SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 1, 1999
UNICORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
2-73389 75-1764386
(Commission File No.) (I.R.S. Employer Identification No.)
410 Pinafore
Buda, Texas 78610
(Address of Principal Executive Offices)
(713) 229-9100
(Registrant's Telephone Number, Including Area Code)
600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 1, 1999, the Registrant executed an Agreement and Plan of
Reorganization (the "Agreement") with R. Noel Rodriguez ("Rodriguez"),
President and the shareholders of The Auto AxzptCom, Inc., a Texas corporation
("Auto Axzpt.com"), whereby the Registrant, in a tax-free exchange, agreed to
acquire all of the outstanding shares of the capital stock of Auto Axzpt.com
in exchange for shares of the Registrant's common stock. The Agreement closed
on March 1, 1999. Pursuant to the terms of the Agreement, Auto Axzpt.com will
acquire 3,600,000 shares of the Common Stock of the Registrant.
ITEM 2. OTHER EVENTS.
On February 11, 1999, the Board of Directors of the Registrant voted
to change its name to Auto Axzpt.com, Inc. and to effectuate a reverse split
of the outstanding shares of the common stock of the Registrant, so that
thereafter, for every 5 shares of the common stock of the Registrant held by a
stockholder of the Registrant, such stockholder shall now hold one share of
the common stock of the Registrant. There will be no fractional shares issued
or cash paid in lieu of fractional shares, and Consequently, all shares to be
received as a result of the reverse split shall be rounded up to nearest whole
share. No vote of the stockholders was necessary to implement the change.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. At this time it is
impracticable to file the required financial statements. The Registrant
anticipates filing the required financial statements with the Securities and
Exchange Commission by June 30, 1999.
(b) Pro forma financial information. At this time it is
impracticable to file the required pro forma financial statements. The
Registrant anticipates filing the required pro forma financial statements with
the Securities and Exchange Commission by June 30, 1999.
(c) Exhibits.
2. Agreement and Plan of Reorganization dated March 1, 1999 by and
between UNICORP, Inc., The Auto Axzpt.com Group, Inc. , and R. Noel Rodriguez
with respect to the exchange of all of `the shares owned by the shareholders
in The Auto Axzpt.com, Inc. for an amount of shares of UNICORP, Inc. equal to
3,600,000 of the issued and outstanding shares of its capital stock.
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.
UNICORP, INC.
Date: March 25, 1999 By /s/ L. Mychal Jefferson II
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L. Mychal Jefferson II, President
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2. Agreement and Plan of Reorganization dated March
1, 1999 by and between UNICORP, Inc., The
Auto AxzptCom Inc., with respect to the exchange of all of the
shares in The Auto AxzptCom, Inc.
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____________________________
UNICORP INC.
AND
AUTO AXZPTCOM, INC.
AGREEMENT AND PLAN
OF REORGANIZATION
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DATED FEBURARY 15, 1999
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INDEX
Page
Exchange of Shares
3
Delivery of Shares 3
Representations and Warranties of Acquired and Stockholders 4
Representations and Warranties of Acquirer 7
Affirmative Covenants of Acquired and Stockholders 9
Closing 10
Conditions Precedent to Obligations of Acquired and Stockholders 10
Conditions Precedent to Obligations of Acquirer 12
Indemnification 13
Nature of Representations and Warranties 13
Documents at Closing 14
Miscellaneous 14
EXHIBITS
A. Shares Owned by Stockholders and Shares to be Received in
Exchange
B. Acquired financial statement at December 31, 1998
C. Articles and By-Laws of Acquirer
D. Acquirer's Bank Accounts
E. Nominees for Election to Acquirer's Board of Directors
F. Form of Investment Letter
SCHEDULES
I. As to Acquired
1. Material Agreements
2. Licenses, Trademarks, Trade Names, Etc.
3. Acquired Capitalization
II. As to Acquirer
4. Material Agreements
5. Exceptions to Compliance with Laws and Regulations
6. Issuance of Securities not reflected in the Statement
7. Acquirer's Expenses
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") is made and entered
into this 15th day of February, 1999, by and among Unicorp, Inc., a Nevada
corporation (hereinafter referred to as "Acquirer"), Auto AxzptCom, Inc., a
Texas corporation hereafter referred to as "Acquired") and R. Noel Rodriguez
and others shareholders (hereinafter collectively referred to as the
"Stockholders").
RECITALS:
The Stockholders own all of the issued and outstanding shares of Acquired
common stock. Acquirer desires to acquire all of the issued and outstanding
common stock of Acquired, making Acquired a wholly-owned subsidiary of
Acquirer, and Stockholders desire to exchange all of their shares of Acquired
common stock for shares of Acquirer's issued and outstanding common stock. It
is the intention of the parties hereto that: (i) Acquirer shall acquire all of
the issued and outstanding common stock of Acquired in exchange solely for the
number of shares of Acquirer's authorized but unissued common stock set forth
below (the "Exchange"); (ii) the Exchange shall qualify as a tax-free
reorganization under Section 368(a)(1)(b) of the Internal Revenue Code of
1986, as amended, and related sections thereunder; and (iii) the Exchange
qualify as a transaction in securities exempt from registration of
qualification under the Securities act of 1933, as amended, and under the
applicable securities laws of each state or jurisdiction where the
Stockholders reside.
NOW THEREFORE, for the mutual consideration set out herein, the parties hereto
agree as follows:
1. Exchange of Shares
Acquirer and Stockholders agree that on the Closing Date (as hereinafter
defined) Stockholders will exchange all of the issued and outstanding shares
of the common stock of Acquired shares presently outstanding) for 3,500,000
shares of common stock (the "Shares") of Acquirer's stock $.01 par value per
shares (Common Stock"). The number of Shares of Acquired common stock owned
by each Stockholder and the number of shares of Acquirer's common stock which
each will receive in the Exchange is set forth in Exhibit "A", which is
attached hereto and made a part hereof.
Delivery of Shares
On the Closing Date, Stockholders will deliver to Acquirer the certificates
presenting all of the outstanding shares of Acquired common stock, duly
endorsed (or with duly executed stock powers) so as to make Acquirer the sole
owner thereof, free and clear of all claims and encumbrances. Simultaneously,
on the Closing Date, Acquirer will deliver the certificates representing the
Shares to the Stockholders. The Exchange shall not be effected unless all of
Acquired Stockholders execute this Agreement and all shares of Acquired
outstanding common stock are delivered to Acquirer on the Closing Date.
Representations and Warranties of Acquired and Stockholders
The Acquired and the Stockholders, jointly and severally, as a material
inducement to Acquirer to enter into this Agreement and consummate the
transactions contemplated hereby, make the following representations and
warranties to Acquirer, which representations and warranties are true and
correct at this date, and will be true and correct in all material respect on
the Closing Date:
3(a). Securities Holders. The Stockholders listed on Exhibit "A" are the
owners, of record and beneficially, of al of the issued and outstanding shares
of Acquired common stock.
3(b) Financial Statements. Exhibit "B" which will be inserted into this
Agreement at the Closing, will contain copies of unaudited Financial
Statements of Acquired at December 31, 1998 including balance sheets, income
statements (the Financial Statements").
The Financial Statements will fairly present the consolidated financial
condition of Acquired as of the date thereof and the consolidated results of
its operations for the periods covered. The Financial Statements will have
been prepared in accordance with generally accepted accounting principles,
consistently applied, except as otherwise state therein.
3(c) Undisclosed Liabilities. At the Closing Date Acquired: (i) will have no
liabilities or obligations of any nature, fixed or contingent, matured or
unmatured, which are not shown or otherwise provided for in the Financial
Statements except for liabilities and obligations arising in the ordinary
course of business, none of which is materially adverse, and (ii) all reserves
established by Acquired and set forth in the Financial Statements will be
adequate and there will be no material loss contingencies (as such term is
used in Statement of Financial Account Standard No. 5 of the Financial
Accounting Standards Board) which are not adequately provided for.
3 (d) Absence of Changes. Since the date of the Financial Statements, Acquired
business has been operated in the ordinary course and there has not been (i)
Any material adverse change in the condition (financial or otherwise), assets,
liabilities, earnings, net worth, business or prospects of Acquired for such
period, in the aggregate, or at any time during such period: (ii) Any damage,
destruction of loss (whether or not covered by insurance) materially adversely
affecting the Acquired or its businesses; (iii) Any declaration setting aside,
or paymet of any dividend or other distribution in respect of any shares of
Acquired, or any direct or indirect redemption, purchase or other acquisition
of such stock: (iv) Any issuance or sale by Acquired or agreement to sell any
of its securities; or (v) Any statuté, rule, regulation or order
adopted (including orders of regulatory authorities with jurisdiction over
Acquired or its Business) which materially adversely affects Acquired or its
business.
3 (e) Litigation, Etc. There are no actions, suits, claims, investigations or
legal or administrative or arbitration proceedings pending or threatened
against Acquired, its assets or business, whether at law or in equity, or
before or by any federal, state municipal, local, foreign or other government
department, commission, board, bureau, agency or instrumentality; nor does the
Acquired know of a threat of such litigation or any basis for any such action,
suit, claim, investigation or proceeding.
3 (f) Compliance, Governmental Authorizations. Acquired has complied with all
Federal, state, local, or foreign laws, ordinances, regulations and orders
applicable to its business, including without limitation, federal and state
securities laws which if not complied with would materially and adversely
affect the business of Acquired. Acquired has all federal, state, local and
foreign governmental licenses and permits necessary in the conduct of its
business, and such licenses and permits are in full force and effect, and
Acquired knows of no violations of any suit licenses or permits, and no
proceedings are pending or threatened to revoke or limit the use of such
license and permits.
3 (g) Due Organization, Etc. Acquired is a corporation's duly organized,
validly existing and in good standing under the laws of the State of Texas and
is qualified to do business and in good standing in each state where it is
required to be so qualified and such qualification is material to its
business. Acquired has the power to own its properties and assets and to
carry on its business as now presently conducted.
3 (h) Tax Matters. Acquire has filed all federal, state and local tax or
related return and reports due or required to be filed, which reports
accurately reflect in all material respect the amount of taxes due. Acquired
has paid all amounts of taxes or assessments which would be delinquent if not
paid as of the date of this agreement, other than taxes or charges being
contested in good faith or not yet finally determined.
3 (i) Agreements, Etc. Schedule 1 contains a true and complete list and brief
description of all written or oral contracts, agreements, mortgages,
obligations, understandings, arrangements, restrictions and other instruments
to which Acquired is party or by which Acquired or its assets may be bound.
True and Correct copies of all items set forth on Schedule 1 have been or will
be made available to Acquirer prior to Closing. No event has occurred which
(whether with or without notice lapse of time or the happening or occurrence
of any other event) would constitute a default under any of the agreements set
forth in Schedule 1.
3 (j) Title to Property and Related Matters. Acquired has good and marketable
title fee and clear of any liens of encumbrances to all the properties,
interest in properties and assets real personal and mixed, reflected as being
owned by it on the Financial Statements or acquired by it after the date of
the Financial Statements, of any kind or character, there are no liens for
current taxes not yet delinquent. Except for matters, which may arise in the
ordinary course of business, the Acquired assets are in good operating
condition and repair. To the best of knowledge of the Acquired, there does not
exist any condition, which materially interferes with the use thereof in the
ordinary course of Acquired business.
3 (k) Corporate Records. The corporate records, minute books, and other
documents and records of Acquired are complete and correct. Acquirer shall
have the right to review all corporate records of Acquired prior to the
Closing Date.
3 (l) Licenses, Trademarks, Trade Names, Etc. There is no pending or
threatened claim or litigation against Acquired contesting the right to use
any of the trademarks, trade names and know how or validity of any of the
licenses, copyrights and patents or asserting the misuse of any thereof, nor
has there ever been any such claim or litigation.
3 (m) Authorization by the Acquired. This Agreement constitutes a valid and
binding agreement of the Acquired, enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, and other similar laws relating to
limiting or affecting the enforcement of creditors, rights generally; and
neither the execution and delivery of this Agreement nor the consummation by
the Aquiree of the transaction contemplated hereby, nor compliance with any of
the provisions hereof, will violate any statue, law rule or regulation or any
order writ, injunction or decree of any court or governmental authority or
violate or conflict with other constitute a default under (or give rise to any
right of termination, cancellation or acceleration under) the terms or
conditions or provisions of any note, bond, lease mortgage, obligation
agreement, understanding, arrangement or restriction of any kind to which
Acquired is a party or by which Acquired or its properties may be bound. No
consent or approval of any governmental authority is required in connection
with the execution and delivery by the Acquired of this Agreement or the
consummation of the transactions contemplated hereby.
3 (n) Corporate Authorizations. Acquired is authorized to enter into this
Agreement and have taken all corporate action necessary to authorize the
execution of this Agreement and consummation of the transactions contemplated
herein. The execution, delivery and performance of this Agreement by Acquired
will not be in conflict with or constitute a default under any provisions of
applicable law, Acquired Article of Incorporation or By-Laws, or any agreement
or instrument to which the Acquired is a party or by which it its assets are
bound.
3(o) Capitalization. The authorized capitalization of Acquired is as set
forth in Schedule 2. Except as set forth in said Schedule 2, there are no
outstanding or presently authorized securities, warrants, preemptive rights,
subscription rights, options or related commitments of any nature to issue any
of Acquired securities which are not reflected in the Financial Statement or
in Schedule 2.
3(p) Full Disclosures. Acquired has, and at the Closing Date will have,
disclosed to Acquirer all events, conditions and facts materially affecting
the business and prospects of Acquired; and the Acquired has not and will not
have, at the Closing Date, withheld disclosure of any events, conditions and
facts which it may have knowledge of, or have reasonable grounds to know, may
materially, adversely affect the business and prospects of Acquired.
3 (q) Brokerage Fees. The Acquired has not incurred, nor will it incur any
liability for brokerage or finder's fee or similar charges in connection with
this Agreement or any of the transactions contemplated hereby.
3(r) Employment Agreements. Acquired has entered into employment agreements
("Employment Agreements") with various key employees and contains such terms
as are consistent with the terms of their employment prior to the date hereof.
True and correct copies of the Employment Agreement have been or will be made
available to Acquirer prior to Closing Date.
3(s) Share Ownership. The shares of Acquired common stock to be exchanged for
the Shares in the Exchange are owned of record and beneficially, by the
respective stockholders of Acquired as specified on Exhibit "A", free and
clear of all liens and encumbrances of any kind and nature and have not been
sold, pledged, assigned or otherwise transferred except pursuant to this
Agreement.
3(t) Authority to Enter into Agreement. Acquired, under the aegis of Mr. R.
Noel Rodriguez has the power and authority to enter into this agreement
subject to the advice and consent of the Board of Directors and by majority
vote of the stock holders and can perform its obligations hereunder.
3(u) Obligation. This Agreement constitutes a valid and legally binding
obligation of each Stockholder, and neither the execution of this Agreement,
nor the consummation of the transactions contemplated hereby, will constitute
a violation of or default under, or conflict with, any judgment, decree,
statue or regulation of any governmental authority applicable to such
Stockholder or any contract, commitment, agreement or restriction of any kind
to which such Stockholder is a party or by which it or its assets are bound.
The execution and delivery of this Agreement does not, and the consummation of
the transactions described herein will not, violate applicable law, or any
mortgage, lien, agreement, indenture, lease or understanding (whether oral or
written) of any kind outstanding relative to such Stockholder.
3(v) Approvals Required. No approval, authorization, consent, order or other
action of, or filing with any person, firm or corporation of any court,
administrative agency or other governmental authority is required in
connection with the execution and delivery by the Stockholders of this
Agreement or the consummation of the transaction described herein, except as
disclosed herein an, except to the extend that the parties are required to
file reports in accordance with revelant regulations under Federal and state
securities laws.
4. Representations and Warranties of Acquirer
Acquirer, as a material inducement to Acquired and Stockholders to enter
into this Agreement and Consummate the transactions contemplated hereby, makes
the following representations and warranties to Acquired and Stockholders,
which representations are true and correct at this date, and will be true and
correct on the Closing Date as though made on as of such date:
4(a) Shares of Common Stock. The Shares to be delivered to the
Stockholders at Closing will be valid and legally issued shares of Common
Stock, free and clear of all liens, encumbrances, and preemptive rights, and
will be fully paid on non assessable shares.
4(b) Due Authorization, Etc. This Agreement has been duly authorized,
executed and delivered by Acquirer, and constitutes a legal, valid, and
binding obligation no consent or other governmental authority is required by
Acquirer for the execution, delivery or performance of this Agreement by
Acquirer; no consent of any party to any contrary or agreement to which
Acquirer is a party of by which any of its property or assets are subject is
required for the execution, delivery prior performance of this Agreement by
"Acquirer.
4(c) Financial Statements. Acquirer has delivered to Acquired its
unaudited financial statements at September 30, 1998 (the "Statements"), The
Statements and accurately reflect the financial condition of the Acquirer as
of the dates thereof and the results of operations for the periods reflected
therein. The Statements have been prepared in accordance with generally
accepted accounting principles, consistently applied, except as otherwise
state therein; and the books and records, financial and others, of Acquirer
are in all material respects complete and correct and have been maintained in
accordance with good business and accounting practices.
4(d) Financial Statements. Undisclosed Liabilities. Except as set forth
in Schedule 3, Acquirer: (i) has no material liabilities or obligations of any
nature, fixed or contingent, matured or unmatured, which are not shown or otherw
ise provided for in the Statements; and (ii) all reserves established by
Acquirer and set forth in the Statements are adequate and there are no
material loss contingencies (as such term is used in Statement of Financial
Accounting Standard No. 5 of the Financial Accounting Standards Board) which
are not adequately provided for.
4(e) Material Adverse Change. Since the date of the Statements, there
has not been, and as of the Closing Date there shall not have been, any
material changes in the Acquirer's condition (financial or otherwise) or
liabilities (absolute, contingent or otherwise), whether or not arising from
transitions in the ordinary course of business; provided however, that the
parties have agreed that the financial position of Acquirer will change to the
extent that Acquirer incurs costs in connections with the transactions
contemplated by this Agreement.
4(f) Due Organization, Etc. Acquirer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada,
is qualified to do business and in good standing in each state where it is
required to be qualified and such qualification is material and has the
corporate power to own its property and to carry on its business as now being
conducted. The Articles of Incorporation and By-Laws of Acquirer, as will be
in effect on the Closing Date, are attached hereto as Exhibit "C" and are made
a part hereof.
4(g) Tax Matters. Acquirer has filed all Federal, state and local, tax
or related returns and report due or required to be filed, which reports
accurately reflect in all material respects the amount of taxes due Acquirer
has paid all taxes or assessments which have become due other than taxes or
charges being contested in good faith or not finally determined
4(h) Agreements, Etc. Acquirer has not breached, nor is there any
pending or threatened claims or any legal basis for a claim that Acquirer has
breached, nor has an event occurred which with the passing of time would
constitute a breach of any of the terms or conditions of any agreements,
contracts or commitments to which Acquirer is a party or by which Acquirer or
its assets are bound. A list of all Acquirer's material contracts, agreements
or commitments (whether oral or written) is set forth on Schedule 2 (see SEC
Filings via internet)and true and correct copies of all such contracts and
agreements have been delivered by Acquirer to Acquired on or prior to the
Closing Date. The execution, delivery and performance of this Agreement by
Acquirer will not be in conflict with or constitute a default under any
provisions of applicable law, Acquirer's Articles of Incorporation or by-laws,
or any agreement or instrument to which Acquirer is a party or by which it or
its assets are bound.
4(i) Capitalization. The capitalization of Acquirer consists of
50,000,000 authorized common stock, $.001 par value per share, 1,320,847
outstanding. Unicorp will perform a 5 to 1 reverse spit and approximately
265,000 shares will be outstanding on the Closing Date. All outstanding shares
of the Common Stock have been duly authorized, validity issued, and are
fully-paid and non-assessable, and all such shares were issued in complacence
with all applicable federal and state securities laws. There are not
outstanding or presently authorized securities, warrants, preemptive rights,
subscription rights, options or related commitments of any nature to issue any
of Acquirer's securities, other than those stated in the Articles of
Incorporation. For this merger the Company will issue five million, five
hundred- thousand total shares (5,500,000) of which three million, five
hundred-thousand shares (3,500,000) will go to Auto Axzpt's shareholders, one
million shares (1,000,000) will be sold to the public, five hundred and
eighty-five thousand shares (585, 00) will be used as a sign-on bonus for
certain new employees, and one hundred and fifty thousand (150,000) will be
used for marketing purposes.
4(j) Disclosure of Material Facts. Acquirer has, and at the Closing Date
will have, disclosed to Acquired all events, conditions and facts materially
affecting the business and prospects of Acquirer; and Acquirer has not and
will not have, at the Closing Date, withheld disclosure of any events,
conditions and facts which it may have knowledge of, or have reasonable
grounds to know may materially, adversely affect the business and prospects of
Acquirer.
4(k) Corporate Records. The corporate financial records, minute books
and other documents and records of Acquirer are to be available to Acquired
prior to the Closing Date and turned over to the new management in their
entirety at Closing. Such records are complete and correct and have been
maintained in accordance with good business and accounting practices.
4(i) Stockholders List. Attached is Exhibit "D" is a true correct and
complete statement, setting forth the names and addresses of Acquirer's
stockholders.
4(m) Title to Assets. Acquirer has good and marketable title to all of
its assets, free of any liens and encumbrances.
4(n) Bank Accounts . Exhibit "E" contains a complete list of all bank
accounts and safe deposit boxes of Acquirer together with the name of
authorized signatories over such accounts and boxes. The new Company will used
Auto Axzpt's existing accounts at Compass Bank.
4(o) Compliance, Governmental Authorizations Acquirer has coupled in all
respects with all Federal state, local, or foreing laws ordinances
regulations, and orders applicable to its business including without
limitation federal and state securities laws applicable to all offerings prior
to the Closing Date. Acquirer has all Federal, state, local and federal
governmental licenses and permits material to and necessary in the conduct of
its business, and such licenses and permits are in full force and effect and
no violations are or have been recorded in respect of any such licenses of
permits, and no proceedings are pending or threatened to revoke or limit the
use of such permits.
4(p) Brokerage Fees. The Acquirer has not incurred, nor will it incur
any liability for brokerage or finder's fees or similar charges in connection
with this Agreement or any of the transactions contemplated hereby.
5. Affirmative Covenants of Acquired and Stockholders
Acquired and Stockholders, jointly and severally covenant to Acquirer
(and its stockholders) that:
5(a) They will comply with all of the undertakings of Acquirer set forth
in the Acquirer's Registration Statement as amended, including without
limitation, (I) causing Acquirer to use its best Efforts to register or
qualify, or maintain in effect the registration or qualification of, the
shares of Acquirer's common stock, delivered upon expense of the Acquirer's
outstanding warrants: (ii) causing the Acquirer to make all filings required
under Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended;
(iii) preparing and filing of a Form 10-K for fiscal year ended December, 31,
1998;(iv) filing of a Current Report on Form 8-K reporting the completion of
the transactions contemplated by this Agreement (which includes the financial
statements of Acquired required to be included therein); and 5(v) they will
cause the Acquirer to file a Report of Sales of Securities and Use of Proceeds
thereunder pursuant to Rule 463 (Form SR) reporting the use of the proceeds
from the Acquirer's public offering;
5(b) They will use their best efforts within 90 days of Acquirer's
eligibility for listing with the NASD Automated Quotation System to cause the
Acquirer to file such forms with the National Association of Securities
Dealers, Inc. ("NASD") as are necessary to effect the quotation of Acquirer's
securities on the NASD Automated Quotation System;
5(c) They will deliver to Acquirer's former management the Form 8-K to be
filed to report the completion of this transaction so that Acquirer's former
management can review the descriptions contained therein of Acquirer and the
terms of the transactions contemplated by this Agreement;
5(d) They will deliver to Acquirer's former management, with a copy to
its counsel (at the addresses set forth herein), all reports, registration
statements and other documents, other than e exhibits, as filed with the SEC
and the NASD during the three year period commencing on the Closing Date, as
these are done and available; and
6. Closing
The Closing (the "Closing") shall take place upon such date (the Closing
Date") as the parties hereto may mutual agree upon, but shall be no earlier
than February 15, 1999. The closing shall take place at such place as may be
mutually agreed upon by the parties.
7. Conditions Precedent to Obligations of Acquired and Stockholders
All obligations of Acquired and stockholders under this Agreement are
subject to the fulfillment, prior to or on the Closing Date of each of the
following conditions:
7(a) The representation and warranties by or on behalf of Acquirer
contained in this Agreement or in any certificate or document delivered to
Acquired pursuant to this provisions hereof shall be true in all material
respects at and as of the time of losing as though such representations and
warranties were made at and as of such time.
7(b) Acquirer shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be performed or
complied with by its prior to or at the Closing:
7(c) The present Directors of Acquirer shall have caused the appointment
of all of Acquired nominees to the Board of Directors of Acquirer as directed
by Acquired and will make arranged for the resignation of the existing
officers and directors of Acquirer. The directors designated by Acquired for
appointment are set forth on Exhibit "F".
7(d) On the Closing Date, Acquirer shall have no liabilities or
obligations, fixed or contingent.
7(e) All instruments and documents delivered to Acquired and Stockholders
pursuant to the provisions hereof shall be reasonably satisfactory to legal
counsel for Acquired and Stockholders.
7(f) Acquirer shall have delivered to Acquired and Stockholders an
opinion of Aquiror's counsel, dated the Closing Date to the effect that:
(1) Acquirer is a corporation duly organized valid existing and in good
standing under the laws of the State of Nevada.
(2) Acquirer has the corporate power to carry on its business as now
being conducted.
(3) This agreement has been duly authorized, executed and delivered by
Acquirer and is a valid and binding obligation of Acquirer, enforceable in
accordance with its terms, except to the extent that enforcement is limited by
applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws
affecting creditor' rights and remedies generally or by general equity
principles (and excepting specific performance as a remedy);
Acquirer has taken all corporate action necessary for its due performance
under this Agreement
The execution and delivery by Acquirer of this Agreement an the
consummation of the transactions contemplated here by will not conflict with
or result in a breach of any provisions of Acquirer's Articles of
Incorporation or By-Laws or to the best of such counsel's knowledge after
inquiry and based upon information provided by Acquirer, constitute a default
under or give rise to a right of termination, acceleration, or cancellation
under any agreement under which Acquirer or any of its properties are bound or
violate any court order, writ or decree of injunction applicable to Acquirer;
Such counsel does not know, after inquiry, of (a) actions suits or other
legal proceedings or investigations pending or threatened against or relating
to or materially adversely affecting Acquirer; and (b) any unstisfield
judgment against Acquirer.
(7) The Authorized and, to such counsel's best knowledge after inquiry,
outstanding capitalization of Acquirer is as set forth in Section 4(i) all of
the outstanding shares of Acquirer's common stock are validly issued,
full-paid and non-assessable, without preemptive rights, and to the best
counsel's knowledge after inquiry, there are no outstanding subscriptions,
options, rights, warrants or other transfer agreements (whether oral or
written), other than as set forth in Section 4(j) of this Agreement.
7(g) There shall be delivered to the Stockholders an officer's certificate,
signed by L. Mychal Jefferson, President and, Secretary, to the effect that
all of the representations and warranties of the Acquirer set forth herein are
true and complete in all material respects as of the closing date, and that
the Acquirer has complied in all material respects with its covenants and
agreements set forth here required to be complied with by the closing.
Conditions Precedent to Obligations of Acquirer
All obligations of Acquirer under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions:
8(a) The representations and warranties by Acquired and Stockholders contained
in this Agreement or in any certificate or document delivered to Acquirer
pursuant to the provision hereof shall be true and all material respects at
and as of the time of Closing as though such representations and warranties
were made at and as of such time.
8(b) Acquired and Stockholders shall have performed and copied with all
covenants agreements, and conduits required by this Agreement to be performed
or complied with by it prior to or at the Closing;
8(c) Any and all officers or directors who are also Stockholders shall have
delivered to Acquirer an "investment letter" in the for attached as Exhibit
"G" agreeing that the Shares are being acquired for investment purposes only,
and not with a view immediate resale or distribution.
8(d) Acquired shall have delivered all of the exhibits and schedules required
herein; including the Financial Statements, to Aquiror and such exhibits
schedules and Financial Statements shall have been acceptable to Acquirer, in
its sole and absolute discretion.
8(e) Acquired shall have delivered to Acquirer an opinion of counsel, dated
the Closing Date, to the effect that:
(1) Acquired is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas and is duly qualified to do
business in any jurisdiction where so required;
(2) Acquired has the corporate power to carry on its business as now being
conducted.
(3) This Agreement has been duly authorized, executed and delivered by
Acquired and Stockholders, and is a valid and binding obligation of Acquired
and Stockholders enforceable in accordance with its terms, except to the
extent that enforcement is limited by applicable bankruptcy, reorganization,
moratorium, insolvency or similar laws after creditors' rights and remedies
generally or by general equity principal (and excluding specific performance
as a remedy), including limitations on enforcement by reason of fraudulent,
conveyance and corporate and other laws restricting indemnification by
corporations shareholders of a corporation, or its affiliates;
8(f) There shall be delivered to Acquirer a certificate executed by the
President and Secretary of Acquired to the effect that all of the
representations and warranties of the Aquiree set forth herein are true and
complete in all material respected as of the Closing Date, and that Acquired
has complied in all material respects with its covenants and agreement set
forth therein required to be complied with it by the closing.
Indemnification
Acquirer shall indemnify and hold harmless Acquired to this Agreement at
all times after the date of this Agreement against and in respect of any
liability damage or deficiency all actions suits, proceedings, demands,
assessments, judgments, costs and expenses including attorney's fee (through
all appeals) incident to any of the foregoing, resulting for any
misrepresentation, breach of covenant or warranty or non fulfillment of any
agreement on the part of such party under this Agreement or for any
misrepresentation or omission for any certificate furnished or to be furnished
to a party hereunder. Subject to the terms of this Agreement, the defaulting
party shall reimburse the other party or parties, on demand, for any
reasonable payment made by said parties at any time after Closing in respect
of any liability or claim to which the foregoing indemnity relates, if such
payment is made after reasonable notice to the other party defend or satisfy
the same and such party failed to defend or satisfy same.
Nature of Representations and Warranties
All of the parties hereto are executing and carrying out the provisions of
this Agreement in reliance o the representation, warranties, covenants and
agreements contained I this Agreement or at the Closing of the transaction
herein provided for and an investigation which they might have made or any
other representations warranties agreements, promises or information, written
or oral, made by the other party or any other person shall not be deemed a
waiver of any breach of any such representation warranty covenant or
agreement. Acquirer represents and agrees that its chief executive officer is
a sophisticated investor and that the business in which the Acquired is
engaged is subject to a high degree of competition from other companies, many
of which have greater financial and other resources than Acquired. For these
and other reasons an investment in Acquired's capital stock is subject to
substantial risks and speculative.- Whatever
Documents at Closing
At the Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
11(a) Stockholders will deliver, or cause to be delivered, to Acquirer the
following:
(1) Stock certificates for the shares of common stock of Acquired being
exchanged hereunder, duly endorsed or with stock powers attached in blank.
(2) All corporate records of Acquired, including without limitation corporate
minute books (which shall contain copies of the Articles of Incorporation and
by-laws, as amended to the Closing, stock books, stock transfer books,
corporate seals, and such other corporate books and records as may reasonably
be requested by Acquirer and its counsel:
3. The opinion of Counsel for Acquired as set forth herein:
A certificate executed by Acquired to the effect that all representations and
warranties made by Acquired and Stockholders respectively, under this
Agreement are (4) A certificate executed by Acquired to the effect that all
representations and warranties made by Acquired and Stockholders respectively,
under this Agreement are true and correct as of the Closing Date, as though
originally give to Acquirer on said date:
Such other instruments and documents, if any, as are required to be delivered
pursuant to the provisions of this Agreement, or which may be reasonably
requested in furtherance of the provisions of this Agreement.
Miscellaneous
12(a) Further Assurances. At any time, and from time to time, after the
Closing each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the
intent and purposes of this Agreement.
12(b) Waiver. Any failure on the part of any party hereto in complying with
any of its obligations; the party to whom such compliance is owed hereunder
may waive agreements or conditions in writing.
12(c) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent
by prepaid first class registered or certified mail, return receipt requested
to the following addresses or such other addresses as are given to other
parties in the manner set forth herein:
Mr. L. Mychal Jefferson
President
Unicorp, Inc.
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
With a copy to:
R. Noel Rodriguez
President
Auto AxzptCom, Inc.
410 Pinafore
Buda, Texas 78610
12(d) Headings. The section and subsection headings in the Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
12(e) Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12(f) Governing Law . This Agreement shall be governed by the laws of the
State of Delaware.
12(g) Binding Effect. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs,
administrators, executors, successor and assigns.
12(h) Entire Agreement. This Agreement is the entire agreement of the parties
covering everything agreed upon or understood in the transaction. There are
no oral promises, conditions, representation, understandings, interpretations
or terms of any kind as conditions or inducements to the execution hereof.
12(I) Time. Time is of the essence.
12(j) Severability. If any part of this Agreement is determined by a court of
competent jurisdiction to be unenforceable, the balance of the Agreement shall
remain in full force and effect.
12(k) Default Costs. In the event any party hereto has to resort to legal
action to enforce any of the terms hereof such party shall be entitled to
collect attorneys' fees and other costs for the party in default.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
ATTEST: UNICORP, INC.
By:__________________________ By:_____________________________
ATTEST: AUTO AXZPTCOM, INC.
By_________________________ By:_____________________________
STOCKHOLDERS OF
AUTO AXZPTCOM, INC.
____________________________ ________________________________
____________________________
____________________________
