UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 (F) OR 15(D)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Event Requiring Report: May 1, 1998
FLEXWEIGHT CORPORATION
(Exact Name of Registrant as Specified on its Charter)
0-9476 48-0680109
(Commission File Number) (IRS Employer Identification Number)
KANSAS
(State or Other Jurisdiction of Incorporation or Organization)
1946 Plateau Way
Wendover, NV 89883
(Address of Principal Executive Offices)
(702) 664-3484
(Registrant's Telephone Number, Including Area Code)
<PAGE>
- --------------------------------------------------------------------------------
ITEM 5. OTHER EVENTS
- --------------------------------------------------------------------------------
On May 1, 1998, Flexweight Corporation (the "Company") entered into a
Reorganization Agreement (the "Agreement") with its wholly owned subsidiary,
FLEX Holdings ("FLEX") and Oasis Hotel, Resort & Casino -III, Inc. ("Oasis").
Under the Agreement, FLEX is to merge into Oasis and Oasis will be the surviving
entity as a wholly owned subsidiary of the Company. All outstanding shares of
Oasis will be converted into shares of the Company and there will be no changes
in or amendments to the Articles of Incorporation or Bylaws of Oasis. The
executed Agreement and Plan of Merger are on file at the principal place of
business of the surviving corporation (Oasis), 1946 Plateau Way, Wendover,
Nevada 89883. They shall become effective upon filing of the Articles of Merger
for FLEX and for Oasis with the Nevada Secretary of State.
The directors and officers of Oasis will remain after the merger and they are
also replacing the current directors and officers of the Company. Walter
Sanders, Sonny Longson and Richard Capri are Directors of the Company and of
Oasis and Walter Sanders is President, Richard Capri is Secretary/Treasurer and
Sonny Longson is Vice President of each of the two entities.
The transaction has been approved by majority vote of the shareholders of FLEX
and of Oasis and a unanimous vote of their boards of directors and the board of
directors of the Company. See Exhibit A - Press Release of May 11, 1998 and
Exhibit B - Reorganization Agreement of May 1, 1998.
SIGNATURE
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.
Dated: May 14, 1998
Flexweight Corporation
By:_/s/Walter Sanders ______
Walter Sanders, President
PRESS RELEASE
Flexweight Corporation For More Information Contact:
1946 Plateau Way
Wendover, NV 89883 Walter G. Sanders
OTC Bulletin Board Symbol: "FXWA" Phone: (702) 664-3484 Fax: (702) 664-2331
FOR IMMEDIATE RELEASE
Flexweight Corporation Announces Reorganization
with Oasis Hotel, Resort & Casino - III,
Inc.
Salt Lake City, Utah, May 11, 1998 - The Board of directors of
Flexweight Corporation ("Flexweight" or the "Company") announced today that it
has entered into a Reorganization Agreement ("Agreement") with Oasis Hotel,
Resort & Casino - III, Inc. ("Oasis").
According to the terms of the Agreement, approximately 3,010,000
restricted shares of Flexweight Common Stock will be issued in exchange for all
of the outstanding shares of Oasis. Oasis will merge into Flex Holdings, Inc. -
a wholly owned subsidiary of Flexweight - in a tax free transaction known as a
reverse triangular merger. Oasis will survive as a wholly owned subsidiary of
Flexweight.
In connection with the transaction, the current officers and board of
directors of Flexweight which consists of Tammy Gehring, President; Cliff
Halling, Vice President; and BonnieJean Tippetts, Secretary and Treasurer will
resign and be replaced by the current board of Oasis which will include Walter
G. Sanders, President; Sonny Longson, Vice-President, and Richard Capri,
Secretary and Treasurer. Also as part of the transaction, two advisory firms --
Park Street Investments, Inc. and Hudson Consulting Group will be receiving a
total of 698,000 of Flexweight Common Stock registered on Form S-8.
Additionally, four of Flexweight's current and past officers and directors will
each receive 500 shares. Immediately after the transaction, Flexweight will
therefore have a total of 3,759,625 Common Stock shares issued and outstanding.
Oasis is a development stage company formed for the purpose of acquiring
and developing a Hotel and Casino in Oasis, Nevada. Its President, Walter
Sanders, has over 30 years of experience in real estate development, engineering
and construction. In addition, Mr. Sanders is a licensed pilot and has arranged
air service programs for numerous Casinos. Currently Mr. Sanders is serving as
Mayor of
<PAGE>
West Wendover, Nevada - a gambling, entertainment and recreation destination
located on the border of Utah and Nevada. Sonny Longson - Oasis's Vice-President
- - managed the Silversmith Hotel and Casino in Wendover, Nevada and Jim's
Enterprises for over 20 years and Richard Capri - Oasis' Secretary and Treasurer
- - has over 20 years experience in construction and real estate development of
casinos, hotels and mulit-family housing and other commercial complexes.
Oasis has entered in an agreement to acquire 20 acres of property in
Elko County, Nevada from an associate of a Flexweight shareholder. The property
is located near a four way interchange on I-80 and highway 233. The property
consists of a gas station and convenience store that are currently
non-operating, and several other small structures. Management of Oasis envisions
remodeling the existing structures and creating a 10,000 square foot Casino with
over 500 slot machines and several gambling tables. Other projects are proposed
to follow upon completion of this first phase.
In April, Flexweight shareholders voted on a number of corporate
actions including the appointments of the current Flexweight directors; an
increase in the Company's authorized Common stock to 25,000,000 million shares;
a 100 to one reverse split of its Common Stock outstanding, and appointment of
Jones, Jensen as the Company's auditors.
The Reorganization Agreement calls for, among other things, that Oasis
produce a detailed feasibility study and business plan within 30 days and
audited financial statements within 60 days. Additionally, the transaction will
be subject to filing of a certificate of merger by Flex Holdings and Oasis. The
transaction has been approved by majority vote of the shareholders of Flex
Holdings and Oasis and unanimous vote of their board of directors and the board
of directors of Flexweight. Shareholder approval by Flexweight shareholders will
not be necessary. Shareholders of all the companies mentioned herein may contact
the Company directly for additional information and receive a copy of the plan
of merger at no cost.
NOTE: Certain statements in this press release consist of
forward-looking statements that involve risks and uncertainties, including the
Company's ability to successfully acquire the Elko, County property, obtain a
gambling license, construct a Casino, regulatory developments and other risks
associated with the Hotel and Casino business.
REORGANIZATION AGREEMENT
THIS REORGANIZATION AGREEMENT entered into this 1st day of May, 1998 by,
between and among Flexweight Corporation ("FLEX"), a Kansas corporation, FLEX
Holdings, Inc. ("FLEX Holdings"), a Nevada Corporation that is a wholly-owned
subsidiary of FLEX and Oasis Hotel, Resort & Casino - III, Inc., a Nevada
Corporation ("OASIS").
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. Merger. FLEX agrees to cause to be organized, a wholly-owned subsidiary
known as FLEX Holdings (a Nevada Corporation). At such time as FLEX
Holdings has been organized and is, in the opinion of FLEX, permitted
by law to execute an acceptance of this Agreement, the board of
directors of FLEX Holdings shall adopt resolutions authorizing the
execution and delivery of the form of plan of merger (Exhibit "A") for
the purpose of a merger of FLEX Holdings with and into OASIS as the
surviving corporation. On adoption of such resolutions and in
consideration of the execution and delivery of this Agreement by OASIS,
FLEX and FLEX Holdings, OASIS shall survive the merger with FLEX
Holdings and become a wholly-owned subsidiary of FLEX.
2. Exchange of Shares. Subject to all the terms and conditions of this
Agreement, all of the OASIS Common Stock outstanding on the date of
closing, as defined later in this Agreement, shall be converted into
3,010,000 shares of FLEX Common Stock (the "Exchanged Stock" or
"Exchanged Shares"). At Closing, the Exchanged Stock shall be issued to
the OASIS stockholders (the "OASIS Stockholders" or "OASIS
Shareholders") thereof in proportion to their interests as they appear
on the books and records of OASIS (Exhibit "B") and the OASIS
Stockholders shall surrender to FLEX, the certificates representing the
OASIS Common Stock which shall be canceled, and all rights in respect
thereof shall cease. The shares of Exchanged Stock issued pursuant to
this Section and the merger shall be, when issued, legally issued,
fully paid, and non-assessable. The merger shall become effective at
the time Articles of Merger are filed with the Secretary of State of
the state of Nevada, and shall have the effect set forth in the
corporation law of the State of Nevada.
a. As the surviving corporation, OASIS may take any action in the
name and on behalf of either FLEX Holdings or OASIS in order
to carry out and effectuate the transactions contemplated by
this Agreement.
b. The directors and officers of OASIS (Exhibit "C") immediately
prior to the merger will remain the directors and officers of
OASIS after the merger and shall further replace the current
directors and officers of FLEX and FLEX Holdings (Exhibit
"D").
c. The Articles of Incorporation of OASIS in effect immediately
prior to the merger will remain the Articles of Incorporation
after the merger, without any modification or amendment as a
result of the merger.
d. The Bylaws of OASIS in effect immediately prior to the merger
will remain the Bylaws after the merger, without any
modification or amendment as a result of the merger.
3. Exemption from Registration. The parties hereto intend that the
Exchanged Shares shall be exempt from the registration requirements of
the Securities Act of 1933, as amended (the " 1933 Act"), pursuant to
Section 4(2) of the 1933 Act and the rules and regulations promulgated
thereunder and exempt from the registration requirements of the
applicable states. In furtherance thereof, the OASIS Shareholders will
execute and deliver to FLEX at Closing, investment letters suitable to
FLEX counsel, in form substantially as per Exhibit "E" attached hereto.
Page -1-
<PAGE>
4. Non-taxable Transaction. The parties intend to effect this transaction
as a non-taxable reorganization.
5. Warranties and Representations of OASIS In order to induce FLEX and
FLEX Holdings to enter into this Agreement and to complete the
transaction contemplated hereby, OASIS warrants and represents to FLEX
and FLEX Holdings that:
a. Organization and Standing. OASIS is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Nevada, is qualified to do business with
a foreign corporation in every other state or jurisdiction in
which it operates to the extent required by the laws of such
states and jurisdictions, and has full power and authority to
carry on its business as now conducted and to own and operate
its assets, properties and business. Attached hereto as
Exhibit "F" are true and correct copies of OASIS's Certificate
of Incorporation, Amendments thereto and all current By-laws.
No changes thereto will be made in any of the Exhibit "F"
documents before Closing.
b. Capitalization. As of Closing, OASIS's entire authorized
equity capital consists of 20,000,000 shares of Common Stock,
of which 3,010,000 shares of Common Stock will be outstanding
as of the Closing and 5,000,000 shares of Preferred Stock of
which there are no shares issued and outstanding. As of
Closing, there will be no other voting or equity securities
authorized or issued, nor any authorized or issued securities
convertible into voting stock, and no outstanding
subscriptions, warrants, calls, options, rights, commitments
or agreements by which OASIS is bound, calling for the
issuance of any additional shares of Common Stock of any other
voting or equity security. The OASIS's Common Shares
constitute 100% of the equity capital of OASIS, which
includes, inter alia, 100% of OASIS's voting power, right to
receive dividends, when, and if declared and paid, and the
right to receive the proceeds of liquidation attributable to
Common Stock, if any. From the date hereof, and until the
Closing Date, no dividends or distributions of capital,
surplus, or profits shall be paid or declared by OASIS in
redemption of their outstanding shares or otherwise, and
except as described herein no additional shares shall be
issued by said corporation.
c. Ownership of OASIS Shares As of the date hereof, the OASIS
Stockholders are the sole owners of the OASIS's Common Shares,
free and clear of all liens, encumbrances and restrictions of
any nature whatsoever, except by reason of the fact that the
OASIS's Common Shares will not have been registered under the
1933 Act, or any applicable State Securities Laws.
d. Taxes. Within the times and in the manner prescribed by law,
OASIS has filed all federal, state and local income or other
tax returns and reports that it is required to file with all
governmental agencies and has paid or accrued for payment all
taxes as shown on such returns, such that a failure to file,
pay or accrue will not have a material adverse effect on
OASIS.
e. No Pending Actions. To the best of OASIS's knowledge, after
diligent inquiry, there are no legal actions, lawsuits,
proceedings or investigations, either administrative or
judicial, pending or threatened against or affecting OASIS, or
against any of OASIS's officers or directors that arise out of
their operation of OASIS, nor is OASIS in violation of any
Federal or State law, material ordinance or regulation of any
kind whatever, including, but not limited to laws, rules and
regulations governing the sale of its products, services or
securities. OASIS is not an investment company as defined in
or otherwise subject to regulation under, the Investment
Company Act of 1940.
Page -2-
<PAGE>
f. Ownership of Assets. OASIS has good, marketable title, without
any liens or encumbrances of any nature whatever, to all of
the following: its assets, properties and rights of every type
and description, including, without limitation, all cash on
hand and in banks, certificates of deposit, stocks, bonds, and
other securities, goodwill, customer lists, its corporate name
and all variants thereof, trademarks and trade names,
copyrights and interests thereunder, licenses and
registrations, pending licenses and permits and applications
therefor, inventions, processes, know-how, trade secrets, real
estate and interests therein and improvements thereto,
machinery, equipment, vehicles, notes and accounts receivable,
fixtures, rights under agreements and leases, franchises, all
rights and claims under insurance policies and other contracts
of whatever nature, rights in funds of whatever nature, books
and records and all other property and rights of every kind
and nature owned or held by OASIS as of this date, and will
continue to hold such title on and after the completion of the
transactions contemplated by this Agreement; and, except in
its ordinary course of business, OASIS has not disposed of any
such asset since the date of the most recent balance sheet
described herein.
g. Subsidiaries. OASIS has no subsidiaries and owns no interest
in other enterprises.
h. No Interest in Suppliers, Customers, Landlords or Competitors.
No member of the family of any of OASIS's Stockholders or
employees has any interest of any nature whatever in any
supplier, customer, landlord or competitor of OASIS.
i. No Debt Owed by OASIS. Except as set forth in Exhibit "K",
OASIS does not owe any money, securities, or property to any
member of the family of any of OASIS's Stockholders or
employees either directly or indirectly. To the extent that
OASIS may have any undisclosed liability to pay any sum or
property to any such person or entity or any member of their
families, such liability is hereby forever irrevocably
released and discharged. OASIS does not have any material
debt, liability or obligation of any nature, whether accrued,
absolute, contingent or otherwise, and whether due or to
become due, that is not reflected in the balance sheet of
OASIS included hereto. OASIS does not now have, nor will it
have on the Closing Date any pension plan, profit-sharing
plan, or stock purchase plan for any of its employees or
certain options to proposed executive officers.
j. Corporate Records. All of OASIS's books and records,
including, without limitation, its books of account, corporate
records, minute book, stock certificate books and other
records are up-to-date, complete and reflect accurately and
fairly the conduct of its business in all material respects
since its date of incorporation.
k. OASIS Financial Statements. Within 60 days from the date of
this Agreement, OASIS will provide to the approval of FLEX,
audited financial statements for OASIS for the period ended
April 30, 1998 prepared in accordance with generally accepted
accounting principles in the United States ("GAAP") (or as
permitted by regulation S-X, S-B and/or the rules promulgated
under the 1933 Act and the 1934 Act and audited by independent
certified public accountants with substantial SEC experience).
l. Conduct of Business. Prior to Closing, the OASIS Shareholders
represent that OASIS shall conduct its business in the normal
course. OASIS shall not amend its Articles of Incorporation ,
as the case may be, or Bylaws (except as may be described in
this Agreement), declare dividends, redeem securities, incur
additional or newly-funded liabilities outside the ordinary
course of business, acquire or dispose of fixed assets, change
employment terms, enter into any material or long-term
contract, guarantee obligations of any third party, settle or
discharge any balance sheet receivable for less than its
stated amount, pay more on any liability than its stated
amount, or enter into any other transaction without the prior
approval of FLEX, not to be unreasonably withheld.
Page -3-
<PAGE>
m. Corporate Summary. Within 30 days from the date of this
Agreement, OASIS will provide to the approval of FLEX, a
feasibility study and business plan to be attached hereto as
Exhibit "M", which accurately describes OASIS's business,
assets, proposed operations and management.
6. Warranties and Representations of FLEX. In order to induce OASIS to
enter into this Agreement and to complete the transaction contemplated
herein, FLEX warrants and represents to OASIS that:
a. Organization and Standing. FLEX is a corporation duly
organized, validly existing and in good standing under the
laws of Kansas, is qualified to do business as a foreign
corporation in every other state in which it operates to the
extent required by the laws of such states, and has full power
and authority to carry on its business as now conducted and to
own and operate its assets, properties and business. Attached
hereto as Exhibit "N" are true and correct copies of FLEX's
Certificate of Incorporation, Amendments thereto and all
current By-laws. No changes thereto will be made in any of the
Exhibit "N" documents before Closing.
b. Capitalization. FLEX's entire authorized equity capital
consists of 25,000,000 shares of voting Common Stock, $0.10
par value. As of the Closing, but immediately prior to the
reorganization contemplated herein, FLEX shall have a total of
49,625 shares of its Common Stock issued and outstanding.
After giving effect to the 700,000 shares to be issued to
consultants (Exhibit "O"), pursuant to a S-8 Registered
offering under the 1933 Act, and the 3,010,000 shares of
restricted stock issued to OASIS, pursuant to the
Reorganization, there will be a total of 3,759,625 shares of
FLEX issued and outstanding. Upon such issuance, all of the
FLEX Common Stock will be validly issued fully paid and
non-assessable. The relative rights and preferences of FLEX's
equity securities are set forth in FLEX's Articles of
Incorporation, Amendments thereto and all current By-laws
(Exhibit "N"). Except as set forth in Exhibit "Q", there are
no voting or equity securities convertible into voting stock,
and no outstanding subscriptions, warrants, calls, options,
rights, commitments or agreements by which FLEX is bound,
calling for the issuance of any additional shares of Common
Stock or any other voting or equity security. Accordingly, as
of the Closing the 3,010,000 shares being issued to the OASIS
Stockholders will constitute approximately 80.0% of the total
outstanding shares of FLEX, which includes inter alia, that
same percentage of FLEX's voting power, right to receive
dividends, when, as and if declared and paid, and the right to
receive the proceeds of liquidation attributable to Common
Stock, if any. The shares issued to consultants and the 49,625
shares previously issued, will constitute approximately 20.0%
of the total outstanding shares of FLEX after the
reorganization. All of the 49,625 previously issued shares of
FLEX Corporation were issued pursuant to valid exemptions from
registration under the 1933 Act.
c. Ownership of Shares. By FLEX's issuance of the FLEX Common
Shares to the OASIS Stockholders pursuant to this Agreement,
the OASIS Stockholders will thereby acquire good and absolute
marketable title thereto, free and clear of all liens,
encumbrances and restrictions of any nature whatsoever, except
by reason of the fact that such FLEX Common Shares will not
have been registered under the 1933 Act or any state
securities laws and will be subject to the resale terms under
the investment letter (Exhibit "E").
d. Taxes. At or before Closing, FLEX will have filed all federal,
state and local income or other tax returns and reports that
it is required to file with all governmental agencies and has
paid all taxes as shown on such returns. All of such returns
are true and complete.
Page -4-
<PAGE>
e. No Pending Actions. To the best of FLEX's knowledge, after
diligent inquiry, there are no legal actions, lawsuits,
proceedings or investigations, either administrative or
judicial, pending or threatened against or affecting FLEX, or
against any of FLEX's officers or directors that arise out of
their operation of FLEX, nor is FLEX in violation of any
Federal or State law, material ordinance or regulation of any
kind whatever, including, but not limited to laws, rules and
regulations governing the sale of its products, services or
securities. FLEX is not an investment company as defined in or
otherwise subject to regulation under, the Investment Company
Act of 1940.
f. Filings with the Securities and Exchange Commission "SEC".
FLEX has made all filings with the SEC that it has been
required to make under the Securities Act and the Securities
Exchange Act of 1934 (the "Exchange Act")(collectively, the
"Public Reports"). Each of the Public Reports has complied
with the Securities Act and the Exchange Act in all material
respects. None of the Public Reports, as of their respective
dates, currently contain or have contained any untrue
statement of a material fact or omitted to state a material
fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made,
false or misleading.
g. Corporate Records. All of FLEX's books and records, including
without limitation, its book of account, corporate records,
minute book, stock certificate books and other records are
up-to-date, complete and reflect accurately and fairly the
conduct of its business in all respects since its date of
incorporation. All of said books and records will be delivered
to OASIS at Closing.
7. Warranties and Representations of FLEX Holdings. In order to induce
OASIS to enter into this Agreement and to complete the transaction
contemplated herein, FLEX Holdings warrants and represents to OASIS
that:
a. Organization and Standing. FLEX Holdings is a corporation duly
organized, validly existing and in good standing under the
laws of Nevada, is qualified to do business as a foreign
corporation in every other state in which it operates to the
extent required by the laws of such states, and has full power
and authority to carry on its business as now conducted and to
own and operate its assets, properties and business. Attached
hereto as Exhibit "P" are true and correct copies of FLEX
Holdings's Certificate of Incorporation, Amendments thereto
and all current By-laws. No changes thereto will be made in
any of the Exhibit "P" documents before Closing.
b. Capitalization. FLEX Holdings entire authorized equity capital
consists of 20,000,000 shares of voting Common Stock and
5,000,000 shares of Preferred Stock, both $0.001 par value. As
of the Closing, but immediately prior to the reorganization
contemplated herein, FLEX Holdings shall have a total of 100
shares of its Common Stock issued and outstanding owned 100%
by FLEX free and clear of all liens, encumbrances and
restrictions of any nature whatsoever, except by reason of the
fact that such FLEX Holdings shares will not have been
registered under the 1933 Act or any state securities laws..
The FLEX Holdings shares owned by FLEX are validly issued
fully paid and non- assessable. The relative rights and
preferences of FLEX Holding's equity securities are set forth
in FLEX Holding's Articles of Incorporation, Amendments
thereto and all current By-laws (Exhibit "P"). There are no
other voting or equity securities convertible into voting
stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which FLEX
Holdings is bound, calling for the issuance of any additional
shares of Common Stock or any other voting or equity security.
Accordingly, as of the Closing the 100 shares of FLEX Holdings
owned by FLEX constitutes 100% of the total outstanding shares
of FLEX Holdings, which includes inter alia, that same
percentage of FLEX's voting power, right to receive dividends,
when, as
Page -5-
<PAGE>
and if declared and paid, and the right to receive the
proceeds of liquidation attributable to Common Stock, if any.
c. Taxes. At or before Closing, FLEX Holdings will have filed all
federal, state and local income or other tax returns and
reports that it is required to file with all governmental
agencies and has paid all taxes as shown on such returns. All
of such returns are true and complete.
d. No Pending Actions. To the best of FLEX Holding's knowledge,
after diligent inquiry, there are no legal actions, lawsuits,
proceedings or investigations, either administrative or
judicial, pending or threatened against or affecting FLEX
Holdings , or against any of FLEX Holding's officers or
directors that arise out of their operation of FLEX Holdings,
nor is FLEX Holdings in violation of any Federal or State law,
material ordinance or regulation of any kind whatever,
including, but not limited to laws, rules and regulations
governing the sale of its products, services or securities.
FLEX Holdings is not an investment company as defined in or
otherwise subject to regulation under, the Investment Company
Act of 1940.
e. Corporate Records. All of FLEX Holdings books and records,
including without limitation, its book of account, corporate
records, minute book, stock certificate books and other
records are up-to-date, complete and reflect accurately and
fairly the conduct of its business in all respects since its
date of incorporation. All of said books and records will be
delivered to OASIS at Closing.
8. No Misleading Statements or Omissions. Neither this Agreement nor any
Exhibit, Schedule or Documents attached hereto or presented to FLEX and
FLEX Holdings by OASIS or to OASIS by FLEX and FLEX Holdings in
connection herewith, contains any materially misleading statement, or
omits any fact of statement necessary to make the other statements or
facts therein set forth not materially misleading.
9. Validity of this Agreement. By Closing, all corporate and other
proceedings required to be taken by OASIS, FLEX Holdings and FLEX in
order to enter into and to carry out this Agreement will have been duly
and properly taken. This Agreement has been duly executed by OASIS,
FLEX Holdings and FLEX and constitutes the valid and binding obligation
of each of them and shall inure to the benefit of the heirs, executors,
administrators and assigns of the OASIS Shareholders and upon the
successors and assigns of FLEX and FLEX Holdings, except to the extent
limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or effecting generally the
enforcement of creditors rights. The execution and delivery of this
Agreement and the carrying out of its purposes will not result in the
breach of any of the terms or conditions of, or constitute a default
under or violate the parties Certificate of Incorporation and Amendment
thereto or document of undertaking, oral or written, to which the
parties are a party to or is bound or may be affected by, nor will such
execution, delivery and carrying out violate any order, writ,
injunction, decree, law, rule or regulation of any court, regulatory
agency or other governmental body; and the business now conducted by
the parties can continue to be so conducted after completion of the
transaction contemplated hereby, with OASIS as a wholly- owned
subsidiary of the FLEX resulting from the reorganization between FLEX,
FLEX Holdings and OASIS.
10. Enforceability of this Agreement. When duly executed and delivered,
this Agreement and the Exhibits hereto, which are incorporated herein
and made a part hereof, are legal, valid, and enforceable by the
parties hereto. according to their terms, except to the extent limited
by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws relating to or effecting generally the enforcement of
creditors rights.
Page -6-
<PAGE>
11. Access to Books and Records. During the course of this transaction and
up until Closing, FLEX and OASIS agree to make available for inspection
all corporate books, records and assets, and otherwise afford to each
other and their respective representatives, reasonable access to all
documentation and other information concerning the business, financial
and legal conditions of each other for the purpose of conducting a due
diligence investigation thereof. Such due diligence investigation shall
be for the purpose of satisfying each party as to the business,
financial and legal condition of each other for the purpose of
determining the desireability of consummating the proposed
Reorganization. FLEX and OASIS further agree to keep confidential and
not use for their own benefit, except in accordance with this
Reorganization Agreement, any information or documentation obtained in
connection with any such investigation.
12. Indemnification. All representations, warranties, covenants and
agreements made herein and in the Exhibits attached hereto shall
survive the execution and delivery of this Agreement and payment
pursuant thereto. The officers and directors of the parties hereto
hereby agree, jointly and severally, to indemnify, defend, and hold the
other harmless from and against any damage, loss liability, or expense
(including, without limitation, reasonable expenses of investigation
and reasonable attorney's fees) arising out of any material breach of
any representation, warranty, covenant, or agreement made by the
officers and directors of the other parties to this Agreement.
13. Restricted Shares; Legend. All of the FLEX Common Shares issued to the
OASIS Stockholders herein will be "restricted securities" as defined in
Rule 144 under the 1933 Act; and each stock certificate issued to the
OASIS stockholders hereunder will bear the usual restrictive legend to
such effect. Appropriate Stop Transfer instructions will be given to
FLEX's stock transfer agent.
14. No Reverse Split. As a material term hereto and a condition to FLEX
entering into this Agreement, OASIS and the OASIS Shareholders agree
that for a period of twelve (12) months from the date of Closing, there
will be no reorganizations, recapitalizations or reverse stock splits
which would have a dilutive effect on the pre-acquisition shareholders
of FLEX, without the prior written consent of the existing directors of
FLEX as of the date of this Agreement.
15. Expenses. Each of the Constituent Corporations shall bear and pay all
costs and expenses incurred by it or on its behalf in connection with
the consummation of this Agreement, including, without limiting the
generality of the foregoing, fees and expenses of financial
consultants, accountants and counsel and the cost of any documentary
stamps, sales and excise taxes which may be imposed upon or be payable
in respect to the transaction.
16. Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at 1:00 P.M. on the day after all parties
have supplied the required documents and obtained the required
approvals as discussed herein except that OASIS shall have until 60
days from the date of this Agreement to obtain the financial statements
as discussed herein. Closing shall take place at the offices of 268
West 400 South, Salt Lake City, Utah 84101 or such other date and place
as the parties hereto shall agree upon or by FAX and Federal Express.
17. Deliveries. At the Closing, the OASIS Shareholders as listed on Exhibit
"B" attached hereto shall deliver certificates representing the OASIS
shares to FLEX for cancellation, and FLEX shall deliver either
certificates representing the Exchanged Shares, duly issued to the
OASIS Shareholders as listed on Exhibit "B" attached hereto, or a copy
of a letter from FLEX to its transfer agent, instructing such transfer
agent to issue the certificates representing the FLEX Shares to the
OASIS Shareholders. Additionally, all other documents and items
referred to herein shall be exchanged.
18. Conditions Precedent to Closing.
a. The obligations of OASIS under this Agreement shall be and are
subject to fulfillment, prior to or at the Closing of each of
the following conditions:
Page -7-
<PAGE>
i. That each of the representations and warranties of FLEX
contained herein shall be true and correct at the time of
the Closing date as if such representations and warranties
were made at such time;
ii. That FLEX shall have performed or complied with all
agreements, terms and conditions required by this
Agreement to be performed or complied with by them prior
to or at the time of the Closing;
iii. That OASIS's representations and warranties contained
herein shall be true and correct at the time of Closing
date as if such representations and warranties were made
at such time; and
iv. That OASIS has performed or complied with all agreements,
terms and conditions required by this Agreements to be
performed or complied with by them prior to or at the time
of Closing date.
19. Termination. This Agreement may be terminated at any time before or; at
Closing, by:
a. The mutual agreement of the parties;
b. Any party if:
i. Any provision of this Agreement applicable to a party
shall be materially untrue or fail to be accomplished.
ii. Any legal proceeding shall have been instituted or shall
be imminently threatening to delay, restrain or prevent
the consummation of this Agreement.
iii. There is a materially adverse change in the financial
condition or business operation of the other party.
c. Upon termination of this Agreement for any reason, in
accordance with the terms and conditions set forth in this
paragraph, each said party shall bear all costs and expenses
as each party has incurred and no party shall be liable to the
other.
20. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in entirety.
21. Miscellaneous Provisions. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there
are no other agreements, written or oral, nor may this Agreement be
modified except in writing and executed by all of the parties hereto.
The failure to insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement shall not be deemed a waiver
or relinquishment of such right or power at any other time or times.
22. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Nevada.
23. Notices. All notices, requests, instructions, or other documents to be
given hereunder shall be in writing and sent by registered mail to the
parties at the addresses first appearing herein:
24. Counterparts. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together
shall constitute on and the same binding Agreement, with one
counterpart being delivered to each party hereto.
Page -8-
<PAGE>
IN WITNESS WHEREOF, The foregoing Reorganization Agreement, having been
duly approved and adopted by the Board of Directors, and duly approved and
adopted by the stockholders of the constituent corporations, as required, in the
manner provided by the laws of the State of Nevada, the Chairman of the Board,
the President or the Secretary of said corporations, and the Shareholders of
OASIS do now execute this Reorganization Agreement under the respective seals of
said corporation by the authority of the directors and stockholders of each, as
required, as the act, deed and agreement of each of said corporations.
Flexweight Corporation Oasis Hotel, Resort & Casino - III, Inc.
By: /s/ Tammy Gehring By: /s/ Walt Sanders
Tammy Gehring, President Walt Sanders, President
FLEX Holdings, Inc.
By: /s/ Tammy Gehring
Tammy Gehring, President
Page -9-
<PAGE>
List of Exhibits
Exhibit "A" Plan of Merger.
Exhibit "B" OASIS Stockholders.
Exhibit "C" OASIS officers and directors.
Exhibit "D" FLEX officers and directors.
Exhibit "E" Investment Letters signed by OASIS Stockholders.
Exhibit "F" True and correct copies of OASIS's Certificate
of Incorporation, Amendments thereto and all current By-laws.
Exhibit "K" OASIS's liabilities.
Exhibit "L" OASIS's financial statements.
Exhibit "M" OASIS's Corporate Summary.
Exhibit "N" FLEX's Articles of Incorporation, Amendments thereto
and all current By-Laws.
Exhibit "O" List of Consultants.
Exhibit "P" FLEX Holdings' Articles of Incorporation, Amendments
thereto and all current By-Laws.
Exhibit "Q" FLEX's commitments for issuance of additional shares.
