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 earliest event reported, March 19, 1999
RADIO WORLD CORPORATION
New York 2-97278-NY 13-2932511
- ------------------------ ------------------------ -----------------
(State of Incorporation) (Commission File Number) (IRS I.D. Number)
4 West 26th Street
New York, New York 10010
(Address of principal executive offices)(Zip Code)
(212) 481-8631
(Registrant's telephone number, including area code)
INTERCOM TECHNOLOGIES CORP.
195 Tenth Avenue
New York, New York 10011
(Former name or address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant.
Pursuant to an Acquisition Agreement dated March, 1999 (the "Agreement") by and
among Intercom Technologies Corp, (the "Corporation" or the "Registrant") a New
York corporation, with offices at 195 Tenth Avenue, New York, New York 10011,
RADIO WORLD CORPORATION, a Delaware corporation, with offices at 4 W. 26th
Street, New York, New York 10010 ("RWC") and approximately 92% of the
shareholders of RWC (the "RWC Shareholders"), the Corporation acquired 6,282,271
of the issued and outstanding common shares of RWC from the RWC Shareholders in
consideration of the issuance by the Corporation of 6,282,271 shares of its
common stock to the RWC Shareholders on a share for share basis (the "Corporate
Shares").
Immediately after the closing, a total of 6,575,600 shares were issued and
outstanding and the 6,282,271 Shares issued to the RWC Shareholders represent
approximately 96% of the corporation's issued and outstanding shares of common
stock. Hence, the RWC Shareholders have effective control of the Corporation.
The Corporate Shares have not been registered under the Securities Act of 1933,
as amended (the "Act"). They are deemed "restricted" securities under the Act
and may not be sold or transferred other than pursuant to an effective
registration statement under the Act or any exemption from registration
requirements of the Act.
Pursuant to the Agreement, and at a meeting of shareholders of the Corporation
held March 19, 1999, the Corporation's existing Board of Directors resigned and
Messrs. Marc Deschenaux, Philippe Schaerrer and Frederic Carbonier were
appointed to the Corporation's Board of Directors. In addition, Mr. Deschenaux
was elected to serve as the Chairman of the Board and Chief Executive Officer,
Mr. Schaerrer was elected to serve as a Vice President and Secretary, and Mr.
Carbonier was elected to serve as a Vice President and Treasurer. Accordingly,
the Corporation's current directors and officers are set forth in the following
table:
NAME POSITION
Marc Deschenaux Chairman of the Board and Chief
Executive Officer
Philippe Schaerrer Vice President and Secretary
Frederic Carbonier Vice President and Treasurer
In addition, by vote of a majority of shareholders, the Registrant's name was
changed to Radio World Corporation, effective April 19, 1999.
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BUSINESS OF RADIO WORLD CORPORATION
Radio World Corporation's principal business is radio broadcasting. RWC also
produces radio program material. RWC plans to acquire local radio stations that
are in poor financial condition. The acquired stations will be restructured and
connected by means of satellite or fiber-optic network. This will result in
broad geographic coverage on a cost effective basis, which the Corporation
anticipates will increase the value of the acquisitions. RWC's network will also
include a variety of Internet radio stations.
The Corporation will provide programs that consist exclusively of information
about new and evolving businesses and ideas, new technology and its home
applications, and music from emerging artists. The Corporation will also provide
advertising on a worldwide basis. Thus, large corporations will have access to
an international audience with one single advertising agency at significant
scale discounts.
The registrant is not aware of any arrantements that may result in a change in
control subsequent to the date hereof.
Item 2. Acquisition or Disposition of Assets.
Pursuant to the terms of the Agreement, On March 19, 1999, for
consideration of $100, the Registrant sold all of its assets,
subject to all of its liabilities, to L.J. Loeffler Systems, Inc.
a corporation wholly owned by the Corporation's prior management.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Acquisition Agreement dated March, 1999 by and between
Intercom Technologies Corp., Radio World Corporation and
certain Radio World Corporation Shareholders signatories
thereto.
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.
RADIO WORLD CORPORATION
-------------------------
(Registrant)
Dated: May 4, 1999
By:____________________________________
Philipe Schaerrer, Vice President
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ACQUISITION AGREEMENT
AGREEMENT dated March , 1999, by, between and among INTERCOM
TECHNOLOGIES CORP., a company incorporated under the laws of the State of New
York with principal offices at 195 Tenth Avenue, New York, NY 10011 (hereinafter
referred to as "ITC"), RADIO WORLD CORPORATION, a company incorporated under the
laws of Delaware, with principal offices at 1134 Broadway, New York, New York
10010 (hereinafter referred to as "RWC"), and the persons listed on Exhibit "A"
attached hereto and made a part hereof, being the holders of 91.36% of the
issued and outstanding stock of RWC, now and as of the Closing date of this
Agreement (hereinafter referred to as the "Sellers").
WHEREAS, the Sellers own a total of 6,282,271 shares of common stock,
no par value, of RWC (the "RWC Shares"), said shares being ninety-one and 36/100
(91.36%) percent of the 6,876,671 issued and outstanding common stock of RWC;
and
WHEREAS, the Sellers desire to sell and ITC desires to purchase the RWC
Shares;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. Purchase and Sale. The Sellers hereby agree to sell, transfer, assign and
convey to ITC and ITC hereby agrees to purchase and acquire from the Sellers,
all of the RWC Shares constituting 91.36% of RWC's issued and outstanding common
stock in a reorganization pursuant to Section 368 (a)(1)(B) of the Internal
Revenue Code.
2. Purchase Price and Issuance of Shares.
(a) The aggregate purchase price to be paid by ITC for the RWC Shares shall
be in a stock for stock reorganization. In consideration for the transfer of the
RWC Shares to ITC, ITC will issue 6,282,271 restricted shares of ITC stock to
RWC's shareholders or their designees, on the basis of one share of ITC stock
for one share of RWC stock. The ITC shares will be issued to the individual
Sellers in accordance with Exhibit "A" attached hereto. No fractional shares of
ITC common stock will be issued; in lieu thereof, the number of shares of ITC
common stock to be issued to each Seller will be rounded up to the next whole
share. Each of the Sellers hereby agrees to the terms of this Agreement (the
"Agreement").
(b) In addition to the ITC shares to be issued to the RWC shareholders at
Closing as enumerated in 2(a), above, ITC Will issue 173,090 shares registered
on Form S-8 to certain consultants for consulting services rendered, so that
after Closing and exchange of RWC Shares for ITC shares and issuance of the
additional ITC shares as set forth herein, ITC will have a total of 7,170,000
shares issued and outstanding held of record as follows (assuming exchange of
100% of the RWC Shares for ITC shares): (i) RWC Shareholders will own
approximately 97% and the Consultants and ITC's remaining shareholders will own
approximately 3% of the issued and outstanding shares of ITC.
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3. Warranties and Representations of RWC and Sellers In order to induce ITC
to enter into the Agreement and to complete the transaction contemplated hereby,
RWC and Sellers warrant and represent to ITC that:
(a) Organization and Standing. RWC is a corporation duly organized, validly
existing and in good standing under the laws of Delaware, is qualified to do
business as a foreign corporation in every other state or jurisdiction in which
it operates to the extent required by the laws of such states and jurisdictions,
and has full power and authority to carry on its business as now conducted and
to own and operate its assets, properties and business. Attached hereto as
Exhibit "B" are true and correct copies of RWC's Certificate of Incorporation,
amendments thereto and all current Bylaws of RWC. No changes thereto will be
made in any of the Exhibit "B" documents before the Closing.
(b) Capitalization. As of the Closing Date, RWC's entire authorized equity
capital consists of 40,000,000 shares of Common Stock no par value, of which
6,876,671 shares of Common Stock will be outstanding as of the Closing. As of
the Closing, there will be no other voting or equity securities authorized or
issued, nor any authorized or issued securities convertible into voting stock,
and no outstanding subscriptions, warrants, calls, options, rights, commitments
or agreements by which RWC or the Sellers are bound, calling for the issuance of
any additional shares of common stock or any other voting or equity security.
The 6,876,671 issued and outstanding RWC Shares constitute one hundred (100%)
percent of the equity capital of RWC, which includes, inter alia, one hundred
(100%) percent of RWC's voting power, right to receive dividends, when, as and
if declared and paid, and the right to receive the proceeds of liquidation
attributable to common stock, if any, and the 6,282,271 Shares being exchanged
pursuant to this Agreement constitute 91.36% of RWC's issued and outstanding
shares.
(c) Ownership of RWC Shares. As of the date hereof, the Sellers are the
sole owners of the RWC Shares, free and clear of all liens, encumbrances, and
restrictions whatsoever, except that the RWC Shares have not been registered
under the Securities Act of 1933, as amended (the "'33 Act"), or any applicable
State Securities laws. By the transfer of the RWC Shares to ITC pursuant to the
Agreement, ITC will thereby acquire 100% of the capital stock of RWC, free and
clear of all liens, encumbrances and restrictions of any nature whatsoever,
except by reason of the fact that the RWC Shares will not have been registered
under the '33 Act, or any applicable State Securities laws.
(d) Taxes. RWC has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental agencies,
wherever situate, and has paid or accrued for payment all taxes as shown on such
returns, such that a failure to file, pay or accrue will not have a material
adverse effect on RWC.
(e) Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or
threatened, against or affecting RWC, or against the Sellers that arise out of
their operation of RWC, except as described in Exhibit "C" attached hereto. RWC
is not knowingly in violation of any law, material ordinance or regulation of
any kind whatever, including, but not limited to laws, rules and regulations
governing the sale of its services, the '33 Act, the Securities Exchange Act of
1934 (the "`34 Act") as amended, the Rules and Regulations of the U.S.
Securities and Exchange Commission ("SEC"), or the Securities Laws and
Regulations of any state.
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(f) Governmental Regulation. RWC holds the licenses and registrations set
forth on Exhibit "D" hereto from the jurisdictions set forth therein, which
licenses and registrations are all of the licenses and registrations necessary
to permit RWC to conduct its current business. All of such licenses and
registrations are in full force and effect, and there are no proceedings,
hearings or other actions pending that may affect the validity or continuation
of any of them. No approval of any other trade or professional association or
agency of government other than as set forth on Exhibit "D" is required for any
of the transactions effected by the Agreement, and the completion of the
transactions contemplated by the Agreement will not, in and of themselves,
affect or jeopardize the validity or continuation of any of them.
(g) Ownership of Assets. Except as set forth in Exhibit "E", RWC has good,
marketable title, without any liens or encumbrances of any nature whatever, to
all of the following, if any: its assets, properties and rights of every type
and description, including, without limitation, all cash on hand and in banks,
certificates of deposit, stocks, bonds, and other securities, good will,
customer lists, its corporate name and all variants thereof, trademarks and
trade names, copyrights and interests thereunder, licenses and registrations,
pending licenses and permits and applications therefor, inventions, processes,
know-how, trade secrets, real estate and interests therein and improvements
thereto, machinery, equipment, vehicles, notes and accounts receivable,
fixtures, rights under agreements and leases, franchises, all rights and claims
under insurance policies and other contracts of whatever nature, rights in funds
of whatever nature, books and records and all other property and rights of every
kind and nature owned or held by RWC as of this date, and will continue to hold
such title on and after the completion of the transactions contemplated by the
Agreement; nor, except in the ordinary course of its business, has RWC disposed
of any such asset since the date of the most recent balance sheet described in
Section 3(o) of the Agreement.
(h) No Interest in Suppliers, Customers, Landlords or Competitors. Neither
the Sellers nor any member of their families have any interest of any nature
whatever in any supplier, customer, landlord or competitor of RWC.
(i) No Debt Owed by RWC to Sellers. Except as set forth in Exhibit "F", RWC
does not owe any money, securities, or property to either the Sellers or any
member of their families or to any company controlled by such a person, directly
or indirectly. To the extent that RWC may have any undisclosed liability to pay
any sum or property to any such person or entity or any member of their families
such liability is hereby forever irrevocably released and discharged.
(j) Corporate Records. All of RWC's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records of RWC are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all material respects since
its date of incorporation.
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(k) No Misleading Statements or Omissions. Neither the Agreement nor any
financial statement, exhibit, schedule or document attached hereto or presented
to ITC in connection herewith, contains any materially misleading statement, or
omits any fact or statement necessary to make the other statements or facts
therein set forth not materially misleading.
(l) Validity of the Agreement. All corporate and other proceedings required
to be taken by the Sellers and by RWC in order to enter into and to carry out
the Agreement have been duly and properly taken. The Agreement has been duly
executed by the Sellers and by RWC, and constitutes the valid and binding
obligation of each of them, except to the extent limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws relating to or
effecting generally the enforcement of creditors rights. The execution and
delivery of the Agreement and the carrying out of its purposes will not result
in the breach of any of the terms or conditions of, or constitute a default
under or violate, RWC's Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture, license or other material document
or undertaking, oral or written, to which RWC or the Sellers is a party or is
bound or may be affected, nor will such execution, delivery and carrying out
violate any order, writ, injunction, decree, law, rule or regulation of any
court, regulatory agency or other governmental body; and the business now
conducted by RWC can continue to be so conducted after completion of the
transaction contemplated hereby, with RWC as a subsidiary of ITC.
(m) Enforceability of the Agreement. When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated herein and made a part
hereof are legal, valid, and enforceable by ITC according to their terms, except
to the extent limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or effecting generally the enforcement of
creditors rights and that at the time of such execution and delivery, ITC will
have acquired title in and to the RWC Shares free and clear of all claims, liens
and encumbrances.
(n) Access to Books and Records. ITC will have full and free access to
RWC's books during the course of this transaction prior to Closing, during
regular business hours.
(o) RWC Financial Statements. RWC's audited financial statements, attached
hereto as Exhibit "G", accurately describe RWC's financial position as of the
date thereof. RWC's financial statements attached as Exhibit "G" have been
prepared in accordance with generally accepted accounting principles in the
United States ("GAAP") (or as permitted by regulation S-X, S-B, and/or the rules
promulgated under the U.S. Securities Act of 1933 and the U.S. Securities
Exchange Act of 1934) and certified by independent certified public accountants
with substantial SEC experience.
(p)RWC's Corporate Summary. RWC's Corporate Summary, prepared on (attached
hereto as Exhibit "L") accurately describes RWC's business,
assets, proposed operations and management as of the date thereof; since the
date of the Corporate Summary, there has been no material change in the Business
Plan and no material adverse change in RWC of any kind or nature whatsoever.
(q) S-4 Registration. Promptly following Closing, RWC and Sellers will
prepare and file a Registration Statement on Form S-4 for the acquisition of the
balance of the RWC shares not owned by Sellers.
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4. Warranties and Representations of ITC. In order to induce the Sellers and
RWC to enter into the Agreement and to complete the transaction contemplated
hereby, ITC warrants and represents to RWC and Sellers that:
(a) Organization and Standing. ITC is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York, is
qualified to do business as a foreign corporation in every other state in which
it operates to the extent required by the laws of such states, and has full
power and authority to carry on its business as now conducted and to own and
operate its assets, properties and business.
(b) Capitalization. ITC's entire authorized equity capital consists of
250,000,000 shares of voting common stock, $.001 par value. Immediately before
the Closing, and issue of the shares as specified in Paragraph 2, above, ITC
will have issued and outstanding 120,239 shares of Common Stock. At the Closing,
ITC will issue the shares as specified in Paragraph 2, above. Other than the ITC
shares registered on Form S-8, the ITC common stock will be issued under SEC
Rule 144 as "restricted securities." Upon issuance, all of the ITC Common Stock
will be validly issued fully paid and non-assessable. The relative rights and
preferences of ITC's equity securities are set forth on the Certificate of
Incorporation, as amended and ITC's By-laws (Exhibit "H" hereto). There are no
other voting or equity securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options, rights, commitments or
agreements by which ITC is bound, calling for the issuance of any additional
shares of common stock or any other voting or equity security. The By-laws of
ITC provide that a simple majority of the shares voting at a stockholders'
meeting at which a quorum is present may elect all of the directors of ITC.
Cumulative voting is not provided for by the By-Laws or Certificate of
Incorporation of ITC. Accordingly, as of the Closing the 6,282,271 shares being
issued to and acquired by the Sellers will constitute approximately 97% of the
7,170,000 shares of ITC which will then be issued and outstanding, which
includes, inter alia, that same percentage of ITC's voting power, right to
receive dividends, when, as and if declared and paid, and the right to receive
the proceeds of liquidation attributable to common stock, if any.
(c) Ownership of Shares. By ITC's issuance of the ITC Common Shares to the
Sellers pursuant to the Agreement, the Sellers will thereby acquire good,
absolute marketable title thereto, free and clear of all liens, encumbrances and
restrictions of any nature whatsoever, except by reason of the fact that such
ITC shares will not have been registered under the '33 Act.
(d) Significant Agreements. ITC is not and will not at Closing be bound by
any of the following, unless specifically listed in Exhibit "I" hereto:
(i) Employment, advisory or consulting contract;
(ii) Plan providing for employee benefits of any nature;
(iii) Lease with respect to any property or equipment;
(iv) Contract or commitment for any future expenditure in excess of
$1,000 in the aggregate.
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(v) Contract or commitment pursuant to which it has assumed,
guaranteed, endorsed, or otherwise become liable for any
obligation of any other person, firm or organization;
(vi) Contract, agreement, understanding, commitment or arrangement,
other than in the normal course of business, not fully
disclosed or set forth in the Agreement;
(vii) Agreement with any person relating to the dividend, purchase
or sale of securities, that has not been settled by the
delivery or payment of securities when due, and which remains
unsettled upon the date of the Agreement.
(e) Taxes. ITC has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental agencies,
wherever situate, and has paid all taxes as shown on such returns.
All of such returns are true and complete.
(f) Absence of Liabilities. Prior to the Closing, ITC will convey all of
its assets subject to all of its liabilities to its present President, Dominick
Pope or to a corporation controlled by him for consideration of $100.
Accordingly, at and as of the Closing Date, ITC will have no liabilities of any
kind or nature, fixed or contingent, except for the costs, including legal and
accounting fees and other expenses, in connection with this transaction, for
which ITC agrees to be responsible and to pay in full at or before the Closing.
(g) No Pending Actions. There are no legal actions, lawsuits, proceedings
or investigations, either administrative or judicial, pending or threatened,
against or affecting ITC, or against any of ITC's officers or directors and
arising out of their operation of ITC. ITC has been in compliance with, and has
not received notice of violation of any law, ordinance or regulation of any kind
whatever, including, but not limited to, the '33 Act, the Securities Exchange
Act of 1934, as amended, the Rules and Regulations of the SEC, or the Securities
Laws and Regulations of any state. ITC is not an investment company as defined
in the Securities laws.
(h) Corporate Records. All of ITC's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its date
of incorporation; all of said books and records will be delivered to ITC's new
management at the Closing.
(i) No Misleading Statements or Omissions. Neither the Agreement nor any
financial statement, exhibit, schedule or document attached hereto or presented
to Sellers in connection herewith contains any materially misleading statement,
or omits any fact or statement necessary to make the other statements or facts
therein set forth not materially misleading.
(j) Validity of the Agreement. All corporate and other proceedings required
to be taken by ITC in order to enter into and to carry out the Agreement have
been duly and properly taken. The Agreement has been duly executed by ITC, and
constitutes a valid and binding obligation of ITC. The execution and delivery of
the Agreement and the carrying out of its purposes
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will not result in the breach of any of the terms or conditions of, or
constitute a default under or violate, ITC's Certificate of Incorporation or
By-Laws, or any agreement, lease, mortgage, bond, indenture, license or other
document or undertaking, oral or written, to which ITC is a party or is bound or
may be affected, nor will such execution, delivery and carrying out violate any
order, writ, injunction, decree, law, rule or regulation of any court,
regulatory agency or other governmental body.
(k) Enforceability of the Agreement. When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated herein and made a part
hereof are legal, valid, and enforceable by RWC and the Sellers according to
their terms, and have acquired good, marketable title in and to the ITC Common
Shares acquired pursuant hereto, free and clear of all liens and encumbrances.
(l) Access to Books and Records. RWC and Sellers will have full and free
access to ITC's books and records during the course of this transaction prior to
and at the Closing.
(m) ITC Financial Statements. At or before the Closing, ITC will provide
RWC and Sellers with recent audited financial statements, which will be
certified in accordance with GAAP by independent certified public accountants
with substantial SEC experience.
(n) ITC Financial Condition. As of the Closing, ITC will have no assets or
liabilities.
(o) Stockholder Approval. Immediately upon the signing of the Agreement,
ITC will submit to its stockholders by meeting or consent the matters described
in section 7(b)(i) herein.
5. Term. All representations, warranties, covenants and agreements made herein
and in the exhibits attached hereto shall survive the execution and delivery of
the Agreement and payment pursuant thereto.
6. The ITC Shares and RWC Shares. All of the ITC common shares shall be
validly issued, fully-paid and non-assessable shares of ITC and RWC Shares, with
full voting rights, dividend rights, and right to receive the proceeds of
liquidation, if any, as set forth in the respective Articles of Incorporation.
7. Conditions Precedent to Closing.
(a) The obligations of RWC and Sellers under this Agreement shall be and
are subject to fulfillment, prior to or at the Closing, of each of the following
conditions:
(i) That ITC's representations and warranties contained herein
shall be true and correct at the time of Closing, as if such
representations and warranties were made at such time;
(ii) That ITC in all material respects shall have performed or
complied with all agreements, terms and conditions required by
this Agreement to be performed or complied with by it prior to
or at the time of the Closing;
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(iii) That ITC's directors, by proper and sufficient vote taken
either by consent of shareholders or at a meeting duly and
properly called and held, shall have properly approved all of
the matters described in Section 7(b)(i) herein; and
(iv) That ITC will have filed its Form 10-KSB for the fiscal year
ended September 30, 1998 and form 10Q's for the quarters ended
December 31, 1997, March 31, 1998, June 30, 1998 and December
31, 1998, respectively;
(v) That ITC will have sold for $100 all of its existing assets
and business, subject to all of its liabilities to its
President, Dominick Pope or a company controlled by him; and
(b) The obligations of ITC under the Agreement shall be and are subject to
fulfillment, prior to or at the Closing of each of the following conditions:
(i) That ITC's Shareholders and Board of Directors, by proper and
sufficient vote, shall have approved this Agreement and the
transactions contemplated hereby; approved the resignation of
all of ITC's current directors and the election of up to 3
designees of RWC to serve as directors in place of ITC's
current directors;' approved a change of ITC's corporate name
to Radio World Corporation, or if such name is not available,
such other name as may be selected by RWC;
(ii) That RWC's and Sellers' representations and warranties
contained herein shall be true and correct at the time of
Closing as if such representations and warranties were made at
such time, and that there shall have been no Material Adverse
Effect with respect to RWC; and ITC shall have received a
certificate of RWC and Sellers to such an effect signed by a
duly authorized officer of RWC and by each of the Sellers; and
(iii) That RWC and Sellers shall have performed or complied with all
agreements, terms and conditions required by this Agreement to
be performed or complied with by them prior to or at the time
of Closing, and ITC shall have received a Certificate of RWC
and Sellers to such effect signed by a duly authorized officer
of RWC and by each of the Sellers.
8. Termination. The Agreement may be terminated at any time before or at
Closing, by:
(a) The mutual agreement of the parties;
(b) Any party if:
(i) Any provision of this Agreement applicable to a party shall be
materially untrue or fail to be accomplished.
(ii) Any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the
consummation of this Agreement or any material component
thereof.
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Upon termination of this Agreement for any reason, in accordance with the
terms and conditions set forth in this paragraph, each said party shall bear all
costs and expenses as each party has incurred and no party shall be liable to
the others for such costs and expenses.
9. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
10. Miscellaneous Provisions. This Agreement is the entire agreement between
the parties in respect of the subject matter hereof, and there are no other
agreements, written or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.
12. Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at 1:00 P.M. on the first business day after the
latter of the Sellers approving this Agreement or the shareholders of ITC
approving this Agreement and the matters referred to in Section 7(b)(i), or such
other date as the parties hereto shall agree upon. At the Closing, all of the
documents and items referred to herein shall be exchanged.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
14. Counterparts. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
INTERCOM TECHNOLOGIES CORP.
SELLERS:
By: /s/ Dominick Pope
-------------------------
Dominick Pope, President
RADIO WORLD CORPORATION
By: /s/ Marc Deschenaux
--------------------------
Marc Deschenaux, President
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Signature Page to Aquisition Agreement
Between Intercom Technologies Corp.
and
Shareholders of Radio World Corporation
/s/ /s/
- ---------------------------- --------------------------------
CD World Page One Productions LLC
/s/ /s/
- ---------------------------- --------------------------------
Apple Tree Investment Co. Phillipe Scheerrer
/s/ /s/
- ---------------------------- --------------------------------
ISPI Inc. Abba Kogen
/s/ /s/
- ---------------------------- --------------------------------
Frederic Carbonier Phillipe Gobet
/s/ /s/
- ---------------------------- --------------------------------
Barcereche Ventures SA Oriviar Wasam
/s/ /s/
- ---------------------------- --------------------------------
Stephanie Jackson Mid America Cap. Corp.
/s/ /s/
- ---------------------------- --------------------------------
Shamrock Capital, LLC Dr. John A. Materra
<PAGE>
EXHIBIT A
NAME NUMBER OF SHARES
CD World Corporation 3,814,000
PageOne Business Productions LLC 560,271
Apple Tree Investment Co. 102,000
Philippe Schaerrer 415,000
ISPI Inc. 550,000
Abba Kogan 250,000
Frederic Carbonier 125,000
Philippe Gobet 125,000
Barbereche Ventures SA 125,000
Stephanie Jackson 75,000
Olivier Wasem 50,000
Mid America Cap Corp. 10,000
Dr. John A. Mattera 71,000
Shamrock Capital, LLC 10,000
---------
TOTAL: 6,282,271
