SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 12, 1997
Date of Report (Date of earliest event reported) ______________________________
KING POWER INTERNATIONAL GROUP CO., INC.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
33-10281 75-2641513
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(Commission File Number) (IRS Employer Identification No.)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
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(Address of principal executive offices) (Zip Code)
(915) 682-1761
Registrant's telephone number, including area code ____________________________
IMMUNE AMERICA, INC.
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. Changes in Control of Registrant.
On June 12, 1997, pursuant to an agreement (the "Agreement") between Immune
America, Inc. (now King Power International Group Co., Ltd.), a Nevada
corporation (the "Registrant"), all or substantially all of the shareholders
(the "Shareholders") of two Thailand corporations, J.M.T. Group Co., Ltd. and
J.M.T. Duty Free Co., Ltd. (collectively, the "Thai Companies"), and Halter
Capital Corporation, a Texas corporation, the Shareholders acquired beneficial
ownership of 18,800,000 shares of the Registrant's common stock, par value $.001
(the "Acquired Shares"). Halter Capital Corporation served as a consultant to
the Registrant in the transaction. The Shareholders and their individual
holdings of the Registrant's common stock following the transaction are
identified in Exhibit 99 accompanying this Current Report. In consideration of
the Acquired Shares, the Shareholders delivered to the Registrant all of the
capital stock the Shareholders held in the Thai Companies, that is, 100% of the
capital stock of J.M.T. Group Co., Ltd. and 95% of the capital stock of J.M.T.
Duty Free Co., Ltd., thereby making the Thai Companies subsidiaries of the
Registrant.
The basis of control of the Registrant by the Shareholders results from their
beneficial ownership of approximately 94% of the issued and outstanding shares
of the Registrant's common stock. There are no arrangements known to the
Registrant, the operation of which may at a subsequent date result in another
change of control of the Registrant. Under the terms of the Agreement, seven
persons nominated by the Shareholders -- Vichai Raksriaksorn, Viratana
Suntaranond, Antares Cheng, Suwan Panyapas, Benjamin B. Fattedad, Aimon
Boonkhundha and Damamoon Prachimod -- were elected to the Registrant's Board of
Directors, and immediately thereafter the four previously serving Directors --
Glenn A. Little, Matthew Blair, Dr. Elizabeth Huntley and Kevin B. Halter, Jr.
- - -- resigned. Moreover, the name of the Registrant was changed from Immune
America, Inc. to King Power International Group Co., Ltd.
Prior to the transactions described above, approximately 49.9% of the issued and
outstanding shares of the Registrant's common stock were owned by Little &
Company, 211 West Wall, Midland, Texas 79701. The remaining shares, prior to the
transactions, were held by approximately 490 shareholders. Following the above
transactions, the shares of the Registrant's common stock beneficially owned by
Little & Company constitute less than 1% of the Registrant's issued and
outstanding common stock.
ITEM 2. Acquisition or Disposition of Assets.
As described in Item 1, above, on June 12, 1997 the Registrant acquired 100% of
the capital stock of J.M.T. Group Co., Ltd. and 95% of the capital stock of
J.M.T. Duty Free Co., Ltd., both Thailand corporations, thereby making the Thai
Companies subsidiaries of the Registrant. In consideration of the acquired
capital stock of the Thai Companies, the Registrant issued and delivered to the
Shareholders of the Thai Companies 18,800,000 shares of the Registrant's common
stock. This consideration for the acquired capital stock of the Thai Companies
was determined as a result of arm's length negotiations between Immune America,
Inc. and certain of the Shareholders as representatives of all of the
Shareholders.
The Thai Companies own and operate duty free concessions and retail tourist
shops in Bangkok, Phuket, Hat Yai and Chian Mai, all Thailand. The Registrant
will continue the business conducted by the Thai Companies.
<PAGE>
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
It is impracticable at this time to file the required financial statements
of the acquired business. The Registrant, however, believes that such
information will be filed, and hereby undertakes to file such information,
in no event later than 60 days from June 27, 1997.
(b) Pro forma financial information.
It is impracticable at this time to file the required pro forma financial
information relative to the acquired business. The Registrant, however,
believes that such information will be filed, and hereby undertakes to file
such information, in no event later than 60 days from June 27, 1997.
(c) Exhibits.
2 Stock Purchase Agreement dated April 10, 1997, between the Registrant,
all or substantially all of the Shareholders of three Thailand
corporations, Downtown D.F.S. (Thailand) Co., Ltd., J.M.T. Group Co.,
Ltd. and J.M.T. Duty Free Co., Ltd. (collectively, the "Thai
Companies"), and Halter Capital Corporation, a Texas corporation,
related to the acquisition of 100% of the capital stock of J.M.T.
Group Co., Ltd. and 95% of the capital stock of J.M.T. Duty Free Co.,
Ltd., thereby making the Thai Companies subsidiaries of the
Registrant.
2.1 Amendment No. 1 to the Stock Purchase Agreement dated June 7, 1997,
whereby acquisition by the Registrant of the capital stock of Downtown
D.F.S. (Thailand) Co., Ltd. was amended out of the Stock Purchase
Agreement.
3 Certificate of Amendment of Articles of Incorporation of Registrant
dated June 11, 1997, changing the name of Registrant from Immune
America, Inc. to King Power International Group Co., Ltd.
99 List of the Shareholders disposing of their capital stock in the Thai
Companies in consideration of the Acquired Shares in Registrant, and
the number of Acquired Shares beneficially owned by each such
Shareholder following the transactions pursuant to the Stock Purchase
Agreement, as amended (Exhibits 2 and 2.1)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KING POWER INTERNATIONAL GROUP CO., LTD.
/s/ Vichai Raksriaksorn
By: ________________________________________________________
Vichai Raksriaksorn, President and Chairman of the Board
Dated: June 17, 1997
<PAGE>
EXHIBIT INDEX
Exhibit
Number
2.1 Stock Purchase Agreement dated April 10, 1997, between the Registrant,
all or substantially all of the Shareholders of three Thailand
corporations, Downtown D.F.S. (Thailand) Co., Ltd., J.M.T. Group Co.,
Ltd. and J.M.T. Duty Free Co., Ltd. (collectively, the "Thai
Companies"), and Halter Capital Corporation, a Texas corporation,
related to the acquisition of 100% of the capital stock of J.M.T.
Group Co., Ltd. and 95% of the capital stock of J.M.T. Duty Free Co.,
Ltd., thereby making the Thai Companies subsidiaries of the
Registrant.
2.2 Amendment No. 1 to the Stock Purchase Agreement dated June 7, 1997,
whereby acquisition by the Registrant of the capital stock of Downtown
D.F.S. (Thailand) Co., Ltd. was amended out of the Stock Purchase
Agreement.
3 Certificate of Amendment of Articles of Incorporation of Registrant
dated June 11, 1997, changing the name of Registrant from Immune
America, Inc. to King Power International Group Co., Ltd.
99 List of the Shareholders disposing of their capital stock in the Thai
Companies in consideration of the Acquired Shares in Registrant, and
the number of Acquired Shares beneficially owned by each such
Shareholder following the transactions pursuant to the Stock Purchase
Agreement, as amended (Exhibits 2.1 and 2.2).
<PAGE>
EXHIBIT 2.1
<PAGE>
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made and entered into this 10th
day of April, 1997, by and between the Shareholders , (collectively the
"Shareholders") of J.M.T. Group Co., Ltd. Downtown D.F.S. (Thailand) Co. Ltd.
and J.M.T. Duty Free Co., Ltd., three Thailand Corporation (collectively the
"Thai Companies"), Immune America, Inc., a Nevada corporation (the "Company")
and Halter Capital Corporation, a Texas corporation ("HCC").
RECITALS
A. The Shareholders own 100% of the common stock of J.M.T. Group Co., Ltd.
and 100% of the common stock of Downtown D.F.S. (Thailand Co., Ltd. and 95% of
the common stock of J.M.T. Duty Free Co., Ltd. and desires the Thai Companies to
become a publicly held corporation through a reverse merger into an existing
publicly held shell corporation.
B. HCC desires to assist the other parties hereto in completing the
transactions contemplated herein, including the reverse merger transaction,
regulatory filings and matters as they pertain to the Securities and Exchange
Commission ("SEC"), federal securities laws and other general corporate matters.
C. HCC through arrangements it has made, will cause the Company to issue
eighteen million eight hundred thousand (18,800,000) shares of its common stock
$0.001 par value per share ("the Shares") to Shareholders which represents 94%
interest in the Company.
D. The Shareholders shall at Closing (as defined herein) transfer all the
shares held by them in the Thai Companies to the Company, which represents 97%
interest in the Thai Companies.
E. For services rendered and to be rendered by HCC, Shareholders will on or
before April 10,, 1997 deliver to HCC a good faith deposit of. sixty thousand
U.S.dollars (U.S.$60,000) to HCC ("the Deposit") of which thirty thousand U.S.
dollars (U.S. $30,000 dollars) is non-refundable, to be applied toward the final
purchase price. In the event that the contemplated transaction does not close on
or before July 10, 1997 for no fault attributable to HCC or the Company, HCC
will be entitled to keep the thirty thousand U.S. dollars (U.S.$30,000)
non-refundable deposit, and neither HCC nor the Company will be under any
further obligation to proceed with the transaction.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the parties
hereto agree as follows:
1. Purchase of the Shares by Shareholders. Subject to and upon the terms
and conditions contained herein, on the Closing Date (as defined herein), HCC
shall cause the Company to sell, transfer, assign, convey and deliver to
Shareholders, free and clear of all adverse claims, security interests, liens,
claims and encumbrances (other than restrictions under state and federal
securities laws) and Shareholders shall purchase, accept and acquire from the
Company the Shares.
<PAGE>
2. Escrow of the Shares. To secure the obligations of Shareholders to pay
the purchase price, the Shares shall, at the execution of this Agreement, be
placed in escrow with Securities Transfer Corporation, a Texas corporation and
transfer agent for the Company ("STC"), under an escrow agreement in form and
substance mutually satisfactory to the parties which shall provide that the
Shares shall be held in escrow and not released to Shareholders until Closing.
At Closing, four percent (4%) or seven thousand (752,,000) of the Shares (the
"Escrowed Shares") shall be placed in escrow with STC for a period of twelve
(12)months after Closing. Shareholders shall have financial statements prepared
and audited by a reputable accounting firm acceptable to HCC, reflecting the
business of the Company in accordance with generally accepted accounting
principles in the United States. The Escrowed Shares shall not be released to
Shareholders until the expiration of the escrow agreement and only upon
Shareholders presenting to HCC audited financial statements that reflect that
over the previous twelve (12) month period the business of the Company shall
have had net earnings (after tax) of at least U.S. Six Million Dollars (U.S.
$6,000,000). If the Company does not meet the minimum earnings requirements as
mentioned above, then the escrow agent shall be authorized to release the
Escrowed Shares to HCC. In the event that Shareholders does not acquire the
Shares, or does not pay the purchase price of U.S. One Hundred-eighty thousand
dollars (U.S.$180,000), then HCC shall be entitled to recover the Shares.
3. Closing. Subject to the conditions precedent set forth herein, the
purchase of the Shares (the "Closing") shall take place either (i) at a place to
be mutually agreed upon between the parties or (ii) by the exchange of documents
via courier, on or before July 10, 1997. The date on which the Closing actually
occurs is sometimes referred to herein as the "Closing Date".
4. Representations and Warranties of Shareholders. Unless specifically
stated otherwise, Shareholders represents and warrants that the following are
true and correct as of the date hereof and will be true and correct through the
Closing Date as if made on that date:
A. Authorization and Validity. The execution, delivery and performance
by Shareholders of this Agreement and the consummation of the transaction
contemplated hereby have been duly authorize by Shareholders. This
Agreement has been or will be as of the Closing Date duly executed and
delivered by Shareholders and constitutes or will constitute legal, valid
and binding obligations of Shareholders, enforceable against Shareholders
in accordance with its respective terms, except as may be limited by
applicable bankruptcy, insolvency or similar laws affecting creditors'
rights generally or the availability of equitable remedies.
B. Consents/Approvals/Conflict. Except for the compliance with
applicable federal and state securities laws, no consent, approval,
authorization or order of any court or governmental agency or other body is
required for Shareholders to consummate the purchase of the Shares. Neither
the execution, delivery, consummation or performance of this Agreement
shall conflict with, constitute a breach of any agreement to which
Shareholders is a party or by which it is bound nor, to the best of
Shareholders's knowledge and belief, any exiting law, rule, regulation, or
any decree of any court or governmental department, agency, commission,
board or bureau, domestic or foreign, having jurisdiction over
Shareholders, nor result in the creation of any lien or other encumbrance
upon the Shares.
<PAGE>
C. Investment Intent. Shareholders is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other
disposition in connection with, any distribution of all or any part
thereof, except (i) in an offering covered by a registration statement
filed with the SEC under the Securities Act of 1933, as amended (the
"Act"), covering the Shares, or (ii) pursuant to an applicable exemption
under the Act.
D. Disclosure of Information. Shareholders acknowledges that it or its
representatives have been furnished with information regarding the Company
and its business, assets, results of operations, and financial condition so
as to allow Shareholders to make an informed decision regarding an
investment in the Shares. Shareholders further represents that it has had
an opportunity to ask questions of and receive answers from the Company
regarding the Company and its business, assets, results of operation, and
financial condition.
E. Investment Experience. Shareholders acknowledges that it is able to
fend for itself, can bear the economic risk of its investment in the
Shares, and have such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an
investment in the Shares.
F. Restricted Securities. Shareholders understands that the Shares
will not have been registered pursuant to the Act or any applicable state
securities laws, that the Shares will be characterized as "restricted
securities" under federal securities laws, and that under such laws and
applicable regulations the Shares cannot be sold or otherwise disposed of
without registration under the Act or an exemption therefrom. In this
connection, Shareholders represents that it is familiar with Rule 144
promulgated by the SEC under the Act, as currently in effect, and
understands the resale limitations imposed thereby and by the Act. Stop
transfer instructions may be issued to the transfer agent for securities of
the Company (or a notation may be made in the appropriate records of the
Company) in connection with the Shares.
G. Legend. It is agreed and understood by Shareholders that the
certificates representing the Shares shall each conspicuously set forth on
the face or back thereof a legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
<PAGE>
5. Representations and Warranties of HCC. Unless specifically stated
otherwise, HCC represents and warrants that the following are true and correct
as of the date hereof and will be true and correct through the Closing Date as
if made on that date:
A. Authorization and Validity. The execution, delivery and performance
by HCC of this Agreement and the consummation of the transaction
contemplated hereby, has been duly authorized by HCC. This Agreement has
been or will be as of the Closing Date duly executed and delivered by HCC
and constitutes or will constitute legal, valid and binding obligations of
HCC, enforceable against HCC in accordance with its respective terms,
except as may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally or the availability of equitable
remedies.
B. HCC Further Services. As part of the consideration to be received
by HCC, HCC agrees that beginning on the Closing Date, HCC will do and
perform the following:
(i) Through it's attorney, prepare any and all documents required to
be filed with the SEC and/or the American Stock Exchange in order
to finalize the transaction detailed in this Agreement.
(ii) Prepare any and all applications and forms required for the
Shares to become listed on the American Stock Exchange Stock
Market.
(iii) That the company will have 400 shareholders.
6. Representations and Warranties of the Company. Unless specifically
stated otherwise, the Company hereby represents and warrants that the following
are true and correct as of the date hereof and will be true and correct through
the Closing Date as if made on that date:
A. Organization and Good Standing; Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of its State of Nevada, with all requisite corporate power and
authority to carry on the business in which it is engaged, to own the
properties it owns, and is duly qualified and licensed to do business and
is in good standing in all jurisdictions where the nature of its business
makes such qualification necessary.
B. Capitalization. At the execution date of this Agreement, the
authorized capital stock of the Company consists of 100,000,000 shares of
common stock, $ 0.001 par value per share, of which one million two-
hundred thousand (1,200,000) shares will be issued and outstanding. All of
the issued and outstanding shares of capital stock of the Company are duly
authorized, validly issued, fully paid and nonassessable. The Company is
not a party to or bound by, nor does it have any knowledge of, any
agreement, instrument, arrangement, contract, obligation, commitment or
understanding of any character, whether written or oral, express or
implied, relating to the sale, assignment, encumbrance, conveyance,
transfer or delivery of any capital stock of the Company. The Company has
no subsidiaries and no ownership of the securities of any other entity. As
of the Closing, the shareholders of Shareholders will own eighteen million
eight hundred thousand (18,800,000) of the twenty million (20,000,000)
shares (or approximately 94%) of the Company which will then be
outstanding. The Company will have approximately 400 shareholders.
<PAGE>
C. Documents Genuine. All originals and/or copies of the Company's
Certificate of Incorporation and Bylaws, each amended to date, and all
minutes of meetings and written consents in lieu of meetings of
shareholders, directors and committees of directors of the Company,
financial data, and any and all other documents, material, data, files, or
information which have been or will be furnished to Shareholders, are, to
the best of the Company's knowledge, true, complete, correct and unmodified
originals and/or copies of such documents, information, data, files or
material.
D. Authorization and Validity. The execution, delivery and performance
by the Company of this Agreement and the consummation of the transaction
contemplated hereby has been duly authorized by the Company. This Agreement
has been or will be as of the Closing Date duly executed and delivered by
the Company and constitutes or will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance
with its respective terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights
generally or the availability of equitable remedies.
E. Restrictive Covenants. Prior to the consummation of the proposed
transaction, the Company shall conduct its business in the ordinary and
usual course without unusual commitments and in compliance with all
applicable laws, rules, and regulations. Furthermore, the Company will not,
without the prior written consent of Shareholders, (i) make any changes in
its capital structure, (ii) incur any liability or obligation, (iii) incur
any indebtedness for borrowed money, (iv) make any loans or advances, (v)
declare or pay any dividend or make any other distribution with respect to
its capital stock, (vi) issue, sell or deliver or purchase or otherwise
acquire for value any of its stock or other securities, except as described
in this Agreement (vii) mortgage, pledge, or subject to encumbrance any of
its assets or properties, (viii) sell or transfer any of its assets or
properties, (ix) make any investment of a capital nature, (x) adopt or
amend in any material respect any collective bargaining agreement or
employee benefit plan, or (xi) issue any options to purchase the capital
stock of the Company.
F. Consents/Approvals/Conflict. Except for the compliance with
applicable federal and state securities laws and approval of the Company's
Board of Directors, no consent, approval, authorization or order of any
court or governmental agency or other body is required for the Company to
consent to entering into this Agreement. Neither the execution, delivery,
consummation or performance of this Agreement shall conflict with,
constitute a breach of the Company's Certificate of Incorporation or
Bylaws, as amended to date, or any note, mortgage, indenture, deed of trust
or other agreement or instrument to which the Company is a party or by
which it is bound nor, to the best of the Company's knowledge and belief,
any existing law, rule, regulation, or any decree of any court or
governmental department, agency, commission, board or bureau, domestic or
foreign, having jurisdiction over the Company.
<PAGE>
G. Financial Statements. The Company shall have furnished to
Shareholders its audited balance sheet, statements of income and retained
earnings, statements of cash flows, and notes to the financial statements
relevant thereto, as of December 31, 1996, with said financial statements
reflecting the then current assets and liabilities of the Company pursuant
to generally accepted accounting principles in the United States. The
Company has no liabilities of any kind or nature whatsoever as of December
31, 1996 and will have no liabilities of any kind or nature as of the
Closing Date. The financial statements delivered to Shareholders will
reflect the financial condition of the Company in all material respects as
of the Closing Date.
H. Taxes. To the best knowledge and belief of the Company all income,
excise, unemployment, social security, occupational, franchise and any and
all other taxes, duties, assessments or charges levied, assessed or imposed
upon the Company by the United States or by any state or municipal
government or subdivision or instrumentality thereof which are due and
payable as of the Closing Date have been duly paid, and all required tax
returns or reports concerning any such items have been duly filed.
I. Guarantees or Indebtedness to Affiliates. There are no contracts or
commitments by the Company directly or indirectly guaranteeing the payment
or performance (or both) of any obligations of any third party person or
entity whatsoever, including the Company's shareholders. Further, the
Company is not indebted to any officer, director, employee, or shareholders
thereof as of the Closing Date.
J. Pending or Threatened Litigation. There are no actions,
governmental investigations, suits, arbitrations or other administrative,
criminal or civil actions pending or threatened against the Company. In
addition, to the best of the Company's knowledge, the Company does not know
of any basis that exists for any such action, suit, investigation,
arbitration or proceeding.
K. Environmental Matters. The Company has received no written notice
of any investigation or inquiry by any governmental entity under any
applicable laws pertaining to health or the environment, including without
limitation (i) the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, as amended, and (ii) the Resources
Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling
Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the
Hazardous and Solid Waste Amendments of 1984, as amended. To the actual
current knowledge of the Company, the Company has not disposed of any
hazardous substance on any property owned or leased by the Company and no
condition exists on such property which would subject the Company or such
property to any remedial obligations under any applicable environmental
laws.
<PAGE>
L. Disclosure. No representations or warranties by the Company in this
Agreement and no statement contained in any document (including, without
limitation, financial statements), certificate, or other writing furnished
or to be furnished by the Company to Shareholders or any of its
representatives pursuant to the provisions hereof or in connection with the
transactions contemplated hereby, contains or will contain any untrue
statement of material fact or omits or will omit to state any material fact
necessary, in light of the circumstances under which it was made, in order
to make the statements herein or therein not misleading.
M. SEC Status. The Company is a reporting company (registered under
Section 12(g) of the Securities Exchange Act of 1934) and is required to
file periodic reports with the SEC. the Company is not in violation of any
laws, rules or regulations under any state or federal securities laws.
N. Contracts. As of the Closing Date, there will be no contracts,
agreements, arrangements or understandings entered into by the Company
which cannot be immediately terminated by the Company, except for the
transfer agent agreement with Securities Transfer Corporation.
O. Acquisition of CI. On the Closing Date, the Company will issue nine
million one hundred (9,100,000) shares of Common Stock to CI's shareholders
in exchange for shares of CI's common stock pursuant to the exemption from
registration provided by Section 4(2) of the Act, and the Company shall
thereby become the owner of 100% of CI's outstanding common stock.
P. Change of Corporate Name. As of the Closing Date, the Company will
do and perform all actions necessary to change the name of the Company to .
7. Conditions to Obligations of Shareholders. All obligations of
Shareholders under this Agreement are subject to delivery at Closing of each of
the following documents (the delivery of any one or more of which may, in the
absolute discretion of Shareholders, be waived by Shareholders):
(a) Certificate(s) representing the Shares to be delivered pursuant
to this Agreement duly endorsed or accompanied by duly executed
stock powers.
<PAGE>
(b) Certificates executed respectively by HCC and the Company dated
the Closing Date, certifying that:
(i) The representations and warranties of HCC and the Company
contained in this Agreement are then true in all respects;
and
(ii) HCC and the Company have complied with all agreements and
conditions required by this Agreement to be performed or
complied with by it.
(c) Certified resolutions of the Board of Directors of the Company
authorizing the execution and delivery of this Agreement.
(d) Certificate of Good Standing of the Company from the Secretary of
State of Nevada dated as of the most recent practicable date.
(e) Resignations from all of the Company's officers and directors,
and a certificate of the Company setting forth the resolution
pursuant to which new directors have been elected to the Company,
dated the Closing Date, electing those persons designated by
Shareholders as directors of the Company; and
(f) A legal opinion from the Company's legal counsel opining as to
the Company's warranties and representations in Sections 5A,D,J
and K.
(g) All original corporate books and records, including the Company's
certified financial statements, which are appropriate for
Shareholders to properly continue with the business of the
Company.
8. Conditions to Obligations of HCC. All obligations of HCC under this
Agreement are subject to the delivery to it at Closing each of the following
instruments (the delivery of any one or more of which may, in the absolute
discretion of HCC, be waived by HCC):
(a) A cashier's check or wire transfer in the amount of U.S. One
Hundred Thousand (U.S. $100,000) made payable to HCC.
(b) A certificate executed by Shareholders dated the Closing Date,
certifying that:
(i) Audited financial statements of CI as of December 31, 1996,
prepared by a big six auditing firm or a firm acceptable to
HCC. Said statements shall be prepared in accordance with
generally accepted accounting principles in the United
States and shall reflect assets of no less than U.S.$
million, shareholder equity of no less than U.S.
$(10,000,000) ten million, sales of no less than U.S. $
million and a net profit of no less than U.S. ($2,000,000)
two million.
<PAGE>
(ii) The representations and warranties of Shareholders contained
in this Agreement are then true in all respects.
(iii)Shareholders has complied with all agreements and
conditions required by this Agreement to be performed or
complied with by it.
(c) Certified resolutions of the Board of Directors of Shareholders
authorizing the execution and delivery of this Agreement; and
(d) Audited financial statements prepared by Shareholders reflecting
the minimum amounts stated in 8.b.(i) above.
9. Indemnification by Shareholders. Shareholders hereby agrees to indemnify
and hold harmless HCC and the Company and its successors and assigns for the
full amount of all losses, claims, expenses or liabilities (including without
limitation reasonable attorneys' fees) arising from or relating to (i) any
breach of the representations and warranties made by Shareholders in this
Agreement, and (ii) any failure of Shareholders duly to perform any covenant in
this Agreement to be performed by Shareholders.
10. Indemnification by HCC. HCC hereby agrees to indemnify and hold
harmless Shareholders and its successors and assigns for the full amount of all
losses, claims, expenses or liabilities (including without limitation reasonable
attorneys' fees) arising from or relating to (i) any breach of the
representations and warranties made by HCC in this Agreement, and (ii) any
failure of HCC duly to perform any covenant in this Agreement to be performed by
HCC.
11. Indemnification by the Company. The Company hereby agrees to indemnify
and hold harmless Shareholders and its successors and assigns for the full
amount of all losses, claims, expenses or liabilities (including without
limitation reasonable attorneys' fees) arising from or relating to (i) any
breach of the representations and warranties made by the Company in this
Agreement, and (ii) any failure of the Company duly to perform any covenant in
this Agreement to be performed by the Company
12. Miscellaneous.
A. Amendment. This Agreement may be amended, modified, or supplemented
only by an instrument in writing executed by all the parties hereto.
B. Assignment. Neither this Agreement nor any right created hereby or
in any agreement entered into in connection with the transactions
contemplated hereby shall be assignable by any party hereto without the
written consent of the parties not seeking assignment.
<PAGE>
C. Parties In Interest; No Third Party Beneficiaries. Except as
otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto. Neither this
Agreement nor any other Agreement contemplated hereby shall be deemed to
confer upon any person not a party hereto or thereto any rights or remedies
hereunder or thereunder.
D. Entire Agreement. This Agreement and the agreements contemplated
hereby constitute the entire agreement of the parties regarding the subject
matter hereof, and supersede all prior agreements and understandings, both
written and oral, among the parties, or any of them, with respect to the
subject matter hereof.
E. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance herefrom. Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as part of this
Agreement a provision as similar in its terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid and
enforceable.
F. Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants contained herein shall survive
the Closing and all statements contained in any certificate, exhibit or
other instrument delivered by or on behalf of HCC, the Company, or
Shareholders, as the case may be, and, notwithstanding any provision in
this Agreement to the contrary, shall survive the Closing.
G. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE PRINCIPLES GOVERNING
CONFLICT OF LAWS) OF THE STATE OF TEXAS.
H. Captions. The captions in this agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
I. Gender and Number. When the context requires, the gender of all
words used herein shall include the masculine, feminine and neuter and the
number of all words shall Include the singular and plural.
<PAGE>
J. Reference to Agreement. Use of the words "herein", "hereof" , and
"hereto" and the like in this Agreement shall be construed as references to
this Agreement as a whole and not to any particular Article, Section or
provision in this Agreement, unless otherwise noted.
K. Notice. Any notice or communication hereunder or in any agreement
entered into in connection with the transactions contemplated hereby must
be in writing and given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, or by delivering the same in
person. Such notice shall be deemed received on the date on which it is
hand delivered or on the third business day following the date on which it
is to be mailed. For purposes of notice, the addresses of the parties shall
be:
If to Shareholders:
If to HCC: 16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Attn: Mr. Kevin B. Halter, Jr.
If to the Company: 211 West Wall
Midland, Texas 79701
L. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Execution and
delivery of this Agreement by exchange of facsimile copies bearing
facsimile signature of a party shall constitute a valid and binding
execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents.
Downtown D.F.S. (Thailand) Co., Ltd.
By: /s/ Vichai Raksriaksorn
-----------------------------
Vichai Paksriaksorn, Chairman
On behalf of the shareholders
J.M.T. Group Co., Ltd.
By: /s/ Vichai Raksraiksorn
-----------------------------
Vichai Paksriaksorn, Chairman
On behalf of the shareholders
J.M.T. Duty Free Co., Ltd.
By: /s/ Vichai Raksraiksorn
-----------------------------
Vichai Paksriaksorn, Chairman
On behalf of the shareholders
Immune America, Inc.
By: /s/ Glenn Little
-----------------------------
Glenn Little, President
Halter Capital Corporation
By: /s/ Kevin B. Halter, Jr.
-------------------------------------
Kevin B. Halter, Jr., Vice-President
<PAGE>
EXHIBIT 2.2
<PAGE>
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement (this "Amendment") is made
and entered into this 7th day of June, 1997, by and between the shareholders
(collectively the "Shareholders") of J.M.T. Group Co., Ltd. Downtown D.F.S.
(Thailand) Co. Ltd. and J.M.T. Duty Free Co., Ltd., three Thailand Corporation
(collectively the "Thai Companies"), Immune America, Inc., a Nevada corporation
(the "Company") and Halter Capital Corporation, a Texas corporation ("HCC").
RECITALS
A. The parties to this Amendment are the same parties to that certain Stock
Purchase Agreement dated April 10, 1997 (the "Agreement"), and the parties
desire to amend the Agreement as provided herein.
B. The capitalized terms used, but not defined, in this Amendment shall
have the same meaning herein as provided for such capitalized terms in the
Agreement.
NOW, THEREFORE, in consideration of the recitals and of the mutual promises
and covenants contained herein and in the Agreement, and for other good and
valuable consideration, the parties agree as follows:
1. The Agreement is hereby amended by deleting Downtown D.F.S. (Thailand)
Co., Ltd. as a party thereto, with effect and without further obligation to the
other parties under the Agreement from the date of this Amendment. From the date
of this Amendment, the Thai Companies, as that term is used in the Agreement,
shall refer only to J.M.T. Group Co., Ltd. and J.M.T. Duty Free Co., Ltd.
2. The fourth sentence of Section 2, Escrow of the Shares, of the Agreement
is hereby deleted in its entirety and the following sentence substituted
therefor:
"The Escrowed Shares shall not be released to the Shareholders until the
expiration of the escrow agreement and only then upon the Shareholders
presenting to HCC audited financial statements for 1997 which reflect that
for the year the business of the Company had net earnings (after tax) of at
least U.S. Eight Million Dollars (U.S. $8,000,000) and net equity at the
end of the year of at least U.S. Twelve Million Dollars (U.S.
$12,000,000)."
<PAGE>
3. The conditions contained in Subsections (b) and (d) of Section 8,
Conditions to Obligations of HCC, are hereby waived by HCC; however, audited
consolidated financial statements of the Thai Companies prepared by an
accounting firm acceptable to HCC in accordance with generally accepted
accounting principles in the United States and Regulation S-X of the United
States Securities and Exchange Commission, for the periods and otherwise in the
manner and form described in the attached Exhibit A, shall be delivered by the
Shareholders to HCC within forty-five (45) days of Closing.
4. The remaining provisions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by its authorized representative as of the date first
above written.
Downtown D.F.S. (Thailand) Co., Ltd. J.M.T. Group Co., Ltd.
By: /s/Vichai Raksriaksorn By: /s/ Vichai Raksriaksorn
----------------------------- ---------------------------
Vichai Raksriaksorn, Chairman Vichai Raksriaksorn, Chairman
On behalf of its shareholders On behalf of its shareholders
J.M.T. Duty Free Co., Ltd.
By: /s/ Vichai Raksriaksorn
------------------------------
Vichai Raksriaksorn, Chairman
On behalf of 95% of its shareholders
Immune America, Inc. Halter Capital Corporation
By: /s/ Glenn A. Little By: /s/ Kevin B. Halter, Jr.
------------------------------ ------------------------
Glenn A. Little, President Kevin B. Halter, Jr. Vice Pres.
<PAGE>
EXHIBIT 3
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
Immune America, Inc., a corporation organized under the laws of the State of
Nevada, by its President and Secretary does hereby certify:
1. That the board of directors of said corporation by unanimous written consent
dated May 1, 1997 and the shareholders of the Corporation at a meeting duly
called and held May 24, 1997, adopted a resolution declaring that the following
change and amendment in the articles of incorporation is advisable.
RESOLVED that Article 1 of said articles of incorporation be amended to read as
follows: The name of the corporation is King Power International Group Co., Ltd.
2. That the number of shares of the corporation outstanding and entitled to vote
on an amendment to the articles of incorporation is 275,316; that the said
change and amendment was approved at said shareholders meeting by stockholders
holding at least a majority of each class of stock outstanding and entitled to
vote thereon.
IN WITNESS WHWEREOF: the said President has caused this certificate to be signed
by its President and its Secretary and its corporate seal to be affixed this
11th day of June 1997.
By: /s/ Glenn Little
-------------------------
Glenn Little, President
By: /s/ Kevin B. Halter, Jr.
-------------------------
Kevin B. Halter, Jr., Secretary
State of Texas
County of Midland
On June 11, 1997 Glenn Little personally ppeared before me a Notary who
acknhowledges and he executed the above instrument.
By: /s/ Terri L. Kelly
-------------------
Terri L. Kelly, Notary Public
[Notary Seal]
State of Texas
County of Dallas [Notary Seal]
On June 11, 1997 Kevin B. Halter, Jr. personally appeared before me, a Notary
Public, who acknowledged and he executed the above instrument.
By: /s/ Adrienne Beam
------------------
Adrienne Beam, Notary Public
State of Nevada
Secretary of State
I hereby certify that this is a true and complete copy of the document as filed
in this office June 12, 1997.
By: /s/ Dean Heller
-----------------------------------
Dean Heller, Secretary of State
By: /s/ Mary M. Rojas
-----------------------------------
Mary M. Rojas
<PAGE>
EXHIBIT 99
<PAGE>
LIST OF SHAREHOLDERS
Name and Address Number of Shares Owned
Viratana Suntaranond 3,000,000
141-143-145 SUKA 1 RACHABOPHIT PANAKORN, BANGKOK, THAILAND
Umaratana Suntaranond 1,000,000
141-143-145 SUKA 1 RACHABOPHIT PANAKORN, BANGKOM, THAILAND
Pipat Suntaranond 50,000
141-143-145 SUKA 1 RACHABOPHIT PANAKORN, BANGKOM, THAILAND
Piroon Suntaranond 50,000
141-143-145 SUKA 1 RACHABOPHIT PANAKORN, BANGKOM, THAILAND
Rachaneewan Suntaranond 50,000
141-143-145 SUKA 1 RACHABOPHIT PANAKORN, BANGKOM, THAILAND
Kanokwan Suntaranond 50,000
31 YASOOB 1 LADYAO JATUJAK, BANGKOK, THAILAND
Mana Suravoranond 920,500
316-318 CHOMPOL ROAD, AMPHUR MAUNG, NAKORNRAJASIMA PROVINCE, THAILAND
Surasak Patranonutai 334,617
79/12 SOI LADPRAO 35 LADPRAO ROAD, LADYAO JATUJAK, BANGKOK, THAILAND
Vichai Raksriaksorn 6,000,000
20 SOI SUKHUMVIT 64 BANGCHAK PRAKANONG, BANGKOK, THAILAND
Aimon Boonkhandha 3,000,000
600/1013 MU 14 KOOKOT LAMLUKKA PATHUMTHANI, THAILAND
Suwan Panyapas 92,000
888/60-62 PLOENCHIT ROAD, LUMPINI PATUMWAN, BANGKOK, THAILAND
Voramas Raksriksorn 386,000
20 SOI SUKHUMVIT 64 BANGCHAK PRAKANONG, BANGKOK, THAILAND
Napaporn Jitjaruek 1,000
53/28 LARDPROUND 15 ROAD, BANGKOK, THAILAND
Sirima Wanichanon 1,000
224 SOI SUKHUMVIT 101 PRAKANONG BANGKOK, THAILAND
Pornkamol Wongpiboonpol 1,000
21/5 INTRAPITHAK ROAD, THONBURI BANGKOK, THAILAND
Apipong Nantaphatravit 500
39/236 SOI THAKHAM RAMA 2 ROAD, THAKHAM BANGKHUNTHIEN, BANGKOK, THAILAND
<PAGE>
Opas Weerawuthiwong 500
33/104 ST. LOUIS SOI 3 SOUTH SATHORN ROAD, SATHORN, BANGKOK, THAILAND
Silkwood Capital Limited 350,000
NO. 1, LANE 1, CHENG TEH ROAD, SECTION 7, TAIPEI, TAIWAN
Lao Trai-Khoksoong 5,000
45/29 MOO 6 TA-RAENG BANGKHEN, BANGKOK, THAILAND
Ting Hoi Ti 150,000
Room 408, NO. 62 MODY ROAD, TSIMSHATSUI, KOWLOON, HONG KONG
Niphon Raksriakorn 1,047,883
24/9-10 SOI RONGLENGDEK BAMRUNGMUANG ROAD, MAHANAK POMPRAP, BANGKOK, THAILAND
Vichitra Boonkhundha 360,000
199 SOI RAMKAMHAENG 64 HUAMARK BANGKAPI, BANGKOK, THAILAND
Orapim Vivittaporn 566,000
232 MOO 1 KURABURIPANG-NGA THAILAND
Somchai Raksriaksorn 257,000
60/6 SOI RONGMUANG 1 RONGMUANG BANGKOK, THAILAND
Malee Raksriaksorn 150,000
24/9-10 SOI RONGLENGDEK BAMRUNGMUANG ROAD, MAHANAK POMPRAP, BANGKOK, THAILAND
Capitalux Co., Ltd. 815,000
888/60-62 PLOENCHIT ROAD, LUMPINI PATUMWAN, BANGKOK, THAILAND
Wei Wing Cheng 20,000
159/26 SOI CHONGSA-ARD LADYAO CHATUCHAK, BANGKOK, THAILAND
Thongchai Boonkhundha 20,000
199 SOI RAMKAMHAENG 64 HUAMARK BANGKAPI BANGKOK, THAILAND
Thaweechok Boonkhundha 10,000
199 SOI RAMKAMHAING 64 HUAMARK BANGKAPI BANGKOK, THAILAND
Auemporn Boonkhundha 5,000
199 SOI RAMKAMHAING 64 HUAMARK BANGKAPI BANGKOK, THAILAND
Prajug Inaree 5,000
16/1 SOI SUKHUMVIT 64 BANGCHAK PRAKANONG, BANGKOK, THAILAND
Jongchai Thiangtham 20,000
189/58 PRAPINKLAO ROAD, BANGYEEKHAN BANGPLAD, BANGKOK, THAILAND
Sombat Thorntham 20,000
189/58 PRAPINKLAO ROAD, BANGYEEKHAN BANGPLAD, BANGKOK, THAILAND
<PAGE>
Kannika Aviruth 1,500
400/151-2 SOI ORN-NUCH 48 SUKHUMVIT 77 BANGKOK, THAILAND
Pornchai Pornsirigosol 1,500
400/151-2 SOI ORN-NUCH 48 SUKHUMVIT 77 BANGKOK, THAILAND
Fusak Thammasumet 3,000
89/487 ORAN 2 SUKAPIBARN 1 BUNGKUM BANGKOK, THAILAND
Orawan Smittinet 3,000
69 SAWANG ROAD, MAHAPRUTTARAM BANGKAPI, BANGKOK, THAILAND
Unchalee Ruchipong 1,000
4126 DINDAENG ROAD, DINDAENG BANGKOK, THAILAND
Kornkanok Mettaphunt 1,000
62/24 BANGKHUNNOND BANGKOKNOI, BANGKOK, THAILAND
Sombat Dechapanichkul 10,000
265-267 YAOWARAT ROAD, SAMPHANTAWONG, BANGKOK, THAILAND
Banchar Chanttadilok 10,000
269/175 CHARANSANITWONG 35 BANGKHUNSRI, BANGKOK, THAILAND
Malee Aviruth 10,000
1879/1 PHARAM 4 ROAD, LUMPINI PATHUMWAN, BANGKOK, THAILAND
Anocha Kumnerdngam 5,000
1107/22 SOI CHAROENNAKORN 21 KLONGSAN, BANGKOK, THAILAND
Thammanoon Sae-Chang 5,000
29 SOI TAKINDAENG 20 KLONGSAN, BANGKOK, THAILAND
Pichai Pitakchaisuk 5,000
100/14 CHONGNONTRE YANNAWA BANGKOK, THAILAND
Pochanalai Boonkhundha 5,000
199 TARANTHIP HOME SUKHAPIBAN 3 HUAMARK, BANGKOK, THAILAND
Chulaluck Petchpradub 1,000
2/50 MOO 5 VIBHAVADEE-RUNGSIT ROAD, THUNGSONGHONG DONMUANG, BANGKOK, THAILAND
