UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: December 27, 2000
CENTENARY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-23851 86-0874841
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
Reconquista 656, Third Floor, Suite B
Buenos Aires, Argentina 1003
(Address of principal executive offices)
54-11-4315-0332 (Argentina)
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On December 27, 2000, we sold all of our equity in our 99% owned subsidiary,
Centenary, SA, to Celicorp S.A. in consideration of a promissory note in the
face amount of $50,000 from Celicorp, SA. This transaction was approved by our
Board of Directors.
Centenary, SA owns and operates an olive plantation and food trading business in
Argentina. Centenary, SA has been operating under the protection of the court
in Argentina and is seeking to reorganize.
This transaction was the result of arms length negotiations between the parties.
However, no appraisal was done. There was no material relationship between the
parties or their officers, directors or control persons.
Exhibits:
a. Stock Purchase Agreement
b. Promissory Note
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
Centenary International Corp.
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January 9, 2001 By: /s/ Hector A. Patron Costas
Hector A. Patron-Costas
Director, Chairman,
Secretary, and Chief Financial Officer
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Exhibits a.
Stock Purchase Agreement
STOCK PURCHASE AGREEMENT
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This Stock Purchase Agreement (the "Agreement"), effective as of December
27, 2000, is by and between Celicorp S.A. ("Buyer"), and Centenary International
Corp., a Nevada corporation ("Seller").
R E C I T A L S
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WHEREAS, the Seller is the record and beneficial owner of 99% of the stock
of Centenary, SA (" Centenary, SA Stock").
WHEREAS, the Buyer's desires to acquire from the Seller, and the Seller
desires to convey to the Buyer, all of the Sellers stock in Centenary, SA in
exchange for a promissory note in the principal face amount of US$50,000.00, a
copy of which is attached hereto as Exhibit "A" (the "Note"), all on the terms
and conditions set forth below;
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained in
this Agreement, and on the terms and subject to the conditions set forth in this
Agreement, the parties hereto, intending to be legally bound, hereby agree as
follows:
ARTICLE I
THE PURCHASE
Section 1.1 Centenary, SA Stock. At the Closing (as defined below),
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the Seller shall transfer, convey and deliver to the Buyer, all of the Sellers
Centenary, SA Stock, and shall deliver to the Buyer stock certificates
representing the Centenary, SA Stock, duly endorsed to the Buyer's or
accompanied by duly executed stock powers in form and substance satisfactory to
the Buyer.
Section 1.2 Promissory Note. At the Closing, in exchange for all of
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the Seller's Centenary, SA Stock, the Seller shall sign and deliver the Note to
the Seller.
Section 1.3 The transactions in this Agreement are referred to as the
"Purchase".
ARTICLE II
THE CLOSING
The Closing of the transactions contemplated by this Agreement (the
"Closing") shall occur upon the execution and delivery of the Note and the
Centenary, SA Stock certificates as contemplated by this Agreement and shall be
effective upon such date.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Buyer as follows:
Section 3.1 Ownership of the Centenary, SA Stock. The Seller owns,
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beneficially and of record, approximately 99% of the outstanding shares of
Centenary, SA.
Section 3.2 Authorization. All corporate action on the part of the
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Seller pursuant to Nevada law necessary for the authorization, execution,
delivery and performance of this Agreement and the transactions contemplated
hereby has been taken or will be taken prior to the Closing. This Agreement
constitutes a valid and binding obligation of the Seller, enforceable against
the Seller in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, and other laws of general application relating to or affecting
creditors' rights and to general equitable principles.
Section 3.3 Disclosure. To the best of the Seller's knowledge, no
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representation or warranty of the Seller contained in this Agreement (including
the exhibits and schedules hereto) contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer hereby represents and warrant to the Seller as follows:
Section 4.1 Authorization. All corporate action on the part of the
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Buyer necessary for the authorization, execution, delivery and performance of
this Agreement by the Buyer has been taken or will be taken prior to the
Closing. The Buyer has the requisite corporate power and authority to execute,
deliver and perform this Agreement. This Agreement has been duly executed and
delivered by the Buyer, and constitutes a valid and binding obligation of the
Buyer, enforceable against the Buyer in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, and other laws of general application
relating to or affecting creditors' rights and to general equitable principles.
Section 4.2 Disclosure. To the best of the Buyer's knowledge, no
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representation or warranty of the Buyer contained in this Agreement (including
the exhibits and schedules hereto) contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.
Section 4.3 Buyer's Access to Information. The Buyer hereby confirms,
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represents and warrants that the Buyer: (a) has been afforded the opportunity to
ask questions of and receive answers from representatives of the Seller
concerning the business and financial condition, assets, liabilities (fixed and
contingent), properties, operations and prospects of the Seller and Centenary,
SA; (b) has asked such questions as it desires to ask and all such questions
have been answered to the full satisfaction of the Buyer; (c) has such knowledge
and experience in financial and business matters so as to be capable of
evaluating the relative merits and risks of the transactions contemplated
hereby; (d) has had an opportunity to engage an attorney of its choice; (e) has
had an opportunity to negotiate the terms and conditions of this Agreement; (f)
has been given adequate time to evaluate the merits and risks of the
transactions contemplated hereby; and (g) has been provided with and given an
opportunity to review all current information about the Seller and Centenary,
SA, including the Seller's status as a pubic reporting company under the
Securities Act of 1933 as amended and the Securities Exchange Act of 1934, as
amended, and including information about Centenary, SA's petition for
reorganization pursuant to Argentina law.
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ARTICLE V
CLOSING; DELIVERY
Section 5.1(a) Closing Documents of the Stockholders. The obligations
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of the Buyer to effect the transactions contemplated hereby are subject to the
delivery by the Seller at Closing, of the certificates evidencing its Centenary,
SA Stock duly endorsed for transfer by the Seller to the Buyer as contemplated
by this Agreement, in form and substance satisfactory to counsel for the Buyer.
Section 5.1(b) Closing Documents of the Buyer. The obligations of the
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Seller to effect the transactions contemplated hereby are subject to the
delivery by the Buyer at Closing, of the Note.
Section 5.1 (c) Conditions to the Obligations of the Buyer and the
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Seller. The obligations of the Buyer and the Seller to effect the transactions
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contemplated hereby are further subject to the following condition:
(i) The Board of Directors of the Buyer and the Seller, and a majority
of the Shareholders of the Seller, shall have approved and
authorized the transactions contemplated herein.
(ii) No action, suit or proceeding by or before any court or any
governmental or regulatory authority shall have been commenced or
threatened, and no investigation by any governmental or regulatory
authority shall have been commenced or threatened, seeking to
restrain, prevent or challenge the transactions contemplated hereby
or seeking judgments against the Buyer or the Seller.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Notices. All notices and other communications provided
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for herein shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid, or overnight air courier guaranteeing next day
delivery:
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(a) If to the Buyer:
Misiones 1381 of. 701
Montevideo, Urugauy
(b) If to the Seller:
Reconquista 656, Third Floor, Suite B
Buenos Aires, Argentina
All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; three days after being
deposited in the mail, postage prepaid, sent certified mail, return receipt
requested, if mailed; and the next day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.
If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.
Section 6.2 Assignment. Neither this Agreement nor any of the rights,
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interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, which consent will not
be unreasonably withheld. This Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective heirs,
personal representatives, successors and assigns.
Section 6.3 Counterparts. This Agreement may be executed in any number
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of counterparts, which taken together shall constitute one and the same
instrument and each of which shall be considered an original for all purposes.
Section 6.4 Entire Agreement. This Agreement, the documents to be
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executed hereunder and the exhibits and schedules attached hereto constitute the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties pertaining to the subject
matter hereof, and there are no warranties, representations or other agreements
among the parties in connection with the subject matter hereof except as
specifically set forth herein or in documents delivered pursuant hereto. No
supplement, amendment, alteration, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the parties hereto.
All of the exhibits and schedules referred to in this Agreement are hereby
incorporated into this Agreement by reference and constitute a part of this
Agreement.
Section 6.5 Validity. The invalidity or unenforceability of any
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provision of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement, which shall remain in full force and
effect.
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Section 6.6 Survival. The respective representations, warranties,
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covenants and agreements set forth in this Agreement shall survive the Closing
for a period of one year from the execution hereof.
Section 6.7 Public Announcements. The parties hereto agree that prior
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to making any public announcement or statement with respect to the transactions
contemplated by this Agreement, the party desiring to make such public
announcement or statement shall consult with the other parties hereto and
exercise their best efforts to (i) agree upon the text of a joint public
announcement or statement to be made by all of such parties or (ii) obtain
approval of the other parties hereto to the text of a public announcement or
statement to be made solely by the party desiring to make such public
announcement; provided, however, that if any party hereto is required by law to
make such public announcement or statement, then such announcement or statement
may be made without the approval of the other parties.
Section 6.8 Choice of Law. This Agreement shall be governed by, and
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construed in accordance with, the laws of the Republic of Argentina, without
regard to principles of conflict of laws.
Section 6.9 Costs and Expenses. The Buyer and the Seller shall each pay
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their own respective fees and disbursements incurred in connection with this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed effective as of the day and year first above written.
SELLER: CENTENARY INTERNATIONAL CORP.
By: /s/ Hector A. Patron Costas
Hector A. Patron Costas
President
BUYER: CELICORP S.A.
By: /s/ Jose Maria Vanrell Delgado
Vice-president
<PAGE>
Exhibit b.
Promissory Note
PROMISSORY NOTE
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DATE: December 27, 2000
MAKER AND DEBTOR: Celicorp S.A.
MAKER'S MAILING ADDRESS:
Misiones 1381 of. 701
Montevideo, Urugauy
PAYEE: Centenary International Corp., a Nevada corporation
PLACE FOR PAYMENT:
Reconquista 656, Third Floor, Suite B
Buenos Aires, Argentina 1003
PRINCIPAL AMOUNT: US Fifty--Thousand and No/100 Dollars (US$50,000.00)
ANNUAL INTEREST RATE ON UNPAID PRINCIPAL BALANCE FROM DATE OF FUNDING: 10%
ANNUAL INTEREST RATE ON MATURED UNPAID AMOUNTS: 18% per annum
TERMS OF PAYMENT:
Maker promises to pay to the order of Payee the sum of US$25,000 and
Accrued an unpaid interest on December 31, 2001; and sum of US$25,000 and
accrued an unpaid interest on December 31, 2002 such date being the
final maturity date.
Maker reserves the right to prepay the outstanding principal balance of
this Note, in whole or in part, at any time and from time to time, without
premium or penalty.
Maker promises to pay to the order of Payee at the place for payment and
according to the terms of payment the principal amount plus interest at the
rates stated above. All unpaid amounts shall be due on December 27, 2001.
If Maker defaults in the payment of this Note, and the default continues
after Payee gives Maker notice of the default and the time within which it must
be cured, as may be required by law or by written agreement, then Payee may
declare the unpaid principal balance and earned interest on this note
immediately due. Maker and each surety, endorser, and guarantor waive all
demands for payment, presentations for payment, notices of intention to
accelerate maturity, notices of acceleration of maturity, protests, and notices
of protest, to the extent permitted by law.
<PAGE>
If this note is given to an attorney for collection, or if suit is brought
for collection, or if it is collected through probate, bankruptcy, or other
judicial proceeding, then Maker shall pay Payee all costs of collection,
including reasonable attorney's fees and court costs, in addition to other
amounts due. Reasonable attorney's fees shall be 10% of all amounts due unless
either party pleads otherwise.
Interest on the debt evidenced by this note shall not exceed the maximum
amount of nonusurious interest that may be contracted for, taken, reserved,
charged, or received under law; any interest in excess of that maximum amount
shall be credited on the principal of the debt or, if that has been paid,
refunded. On any acceleration or required or permitted prepayment, any such
excess shall be canceled automatically as of the acceleration or prepayment or,
if already paid, credited on the principal of the debt or, if the principal of
the debt has been paid, refunded. This provision overrides other provisions in
this and all other instruments concerning the debts.
This Note shall be governed by and construed in accordance with the laws of
the Republic of Argentina from time to time in effect.
When the context requires, singular nouns and pronouns include the plural.
Celicorp, S.A.
by: /s/ Jose Maria Vanrell Delgado
Vice-president
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