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): September 20, 1999
CENTER STAR GOLD MINES, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 0-29804 82-0255758
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
201 EAST MAIN, BRADY, TEXAS 78625
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (915) 792-8400
5814 SOUTH 900 EAST, SALT LAKE CITY, UTAH 84117
(Former Address)
Item 1. Changes in Control of Registrant
(a) On September 20, 1999, the Company entered into an Agreement and Plan
of Reorganization (the "Agreement") with Link.com, Inc., a Nevada corporation
("Link.com"), and the shareholders of such entity. The Agreement provided for
the issuance of 46,750,040 shares of common stock of the Company in exchange
for all of the outstanding shares of Link.com. In addition, as a condition of
the closing of the Agreement, Marion Robert Rice, president of Link.com, was
nominated by the board of directors of the Company to become a director of the
Company.
The closing of the Agreement was held on September 23, 1999. At the
closing the Company issued and delivered the 46,750,040 shares of common stock
of the Company to the shareholders of Link.com and management of Link.com
delivered a stock certificate to the Company representing all of the issued
and outstanding shares of Link.com. In addition, Howard M. Oveson resigned as
an officer and director of the Company and Mr. Rice was appointed as a
director and the president and CEO of the Company. Also, the principal
executive office was changed to 201 East Main, Brady, Texas 78625. Set forth
below is information about the business experience of Mr. Rice:
MARION ROBERT RICE has been the CEO and a director of Link.com since its
inception in May of 1999. From July 1993 until May 1999, he was the founder,
chairman and a director of Centratex, Inc., a health care consulting firm. Age
47.
As a result of the closing of the Agreement, the Company issued the
following shares to the shareholders of Link.com. which represented the
following percentage of the total outstanding shares of the Company:
Name Number of Shares Percentage
Marion Robert Rice 15,895,013 31.79%
Andrew Wade McBee 10,752,509 21.5%
Donnie Deshotels(1) 5,399,630 10.8%
Dee Dee Deshotels(1) 5,399,630 10.8%
Sheila Hemphill 7,012,506 14.03%
Phil White 2,290,752 4.58%
(1)Donnie Deshotels and Dee Dee Deshotels are husband and wife and
therefore may be deemed to beneficially own an aggregate of 10,799,260 shares
or approximately 21.6% of the outstanding shares.
In connection with the closing of the transaction with Link.com, Mr.
Oveson received a finder's fee from Link.com in the amount of $110,000.
Link.com also paid the Company's outstanding legal fees in the amount of
$30,000.
Following the closing, the board of directors approved a reverse split of
the outstanding shares at the rate of one share for each 4.5 shares
outstanding. It also approved a change of the Company's name to "Link.com,
Inc." and the nominated Andrew W. McBee, and Donny Deshotels, present
directors of Link.com, to become directors of the Company in the place of Mr.
Hatch and Ms. Eardley. Shareholders owning a majority of the outstanding
shares of the Company approved such actions, subject to notification to the
shareholders as required by the rules and regulations promulgated by the
Securities and Exchange Commission under Section 14 of the Securities Exchange
Act of 1934. Management is in the process of preparing the necessary filings
for such notification.
Item 2. Acquisition or Disposition of Assets
(a) On September 23, 1999, the Company acquired all of the issued and
outstanding stock of Link.com in the transaction set forth in Item 1 above.
Link.com was organized in May 1999. Link.com is a Brady, Texas, based health
care electronic commerce or e-commerce company currently providing Internet
products and services to physicians and ancillaries, such as pharmacies,
hospitals, hospices, etc. Link.com is currently licensing software to
physicians, nursing home facilities and home health care agencies.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a)The financial statements of Link.com required by this item are not included
in this initial report, but will be filed within 60 days after the date this
initial report on Form 8-K is filed.
(b)The pro forma financial information required by this item is not included
in this initial report, but will be filed within 60 days after the date this
initial report on Form 8-K is filed.
(c)The following exhibits are filed with this report:
Exhibit No.DescriptionLocation
2.1Agreement and Plan of ReorganizationAttached
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.
Center Star Gold Mines, Inc.
Date: September 23, 1999 By /s/ Marion Robert Rice, President
EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement"), entered into
this 20th day of September 1999, is by, between, and among Center Star Gold
Mines, Inc., a publicly held Nevada corporation (hereinafter the "Purchaser"),
Link.com, Inc., a privately-held Nevada corporation (hereinafter the "Private
Company"), and the shareholders of the Private Company who are listed on
Schedule "A" hereto and have executed Subscription Agreements in the form
attached in Schedule "B" hereto (the "Shareholders").
RECITALS:
WHEREAS, the Purchaser wishes to acquire, and the Shareholders, by
executing Schedule "B" hereto, are willing to sell, all of the outstanding
stock of the Private Company in exchange solely for a part of the voting stock
of the Purchaser whereby the Shareholders would acquire a controlling interest
of the Purchaser; and
WHEREAS, the parties hereto intend to qualify such transaction as a
tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended;
NOW, THEREFORE, based upon the stated premises, which are incorporated
herein by reference, and for and in consideration of the mutual covenants and
agreements set forth herein, the mutual benefits to the parties to be derived
herefrom, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto approve and adopt this
Agreement and Plan of Reorganization and mutually covenant and agree with each
other as follows:
1. Shares to be Transferred and Shares to be Issued.
1.1 On the Closing Date the Shareholders shall transfer to the
Purchaser certificates for the number of shares of the common stock of the
Private Company described in Schedule "A," attached hereto and incorporated
herein, which in the aggregate shall represent all of the issued and
outstanding shares of the common stock of the Private Company.
1.2 In exchange for the transfer of the common stock of the
Private Company pursuant to subsection 1.1. hereof, the Purchaser shall on the
Closing Date and contemporaneously with such transfer of the common stock of
the Private Company to it by the Shareholders issue and deliver to the
Shareholders the number of shares of common stock of the Purchaser specified
on Schedule "A" hereof such that the Shareholders shall own approximately
93.5% of the outstanding common stock of the Purchaser.
2. Representations and Warranties of the Private Company. The
Private Company represents and warrants to the Purchaser as set forth below.
These representations and warranties are made as an inducement for the
Purchaser to enter into this Agreement and, but for the making of such
representations and warranties and their accuracy, the Purchaser would not be
a party hereto.
2.1 Organization and Authority. The Private Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada with full power and authority to enter into and
perform the transactions contemplated by this Agreement. The Private Company
does not have any subsidiaries or own any interest in any other entity.
2.2 Capitalization. As of the date of the Closing, the Private
Company will have a total of no more than 25,000 shares of common stock issued
and outstanding. All of the shares will have been duly authorized and validly
issued and will be fully paid and nonassessable. There are no options,
warrants, debentures, conversion privileges, or other rights, agreements, or
commitments obligating the Private Company to issue or to transfer from
treasury any additional shares of capital stock of any class. Schedule "A"
accurately sets forth all of the shareholders of record of the Private Company
and the number of shares held of record by each Shareholder.
2.3 Directors and Officers. The names and titles of all
directors and officers of the Private Company as of the date of this Agreement
are as follows: Marion Robert Rice, president, CEO, and director; Scotty R.
Durst, secretary and treasurer; Donny Deshotels, vice-president and director;
Shiela Hemphill, vice-president and director; Sandra D. Deshotels,
vice-president and director; and Andrew W. McBee, director.
2.4 Performance of This Agreement. The execution and
performance of this Agreement and the transfer of stock contemplated hereby
have been authorized by the board of directors of the Private Company.
2.5 Financials. True copies of the financial statements of the
Private Company consisting of the balance sheets as of the period ended August
31, 1999, and statements of income, cash flow and changes in stockholder's
equity for the period then ended, have been delivered by the Private Company
to the Purchaser. These statements have been examined and certified by Clyde
Bailey, P.C., Certified Public Accountant. Said financial statements are true
and correct in all material respects and present an accurate and complete
disclosure of the financial condition of the Private Company as of August 31,
1999, and the earnings for the periods covered, in accordance with generally
accepted accounting principles applied on a consistent basis. These
statements meet the requirements of Item 310 of Regulation S-B promulgated by
the U.S. Securities and Exchange Commission and Item 7(a) of Form 8-K also
promulgated by the Commission.
2.6 Liabilities. There are no material liabilities of the
Private Company, whether accrued, absolute, contingent or otherwise, which
arose or relate to any transaction of the Private Company, its agents or
servants occurring prior to August 31, 1999, which are not disclosed by or
reflected in said financial statements. As of the date hereof, there are no
known circumstances, conditions, happenings, events or arrangements,
contractual or otherwise, which may hereafter give rise to liabilities, except
in the normal course of business of the Private Company.
2.7 Absence of Certain Changes or Events. Except as set forth
in this Agreement, since August 31, 1999, there has not been (i) any material
adverse change in the business, operations, properties, level of inventory,
assets, or condition of the Private Company, or (ii) any damage, destruction,
or loss to the Private Company (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties,
assets, or conditions of the Private Company.
2.8 Litigation. To the best knowledge and reasonable belief of
the Private Company, there are no legal, administrative or other proceedings,
investigations or inquiries, product liability or other claims, judgments,
injunctions or restrictions, either threatened, pending, or outstanding
against or involving the Private Company or its subsidiaries, if any, or their
assets, properties, or business, nor does the Private Company or its
subsidiaries know, or have reasonable grounds to know, of any basis for any
such proceedings, investigations or inquiries, product liability or other
claims, judgments, injunctions or restrictions. In addition, there are no
material proceedings existing, pending or reasonably contemplated to which any
officer, director, or affiliate of the Private Company or as to which any of
the Shareholders is a party adverse to the Private Company or any of its
subsidiaries or has a material interest adverse to the Private Company or any
of its subsidiaries.
2.9 Taxes. All federal, state, foreign, county and local
income, profits, franchise, occupation, property, sales, use, gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid and
discharged as reported by the Private Company, and there are no unpaid taxes
which are, or could become a lien on the properties and assets of the Private
Company, except as provided for in the financial statements of the Private
Company, or have been incurred in the normal course of business of the Private
Company since that date. All tax returns of any kind required to be filed
have been filed and the taxes paid or accrued. There are no disputes as to
taxes of any nature payable by the Private Company.
2.10 Hazardous Materials. No hazardous material has been
released, placed, stored, generated, used, manufactured, treated, deposited,
spilled, discharged, released, or disposed of on or under any real property
currently or previously owned or leased by the Private Company or any of its
subsidiaries.
2.11 Accuracy of All Statements Made by the Private Company. No
representation or warranty by the Private Company in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be
furnished by or on behalf of the Private Company pursuant to this Agreement,
nor any document or certificate delivered to the Purchaser by the Private
Company pursuant to this Agreement or in connection with actions contemplated
hereby, contains or shall contain any untrue statement of material fact or
omits or shall omit a material fact necessary to make the statements contained
therein not misleading.
3. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Private Company as set forth below. These
representations and warranties are made as an inducement for the Private
Company to enter into this Agreement and, but for the making of such
representations and warranties and their accuracy, the Private Company would
not be parties hereto.
3.1 Organization and Good Standing. The Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada with full power and authority to enter into and
perform the transactions contemplated by this Agreement. The Purchaser does
not have any subsidiaries or own any interest in any other entity.
3.2 Capitalization. As of the date of the Closing, the Purchaser
will have a total of no more than 3,249,960 shares of common stock issued and
outstanding (excluding the shares to be issued pursuant to this Agreement).
All of the shares have been duly authorized and validly issued and are fully
paid and nonassessable. Except for the Purchaser's obligations hereunder with
respect to the shares to be issued pursuant to subsection 1.2 hereof, there
are no options, warrants, debentures, conversion privileges, or other rights,
agreements, or commitments obligating the Purchaser to issue or to transfer
from treasury any additional shares of capital stock of any class. As of the
Closing, the Articles of Incorporation, as amended, of the Purchaser (the
"Purchaser Articles") and as currently in effect shall remain unchanged,
except as provided herein.
3.3 Performance of This Agreement. The execution and
performance of this Agreement and the issuance of stock contemplated hereby
have been authorized by the board of directors of the Purchaser.
3.4 SEC Reports and Financials. True copies of the Purchaser's
Form 10-SB registration statement, as amended, and its quarterly reports for
the quarters ended March 31, 1999, and June 30, 1999, have been delivered by
the Purchaser to the Private Company. These reports include financial
statements of the Purchaser for the year ended December 31, 1998 (audited) and
the quarters ended March 31, 1999, and June 30, 1999 (unaudited), in
compliance with Rule 310 of Regulation S-B promulgated by the U.S. Securities
and Exchange Commission. The year-end financial statements have been examined
and certified by Schvaneveldt & Company, Certified Public Accountants. Said
financial statements are true and correct in all material respects and present
an accurate and complete disclosure of the financial condition of the
Purchaser as of June 30, 1999, and the earnings for the periods covered, in acco
rdance with generally accepted accounting principles applied on a consistent
basis.
3.5 Liabilities. There are no material liabilities of the
Purchaser, whether accrued, absolute, contingent or otherwise, which arose or
relate to any transaction of the Purchaser, its agents or servants which are
not disclosed by or reflected in said financial statements. As of the date
hereof, there are no known circumstances, conditions, happenings, events or
arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of the Purchaser.
3.6 Litigation. To the best knowledge and reasonable belief of
the Purchaser, there are no legal, administrative or other proceedings,
investigations or inquiries, product liability or other claims, judgments,
injunctions or restrictions, either threatened, pending, or outstanding
against or involving the Purchaser or its subsidiaries, if any, or their
assets, properties, or business, nor does the Purchaser or its subsidiaries
know, or have reasonable grounds to know, of any basis for any such
proceedings, investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions. In addition, there are no material
proceedings existing, pending or reasonably contemplated to which any officer,
director, or affiliate of the Purchaser is a party adverse to the Purchaser or
any of its subsidiaries or has a material interest adverse to the Purchaser or
any of its subsidiaries.
3.7 Taxes. To the best knowledge and reasonable belief of
management of the Purchaser, all federal, state, foreign, county and local
income, profits, franchise, occupation, property, sales, use, gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been fully paid by the Purchaser,
and there are no unpaid taxes which are, or could become a lien on the
properties and assets of the Purchaser, except as provided for in the
financial statements of the Purchaser, or have been incurred in the normal
course of business of the Purchaser since that date. The Purchaser has filed
its federal tax return for the year ended December 31,1998. There are no
known disputes as to taxes of any nature payable by the Purchaser.
3.8 Hazardous Materials. No hazardous material has been
released, placed, stored, generated, used, manufactured, treated, deposited,
spilled, discharged, released, or disposed of on or under any real property
currently or previously owned or leased by the Purchaser or any of its
subsidiaries.
3.9 Legality of Shares to be Issued. The shares of common stock
of the Purchaser to be issued by the Purchaser pursuant to this Agreement,
when so issued and delivered, will have been duly and validly authorized and
issued by the Purchaser and will be fully paid and nonassessable.
3.10 Accuracy of All Statements Made by the Purchaser. No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be
furnished by the Purchaser pursuant to this Agreement, nor any document or
certificate delivered to the Private Company pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits to state or shall omit to state a
material fact necessary to make the statements contained therein not
misleading.
4. Covenants of the Parties.
4.1 Corporate Records.
a. Simultaneous with the execution of this Agreement by the
Private Company, if not previously furnished, such entity shall deliver to the
Purchaser copies of the articles of incorporation, as amended, and the current
bylaws of the Private Company, and copies of the resolutions duly adopted by
the board of directors of the Private Company approving this Agreement and the
transactions herein contemplated.
b. Simultaneous with the execution of this Agreement by the
Purchaser, if not previously furnished, such entity shall deliver to the
Private Company copies of the Purchaser Articles, and the current bylaws of
the Purchaser, and copies of the resolutions duly adopted by the board of
directors of the Purchaser approving this Agreement and the transactions
herein contemplated.
4.2 Access to Information.
a. The Purchaser and its authorized representatives shall
have full access during normal business hours to all properties, books,
records, contracts, and documents of the Private Company, and the Private
Company shall furnish or cause to be furnished to the Purchaser and its
authorized representatives all information with respect to its affairs and
business as the Purchaser may reasonably request. The Purchaser shall hold,
and shall cause its representatives to hold confidential, all such information
and documents, other than information that (i) is in the public domain at the
time of its disclosure to the Purchaser; (ii) becomes part of the public
domain after disclosure through no fault of the Purchaser; (iii) is known to
the Purchaser or any of its officers or directors prior to disclosure; or (iv)
is disclosed in accordance with the written consent of the Private Company.
In the event this Agreement is terminated prior to Closing, the Purchaser
shall, upon the written request of the Private Company, promptly return all
copies of all documentation and information provided by the Private Company
hereunder.
b. The Private Company and its authorized representatives
shall have full access during normal business hours to all properties, books,
records, contracts, and documents of the Purchaser, and the Purchaser shall
furnish or cause to be furnished to the Private Company and its authorized
representatives all information with respect to its affairs and business the
Private Company may reasonably request. The Private Company shall hold, and
shall cause its representatives to hold confidential, all such information and
documents, other than information that (i) is in the public domain at the time
of its disclosure to the Private Company; (ii) becomes part of the public
domain after disclosure through no fault of the Private Company; (iii) is
known to the Private Company or any of its officers or directors prior to
disclosure; or (iv) is disclosed in accordance with the written consent of the
Purchaser. In the event this Agreement is terminated prior to Closing, the
Private Company shall, upon the written request of the Purchaser, promptly
return all copies of all documentation and information provided by the
Purchaser hereunder.
4.3 Actions Prior to Closing. From and after the date of this
Agreement and until the Closing Date:
a. The Purchaser and the Private Company shall each carry
on its business diligently and substantially in the same manner as heretofore,
and neither party shall make or institute any unusual or novel methods of
purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Company shall
enter into any contract or commitment, or engage in any transaction not in the
usual and ordinary course of business and consistent with its business
practices.
c. Neither the Purchaser nor the Private Company shall
amend its articles of incorporation or bylaws or make any changes in
authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Company shall each use its
best efforts (without making any commitments on behalf of the company) to
preserve its business organization intact.
e. Neither the Purchaser nor the Private Company shall do
any act or omit to do any act, or permit any act or omission to act, which
will cause a material breach of any material contract, commitment, or
obligation of such party.
f. The Purchaser and the Private Company shall each duly
comply with all applicable laws as may be required for the valid and effective
issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private Company shall sell
or dispose of any property or assets, except products sold in the ordinary
course of business.
h. The Purchaser and the Private Company shall each
promptly notify the other of any lawsuits, claims, proceedings, or
investigations that may be threatened, brought, asserted, or commenced against
it, its officers or directors involving in any way the business, properties,
or assets of such party.
4.4 No Covenant as to Tax or Accounting Consequences. It is
expressly understood and agreed that neither the Purchaser nor its officers or
agents has made any warranty or agreement, expressed or implied, as to the tax
or accounting consequences of the transactions contemplated by this Agreement
or the tax or accounting consequences of any action pursuant to or growing out
of this Agreement.
4.5 Publicity. The parties agree that no publicity, release, or
other public announcement concerning this Agreement or the transactions
contemplated by this Agreement shall be issued by any party hereto without the
advance approval of both the form and substance of the same by the other
parties and their counsel, which approval, in the case of any publicity,
release, or other public announcement required by applicable law, shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, the
Purchaser shall be permitted to file a Form 8-K report with the U.S.
Securities and Exchange Commission concerning this transaction and shall
provide a copy of such filing or filings to the Private Company for comment at
least one business day prior to such filing.
4.6 Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall bear its own respective expenses incurred
in connection with the negotiation and preparation of this Agreement, in the
consummation of the transactions contemplated hereby, and in connection with
all duties and obligations required to be performed by each of them under this
Agreement. The Private Company shall reimburse the Purchaser for its
attorney's fees in connection with this transaction and the prior filing of
the Form 10-SB registration statement, which fees shall not exceed $30,000.
4.7 Further Actions. Each of the parties hereto shall take all
such further action, and execute and deliver such further documents, as may be
necessary to carry out the transactions contemplated by this Agreement.
4.8 Finder's Fees. The Private Company shall be responsible for
the payment of a finder's fee to Howard M. Oveson in the amount of $110,000,
which shall be delivered at Closing.
5. Conditions Precedent to the Purchaser's Obligations. Each and
every obligation of the Purchaser to be performed on the Closing Date shall be
subject to the satisfaction prior thereto of the following conditions:
5.1 Truth of Representations and Warranties. The
representations and warranties made by the Private Company in this Agreement
or given on its behalf hereunder shall be substantially accurate in all
material respects on and as of the Closing Date with the same effect as though
such representations and warranties had been made or given on and as of the
Closing Date.
5.2 Performance of Obligations and Covenants. The Private
Company shall have performed and complied with all obligations and covenants
required by this Agreement to be performed or complied with by it prior to or
at the Closing.
5.3 Officer's Certificate. The Purchaser shall have been
furnished with a certificate (dated as of the Closing Date and in form and
substance reasonably satisfactory to the Purchaser), executed by an executive
officer of the Private Company, certifying to the fulfillment of the
conditions specified in subsections 5.1 and 5.2 hereof.
5.4 No Litigation or Proceedings. There shall be no litigation
or any proceeding by or before any governmental agency or instrumentality
pending or threatened against any party hereto that seeks to restrain or
enjoin or otherwise questions the legality or validity of the transactions
contemplated by this Agreement or which seeks substantial damages in respect
thereof.
5.5 No Material Adverse Change. As of the Closing Date there
shall not have occurred any material adverse change, financially or otherwise,
which materially impairs the ability of the Private Company to conduct its
business or the earning power thereof on the same basis as in the past.
5.6 Shareholders' Approval. The holders of not less than a
majority of the outstanding common stock of the Purchaser shall have voted for
authorization and approval of this Agreement and the transactions contemplated
hereby.
5.7 Shareholders' Execution of Subscription Agreement. Each of
the Shareholders shall have duly executed and delivered a Subscription
Agreement in the form as set forth in Schedule "B" as of the Closing Date.
6. Conditions Precedent to Obligations of the Private Company.
Each and every obligation of the Private Company to be performed on the Closing
Date shall be subject to the satisfaction prior thereto of the following
conditions:
6.1 Truth of Representations and Warranties. The
representations and warranties made by the Purchaser in this Agreement or
given on its behalf hereunder shall be substantially accurate in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of the Closing
Date.
6.2 Performance of Obligations and Covenants. The Purchaser
shall have performed and complied with all obligations and covenants required
by this Agreement to be performed or complied with by it prior to or at the
Closing.
6.3 Officer's Certificate. The Private Company shall have been
furnished with a certificate (dated as of the Closing Date and in form and
substance reasonably satisfactory to the Private Company), executed by an
executive officer of the Purchaser, certifying to the fulfillment of the
conditions specified in subsections 6.1 and 6.2 hereof.
6.4 No Litigation or Proceedings. There shall be no litigation
or any proceeding by or before any governmental agency or instrumentality
pending or threatened against any party hereto that seeks to restrain or
enjoin or otherwise questions the legality or validity of the transactions
contemplated by this Agreement or which seeks substantial damages in respect
thereof.
6.5 No Material Adverse Change. As of the Closing Date there
shall not have occurred any material adverse change, financially or otherwise,
which materially impairs the ability of the Purchaser to conduct its business.
6.6 No Liabilities. As of the Closing Date the Purchaser shall
not have aggregate liabilities in excess of $1,000.
7. New Director. Upon and as a condition of Closing this
Agreement:
7.1 At Closing Howard M. Oveson shall tender his resignation as
an officer and director of the Purchaser effective at the completion of
Closing. The remaining two directors of the Purchaser shall appoint Marion
Robert Rice as a director to fill the vacancy created by the resignation of
Mr. Oveson and shall elect him as the president and CEO of the Purchaser
effective as of the completion of Closing. Prior to Closing the Private
Company will furnish material information of Mr. Rice. Purchaser reserves the
right to refuse to cause the appointment of Mr. Rice as a director of
Purchaser if, after review of the foregoing information concerning him, it is
the opinion of Purchaser that the appointment of such person would not be in
the best interests of Purchaser.
7.2 The Private Company reserves the right to terminate this
Agreement if Mr. Rice is not appointed as set forth above.
8. Closing.
8.1 Time and Place. The Closing of this transaction ("Closing")
shall take place at 57 West 200 South, Suite 310, Salt Lake City, Utah, at
10:00 am, on September 23, 1999, or at such other time and place as the
parties hereto shall agree upon. Such date is referred to in this Agreement
as the "Closing Date."
8.2 Documents To Be Delivered by the Private Company. At the
Closing the Private Company shall deliver to the Purchaser the following
documents:
a. Executed copies of Schedule "B" executed by all of the
shareholders of the Private Company and the certificates for the number of
shares of common stock of the Private Company in the manner and form required
by subsection 1.1 hereof.
b. A stock certificate in the name of the Purchaser
representing all of the outstanding shares of stock of the Private Company.
c. The certificate required pursuant to subsection 5.3
hereof.
d. A certificate of good standing from the State of Nevada
dated not more than twenty days prior to Closing.
e. A signed consent and/or minutes of the Private Company's
directors and shareholders approving this Agreement and each matter to be
approved under this Agreement.
f. Such other documents of transfer, certificates of
authority, and other documents as the Purchaser may reasonably request.
8.3 Documents To Be Delivered by the Purchaser. At the Closing
the Purchaser shall deliver to the Private Company the following documents:
a. Certificates for the number of shares of common stock of
the Purchaser as determined in subsection 1.2 hereof.
b. The certificate required pursuant to subsection 6.3
hereof.
c. A certificate of good standing from the State of Nevada
dated not more than twenty days prior to Closing.
d. A signed consent and/or minutes of the Purchasers's
directors and shareholders approving this Agreement and each matter to be
approved under this Agreement.
e. Such other documents of transfer, certificates of
authority, and other documents as the Private Company may reasonably request.
9. Termination. This Agreement may be terminated by the
Purchaser or the Private Company by notice to the other if, (i) at any time
prior to the Closing Date any event shall have occurred or any state of facts
shall exist that renders any of the conditions to its or their obligations to
consummate the transactions contemplated by this Agreement incapable of
fulfillment, or (ii) on October 15, 1999, if the Closing shall not have
occurred. Following termination of this Agreement no party shall have liability
to another party relating to such termination, other than any liability
resulting from the breach of this Agreement by a party prior to the date of
termination.
10. Miscellaneous.
10.1 Notices. All communications provided for herein shall be
in writing and shall be deemed to be given or made when served personally or
when deposited in the United States mail, certified return receipt requested,
addressed as follows, or at such other address as shall be designated by any
party hereto in written notice to the other party hereto delivered pursuant to
this subsection:
Purchaser: Howard M. Oveson, President
57 West 200 South
Suite 310
Salt Lake City, UT 84101
With Copy to: Ronald N. Vance, P.C.
Attorney at Law
57 West 200 South
Suite 310
Salt Lake City, UT 84101
Private Company Marion Robert Rice, President
201 East Main
Brady, TX 78625
With Copy to: Steven Wadsworth
Attorney at Law
201 East Main
Brady, TX 78625
10.2 Default. Should any party to this Agreement default in any
of the covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable attorney's fee,
which may arise or accrue from enforcing this Agreement, or in pursuing any
remedy provided hereunder or by the statutes of the State of Utah.
10.3 Assignment. This Agreement may not be assigned in whole or
in part by the parties hereto without the prior written consent of the other
party or parties, which consent shall not be unreasonably withheld.
10.4 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, their heirs,
executors, administrators, successors and assigns.
10.5 Partial Invalidity. If any term, covenant, condition, or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant,
condition, or provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law.
10.6 Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all negotiations, representations, prior discussions,
letters of intent, and preliminary agreements between the parties hereto
relating to the subject matter of this Agreement.
10.7 Interpretation of Agreement. This Agreement shall be
interpreted and construed as if equally drafted by all parties hereto.
10.8 Survival of Covenants, Etc. All covenants,
representations, and warranties made herein to any party, or in any statement
or document delivered to any party hereto, shall survive the making of this
Agreement and shall remain in full force and effect until the obligations of
such party hereunder have been fully satisfied.
10.9 Further Action. The parties hereto agree to execute and
deliver such additional documents and to take such other and further action as
may be required to carry out fully the transactions contemplated herein.
10.10 Amendment. This Agreement or any provision hereof may not
be changed, waived, terminated, or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.
10.11 Full Knowledge. By their signatures, the parties
acknowledge that they have carefully read and fully understand the terms and
conditions of this Agreement, that each party has had the benefit of counsel,
or has been advised to obtain counsel, and that each party has freely agreed
to be bound by the terms and conditions of this Agreement.
10.12 Headings. The descriptive headings of the various
sections or parts of this Agreement are for convenience only and shall not
affect the meaning or construction of any of the provisions hereof.
10.13 Counterparts. This Agreement may be executed in two or
more partially or fully executed counterparts, each of which shall be deemed
an original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Agreement
and Plan of Reorganization as of the day and year first above written.
PURCHASER: Center Star Gold Mines, Inc.
By /s/ Howard M. Oveson, President
PRIVATE COMPANY: Link.com, Inc.
By /s/ Marion Robert Rice, President
SCHEDULE "A"
TO THE
AGREEMENT AND PLAN OF REORGANIZATION
NO. OF SHARES OF NO. OF SHARES OF
NAME OF THE PRIVATE COMPANY THE PURCHASER
SHAREHOLDER TO BE TRANSFERRED TO BE ISSUED
Marion Robert Rice 8,501 15,895,013
Andrew Wade McBee 5,750 10,752,509
Donnie Deshotels 2,887 5,399,630
Dee Dee Deshotels 2,887 5,399,630
Sheila Hemphill 3,750 7,012,506
Phil White 1,225 2,290,752
TOTAL 25,000 46,750,040
