Exhibit 2.1
STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
This STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (hereinafter
referred to as the "Agreement") is entered into as of this 30th day of June,
2000, by and between Smartdotcom, Inc. a Nevada corporation (hereinafter
referred to as "SDC"), and Tel-Voice Communications, Inc., (hereinafter referred
to as "TVCI").
WITNESSETH
WHEREAS, SDC is a Nevada corporation with 5,123,000 shares of common stock
issued and outstanding (hereinafter "SDC Shares"); and
WHEREAS, TVCI is a Nevada corporation with 1,121,000 shares of common stock
issued and outstanding; and
WHEREAS, TVCI desires to acquire the SDC Shares in a transaction intended
to qualify as a tax-free "reorganization" as defined in Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended ("B Reorganization") and that all
the terms and provisions of this Agreement be interpreted, construed and
enforced to effectuate this intent; and
WHEREAS, SDC desires to enter into this transaction in order for SDC
shareholders to own a majority of the stock of TVCI and control the operations
of TVCI.
NOW THEREFORE in consideration of the foregoing and the mutual covenants,
promises, representations and warranties contained herein, the parties hereto
agree as follows:
Article I
EXCHANGE OF SHARES
1.1. Number of Shares. The SDC shareholders agree to transfer to TVCI the
SDC Shares in exchange for 4,376,895 shares of TVCI bring the total outstanding
shares of TVCI to 5,497,895. A detailed list of shareholders is included in
Exhibit A.
1.2 Exchange of Certificates. Each holder of an outstanding certificate or
certificates theretofore representing shares of SDC Shares shall surrender such
certificate(s) to TVCI, and shall receive in exchange a certificate or
certificates representing the number of full shares of TVCI shares at a
conversion rate of .83484189 TVCI shares for each share of SDC. The transfer of
SDC Shares by the shareholders shall be effected by the delivery to TVCI at the
Closing of certificates representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank.
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Article II
CHANGE OF CONTROL
2.1. Control of TVCI. Upon the closing of this transaction all current
officers and board of directors of TVCI will resign and the officers of SDC will
become the new officers of TVCI and the board of directors of SDC will become
the new board of directors of TVCI.
Article III
REPRESENTATTONS AND WARRANTIES OF SELLER
TVCI represents the warrants to SDC as follows:
3.1. Organization. TVCI is incorporated in the State of Nevada and has the
corporate power and authority to carry on business as now being conducted.
3.2. Capitalization. As of the date hereof, the authorized capital stock of
TVCI consists of 75,000,000 shares of capital stock, of which 1,121,000 shares
are presently issued and outstanding. All said Stock is validly issued and
outstanding, fully paid and nonassessable. As of the Closing Date, there will be
no shares of common stock subject to unexpired exercisable options.
3.3. Financial Statements. TVCI has furnished to SDC financial statements
as of March 31, 2000. Said financial statements contain the balance sheet and
income statement of TVCI. All of said financial statements, (i) are in
accordance with TVCI's books and records, (ii) present fairly and financial
position of TVCI as of such dates, and its results of operations and changes in
financial position for the respective periods indicated, (iii) have been
prepared in conformity with generally accepted accounting principles applied on
a consistent basis, and (iv) consistent with prior business practice, contain
adequate reserves for all known or contingent liabilities, losses and refunds
with respect to services or products already rendered or sold.
3.4. Contracts. Prior to the Closing Date, TVCI will furnish SDC with a
true and complete list and description of all contracts by and between TVCI and
with others. Each of the agreements, contracts, commitments, leases, plans and
other instruments, documents and undertakings to be supplied is valid and
enforceable in accordance with its terms except as the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting the rights of
creditors generally, and by equitable principles. TVCI is not in default of the
performance, observance or fulfillment of any material obligations, covenant or
condition contained therein; and no event has occurred which with or without the
giving of notice or lapse of time, or both, would constitute a default
thereunder; furthermore, except as may be disclosed in writing at the time of
delivery, no such agreement, contract, commitment, lease, plan or other
instrument, document or undertaking, in the reasonable opinion of TVCI, contains
any contractual requirement with which there is a likelihood TVCI will be unable
to comply.
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3.5. Registration Rights. No shareholder of TVCI has any demands or "piggy
back" registration rights with regards to the outstanding shares or options of
TVCI.
3.6. Authorization. TVCI has the power to enter into this Agreement, and
this Agreement, when duly executed and delivered, will constitute the valid and
binding obligation of TVCI.
3.7. Effect of Agreement. The execution and delivery by TVCI of this
Agreement and the consummation of the transactions herein contemplated, (i) will
not conflict with or result in a breach of the terms of, or constitute any
default under or violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of TVCI, or any material
agreement or instrument to which TVCI is a party or by which it is bound or is
subject; (ii) now will it give to others any interest or rights, including
rights of termination, acceleration or cancellation, in or with respect to any
of the properties, assets, agreements, leases, or business of TVCI.
Article IV
REPRESENTATIONS AND WARRANTIES OF SDC
SDC represent and warrant to TVCI as follows:
4.1. Organization. SDC is a corporation duly organized, validly existing
and in good standing under the laws of the State of California, has the
corporate power and authority to own or lease its properties and to carry on
business as now being conducted.
4.2. Capitalization. The authorized capital stock of SDC consists of one
class of common stock, 25,000,000 shares authorized, of which 5,123,000 are
outstanding Shares are validly issued and outstanding, fully paid and
nonassessable. All of the issued and outstanding shares are owned by
Shareholder.
4.3. Authority. SDC has the full power and authority to enter into this
Agreement and to carry out its obligations hereunder. Other than approval by the
Board of Directors, no proceedings on the part of Shareholder is necessary to
authorize this Agreement or the transactions completed hereby. This Agreement
constitutes the legal, valid and binding obligation of SDC enforceable in
accordance with its terms.
4.4. Financial Statements. SDC had furnished to TVCI its business plan and
current financial statements. Said financial statements contain the balance
sheet and income statement of SDC. All of said financial statements, (i) are in
accordance with SDC books and records, (ii) present fairly the financial
position of SDC as of such dates, and its results of operations and changes in
financial position for the respective periods indicated, (iii) have been
prepared in conformity with generally accepted accounting principles applied on
a consistent basis, and (iv) consistent with prior business practice, contain
adequate reserves for all known or contingent liabilities, losses and refunds
with respect to services or products already rendered or sold.
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4.5. Effect of Agreement. The execution and delivery by SDC of this
Agreement and the consummation of the transactions herein contemplated, (i) will
not conflict with, or result in a breach of the terms of, or constitute and
default under or violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of RAIS, or any material
agreement or instrument to which SDC is a party or by which it is bound or is
subject; (ii) nor will it give to rise to any interests or rights, including
rights of termination, acceleration or cancellation, in or with respect to any
of the properties, assets, agreements, leases, or business of SDC.
4.6. Litigation; Claims. SDC is not a party and there are no claims,
actions, suits, investigations or proceedings pending, threatened against SDC or
its business, at law or in equity, or before or by any governmental department,
commission, board, bureau, agency, or instrumentality, domestic or foreign,
which if determined adversely would have a material effect on the business or
financial condition of SDC or the ability of SDC to carry on its business. The
consummation of the transactions herein contemplated will not conflict with or
result in the breach or violation of any judgement, order, writ, injunction or
decree of any court or governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign.
4.7. Compliance with Laws and Regulations. SDC has complied with, and is
not in violation of any federal, state, local or foreign statute, law, rule or
regulation with respect to the conduct of its businesses, which violation might
have a material adverse effect on the business, financial condition or earnings
of SDC.
4.8. Finders. SDC is not obligated, absolutely or contingently, to any
person for financial advice, a finder's fee, brokerage commission, or other
similar payment in connection with the transactions contemplated by this
Agreement.
4.9. Nature of Representations. No representation, warranty or agreement
made by SDC in this Agreement and no statement or disclosure furnished by
Shareholder in connection with the transactions herein contemplated contains, or
will contain, any untrue statement of a material fact necessary to make any
statement, representation, warranty or agreement not misleading.
Article V
ACCESS TO INFORMATION
5.1. Access to Information. SDC shall afford representatives of TVCI
reasonable access to officers, personnel, and professional representatives of
SDC and such of the financial, contractual and corporate records of SDC as shall
be reasonably necessary for TVCI's investigations and appraisal of SDC.
5.2. Effect of Investigations. Any such investigation by TVCI shall not
affect any of the representations and warranties hereunder and shall not be
conducted in such manner as to interfere unreasonably with the operation of the
business of SDC.
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Article VI
CONDITIONS TO OBLIGATIONS OF TVCI
The obligations of TVCI under this Agreement are, at the option of TVCI, subject
to the satisfaction, at and prior to the Closing Date, of the following
conditions:
6.1. Fulfillment of Covenants. All the terms, covenants and conditions of
this Agreement to be complied with and performed by SDC at or before the Closing
Date shall have been duly complied with and performed.
6.2. Accuracy of Representations and Warranties: Other Documents. All of
the representations and warranties made by all parties to this Agreement shall
be true as of the Closing Date.
6.3. No Litigation. There are no action, proceeding,
investigation or pending or actual litigation the purpose of which is to enjoin
or may be to enjoin the transactions contemplated by this Agreement or which
would have the effect, if successful, of imposing a material liability upon
TVCI, or any of the officers or directors thereof, because of this consummation
of the transactions contemplated by this Agreement.
Article VII
CLOSING
7.1. Closing Date. The consummation of the exchange shall take place at the
offices of TVCI 16133 Ventura Boulevard, Suite 635, Los Angeles, California
91436, on June 30, 2000, or such other time or place as shall
be mutually agreed upon by the parties to this Agreement.
7.2. Actions to be Taken by Parties on the Closing Date. On the Closing
Date, each party shall deliver to the other all documents or agreements provided
or herein to be-delivered on the Closing Date.
Article VIII
INDEMNIFICATION AND ARBITRATION
8.1. Indemnification. Each of the parties agree to indemnify and hold
harmless the other against any and all damages, claims, losses, expenses,
obligations and liabilities (including reasonable attorney's fees) resulting
from or related to any breach of, or failure by each of the parties to perform
any of their representations, warranties, covenants, conditions or agreements in
this Agreement or in any schedule, certificate, exhibit or other document
furnished, or to be furnished under this Agreement.
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8.2. Claims of Indemnification. Any claim for indemnification pursuant to
this Agreement, unless otherwise received by means of direct negotiation among
the parties upon reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing of the nature and
amount of the claim to the other.
Article IX
PAYMENT OF EXPENSES
9. 1. Expenses. Each party shall bear its own expenses.
Article X
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
10.1. Survival. All statements contained in any schedules, any exhibit or
other instrument delivered by or on behalf of any party or in connection with
the transactions contemplated by this Agreement, shall be deemed to be
representations made by or on behalf of the parties to this Agreement, all
representations, warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive.
Article XI
GENERAL
11.1. Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby, and each such
term and provision of this Agreement shall be valid and be enforced to the
fullest extent permitted by law.
11.2. Waiver. No waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any pre- ceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension of
time for performance of any obligation or act shall be deemed and extension of
the time for performance of any other obligation or act.
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11.3. Notices. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, and shall be deemed received
upon mailing thereof.
To: Smartdotcom, Inc.
Jay Budd
7373 East Doubletree Ranch Road
Suite 200
Scottsdale, AZ 85258
Tel-Voice Communications, Inc.
Alan Schram
16133 Ventura Boulevard, Suite 635
Encino, California 91436
Notice of change of address shall be given by written notice in the manner
detailed in this subparagraph 12.3.
11.4. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the permitted successors and assigns of the
parties hereto.
11.5. Professional Fees. in the event of the bringing of any action or suit
by a party hereto against another party hereunder by reason of any breach of any
of the covenants, agreements or provisions on the part of the other party
arising out of this Agreement, then in that event the prevailing party shall be
entitled to have and recover of and from the other party all costs and expenses
of the action or suit, including actual attorney's fees, accounting fees, and
other professional fees resulting therefrom.
11.6. Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect thereto. This
Agreement may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
party to be charged or by his agent duly authorized in writing or as otherwise
expressly permitted herein. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the parties hereto.
11.7. Time of Essence. The parties hereby acknowledge and agree that time
is strictly of the essence with respect to each and every term, condition,
obligation and provision hereof and that failure to timely perform any of the
terms, conditions, obligations or provisions hereof by either party shall
constitute a material breach of and non-curable (but waivable) default under
this Agreement by the party so failing to perform.
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11.8. Construction. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and are not a part of
the Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all references to paragraphs and subparagraphs are to this Agreement.
In the event the date on which any party is required to take any action under
the terms of this Agreement is not a business day, the action shall be taken on
the next succeeding day.
11.9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken together
shall constitute one instrument.
11.10. Governing Law. The parties hereto expressly agree that this
Agreement shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereof.
TVCI
By: /s/ Alan Schram
-----------------------------------
Smartdotcom, Inc.
By: /s/ Jay Budd
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Exhibit A
Budd Family Limited Partnership 3,000,000
Jay Budd 400,000
Yoryi Financial Inc. 400,000
Kevin Pickard 233,000
Tom Rough 200,000
Dan Simonetti 100,000
Hagit Bernstein 66,885
Raphi Shram 66,885
Naomi Shram 65,213
Ervin Clifford and Gloria Vern Hall 60,000
Gary Budd 50,000
Scott Morey 50,000
Vern Dunn 50,000
Ray Breland 50,000
Elizabeth C. Stone 40,000
John A. Simonetti 40,000
Bruce Whitbeck 40,000
Genesis Diversified Investments, Inc. 40,000
Dr. Robert Russo 40,000
Clifford & Florence Lamay 30,000
Richard Chaet 30,000
Robert Bruce Beverly 25,000
Shelley Dunn 25,000
Benjamin Kramer 20,000
Victor Cook 20,000
Kimberly Cook 20,000
Charlie Husti 20,000
Gary Andrew Tarr 20,000
Jerry Lamay 20,000
Ronald Nagel 20,000
Michael Weinberg 20,000
Frederick Manlunas 18,394
Anna Marie Manlunas 18,394
Eyal Shrem 18,394
Maya Rubin 18,394
Darren Stanley 10,000
Michael Levitan 10,000
Leo Laser 10,000
Bob Godbout 10,000
Eileen Lee 8,361
Robert Lee 8,361
Sherwin Escanuela 8,361
Samuel Utomo 8,361
Asuncion Utomo 8,361
Rachel Littaua 8,361
Emmanuel Corpus 8,361
Paul Hain 8,361
Rose Zulueta 8,361
Raul Zulueta 8,361
Lauro Reyes 8,361
Elizabeth Reyes 8,361
Paul Chaet 8,000
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Ronald Herrick 4,000
Leon Sylvester 4,000
Vilma Whitehurst 4,000
Philip Pangilinan 334
Severino Oliva 334
Ira Rimer 334
William Nance 334
Amnon Even 334
Ronald Brown 334
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5,497,895
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