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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
January 25, 2000
Date of Report
(Date of Earliest Event Reported)
Commission File No. 2-97869-D
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BUYIT.COM, INC.
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(Name of Small Business Issuer in its Charter)
Utah 2-97869-D 87-0419571
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
432 Culver Blvd.
Playa Del Rey, California 90293
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (310) 827-3500
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Item 2. Acquisition or Disposition of Assets.
(i) On January 26, 2000, CraftClick.com, Inc. (the "Registrant" or
"CraftClick") entered into a Reorganization Agreement with
Craftnetvillage.com, Inc., a Wisconsin corporation ("Craftnet"), and all of
the stockholders of Craftnet (the "Craftnet Stockholders") whereby CraftClick
issued 750,000 shares of "restricted securities" (common stock) to the
Craftnet Stockholders in consideration of the exchange of 100% of the
outstanding voting securities of Craftnet. These shares amounted to
approximately 5.3% of the post-Craftnet Agreement outstanding voting
securities of CraftClick, taking into account the securities
of CraftClick issued as outlined in subparagraph (ii) of this Item 2 below.
Craftnet became a wholly-owned subsidiary of CraftClick on the closing of the
Craftnet Agreement. A copy of the Craftnet Agreement, with exhibits, is
attached hereto and incorporated herein by reference. See Item 7.
Milwaukee-based CraftNetVillage.com is one of the first large-scale
online Arts and Crafts destinations, and has served to bring craftspeople and
craft merchants together on the Internet for almost five years. CraftNet has
built a loyal following of craftspeople worldwide.
(ii) Also, on February 2, 2000, CraftClick completed an Asset
Purchase Agreement with Kirk A. Hines, the sole owner of Bella-Decor.com, a
sole-proprietorship ("Bella-Decor"). CraftClick issued 100,000 shares of
"restricted securities" (common stock) to Mr. Hines in consideration of the
exchange of 100% of the assets listed in Exhibit A to the Asset Purchase
Agreement. A copy of the Asset Purchase Agreement, with exhibits, is
attached hereto and incorporated herein by reference. See
Item 7.
Kirk Hines, the head of Bella-Decor, has agreed to join
CraftClick.com as a consultant. Bella-Decor is the owner of CraftsSearch.com.
CraftsSearch.com is a far-reaching search engine which enables
craftspeople to rapidly locate craft-related products, projects, and
discussions on the Internet. In addition, CraftsSearch.com maintains links to
thousands of craft-related web sites, all accessible from the CraftsSearch.com
home page. CraftsSearch.com provides 18 major categories of listings and 112
sub-categories, covering every conceivable area of Arts and Crafts.
CraftsSearch.com also has extensive links to craft-related newsgroups, and
alliances with news providers to update its audience with the latest in craft
industry news.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Audited financial statements of Craftnetvillage.com, Inc., and to
the extent required, those of Bella.Decor, are currently being
prepared, and will be filed with the Securities and Exchange
Commission as an amendment to this Report on or about April 9, 2000.
(b) Pro Forma Financial Information.
Pro Forma financial statements, taking into account the completion
of the Craftnetvillage.com, Inc. Agreement, and to the extent
required, of Bella.Decor, respecting the acquisition of its assets,
are being prepared and will be filed with the Securities and
Exchange Commission on or before April 9, 2000.
(c) Exhibits.
10.1 Agreement and Plan of Reorganization.
Exhibit A-Stockholders of Craftnetvillage.com
Exhibit B-CraftClick.com Financial Statements.*
Exhibit C-Exceptions.
Exhibit D-Craftnetvillage.com Financial
Statements.
Exhibit E-Exceptions.
Exhibit F-Investment Letter.
Exhibit G-CraftClick.com Compliance Certificate.
Exhibit H-Craftnetvillage.com Compliance
Certificate.
10.2 Asset Purchase Agreement
Exhibit A-Seller's Assets.
Exhibit B-Consulting Agreement.
Exhibit C-Investment Letter.
99.1 Press Release dated January 27, 2000
99.2 Press Release dated February 2, 2000
* Incorporated by reference from the filings of the
Securities and Exchange Commission, in CraftClick.com's 10-KSB Annual Report
for the year ended March 31, 1999, and it 10-QSB Quarterly Report for the
quarter ended September 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
CRAFTCLICK.COM, INC.
Date: 2/8/2000 By/s/Sandip Seth
Sandip Seth, Director
and President
Date: 2/8/2000 By/s/Peter A. Yollin
Peter A. Yollin, Director
Secretary and Chairman
Date: 2/8/2000 By/s/Edgar Cayce
Edgar Cayce, Director
and Vice President
Date: 2/8/2000 By/s/sanjay Sabnani
Sanjay Sabnani, Director
Date: 2/8/2000 By/s/Leslie Linsley
Leslie Linsley, Director
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
this 26th day of January, 2000, among CraftClick.com, Inc., a Utah corporation
("CraftClick"); craftnetvillage.com, Inc., a Wisconsin corporation
("Craftnet"); and all of the stockholders of Craftnet as listed on Exhibit A
hereto and who execute and deliver a copy of the Agreement (the "Craftnet
Stockholders").
W I T N E S S E T H:
RECITALS
WHEREAS, the respective Boards of Directors of CraftClick and
Craftnet have adopted resolutions pursuant to which CraftClick shall acquire
and the Craftnet Stockholders shall exchange 100% of the outstanding common
stock of Craftnet; and
WHEREAS, the sole consideration for 100% interest in Craftnet shall
be the exchange of $0.001 par value common stock of CraftClick (which shares
are all "restricted securities" as defined in Rule 144 of the Securities and
Exchange Commission) as outlined in Exhibit A; and
WHEREAS, the Craftnet Stockholders shall acquire in exchange the
"restricted securities" of CraftClick in a reorganization, and to the extent
applicable or available, within the meaning of Sections 368(a)(1)(B), 351 or
other available sections, laws or rules and regulations of the Internal
Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Exchange of Stock
1.1 Number of Shares. The Craftnet Stockholders agree to
transfer to CraftClick at the closing (the "Closing") 100% of the outstanding
securities of Craftnet, listed in Exhibit A, which is attached hereto and
incorporated herein by reference (the "Craftnet Shares"), in exchange for
750,000 shares of common stock of CraftClick, also as outlined in Exhibit A.
1.2 Delivery of Certificates by Craftnet Stockholders. The
transfer of the Craftnet Shares by the Craftnet Stockholders shall be effected
by the delivery to CraftClick at the Closing of stock certificate or
certificates representing the transferred shares duly endorsed in blank or
accompanied by stock powers executed in blank with all signatures witnessed or
guaranteed to the satisfaction of CraftClick and with all necessary transfer
taxes and other revenue stamps affixed and acquired at the Craftnet
Stockholders' expense.
1.3 Further Assurances. At the Closing and from time to time
thereafter, the Craftnet Stockholders shall execute such additional
instruments and take such other action as CraftClick may request in order to
exchange and transfer clear title and ownership in the Craftnet Shares to
CraftClick.
1.4 Additional Assets to be Conveyed to and/or Included in the
Assets of Craftnet on Closing. In addition to the assets presently evidenced
in the financial statements of Craftnet, Craftnet and the Craftnet
Stockholders shall convey and/or assign to Craftnet the web site
www.Craftnetvillage.com and all related assets, all intellectual property
related to the this web site and/or the present or contemplated business
operations of Craftnet, including, but not limited to its registered members
and mailing lists, all domain names registered to its business and/or which
relate in any way to its business and the entire content of such web site.
The execution and delivery by Craftnet and the Craftnet Stockholders of this
Agreement shall be deemed to be an assignment and conveyance of such
additional assets, free and clear of any liens or encumbrances.
1.5 Covenant Not to Compete and Use of Confidential
Information. By the execution and delivery of this Agreement, the Craftnet
Stockholders covenant and agree not to compete with CraftClick in any manner
whatsoever relating to the past, present or known proposed business of
Craftnet for a period of two years from the date hereof without the express
written permission of CraftClick; and, the Craftnet Stockholders shall not
divulge, use or otherwise deal with or utilize any of the property, assets or
business of Craftnet, including the assets outlined in Section 1.4 above,
without qualification, without the express written permission of CraftClick.
1.6 Waiver of Buy-Sell Agreement Regarding Craftnet. Craftnet
and the Craftnet Stockholders agree that the terms and provisions of that
certain Buy-Sell Agreement by, between and among them, which is dated June 19,
1998, and as amended, shall not be applicable to this Agreement, and
accordingly, each hereby waives such terms and conditions in their entirety.
1.7 Indemnification and Hold Harmless of Associated Bank Debt.
The Craftnet Stockholders agree to and do hereby, by the execution and
delivery of this Agreement, assume, indemnify and hold CraftClick harmless
from and against any and all principal and interest due and owing by each or
any of them or Craftnet to the Associated Bank, in the approximate amount of
$14,635, as reflected in the financial statements of Craftnet attached hereto
and referred to in Section 4.4 hereof.
1.8 Tax Free Exchange. This Agreement shall, to the extent
applicable or available, be made within the meaning of Sections 368(a)(1)(B),
351 or other available sections, laws or rules and regulations of the Internal
Revenue Code of 1986, as amended; however, there is no assurance that the
exchange contemplated by this Agreement will be "tax free," and neither
CraftClick nor its attorneys or agents have made any representations to the
contrary.
1.9 Closing. The Agreement will be deemed to be completed on
receipt of the signatures of the Craftnet Stockholders owning not less than
95% of the outstanding securities of Craftnet, and on acceptance thereof by
CraftClick, as evidence by its execution and delivery of the Agreement by its
President, or other duly authorized officer.
Section 2
Closing
The Closing contemplated by Section 1 shall be held at the offices
of Leonard W. Burningham, Esq., Suite 205 Hermes Building, 455 East 500 South,
Salt Lake City, Utah 84111, on or before ten days following the execution and
delivery of this Agreement, unless another place or time is agreed upon in
writing by the parties. The Closing may be accomplished by wire, express mail
or other courier service, conference telephone communications or as otherwise
agreed by the respective parties or their duly authorized representatives.
Section 3
Representations and Warranties of CraftClick
CraftClick represents and warrants to, and covenants with, the
Craftnet Stockholders and Craftnet as follows:
3.1 Corporate Status. CraftClick is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Utah and is licensed or qualified as a foreign corporation in all states in
which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary. CraftClick is a
publicly held company, having previously and lawfully offered and sold a
portion of its securities in accordance with applicable federal and state
securities laws, rules and regulations.
3.2 Capitalization. The current pre-Agreement authorized
capital stock of CraftClick consists of 300,000,000 shares of $0.001 par value
common voting stock, of which approximately 13,252,945 shares are issued and
outstanding, all fully paid and non-assessable; and 5,000,000 shares of $0.001
par value preferred stock, 100,000 shares of which have been designated as
Series A Convertible Preferred Stock, redeemable and convertible into 10
shares of common stock, and which are the only shares of CraftClick preferred
stock which are issued and outstanding. There are various outstanding
options, warrants or calls pursuant to which CraftClick is obligated to issue
additional shares of its authorized and unissued common stock; and there are
no options, warrants or calls to purchase any authorized but unissued shares
of preferred stock.
3.3 Financial Statements. The financial statements of
CraftClick furnished to the Craftnet Stockholders and Craftnet, consisting of
audited financial statements for the years ended March 31, 1999 and 1998, and
the period ended September 30, 1999, attached hereto as Exhibit B and
incorporated herein by reference, are correct and fairly present the financial
condition of CraftClick at such dates and for the periods involved; such
statements were prepared in accordance with generally accepted accounting
principles consistently applied, and no material change has occurred in the
matters disclosed therein, except as indicated in Exhibit C, which is attached
hereto and incorporated herein by reference. Such financial statements do not
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
3.4 Undisclosed Liabilities. CraftClick has no liabilities of
any nature except to the extent reflected or reserved against in its balance
sheets, whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit C.
3.5 Interim Changes. Since the date of its balance sheets,
except as set forth in Exhibit C, there have been no (1) changes in financial
condition, assets, liabilities or business of CraftClick which, in the
aggregate, have been materially adverse; (2) damages, destruction or losses of
or to property of CraftClick, payments of any dividend or other distribution
in respect of any class of stock of CraftClick, or any direct or indirect
redemption, purchase or other acquisition of any class of any such stock; or
(3) increases paid or agreed to in the compensation, retirement benefits or
other commitments to its employees.
3.6 Title to Property. CraftClick has good and marketable
title to all properties and assets, real and personal, reflected in its
balance sheets, and the properties and assets of CraftClick are subject to no
mortgage, pledge, lien or encumbrance, except for liens shown therein or in
Exhibit C, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending,
or to the knowledge of CraftClick, threatened, against or relating to
CraftClick, its properties or business, except as set forth in Exhibit C.
Further, no officer, director or person who may be deemed to be an "affiliate"
of CraftClick is party to any material legal proceeding which could have an
adverse effect on CraftClick (financial or otherwise), and none is party to
any action or proceeding wherein any has an interest adverse to CraftClick.
3.8 Books and Records. From the date of this Agreement to the
Closing, CraftClick will (1) give to the Craftnet Stockholders and Craftnet or
their respective representatives full access during normal business hours to
all of CraftClick's offices, books, records, contracts and other corporate
documents and properties so that the Craftnet Stockholders and Craftnet or
their respective representatives may inspect and audit them; and (2) furnish
such information concerning the properties and affairs of CraftClick as the
Craftnet Stockholders and Craftnet or their respective representatives may
reasonably request.
3.9 Tax Returns. CraftClick has filed all federal and state
income or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if
there is no Closing), CraftClick and its representatives will keep
confidential any information which they obtain from the Craftnet Stockholders
or from Craftnet concerning the properties, assets and business of Craftnet.
If the transactions contemplated by this Agreement are not consummated by
January 31, 2000, CraftClick will return to Craftnet all written matter with
respect to Craftnet obtained by CraftClick in connection with the negotiation
or consummation of this Agreement.
3.11 Corporate Authority. CraftClick has full corporate power
and authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to the Craftnet Stockholders and Craftnet or their
respective representatives at the Closing a certified copy of resolutions of
its Board of Directors authorizing execution of this Agreement by CraftClick's
officers and performance thereunder, and that the directors adopting and
delivering such resolutions are the duly elected and incumbent directors of
CraftClick.
3.12 Due Authorization. Execution of this Agreement and
performance by CraftClick hereunder have been duly authorized by all requisite
corporate action on the part of CraftClick, and this Agreement constitutes a
valid and binding obligation of CraftClick and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of CraftClick.
3.13 Environmental Matters. CraftClick has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of CraftClick or
CraftClick' predecessors. In addition, to the best knowledge of CraftClick,
there are no substances or conditions which may support a claim or cause of
action against CraftClick or any of CraftClick' current or former officers,
directors, agents or employees, whether by a governmental agency or body,
private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's,
asbestos, urea formaldehyde, flammable explosives, radioactive materials,
solid or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any applicable federal or state laws
or regulations. "Hazardous Materials Regulations" means any regulations
governing the use, generation, handling, storage, treatment, disposal or
release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.14 Access to Information Regarding Craftnet. CraftClick
acknowledges that it has been delivered copies of what has been represented to
be documentation containing all material information respecting Craftnet and
Craftnet's present and contemplated business operations, potential
acquisitions, management and other factors; that it has had a reasonable
opportunity to review such documentation and discuss it, to the extent
desired, with its legal counsel, directors and executive officers; that it has
had, to the extent desired, the opportunity to ask questions of and receive
responses from the directors and executive officers of Craftnet, and with the
legal and accounting firms of Craftnet, with respect to such documentation;
and that to the extent requested, all questions raised have been answered to
CraftClick's complete satisfaction.
Section 4
Representations, Warranties and Covenants of Craftnet
and the Craftnet Stockholders
Craftnet and the Craftnet Stockholders represent and warrant to,
and covenant with, CraftClick as follows:
4.1 Ownership. The Craftnet Stockholders respectively own the
Craftnet Shares, free and clear of any liens or encumbrances of any type or
nature whatsoever, and each has full right, power and authority to convey the
Craftnet Shares owned without qualification.
4.2 Corporate Status. Craftnet is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Wisconsin and is licensed or qualified as a foreign corporation in all
states or foreign countries and provinces in which the nature of Craftnet's
business or the character or ownership of Craftnet properties makes such
licensing or qualification necessary.
4.3 Capitalization. The authorized capital stock of Craftnet
consists of 9,000 shares of common stock, no par value per share, of which
1,250 shares are issued and outstanding, all fully paid and non-assessable.
Except as otherwise provided herein, there are no outstanding options,
warrants or calls pursuant to which any person has the right to purchase any
authorized and unissued common stock or other securities of Craftnet.
4.4 Financial Statements. The financial statements of
Craftnet furnished to CraftClick, consisting of unaudited balance sheets for
the period ended January 25, 2000, and the year ended December 31, 1999,
attached hereto as Exhibit D and incorporated herein by reference, are correct
and fairly present the financial condition of Craftnet as of these dates and
for the periods involved; such statements were prepared in accordance with
generally accepted accounting principles consistently applied, and no material
change has occurred in the matters disclosed therein, except as indicated in
Exhibit E, which is attached hereto and incorporated herein by reference.
These financial statements do not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.
4.5 Undisclosed Liabilities. Craftnet has no material
liabilities of any nature except to the extent reflected or reserved against
in its balance sheets, whether accrued, absolute, contingent or otherwise,
including, without limitation, tax liabilities and interest due or to become
due, except as set forth in Exhibit E attached hereto and incorporated herein
by reference.
4.6 Interim Changes. Since the date of its balance sheets,
except as set forth in Exhibit E, there have been no (1) changes in the
financial condition, assets, liabilities or business of Craftnet, in the
aggregate, have been materially adverse; (2) damages, destruction or loss of
or to the property of Craftnet, payment of any dividend or other distribution
in respect of the capital stock of Craftnet, or any direct or indirect
redemption, purchase or other acquisition of any such stock; or (3) increases
paid or agreed to in the compensation, retirement benefits or other
commitments to their employees.
4.7 Title to Property. Craftnet has good and marketable title
to all properties and assets, real and personal, proprietary or otherwise,
reflected in its balance sheets, and the properties and assets of Craftnet are
subject to no mortgage, pledge, lien or encumbrance, except as reflected in
the balance sheet or in Exhibit E, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending,
or to the knowledge of Craftnet, threatened, against or relating to Craftnet
or its properties or business, except as set forth in Exhibit E. Further, no
officer, director or person who may be deemed to be an "affiliate" of Craftnet
is party to any material legal proceeding which could have an adverse effect
on Craftnet (financial or otherwise), and none is party to any action or
proceeding wherein any has an interest adverse to Craftnet.
4.9 Books and Records. From the date of this Agreement to the
Closing, the Craftnet Stockholders will cause Craftnet to (1) give to
CraftClick and its representatives full access during normal business hours to
all of its offices, books, records, contracts and other corporate documents
and properties so that CraftClick may inspect and audit them; and (2) furnish
such information concerning the properties and affairs of Craftnet as
CraftClick may reasonably request.
4.10 Tax Returns. Craftnet has filed all federal and state
income or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if
there is no Closing), Craftnet, the Craftnet Stockholders and their
representatives will keep confidential any information which they obtain from
CraftClick concerning its properties, assets and business. If the
transactions contemplated by this Agreement are not consummated by January 31,
2000, Craftnet and the Craftnet Stockholders will return to CraftClick all
written matter with respect to CraftClick obtained by them in connection with
the negotiation or consummation of this Agreement.
4.12 Investment Intent. The Craftnet Stockholders are
acquiring the shares to be exchanged and delivered to them under this
Agreement for investment and not with a view to the sale or distribution
thereof, and the Craftnet Stockholders have no commitment or present intention
to sell or otherwise dispose of the CraftClick shares. The Craftnet
Stockholders shall execute and deliver to CraftClick on the Closing an
Investment Letter attached hereto as Exhibit F and incorporated herein by
reference, acknowledging the "unregistered" and "restricted" nature of the
shares of CraftClick being received under the Agreement in exchange for the
Craftnet Shares; receipt of certain material information regarding CraftClick;
and whereby each is compromising and/or waiving any claims each has or may
have against Craftnet under any federal or state securities laws, rules or
regulations or otherwise, by reason of the purchase of any securities of
Craftnet by each or any of them prior to the Closing of the Agreement, or for
any other reason whatsoever.
4.13 Corporate Authority. Craftnet has full corporate power
and authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to CraftClick or its representative at the Closing
a certified copy of resolutions of its Board of Directors authorizing
execution of this Agreement by its officers and performance thereunder.
4.14 Due Authorization. Execution of this Agreement and
performance by Craftnet hereunder have been duly authorized by all requisite
corporate action on the part of Craftnet, and this Agreement constitutes a
valid and binding obligation of Craftnet and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Craftnet.
4.15 Environmental Matters. Craftnet and the Craftnet
Stockholders have no knowledge of any assertion by any governmental agency or
other regulatory authority of any environmental lien, action or proceeding, or
of any cause for any such lien, action or proceeding related to the business
operations of Craftnet or its predecessors. In addition, to the best
knowledge of Craftnet, there are no substances or conditions which may support
a claim or cause of action against Craftnet or any of its current or former
officers, directors, agents, employees or predecessors, whether by a
governmental agency or body, private party or individual, under any Hazardous
Materials Regulations. "Hazardous Materials" means any oil or petrochemical
products, PCB's, asbestos, urea formaldehyde, flammable explosives,
radioactive materials, solid or hazardous wastes, chemicals, toxic substances
or related materials, including, without limitation, any substances defined as
or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," or "toxic substances" under any applicable federal or
state laws or regulations. "Hazardous Materials Regulations" means any
regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
4.16 Access to Information Regarding CraftClick. Craftnet and the
Craftnet Stockholders acknowledge that they have been delivered copies of what
has been represented to be documentation containing all material information
respecting CraftClick and its present and contemplated business operations,
potential acquisitions, management and other factors; that they have had a
reasonable opportunity to review such documentation and discuss it, to the
extent desired, with their legal counsel, directors and executive officers;
that they have had, to the extent desired, the opportunity to ask questions of
and receive responses from the directors and executive officers of CraftClick,
and with the legal and accounting firms of CraftClick, with respect to such
documentation; and that to the extent requested, all questions raised have
been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of Craftnet
and the Craftnet Stockholders
All obligations of Craftnet and the Craftnet Stockholders under
this Agreement are subject, at their option, to the fulfillment, before or at
the Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of CraftClick contained in this Agreement shall
be deemed to have been made again at and as of the Closing and shall then be
true in all material respects and shall survive the Closing.
5.2 Due Performance. CraftClick shall have performed and
complied with all of the terms and conditions required by this Agreement to be
performed or complied with by it before the Closing.
5.3 Officers' Certificate. Craftnet and the Craftnet
Stockholders shall have been furnished with a certificate signed by the
President of CraftClick, in such capacity, attached hereto as Exhibit G and
incorporated herein by reference, dated as of the Closing, certifying (1) that
all representations and warranties of CraftClick contained herein are true and
correct; and (2) that since the date of the financial statements (Exhibit B
hereto), there has been no material adverse change in the financial condition,
business or properties of CraftClick, taken as a whole.
Section 6
Conditions Precedent to Obligations of CraftClick
All obligations of CraftClick under this Agreement are subject, at
CraftClick's option, to the fulfillment, before or at the Closing, of each of
the following conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of Craftnet and the Craftnet Stockholders
contained in this Agreement shall be deemed to have been made again at and as
of the Closing and shall then be true in all material respects and shall
survive the Closing.
6.2 Due Performance. Craftnet and the Craftnet Stockholders
shall have performed and complied with all of the terms and conditions
required by this Agreement to be performed or complied with by them before the
Closing.
6.3 Officers' Certificate. CraftClick shall have been
furnished with a certificate signed by the President of Craftnet, in such
capacity, attached hereto as Exhibit H and incorporated herein by reference,
dated as of the Closing, certifying (1) that all representations and
warranties of Craftnet and the Craftnet Stockholders contained herein are true
and correct; and (2) that since the date of the financial statements (Exhibit
D), there has been no material adverse change in the financial condition,
business or properties of Craftnet, taken as a whole.
6.4 Books and Records. The Craftnet Stockholders or the Board
of Directors of Craftnet shall have caused Craftnet to make available all
books and records of Craftnet.
6.5 Stockholder's Consent. Craftnet Stockholders owning not
less than 95% of the outstanding securities of Craftnet shall have executed
and delivered the Agreement.
Section 7
Termination
Prior to Closing, this Agreement may be terminated (1) by mutual
consent in writing; (2) by either the directors of CraftClick or Craftnet and
the Craftnet Stockholders if there has been a material misrepresentation or
material breach of any warranty or covenant by the other party; or (3) by
either the directors of CraftClick or Craftnet and the Craftnet Stockholders
if the Closing shall not have taken place, unless adjourned to a later date by
mutual consent in writing, by the date fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
8.2 Waiver. Any failure on the part of any party hereto to
comply with any of the obligations, agreements or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for he or it in connection with
this Agreement, and agrees to indemnify and hold harmless the other parties
against any fee, loss or expense arising out of claims by brokers or finders
employed or alleged to have been employed by he or it.
8.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to CraftClick: 432 Culver Blvd.
Playa Del Rey, California 90393
With a copy to: Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
If to Craftnet: 219 North Milwaukee Street
Milwaukee, Wisconsin 53202
If to the Craftnet
Stockholders: To the address listed on
Exhibit A
8.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
8.6 Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
8.7 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Utah,
except to the extent pre-empted by federal law, in which event (and to that
extent only), federal law shall govern.
8.8 Assignment. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their successors and assigns.
8.9 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
8.10 Default. In the event of any default hereunder, the
prevailing party in any action to enforce the terms and provisions hereof
shall be entitled to recover reasonable attorney's fees and related costs, and
any action to arising under this Agreement shall be brought in the federal or
state courts of the county and state in which CraftClick maintains its
principal place of business, unless CraftClick otherwise agrees in writing by
CraftClick.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Reorganization effective the day and year first above written.
CRAFT CLICK.COM, INC.
Date: 1/26/00. By/s/Sandip Seth
Sandip Seth, President
CRAFTNETVILLAGE.COM, INC.
Date: 1/26/00. By/s/Kenneth W. Stark
Kenneth W. Stark, President
CRAFTNETVILLAGE.COM, INC. STOCKHOLDERS
Date: 1/26/00 /s/John P. Halusan
John P. Halusan
Date: 1/26/00 /s/Christopher G. Larson
Christopher G. Larson
Date: 1/26/00 /s/James A. Lund
James A. Lund
Date: 1/26/00 /s/Gregory P. Pederson
Gregory P. Pederson
Dated: 1/26/00 /s/Kenneth W. Stark
Kenneth W. Stark
<PAGE>
EXHIBIT A
Number of Shares of
Number of Shares CraftClick
Owned of to be
Name Craftnet Received in Exchange
John P. Halusan 280 168,750
4220 South Ravina Drive
Greenfield, WI 53221
Christopher G. Larson 390 232,500
2179 N. 63rd Street
Wauwatosa, WI 53213
James A. Lund 50 30,000
2727 S. Waukesha Road
West Allis, WI 53227
Gregory P. Pederson 250 150,000
2856 S. 50th Street
Milwaukee, WI 53213
Kenneth W. Stark 280 168,750
830 N. 117th Street
Wauwatosa, WI 53226
1,250 750,000
<PAGE>
EXHIBIT B
CRAFTCLICK.COM, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
MARCH 31, 1999 and 1998
AND
SEPTEMBER 30, 1999
These reports and filings are available upon request or online at
http://www.sec.gov
<PAGE>
EXHIBIT C
None.
<PAGE>
EXHIBIT D
CRAFTNETVILLAGE.COM, INC.
FOR THE PERIOD ENDED
JANUARY 25, 2000
AND THE YEAR ENDED
DECEMBER 31, 1999
<PAGE>
CRAFTNETVILLAGE.COM
Income Statement
01/01/00 to 01/31/00
Period % YTD %
Income
SALES - INTERNET $3,503.40 56.1 $3,503.40 56.1
SALES - OTHER 100.00 1.6 100.00 1.6
SALES-SPONSORSHIPS 2,500.00 40.0 2,500.00 40.0
SALES-LINKS 900.00 14.4 900.00 14.4
SALES DISCOUNTS (18.00) -0.3 (18.00) -0.3
SHIPPING CHARGES 13.35 0.2 13.35 0.2
SHIPPING CHARGES PAID (751.50) -12.0 (751.50) -12.0
6,247.25 100.0 6,247.25 100.0
Cost of Sales
PRODUCT MERCHANDISE 1,641.88 26.3 1,641.88 26.3
OUTSIDE SERVICES (2,500.00) -40.0 (2,500.00) -40.0
(858.12) -13.7 (858.12) -13.7
Gross Margin 7,105.37 113.7 7,105.37 113.7
Operating Expenses
SALES SALARIES 4,771.38 76.4 4,771.38 76.4
SALARIES-OFFICE & CLERICAL 1,914.63 30.6 1,914.63 30.6
INSURANCE-GROUP HEALTH 524.25 8.4 524.25 8.4
INSURANCE-GROUP DENTAL 34.09 0.5 34.09 0.5
FICA TAX EXPENSE 269.54 4.3 269.54 4.3
FEDERAL UNEMPLOYMENT TAX EXP 34.77 0.6 34.77 0.6
STATE UNEMPLOYMENT TAX EXPENSE 132.60 2.1 132.60 2.1
MEDICARE EXPENSE 63.03 1.0 63.03 1.0
BUSINESS TRAVEL 183.38 2.9 183.38 2.9
BUSINESS MEALS 72.00 1.2 72.00 1.2
PARKING/TOLLS 140.00 2.2 140.00 2.2
POSTAGE 11.89 0.2 11.89 0.2
EXPRESS MAIL 40.50 0.6 40.50 0.6
LEGAL FEES 381.42 6.1 381.42 6.1
OFFICE SUPPLIES 95.03 1.5 95.03 1.5
RENTAL - BUILDING 700.00 11.2 700.00 11.2
TELEPHONE - AMERITECH 215.91 3.5 215.91 3.5
TELEPHONE - FRONTIER 129.07 2.1 129.07 2.1
9,713.49 155.5 9,713.49 155.5
Other Expenses
FEDERAL INCOME TAX 129.32 2.1 129.32 2.1
129.32 2.1 129.32 2.1
Net income (loss)
$ (2,737.44) -43.8 $(2,737.44) -43.8
<PAGE>
CRAFTNETVILLAGE.COM
Balance Sheet
as of 01/26/00
Assets
Current Assets
CASH - ASSOCIATED BANK $ 1,669.57
PETTY CASH 250.00
ACCOUNTS RECEIVABLE-TRADE 14,615.72
PREPAID INSURANCE 752.00
17,287.29
Fixed Assets
FURNITURE & FIXTURES 242.86
COMPUTER EQUIPMENT 1,564.35
COMPUTER SOFTWARE 3,028.64
A/D - FURNITURE & FIXTURES (81.78)
A/D - COMPUTER EQUIPMENT (524.60)
A/D - COMPUTER SOFIWARE (2,041.52)
2,187.95
Total Assets $19,475.24
Liabilities & Equity
Current Liabilities
ACCOUNTS PAYABLE $560.79
ASSOCIATED- CURRENT PORTION 14,265.66
SALARIES PAYABLE 2,612.32
I/C PAYABLE - STARKMEDIA 13,868.50
SALES TAX PAYABLE - MILWAUKEE 13.66
SALES TAX PAYABLE - OTHER 4.19
STATE INCOME TAX PAYABLE (25.00)
31,300.12
Owners'Equity
PAID IN CAPITAL > PAR 27,500.00
RETAINED EARNINGS (AAA) (15,354.47)
DISTRIBUTIONS TO SHAREHOLDERS (2,147.00)
Prior income (19,085.97)
Current income (2,737.44)
(11,824.88)
Total Liabilities & Equity $ 19,475.24
<PAGE>
EXHIBIT E
None.
<PAGE>
EXHIBIT F
Interwest Transfer Co.
1981 East Murray-Holladay Rd.
P. O. Box 17136
Salt Lake City, Utah 84117
Craftclick.com, Inc.
432 Culver Blvd.
Playa Del Rey, California 90393
Re: Exchange of shares of Craftnetvillage.com, Inc., a
Wisconsin corporation ("Craftnet"), for shares of
Craftclick.com, Inc., a Utah corporation ("Craftclick
or "the Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Agreement") between the undersigned, Craftnet and Craftclick, I acknowledge
that I have approved this exchange; that I am aware of all of the terms and
conditions of the Agreement; that I have received and personally reviewed a
copy of any and all material documents regarding the Company, including, but
not limited to Articles of Incorporation, Bylaws, minutes of meetings of
directors and stockholders, financial statements and the Company's Annual and
Quarterly and Current Reports filed with the Securities and Exchange
Commission for the past twelve months which can be reviewed in the Edgar
Archives at www.sec.gov. I represent and warrant that no director or officer
of the Company or any associate of either has solicited this exchange; that I
am an "accredited investor" as that term is known under the Rules and
Regulations of the Securities and Exchange Commission; and/or, I represent and
warrant that I have sufficient knowledge and experience to understand the
nature of the exchange and am fully capable of bearing the economic risk of
the loss of my entire cost basis. I hereby compromise and waive any claims I
have or may have against Craftnet under any federal or state securities laws,
rules or regulations or otherwise, by reason of the purchase of any securities
of Craftnet by me prior to the Closing of the Agreement, or for any other
reason whatsoever.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Craftclick is Mantyla,
McReynolds & Assoc., 5872 South 900 East, #250, Salt Lake City, Utah 84121;
Telephone: (801) 269-1818; and that legal counsel for Craftclick is Leonard W.
Burningham, Esq., 455 East 5th South, Suite 205, Salt Lake City, Utah 84111,
Telephone #801-363-7411.
I also understand that I must bear the economic risk of ownership
of any of the Craftclick shares for a long period of time, the minimum of
which will be one (1) year, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to Craftnet
for use by Craftclick as they are made to induce you to issue me the shares of
Craftclick under the Agreement, and I further represent (of my personal
knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Craftclick, all shares of Craftclick to be issued and delivered to me in
exchange for my shares of Craftnet shall be represented by one stock
certificate only and which such stock certificate shall be imprinted with the
following legend or a reasonable facsimile thereof on the front and reverse
sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Craftclick will attempt to
accommodate any stockholders' request where Craftclick views the request is
made for valid business or personal reasons so long as in the sole discretion
of Craftclick, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Craftclick.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
James A. Lund and Katie Lund JTRS 30,000
(Name(s) and Number of Shares)
2727 Wauhesha Road
(Address)
West Allis, WI 53227
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 26th day of January, 2000.
Very truly yours,
/s/James A. Lund
<PAGE>
John Halusan and Elizabeth Halusan JTRS 168,750
(Name(s) and Number of Shares)
5214 S. 25th Street
(Address)
Milwaukee, WI 53221
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 26th day of January, 2000.
Very truly yours,
/s/John Halusan
<PAGE>
Christopher G. Larson Jennifer K. Brock JTRS 232,500
(Name(s) and Number of Shares)
2179 N. 63rd Street
(Address)
Wauwatosa, WI 53213
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 26th day of January, 2000.
Very truly yours,
/s/Christopher G. Larson
<PAGE>
Gregory P. Pedersen 150,000
(Name(s) and Number of Shares)
2856 S. 50th Street
(Address)
Milwaukee, WI 53219
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 26th day of January, 2000.
Very truly yours,
/s/Gregory P. Pedersen
<PAGE>
Kenneth W. Stark and Penny L. Stark
(Name(s) and Number of Shares)
830 N. 117th Street
(Address)
Wauwatosa, WI 53226
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 26th day of January, 2000.
Very truly yours,
/s/Kenneth W. Stark
<PAGE>
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Craftclick.com, Inc., a Utah
corporation ("Craftclick"), represents and warrants the following as required
by the Agreement and Plan of Reorganization (the "Agreement") between
Craftclick and Craftnetvillage.com, Inc., a Wisconsin corporation
("Craftnet"), and the stockholders of Craftnet (the "Craftnet Stockholders"):
1. That he is the President of Craftclick and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Craftnet and the Craftnet Stockholders.
2. Based on his personal knowledge, information, belief and
opinions of counsel for Craftclick regarding the Agreement:
(i) All representations and warranties of Craftclick
contained within the Agreement are true and correct;
(ii) Craftclick has complied with all terms and provisions
required of it pursuant to the Agreement; and
(iii) There have been no material adverse changes in the
financial position of Craftclick as set forth in its
financial statements for the periods ended March 31,
1999 and 1998, and September 30, 1999, except as set
forth in Exhibit C to the Agreement.
CRAFTCLICK.COM, INC.
By/S/Sandip Seth
Sandip Seth, President
<PAGE>
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Craftnetvillage.com, Inc., a
Wisconsin corporation ("Craftnet"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Agreement") between
Craftnet, its stockholders (the "Craftnet Stockholders") and Craftclick.com,
Inc., a Utah corporation ("Craftclick"):
1. That he is the President of Craftnet and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to Craftclick.
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of Craftnet
contained within the Agreement are true and correct;
(ii) Craftnet has complied with all terms and provisions
required of it pursuant to the Agreement; and
(iii) There have been no material adverse changes in the
financial position of Craftnet as set forth in its
unaudited balance sheets for the period ended January
25, 2000, and the year ended Decembe 31, 1999, except
as set forth in Exhibit E to the Agreement.
CRAFTNETVILLAGE.COM, INC.
By/S/Kenneth W. Stark
Kenneth W. Stark, President
Asset Purchase Agreement
This Asset Purchase Agreement (the "Agreement") is made and effective
January 25, 2000, by and between CraftClick.com, Inc., An Utah Corporation
("Buyer") and Kirk A. Hines ("Seller").
Seller operates a search web site specific to the online crafts
community under the names Bella-decor.com, Craftssearch.com, and Craft-search-
engine.com (the "Business").
Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, certain assets of Seller used in the Business, subject to the terms of
this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Transfer of Assets. At the Closing, subject to the terms of this
Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer,
and Buyer shall purchase from Seller, free and clear of all liens,
encumbrances, claims, clouds, charges, equities or imperfections of any
nature, all software, databases, contract rights, customer lists, trademarks,
trade names, intellectual property, goodwill, materials, supplies, telephone
numbers, business records, and other assets owned by Seller and used or useful
in the Business and related operations. The assets and properties to be
transferred by Seller to Buyer shall include, without limitation those
identified in Exhibit A attached hereto.
2. Conveyance and Transfer Documents. Seller agrees to deliver to Buyer at
the Closing such certificates, bills of sale, documents of title and other
instruments of conveyance and transfer, in form and content satisfactory to
Buyer, as shall be effective to vest in Buyer good and marketable title in and
to any property to be sold, assigned, transferred, conveyed and delivered
hereunder.
3. Payment of Purchase Price. In exchange for full payment for all of the
items purchased from Seller, Buyer shall issue Seller 100,000 shares of its
common stock. Such issued shares shall be "restricted securities" and shall be
imprinted with the following legend or a reasonable facsimilie thereof on the
front and reverse sides thereof:
The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration provisions of such Act has
been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Act.
4. Nonassumption of Liabilities. Except as otherwise agreed expressly in
writing, Buyer does not and shall not assume or agree to pay any of Seller's
or, where applicable, any shareholder's, partner's, or member's, liabilities
or obligations of any nature or kind. Seller and, where applicable, any
shareholder, partner, or member, shall each remain responsible for their
respective debts and obligations.
5. Further Assurances. From time to time after the date of this Agreement,
Seller shall give to Buyer, and to Buyer's representatives, auditors and
counsel, full access during normal business hours to all of the properties,
books, records, tax returns, contracts, licenses, franchises and all of the
documents of Seller relating to the Business and shall furnish to Buyer all
information with respect to the Business, as Buyer may from time to time
reasonably request. Promptly following execution of this Agreement, Seller
shall use Seller's best efforts to obtain all consents (if any, including,
without limitation, consents of any government or governmental agency)
necessary to effect the sale, assignment, transfer, conveyance and delivery
contemplated by Section 1 hereof. From time to time after the Closing, at
Buyer's request and without further consideration, Seller agrees to execute
and deliver at Seller's expense such other instruments of conveyance and
transfer and take such other action as Buyer reasonably may require more
effectively to sell, assign, transfer, convey, deliver and vest in Buyer, and
to put Buyer in possession of, any property to be sold, assigned, transferred,
conveyed and delivered hereunder.
6. Closing.
A. The issuance of shares, delivery of documents and completion of
other
items related to the transfer of the Business and the assets purchased by
Buyer (the "Closing") shall be held on January 25, 2000, at 5:00 p.m., at
Columbia, SC, or on such other date, and at such other time and place, as
mutually agreed upon by the parties in writing.
B. At the Closing:
(i) Seller shall execute and deliver to Buyer the instruments of
conveyance and transfer called for in Section 2 hereof;
(ii) Buyer shall deliver to Seller a Board resolution instructing
the Buyer's transfer agent to issue the stock called for in Section 3 above.
C. In the event that the Closing hereunder shall not be consummated by
January 31, 2000 for any reason other than some act, omission or material
breach by Buyer, this Agreement shall, at the sole option of Buyer, terminate.
7. Representations and Warranties of Seller. Seller represents and warrants
to and covenants with Buyer, and Buyer's successors and assigns (which
representations, warranties and covenants shall survive the Closing), as
follows:
A. Seller has full power and authority to execute and deliver the
Agreement and to consummate the transactions contemplated hereby.
B. This Agreement and Seller's performance of the obligations herein do
not constitute the breach or violation of any agreement, covenant, obligation
or promise to which Seller is legally bound.
C. Seller's execution, delivery and performance of this Agreement will
not constitute the breach or violation of any agreement, obligation, promise,
covenant or court order with respect to any spousal maintenance or child
support obligation and that Seller's spouse, if any, does not own any part of
the Business and no consent or waiver by any such spouse is required to
complete Seller's obligations herein.
D. Except as otherwise disclosed by Seller in writing, as of the date
of
this Agreement, the assets and properties of Seller are not, and as of the
Closing they will not be, subject to any liens, encumbrances, claims, clouds,
charges, equities or imperfections of any nature.
E. Neither the execution or delivery by Seller of this Agreement or the
transactions contemplated hereby will: (i) result in the creation of any lien,
security interest, or encumbrance upon any of the assets of Seller; (ii)
violate any order, writ, injunction, decree, judgment, law, rule, regulation
or ruling of any court or governmental authority applicable to Seller or any
of its properties; or (iii) require any consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority.
F. Seller, and where applicable any shareholder, officer, director,
member or partner, are in violation of, or under investigation with respect
to, or have been charged with or given notice of, any violation of any
applicable law, statute, order, rule, regulation, policy or guideline
promulgated or judgment entered, by any federal, state or local court or
governmental authority relating to or affecting the Business, Seller or any of
Seller's assets.
G. As of the Closing Date there has not been, any materially adverse
change in the financial condition, assets, liabilities, business or property
of Seller, or with respect to its employees or customers, and Seller has no
knowledge of any fact or contemplated event which may, in the future, cause
any such materially adverse change. As of the date of Closing, the business
of the Seller has been, and will be, conducted only in the ordinary course.
H. Copies of all instruments, agreements and other documents which
have
been delivered or may be delivered to Buyer by Seller pursuant to or in
connection with this Agreement are and will be complete and correct as of the
date hereof and as of the Closing. Exhibits B and C, attached hereto and made
a part hereof, are lists of all contracts, leases, licenses and other
agreements relating to the Business. Seller is not in default and has not
received any notice of default under any such contract, lease, license or
other agreement or under any other obligation relating to the Business.
I. As of the date hereof there is, and on the Closing Date there will
be, no litigation at law or in equity, no proceeding before any commission or
other administrative or regulatory authority, and no dispute, claim or
controversy (including, without limitation, labor union strikes, elections,
arbitrations, grievances, complaints, or administrative actions) pending, or
to the knowledge of Seller threatened, against or affecting the business or
property of Seller or it right to carry on it business and enter into and
consummate the transactions contemplated by this Agreement.
J. There is no unfair labor practice complaint against Seller pending
before the National Labor Relations Board. There is no labor strike dispute,
slowdown or stoppage, or any union organizing campaign, pending, or to the
best of the knowledge of Seller, threatened against or involving Seller. No
labor agreements have been filed with Seller which has had, or may have, a
materially adverse effect on Seller's business. No collective bargaining
agreement is currently being negotiated with Seller.
K. Seller has not employed any broker or finder or incurred any
liability for any brokerage fees, commissions, finder fees or similar fees or
expenses, and no broker or finder has acted directly or indirectly for Seller
in connection with this Agreement or the transactions contemplated hereby.
L. On the date hereof Seller has, and on the Closing Seller shall have,
duly prepared and timely filed all local, state and federal tax returns
(including, without limitation, those which relate to FICA, withholding and
other payroll taxes) required to be filed by such dates, and paid all taxes,
penalties and interest with respect thereto. To the extent that any tax
liabilities have accrued but not become payable, the full amounts thereof have
been reflected as liabilities or reserved against on the Balance Sheet. After
the Closing, Seller shall duly prepare and timely file any and all local,
state and federal tax returns which pertain, in whole or in part, to the
period on or before the Closing, and pay all taxes, penalties and interest
with respect thereto.
M. On the date hereof, the properties and assets to be transferred
under
this Agreement are, and on the Closing they will be, in good condition and
repair.
N. Seller shall permit Buyer and its representatives at all reasonable
times during business hours and without interfering with the normal conduct of
the business of Seller, to examine and have full access to all of the
properties, books and records of Seller and to copy such books and records (at
Buyer's expense).
8. Representations and Warranties of Buyer. Buyer represents and warrants
to
and covenants with Seller (which representations and warranties shall survive
the Closing) as follows:
A. Buyer is a Corporation duly organized, validly existing and in good
standing under the laws of the State of Utah.
B. Buyer has full power and authority to execute and deliver the
Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and consummation of this Agreement have been duly
authorized and approved by such directors of Buyer as required by, and in
accordance with, applicable laws and the instruments, agreements and documents
controlling Buyer's governance.
C. As of the date hereof there is, and as of the Closing there will not
be litigation at law or in equity, no proceeding before any commission or
other administrative or regulatory authority, and no dispute, claim or
controversy pending, or to the knowledge of Buyer threatened, against or
affecting the right of Buyer to enter into and consummate the transactions
contemplated by this Agreement.
D. Buyer has not employed any broker or finder or incurred any
liability for any brokerage fees, commissions, finder fees or similar fees or
expenses in connection with the transactions contemplated by this Agreement,
and no broker or finder has acted on Buyer's behalf.
9. Indemnification.
A. Seller indemnifies and holds harmless Buyer against any loss, damage
or expense (including, without limitation, taxes, penalties, interest and
reasonable attorney's fees) asserted against or suffered by Buyer arising out
of or resulting from (i) any breach of this Agreement by Seller; (ii) any
inaccuracy in the representations, warranties, and covenants made by Seller in
this Agreement, or in any certificate, schedule, exhibit or written instrument
delivered or to be delivered under this Agreement; and (iii) any liability,
obligation, demand, claim, action, or judgment, known or unknown, which may
already have arisen or which may hereafter arise, by reason of or in
connection with the operation of Seller's business prior to the Closing.
B. (i) Buyer shall promptly notify Seller of any claim or demand which
Buyer determines has given or could give rise to a right of indemnification
under this Agreement. Unless Seller give Buyer written notice that either
contests Buyer's right to indemnification for a claim or demand within thirty
(30) days of the date Buyer notifies them of such a claim or demand, Seller
shall be deemed to have acknowledged Buyer's right to indemnification for such
claim or demand pursuant to the provisions of this Agreement.
(ii) If any claim or demand relates to a claim or demand asserted by
a third party against Buyer, Seller shall have the duty, at Seller's expense,
to defend any such claim or demand. Buyer shall make available to Seller and
Seller's representatives all records and other materials reasonably required
by them for their use in contesting any such claim or demand. Buyer shall
have the right, but not the obligation, to employ separate counsel, and to
participate with Seller in the defense of any such claim or demand, but the
fees and expenses of such separate counsel shall be paid by Buyer. In not
event shall Buyer be obligated to defend any such claim or demand.
10. Conditions Precedent to the Obligations of Buyer. The obligations of
Buyer under this Agreement are subject to the following conditions precedent:
A. The representations, warranties and covenants made by Seller herein
to Buyer shall be true and correct in all material respects on and as of the
Closing Date with the same effect as if such representations, warranties and
covenants had been made on and as of date of the Closing, and Seller shall
have performed and complied with all agreements, covenants and conditions on
their part required to be performed and complied with on or prior to the
Closing.
B. The assets to be purchased by Buyer and the Business shall not have
been adversely affected in any material way (whether or not covered by
insurance) as a result of any fire, casualty, act of God or other force
majeure or any labor dispute or disturbances.
11. Conditions Precedent to the Obligations of Seller. The obligations of
Seller shall be subject to the condition precedent that all warranties,
representations, and covenants made by Buyer to Seller in this Agreement shall
be true and correct in all material respects on and as of the Closing with the
same effect as if such warranties, representations, and covenants had been
made on and as of the date of the Closing, and Buyer shall have performed or
complied with all agreements, covenants and conditions on its part required to
be performed or complied with on or prior to the Closing.
12. Covenants of Seller. Seller covenants with Buyer as follows:
During the two year period from and after the Closing, Seller shall
not directly or indirectly, or as a partner, shareholder, employee, manager
or otherwise, own, manage, operate, control, be employed by, participate in,
or otherwise be connected with any other business the same as or similar to
the Business. In the event any of the provisions of this Section shall be
determined to be invalid by reason of their scope or duration, this Section
shall be deemed modified to such extent as required to cure the invalidity.
In the event of a breach, or a threatened breach, of this covenant, Buyer
shall be entitled to obtain an injunction restraining the commencement or
continuance or the breach, as well as to any other legal or equitable remedies
permitted by law.
13. Consulting Agreement. At the Closing, Buyer and Seller (or a principal
of Seller) shall enter into a Consulting Agreement in the form and with the
content of the Consulting Agreement attach as Exhibit B.
14. Notices.
Any notice under this Agreement shall be effectively given upon deposit in the
United States mail, postage prepaid, or by recognized overnight delivery
service, and addressed as follows (or at such change of address given by one
party to the other in writing after the date hereof):
If to Buyer: CraftClick.com, Inc., 432 Culver Blvd., Playa Del Rey, CA
90293
If to Seller: Kirk A. Hines, 104 Stonewall Street, Raeford, NC 28376
15. Final Agreement.
This Agreement represents the full agreement between the parties and
supersedes any and all prior negotiations and understandings between them.
This Agreement may not be modified or amended except by a written instrument
executed by all of the parties.
15. Governing Law.
This Agreement shall be governed by and construed according to the laws of the
State of Utah.
16. Force Majeure.
Nonperformance of either party shall be excused to the extent that performance
is rendered impossible by strike, fire, flood, governmental acts, orders or
restrictions, or any other reason where failure to perform is beyond the
control and not caused by the negligence of the non-conforming party.
17. No Assignment.
The parties agree that neither party may assign or transfer any rights and
obligations under this Agreement, directly or indirectly except upon the prior
written consent of the other party. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns.
18. Severability.
If any provision of this Agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions shall nevertheless
remain in full force and effect.
19. Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.
20. Headings.
Headings used in this Agreement are provided for convenience only and shall
not be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CraftClick.com, Inc.
By:/S/Peter A. Yollin /s/Kirk A. Hines
Peter A. Yollin Kirk A. Hines
Chief Executive Officer
<PAGE>
EXHIBIT A
Seller's Assets
All software relating to the Business, including but not limited to operating
and application software.
All domain names registered to the Business, including but not limited to
Bella-decor.com, Craftssearch.com and Craft-search-engine.com.
All e-mail lists and registered member information (approximately 5,000 e-mail
addresses).
Complete access including passwords to the Business web site.
Any information that is stored in the databases of the Business.
<PAGE>
EXHIBIT B
Consulting Agreement
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and effective this
January 25, 2000, by and between Kirk A. Hines ("Consultant") and
CraftClick.com, Inc., An Utah Corporation ("Company").
Now, therefore, Consultant and Company agree as follows:
1. Engagement.
Company hereby engages Consultant, and Consultant accepts engagement, to
provide to Company the following services:
Maintenance and upkeep of the bella-decor.com web site.
2. Term.
Consultant shall provide services to Company pursuant to this Agreement for a
term commencing on January 25, 2000 and ending on January 25, 2001.
3. Place of Work.
Consultant shall render services primarily at Consultant's offices, but will,
upon request, provide the services at Company offices or such other places as
reasonably requested by Company as appropriate for the performance of
particular services.
4. Time.
Consultant's daily schedule and hours worked under this Agreement on a given
day shall generally be subject to Consultant's discretion, provided that
Consultant and Company anticipate that Consultant shall work on average 10
(ten) hours per week in the performance of services pursuant to this
Agreement. Company relies upon Consultant to devote sufficient time as is
reasonably necessary to fulfill the spirit and purpose of this Agreement.
5. Payment.
Company shall pay Consultant $1,000 per month for services performed pursuant
to this Agreement. Payment shall be made monthly. Consultant shall bear all
of Consultant's expenses incurred in the performance of this Agreement.
6. Covenant Not to Compete.
During the term of this Agreement and for a period of two years thereafter,
Consultant shall not directly or indirectly, either for his own account, or as
a partner, shareholder, officer, director, employee, agent or otherwise; own,
manage, operate, control, be employed by, participate in, consult with,
perform services for, or otherwise be connected with any business the same as
or similar to the business conducted by Company. In the event any of the
provisions of this Section 6 are determined to be invalid by reason of their
scope or duration, this Section 6 shall be deemed modified to the extent
required to cure the invalidity. In the event of a breach, or a threatened
breach, of this Section 6, Company shall be entitled to obtain an injunction
restraining the commitments or continuance of the breach, as well as any other
legal or equitable remedies permitted by law.
7. Confidentiality.
During the term of this Agreement, and thereafter for a period of two (2)
years, Consultant shall not, without the prior written consent of Company,
disclose to anyone any Confidential Information. "Confidential Information"
for the purposes of this Agreement shall include Company's proprietary and
confidential information such as, but not limited to, customer lists, business
plans, marketing plans, financial information, designs, drawing,
specifications, models, software, source codes and object codes. Confidential
Information shall not include any information that:
A. is disclosed by Company without restriction;
B. becomes publicly available through no act of Consultant;
C. is rightfully received by Consultant from a third party.
8. Termination.
A. This Agreement may be terminated by Company as follows:
i. If Consultant is unable to provide the consulting services by reason of
temporary or permanent illness, disability, incapacity or death.
ii. Breach or default of any obligation of Consultant pursuant to
Section 6, Covenant Not to Compete, or Section 7, Confidentiality, of
this Agreement.
iii. Breach or default by Consultant of any other material obligation
in this Agreement, which breach or default is not cured within five (5)
days of written notice from Company.
B. Consultant may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company, which breach or
default is not cured within five (5) days of written notice from
Consultant.
ii. If Company files protection under the federal bankruptcy laws, or
any bankruptcy petition or petition for receiver is commenced by a third
party against Company, any of the foregoing of which remains undismissed
for a period of sixty (60) days.
9. Independent Contractor.
Consultant is and throughout this Agreement shall be an independent contractor
and not an employee, partner or agent of Company. Consultant shall not be
entitled to nor receive any benefit normally provided to Company's employees
such as, but not limited to, vacation payment, retirement, health care or sick
pay. Company shall not be responsible for withholding income or other taxes
from the payments made to Consultant. Consultant shall be solely responsible
for filing all returns and paying any income, social security or other tax
levied upon or determined with respect to the payments made to Consultant
pursuant to this Agreement.
10. Tools and Supplies.
Unless otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer equipment,
software, paper, tools or supplies necessary or appropriate for the
performance of Consultant's services hereunder.
11. Controlling Law.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Utah.
12. Headings.
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
13. Final Agreement.
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether
written or oral. This Agreement may be amended, supplemented or changed only
by an agreement in writing signed by both of the parties.
14. Notices.
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier service as
follows:
If to Consultant:
Kirk A. Hines
104 Stonewall Street
Raeford, NC 28376
If to Company:
CraftClick.com, Inc.
432 Culver Blvd.
Playa Del Rey, CA 90293
15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to
be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
CraftClick.com, Inc.
/S/Kirk A. Hines By:/s/Peter A. Yollin
Kirk A. Hines Peter A. Yollin
Chief Executive Officer
<PAGE>
Interwest Transfer Co.
1981 East Murray-Holladay Rd.
P. O. Box 17136
Salt Lake City, Utah 84117
Craftclick.com, Inc.
432 Culver Blvd.
Playa Del Rey, California 90393
Re: Exchange of shares of Bella-decor.com, ("Bella") in exchange
for shares of Craftclick.com, Inc., a Utah corporation ("Craftclick
or "the Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Agreement") between the undersigned, I acknowledge that I have approved this
exchange; that I am aware of all of the terms and conditions of the Agreement;
that I have received and personally reviewed a copy of any and all material
documents regarding the Company, including, but not limited to Articles of
Incorporation, Bylaws, minutes of meetings of directors and stockholders,
financial statements and the Company's Annual and Quarterly and Current
Reports filed with the Securities and Exchange Commission for the past twelve
months which can be reviewed in the Edgar Archives at www.sec.gov. I
represent and warrant that no director or officer of the Company or any
associate of either has solicited this exchange; that I am an "accredited
investor" as that term is known under the Rules and Regulations of the
Securities and Exchange Commission; and/or, I represent and warrant that I
have sufficient knowledge and experience to understand the nature of the
exchange and am fully capable of bearing the economic risk of the loss of my
entire cost basis. I hereby compromise and waive any claims I have or may
have against Bella under any federal or state securities laws, rules or
regulations or otherwise, or for any other reason whatsoever.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Craftclick is Mantyla,
McReynolds & Assoc., 5872 South 900 East, #250, Salt Lake City, Utah 84121;
Telephone: (801) 269-1818; and that legal counsel for Craftclick is Leonard W.
Burningham, Esq., 455 East 5th South, Suite 205, Salt Lake City, Utah 84111,
Telephone #801-363-7411.
I also understand that I must bear the economic risk of ownership
of any of the Craftclick shares for a long period of time, the minimum of
which will be one (1) year, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided for use by
Craftclick as they are made to induce you to issue me the shares of
Craftclick under the Agreement, and I further represent (of my personal
knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Craftclick, all shares of Craftclick to be issued and delivered to me shall be
represented by one stock certificate only and which such stock certificate
shall be imprinted with the following legend or a reasonable facsimile thereof
on the front and reverse sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Craftclick will attempt to
accommodate any stockholders' request where Craftclick views the request is
made for valid business or personal reasons so long as in the sole discretion
of Craftclick, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Craftclick.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Kirk A. Hines 100,000
(Name(s) and Number of Shares)
104 Stonewall Street
(Address)
Racford, NC 28376
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 26th day of January, 2000.
Very truly yours,
/s/Kirk A. Hines
For Further Information:
Contact: Sandy Seth, President, COO; Investor Relations
[email protected] Contact:Sanjay Sabnani; Chief
Investment Officer; [email protected]
CraftClick.com Venture Catalyst Inc.
432 Culver Boulevard 3420 Ocean Park Boulevard, Suite 3020
Playa Del Rey, CA 90293 Santa Monica, CA 90405
(310)-827-3500 (310) 399-4059
(310) 827-8111 Fax (310) 399-3431 Fax
CraftClick.com Announces Acquisition of CraftNetVillage.com
Leading Online Arts and Crafts Site to be integrated into the CraftClick.com
Network.
CraftNetVillage.com's CEO and head of sales, experienced industry
professionals will join CraftClick.com.
Acquisition adds CraftNetVillage's registered user base of thousands of
craftspeople and crafts suppliers to the expanding CraftClick.com
community.
PLAYA DEL REY -- January 27, 2000 -- CraftClick.com (OTC BB: CTCK) announced
today the acquisition of CraftNetVillage.com, a leading web site devoted to
Arts and Crafts amateurs and professionals.
Additionally, Chris Larson, CEO of CraftNetVillage.com and Greg Pedersen,
CraftNetVillage.com's Vice President of Sales and Marketing, will join
CraftClick.com as Vice President Business Development and Internet Operations,
and Director of Sales and Marketing respectively.
Milwaukee-based CraftNetVillage.com has built a loyal following of
craftspeople worldwide seeking Arts and Crafts products, projects, information
and advice. One of the first large-scale online Arts and Crafts destinations,
CraftNetVillage.com has served to bring craftspeople and craft merchants
together on the Internet for almost 5 years.
Commenting on the acquisition, CraftNetVillage.com's CEO, Chris Larson, stated
"I am thrilled that we have been acquired by CraftClick.com, and that will
become a part of CraftClick.com's rapidly growing community. As a craft
industry veteran, I have watched CraftClick.com's emergence with great
interest. The market for Arts and Crafts items, estimated at approximately
$14 billion three years ago in the United States alone, provides an incredible
opportunity for online success worldwide. Over a short period of time,
CraftClick.com has established itself as the best source of all things related
to Arts and Crafts; products, projects and community."
Mr. Larson continued, "I am also pleased to come on board CraftClick.com with
two of my colleagues from CraftNetVillage.com, Greg Pedersen and Katie Peska.
We intend to help CraftClick.com become known worldwide as the "one-stop"
online place for all things involving crafts.
Peter Yollin, CEO of CraftClick.com, stated, "We are extremely happy to make
this acquisition of CraftNetVillage.com, and we would like to welcome our new
corporate staff members to our growing family. This acquisition is a great
achievement for us, providing CraftClick.com with a popular online community,
and a large, established and extremely targeted user base of craftspeople and
suppliers. The addition of Chris, Greg and Katie to our staff further
increases our collective experience and knowledge of the world of crafts,
essential to our goal of becoming the most comprehensive Arts and Crafts
destination in the world."
Mr. Yollin continued, "Through this acquisition, we are realizing a key
component of our strategy, which is to build an extensive online community of
crafters who, through our proprietary software, can quickly and easily build
their own e-commerce enabled homepages to sell their own products and services
online. We look forward to introducing the hundreds of thousands of members
and visitors to CraftNetVillage.com to the benefits of CraftClick.com.
Chris Larson, CraftClick.com's new Vice President Business Development and
Internet Operations, co-founded CraftNetVillage.com in 1995. Mr. Larson spent
5 years in Marketing Communications with David Larson Productions, Inc.,
working exclusively in the craft industry. David Larson Productions, Inc.
produces craft how-to television programming for public and commercial
television. Craftnetvillage.com was developed by David Larson Productions
under Mr. Larson's direction. Mr. Larson then spent two and 1/2 years as
Director of Operations at Starkmedia, a leading web site developer in the
Midwest. During that period, Mr. Larson led an investment group to acquire,
re-develop and operate craftnetvillage.com where he served as CEO.
Greg Pedersen, CraftClick.com's new Director of Sales and Marketing, has been
with Craftnetvillage.com as Vice-President of Sales & Marketing since spring
of 1999. Greg led craftnetvillage.com's advertising program, which centered
on coordinating sponsorships in multiple crafting areas. Prior to joining
craftnetvillage.com, Mr. Pedersen spent 2 Years with Avis Rental Car as a
Regional Account Executive and 12 Years in Sales & Marketing in the Grocery
and Food Service industries.
CraftClick.com recently announced that Leslie Linsley, the syndicated writer
and author of "Crafts for Dummies", has joined CraftClick.com as the Company's
official Spokesperson and Editorial Director. Ms. Linsley has written more
than 60 books on crafts, a weekly newspaper column for 12 years, and has
served as a contributing editor to a dozen magazines. She appears regularly
on national television and radio shows, and also owns two stores devoted to
handcrafts.
About CraftClick.com
CraftClick.com (www.craftclick.com), the ultimate online Arts & Crafts
destination, offers amateur and professional craftspeople worldwide a wealth
of Arts & Crafts related content, as well as robust e-commerce capabilities,
including free commerce-enabled Web pages and free email. CraftClick.com's
extensive project and information library contains more than 15,000 fun and
creative projects, and its Superstore offers convenient one-stop shopping for
several hundred thousand Arts & crafts supplies.
CraftClick.com is also positioning itself as the ultimate virtual exchange
through its wholly-owned exchange portal, BuyIt.com (
www.buyit.com). BuyIt.com includes the BuyIt Auction, the BuyItMall, and an
extensive online product network. The BuyIt Auction, a member of the
FairMarket Network of auction sites, is an online person-to-person auction
that is positioned to become the premier "auction of the communities," through
co-branding, white labeling and the formation of other strategic alliances.
The BuyItMall offers specialty retailers an opportunity to generate an e-
commerce Web presence and benefit from the exposure of the BuyIt community.
Recent additions to the BuyIt.com online network include BuyIt Kidz, with
products and content supplied by eToys.com; BuyIt Health, with products and
content supplied by PlanetRX.com; and BuyIt Travel, powered by Travelocity.
For more information, contact Sanjay Sabnani (310-399-4059/[email protected])
at Venture Catalyst; or Sandy Seth (310-827-3500/[email protected]) at
CraftClick.com.
For Further Information:
Contact: Sandy Seth, President, COO; Investor Relations
[email protected] Contact:Sanjay Sabnani; Chief
Investment Officer; [email protected]
CraftClick.com Venture Catalyst Inc.
432 Culver Boulevard 3420 Ocean Park Boulevard, Suite 3020
Playa Del Rey, CA 90293 Santa Monica, CA 90405
(310)-827-3500 (310) 399-4059
(310) 827-8111 Fax (310) 399-3431 Fax
CraftClick.com Announces Acquisition of Leading Arts and Crafts Search Engine,
CraftsSearch.com
Comprehensive Online Arts and Crafts Search Engine to be Integrated into the
CraftClick.com Network.
CraftsSearch.Com Maintains Thousands of Listings, and is Highly-Visible Among
Major Search Engines Such as Yahoo, Infoseek, and Google
PLAYA DEL REY -- February 2, 2000 -- CraftClick.com (OTC BB: CTCK) announced
today the acquisition of Bella-Decor.com. Bella-Decor.com is the owner of
CraftsSearch.com, an online Arts and Crafts search engine with an unparalleled
reach throughout the online and off-line Arts and Crafts industry.
CraftsSearch.com can be accessed on the Web at www.craftssearch.com or
www.bella-decor.com.
CraftClick.com also announced that Kirk Hines, the head of Bella-Decor.com,
has agreed to join CraftClick.com as a consultant.
CraftsSearch.com is a far-reaching search engine which enables craftspeople to
rapidly locate craft-related products, projects, and discussions on the
Internet. In addition, CraftsSearch.com maintains links to thousands of
craft-related web sites, all accessible from the CraftsSearch.com home page.
CraftsSearch.com provides 18 major categories of listings and 112 sub-
categories, covering every conceivable area of Arts and Crafts.
CraftsSearch.com also has extensive links to craft-related newsgroups, and
alliances with news providers to update its audience with the latest in craft
industry news.
Due to its seniority among online arts and crafts destinations and high
traffic, CraftsSearch.com enjoys consistently high rankings on numerous major
search engines. When a user of popular search engines such as Yahoo, Infoseek
and Google types "craft search", CraftsSearch.com appears within the top five
search results.
Peter Yollin, CEO of CraftClick.com, stated "This acquisition of Bella-
Decor.com instantly provides CraftClick.com with a far-reaching Arts and
Crafts search engine that will greatly benefit our growing CraftClick.com
community. We plan to proceed rapidly to integrate CraftsSearch.com into the
CraftClick.com network, allowing CraftsSearch.com to be accessible from its
current URLs as well as throughout CraftClick.com."
Mr. Yollin continued, "This most recent acquisition is part of our strategy to
1) grow our user base through the acquisition of high traffic and synergistic
Arts and Crafts related Web sites 2) increase the offerings of our already
massive online craft supply store through further aggregation of craft
suppliers, 3) further expand our indexed Arts and Crafts "how-to" project and
article library to build the largest Arts and Crafts knowledge base in
existence.
"Now, in addition to our compelling and special offerings to craftspeople
worldwide such as free e-commerce enabled homepages, free CraftClick.com e-
mail, thousands of free projects, an online store full of hundreds of
thousands of Arts and Crafts supplies, and articles and tips from celebrity
craftspeople, we are pleased to offer our community the finest Arts and Crafts
search engine on the web."
Mr. Yollin added, "We are also very happy to welcome Kirk Hines to our
dedicated team of professional craftspeople, who are helping us provide the
worldwide community of crafters exactly what they have indicated they want.
Kirk's experience in the industry and his extensive contacts will be very
valuable to us as we continue to spread the word about CraftClick.com."
The acquisition of Bella-Decor.com follows CraftClick.com's acquisition of
CraftNetVillage.com. Milwaukee-based CraftNetVillage.com has built a loyal
following of craftspeople worldwide seeking Arts and Crafts products,
projects, information and advice. One of the first large-scale online Arts
and Crafts destinations, CraftNetVillage.com has served to bring craftspeople
and craft merchants together on the Internet for almost five years.
CraftClick.com also recently announced that Leslie Linsley, the syndicated
writer and author of "Crafts for Dummies", has joined CraftClick.com to be the
Company's official Spokesperson and Editorial Director. Ms. Linsley has
written more than 50 books on crafts, a weekly newspaper column for 12 years,
and has served as a contributing editor to a dozen magazines. She appears
regularly on national television and radio shows, and also owns two stores
devoted to handcrafts.
About CraftClick.com
CraftClick.com (www.craftclick.com), the ultimate online Arts & Crafts
destination, offers amateur and professional craftspeople worldwide a wealth
of Arts & Crafts related content, as well as robust e-commerce capabilities,
including free commerce-enabled Web pages and free email. CraftClick.com's
extensive project and information library contains more than 15,000 fun and
creative projects, and its Superstore offers convenient one-stop shopping for
several hundred thousand Arts & crafts supplies.
CraftClick.com is also positioning itself as the ultimate virtual exchange
through its wholly-owned exchange portal, BuyIt.com (
www.buyit.com). BuyIt.com includes the BuyIt Auction, the BuyItMall, and an
extensive online product network. The BuyIt Auction, a member of the
FairMarket Network of auction sites, is an online person-to-person auction
that is positioned to become the premier "auction of the communities," through
co-branding, white labeling and the formation of other strategic alliances.
The BuyItMall offers specialty retailers an opportunity to generate an e-
commerce Web presence and benefit from the exposure of the BuyIt community.
Recent additions to the BuyIt.com online network include BuyIt Kidz, with
products and content supplied by eToys.com; BuyIt Health, with products and
content supplied by PlanetRX.com; and BuyIt Travel, powered by Travelocity.
For more information, contact Sanjay Sabnani (310-399-4059/[email protected])
at Venture Catalyst; or Sandy Seth (310-827-3500/[email protected]) at
CraftClick.com.
