OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TECFIN CORPORATION
(Name of Issuer)
Common Stock
Title of Class of Securities)
878227-10-7
(CUSIP Number)
Steven Morse, Esq., Lester Morse P.C., 111 Great Neck Rd., Great Neck, NY
11021 (516-487-1446) (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 14, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act ("ACT") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 878227-10-7 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MIC Leasing ID# 13-2962914
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
Shares owned individually by Sanders H. Wallick and James Wallick
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 878227-10-7 Page 4 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sanders H. Wallick - S.S. No.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Services rendered
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES 9,533,333 (assuming the issuance of 4,400,000
BENEFICIALLY shares pursuant to a consulting agreement)
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
9,533,333 (assuming the issuance of 4,400,000
shares pursuant to a consulting
agreement)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,533,333 (assuming the issuance of 4,400,000 shares pursuant to a
consulting agreement)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
Shares owned individually by Sanders H. Wallick and James Wallick
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 878227-10-7 Page 5 of 5 Pages
Item 1. Security and Issuer
This statement relates to the Common Stock of Tecfin Corporation (the
"Issuer"). The Issuer's executive office is located at 107 Northern Boulevard,
Great Neck, NY 11021.
Item 2. Identity and Background
Sanders H. Wallick - Indirect 50% owner of MIC Leasing Corp.
(a) Sanders H. Wallick
(b) 107 Northern Boulevard, Great Neck, NY 11021
(c) CEO of MIC Leasing Corp.
(d) Not applicable.
(e) Not applicable.
(f) U.S.A.
MIC Leasing Corp.
(a) MIC Leasing Corp.
(b) 107 Northern Boulevard, Great Neck, NY 11021
(c) Principal Stockholder
(d) Not applicable.
(e) Not applicable.
(f) New York
Item 3. Source and Amount of Funds or Other Consideration
Not applicable
Item 4. Purpose of Transactions
The purpose of the transaction is a sale of control of
business to Lakewood Management, Inc. and a change in
management as contemplated by the agreement which includes the
resignations of Sanders H. Wallick and James Wallick as
directors of the Company and changes in officers of the
Issuer. Contemporaneously with the sale of control, the Issuer
retained Mr. Sanders H. Wallick as a consultant to the
Company.
<PAGE>
SCHEDULE 13D
CUSIP No. 878227-10-7 Page 6 of 5 Pages
Item 5. Interest in Securities of the Issuer
(a) - (b) As of June 21, 1999, the Issuer has 68,605,721
shares of Common Stock outstanding after giving effect to the
issuance of 4,400,000 shares to Mr. Sanders H. Wallick. Of the
68,605,721 shares of Common Stock, zero shares are owned by
MIC Leasing Corp. and 9,533,333 shares are owned by Mr.
Sanders H. Wallick. Such 9,533,333 shares represent 13.9% of
the outstanding Common Stock. Mr. Sanders H. Wallick has the
sole right to vote and right to dispose of such Common Stock.
(c) On June 14, 1999, MIC Leasing Corp. sold 22,075,834 shares
for $110,000. On the same date, Mr. Sanders H. Wallick, an
executive officer of the Issuer, acquired 4,400,000 shares
from the Issuer pursuant to a consulting agreement approved by
the Issuer's board of directors.
(d) Not Applicable
(e) MIC Leasing Corp. has ceased being a beneficial holder of
more than 5% of the Issuer's Common Stock, but Mr. Sanders H.
Wallick continues to own greater than 5% of the Issuer's
outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer
Sanders H. Wallick and James Wallick, each own 50% of a
corporation that owns 100% of MIC Leasing Corp. Sanders H.
Wallick and James Wallick are executive officers of MIC
leasing Corp. Both Sanders H. Wallick and James Wallick were
directors of the Issuer and on June 14, 1999, they submitted
their resignations as directors. Mr. Wallick, the CEO and
President of the Issuer, agreed to serve as Vice President of
the Issuer for a transition period until July 24, 1999.
Item 7. Materials to be filed as Exhibits
Stock Purchase Agreement, Consulting Agreement and Amendment
thereto
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 22, 1999
Reporting Person: MIC Leasing Corp.
Signature By: /s/ Sanders H. Wallick
Sanders H. Wallick, President
Reporting Person: Sanders H. Wallick
/s/ Sanders H. Wallick
Sanders H. Wallick
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into as of this ______ day of
June, 1999 by and between MIC LEASING CORP., a Delaware corporation, being a
Stockholder of TECFIN CORPORATION, a Delaware corporation (hereinafter referred
to as the "Stockholder") and LAKEWOOD MANAGEMENT, INC., a Florida corporation
(hereinafter referred to as the "Acquiror").
WITNESSETH:
WHEREAS, the Stockholder owns 22,075,834 shares of common stock of Tecfin
Corporation (hereinafter referred to as the "Company") which represents 34.38%
of the issued and outstanding common stock of the Company (the "Company Stock");
and
WHEREAS, the Stockholder desire to sell the aforesaid 22,075,834 shares of
the Company Stock and Acquiror desires to purchase the Company Stock owned by
Stockholder, it being understood that closing of this transaction is subject to
compliance with applicable federal and state securities laws and regulations;
NOW THEREFORE, in consideration of the foregoing, and the mutual promises
and agreements set forth hereinbelow, and other good and valuable consideration,
each to the other paid, receipt and sufficiency of which is hereby acknowledged,
Stockholder and Acquiror hereby covenant and agree as follows:
Section 1. Purchase and Sale of Stock.
1.1. Subject to the terms and conditions set forth in this Agreement,
the Stockholder signatory hereto hereby agrees to sell, transfer, and convey to
Acquiror on the Closing Date, free and clear of all liens, pledges, and
encumbrances of every kind, character and description whatsoever, and Acquiror
agrees to purchase from each Stockholder on the Closing Date, the Company Stock
described hereinabove.
1.2. Subject to the terms of this Agreement, and in reliance the
representations, warranties, and covenants of the Company contained herein, and
in consideration of the conveyance and delivery of the Company Stock referenced
in Section 1.1 hereinabove, Acquiror hereby agrees to pay to Stockholder at
Closing $110,000.00 in the form of a promissory note which shall contain the
following terms and specifications. The promissory note shall provide for
interest on the outstanding balance at the rate of six percent (6%) per annum or
one-half of one percent (0.5%) per month until paid in full. Interest shall
accrue on the outstanding balance and shall be paid on a semi-annually on July 1
and January 1 of each calendar year until maturity. The promissory note shall
mature on July 1, 2001, at which time the entire principal balance plus accrued
interest thereon shall be due and payable in full. The promissory note shall be
in a form and subject to the terms contained in Exhibit 1.2 attached hereto. The
obligation evidenced by the promissory note shall be secured by a personal
guaranty of the obligation from Robert H.
Bartlett.
<PAGE>
1.3 The Company Stock has not been registered under the Securities Act
of 1933, as amended, or any state securities regulatory statute in reliance upon
certain exemptions from registration under said laws. The Company Stock are as
"restricted securities" under SEC Rule 230.144 under the Securities Act of 1933.
Under SEC Rule 230.144, there are substantial restrictions on resale of the
Company Stock. Under SEC Rule 230.144, there are substantial restrictions on
resale of the Acquiror Stock. The Acquiror hereby acknowledges and confirms that
it is a sophisticated and/or accredited investor as defined under the Securities
Act of 1933 and is acquiring the Company Stock for its account only and not with
a view toward resale, distribution, subdivision, or fractionalization, and
further acknowledge and confirm that they have no plans or intentions, and have
not entered into any contract, undertaking, agreement or arrangement for resale,
distribution, subdivision, or fractionalization.
1.4. Each certificate representing the Company Stock issued under the
terms of this Agreement, and any other securities issued in respect of the
shares of Company Stock in connection with any stock split, stock dividend,
recapitalization, merger, consolidation, or similar event (unless such shares
are registered under the Securities Act of 1933), shall be imprinted with and
bear a legend substantially in the following form (in addition to any other
legend required under applicable state corporation or securities laws):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THESE SECURITIES UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Section 2. Closing Date.
2.1. Closing. The purchase and sale provided for in this Agreement
shall be closed on June 14, 1999 (hereinafter referred to as the "Closing") in
the offices of Lester Morse, Esq., Attorney at Law, 111 Great Neck Road, Suite
420, Great Neck, New York 11021 (hereinafter referred to as the "Escrow Agent").
2.2. Delivery by Stockholder at Closing. At Closing, the Stockholder
shall deliver to Acquiror the following documents:
A. Certificates evidencing and representing 22,075,834 shares
of the issued and outstanding Company Stock, all of which is being to sold to
the Acquiror hereunder, duly endorsed in blank or accompanied by stock powers
duly executed in blank in proper form for transfer, free and clear of all liens,
claims, charges or encumbrances of any kind or nature.
B. Resignations of the current officers and directors of the
Company.
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C. A consent resolution executed by resigning directors of the
Company appointing nominees of Acquiror as directors of the Company to fill
vacancies caused by the resignations of the directors required hereunder.
D. A list of the shareholders of the Company certified by the
transfer agent of the Company and dated of as June 4, 1999.
Subsequent to Closing, the Stockholder shall deliver to Acquiror the
following documents:
E. A certificate of good standing issued by the appropriate
government agency certifying that the Company is in good standing in its state
of incorporation.
F. All original corporate records and minute books of the
Company, including the articles of incorporation, by-laws, proceedings of
corporate meetings of shareholders and directors from 1991 to date, and tax
returns, annual registration filings and franchise tax returns from 1991 to
date.
2.3. Delivery by Acquiror at Closing. At Closing, Acquiror shall deliver to
Stockholder:
A. An executed Promissory Note in the form specified in
Section 1.2 hereinabove and Exhibit 1.2 attached hereto.
B. A Consulting Agreement in the form set forth in Exhibit
2.3.B retaining Sanders H. Wallick as a consultant to the Company for a period
of six months following the closing of the transaction hereunder, said agreement
to provide, among other things, for the payment of $322,000.00 in cash on the
Closing Date and delivery of 30,000 shares of post-split common stock of the
Company (the "Consultant Stock") to be delivered to the Consultant upon
completion of a proposed reverse split contemplated under Section 7.4
hereinbelow but in no event later than the termination date of the Consulting
Agreement six months following the Closing of this transaction hereunder. From
this amount, the Agreement shall provide that the Company may offset the amount
of $172,000.00, representing an obligation owed by the Apple Chevrolet, an
affiliate of the Stockholder who is also guarantor of said indebtedness, to the
Company. The intended recipient of the fees under the Consulting Agreement
expressly consents to and affirms the right of offset by the Company granted
herein. Following issuance of the Consultant Stock and at such time as the
Company is permitted under the provisions of the Securities Act of 1933 and the
regulations thereunder, the Acquiror will cause the Company to file a
Registration Statement on the Form S-8 the register the Consultant Stock for
resale, subject to compliance with the requirements for the use of said form for
such purposes.
C. The amount of $322,000.00, less the amount of any offset as
agreed in the Consulting Agreement. The funds shall be may be wire transferred
to Stockholder's counsel no later than 11 a.m. CDT on June 15, 1999.
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D. A General Discharge and Release of indebtedness of the
aforesaid affiliate of Stockholder in the principal amount of $160,000.00 plus
accrued interest of $12,000.00, the execution of which shall be ratified by the
new board of directors of the Company appointed pursuant to Section 2.2.c
hereinabove.
Section 3. Representations and Warranties of Stockholder Regarding the
Company Stock.
3.1. Ownership of Company Stock. Stockholder represents and warrants to
Acquiror that, as of the date hereof, it is, and on the Closing Date, it will be
the owner of the number of shares of Company Stock being sold hereunder.
Stockholder hereby further represents and warrants to Acquiror that it has good
and marketable title the aforesaid Company Stock and has the absolute right to
sell, assign, and transfer the Company Stock to Acquiror free and clear of all
liens, pledges, and encumbrances of any kind or nature.
3.2. Defaults. The execution and delivery of this Agreement by
Stockholder does not, and the consummation of the transactions contemplated
hereby will not, violate or constitute an occurrence of default under any
provision of or conflict with or give rise to a right by any party to terminate
its obligations under any agreement, instrument, or any order, judgment, decree,
or other arrangement to which Stockholder is a party or is bound or by which any
assets of Stockholder would be adversely affected.
3.3. Authorizations and Consents. The Stockholder has obtained any
authorizations required in order to execute this Agreement and consummate the
transactions contemplated under this Agreement and no other authorizations or
consents of any other party are required to consummate same. The Stockholder has
the full power, in accordance with applicable law, to execute and perform this
Agreement, and such execution and performance does not conflict with any
organizational instrument of the Stockholder. The appropriate officers and
directors of the Stockholder have authorized this Agreement, the transactions
contemplated herein, and the execution and delivery of this Agreement by the
Stockholder.
Section 4. Representations and Warranties of the Stockholder Regarding the
Company. The Stockholder represents and warrants the following regarding the
Company:
4.1. Organization and Existence. The Company is a corporation duly
organized on February 23, 1981 and is validly existing and in good standing
under the laws of the State of Delaware. The Company has the corporate power to
own property and assets and has the corporate power to carry on the business now
being conducted by the Company. Further, the Company is duly qualified to do
business and is in good standing in every jurisdiction in which the nature of
its business makes such qualification necessary.
4.2. Capital Structure. Pursuant to its Articles of Incorporation, the
Company is authorized to issue One Hundred Million (100,000,000) shares of
common stock, par value
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$0.0001 per share, Sixty-Four Million Two Hundred Five Thousand Seven Hundred
Twenty-One (64,205,721) shares of which are issued and outstanding, fully paid
and non-assessable. The Company has 250,000 shares of its common stock in
treasury. There are no other authorized or outstanding equity securities of any
class or of any kind or character of the Company, and there are no outstanding
subscriptions obligating the Company to issue any additional shares of its
common stock of any class, or any options, rights or warrants with respect
thereto, or any securities convertible into any shares of stock of any class.
4.3. Reporting Compliance. The Company files reports with the United
States Securities and Exchange Commission under the Securities Exchange Act of
1934 and, as of the date of closing, will be in full compliance with the filing
requirements of said Act and all reports required thereunder will be current.
4.4. Subsidiaries. The Company has one subsidiary at the date of this
Agreement, TecFin Capital Corp. During the past three fiscal years, the
aforesaid subsidiary has not generated any new business or conducted any
meaningful business operations. The shares of the aforesaid subsidiary will be
transferred to Sanders H. Wallick at closing in consideration for the payment of
$100.00 in cash.
4.5. Litigation. There are no actions, suits, or proceedings pending or
threatened against or affecting the Company at law or in equity, or before or by
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign. The Company is
not in default with respect to any order, writ, injunction, or decree of any
court competent jurisdiction or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign.
4.6 Tax Compliance. The Company has filed in correct form all income
tax returns with respect to all fiscal periods, all sales, payroll, unemployment
insurance, franchise, real, and personal property tax returns which are required
to be filed, and have paid all taxes, interest and penalties as shown on said
returns and all assessments received by them to the extent that such taxes and
assessments have become due. The United States Internal Revenue Service is not
currently examining any income tax returns of the Company.
4.7. Assets and Liabilities. The Company has no assets or liabilities
at the date of this Agreement, excepting a receivable from Apple Chevrolet, an
affiliate of Stockholder, which will be paid pursuant to Section 2.3.B
hereinabove. At Closing, the Company will have no assets or liabilities.
4.8. Defaults. The delivery of the documents, instruments, and other
things required to be delivered by the Company hereunder in order to consummate
the transaction hereunder does not, and the consummation of the transactions
contemplated hereby will not, violate or constitute an occurrence of default
under any provision of or conflict with or give rise to a right by any party to
terminate its obligations under any agreement, instrument, or any order,
judgment, decree, or
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other arrangement to which the Company is a party or is bound or by which any
assets of the Company would be adversely affected.
4.9. Financial Statements. The financial statements of the Company
attached hereto as Exhibit 4.9 for the most recent fiscal period ending December
31, 1998 (hereinafter referred to collectively as the "Annual Financial
Statements") accompanied by the report of the Company's independent certified
public accountant present fairly the financial condition of the Company as of
the date thereof and the results of operations for the periods covered thereby
and, except as noted in or on said Annual Financial Statements and have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods involved. There have been no material
changes in the financial condition of the Company from the date of the Annual
Financial Statements to the effective date of this Agreement.
Section 5. Survival of Representations and Warranties. The
representations and warranties contained in Sections 3 and 4 of this Agreement
shall survive Closing and shall not be affected by any investigation,
verification, or approval made or given by any party hereto or by any other
person on behalf of any party hereto.
Section 6. Conditions to the Obligations of Acquiror. The obligations
of Acquiror under this Agreement are, at the option of Acquiror, subject to the
following conditions:
6.1. Stockholder Performance. This Agreement shall have been signed by
the Stockholder obligating Stockholder to convey and deliver to Acquiror the
issued and outstanding common stock of the Company being sold hereunder, and the
Stockholder shall at Closing deliver to Acquiror all of the shares of common
stock of the Company to be sold by it hereunder; and the Stockholder shall, in
addition, fully comply with the terms and provisions of this Agreement, it being
understood and agreed that the obligations of the Acquiror to purchase the
shares of common stock of the Company is expressly conditioned upon performance
hereunder by the Stockholder.
6.2. Representations and Warranties. The representations and warranties
of Stockholder and the Company set forth in Sections 3 and 4 of this Agreement
shall be true, complete and accurate on and as of the date of this Agreement and
as of Closing and the Stockholder shall deliver its certificate affirming same
to each of Acquiror.
6.3. Document Approval. All documents, instruments, and other things
prepared in connection with the Closing of the transaction contemplated under
this Agreement shall have been approved in form and substance by counsel for the
Acquiror, which approval shall not be unreasonably withheld.
6.4. No Government Proceedings. No suit, action, investigation,
inquiry, or proceeding, of an administrative or judicial nature shall have been
threatened, initiated, instituted or commenced against the Stockholder or the
Company which challenges or questions the legality or
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validity of the transactions contemplated under this Agreement or the authority
of any person acting on behalf of the Stockholder or the Company in connection
with the transactions contemplated hereunder.
6.5. Voting Approval. Any and all shares of common stock remaining in
the ownership or control of Sanders H. Wallick or James R. Wallick will be voted
in favor of any shareholder resolutions or proposals to accomplish and
consummate the actions described in Sections 7.4 and 7.5 hereinbelow.
6.6. Waiver of Conditions. Acquiror may waive the conditions set forth
in this Section 6 of this Agreement in writing at or prior to closing, or may,
at its election, terminate this Agreement based upon any one or all of such
conditions by written notice to Stockholder in accordance with the provisions
for written notice contained herein at or prior to closing. If Acquiror have
failed or refused to terminate this Agreement in writing at or prior to closing,
the conditions in this Section 6 shall be deemed automatically waived,
excepting, however, the condition contained in Section 6.5 which shall survive
Closing.
Section 7. Conditions to the Obligations of Stockholder.
7.1. Performance by Acquiror. This Agreement shall have been signed by
Acquiror obligating Acquiror to purchase from the Stockholder the Company Stock,
and the Acquiror shall at Closing deliver to Stockholder the consideration to be
paid to them therefor; and the Acquiror shall, in addition, fully comply with
the terms and provisions of this Agreement, it being understood and agreed that
the obligations of the Stockholder to sell the shares of Company Stock hereunder
is expressly conditioned upon performance hereunder by the Acquiror.
7.2. Document Approval. All documents, instruments, and other things
prepared in connection with the Closing of the transaction contemplated under
this Agreement shall have been approved in form and substance by counsel for the
Stockholder, which approval shall not be unreasonably withheld.
7.3. No Government Proceedings. No suit, action, investigation,
inquiry, or proceeding, of an administrative or judicial nature shall have been
threatened, initiated, instituted or commenced against The Acquiror which
challenges or questions the legality or validity of the transactions
contemplated under this Agreement or the authority of any person acting on
behalf of The Acquiror in connection with the transactions contemplated
hereunder.
7.4. Future Reverse Splits. The Acquiror will effect a one-for-forty (1
for 40) reverse split of the outstanding common stock of the Company following
Closing of the purchase and sale hereunder in accordance with the provisions of
the Delaware Corporations Code, as amended, which reverse split has been
disclosed to Stockholder and to which it expressly consents by execution of this
Agreement. Following the aforementioned reverse split and for a period of two
(2) calendar years following the Closing Date, the Acquiror shall not cause and
shall not vote the
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shares of Company Stock held by it in favor of any additional reverse stock
splits without the prior written consent of the Stockholder.
7.5 Reorganization with Fragrance Express. Com, Inc. The Acquiror will
effect a Type B reorganization between the Company and Fragrance Express. Com,
Inc., a Florida corporation within ninety (90) days following Closing of the
transaction hereunder in exchange for the issuance of 35,200,000 pre-split
shares of common stock of the Company..
7.6. Waiver of Conditions. Stockholder may waive the conditions set
forth in this Section 7 of this Agreement in writing at or prior to closing, or
may, at their election, terminate this Agreement based upon any one or all of
such conditions by written notice to The Acquiror in accordance with the
provisions for written notice contained herein at or prior to closing. If
Stockholder have failed or refused to terminate this Agreement in writing at or
prior to closing, the conditions in this Section 7 shall be deemed automatically
waived, excepting, however, the condition contained in Section 7.4 which shall
survive Closing for a period of two (2) calendar years thereafter and the
condition contained in Section 7.5 which shall survive Closing for a period of
ninety (90) days thereafter.
Section 8. Reserved.
Section 9. Indemnification. Stockholder covenants and agrees to
indemnify, defend and hold harmless the Acquiror from and against any and all
losses, liabilities, claims, damages, actions, causes of action, judgments,
fines, penalties, assessments, and forfeitures, including, in addition but not
by way of limitation, costs and attorneys' fees, of every kind and description,
whether absolute or contingent, which may arise from, be related to, or be in
connection with the purchase or sale of the Company Stock hereunder or any
breach of the representations and warranties set forth in Sections 3 and 4 of
this Agreement. This covenant and agreement shall survive the closing of the
transactions contemplated herein.
Section 10. Expenses.
10.1. Except as otherwise provided herein, the Stockholder shall pay
all of their expenses and costs, including, without limitation, attorneys' fees,
accounting fees, and transfer taxes or fees , incurred in connection with the
transactions contemplated by this Agreement.
10.2. Except as otherwise provided herein, the Acquiror shall pay all
of its expenses and costs, including, without limitation, attorneys' fees and
accounting fees, incurred in connection with the transactions contemplated by
this Agreement.
10.3. The Acquiror represents that no person has acted as a finder in
connection with this transaction or is entitled to receive a finders' fee
excepting Hymie Orlon. The Acquiror will pay any finders' fee to Hymie Orlon at
Closing and the Acquiror will obtain an invoice from said finder marked paid in
full and a general discharge and release of any claims which finder may have
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against the parties hereto for finders' fees or any other form of compensation
arising from or related to the transaction hereunder.
Section 11. Confidentiality. The Acquiror acknowledges that, pursuant
to their right to access to books, records and facilities of the Company under
this Agreement, The Acquiror will obtain access to confidential information of
the Company, the disclosure of which to third parties would damage the Company's
business, whether or not the transactions contemplated under this Agreement are
consummated. The Acquiror hereby expressly covenants, warrants, and agrees that
all information obtained by The Acquiror or any of The Acquiror' employees,
agents, attorneys, accountants, or representatives, shall be and remain strictly
confidential and shall not be revealed or otherwise disclosed to any person
unless such person is expressly designated by The Acquiror in writing on a need
to know basis. All such persons and firms shall be bound by this covenant of
confidentiality. In the event the transactions contemplated hereunder are not
consummated, The Acquiror shall return or cause The Acquiror' employees, agents,
attorneys, accountants, or representatives to return, any and all information
obtained by The Acquiror and shall retain no copies or other forms of
reproduction of such materials or information.
Section 12. Non-Disclosure by Stockholder. The Stockholder acknowledges
and agrees that premature disclosure of the pendency of this Agreement, the
pendency of negotiations between the Acquiror and a third party for the purpose
of acquisition of said thirty party by the Company and the intended change of
the ownership of the Company which will occur in connection with the acquisition
of said third party, may have a material affect on the market in the common
stock of the Company which could materially benefit insiders to the detriment of
the investing public and could adversely affect the market for the common stock
of the Company prior to Closing of the proposed acquisition by the Company of
the aforementioned third party. Therefore, the Stockholder expressly covenants,
warrants, and agrees not to disclose the existence and pendency of this
Agreement, the pendency of negotiations between the Acquiror and the aforesaid
third party, and the intended change of the ownership of the Company to any
person not involved in rendering services in the furtherance of such matters and
transactions prior to the issuance of an approved press release fully
disseminating the details of such transaction. The Stockholder further expressly
covenants, warrants, and agrees that, subsequent to the execution of this
Agreement and prior to issuance of an approved press release announcing the
details of the aforementioned acquisition by the Company of the third party
aforesaid, the Stockholder will not purchase or sell any shares of capital stock
of the Company. The covenants and warranties contained in this paragraph shall
also be enforceable in equity for injunctive relief to restrain further
disclosure and for damages for disclosures made.
Section 13. Miscellaneous Provisions.
13.1. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all other prior understandings, agreements, or writings relating
thereto.
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13.2. Amendment or Modification. This Agreement may not be amended in
whole or in part except by written agreement of the parties hereto executed by
duly authorized representatives thereof. No course of conduct shall be deemed a
de facto amendment or modification of the terms hereof.
13.3. Waiver. No waiver of any obligation under this Agreement or of
any right or remedy hereunder shall be binding unless and until such waiver is
contained in a written instrument executed by a duly authorized representative
of the waiving party. Therefore, no failure or refusal to enforce any right or
demand performance of any obligation hereunder shall be deemed a waiver of such
right or obligation nor shall such failure or refusal preclude future
enforcement of any such right or demand of performance of any such obligation
unless in writing. Any written waiver shall be strictly construed.
13.4. Partial Invalidity. Should any term or provision of this
Agreement be determined by a duly appointed arbitrator or a court of competent
jurisdiction to be invalid or unenforceable, such determination shall not affect
the validity or enforceability of the remaining provisions of this Agreement
which shall continue to be valid and enforceable in accordance with its terms.
13.5. Remedies Noncumulative. Except as may be otherwise expressly
provided herein, no right or remedy conferred under this Agreement shall be
deemed exclusive of any other remedy conferred herein or at law or in equity.
All such rights and remedies shall be cumulative of every other right or remedy
and may be exercised concurrently or separately.
13.6. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
13.7. Assignment. Neither party hereto may assign this Agreement or its
rights or obligations hereunder without the prior written consent of the other
party hereto, which consent may be withheld in the sole and exclusive discretion
of the party from whom consent is sought.
13.8. Third Party Beneficiaries. Except as otherwise expressly stated
herein, this Agreement, and the rights, benefits and obligations created
hereunder, are intended to be personal to and exclusively for the benefit of the
parties hereto and their successors and assigns and are not intended and the
parties hereto expressly and mutually disclaim any intention to create any
rights, benefits, or obligations for any third party who is not a party to this
Agreement.
13.9. Notice. Any notice, request, instruction, or other document to be
given under this Agreement to any party shall be in writing delivered personally
or by United States certified mail, postage prepaid, to the following addresses:
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If to Acquiror: Lakewood Management, Inc.
c/o Robert Bartlett
1903 West Copans Boulevard
Pompano Beach, Florida 33064
With a copy to: Timothy N. Vujnich, Esq.
Attorney at Law
734 West Port Plaza
Suite 273
St. Louis, Missouri 63146
If to Stockholder: Sanders H. Wallick, President
MIC Leasing Corp.
107 Northern Boulevard
Great Neck, New York 11021
With a copy to: Lester Morse, Esq.
Lester Morse, P.C.
111 Great Neck Road
Suite 420
Great Neck, New York 11021
Any party may change its address for purposes of this paragraph by giving
written notice of such change of address to all other parties in the manner
provided herein for notice.
13.10. Exhibits. All schedules and exhibits referenced herein are hereby
incorporated by reference herein.
13.11. Paragraph Headings. All paragraph headings contained in this
Agreement are for convenience of reference only and shall not be deemed to limit
or enlarge the subject matter of any paragraph or to construe the subject matter
contained therein. Such headings are not a part of this Agreement.
13.12. Governing Law. This Agreement has been entered into in the State of
New York and will be performed in the State of New York, and shall therefore be
governed by and construed in accordance with the laws of the State of New York.
13.13 Counterparts. This Agreement may be executed in counterparts, each
counterpart upon execution by a party hereto being deemed a part of the original
agreement.
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IN WITNESS WHEREOF, the parties hereto recited hereinabove have affixed
their signatures hereto either personally or by duly authorized representatives
thereof for the purposes stated herein with the intention of being bound hereto
on the day and date set forth hereinabove.
ACQUIROR: LAKEWOOD MANAGEMENT, INC.
By:________________________________
Authorized Signature
ATTEST:
- -----------------------------
Secretary
STOCKHOLDER: MIC LEASING CORP.
By:________________________________
Authorized Signature
ATTEST:
- -----------------------------
Secretary
THE COMPANY AS TO SECTIONS
2.3.B AND 2.3.D: TECFIN CORPORATION
By:________________________________
Authorized Signature
ATTEST:
- -----------------------------
Secretary
SIGNATURES CONTINUED ON FOLLOWING PAGE.
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SANDERS WALLICK AS TO SECTION 2.3.B:
------------------------------------
Sanders H. Wallick
SANDERS H. WALLICK AND JAMES R. WALLICK AS TO SECTION 6.5:
-----------------------------------
Sanders H. Wallick
------------------------------------
James R. Wallick
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