Vegas, Nevada.
The Company intends to generate cash flow as a result of these
operations.
Currently, the Company has placed the primary emphasis on
product development and dependability, testing and customer test
marketing. The Company has made limited sales of its products and
has been, and is currently, operating at a loss. The Company
requires additional funding to achieve its growth objectives. If the
Company does not receive additional funding, it will not be able to
pursue its marketing plan and, in such case, may not be able to
successfully conduct its operations.
MARKETING
The Company intends to employ a variety of marketing
techniques to attract potential consumers of its products. In
addition to trade shows, conferences and conventions, the Company
intends to mount an integrated marketing campaign. This marketing
campaign will target both potential dealers and distributors of the
Company product and end users and customers of the Hydrogiene
products. The Company intends to deploy a multiple media marketing
campaign to increase the process of awareness, interest, evaluation,
trial and purchase of the Company product by prospective customers.
As a part of its promotional campaign, the Company placed an
advertisement in the Sears Home Care catalog in June, 1999.
Subsequently, the Company shipped its initial order to Sears as
stock inventory for Sears. As a result of this advertising effort,
48 units have been ordered and shipped. Two newspaper articles
briefly describing the Company's personal hygiene and water therapy
systems appeared in April, 1999 issues of The Los Angeles Times and
The Chicago Tribune. These articles described the Company and its
plans to market its personal care systems
to the United States consumers.
The Company has established its presence on the Internet
through a Web site at http://www.hydrogiene.com. This Wed site has
been indexed with national and international search engines,
enabling consumers around the globe to be able to access Hydrogiene
personal care systems information.
The Company intends to launch a print media advertisement
campaign. Management has identified several trade, general consumer
and special interest group promotion publications. The Company also
intends to develop a national television advertising campaign with
the production of an informercial utilizing several spokespersons in
order to reach the widest possible segments of the U.S. population.
TRADEMARKS AND PATENTS
Presently, the Company has no patents or trademarks. The
Company filed for domestic patent and trademark protection of its
Mediclenze and Theraclenze systems and these applications are
currently pending approval.
Pending completion of test routines, the Company intends to
request an approval and official "Universal Plumbing Code" logo of
the International Association of Plumbing and Mechanical Officials.
"UPC" logo indicates that the Company products meet plumbing code
requirements in all fifty states. No assurance can be given that
the Company will receive such approval.
PROPERTY
The Company's principal executive offices are at the 4,700
square foot assembly facility located at 12335 World Trade Drive,
Suite 8, San Diego, California 92128 and its telephone number is
(858) 675-8033. This building is a leased facility with a monthly
rent of $2,885. The lease term is five years and it will terminate
on January 3, 2004.
SUPPLIERS
The Company sub-contracts all components manufacturing of
its products. Several vendors in San Diego, California, supply plastic parts,
tubing, and rings and springs coating. Presently, there are no
contractual arrangements between the Company and its suppliers.
Purchase orders are written to request parts as required.
EMPLOYEES
The Company currently employs five full-time and no
part-time employees.
LITIGATION
On August 23rd, 1999, the City of San Diego filed a criminal
complaint against the Hydrogiene Corporation, Charles Kallmann,
president of the Company, and Wiebeke Kallmann, then a director of
the Company and the spouse of Charles Kallmann, for 120 counts of
misleading statements regarding the health benefits of the Company's
products and publishing a general announcement of a securities
offering that did not conform to the California Corporations Code.
All counts were misdemeanors. Subsequently, the court dismissed
charges against the Company and Mrs. Kallmann and accepted Mr.
Kallmann's no contest plea. Mr. Kallmann was sentenced to a 3-year
probation on the condition that he violate no laws, perform
community service and pay a $10,000 fine and $200 in restitution.
There is no current outstanding litigation in which the
Company is involved and the Company is unaware of any pending
actions or claims against it.
MARKET FOR THE COMPANY'S SECURITIES
The Company has been a non-reporting publicly traded company
with certain of its securities exempt from registration under the
Securities Act of 1933 pursuant to Rule 504 of Regulation D of the
General Rules and Regulations of the Securities and Exchange
Commission. The Company's common stock is traded on the NASD OTC
Bulletin Board under the symbol HICS. The Nasdaq Stock Market has
implemented a change in its rules requiring all companies trading
securities on the NASD OTC Bulletin Board to become reporting
companies under the Securities Exchange Act of 1934.
The Company was required to become a reporting company by
the close of business on December 15, 1999. Hydrogiene acquired all
the outstanding shares of Decurion to become successor issuer to it
pursuant to Rule 12g-3 in order to comply with the reporting company
requirements implemented by the Nasdaq Stock Market.
MANAGEMENT
Name Age Title
Charles Kallmann 72 President, Chief Executive Officer, Director
Michael Brette 49 Director, Vice President
Arden E. Roney 63 Director
Noel D. Thomas 56 Director of Operations
CHARLES W. KALLMANN has served as President and Chief
Executive Officer of the Hydrogiene Corporation since the Company's
inception in 1995. From 1992 to 1995, Mr. Kallmann was President and
Chief Executive Officer of Star of Phoenix Aircraft Corporation, a
manufacturer of training and sports-light aircraft. From 1985 to
1992, Mr. Kallmann resided in Hamburg, Germany, where he served as a
Managing Director of ARK Petroleum Group, GMBH, a bulk petroleum
distributor. Mr. Kallmann attended Riverside Military Academy from
1938 to 1944.
MICHAEL BRETTE has served as Vice President and Director of
the Hydrogiene Corporation since 1998. Prior to Mr. Brette's
association with the Hydrogiene Corporation, he served as a Chairman
of Capital Asset Management, LLC. Mr. Brette is President of BST
International, a company handling investments in off-shore mutual
funds, banking and trust administration and formations. Mr. Brette
is a Managing Director for Swiss Trade and Commerce Trust Co. Mr.
Brette has received a Bachelor of Science degree in Political
Science and Bachelor of Arts degree in Philosophy from Ohio State
University in 1974 and a Juris Doctor degree from Western State
University Law School in 1978.
ARDEN E. RONEY has served as Director of the Company since
July, 1998. Mr. Roney is one of the co-founders of Nu-skin, a
multi-level cosmetics marketing company. During past several years,
Mr. Roney was employed as a consultant capacity to numerous
businesses both nationally and internationally. Mr. Roney received a
Bachelor of Business Administration degree in 1950 from the
University of California at Los Angeles and a Master's of Business
Administration/Marketing degree from the University of California in
Los Angeles.
NOEL D. THOMAS has served as Director of Operations for the
Hydrogiene Corporation since June, 1998. Mr. Thomas possesses
experience dealing with the Federal and State Governments as to
labor and accidents reports and in helping to set up fire department
training through the Department of Labor and the Local Firefighters
Union. Mr. Thomas earned an Associate of Science Degree in Fire
Science from Miramar College in San Diego in 1975 and is a Certified
Strike Team Leader, Fire Instructor and Fire Officer.
EXECUTIVE COMPENSATION
Charles Kallmann receives $144,000 per annum. He has no
form of other compensation. No compensation is paid to any of the
other directors.
RISK FACTORS
THE COMPANY IS CURRENTLY OPERATING AT A LOSS.
For the period from June 1999 to November 1999, the Company had a
net loss of $204,302. If losses continue, The Company
Corporation may need to raise additional capital through the
placement of its securities or from debt or equity financing.
If the Company is not able to raise such financing or obtain
alternative sources of funding, management will be required to
curtail operations. There is no assurance that the Company will be
able to continue to operate if additional sales of its securities
cannot be generated or other sources of financing located.
LIMITED HISTORY OF OPERATIONS. The Company did not commence
its operations until July, 1997. The Company has only a limited
history of operations. The Company operations are subject to the
risks and competition inherent in the establishment of a relatively
new business enterprise in a competitive field of personal care and
hygiene. There can be no assurance that future operations will be
profitable. Revenues and profits, if any, will depend upon various
factors, including market acceptance of its products and concepts,
market awareness, its ability to expand its network of participating
distributors, reliability and acceptance of the Internet as a means
of promoting the Company product, dependability of its advertising
and recruiting network, and general economic conditions. There is no
assurance that the Company will achieve its expansion goals and the
failure to achieve such goals would have an adverse impact on it.
LOSS OF THE COMPANY KEY EMPLOYEES MAY ADVERSELY AFFECT
GROWTH OBJECTIVES. The Company's success in achieving its growth
objectives depends upon the efforts of Charles Kallmann, president
of the Company and other top Company management members. Their
experience and industry-wide contacts significantly benefit the
Company. The loss of the services of any of these individuals may
have a material adverse effect on our business, financial condition
and results of operations. The Company does not maintain key-man
life insurance on any of its executives. There is no assurance that
the Company will be able to maintain and achieve its growth
objectives should it lose any or all of these individuals' services.
THE COMPANY HAS NOT BEEN AUDITED BY INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS. Although the Company is required to file audited
financial statements no later than 60 days from the date that this
report is required to be filed, no such audited financial statements
have been prepared or are available for inspection as of the date
hereof. Consequently, there can be no assurance that any
representations as to the financial condition or assets of the
Company are as stated herein.
THE COMPANY MAY FAIL TO GENERATE SUFFICIENT INTEREST IN ITS
PRODUCTS. The Company must undertake substantial effort to educate
the buying public in the U.S. as to the Company's products and their
potential health and personal care benefits. The Company may
encounter significant cultural and social resistance in its
marketing efforts. There is no assurance that the Company will be
able to generate interest in and to create and maintain steady
demand for its products over time.
MANAGEMENT AND AFFILIATES OWN ENOUGH SHARES TO CONTROL
SHAREHOLDER VOTE. Charles Kallmann and Michael Brette, together with
entities affiliated with them or otherwise in cooperation with them,
may control up to 70% of the outstanding common stock. As a
result, these stockholders may be able to exercise control over
matters requiring stockholder approval, including the election of
directors and the approval of material corporate matters such as
change of control transactions. The effects of such control could
be to delay or prevent a change of control of the Company which may
be favorable to other shareholders unless the terms are approved by
Mr. Kallmann and Mr. Brette.
LACK OF CONTINUED DEVELOPMENT OF E-COMMERCE MARKET. The use
of the Internet and World Wide Web for commercial purposes is
expanding dramatically. There is no assurance, however, that as
increased commerce takes place on the Internet that unforeseen
overloads, lack of sufficient hardware, telephone availability or
other problems may not develop. In addition, consumer use of the
Internet for purchases, banking, and other commercial uses may
decline for any number of reasons such as security problems,
overload difficulties, shopping trends, or slow Internet access.
These difficulties may undermine Company's promoting and marketing
efforts. There is no assurance that the Company would be able to
successfully overcome these difficulties.
FAILURE TO ATTRACT QUALIFIED PERSONNEL. A change in labor
market conditions that either further reduces the availability of
employees or increases significantly the cost of labor could have a
material adverse effect on the Company's business, financial
condition and results of operations. The Company's business is
dependent upon its ability to attract and retain qualified
personnel, administrators and corporate management. There is no
assurance that the Company will be able to employ a sufficient
number of qualified training personnel in order to achieve its
growth objectives.
TRADEMARK PROTECTION AND PROPRIETARY MARKS. The Company
has filed for patent and trademark protection. There is also no
assurance that the Company will be able to prevent competitors from
using the same or similar names, marks, concepts or appearances or
that it will have the financial resources necessary to protect its
marks against infringing use.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE VALUE.
The Articles of Incorporation of the Company authorizes the issuance
of 50,000,000 shares of common stock and 10,000,000 shares of
preferred stock. The future issuance of all or part of the
remaining authorized common or preferred stock may result in
substantial dilution in the percentage of the Company's common stock
held by the its then existing shareholders. Moreover, any common
stock issued in the future may be valued on an arbitrary basis by
the Company. The issuance of the Company's shares for future
services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by investors, and
might have an adverse effect on any trading market for the Company's
common stock.
PENNY STOCK REGULATION. The Company's common stock is
deemed to be a penny stock. Penny stocks generally are equity
securities with a price of less than $5.00 per share other than
securities registered on certain national securities exchanges or
quoted on the Nasdaq Stock Market, provided that current price and
volume information with respect to transactions in such securities
is provided by the exchange or system. The Company's securities may
be subject to "penny stock rules" that impose additional sales
practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 together with their spouse).
For transactions covered by these rules, the broker-dealer must make
a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock
rules" require the delivery, prior to the transaction, of a
disclosure schedule prescribed by the Commission relating to the
penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information
on the limited market in penny stocks. Consequently, the "penny
stock rules" may restrict the ability of broker-dealers to sell the
Company's securities. The foregoing required penny stock
restrictions will not apply to the Company's securities if such
securities maintain a market price of $5.00 or greater. There can be
no assurance that the price of the Company's securities will reach
or maintain such a level.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing
computer programs use only two digits to identify a year in such
program's date field. These programs were designed and developed
without consideration of the impact of the change in the century for
which four digits will be required to accurately report the date.
If not corrected, many computer applications could fail or create
erroneous results by or following the year 2000 (the "Year 2000
problem"). Many of the computer programs containing such date
language problems have been corrected by the companies or
governments operating such programs. The Company's operations are
dependent upon the properly functioning computer equipment which may
fail because of such Year 2000 problems. The Company does not know
what steps, if any, have been taken by any of its business partners
in regard to the Year 2000 problems. The Company's operations will
be severally curtailed if one or more of its business partners were
to suffer Year 2000 problems. Furthermore, it is impossible to
predict if the basic utilities serving the Company will continue
uninterrupted.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, the Company elected
to become the successor issuer to Decurion Corporation for reporting purposes
under the Securities Exchange Act of 1934 and elects to report under
the Act effective December 13, 1999.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
James M. Cassidy resigned as an officer and director of
Decurion effective upon completion of the Acquisition.
ITEM 7. FINANCIAL STATEMENTS
No financials are filed herewith. The Registrant is required
to file financial statements by amendment hereto no later than 60
days after the date that this Current Report on Form 8-K must be
filed.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
2.1. Agreement and Plan of Reorganization thereto
between The Hydrogiene Corporation and Decurion Corporation,
dated December 13, 1999.
*3.1. Articles of Incorporation of The Hydrogiene Corporation, as
amended.
*3.2. By-Laws of The Hydrogiene Corporation, as amended.
*27.1. Financial Data schedule.
_____
*To be filed by amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.
THE HYDROGIENE CORPORATION
By /s/ Charles Kallmann
President
Date: December 13, 1999
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among
DECURION CORPORATION, a Delaware corporation ("Decurion"), THE
HYDROGIENE CORPORATION, a Florida corporation ("Hydrogiene") and the
persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the issued and
outstanding stock of Decurion.
Whereas, Hydrogiene wishes to acquire and the Shareholders
wish to transfer all of the issued and outstanding securities of
Decurion in a transaction intended to qualify as a reorganization
within the meaning of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended.
Now, therefore, Decurion, Hydrogiene and the Shareholders
adopt this plan of reorganization and agree as follows:
5. EXCHANGE OF STOCK
5.1. NUMBER OF SHARES. The Shareholders agree to transfer
to Hydrogiene at the Closing (defined below) the number of shares of
common stock of Decurion, $.0001 par value per share, shown opposite
their names in Exhibit A, in exchange pro rata for an aggregate of
1,500,000 shares of voting common stock of Hydrogiene, $0.0001 par
value per share.
5.2. EXCHANGE OF CERTIFICATES. Each holder of an
outstanding certificate or certificates theretofore representing
shares of Decurion common stock shall surrender such certificate(s)
for cancellation to Hydrogiene, and shall receive in exchange a
certificate or certificates representing the number of full shares
of Hydrogiene common stock into which the shares of Decurion common
stock represented by the certificate or certificates so surrendered
shall have been converted. The transfer of Decurion shares by the
Shareholders shall be effected by the delivery to Hydrogiene at the
Closing of certificates representing the transferred shares endorsed
in blank or accompanied by stock powers executed in blank.
5.3. FRACTIONAL SHARES. Fractional shares of Hydrogiene
common stock shall not be issued, but in lieu thereof Hydrogiene
shall round up fractional shares to the next highest whole number.
5.4. FURTHER ASSURANCES. At the Closing and from time to
time thereafter, the Shareholders shall execute such additional
instruments and take such other action as Hydrogiene may request in
order more effectively to sell, transfer, and assign the transferred
stock to Hydrogiene and to confirm Hydrogiene's title thereto.
6. RATIO OF EXCHANGE. The securities of Decurion owned
by the Shareholders, and the relative securities of Hydrogiene for
which they will be exchanged, are set out opposite their names in
Exhibit A.
7. CLOSING.
7.1. TIME AND PLACE. The Closing contemplated herein
shall be held as soon as possible at the offices of Cassidy &
Associates at 1504 R Street, NW, Washington, D.C. unless another
place or time is agreed upon in writing by the parties without
requiring the meeting of the parties hereof. All proceedings to be
taken and all documents to be executed at the Closing shall be
deemed to have been taken, delivered and executed simultaneously,
and no proceeding shall be deemed taken nor documents deemed
executed or delivered until all have been taken, delivered and
executed. The date of Closing may be accelerated or extended by
agreement of the parties.
7.2. FORM OF DOCUMENTS. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission required by this Agreement or any signature required
thereon may be used in lieu of an original writing or transmission
or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission or original signature.
8. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented
Decurion common stock shall be deemed for all purposes, other than
the payment of dividends or other distributions, to evidence
ownership of the number of shares of Hydrogiene common stock into
which it was converted. No dividend or other distribution shall be
paid to the holders of certificates of Decurion common stock until
presented for exchange at which time any outstanding dividends or
other distributions shall be paid.
9. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and
warrant as follows:
9.1. TITLE TO SHARES. The Shareholders, and each of them,
are the owners, free and clear of any liens and encumbrances, of the
number of Decurion shares which are listed in the attached schedule
and which they have contracted to exchange.
9.2. LITIGATION. There is no litigation or proceeding
pending, or to any Shareholder's knowledge threatened, against or
relating to shares of Decurion held by the Shareholders.
10. REPRESENTATIONS AND WARRANTIES OF DECURION. Decurion
represents and warrants that:
10.1. CORPORATE ORGANIZATION AND GOOD STANDING. Decurion
is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware and is qualified to
do business as a foreign corporation in each jurisdiction, if any,
in which its property or business requires such qualification.
10.2. REPORTING COMPANY STATUS. Decurion has filed with the
Securities and Exchange Commission a registration statement on Form
10-SB which became effective pursuant to the Securities Exchange Act
of 1934 and is a reporting company pursuant to Section12(g) thereunder.
10.3. REPORTING COMPANY FILINGS. Decurion has timely filed
and is current on all reports required to be filed by it pursuant to
Section13 of the Securities Exchange Act of 1934.
10.4. CAPITALIZATION. Decurion's authorized capital stock
consists of 100,000,000 shares of Common Stock, $.0001 par value, of
which 5,000,000 shares are issued and outstanding, and 20,000,000
shares of Preferred Stock, of which no shares are issued or
outstanding.
10.5. ISSUED STOCK. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully paid and
non-assessable.
10.6. STOCK RIGHTS. Except as set out by attached
schedule, there are no stock grants, options, rights, warrants or
other rights to purchase or obtain Decurion Common or Preferred
Stock issued or committed to be issued.
10.7. CORPORATE AUTHORITY. Decurion has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and
instruments related to this agreement.
10.8. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by Decurion's board of directors.
10.9. SUBSIDIARIES. Decurion has no subsidiaries.
10.10. FINANCIAL STATEMENTS. Decurion's financial
statements dated as of June 7, 1999 copies of which will have been
delivered by Decurion to Hydrogiene prior to the Closing Date (the
"Decurion Financial Statements"), fairly present the financial
condition of Decurion as of the date therein and the results of its
operations for the periods then ended in conformity with generally
accepted accounting principles consistently applied.
10.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Decurion Financial
Statements, Decurion did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
10.12. NO MATERIAL CHANGES. Except as set out by attached
schedule, there has been no material adverse change in the business,
properties, or financial condition of Decurion since the date of the
Decurion Financial Statements.
10.13. LITIGATION. Except as set out by attached schedule,
there is not, to the knowledge of Decurion , any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against Decurion or against any of its officers.
10.14. CONTRACTS. Except as set out by attached schedule,
Decurion is not a party to any material contract not in the ordinary
course of business that is to be performed in whole or in part at or
after the date of this agreement.
10.15. TITLE. Except as set out by attached schedule,
Decurion has good and marketable title to all the real property and
good and valid title to all other property included in the Decurion
Financial Statements. Except as set out in the balance sheet
thereof, the properties of Decurion are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances that do
not materially interfere with the use of the property in the conduct
of the business of Decurion .
10.16. TAX RETURNS. Except as set out by attached schedule,
all required tax returns for federal, state, county, municipal,
local, foreign and other taxes and assessments have been properly
prepared and filed by Decurion for all years for which such returns
are due unless an extension for filing any such return has been
filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all
interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal
and state taxes reflected in the Decurion Financial Statements are
adequate to cover any such taxes that may be assessed against
Decurion in respect of its business and its operations during the
periods covered by the Decurion Financial Statements and all prior
periods.
10.17. NO VIOLATION. The Closing will not constitute or
result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order,
judgment, decree, law, or regulation to which any property of
Decurion is subject or by which Decurion is bound.
11. REPRESENTATIONS AND WARRANTIES OF HYDROGIENE.
Hydrogiene represents and warrants that:
11.1. CORPORATE ORGANIZATION AND GOOD STANDING. Hydrogiene
is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Florida and is qualified to
do business as a foreign corporation in each jurisdiction, if any,
in which its property or business requires such qualification.
11.2. CAPITALIZATION. Hydrogiene's authorized capital
stock consists of 50,000,000 shares of Common Stock, $.0001 par
value, of which 18,694,221 shares are issued and outstanding, and
50,000,000 shares of preferred stock, of which no shares are issued
and outstanding.
11.3. NUMBER OF SHAREHOLDERS. Hydrogiene represents that
it has not less than 300 round lot shareholders.
11.4. ISSUED STOCK. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully paid and
non-assessable.
11.5. STOCK RIGHTS. Except as set out by attached
schedule, there are no stock grants, options, rights, warrants or
other rights to purchase or obtain Hydrogiene Common or Preferred
Stock issued or committed to be issued.
11.6. CORPORATE AUTHORITY. Hydrogiene has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and
instruments related to this agreement.
11.7. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by Hydrogiene's board of directors.
11.8. SUBSIDIARIES. As set out in schedule attached
hereto, Hydrogiene has no subsidiaries.
11.9. FINANCIAL STATEMENTS. Hydrogiene's unaudited
financial statements dated as of June 30, 1999, financial statements
copies of which will have been delivered by Hydrogiene to Decurion
prior to the Closing Date (the "Hydrogiene Financial Statements"),
fairly present the financial condition of Hydrogiene as of the date
therein and the results of its operations for the periods then ended
in conformity with generally accepted accounting principles
consistently applied.
11.10. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Hydrogiene Financial
Statements, Hydrogiene did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
11.11. NO MATERIAL CHANGES. Except as set out by attached
schedule, there has been no material adverse change in the business,
properties, or financial condition of Hydrogiene since the date of
the Hydrogiene Financial Statements.
11.12. LITIGATION. Except as set out by attached schedule,
there is not, to the knowledge of Hydrogiene, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against Hydrogiene or against any of its officers.
11.13. CONTRACTS. Except as set out by attached schedule,
Hydrogiene is not a party to any material contract not in the
ordinary course of business that is to be performed in whole or in
part at or after the date of this agreement.
11.14. TITLE. Except as set out by attached schedule,
Hydrogiene has good and marketable title to all the real property
and good and valid title to all other property included in the
Hydrogiene Financial Statements. Except as set out in the balance
sheet thereof, the properties of Hydrogiene are not subject to any
mortgage, encumbrance, or lien of any kind except minor encumbrances
that do not materially interfere with the use of the property in the
conduct of the business of Hydrogiene.
11.15. TAX RETURNS. Except as set out by attached schedule,
all required tax returns for federal, state, county, municipal,
local, foreign and other taxes and assessments have been properly
prepared and filed by Hydrogiene for all years for which such
returns are due unless an extension for filing any such return has
been filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all
interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal
and state taxes reflected in the Hydrogiene Financial Statements are
adequate to cover any such taxes that may be assessed against
Hydrogiene in respect of its business and its operations during the
periods covered by the Hydrogiene Financial Statements and all prior
periods.
11.16. NO VIOLATION. The Closing will not constitute or
result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order,
judgment, decree, law, or regulation to which any property of
Hydrogiene is subject or by which Hydrogiene is bound.
12. CONDUCT PENDING THE CLOSING
Decurion, Hydrogiene and the Shareholders covenant that
between the date of this Agreement and the Closing as to each of them:
12.1. No change will be made in the charter documents,
by-laws, or other corporate documents of Decurion.
12.2. Decurion will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
12.3. No change will be made in the charter documents,
by-laws, or other corporate documents of Hydrogiene.
12.4. Hydrogiene will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
12.5. None of the Shareholders will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the Decurion
shares of common stock owned by them.
13. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The Shareholder's obligation to consummate this exchange
shall be subject to fulfillment on or before the Closing of each of
the following conditions, unless waived in writing by the
Shareholders as appropriate:
13.1. HYDROGIENE'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Hydrogiene set forth herein shall
be true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
13.2. HYDROGIENE'S COVENANTS. Hydrogiene shall have
performed all covenants required by this Agreement to be performed
by it on or before the Closing.
13.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of Hydrogiene.
13.4. SUPPORTING DOCUMENTS OF HYDROGIENE. Hydrogiene shall
have delivered to the Shareholders the following documents in form
and substance reasonably satisfactory to the Shareholders:
(a) A good standing certificate from the jurisdiction of
Hydrogiene's organization stating that Hydrogiene is a corporation
duly organized, validly existing, and in good standing;
(b) Secretary's certificate stating that Hydrogiene's
authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of Hydrogiene authorizing the execution of this Agreement
and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers
and directors of Hydrogiene;
(e) Hydrogiene's Financial Statements; and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
14. CONDITIONS PRECEDENT TO OBLIGATION OF HYDROGIENE
Hydrogiene's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing by Hydrogiene:
14.1. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Shareholders set forth herein
shall be true and correct at the Closing as though made at and as of
that date, except as affected by transactions contemplated hereby.
14.2. SHAREHOLDERS' COVENANTS. The Shareholders shall have
performed all covenants required by this Agreement to be performed
by them on or before the Closing.
14.3. DECURION'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Decurion set forth herein shall be
true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
14.4. DECURION'S COVENANTS. Decurion shall have performed
all covenants required by this Agreement to be performed by them on
or before the Closing.
14.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of Decurion.
14.6. SUPPORTING DOCUMENTS OF DECURION. Decurion shall
have delivered to the Shareholders the following documents in form
and substance reasonably satisfactory to the Shareholders:
(a) A good standing certificate from the jurisdiction of
Decurion's organization stating that Decurion is a corporation duly
organized, validly existing, and in good standing;
(b) Secretary's certificate stating that Decurion's
authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of Decurion authorizing the execution of this Agreement
and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers
and directors of Decurion;
(e) Decurion's Financial Statements; and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
15. SHAREHOLDER REPRESENTATIVE. The Shareholders hereby
irrevocably designate and appoint Cassidy & Associates, 1504 R
Street, N.W. Washington, District of Columbia 20009, as their agent
and attorney in fact (the "Shareholders' Representative") with full
power and authority until the Closing to execute, deliver, and
receive on their behalf all notices, requests, and other
communications hereunder; to fix and alter on their behalf the date,
time, and place of the Closing; to waive, amend, or modify any
provisions of this Agreement, and to take such other action on their
behalf in connection with this Agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment, or
modification may be made if it would decrease the number of shares
to be issued to the Shareholders hereunder or increase the extent of
their obligation to indemnify Reorganization hereunder.
16. TERMINATION. This Agreement may be terminated (1) by
mutual consent in writing; (2) by any of the Shareholders,
Hydrogiene or Decurion if there has been a material
misrepresentation or material breach of any warranty or covenant by
any other party; or (3) by any of the Shareholders, Hydrogiene or
Decurion if the Closing shall not have taken place within 15 days
following execution of this Agreement, unless adjourned to a later
date by mutual consent in writing.
17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties
of the Shareholders, Hydrogiene and Decurion set out herein shall
survive the Closing.
18. ARBITRATION
18.1. SCOPE. The parties hereby agree that any and all
claims (except only for requests for injunctive or other equitable
relief) whether existing now, in the past or in the future as to
which the parties or any affiliates may be adverse parties, and
whether arising out of this agreement or from any other cause, will
be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
18.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The
parties hereby irrevocably consent to the jurisdiction of the
American Arbitration Association and the situs of the arbitration
(and any requests for injunctive or other equitable relief) within
the District of Columbia. Any award in arbitration may be entered
in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
18.3. APPLICABLE LAW. The law applicable to the
arbitration and this agreement shall be that of the State of
Delaware, determined without regard to its provisions which would
otherwise apply to a question of conflict of laws.
18.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and
discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
18.5. RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the rules of
contract and other law of the jurisdiction whose law applies to the
arbitration so that the decision of the arbitrator will be, as much
as possible, the same as if the dispute had been determined by a
court of competent jurisdiction.
18.6. FINALITY AND FEES. Any award or decision by the
American Arbitration Association shall be final, binding and
non-appealable except as to errors of law or the failure of the
arbitrator to adhere to the arbitration provisions contained in this
agreement. Each party to the arbitration shall pay its own costs
and counsel fees except as specifically provided otherwise in this
agreement.
18.7. MEASURE OF DAMAGES. In any adverse action, the
parties shall restrict themselves to claims for compensatory damages
and\or securities issued or to be issued and no claims shall be made
by any party or affiliate for lost profits, punitive or multiple
damages.
18.8. COVENANT NOT TO SUE. The parties covenant that under
no conditions will any party or any affiliate file any action
against the other (except only requests for injunctive or other
equitable relief) in any forum other than before the American
Arbitration Association, and the parties agree that any such action,
if filed, shall be dismissed upon application and shall be referred
for arbitration hereunder with costs and attorney's fees to the
prevailing party.
18.9. INTENTION. It is the intention of the parties and
their affiliates that all disputes of any nature between them,
whenever arising, whether in regard to this agreement or any other
matter, from whatever cause, based on whatever law, rule or
regulation, whether statutory or common law, and however
characterized, be decided by arbitration as provided herein and that
no party or affiliate be required to litigate in any other forum any
disputes or other matters except for requests for injunctive or
equitable relief. This agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
18.10. SURVIVAL. The provisions for arbitration contained
herein shall survive the termination of this agreement for any reason.
19. GENERAL PROVISIONS.
19.1. FURTHER ASSURANCES. From time to time, each party
will execute such additional instruments and take such actions as
may be reasonably required to carry out the intent and purposes of
this agreement.
19.2. WAIVER. Any failure on the part of either party
hereto to comply with any of its obligations, agreements, or
conditions hereunder may be waived in writing by the party to whom
such compliance is owed.
19.3. BROKERS. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or expense arising
out of claims by brokers or finders employed or alleged to have been
employed by the indemnifying party.
19.4. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been given
if delivered in person or sent by prepaid first-class certified
mail, return receipt requested, or recognized commercial courier
service, as follows:
If to Decurion, to:
Decurion Corporation
1504 R Street, N.W.
Washington, District of Columbia 20009
If to Hydrogiene, to:
Hydrogiene Business Group Corporation
c/o Butcher & Williams
Suite 3827
1001 Fourth Avenue Plaza
Seattle, Washington 98154
If to the Shareholders, to:
Cassidy & Associates
1504 R Street, N.W.
Washington, District of Columbia 20009
19.5. GOVERNING LAW. This agreement shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware.
19.6. ASSIGNMENT. This agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any assignment by
either party of its rights under this agreement without the written
consent of the other party shall be void.
19.7. COUNTERPARTS. This agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. Signatures sent by facsimile transmission
shall be deemed to be evidence of the original execution thereof.
19.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent
shall be the law firm of Cassidy & Associates, Washington, D.C. The
Closing shall take place upon the fulfillment by each party of all
the conditions of Closing required herein, but not later than 15
days following execution of this agreement unless extended by mutual
consent of the parties.
19.9. REVIEW OF AGREEMENT. Each party acknowledges that it
has had time to review this agreement and, as desired, consult with
counsel. In the interpretation of this agreement, no adverse
presumption shall be made against any party on the basis that it has
prepared, or participated in the preparation of, this agreement.
19.10. SCHEDULES. All schedules attached hereto, if any,
shall be acknowledged by each party by signature or initials thereon
and shall be dated.
19.11. EFFECTIVE DATE. This effective date of this
agreement shall be December 13, 1999.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG DECURION, HYDROGIENE AND THE SHAREHOLDERS OF DECURION
IN WITNESS WHEREOF, the parties have executed this agreement.
DECURION CORPORATION
By___________________________________
THE HYDROGIENE CORPORATION
By___________________________________
President
THE SHAREHOLDERS OF DECURION CORPORATION:
TPG CAPITAL CORPORATION:
By
________________________________________
James M. Cassidy, President
