UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 15, 1996
Commission file number 0-16734
C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in charter)
Nevada 87-0217252
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 Cactus Garden Drive, F-60
Green Valley (Henderson), Nevada 89014
(Address of Principal Executive Office) (Zip Code)
(702) 893-4747
(Registrant's Telephone Number, Including Area Code)
Copies To:
Gerald Levine
President
23 Cactus Garden Drive, F-23
Henderson, Nevada 89014
(702)893-4747
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C.E.C. Industries Corp. Page 2
Item No 1 Changes in Control of Registrant.
No events to report.
Item No. 2. Acquisition or Disposition of Assets.
On June 15, 1996, the Company entered into a Stock Exhange Agreement to
acquire 100% of the issued and outstanding stock of Auto Express, Inc., a
Colorado Corporation involved in the transportation of Automobiles nationwide.
Auto Express had sales of $680,000 in 1994, and $1,800,000 in 1995, and has
projected sales of over $3 Million for fiscal 1996. Pursuant to the terms
of the agreement, the Company will issue 500,000 shares for stock of the
acquisition.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
No events to report.
Item No. 5. Other Events.
No events to report.
Item No. 6. Resignation of Registrant's Directors.
No events to report.
Item No. 7. Financial Statements, Proforma Financial Information and Exhibits.
Exhibit - Stock Exchange Agreement.
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C.E.C. Industris Corp. Page Three
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
C.E.C. Industries Corp.
By: /s/Gerald Levine Dated: June 26, 1996
Gerald Levine, President
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AGREEMENT
CONCERNING THE EXCHANGE OF COMMON STOCK
BETWEEN
C.E.C. INDUSTRIES CORP.
AND
THE SHAREHOLDERS OF AUTO EXPRESS, INC.
AGREEMENT, made this 15th day of June, 1996 by and between C.E.C. Industries,
Inc. a Nevada corporation ("CEC"), and the Shareholders of Auto Express, Inc.,
a Colorado corporation ("AUTO EXPRESS").
WHEREAS, CEC desires to acquire all of the issued and outstanding shares of
common stock of AUTO EXPRESS in exchange for Common Shares of stock in CEC:
NOW, THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
1.1 ISSUANCE OF SHARES. Subject to all of the terms and conditions
of this Agreement, CEC agrees to offer 500,000 shares in treasury
common stock in CEC in exchange for all of the shares of AUTO
EXPRESS Common stock issued and outstanding. The common stock in
CEC will be issued directly to the shareholders of AUTO EXPRESS as
follows:
Leon Harte 255,000 51%
Debbie Harte 120,000 24%
Byron Weiss 125,000 25%
1.2 EXEMPTION FROM REGISTRATION. The parties hereto intend that the
Common stock to be issued by CEC to the shareholders of AUTO EXPRESS
shall be exempt form the registration requirement of the Securities
Act of 1922, as amended (the "Act"), pursuant to section 4(2) and/or
3 (b) of the Act and the rules and regulation promulgated thereunder.
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1.3 INVESTMENT INTENT. Prior to the consummation of the Exchange Offer,
the shareholders of AUTO EXPRESS shall execute Letters of Acceptance
and such other documents containing, among other things,
representations and warranties relating to investment intent and
investor status, restrictions on transferability and restrictive
legends such that the counsel for both CEC and AUTO EXPRESS shall be
satisfied that the exchange of shares as contemplated by this
Agreement will be exempt form the registration requirements of the
Act.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF AUTO EXPRESS
AUTO EXPRESS represents and warrants to CEC that:
2.1 ORGANIZATION. AUTO EXPRESS is a corporation duly organized, validly
existing, and in good standing under the laws of the state of
Colorado, has all necessary corporate powers to own it's properties
and to carry on it's business as now owned and operated by it, and
is duly qualified to do business and is in good standing in each of
the states where it's business requires qualification.
2.2 CAPITAL. The authorized capital stock of AUTO EXPRESS consists of
10,000 shares of Common stock, no par value, of which 10,000 shares
are currently issued and outstanding. All of the issued and
outstanding shares of AUTO EXPRESS are duly and validly issued,
dully paid and non-assessable. There are no outstanding
subscriptions, option, rights, warrants, debentures, instruments,
convertible securities or other agreements or commitments obligating
AUTO EXPRESS to issue or transfer from treasury any additional
shares of it's capital stock of any class.
2.3 SUBSIDIARIES. As of the date hereof, AUTO EXPRESS does not have any
subsidiaries or own any interest in any other enterprise (whether or
not such enterprise in a corporation) except as disclosed herein.
2.4 DIRECTORS AND OFFICERS. The officers and directors of AUTO EXPRESS
as of the date of this contract are Leon Harte as President and
Director, and Debbie Harte as Secretary and Director.
2.5 FINANCIAL STATEMENTS. Exhibit 2.5 to this Agreement, the text of
which is hereby incorporated herein by reference, consists of the
financial statements of AUTO EXPRESS as of May 31, 1996.
2.6 ABSENCE OF CHANGES. Since the date of the balance sheet included in
Exhibit 2.5 there has not been any substantial change in the
financial condition or operations of AUTO EXPRESS except for changes
in the ordinary course of business, which changes have not in the
aggregate been materially adverse.
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2.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of the date of the
balance sheet included in Exhibit 2.5, AUTO EXPRESS did not have any
material debt, liability, or obligation of any nature, whether
accrued, absolute, contingent or otherwise and whether due to or
become due, that is not reflected in such balance sheet.
2.8 TAX RETURNS. Within the times and in the manner prescribed by the
law, AUTO EXPRESS has filed all federal, state and local tax returns
required by law, or has filed proper extensions and has paid all
taxes, assessments and penalties due and payable. The provisions
for taxes, if any, reflected in the balance sheet included in
Exhibit 2.5 are adequate for any and all federal, state and local
taxes for the period ending on the date of that balance sheet and
for all prior periods, whether or not disputed. There are no
present disputes as to taxes of any nature payable by AUTO EXPRESS.
2.9 PATENTS, TRADEMARKS AND RIGHTS. AUTO EXPRESS does not use any
trademark, service mark, trade name or copy right in it's business
or own any patents, patent applications, trademarks, trademark
registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications. No person owns
any patent, patent application, trademark, trademark registration or
application, service mark, trade name, copyright registration or
application the use of which is necessary or contemplated in
connection with the operation of AUTO EXPRESS's business except as
described in this sub-paragraph.
2.10 COMPLIANCE WITH LAWS. AUTO EXPRESS has complied with and is not
in violation of applicable federal, state and local laws, statutes
and regulations (including, without limitation, any applicable
building, zoning or other law, ordinance or regulation) affecting
it's properties or the operation of it's business.
2.11 LITIGATION. AUTO EXPRESS is not a party to any suit, action,
arbitration or legal, administrative or other proceeding, or
governmental investigation pending or to the best knowledge of
AUTO EXPRESS, threatened against or affecting AUTO EXPRESS or its
business, assets or financial condition. AUTO EXPRESS is not in
default with respect to any order, writ, injunction or decree of any
federal, state, local or foreign court, department, agency or
instrumentality. AUTO EXPRESS is not engaged in any legal action to
recover monies due to it.
2.12 AUTHORITY. The board of directors of AUTO EXPRESS has authorized
the execution of this Agreement and the consummation of transaction
contemplated herein. AUTO EXPRESS has full power to deliver,
execute and perform this Agreement and this Agreement is a valid,
legal and binding obligation of AUTO EXPRESS and is enforceable in
accordance with it's terms and conditions.
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2.13 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of
this Agreement by AUTO EXPRESS and the performance by AUTO
EXPRESS of it's obligations hereunder in the time and manner
contemplated will not cause, constitute or conflict with or result
in (a) any breach or violation of any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instruments, articles of incorporation, bylaws or other agreement or
instrument to which AUTO EXPRESS is a party or by which it may be
bound, nor will any consents or authorizations of any party other
than those hereto be required, (b) an event that would permit any
party to any agreement or instrument to terminate it or to accelerate
the maturity of any indebtedness or other obligation of AUTO EXPRESS
or any event that would result in the creation or imposition of any
lien, charge or encumbrance on any asset of AUTO EXPRESS.
2.14 FULL DISCLOSURE. None of the representations and warranties made
by AUTO EXPRESS herein, or in any exhibit, certificate or memorandum
furnished or to be furnished by AUTO EXPRESS or on it's behalf,
contains or will contain any untrue statement of material fact the
omission of which would be misleading.
2.15 ASSETS. Other than as described in Exhibit 2.5, AUTO EXPRESS has
good and marketable title to all of it's property free and clear of
any and all liens, claims and encumbrances of any nature, form or
description.
2.16 INDEMNIFICATION. AUTO EXPRESS agrees to defend and hold CEC
harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties and
reasonable attorney fees, that it shall incur or suffer, which arise
out of, result form or relate to any breach of, or failure by AUTO
EXPRESS to perform by of it's respective representations, warranties,
covenants and agreements in this Agreement or in any exhibit or other
instrument furnished or to be furnished by AUTO EXPRESS under this
Agreement.
ARTICLE III
CEC represents and warrants to AUTO EXPRESS that:
3.1 ORGANIZATION. CEC is a corporation duly organized, validly existing
and in good standing under the laws of the state of Nevada, has all
necessary corporate powers to own it's properties and to carry on
it's business as now owned and operated by it, and is duly qualified
to do business and is in good standing in each of the state where
it's business require qualification.
3.2 CAPITAL. The authorized Common stock of CEC consists of 50,000,000
shares of which approximately 16,000,000 shares are currently issued
and outstanding. All of the issued and outstanding shares of CEC are
duly and validly issued, fully paid and non-assessable.
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3.3 SUBSIDIARIES. As of the date hereof, CEC has three subsidiaries,
Moonridge Developement Corp., Mid-Nevada Art, Inc. and Basia
Holdings, Inc.
3.4 DIRECTORS AND OFFICERS. Exhibit 3.4, annexed hereto and hereby
incorporated herein by reference, contains the names and titles of
all directors and officers of CEC as of the date of this Agreement.
3.5 FINANCIAL STATEMENTS. Exhibit 3.5 to this Agreement, the text of
which is hereby incorporated herein by reference, consists of the
audited financial statements of CEC as of March 31, 1995),
containing the audited balance sheet of CEC and the related
statements of operations, statements of stockholders' equity and
changes in financial position for the period then ended. The
financial statements have been prepared in accordance with the
generally accepted accounting principles and practices consistently
followed by CEC throughout the period indicated and fairly present
the financial position of CEC as of the date of the balance sheet
included in the financial statements and the results of operations
for the period indicated.
3.6 ABSENCE OF CHANGES. Since March 31, 1995, there has not been any
substantial change in the financial condition or operations of CEC,
except for changes in the ordinary course of business, which changes
have not in the aggregate been materially adverse.
3.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of March 31, 1995, CEC
did 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 CEC balance
sheet as of March 31, 1995.
3.8 AUTHORITY. The board of directors of CEC has authorized the
execution of this Agreement and the consummation of transaction
contemplated herein. CEC has full power to deliver, execute and
perform this Agreement and this Agreement is a valid, legal and
binding obligation of CEC and is enforceable in accordance with it's
terms and conditions.
3.9 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of
this Agreement by CEC and the performance by CEC of it's obligations
hereunder in the time and manner contemplated will not cause,
constitute or conflict with or results in (a) any breach or
violation of any of the provisions of or constitute a default under
any license, indenture, mortgage, charter, instruments, articles of
incorporation, bylaws or other agreement or instrument to which CEC
is a party or by which it may be bound, nor will any consents or
authorizations of any party other than those hereto be required, (b)
an event that would permit any party to any agreement or instrument
to terminate it or to accelerate the maturity of any indebtedness or
other obligation of CEC or any event that would result in the
creation or imposition of any lien, charge or encumbrance on any
asset of CEC.
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3.10 FULL DISCLOSURE. None of the representations and warranties made
by CEC herein, or any exhibit, certificate or memorandum furnished
or to be furnished by CEC or on it's behalf, contains or will
contain any untrue statement of material fact the omission of which
would be misleading.
3.11 ASSETS. CEC has good and marketable title to all of it's property
free and clear of any and all liens, claims and encumbrances of any
nature, form or description except as described in the financial
statement.
3.17 INDEMNIFICATION. CEC agrees to defend and hold AUTO EXPRESS
harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties and
reasonable attorney fees, that it shall incur or suffer, which arise
out of, result from or relate to any breach of, or failure by CEC to
perform any of it's respective representations, warranties,
covenants and agreements in this Agreement or in any exhibit or
other instrument furnished or to be furnished by CEC under this
Agreement.
ARTICLE IV
COVENANTS
4.1 INVESTIGATIVE RIGHTS. From the date of this Agreement until the
closing date, each party shall provide to the other party, and such
other party's counsels, accountants, auditors and other authorized
representatives, full access during normal business hours and upon
reasonable advanced written notice to all of each party's
properties, books, contracts, commitments and records for the
purpose of examining the same. Each party shall furnish the other
party with all information concerning each party's affairs as the
other party may reasonably request.
4.2 CONDUCT OF BUSINESS. Prior to the closing, AUTO EXPRESS shall
conduct it's business in the normal course and shall not sell,
pledge or assign any assets, without prior written approval of the
other party, except in the regular course of business. AUTO EXPRESS
shall amend it's articles of incorporation (except as described
herein) or bylaws, declare dividends, redeem or sell stock or other
securities, incur any additional or newly-funded liabilities,
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 it's stated amount or enter into any other transaction
other than in the regular course of business.
4.3 REQUIRED CORPORATE ACTION BY AUTO EXPRESS. AUTO EXPRESS shall
cause a meeting of its directors to be duly called and held as soon
as practicable for the purpose of (i) election of Gerald Levine,
Marie Levine and Byron Weiss as officers and directors of the
corporations and (ii) the approval by the directors of this
Agreement.
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4.4 OFFICERS AND DIRECTORS. Effective on the closing date, the officers
and directors of AUTO EXPRESS will consist of the following:
Leon Harte - President, Director
Debbie Harte - Secretary and Treasurer, Director
Byron Weiss - Director
Gerald Levine - Director
Marie Levine - Director
ARTICLE VI
CLOSING
7.1 CLOSING. The closing of this transaction shall be held in Devner,
Colorado, or such other place as shall mutually be agreed upon, on
such date as shall be mutually agreed upon by the parties.
At the closing the following documents, in form reasonably acceptable to
counsel to the parties or as set forth herein, shall be delivered:
By CEC:
A. An officer's certificate, dated the closing date, that all
representations, warranties, covenants and conditions set
forth in this Agreement on behalf of CEC are true and
correct as of or have been fully performed and compiled
with by the closing date.
B. A signed Consent and/or minutes of the Directors of CEC
approving this Agreement and issuance of shares and each
matter to be approved by the Directors of CEC under this
Agreement.
By AUTO EXPRESS:
A. An officer's certificate, dated the closing date, that all
representations, warranties, covenants and conditions set
forth in this Agreement on behalf of AUTO EXPRESS are true
and correct as of or have been fully performed and
compiled with by the closing date.
B. A signed Consent and/or minutes of the Directors of AUTO
EXPRESS approving this Agreement and each matter to be
approved by the Directors of AUTO EXPRESS under this
Agreement.
7.2 ISSUANCE OF CEC STOCK: As promptly as practicable after the closing
date, each holder of an outstanding certificate or certificates
representing shares of AUTO EXPRESS Common stock shall surrender the
same to CEC and shall receive, in exchange, a certificate or
certificates representing the number of shares of CEC Common stock
for which the shares of AUTO EXPRESS Common stock represented by the
certificate or certificates shall have been exchanged. See
Exhibit 7.2.
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ARTICLE VIII
REMIDITIES
8.1 DISPUTES. Any dispute that might arise over the enforcement,
interpretation or execution of this Agreement and which is not
amicably settled will be submitted to arbitration in Nevada, before
a panel of arbitrators selected as follows: Within ten (10) days
of demand by either party for arbitration, each party will select
one (1) arbitrator and those (2) two persons shall constitute a
panel of arbitrators. The arbitrators will conduct the hearings on
continuous business days, and their decisions will be by majority
vote. All costs of the arbitrators will be shared equally, but the
arbitrators are authorized to award costs and counsel fees to the
prevailing party, if necessary. All documents to be brought into
evidence will be produced within 10 days of notice of request for
arbitration.
8.2 COSTS. If any legal action or any arbitration or other proceeding
is brought for the enforcement of this Agreement or because of an
alleged dispute, breach, default or misrepresentation in connection
with any of the provisions of this Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable
attorney's fees and other costs incurred in that action or proceeding,
in addition to any other costs incurred in that action or proceeding,
in addition to any other relief to which it or they may be entitled.
8.3 TERMINATION. In addition to the other remedies, any of the parties
hereto may on the closing date terminate this Agreement, without
liability if the respective Board of Directors of CEC and AUTO
EXPRESS shall consent to the termination of this Agreement.
ARTICLE IX
MISCELLANEOUS
9.1 CAPTIONS AND HEADINGS. The Articles and paragraph headings
throughout this Agreement are for convenience and reference only and
shall in no way be deemed to define, limit or add to the meaning of
any provision of this Agreement.
9.2 NO ORAL CHANGE. This Agreement and any provisions hereof, may not
be waived, changed, modified or discharged orally, but it can be
changed by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is
sought.
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9.3 NON-WAIVER. Except as otherwise expressly provided herein, no
waiver of any covenant, provision or condition of this Agreement
shall be deemed to have been made unless expressly in writing and
signed by the party against whom such waiver is charged and (i)
the failure of any party to insist in any one or more cases upon the
performance of any of the provision, covenants or conditions of this
Agreement or to exercise any option herein contained shall not be
construed as a waiver or relinquishment for the future of any such
provisions, covenants or conditions, (ii) the acceptance of
performance of anything required by this agreement to be performed
with the knowledge of the breach or failure of a covenant, provision
or conditions hereof shall not be deemed a waiver of such breach or
failure and (iii) no waiver by any party shall be construed as a
waiver with respect to any other or subsequent breach.
9.4 TIME OF ESSENCE. Time is the essence of this Agreement and of
each and every provision hereof.
9.5 ENTIRE AGREEMENT. This Agreement contains the entire Agreement and
understanding between the parties hereto and supersedes all prior
agreements and understandings.
9.6 CHOICE OF LAW. This Agreement and it's application shall be governed
by the laws of the state of Nevada.
9.7 COUNTERPARTS. This Agreement may be executed simultaneously in one
or more counterparts each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
9.8 NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writhing and shall be deemed to
have been duly given on the date of service if given personally on
the party to whom notice is to be given or on the third day after
mailing if mailed to the party to whom notice is to be given, by
first class mail, registered or certified, postage prepaid and
properly addressed as follows:
C.E.C. Industries Corp.
23 Cactus Gargen Dr. F-23
Henderson, Nevada 89014
AUTO EXPRESS
1717 E. 39th Ave.
Denver, CO 80205
Byron Weiss
3939 Williams Street
Denver, CO 80205
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9.9 BINDING EFFECT. This Agreement shall inure to and be binding
upon the heirs, executors, personal representatives, successors and
assigns of each of the parties to this agreement.
9.10 EFFECT OF CLOSING. All Representations, warranties, covenants and
agreements of the parties contained in this Agreement, or in any
instrument, certificate, opinion or other writing provided for in it
shall survive the closing of this Agreement.
9.11 MUTUAL COOPERATION. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement and shall execute
such other and further actions as may be necessary or convenient to
effect the transaction described herein.
9.12 ANNOUNCEMENTS. CEC will be announcing this transactions to the
general public or to employees, customers or suppliers.
9.13 EXPENSES. Each party will pay it's own legal, accounting and any
other out-of-pocket expenses reasonably incurred in connection with
this transaction, whether or not the transaction contemplated hereby
is consummated.
9.14 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties and agreements of the parties set forth in this Agreement
shall survive the Closing irrespective of any investigation made for
or on behalf of any party.
9.16 EXHIBITS. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for hereinabove,
including any items referenced therein or required to be attached t
hereto. Any material changes to the Exhibits shall be immediately
disclosed to the other party.
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AGREED TO AND ACCEPTED as of the date first above written:
C.E.C. INDUSTRIES CORP.
/s/Gerald Levine
Gerald Levine, President
AUTO EXPRESS, INC.
/s/Leon Harte
Leon Harte, President
/s/Leon Harte
Leon Harte, Shareholder
/s/Debbie Harte
Debbie Harte, Shareholder
/s/Byron Weiss
Byron Weiss, Shareholder
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EXHIBIT 7.2 ISSUANCE OF CEC STOCK:
NAME CEC STOCK AUTO EXPRESS
OF SHAREHOLDERS TO BE ISSUED TO BE SURRENDERED
LEON HARTE 255,000 5,100
DEBBIE HARTE 120,000 2,400
BYRON WEISS 125,000 2,500
