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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. )*
Silverthorne Production Company
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(Name of Issuer)
Common Stock $0.001 par value per share
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(Title of Class of Securities)
82845R
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(CUSIP Number)
Jimmy L. Boswell, 3220 S. Higuera Street, Suite 304
San Luis Obispo, California 93401
(805) 786-2640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 1999
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(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-l(b)(3) or (4), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be 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 of
1934 ("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).
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SCHEDULE 13D
CUSIP No. 82845R
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Inter-American Telecommunications Holding Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 24,195,384 Shares
OWNED BY ----------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING -0-
PERSON ----------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
24,195,384 Shares
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,195,384 Shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
51.6%
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14. TYPE OF REPORTING PERSON (See Instructions)
CO
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2
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement relates
is shares of Common Stock, $.001 par value ("Common Stock"), of Silverthorne
Production Company (the "Issuer").
The name and address of the principal executive offices of the Issuer are:
Silverthorne Production Company
7001 Seaview Avenue, NW, Suite 210
Seattle, Washington 98117
ITEM 2. IDENTITY AND BACKGROUND
I-A. (a) Inter-American Telecommunications Holding Corporation ("ITHC").
(b) The principal office address of ITHC is 2608 Second Avenue, Suite 108,
Seattle, Washington 98120.
(c) The principal business of ITHC was providing, carrying and reselling
domestic and international long distance telephone services and
products.
(d) During the last five years, ITHC has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, ITHC has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) ITHC is a United States corporation organized under the laws of
Delaware.
I-B. (a) Jimmy Lee Boswell is President and Chief Operating Officer of ITHC and
is the President and Chief Operating Officer of the Issuer.
(b) The business address of Jimmy Lee Boswell is 3220 South Higuera
Street, Suite 304, San Luis Obispo, California 93401.
(c) The principal occupation of Jimmy Lee Boswell is as President of
Aquila International Telecommunications, Inc.
(d) During the last five years, Jimmy Lee Boswell has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Jimmy Lee Boswell has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Jimmy Lee Boswell is a U.S. citizen.
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I-C. (a) David G. Lucas is a director and the Chief Financial Officer of ITHC
and is the Chief Financial Officer of the Issuer.
(b) The business address of David G. Lucas is 3220 South Higuera Street,
Suite 304, San Luis Obispo, California 93401.
(c) The principal occupation of David G. Lucas is as Vice President of
Finance of Aquila International Telecommunications, Inc.
(d) During the last five years, David G. Lucas has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, David G. Lucas has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) David G. Lucas is a U.S. citizen.
I-D (a) David L. Jackson is a director and the Secretary of ITHC and is a
director and the Vice President and Secretary of the Issuer.
(b) The business address of David L. Jackson is 3707 Calle Cortejo, Rancho
Santa Fe, California 92067.
(c) The principal occupation of David L. Jackson is as the Vice President
and Secretary of the Issuer and as an arbitrator in dispute resolution
of commercial and labor law.
(d) During the last five years, David L. Jackson has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, David L. Jackson has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) David L. Jackson is a U.S. citizen.
I-E (a) Kevin Anderson is a director of ITHC.
(b) The business address of Kevin Anderson is 2608 Second Avenue, Suite
108, Seattle, Washington 98120.
(c) The principal occupation of Kevin Anderson is as a consultant.
(d) During the last five years, Kevin Anderson has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Kevin Anderson has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Kevin Anderson is a U.S. citizen.
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I-F (a) Darrell H. Hughes is the Chief Executive Officer of ITHC and Chairman
of the Board and the Chief Executive Officer of the Issuer.
(b) The business address of Darrell H. Hughes is 7001 Seaview Avenue, NW,
Suite 210, Seattle, Washington 98117.
(c) The principal occupation of Darrell H. Hughes is as Chief Executive
Officer of Silverthorne Production Company.
(d) During the last five years, Darrell H. Hughes has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Darrell H. Hughes has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Darrell H. Hughes is a U.S. citizen.
II-A.(a) Cognigen Corporation ("Cognigen") is a controlling corporation of
ITHC.
(b) The principal office address of Cognigen is 8711 15th Ave NW, Seattle,
Washington 98117.
(c) The principal business of Cognigen is internet marketing of
long-distance telecommunications services.
(d) During the last five years, Cognigen has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Cognigen has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Cognigen is a United States corporation organized under the laws of
Nevada.
II-B (a) Kevin Anderson is a Director, President, and a controlling person of
Cognigen.
(b) (b)-(f) See Item I-E above.
II-C (a) Laurel Anderson is a Director, Vice-President and Treasurer of
Cognigen. Ms. Anderson is the spouse of Kevin Anderson.
(b) The principal office address of Laurel Anderson is 2608 Second Avenue,
Suite 108, Seattle, Washington 98121.
(c) The principal occupation of Laurel Anderson is as a telecommunications
and business agent for Cognigen.
(d) During the last five years, Laurel Anderson has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Laurel Anderson has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Laurel Anderson is a U.S. citizen.
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II-D (a) Peter Tilyou is Secretary of Cognigen.
(b) The principal office address of Peter Tilyou is 2608 Second Avenue,
Suite 108, Seattle, Washington 98121.
(c) The principal occupation of Peter Tilyou is as a consultant.
(d) During the last five years, Peter Tilyou has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Peter Tilyou has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Peter Tilyou is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Issuer and ITHC entered into a Stock Purchase and Asset Acquisition
Agreement dated August 19, 1999 (attached hereto as Exhibit 1) in which the
Issuer and ITHC agreed that the Issuer would acquire all of the assets owned by
ITHC in order to maximize the Issuer's business development for the benefit of
the Issuer and its shareholders. On August 20, 1999, the Issuer completed the
first closing of the acquisition of all of the assets of ITHC in exchange for
29,242,953 shares of the Issuer's Common Stock. On November 24, 1999 ITHC
transferred 150,000 shares of the Issuer's Common Stock to two persons in
partial payment of a finder's fee. On December 27, 1999, the Issuer and ITHC
agreed that the total number of shares of the Issuer's Common Stock that were to
be issued at the first closing was 11,742,953 shares rather than 29,242,953
shares and the total number of shares to be issued at the second closing was
37,298,444 shares. As a result of ITHC's right to receive the 11,742,953 shares
of the Issuer's Common Stock, the transfer of 150,000 shares of the Issuer's
Common Stock and the previous sale of 12,602,431 shares of the Issuer's Common
Stock to ITHC, ITHC currently owns 24,195,384, or approximately 51.6% of the
Issuer's outstanding shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
As described in Item 3 above, on August 20, 1999 the Issuer and ITHC
completed the first closing of the Stock Purchase and Asset Acquisition
Agreement, the purpose of which was to enable the Issuer to acquire all of the
assets of ITHC and, thus, enable the Issuer to commence business operations. As
a result of the transaction, ITHC will ultimately own approximately 84.59% of
the outstanding shares of the Issuer. ITHC plans to liquidate and to distribute
the Issuer's shares to its shareholders.
Except as stated below, ITHC has no plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the Issuer or
the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
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(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; except that the
current directors and officers of the Issuer (other than David L. Jackson) were
appointed as a result of the acquisition of the assets by ITHC and except that
the Issuer plans to hold an Annual Meeting of Shareholders at which the current
directors and additional directors will be nominated for election;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the Act; or
(j) An action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Inter-American Telecommunications Holding Corporation ("ITHC")
As of the date of this Schedule 13D, ITHC, which is a private company,
beneficially owned 24,195,384 shares of the Common Stock of the Issuer, which
constitute approximately 51.6% of the outstanding shares of the Common Stock of
the Issuer. ITHC has sole voting and dispositive power over the shares.
(b) Jimmy Lee Boswell
As of the date of this Schedule 13D, Mr. Boswell owned approximately 2.6%
of the outstanding common stock of ITHC which owned 24,195,384 shares of the
Common Stock of the Issuer. Mr. Boswell disclaims beneficial ownership of the
629,080 shares which represent approximately 2.6% of the Issuer's shares owned
by ITHC. In addition, Mr. Boswell is the beneficial owner of a presently
exercisable option to purchase 1,600,000 shares of the Common Stock of the
Issuer.
(c) David G. Lucas
As of the date of this Schedule 13D, Mr. Lucas owned approximately 2.6% of
the outstanding common stock of ITHC which owned 24,195,384 shares of the Common
Stock of the Issuer. Mr. Lucas disclaims beneficial ownership of the 629,080
shares which represent approximately 2.6% of the Issuer's shares owned by ITHC.
In addition, Mr. Lucas is the beneficial owner of a presently exercisable option
to purchase 1,600,000 shares of the Common Stock of the Issuer.
(d) David L. Jackson
As of the date of this Schedule 13D, Mr. Jackson owned approximately 3.5%
of the outstanding common stock of ITHC which owned 24,195,384 shares of the
Common Stock of the Issuer. Mr. Jackson disclaims beneficial ownership of the
849,893 shares which represent approximately 3.5% of the Issuer's shares owned
by ITHC. In addition, Mr. Jackson is the beneficial owner of 20,000 shares of
the Common Stock of the Issuer and of an option to purchase 1,600,000 shares of
the Common Stock of the Issuer.
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(e) Darrell H. Hughes
As of the date of this Schedule 13D, Mr. Hughes owned approximately 10.5%
of the outstanding common stock of ITHC which owned 24,195,384 shares of the
Common Stock of the Issuer. Mr. Hughes disclaims beneficial ownership of the
2,540,516 shares which represent approximately 10.5% of the Issuer's shares
owned by ITHC. In addition, Mr. Hughes owns 2,000 shares of the Common Stock of
the Issuer and an option to purchase 1,600,000 shares of the Common Stock of the
Issuer.
(f) Cognigen Corporation
As of the date of this Schedule 13D, Cognigen owned approximately 57.9% of
the outstanding common stock of ITHC which owns 24,195,384 shares of the Common
Stock of the Issuer. Cognigen may be deemed to beneficially own 24,195,384
shares of the Issuer or approximately 51.6% of the total outstanding Common
Stock of the Issuer through Cognigen's ownership of ITHC.
(1) Kevin Anderson
Mr. Anderson is a controlling shareholder of Cognigen and a director of
ITHC. As of the date of this Schedule 13D, Cognigen owned approximately 57.9% of
the outstanding common stock of ITHC. Cognigen may be deemed to beneficially own
24,195,384 shares of the Common Stock of the Issuer through Cognigen's ownership
of ITHC. Mr. Anderson has the sole right to vote and make investment decisions
on behalf of Cognigen. In addition, Mr. Anderson and members of his family are
the beneficiaries of the Anderson Family Trust #1 which owned as of the date of
this Schedule 13D approximately 98.9% of the outstanding common stock of
Cognigen and owns an option to purchase 12,000,000 shares of the Common Stock of
the Issuer. Therefore, Mr. Anderson may be deemed to beneficially own the
24,195,384 shares of the Issuer's common stock that Cognigen may be deemed to
beneficially own. Mr. Anderson may be deemed to beneficially own a total of
36,195,384 shares of the Common Stock of the Issuer, or approximately 61.5% of
the total outstanding Common Stock of the Issuer
(2) Anderson Family Trust #1
As of the date of this Schedule 13D, the Anderson Family Trust #1 owned
approximately 98.9% of the outstanding common Stock of Cognigen and owns an
option to purchase 12,000,000 shares of the Common Stock of the Issuer. As of
the date of this Schedule 13D, Cognigen owned approximately 57.9% of the
outstanding common stock of ITHC. Cognigen may be deemed to beneficially own
24,195,384 shares of the Common Stock of the Issuer through Cognigen's ownership
of ITHC. The Anderson Family Trust #1 may be deemed to beneficially own the
24,195,384 shares of the Common Stock of the Issuer held by ITHC through its
ownership of Cognigen. In addition, the Anderson Family Trust #1 owns an option
to purchase 12,000,000 shares of the Common Stock of the Issuer. The Anderson
Family Trust #1 may be deemed to beneficially own a total of 36,195,384 shares
of the Common Stock of the Issuer, or approximately 61.5% of the total
outstanding Common Stock of the Issuer.
(3) Laurel Anderson
Ms. Anderson is the wife of Kevin Anderson. Ms. Anderson's husband is a
beneficiary of the Anderson Family Trust #1 which owns approximately 98.9% of
the outstanding common stock of Cognigen and owns an option to purchase
12,000,000 shares of the Common Stock of the Issuer. Cognigen may be deemed to
beneficially own 24,195,384 shares of the Common Stock of the Issuer through
Cognigen's ownership of ITHC. Ms. Anderson may be deemed to beneficially own the
24,195,384 shares of the Issuer's common stock that Cognigen may be deemed to
beneficially own. Ms. Anderson may be deemed to beneficially own a total of
36,195,384 shares of the Common Stock of the Issuer, or approximately 61.5% of
the total outstanding Common Stock of the Issuer.
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(4) Peter Tilyou
Mr. Tilyou is Secretary of Cognigen. Mr. Tilyou is the sole trustee, but
not a beneficiary of, the Anderson Family Trust #1 which owns approximately
98.9% of the outstanding common stock of Cognigen and owns an option to purchase
12,000,000 shares of the Common Stock of the Issuer. Cognigen may be deemed to
beneficially own 24,195,384 shares of the Common Stock of the Issuer through
Cognigen's ownership of ITHC. Mr. Tilyou may be deemed to beneficially own the
24,195,384 shares of the Issuer's common stock that Cognigen may be deemed to
beneficially own. Mr. Tilyou may be deemed to beneficially own a total of
36,195,384 shares of the Common Stock of the Issuer, or approximately 61.5% of
the total outstanding Common Stock of the Issuer.
(g) Transactions in last sixty (60) days
On August 20,1999 the Issuer completed the first closing of the acquisition
of all of the assets of ITHC in exchange for shares of common stock of the
Issuer. On November 24, 1999, ITHC transferred 150,000 shares of the Common
Stock of the Issuer to two persons in partial payment of a finder's fee. On
December 27, 1999, the Issuer and ITHC agreed that the total number of shares of
the common stock of the Issuer that were to be issued at the first closing was
11,742,953 shares rather than 29,242,953 shares and therefore ITHC returned
17,500,00 shares that were acquired at the first closing to ITHC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the entities named in Item 2 and any person or
entity with respect to any securities of the Issuer, including but not limited
to, transfer of or voting of any of the securities of the Issuer, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits and loss, or the giving or withholding of proxies,
or a pledge or contingency the occurrence of which would give another person
voting power or investment power over the securities of the Issuer, except as
follows: ITHC and the Issuer are parties to that certain Stock Purchase and
Asset Acquisition Agreement dated August 19, 1999 (attached hereto as Exhibit 1)
and the amendment thereto dated December 27, 1999 (attached hereto as Exhibit
2).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Stock Purchase and Asset Acquisition Agreement by and among
Silverthorne Production Company, Inter-American Telecommunications Holding
Corporation, and David L. Jackson, Patricia A. Jackson, Eric J. Sundsvold and
Karrie R. Jackson, C/F W.R. Jackson dated August 19, 1999.
Exhibit 2. Amendment to Stock Purchase and Asset Acquisition Agreement by and
among Silverthorne Production Company, Inter-American Telecommunications Holding
Corporation, and David L. Jackson, Patricia A. Jackson, Eric J. Sundsvold and
Karrie R. Jackson C/F W.R. Jackson dated December 27, 1999.
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.
May 1, 2000
INTER-AMERICAN TELECOMMUNICATIONS
HOLDING CORPORATION
By: /s/ Jimmy Lee Boswell
---------------------------------
Jimmy Lee Boswell, President and
Chief Operating Officer
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EXHIBIT 1
STOCK PURCHASE AND
ASSET ACQUISITION AGREEMENT
This Stock Purchase and Asset Acquisition Agreement (the "Agreement") is
entered into as of this 19th day of August 1999, by and among Silverthorne
Production Company, a Colorado corporation ("Silverthorne"), Inter-American
Telecommunications Holding Corporation, a Delaware corporation ("ITHC"), and
David L. Jackson, Patricia A. Jackson, Eric J. Sundsvold, and Karrie R. Jackson,
C/F W.R. Jackson (the "Selling Shareholders").
RECITALS
WHEREAS, Silverthorne is a publicly-traded company which has evaluated and
wishes to acquire all of the assets owned by ITHC in order to maximize
Silverthorne's business development for the benefit of Silverthorne and its
shareholders;
WHEREAS, ITHC is a privately held marketing service provider of long
distance communications services which desires to enter into a transaction in
which all of its assets would be transferred to Silverthorne and would result in
ITHC ultimately holding approximately 84.59% of the shares of Silverthorne
outstanding;
WHEREAS, Selling Shareholders desire to sell an aggregate of 12,602,431
shares of Silverthorne common stock held by them to ITHC;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
representations set forth below and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereby agree
as follows:
ARTICLE 1
TRANSFER OF SECURITIES AND ASSETS
1.1 Transfer of Shares by Selling Shareholders. Subject to the terms and
conditions of this Agreement, Selling Shareholders agree to sell and ITHC agrees
to purchase an aggregate of 12,602,431 shares of Silverthorne common stock in
exchange for $190,000 in cash and 300 shares of ITHC's common stock. The number
of shares being sold by each Selling Shareholder is set forth in the signature
block to this Agreement. This sale shall occur at the First Closing, as
described herein.
1.2 Issuance of Shares. Subject to the terms and conditions of this
Agreement, Silverthorne hereby agrees to issue to ITHC at the First Closing,
29,242,953 restricted shares of Common Stock of Silverthorne; provided, however,
if Silverthorne has not been able to cancel the 75,000 shares held in the name
of David M. Anderson by the First Closing, the number issued to ITHC will be
reduced by 75,000, and Silverthorne agrees to use its best efforts to have the
75,000 shares canceled as soon as possible at which time the remaining 75,00
shares will be issued to ITHC. After the First Closing, Silverthorne shall call
a meeting of its shareholders for the purposes described in this Agreement
including the consideration of a 1 for 4 reverse split of the outstanding shares
of Silverthorne Common Stock. After the effective date of such reverse stock
split, a Second Closing shall be held at which an additional 4,949,611
post-split shares of Common Stock of Silverthorne shall be issued to ITHC as
final payment for the assets purchased hereby. All of the shares of Silverthorne
Common Stock to be issued to ITHC shall be fully restricted under Rule 144 but
shall be free and clear of any and all encumbrances.
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1.3 Transfer of Assets. In exchange for the shares of Silverthorne Common
Stock to be issued to ITHC, ITHC hereby agrees to transfer and assign to
Silverthorne, at the First Closing, fully and absolutely, all right, title and
interest of all of the assets of ITHC set forth on Schedule A which is attached
hereto and incorporated herein by reference, and ITHC agrees that Silverthorne
shall be the sole owner of such assets.
1.4 Exemption from Registration. The parties hereto intend that the Common
Stock to be issued by Silverthorne to ITHC shall be exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to
Section 4(2) of the Act and the rules and regulations promulgated thereunder,
and the Common Stock to be transferred by Selling Shareholders to ITHC shall be
exempt from the registration requirements in reliance upon Section 4(1) of the
Act.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SILVERTHORNE
Except as disclosed in Schedule 2 which is attached hereto and incorporated
herein by reference, Silverthorne represents and warrants to ITHC that:
2.1 Organization. Silverthorne is a corporation duly organized, validly
existing, and in good standing under the laws of Colorado, has all necessary
corporate powers to own properties and to carry on business, and it is not now
conducting any business, except to the extent to which the effecting of the
transaction contemplated by this Agreement constitutes doing business.
2.2 Capitalization. The authorized capital stock of Silverthorne consists
of 50,000,000 shares of $.001 par value Common Stock of which 15,832,047 shares
of Common Stock are currently issued and outstanding, and 75,000 of these shares
are in the process of being cancelled. All of the issued and outstanding shares
of Common Stock are duly authorized, validly issued, fully paid and
nonassessable. There are no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or commitments obligating
Silverthorne to issue or to transfer from treasury any additional shares of its
capital stock of any class.
2.3 Subsidiaries. Silverthorne does not presently have any subsidiaries or
own any interest in any other enterprise (whether or not such enterprise is a
corporation).
2.4 Directors and Officers. Schedule 2 contains the names and titles of all
directors and officers of Silverthorne as of the date of this Agreement.
2.5 Financial Statements. Silverthorne has delivered to ITHC its audited
balance sheet and statements of operations and cash flows as of and for the
period ended June 30, 1999 (the "Financial Statements"). The Financial
Statements are complete and correct in all material respects and have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods indicated. The Financial Statements
accurately set out and describe the financial condition and operating results of
Silverthorne as of the dates, and for the periods, indicated therein. As of the
First Closing, there shall be no more than $10,000 in liabilities.
2.6 Absence of Changes. Since June 30, 1999, except for changes in the
ordinary course of business which have not in the aggregate been materially
adverse, to the best of Silverthorne's knowledge, Silverthorne has not
experienced or suffered any material adverse change in its condition (financial
or otherwise), results of operations, properties, business or prospects or
waived or surrendered any claim or right of material value.
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2.7 Absence of Undisclosed Liabilities. To the best of Silverthorne's
knowledge, neither Silverthorne nor any of its assets are subject to any
liabilities or obligations of any nature, whether absolute, accrued, contingent
or otherwise and whether due or to become due, that are not reflected in the
Financial Statements.
2.8 Tax Returns. Within the times and in the manner prescribed by law,
Silverthorne has filed all federal, state and local tax returns required by law
and has paid all taxes, assessments and penalties due and payable.
2.9 Investigation of Financial Condition. Without in any manner reducing or
otherwise mitigating the representations contained herein, ITHC shall have the
opportunity to meet with Silverthorne's accountants and attorneys to discuss the
financial condition of Silverthorne. Silverthorne shall make available to ITHC
all books and records of Silverthorne.
2.10 Trade Names and Rights. Silverthorne does not use any trademark,
service mark, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks, copyrights,
copyright registrations or applications.
2.11 Compliance with Laws. To the best of Silverthorne's knowledge,
Silverthorne has complied with, and is not in violation of, applicable federal,
state or local statutes, laws and regulations (including, without limitation,
any applicable building, zoning, or other law, ordinance, or regulation)
affecting its properties or the operation of its business.
2.12 Litigation. Silverthorne 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 Silverthorne, threatened
against or affecting Silverthorne or its business, assets, or financial
condition. Silverthorne 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. Silverthorne is not engaged in any legal action to
recover moneys due to it.
2.13 No Pending Investigation. Silverthorne is not aware of any pending
investigations or legal proceedings by the SEC, any state securities regulatory
agency, or any other governmental agency regarding Silverthorne or any officers
or directors of Silverthorne or any shareholders or controlling persons of such
shareholders.
2.14 Authority. Silverthorne has full corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement. The Board of Directors of Silverthorne has taken all action
required to authorize the execution and delivery of this Agreement by or on
behalf of Silverthorne, the performance of the obligations of Silverthorne under
this Agreement and the consummation by Silverthorne of the transactions
contemplated under this Agreement. No other corporate proceedings on the part of
Silverthorne are necessary to authorize the execution and delivery of this
Agreement by Silverthorne in the performance of its obligations under this
Agreement. This Agreement is, and when executed and delivered by Silverthorne,
will be a valid and binding agreement of Silverthorne, enforceable against
Silverthorne in accordance with its terms, except as such enforceability may be
limited by general principles of equity, bankruptcy, insolvency, moratorium and
similar laws relating to creditors rights generally.
2.15 Ability to Carry Out Obligations. Neither the execution and delivery
of this Agreement, the performance by Silverthorne of its obligations under this
Agreement, nor the consummation of the transactions contemplated under this
Agreement will, to the best of Silverthorne's knowledge: (a) violate any
provision of Silverthorne's articles of incorporation or bylaws; (b) with or
without the giving of notice or the passage of time, or both, violate, or be in
conflict with, or constitute a default under, or cause or permit the termination
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<PAGE>
or the acceleration of the maturity of, any debt, contract, agreement or
obligation of Silverthorne, or require the payment of any prepayment or other
penalties; (c) require notice to, or the consent of, any party to any agreement
or commitment, lease or license, to which Silverthorne is bound; (d) result in
the creation or imposition of any security interest, lien or other encumbrance
upon any property or assets of Silverthorne; or (e) violate any statute or law
or any judgment, decree, order, regulation or rule of any court or governmental
authority to which Silverthorne is bound or subject.
2.16 Validity of Silverthorne Shares. The shares of Silverthorne Common
Stock to be delivered pursuant to this Agreement, when issued in accordance with
the provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.
2.17 Full Disclosure. None of the representations and warranties made by
Silverthorne herein, or in any exhibit, certificate or memorandum furnished or
to be furnished by Silverthorne, or on its behalf, contains or will contain any
untrue statement of material fact, or omit any material fact necessary in order
to make the statements made, in light of the circumstances under which they were
made, not misleading.
2.18 Assets. Silverthorne does not have any assets.
2.19 Material Contracts and Obligations. Silverthorne has no material
contracts to which it is a party or by which it is bound.
2.20 Consents and Approvals. No consent, approval or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by Silverthorne in connection with:
(a) the execution and delivery by Silverthorne of its obligations under this
Agreement; (b) the performance by Silverthorne of its obligations under this
Agreement; or (c) the consummation by Silverthorne of the transactions
contemplated by this Agreement.
2.21 Real Property. Silverthorne does not own, use or claim any interest in
any real property, including without limitation any license, leasehold or any
similar interest in real property.
2.22 Articles of Incorporation and Bylaws. The Articles of Incorporation of
Silverthorne and all amendments thereto to date, certified by the Secretary of
State of the State of Colorado, and the by-laws of Silverthorne, as amended to
date, certified by Silverthorne's Secretary or Assistant Secretary, (1) shall be
delivered to ITHC at the First Closing, (2) are true, complete and correct and
(3) have not been further amended subsequent to the date of delivery of such
documents. The minute book of Silverthorne (or a true and correct copy thereof,
certified by the Secretary or Assistant Secretary of Silverthorne) (1) shall be
delivered to legal counsel to ITHC at the First Closing and (2) correctly
reflects all actions taken and resolutions adopted by Silverthorne, the board of
directors and all committees of the board of directors of Silverthorne.
2.23 Termination of Pricenet.com Transaction. The transaction between
Silverthorne and Pricenet.com which was executed on March 11, 1999, was
terminated on March 30, 1999, and Silverthorne has no liabilities or obligations
with respect thereto.
2.24 SEC Filings. Silverthorne is current in its filings with the SEC
required under the Securities Exchange Act of 1934, as amended (the "SEC
Filings"). The SEC filings, as of their respective filing dates, complied in all
material respects with all applicable requirements of the Exchange Act and the
SEC Filings, as of their filing dates, did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements and information therein, in light of
the circumstances under which they were made, not misleading.
4
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF ITHC
Except as disclosed in Schedule 3 which is incorporated herein by
reference, ITHC represents, warrants and covenants to the Silverthorne that:
3.1 Authority of ITHC. ITHC is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. ITHC has
full corporate power and authority to enter into this Agreement, to consummate
these transactions and to comply with its terms, conditions and provisions. This
Agreement constitutes, and each other agreement and instrument to be executed
and delivered pursuant to the terms of this Agreement (collectively, the "ITHC
Transaction Documents") by ITHC will constitute, the legal, valid and binding
obligation of the ITHC enforceable in accordance with such ITHC Transaction
Document's terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally or by general equitable principles. Neither the
execution and delivery of this Agreement or other ITHC Transaction Documents,
nor the consummation of the transactions contemplated by it or them will
conflict with or result in any violation of or constitute a default under any
term of the Articles of Incorporation or Bylaws of the ITHC or any agreement,
mortgage, debt instrument, indenture or other instrument, judgment, decree,
order, award, law or regulation by which ITHC is bound.
3.2 Consents. No consent, approval, authorization or other action by, or
filing or registration with, any federal, state or local governmental authority
or any other person or entity, is required in connection with the execution and
delivery by ITHC of this Agreement, the consummation by ITHC of the transactions
contemplated hereby or the performance of ITHC's obligations hereunder.
3.3 Investment Intent. ITHC is acquiring the shares of Silverthorne Common
Stock pursuant to this Agreement from Silverthorne and the Selling Shareholders
for investment purposes and not with a view to public distribution, provided
that such shares may be distributed by ITHC to its shareholders. ITHC
understands that the shares of Silverthorne Common Stock to be acquired
constitute "restricted securities" as that term is defined under Rule 144 under
the Securities Act of 1933, as amended.
3.4 Title to Assets. ITHC is the owner of its assets with the full right to
sell or dispose of such assets. Excepting only the lien of property taxes not
delinquent and the security interests disclosed in Schedule 3, ITHC has title to
the assets, free and clear of any interest to secure payment or performance of
an obligation, or which retains or reserves such an interest for such purpose.
3.5 Material Contracts. There are no contracts (including written
employment contracts), permits or agreements of any kind which materially affect
the assets other than those which have been disclosed in Schedule 3 attached
hereto; and ITHC will not enter into any new contracts or agreements which would
materially affect such asset without the prior written consent of Silverthorne.
3.6 Tax Returns. Within the times and in the manner prescribed by law, ITHC
has filed all federal, state and local tax returns required by law and has paid
all taxes, assessments and penalties due and payable.
3.7 Compliance with Laws. To the best of ITHC's knowledge, ITHC has
complied with, and is not in violation of, applicable federal, state or local
statutes, laws and regulations (including, without limitation, any applicable
building, zoning, or other law, ordinance, or regulation) affecting its
properties or the operation of its business.
5
<PAGE>
3.8 Litigation. ITHC 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 ITHC, threatened against or affecting ITHC
or its business, assets, or financial condition. ITHC 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. ITHC is not engaged in
any legal action to recover monies due to it.
3.9 No Pending Investigation. ITHC is not aware of any pending
investigations or legal proceedings by the SEC, any state securities regulatory
agency, or any other governmental agency regarding ITHC or any officers or
directors of ITHC or any shareholders or controlling persons of such
shareholders.
3.10 Disclosures. No representation or warranty by ITHC in this Agreement
or any Schedule or Exhibit, or any statement, list or certificate furnished or
to be furnished by the ITHC pursuant to this Agreement, or in connection with
these transactions, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact required to be stated
herein or therein or necessary to make the statements contained herein or
therein not misleading.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF
SELLING SHAREHOLDERS
The Selling Shareholders hold at least the number of shares set forth next
to their names on the signature page hereof, and the shares to be sold by the
Selling Shareholders hereunder are owned of record and beneficially by the
respective Selling Shareholders and are not subject to any claim, lien,
encumbrance or pledge. Each Selling Shareholder has authority to sell such
shares pursuant to this Agreement.
ARTICLE 5
COVENANTS
5.1 Investigative Rights. From the date of this Agreement until the First
Closing, 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 advance 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. If the transaction contemplated hereby is not completed, all
documents received by each party and/or its attorneys and accountants, auditors
or other authorized representatives shall be returned to the other party who
provided same upon request. The parties hereto, their directors, employees,
agents and representatives shall not disclose any of the information described
above unless such information is already disclosed to the public, without the
prior written consent of the party to which the confidential information
pertains. Each party shall take such steps as are necessary to prevent
disclosure of such information to unauthorized third parties.
5.2 Conduct of Business. Prior to the First Closing, Silverthorne and ITHC
shall each conduct its business in the normal course, and shall not sell,
pledge, or assign any assets, without the prior written approval of the other
party, except in the regular course of business. Neither Silverthorne nor ITHC
shall amend its Articles of Incorporation or Bylaws, declare dividends, redeem
or sell stock or other securities, incur 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 its stated amount, pay
more on any liability than its stated amount, or enter into any other
transaction other than in the regular course of business except as otherwise
contemplated herein. The parties do contemplate that ITHC may incur additional
debt prior to the date of the First Closing.
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<PAGE>
5.3 Meeting of Silverthorne Shareholders. Following the First Closing,
Silverthorne shall, as soon as reasonably possible, call a meeting of the
Shareholders of Silverthorne for the purposes of (a) approving a 1 for 4 reverse
split of the outstanding Common Stock of Silverthorne; (b) a change of
Silverthorne's name to a name designated by ITHC; (c) approving an amendment to
the Articles of Incorporation of Silverthorne to authorize the issuance of
preferred stock in series in a number designated by ITHC; (d) electing a slate
of Directors designated by ITHC; (e) approving a stock option plan designated by
ITHC; and (f) approving any other amendments to the Articles of Incorporation
reasonably requested by ITHC.
ARTICLE 6
CONDITIONS PRECEDENT TO SILVERTHORNE'S PERFORMANCE
6.1 Conditions. The obligations of Silverthorne hereunder shall be subject
to the satisfaction, at or before the First Closing, of all the conditions set
forth in this Article 6. Silverthorne may waive any or all of these conditions
in whole or in part without prior notice; provided, however, that no such waiver
of a condition shall constitute a waiver by Silverthorne of any other condition
of or any of Silverthorne's other rights or remedies, at law or in equity, if
ITHC shall be in default of any of their representations, warranties, or
covenants under this Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by ITHC in this Agreement or in
any written statement that shall be delivered to Silverthorne by ITHC under this
Agreement shall be true and accurate on and as of the First Closing as though
made at that time.
6.3 Approval of Shareholders of ITHC. The shareholders of ITHC shall have
approved the transfer of all of the assets of ITHC in the manner prescribed by
the Delaware Business Corporation Act.
6.4 Performance. ITHC shall have performed, satisfied, and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the First Closing.
6.5 Delivery of Assignment. ITHC shall have delivered an assignment of all
of its assets to Silverthorne.
6.6 Auditor's Letter. Prior to the First Closing, ITHC shall have obtained
a letter from its auditors that states that they will be able to complete an
audit of ITHC for its last two fiscal years within 75 days of the date of the
First Closing.
6.7 Absence of Litigation. No action, suit, or proceeding before any court
or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against ITHC on or before the First Closing.
ARTICLE 7
CONDITIONS PRECEDENT TO ITHC'S PERFORMANCE
7.1 Conditions. ITHC's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in this
Article 7. ITHC may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by ITHC of any other condition of or any of ITHC's
rights or remedies, at law or in equity, if Silverthorne shall be in default of
any of its representations, warranties, or covenants under this Agreement.
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7.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Silverthorne in this Agreement
or in any written statement that shall be delivered to ITHC by Silverthorne
under this Agreement shall be true and accurate on and as of the Closing Date as
though made at that time.
7.3 Performance. Silverthorne shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by them, on or before the Closing Date.
7.4 Absence of Litigation. No action, suit or proceeding before any court
or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Silverthorne on or before the Closing Date.
7.5 Directors of Silverthorne. Effective on the First Closing, Patricia A.
Jackson shall have submitted her resignation as a Director of Silverthorne, and
one person designated by ITHC shall have been elected as a Director effective on
the Closing of this transaction.
ARTICLE 8
CLOSING
8.1 First Closing. The First Closing of this transaction shall be held at
the offices of Krys Boyle Freedman & Sawyer, P.C., or such other place as shall
be mutually agreed upon, on August 23, 1999, or as soon thereafter as
practicable. At the First Closing:
(a) Selling Shareholders shall deliver to ITHC stock certificates
aggregating 12,602,431 shares of Common Stock of Silverthorne together with
duly executed stock powers with Medallion Guarantees.
(b) ITHC shall deliver to Selling Shareholders cashiers checks
totaling $190,000 payable to Selling Shareholders and stock certificates
representing an aggregate of 300 shares of ITHC common stock.
(c) Silverthorne shall deliver to ITHC a stock certificate
representing 29,242,953 shares of Silverthorne restricted Common Stock
registered in the name of ITHC; or this number may be reduced by 75,000
pursuant to the provisions of Section 1.2 above.
(d) ITHC shall deliver to Silverthorne an assignment of all of its
assets in a form or forms approved by counsel for Silverthorne.
(e) Silverthorne shall deliver a signed Consent and/or Minutes of the
Directors approving this transaction.
(f) ITHC shall deliver a signed Consent and/or Minutes of the
Directors and Shareholders of ITHC approving this Agreement and each matter
to be approved by the Directors and Shareholders of ITHC.
(g) Silverthorne shall deliver a certificate of its President, dated
the closing date, certifying that all of the representations and warranties
by Silverthorne are true and accurate as of the closing date, and that all
of the conditions to be performed or complied with by it, including the
conditions set forth in Sections 7.2 through 7.6 hereof, have been met.
8
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(h) ITHC shall deliver a certificate of its President, dated the
closing date, certifying that all of the representations and warranties by
ITHC are true and accurate as of the closing date, and that all of the
conditions to be performed or complied with by it, including the conditions
set forth in Sections 6.2 through 6.7 hereof, have been met.
(i) Silverthorne shall deliver to Mike Underwood and Andy Ungar
certificates aggregating 5,000,000 shares of Silverthorne restricted Common
Stock as partial payment of finders' fees.
8.2 Second Closing. The Second Closing of this transaction shall be held at
the offices of Krys Boyle Freedman & Sawyer, P.C., or such other place as shall
be mutually agreed upon at such date and time as the parties shall agree upon,
which date shall be after the effective date of a 1 for 4 reverse split of the
outstanding Common Stock of Silverthorne. At the Second Closing:
(a) Silverthorne shall deliver to ITHC a stock certificate
representing 4,949,611 post-split shares of Silverthorne's Common Stock
registered in the name of ITHC.
(b) Silverthorne shall deliver to ITHC signed Minutes of a meeting of
the Shareholders of Silverthorne at which the matters set forth in
paragraph 5.3 shall have been approved.
(c) Silverthorne shall deliver to Mike Underwood and Andy Ungar
certificates representing a total of 550,000 post-split shares of
Silverthorne Common Stock as final payment of finders' fees.
ARTICLE 9
MISCELLANEOUS
9.1 Captions and Headings. The Article 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 provision 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.
9.3 Non-Waiver. Except as otherwise expressly provided herein, no waiver of
any covenant, condition, or provision 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 provisions, 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 knowledge of the breach or failure of a covenant,
condition, or provision hereof shall not be deemed a waiver of such breach or
failure, and (iii) no waiver by any party of one breach by another party shall
be construed as a waiver with respect to any other or subsequent breach.
9.4 Time of Essence. Time is of 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. There are and have in fact been no restrictions, promises,
warranties or undertakings other than those set forth herein. Neither this
Agreement nor any term hereof may be changed, waived, discharged or terminated
except by a subsequent amendment in writing signed by all parties hereto.
9
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9.6 Choice of Law. This Agreement and its application shall be governed by
the laws of the State of Colorado, except to the extent its conflict of laws
provisions would apply the laws of another jurisdiction, and Colorado will be
the proper venue for jurisdictional purposes for any actions brought to enforce
this Agreement.
9.7 Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served 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:
Silverthorne and Selling Shareholders:
David L. Jackson, President
Silverthorne Production Company
16053 Via Viajera
Rancho Santa Fe, California 92091
Telecopy: (619) 759-9123
with a copy to:
Jon D. Sawyer, Esq.
Krys Boyle Freedman Scott & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 South Tower
Denver, Colorado 80202
Telecopy: (303) 893-2882
ITHC:
Peter Tilyou
Inter-American Telecommunications Holding Corporation
2608 Second Avenue, Suite 108
Seattle, Washington 98121
Telecopy: (___) ___-____
with a copy to:
Thomas S. Smith
Smith McCullough, P.C.
4643 South Ulster Street, Suite 900
Denver, CO 80237
Telecopy: (303) 221-6001
9.8 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.
9.9 Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
9.10 Brokers. Other than as set forth herein, the parties hereto represent
and agree that no broker has brought about the aforementioned transaction. Each
of the parties hereto shall indemnify and hold the other harmless against any
and all claims, losses, liabilities or expenses which may be asserted against it
as a result of its dealings, arrangements or agreements with any broker or
person, except as described in this paragraph.
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9.11 Announcements. Silverthorne and ITHC will consult and cooperate with
each other as to the timing and content of any announcements of the transactions
contemplated hereby to the general public or to employees, customers or
suppliers.
9.12 Expenses. Silverthorne and ITHC will pay their 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.
9.13 Exhibits. As of the execution hereof, the parties hereto have provided
each other with the Exhibits provided for herein above, including any items
referenced therein or required to be attached thereto. Any material changes to
the Exhibits shall be immediately disclosed to the other party.
9.14 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be considered an original instrument and all of
which together will be considered one and the same agreement, and will become
effective when counterparts, which together contain the signatures of each
party, will have been delivered to Silverthorne and to ITHC. Delivery of
executed signature pages by facsimile transmission will constitute effective and
binding execution and delivery of this Agreement.
AGREED TO AND ACCEPTED as of the date first above written.
SILVERTHORNE PRODUCTION INTER-AMERICAN
COMPANY TELECOMMUNICATIONS HOLDING CORPORATION
By: /s/ David L. Jackson By: /s/ Jimmy L. Boswell
------------------------------- ------------------------------------
David L. Jackson, President Jimmy L. Boswell, President
SELLING SHAREHOLDERS:
/s/ David L. Jackson
- -----------------------------------
David L. Jackson (10,536,720 shares)
/s/ Eric J. Sundsvold
- -----------------------------------
Eric J. Sundsvold (1,715,280 shares)
/s/ Patricia A. Jackson
- -----------------------------------
Patricia A. Jackson (175,231 shares)
/s/ Karrie R. Jackson
- -----------------------------------
Karrie R. Jackson, C/F W.R. Jackson
(175,200 shares)
11
EXHIBIT 2
AMENDMENT
TO
STOCK PURCHASE
AND
ASSET ACQUISITION AGREEMENT
This Amendment to Stock Purchase and Asset Acquisition Agreement (the
"Amendment") is entered into as of the 27th day of December, 1999, by and among
Silverthorne Production Company, a Colorado corporation ("Silverthorne"),
Inter-American Telecommunications Holding Corporation, a Delaware corporation
("ITHC"), and David L. Jackson, Patricia A. Jackson, Eric J. Sundsvold and
Karrie R. Jackson, C/F W. R. Jackson (the "Selling Shareholders").
RECITALS
WHEREAS, Silverthorne, ITHC and the Selling Shareholders entered into a
Stock Purchase and Acquisition Agreement (the "Agreement") which stated that at
the First Closing ITHC was to acquire 29,242,953 shares of the common stock of
Silverthorne from Silverthorne in exchange for the assets of ITHC and 12,602,431
shares of the common stock of Silverthorne from the Selling Shareholders in
exchange for cash and ITHC stock;
WHEREAS, the number of shares of common stock of Silverthorne that ITHC was
to acquire from Silverthorne at the First Closing was incorrectly stated in the
Agreement and should have been 11,742,953 shares rather than 29,242,953 shares;
NOW, THEREFORE, in consideration of the mutual promises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
Amendments to Section 1.2 of Article 1, Section 5.3 of Article 5 and
Sections 8.1(c), 8.2(a) and 8.2(c) of Article 8 of the Agreement. Silverthorne,
ITHC and the Selling Shareholders hereby agree that Section 1.2 of Article 1 and
Section 8.1(c) of Article 8 of the Agreement are amended to provide that the
total number of shares to be issued to ITHC at the First Closing is 11,742,953
shares and that the additional 17,500,000 shares issued to ITHC at the First
Closing immediately shall be returned by ITHC to Silverthorne for cancellation
and at the Second Closing as specified in the Agreement, an additional
37,298,444 pre-split shares of Silverthorne's Common Stock shall be issued to
ITHC rather than 4,949,611 post-split shares as provided in Section 1.2 of
Article 1 and Section 8.2(a) of Article 8 of the Agreement. Further, Section 1.2
of Article 1 and Section 5.3 of Article 5 are amended to delete any references
to a 1for4 reverse split and Section 8.2(c) of the Agreement is amended to
provide that Mike Underwood and Andy Ungar will receive an aggregate of
2,200,000 pre-split shares at the second closing rather than 550,000 post-split
shares.
Amendment to Section 1.3 of Article 1 of the Agreement. Silverthorne, ITHC
and the Selling Shareholders hereby agree that Section 1.3 of Article 1 of the
Agreement is amended to make it clear that all of the assets of ITHC (except for
the common stock of Silverthorne owned by ITHC), not just the assets set forth
on Schedule A to the Agreement, were transferred and assigned to Silverthorne at
the First Closing. Further, Silverthorne, ITHC and the Selling Shareholders
hereby agree that Silverthorne assumed and agreed to pay all of the liabilities
of ITHC that existed as of the First Closing.
<PAGE>
Except as provided herein, all provisions of the Agreement shall remain in
full force and effect.
SILVERTHORNE PRODUCTION INTER-AMERICAN
COMPANY TELECOMMUNICATIONS HOLDING CORPORATION
By: /s/ Jimmy L. Boswell By: /s/ Jimmy L. Boswell
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Jimmy L. Boswell, Jimmy L. Boswell,
President and Chief Operating Officer President
SELLING SHAREHOLDERS:
/s/ David L. Jackson
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David L. Jackson
/s/ Eric J. Sundsvold
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Eric J. Sundsvold
/s/ Patricia A. Jackson
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Patricia A. Jackson
/s/ Karrie R. Jackson
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Karrie R. Jackson, C/F W. R. Jackson
2
