SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 25, 2000
ARCHER SYSTEMS LIMITED, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26955 94-3193197
- ------------------------------ ------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
75 Lincoln Highway, Route 27, 2nd Floor, Iselin, NJ, 08830
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (732) 906-9060
<PAGE>
Item 2. Acquisition or Disposition of Assets
------------------------------------
Archer Systems Limited, Inc. ("Archer"), a Delaware corporation, on April
25, 2000, acquired all the outstanding shares of common stock of NextNet.Com,
Inc. ("NextNet"), a Delaware Corporation, in exchange for shares of Archer
Common Stock (the "Exchange"). The Exchange was accomplished pursuant to the
terms of an Agreement And Plan of Reorganization (attached as Exhibit 2(a)),
dated April 17, 2000 (the "Agreement"), by and between Archer and Larry
Weinstein. The terms of the Purchase Agreement reflected the arm's-length
negotiations among the parties.
Pursuant to the terms of the Purchase Agreement, all of the shares of
NextNet owned by Larry Weinstein i.e. 2,000,000 common shares, the sole
shareholder of NextNet, were exchanged for 2,000,000 shares of Archer Common
Stock. As part of the acquisition, Larry Weinstein entered into a five (5) year
employment agreement, with NextNet, pursuant to which Larry Weinstein continued
as the President and Chief Executive Officer, a copy of the employment agreement
is attached as Exhibit 10(f). Larry Weinstein, in accordance with the terms of
the employment agreement, is to receive annually compensation equal to
twenty-percent (20%) of any increase in equity in NextNet which arises due to
operations in addition to receiving a cashless option to purchase 250,000 common
shares of NextNet.
Item 7. Financial Statements and Exhibits.
(a) The Registrant is not required to file the financial statements of
NextNet since it was a new corporation without operations or assets.
(b) The Registrant is not required to file pro forma financial information
in connection with the acquisition since it would not be material.
(c) Exhibits:
Exhibit Description
------- -----------
2(a) Form of Agreement and Plan of Reorganization dated April
17, 2000, by and between Archer System Limited, Inc. and
NextNet.Com, Inc.
10(f) Employment Agreement dated April 25, 2000 between
NextNet.Com, Inc. and Larry Weinstein.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Archer Systems Limited, Inc.
Date: May 5, 2000 /s/Walter J. Krzanowski
--------------------
Walter J. Krzanowski
Secretary
Exhibit 2(a)
Agreement And Plan of Reorganization
dated as of
April 17, 2000
between
Larry Weinstein
and
Archer Sytems Limited, Inc.
with respect to the shares of common stock of
NextNet.Com, Inc.
<PAGE>
TABLE OF CONTENTS
Page
Recitals 3
Section 1 Exchange 3
Section 2 Archer Shares 3
Section 3 Closing 3
Section 4 Representations, Warranties and Covenants
of Shareholder 4
Section 5 Representations and Warranties of
Archer 8
Section 6 Conditions Precedent to Obligations of
Archer 9
Section 7 Conditions Precedent to Obligations of
Shareholder 10
Section 8 Additional Covenants by Shareholder 11
Section 9 Indemnity Obligation 12
Section 10 Miscellaneous Provisions 12
Exhibit A Shares to be Transferred 14
Exhibit B Liabilities and Obligations 15
Exhibit C Litigation 16
Exhibit D Compliance with Laws and Regulations 17
Exhibit E Absence of Certain Events 18
Exhibit E1 Tax Returns and Payments 19
Exhibit F Title to Assets 20
Exhibit G Condition of Facilities 21
Exhibit H Contracts 22
Exhibit I Bank Accounts 23
Exhibit J Insurance 24
Exhibit K Employee Benefit Plans 25
2
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT ("Agreement"), dated as of April 17, 2000 between Archer Sytems,
Limited, Inc., a Delaware corporation ("Archer"), having its principal place of
business at 75 Lincoln Hwy, 2nd Fl., Iselin, NJ 08830 and Larry Weinstein
("Shareholder"), being the owner of record of all of the issued and outstanding
voting stock of NextNet.Com, Inc., a Delaware Corporation ("NextNet") having
its principal place of business at
WITNESSETH:
WHEREAS, Shareholder owns 2,000,000 common shares of NextNet .0001 par
value per share which represents all of the issued and outstanding shares of
stock of NextNet and desires to exchange 2,000,000 common shares representing
one hundred percent of NextNet (the "Shares") for shares of Archer, and
WHEREAS, NextNet is in the business of providing a consulting service for
emerging Internet companies to aid them in developing strategic alliances with
other like business that have similar and mutually advantageous interests, and
WHEREAS, Archer wishes to acquire and the Shareholder wishes to transfer
the Shares in exchange for Archer shares as a reorganization within the meaning
of section 368 (a)(1)(B) of the Internal Revenue Code 1986 as amended.
NOW, THEREFORE Archer and the Shareholder adopt this Plan of Reorganization
and agree as follows:
Section 1. Exchange of Stock . The Shareholder agrees to transfer the
shares to Archer at the Closing. In exchange Archer agrees to issue to
Shareholder at the Closing 2,000,000 shares of voting common stock of Archer
hereinafter to be referred to as ("Archer Shares") at the Closing.
Section 2. Deliver of Certificates by Shareholder. The transfer of the
Shares by the Shareholder shall be effected by the delivery to Archer at the
Closing of the certificates representing all of the transferred Shares endorsed
in blank or accompanied by stock powers executed in blank. The issuance of
Archer Shares by Archer shall be effected by the delivery to Shareholder at the
Closing of certificates issued in the Shareholder's name.
Section 3. Closing. The closing for the exchange, sale and purchase of the
Shares (the "Closing") shall take place on or before April 25, 2000 at 9:00 a.m.
at the offices of Archer Systems Limited, Inc. located at 75 Lincoln Highway 27,
Iselin NJ 08830 or at such other time and place mutually agreed to by the
parties hereof. The date and time of the closing determined in accordance with
the preceding provisions of this Section 3 are herein referred to as the
"Closing Date".
3
<PAGE>
Section 4. Representations, Warranties and Covenants of Shareholder .
Shareholder represents and warrants to, and covenants with, Archer as follows:
A. Title to the Shares. Shareholder is the lawful record and beneficial
Owner of the Shares, as indicated on Exhibit A hereto, the Shares so owned by
the Shareholder are free and clear of all security interests, liens,
encumbrances, claims and equities of every kind, except as created by this
Agreement, and are duly authorized, validly issued and outstanding, fully paid
and nonassessable; no liability of any kind, whether absolute or contingent,
shall attach to Archer solely by virtue of Archer's Ownership of the Shares.
B. No Other Equity Securities Issued. On the date hereof, the authorized
equity securities of NextNet of all classes and kinds consist exclusively of
25,000,000 common Shares .0001 par value of which two million (2,000,000) are
outstanding.
C. Capacity of and Execution by Shareholder . Shareholder has full legal
power and capacity to execute, deliver and perform this Agreement, and to
deliver certificates representing the Shares owned by Shareholder as indicated
on Exhibit "A" hereto, and full legal power to sell the Shares to Archer in
accordance with this Agreement. Without limiting the generality of the
foregoing, no authorization, consent or approval or other order or action of or
filing with any court, administrative agency, or other governmental or
regulatory body or authority is required for the execution and delivery by the
Shareholder of this Agreement or Shareholder's consummation of the transactions
contemplated hereby; this Agreement has been duly and validly executed and
delivered by Shareholder and constitutes the valid and binding obligation of
Shareholder enforceable in accordance with its terms, except as its
enforceability is limited by bankruptcy, reorganization, insolvency, moratorium
and similar laws presently or hereafter in effect affecting the enforcement of
creditors' rights and generally and subject to general principles of equity; and
transfer and delivery of the Shares to be sold by Shareholder to Archer
hereunder in accordance with this Agreement will vest good title to the Shares
in Archer free and clear of all security interests, liens, encumbrances, claims
and equities of every kind other than restrictions on disposition contained in
applicable federal and state securities laws.
D. Other Right to Acquire Shares. Neither the Shareholder nor NextNet is a
party to any contract or agreement, oral or written, other than this Agreement
whereby it, he or they have granted to anyone any right, whether absolute,
contingent or otherwise, to purchase, obtain or acquire any rights in any
securities of any class or kind now outstanding or to be issued, including the
Shares,
E. Corporate Existence, Power and Authority. NextNet is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to carry on its
business as now being conducted, and to own, lease or otherwise hold its
properties.
F. Qualification as a Foreign Corporation. NextNet is qualified as a
foreign corporation in each jurisdiction where such qualification is required,
except in those jurisdictions where the failure to be so qualified would not
have a material adverse effect on the business, operations or financial
conditions of NextNet or the Business.
4
<PAGE>
G. Conflict with Other Instruments. Neither the execution and delivery of
this Agreement by Shareholder nor the consummation by Shareholder of the
transactions contemplated in this Agreement will (a) conflict with, or result in
a breach of, the terms, conditions or provisions of, or constitute a default (or
an event which would by notice or lapse of time or both would become a default)
or permit acceleration or termination of obligations under, or result in the
creation of a lien or encumbrance on any of the properties of NextNet pursuant
to, (i) the certificate of incorporation or by-laws of NextNet (true copies of
which Shareholder have furnished to Archer ) or (ii) any indenture, mortgage,
lease, agreement, or other instrument to which NextNet or Shareholder is a party
or by which it or they, or any of its or their properties, may be bound or
affected, or (iii) violate any law, rule, order, or regulation to which NextNet
or Shareholder is subject or by which it or they or its or their properties are
bound.
H. Brokers or Finders. There is no broker or finder involved on behalf of
Shareholder in connection with the transactions contemplated by this Agreement.
I. Liabilities and Obligations. NextNet , except as described or set forth
in Exhibit "B" hereto, has no debts, liabilities or obligations of any nature
whether accrued, absolute, contingent or other, and whether due or to become
due, including, but not limited to, liabilities or obligations on account of
taxes, other governmental charges, duties, penalties, interest or fines, and
there is no basis for the assertion against NextNet of any such debt, liability
or obligation. except:
(a) Liabilities and obligations incurred, and obligations arising under
agreements entered into, in the ordinary course of business since
April 2, 2000; and
(b) Liabilities or obligations incurred in connection with the execution
of this Agreement.
J. Litigation, Etc. There are no actions, suits, investigations or
proceedings pending in any court or before any governmental agency, other than
those set forth on Exhibit "C" hereto, to which NextNet is a party or otherwise
affecting its properties or its business as now or heretofore conducted by it
which if determined adversely to NextNet might materially affect the properties,
business, future prospects of financial condition of NextNet and there is no
litigation, proceeding, claim, grievance, or controversy threatened against it
with regard to or affecting its properties or its business as now or heretofore
conducted by it which if determined adversely to might materially and adversely
affect the properties, business, future prospects or financial condition of
NextNet . There is no action, suit, proceeding or investigation which is pending
or threatened which questions the validity or propriety of this Agreement, or
any action taken or to be taken by Shareholder or in connection herewith.
NextNet is not subject to any judicial injunction or mandate or any
quasi-judicial order or quasi-judicial restriction directed to or against it as
a result of its Ownership of its properties or its conduct of its business as
now or heretofore conducted by it and no governmental agency has at any time
challenged or questioned in writing the legal right of NextNet to conduct its
business or any part thereof as now heretofore conducted which challenge if
determined adversely to NextNet might materially and adversely affect the
properties, business, future prospects or financial condition of NextNet.
5
<PAGE>
K. Compliance With Laws, Etc. NextNet has complied with all laws and
regulations of any applicable jurisdiction with which it is or was required to
comply in connection with its Ownership of its properties and operation of its
business. NextNet has all governmental permits and permissions material to the
Ownership of its properties or the conduct of its Business as now conducted.
Except as set forth on Exhibit "D" hereto, it has not received any notice or
communication from any authority with respect to non-compliance with any of the
foregoing, which non-compliance has not been cured. The execution, delivery,
performance and compliance by Shareholder with this Agreement will not result in
any such violation or default or be in conflict with any such term or condition
or result in the creation of any lien, encumbrance or charge upon any of the
assets of such Shareholder or NextNet , or violation any agreement by which
Shareholder or NextNet is bound.
L. Compliance with Securities Act; Restriction on Transfer. Neither the
Shareholder or any agent acting on their behalf, has taken, or will take, any
action which would require the Archer Stock to be subject to the registration
provisions of Section 5 of the Securities Act of 1933, as amended, or any
applicable state securities laws.
M. Third Party Consents. In respect of the transfer of the Shares to Archer
and the consummation of transactions contemplated hereunder, no consent of any
third party is necessary or required by any certificate of incorporation,
by-laws, indentures, mortgages, leases, agreements or other instruments to which
Shareholder or NextNet or any of his or its properties may be bound or affected,
or under any applicable law or regulation to which either Shareholder or NextNet
is subject or by which it or his or its or their properties are bound.
N. Material Information, Etc. Neither the Exhibits attached hereto, nor any
written material provided by Shareholder to Archer or its counsel (or to be
provided prior to Closing, in connection with the negotiations of the sale of
the Shares contain) (nor shall contain), as of their respective dates, nor does
this Agreement contain, any untrue statement of a material fact or omit a
material fact necessary to make information contained therein or herein not
misleading. There is no fact or condition which Shareholder have not disclosed
to Archer in writing which materially adversely affects the properties,
business, prospects or condition (financial or otherwise) of NextNet or the
ability of either Shareholder to perform this Agreement. NextNet is not a party
to nor in any way obligated under any contract which, in the opinion of either
Shareholder , is a contract materially and adversely affecting the business,
operations, prospects or financial condition of NextNet .
O. Financial Statements. NextNet has been operating since April 2, 2000. No
financial statements have been delivered to the Archer nor has a financial
statement been prepared.
6
<PAGE>
P. Absence of Certain Events. Since April 2, 2000 there has not been:
(1) Any change in the financial position, or the properties, assets,
liabilities, business or prospects of NextNet except changes in the ordinary
course of business which have not been "materially adverse".
(2) Any damage, destruction or loss (whether or not covered by insurance)
which might materially and adversely affect the properties, assets, business or
prospects of NextNet except for the matters described in Exhibit "E" hereto;
(3) Any sale, assignment, transfer license or other disposition by NextNet
of any patent, trademark, trade name, or other intangible asset;
(4) To the best knowledge and belief of such Shareholder , any other
occurrence, event or condition which adversely affects or may adversely affect
the properties, assets, business or prospects of NextNet;
(5) Any general increase in the compensation of NextNet's employees, or
any increase in the compensation of any officer or other executive of NextNet
or;
(6) The declaration or setting aside for payment of any dividend or other
distribution in respect of its capital stock, or any redemption or other
acquisition of its capital stock
Q. Tax Returns and Payments. Except as set forth in Exhibit E hereto,
NextNet has filed all federal, state, local or foreign tax returns or reports
required to be filed under applicable law.
R. Title to Assets. NextNet has good, indefeasible and marketable title to
all of assets and properties its purports to own free and clear of any mortgage,
pledge, lien, lease, encumbrance, security interest or other charge other than
those listed and described in Exhibit "F" hereto.
S. Condition of Facilities. All offices used by NextNet , (whether under
its control or the control of others) are in good operating condition and
repair, reasonable wear and tear excepted, are to such Shareholder's knowledge
in compliance with applicable laws and regulations, and are adequate and
sufficient for all operations conducted by NextNet . Except as set forth on
Exhibit "G" hereto.
T. Contracts. Exhibit "H" hereto contains, except as noted, a true and
complete schedule of all contracts, agreements, commitments and other documents
to which NextNet is a party or by which NextNet or any of the properties of
NextNet is in any way affected or bound, all such contracts, agreements and
commitments are legally valid and binding and in full force and effect, and
there are no defaults thereunder or any event or condition which upon notice
and/or lapse of time would constitute a default. None of the rights of NextNet
thereunder will be impaired by the consummation of the transaction contemplated
by this Agreement, and all of the rights of NextNet thereunder will be
enforceable after the Closing without the consent or agreement of any other
party thereto which has not been obtained. Copies of all the documents described
in such Exhibit have heretofore been delivered to Buyer and are true and
complete and include all amendments and supplements thereto and modifications
thereof.
7
<PAGE>
U. Inventories. NextNet has no inventory.
V. Accounts Receivable. Next Net does not have any notes and accounts
receivable.
W. Bank Accounts. Exhibit "I". hereto sets forth the name and location of
each bank in which NextNet has an account or safe deposit box and the names of
all person's authorized to draw thereon or have access thereto.
X. Insurance. Exhibit "J". Hereto sets forth an accurate list of all
Insurance coverage maintained by or for the benefit of NextNet or any officer or
employee of NextNet , showing in each case the amount of coverage, the insurance
carrier, the type of coverage provided, and the period of time (during the last
two years) during which such coverage has been in effect.
Y. Labor Disputes; Unfair Labor Practices. There is not pending or
threatened any labor dispute, strike or work stoppage of employees of NextNet .
Z. Employee Benefit Plans. Exhibit "K". Hereto sets forth an accurate list
of all employee benefit plans and trusts incident thereto ("Plans") which
NextNet has established and the documents relating thereto.
Z1. Purchase for Investment. Shareholder is acquiring the Shares pursuant
to this Agreement for investment and not with a view toward, or sale in
connection with, any distribution thereof nor with any present intention of
selling or distributing the Shares; provided that the disposition of its
property shall at all times be within Shareholder's control.
Section 5. Representations and Warranties of Archer . Archer represents and
warrants to Shareholder as follows:
A. Corporate Existence, Power and Authority. Archer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New Jersey and has all requisite corporate power and authority to enter into
this Agreement and to carry out the transactions contemplated in this Agreement.
B. Corporate Action. The execution and delivery of this Agreement by Archer
and the consummation by Archer of the transactions contemplated in this
Agreement have been authorized by all requisite corporate action on the part of
Archer .
C. Validity. This Agreement has been duly and validly executed and
delivered by Archer and constitutes the valid and binding obligation of Archer
enforceable in accordance with its terms except as its enforceability is limited
by bankruptcy, reorganization, insolvency, moratorium or other similar laws
presently or hereafter in effect affecting the enforcement of creditors' rights
generally and subject to general equity principles.
8
<PAGE>
D. Archer Operations. Archer's business is the development and acquisition
of interests in technical and Internet businesses.
E. Brokers or Finders. There is no broker or finder involved on behalf of
Archer in connection with the transactions contemplated by this Agreement.
F. Common Stock. The Common Stock of Archer Sytems, Limited, Inc. when
issued pursuant to this agreement shall consist of shares of common stock duly
authorized, validly issued, fully paid and nonassessable which all restricted
from sale, transfer or hypothecation under the terms and conditions set forth in
Rule 144 of the Securities Act of 1933 as amended and shall bear a restrictive
legend to that effect.
Section 6. Conditions Precedent to Obligations of Archer . All obligations
of Archer under this Agreement to be performed on or after the Closing Date are,
at the option of Archer , subject to the satisfaction of the following
conditions precedent on or before the Closing Date, as indicated below:
A. Proceedings Satisfactory. All actions, proceedings, instruments,
opinions and documents required to carry out this Agreement or incidental
hereto, and all other related legal matters, shall be satisfactory to Archer in
its sole discretion. Shareholder shall have delivered to Archer on the Closing
Date such documents and other evidence as Archer may reasonably request in order
to establish the consummation of transactions relating to the execution,
delivery and performance by Shareholder of this Agreement, the purchase,
transfer and delivery of the Shares to be purchased hereunder, the taking of all
corporate and other proceedings in connection therewith and the compliance with
the conditions set forth in this Section 6, in form and substance satisfactory
to Archer in its sole discretion.
B. Representations, Warranties and Covenants of Shareholder. The
representations, warranties and covenants made by Shareholder in Section 4
hereof shall be true and correct on and as of the Closing Date with the same
force and effect as though all such representations, warranties and covenants
had been made on and as of the Closing Date after giving effect to any
transactions or other actions contemplated hereby.
C. Compliance with Terms and Conditions. All the terms, covenants,
agreements and conditions of this Agreement to be complied with and performed by
Shareholder on or before the Closing Date shall have been complied with and
performed in all material respects.
D. No Proceedings Pending. No action, suit, proceeding or investigation by
or before any court, administrative agency or other governmental authority shall
have been instituted or threatened which may restrain, prohibit or invalidate
any of the transactions contemplated by this Agreement or which may affect the
right of Archer to operate or control after the Closing Date the properties of
NextNet or the Business, or any part thereof.
E. No Material Change. There shall have been no material adverse change in
the business, prospects or properties of NextNet and none of the properties of
NextNet shall have been, in the absolute judgment of Archer , adversely affected
in any material way by, or sustained any material loss, whether or not insured,
as a result of any fire, flood, accident, explosion, strike, labor disturbance,
riot, act of God or the public enemy or other calamity of casualty.
9
<PAGE>
F. Review of Business and Legal Matters. Archer and its counsel shall have
completed a review in form and scope satisfactory to Archer of business and
legal matters with respect to NextNet and the NextNet Business, and on the basis
of such review, nothing shall have come to the attention of Archer or its
counsel that causes Archer to conclude that it is inadvisable to proceed with
the transaction.
G. Resignation of the NextNet Board of Directors. Archer shall have
received the Resignation of the NextNet Board of Directors at the closing and a
unanimous consent of the shareholders of NextNet shall be executed concurrent
with the Closing electing Larry Weinstein, Richard Margulies and Walter
Krzanowski as the directors of NextNet and a unanimous consent of Directors
appointing Larry Weinstein as Chief Executive Officer and President and Walter
Krzanowski as Secretary/Treasurer of NextNet and Archer and shall receive a
certified copy of same at the closing in addition to the minute book, stock book
and Seal of NextNet .
Section 7. Conditions Precedent to Obligation of Shareholder . All
obligations of Shareholder hereunder to be performed on or after the Closing
Date are, at the option of Shareholder , subject to the satisfaction of the
following conditions precedent on or before the Closing Date, as indicated
below:
A. Proceedings Satisfactory. Archer shall have delivered to the Shareholder
on the Closing Date such documents required under this agreement.
B. Representations and Warranties Correct. The representations and
warranties made by Archer in Section 5 of this Agreement shall be true and
correct on and as of the Closing Date with the same force and effect as though
all such representations and warranties had been made on and as of the Closing
Date after giving effect to any transactions or other actions contemplated
hereby.
C. Compliance with Terms and Conditions. All the terms, covenants and
conditions of this Agreement to be complied with and performed by Archer on or
before the Closing Date shall have been complied with and performed in all
material respects.
D. Delivery of certificates for the Common Stock. Archer shall have
delivered to Shareholder on the closing date certificates evidencing the Common
Stock to be acquired by them hereunder.
Section 8. Additional Covenants by Shareholder . Shareholder hereby
covenants to Archer that:
A. Cooperation. From the date hereof to and including the Closing Date
Shareholder will:
10
<PAGE>
(1) Access to Information. Cooperate and cause others under the control of
Shareholder and NextNet to cooperate to the end of providing Archer and its
counsel, accountants and other designated representatives full access during
normal business hours to the properties, books, contracts, commitments and other
records (including computer files, retrieval programs and related documentation)
of NextNet relating to its properties or the Business, and Shareholder will
furnish or cause to be furnished to Archer and such representatives during such
period all such information and data concerning the same as Archer or such
representatives reasonably may request; and
(2) Keep Archer Informed. Promptly notify Archer of any material matter or
thing occurring which affects the properties of NextNet or the Business.
Section 9. Miscellaneous Provisions.
A. Expenses. Except as otherwise provided in this Agreement, each party
hereto shall pay its own expenses incident to the origin, negotiation and
execution of this Agreement and the consummation of the transactions
contemplated hereby, including without limitation all legal and accounting fees
and disbursements.
B. Exhibits. The Exhibits attached hereto are incorporated herein and made
a part hereof for all purposes. As used herein, the expression "this Agreement"
means the body of this Agreement and such Exhibits; and the expressions
"herein", "hereof", and "hereunder" and other words of similar import refer to
this Agreement and such Exhibits as a whole and not to any particular part of
subdivision thereof.
C. Survival of Obligations. The respective representations, warranties,
covenants and agreements of the parties to this Agreement shall survive any
investigation by the parties hereto, and consummation of the transactions
contemplated by this Agreement and shall continue in full force and effect after
the date hereof. The obligations of Shareholder under Section 9 hereof shall
survive the termination of this Agreement.
D. Amendments and Waivers. Except as otherwise specifically stated herein,
any provision of this Agreement may be amended by, and only by, a written
instrument executed by Archer and Shareholder . Any party may extend the time
for or waive the performance of any obligation of the other parties, waive any
inaccuracies in the representations or warranties by the other parties, or waive
compliance by the other parties with any of the terms and conditions contained
in this Agreement. Any such extension or waiver shall be in writing and executed
by the extending or waiving party.
E. Other Instruments to be Executed, Etc. From and after the date hereof,
Shareholder shall, from time to time, at the request of Archer and without
further consideration do, execute, acknowledge and deliver, all such further
acts, deeds, assignments, transfers, conveyances, powers of attorney and
assurances as may be reasonably required more effectively to convey, assign,
transfer or confirm the sale of the Shares.
11
<PAGE>
F. Public Statements. None of the Shareholder , Archer nor NextNet shall
issue any press release or other public statement concerning the transactions
contemplated by this Agreement without first providing the others with a written
copy of the text of such release or statement and obtaining the consent of the
others respecting such release or statement. Archer and Shareholder shall keep
this Agreement, the terms hereof, and all documents and information relating to
this Agreement confidential, except as may be required by law or, in the case of
Archer , as may be necessary in the ordinary conduct of the Business after the
date hereof.
G. Materiality. For purposes of determining whether a breach of a
representation of warranty contained in Section 4 hereof has occurred, an event
or events or condition or conditions having a cost greater than $1,000
individually of $2,500 in the aggregate for all such events and conditions shall
be deemed to be "material".
H. Parties Bound. This Agreement shall apply to, inure to the benefit of
and be binding upon and enforceable against the parties hereto and their
respective successors and permitted assigns. The respective rights and
obligations of any party hereto shall not be assignable without the consent of
the other parties.
I. Governing Law. This Agreement, and the rights and obligations of the
parties hereto, shall be governed by and construed in accordance with the laws
of the State of New Jersey.
J. Notices. Any notice, demand, approval, consent, request, waiver or other
communication which may or is required to be given pursuant to this Agreement
shall be in writing and shall be deemed given on the earlier of the day actually
received or on the close of business on the business day next following the day
when telexed, telecopied or otherwise sent by telecommunications means, receipt
confirmed, or on the close of business on the business day next following the
day when deposited with an overnight courier service, addressed to the party at
the address set forth after its respective name below, or at such different
address as such party shall have theretofore advised the other party in writing,
with copies sent to the persons indicated:
If to Shareholder : Larry Weinstein
3 Commodore Drive
Unit B 160
Emeryville, CA 94608
If to Archer : Richard Margulies, President
Archer Sytems, Limited, Inc.
75 Lincoln Highway
Iselin, New Jersey 08830
With a copy to: Sol Freedman, Esq.
100 Merrick Road (East Building)
Rockville Centre, N.Y 11570
12
<PAGE>
K. Number and Gender of Words. Whenever herein the singular number is used,
the same shall include the plural where appropriate, and the words of any gender
shall include each other gender where appropriate.
L. Captions. The captions, headings and arrangements used in this Agreement
are for convenience only and do not affect, limit or amplify the terms and
provisions hereof.
M. Invalid Provisions. If any provision hereof is held to be illegal,
invalid or unenforceable under present or future laws effective during the terms
hereof, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof; and the remaining provisions hereof shall
remain in full force and effect and shall no be affected by the illegal, invalid
or unenforceable provision or by its severance herefrom. In lieu of such
illegal, invalid or unenforceable provision there shall be added automatically
as a part hereof a provision as similar in terms of such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
N. Entirety of Agreement. This Agreement contains the entire agreement
among the parties. No representation, inducements, promises or agreements, oral
or otherwise, which are not embodied herein shall be of any force or effect.
O. Counterparts; Effectiveness. This Agreement may be executed in
counterparts, each of which shall be deemed an original for all purposes and all
of which shall be deemed, collectively, one agreement. This Agreement shall
become effective when executed and delivered by the parties hereto.
P. Facsimile Signatures. All signatures transmitting by facsimile machines
are hereby deemed legal and binding.
Q. Press Releases. Press releases shall be jointly approved by the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Shareholder : /s/Larry Weinstein (Seal)
------------------
Larry Weinstein
Archer : Archer Sytems Limited, Inc. (Seal)
By:/s/Richard Margulies
-----------------------
Name: Richard Margulies
Title: President
13
<PAGE>
EXHIBIT A
2,000,000 NextNet Shares to be transferred
to Archer Sytems Limited, Inc.
2,000,000 Archer Sytems Limited, Inc. Shares to be transferred
to Larry Weinstein
14
<PAGE>
EXHIBIT B
Liabilities and Obligations
None
15
<PAGE>
Exhibit C
Litigation
None
16
<PAGE>
Exhibit D
Compliance with Laws and Regulations
None
17
<PAGE>
Exhibit E
Absence of Certain Events
None
18
<PAGE>
Exhibit E1
Tax Returns and Payments
None
19
<PAGE>
Exhibit F
Title to Assets
None
20
<PAGE>
Exhibit G
Conditions of Facilities
None
21
<PAGE>
Exhibit H
Contracts
None
22
<PAGE>
Exhibit I
BANK ACCOUNT
PNC Bank
Rt. 27
Edison, NJ 08820
Account #8013729411
23
<PAGE>
Exhibit J
Insurance
None
24
<PAGE>
Exhibit K
Employee Benefit Plans
None
25
Exhibit 10(f)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of the April 25, 2000, between
NextNet.com, Inc. (hereinafter called the "Company") and Larry Weinstein
(hereinafter called the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee has acquired special skills, ability, extensive
background and knowledge in creation of strategic alliances in the Internet, and
WHEREAS, the Company desires to utilize such skills, ability, background
and knowledge and
WHEREAS, the Company desires to employ the Employee as a President and
Chief Executive Officer on the terms and conditions hereinafter set forth, and
WHEREAS, Employee desires to be in the employ of the Company on the terms
and conditions hereinafter set forth, and
WHEREAS, the Employee represents and warrants that he is under no
restriction or disability by reason of any prior contract or otherwise which
would prevent him from entering into and performing this Employment Agreement.
NOW THEREFORE, the parties hereto intending to legally bound hereby
covenant and agree as follows:
l. Employment - The Company hereby employs the Employee as President and
Chief Executive Officer for a period commencing on April 27, 2000 and ending on
April 26, 2005 (unless sooner terminated pursuant to Paragraph 4) to perform and
discharge services and duties of a President for the Company. This contract may
be extended for an additional two (2) year term upon Employee's written election
on or before January 30, 2005.
2. Exclusivity - The Employee shall be available for the Company's business
during a substantial portion of each business week but shall not be required to
work for the Company exclusively.
3. Compensation - The Company hereby grants to the Employee an option, that
shall have a cashless exercise provision, to purchase 250,000 shares of the
Company at a strike price of five cents ($.05) per share. The option may be
exercised, in part or in full, at any time or from time to time during the term
of this Agreement including any extension period. Any exercise of the option
with respect to a portion of the shares represented by the option shall not
exhaust the option. In no event shall the Employee's stock holdings in the
Company, including the aforementioned options, represent less than 10% of the
issued and outstanding shares of the Company. During each calendar year of this
Agreement the Employee shall receive an amount of dollars or property equal to
twenty percent of the net increase in equity of the Company during such period
less any funds or capital which has been invested into the Company by third
party investors during that period. In addition Employee shall receive each year
of the term of this agreement 20% of the number of shares which the Company
receives in any entity through compensation or exchange during such period. All
such payments or property received by Employee pursuant to this paragraph shall
be reduced by the appropriate amount necessary to reflect the requirements of
both federal and state withholding taxes. Furthermore the Company and Employee
shall enter into good faith negotiation to provide Employee with additional
compensation in the form of options and stock to be delivered over the course of
this agreement and to be based on certain mutually agreed upon performance
goals.
1
<PAGE>
4. Termination - This agreement shall terminate: (i) at the end of the term
set forth in Paragraph 1 or at the end of any extension thereof; (ii) upon the
Employee's death; or (iii) upon the Employee's disability, if such disability
prevents him from performing his obligations under this Agreement for a
continuous time equal to the waiting period provided for under the Company's
then established disability insurance plan for Salaried Employees if any, before
disability insurance payments commence, (iv) upon Employees failure to discharge
his duties hereunder (v) upon Employees breach of this agreement.
5. Non-Competition - Employee agrees that while in the employment of
Company, he will not manage, operate or participate as a principal in any
business directly competitive with that conducted by the Company.
6. Delivery of Materials - Employee agrees that upon the termination of his
engagement he will deliver to the Company all documents, papers, materials and
other property of the Company relating to its affairs, which may then be in his
possession or under his control.
7. Entire Agreement - This Agreement constitutes the entire agreement
between the parties and contains all of the agreements between the parties with
respect to the subject matter hereof. This Agreement supersedes any and all
other agreement, including any employment type agreement between Employee and
the Company, either oral or in writing.
8. Amendment - This Agreement may not be amended except by an instrument
signed by both parties hereto, or by their duly appointed representatives.
9. Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of California.
10. Nonassignability - Neither this Agreement nor any right or interest
hereunder shall be assignable by Employee, his beneficiaries, or legal
representatives without Employer's prior written consent; provided, however,
that nothing in this Section shall preclude (i) Employee from designating a
beneficiary to receive any benefit payable hereunder upon his death, or (ii) the
executors, administrators, or other legal representatives of Employee or his
estate from assigning any rights hereunder to the person or persons entitled
thereunto.
2
<PAGE>
11. No Attachment - Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sales, assignment, encumbrance, charge, pledge, or hypothecation or to
execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
12. Notices - Unless otherwise specified in a note sent or delivered in
accordance with this Section, any notice to be given under this Agreement shall
be in writing and shall be deemed to be given if delivered to a party in person
or mailed by certified mail, postage prepaid, return receipt requested, at the
addresses set forth below:
If to Employee: Larry Weinstein
3 Commodore Drive
Unit B 160
Emeryville, CA 94608
If to the Company: NextNet.com, Inc.
75 Lincoln Highway
Iselin, NJ 08830
13. Headings - The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation or
any of the provisions of this Agreement.
14. Prior Agreements- All prior agreements between the parties hereto are
hereby canceled, void and are deemed to be of no legal effect except for the non
competition provisions thereof.
15. Arbitration- All disputes hereunder shall be submitted to the American
Arbitration Association for resolution.
IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement as of the day and year first above written
NextNet.com, Inc.
By:/s/Walter J. Krzanowski (Seal)
- --------------------------
Name: Walter J. Krzanowski
Secretary
Larry Weinstein (Seal)
- ---------------
Employee
3
