Exhibit 2.2
BUSINESS PURCHASE AND
STOCK ACQUISITION AGREEMENT
AGREEMENT by and among Atlantic Technologies
International, Inc., a Florida corporation ("ATI" or
"Company"), Paul Sachdeva and Robert P. Long
("Shareholders"), owners of all of the outstanding
shares of the Company, and iShopper.com, Inc., a Nevada
corporation ("iShopper").
The parties hereto agree as follows:
A. FACTS AND OBJECTIVES
iShopper desires to acquire from
Shareholders all of the outstanding shares of the
Company in exchange for certain shares of iShopper, and
Shareholders desire to exchange all the shares of
Company for shares of stock of iShopper, according to
the terms herein.
B. TERMS AND CONDITIONS
1. Plan of Reorganization.
Shareholders are the owners of all of the issued and
outstanding stock of Company, which consists of 1,100
shares of common stock par value of $1.00 per share
(the "Company Shares"). It is the intention of the
parties hereto that all of the issued and outstanding
capital stock of Company will be acquired by iShopper
in exchange solely for 397,000 shares of the common
stock of iShopper (the "iShopper Shares"), under the
terms and conditions herein. In addition, iShopper
Purchaser will also provide or assure financing for the
Company's capital needs, according to the terms set
forth in paragraph 3 below.
2. Exchange and Delivery of Shares.
iShopper and Shareholder agree that the Company Shares
will be exchanged with iShopper for the iShopper
Shares. On the closing date, Shareholders will deliver
a stock certificate or certificates for all of the
outstanding stock of Company, duly endorsed by
Shareholders, as their interests may appear, so as to
make iShopper the sole owner of the Company Shares,
free and clear of all liens, claims and encumbrances;
iShopper shall issue to Shareholders, at closing, in
proportion to their respective interests in the Company
Shares, 397,000 common shares of iShopper, and to
those individuals identified on the attached schedule
of option holders ("Option Holders") 3,000 options for
iShopper common shares, exercisable at the rate of
$0.10/share and vesting as described below. All common
shares shall be issued and restricted under SEC Rule
144. Of these total shares and options, 238,200 shares
shall be certificated, surrendered and released to
Shareholders, and 1,800 options shall vest with Option
Holders, at closing; the remaining 158,800 shares will
be issued and certificated in Shareholders' names but
shall held by the Secretary of iShopper, to be released
to Shareholders upon satisfaction of those performance
milestones defined at Schedule A hereto, at which time
Option Holders' rights to the remaining 1,200 options
shall also vest. The escrowed stock and remaining
options will be released to Shareholders and Option
Holders, respectively, according to their respective
interests therein, at a rate of 79,400 shares and 600
options per milestone achieved.
The certificates delivered to Shareholders pursuant to
this Agreement shall bear a legend in substantially the
following form (to which terms Shareholders agree):
"The shares of stock represented by this
certificate have not been registered under
the Securities Act of 1933, as amended, or
under the securities laws of any state. The
shares of stock have been acquired for
investment and may not be sold, offered for
sale or transferred in the absence of an
effective registration under the Securities
Act of 1933, as amended, and any applicable
state securities laws, or an opinion of
counsel satisfactory in form and substance
to counsel for World Wireless
Communications, Inc. that the transaction
shall not result in a violation of federal
or state securities laws."
3. Operating Capital to be Advanced
to Company: iShopper is fully informed of and
acknowledges the Company's cash flow needs. In that
connection, Purchaser confirms its agreement to advance
to Company $300,000 by June 15, 2000, and will assure
additional advances, or will assist the Company to
obtain a line of credit, for an additional $700,000,
subject to an agreement on use of funds, the Company's
performance and a budget mutually agreed upon between
Purchaser and Company's management. Funds thus advanced
to the Company are to be dedicated to operating capital
and to satisfy or service existing Company obligations,
as disclosed on the Company's current financial
statements, attached hereto as Schedule B. All funds
thus advanced are intended, and shall be posted, as
loans from Purchaser to the Company and shall be repaid
from Company's available operating revenue, with
interest at the periodic prime rate published by
BankOne, Utah, N.A. As and to the extent that said
funds are utilized, in the discretion of the Company's
management and directors, to pay down or satisfy
existing loan obligations, Purchaser shall, upon
satisfaction of said notes, be subrogated to the rights
of the payees thereunder.
4. Divestiture of Real Property.
ATI shall divest of that certain office building
currently owned or being purchased by ATI, subject to
ATI's reservation of a lease, at fair market values,
for such portion of such building as ATI may reasonably
require for its operations.
5. Employment Agreements. The
Company has disclosed and will disclose to iShopper all
employment agreements in force or effect as of the
Closing Date. iShopper has agreed that Paul Sachdeva
shall be retained as President of the Company, after
the Closing Date, and will also be engaged by iShopper
as its Chief Information Officer, under separate
contract, both subject to Sachdeva's execution of
employment agreements with ATI and iShopper in a form
consistent with that utilized by iShopper and its
subsidiaries. The Company further represents and
confirms that it has obtained or, by the closing date,
shall obtained agreements of confidentiality and
nondisclosure from all current employees and,
furthermore, that it has obtained or, by the closing
date, shall have obtained from all key employees
agreements not to compete with the Company while
employed by Company or for a period of three years
after the termination of employment, for any reason,
and within any geographical market in which the Company
is actively engaged at any time over the period of
employment. Company and iShopper shall cooperate in
establishing a bonus schedule for Company's key
employees, consistent with the bonus schedule for key
employees of iShopper's other subsidiaries. In
addition, Company's key employees shall be entitled to
participate in iShopper's employee incentive stock
option plan, as and to the extent that the plan is
established and available to other iShopper employees.
Company employees shall be subject to the policies and
conditions governing all employees of iShopper and its
subsidiaries.
6. Representations and Warranties of
Shareholders. Shareholders and Company represent and
warrant as follow:
a. Shareholders are and will be as
of the closing date, the sole owner of all
of the outstanding shares of Company, which
shares are and will be free from any claims,
liens, or other encumbrances, and
Shareholders have the unqualified right to
transfer said shares.
b. The Company Shares constitute
validly issued shares of Company, fully paid
and nonassessable.
c. True copies of the unaudited
financial statements or balance sheets of
the Company, as of the fiscal year ended
December 31, 1999, have been delivered by
the Company to Purchaser and are attached
hereto at Schedule B. Said financial
statements are true and correct in all
material respects, are fully auditable and
present an accurate and complete disclosure
of the financial condition of the Company as
of said date. There has been no material
change in the financial condition of Company
since the date of said statements except as
set forth in the disclosures or exceptions
detailed at Schedule C; there are no
substantial liabilities, either fixed or
contingent, not reflected in such financial
statements other than contracts or
obligations in the usual course of business;
and no such contracts or obligations in the
usual course of business are liens or other
liabilities which, if disclosed, would alter
substantially the financial condition of
Company as reflected in such financial
statements. All books and records are
available to permit the preparation of
audited financial statements within
forty-five (45) days after Closing. The
parties understand that ATI will divest real
property which may have been or be included
in financial statements to date.
d. Neither Company nor any
Shareholder is involved in any pending
litigation or governmental investigation or
proceeding, and no threats or claims of
litigation or governmental investigation
have been asserted against Company, except
as set forth at Schedule C.
e. Shareholders have been supplied
with this Agreement are familiar with and
understand its contents.
f. Shareholders, in determining to
acquire the iShopper Shares, have relied
solely on their own analysis of information
obtained from iShopper and the advice of
Shareholders' legal counsel and accountants
or other financial advisors with respect to
the tax and other consequences involved in
purchasing iShopper Shares.
g. Shareholders understand and
acknowledge that their rights to the
iShopper Shares will be governed by the
terms and conditions of the Agreement.
h. The iShopper Shares being
acquired will be acquired for Shareholders'
own accounts without a view to public
distribution or resale and that Shareholders
have no contract, undertaking, agreement, or
arrangement to sell or otherwise transfer or
dispose of any iShopper Shares or any
portion thereof to any person;
i. Shareholders (i) can bear the
economic risk of the purchase of iShopper
Shares, including the loss of their
respective and entire investment, (ii) have
such knowledge and experience in business
and financial matters as to be capable of
evaluating the merits and risks of an
investment in iShopper Shares, (iii)
understand that there is no guarantee that
the actual performance of iShopper under any
circumstances will match and projections
which may have been made, and that such
actual performance may differ substantially
from what is represented in any such
projections.
j. Shareholders acknowledge and
understand that the iShopper Shares have not
been registered under the 1933 Act or the
securities laws of any state and are subject
to substantial restrictions on transfer as
described in the Agreement.
k. Shareholders will not sell or
otherwise transfer ownership or dispose of
any iShopper Shares or any portion thereof
unless (i) such iShopper Shares are
registered under the 1933 Act and any
applicable state securities laws or
Shareholder obtains an opinion of counsel
which is satisfactory to iShopper that such
iShopper Shares may be sold in reliance on
an exemption from such registration
requirements, and (ii) the transfer is
otherwise made in accordance with this
Agreement.
l. Shareholders understand that (i)
iShopper has no obligation or intention to
register any iShopper Shares for resale or
transfer under the 1933 Act or any state
securities laws or to take any action
(including the filing of reports or the
publication of information as required by
Rule 144 under the 1933 Act) which would
make available any exemption from the
registration requirements of any such laws
and (ii) Shareholders therefore may be
precluded from selling or otherwise
transferring ownership of or disposing of
any iShopper Shares or any portion thereof
for an indefinite period of time or at any
particular time.
m. Shareholders acknowledge that
Shareholders have been encouraged to rely
upon the advice of Shareholders' legal
counsel and accountants or other financial
advisors with respect to the tax and other
considerations relating to the purchase of
iShopper Shares and has been offered, during
the course of discussions concerning the
acquisition of iShopper Shares, the
opportunity to ask such questions and
inspect such documents (including the books
and records and financial statements)
concerning iShopper and its business and
affairs as Shareholder has requested so as
to understand more fully the nature of the
investment and to verify the accuracy of the
information supplied.
n. (i) Shareholders are each at
least 21 years of age; (ii) Shareholders are
all United States citizens; (iii)
Shareholders have adequate means of
providing for Shareholders' current needs
and personal contingencies; (iv)
Shareholders have no need for liquidity in
Shareholders' investments; (v) Shareholders
maintain their respective principal
residences at the addresses shown below for
each; and (vi) all investments in and
commitments to non-liquid investments are,
and after the purchase of iShopper Shares
will be, reasonable in relation to
Shareholders' respective net worth and
current needs.
o. Shareholders understand that no
federal or state agency including the
Securities and Exchange Commission or the
securities commission or authorities of any
state has approved or disapproved the
iShopper Shares, passed upon or endorsed the
merits of the Offering, or made any finding
or determination as to the fairness of the
iShopper Shares for public investment.
p. Shareholders understand that the
iShopper Shares are being offered and sold
in reliance on specific exemptions from the
registration requirements of federal and
state laws and that iShopper is relying upon
the truth and accuracy of the
representations, warranties, agreements,
acknowledgments, and understandings set
forth herein in order to determine the
suitability of Shareholder to acquire the
iShopper Shares.
q. That the information set forth
herein concerning Shareholder is true and
correct.
r. Shareholders are all "accredited
investors" as that term is defined in
Regulation D promulgated under the
Securities Act of 1933 (the "1933 Act"), in
that each (i) has an individual net worth,
or joint net worth with his or her spouse,
of at least $1,000,000, or (ii) has had
individual income in excess of $200,000, or
joint income with his or spouse in excess of
$300,000, in each of the last two years, and
has a reasonable expectation of reaching the
same income level in the current year.
7. Representations and Warranties of iShopper
a. As of the closing date, the
iShopper shares to delivered to Shareholder
will constitute the valid and legally issued
shares of iShopper, fully paid and
nonassessable.
b. The officers of iShopper are duly
authorized to execute the agreement and have
obtained any authorization required of its
stockholders.
c. As of the closing date, iShopper
will be in good standing as a Nevada
corporation.
d. The financial statements of
iShopper attached hereto as Schedule D
fairly and accurately represent the
financial condition of iShopper as of the
date of said statements; there has been no
material change in the financial condition
of iShopper since the date of said
statements except as set forth in the
disclosures or exceptions detailed at
Schedule C; there are no substantial
liabilities, either fixed or contingent, not
reflected in such financial statements other
than contracts or obligations in the usual
course of business; and no such contracts or
obligations in the usual course of business
are liens or other liabilities which, if
disclosed, would alter substantially the
financial condition of iShopper as reflected
in such financial statements.
8. Conditions of Closing. The
closing shall occur not later than May 26, 2000 at
11:00 a.m., at the offices of iShopper, at on such date
and at such time as the parties mutually agree, and
shall be effective as of the date of closing.
9. Delivery of Records. Shareholders agree to
deliver on or before the closing date, or at such time
as may be mutually agreeable to the parties, such
documents and corporate records as iShopper may request.
10. Survival. All representations and
warranties herein shall survive the closing.
11. Governing Law. This Agreement shall
be construed in accordance with, and governed by, the laws
of the State of Utah, and venue with respect to any
dispute shall be fixed in the Third Judicial District
Court, in and for Salt Lake County, State of Utah.
12. Notices. All communications under
this Agreement shall be in writing, shall be delivered
personally, sent by facsimile transmission or mailed by
first class mail, postage prepaid, to the telecopy
numbers or addresses specified below, or to such other
telecopy number or address as any party hereto may have
furnished in writing to the others, and shall be deemed
to be given on the date of delivery if served
personally, or the first business day after being sent
by telecopy, or the third business day after mailing:
If to iShopper: attn: William E. Chipman, CFO
8722 South 350 East
Sandy, Utah 84070
If Shareholders: c/o Paul Sachdeva
5750 Edgewater Dr.
Orlando, Florida 32810
13. Amendment and Waiver: This Agreement may
be amended, and observance of any term of this agreement
may be waived, with (and only with) the written consent
of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed to be or
shall constitute a waiver of any other provision,
whether or not similar, nor shall any waiver constitute
a continuing waiver.
14. Severability. In the event that any particular
provision(s) of this Agreement shall for any reason
hereafter be determined to be unenforceable, or in
violation of any law, governmental order or regulation,
such unenforceability or violation shall not affect the
remaining provisions of this agreement, which shall
continue in full force and effect and be binding upon
the respective parties hereto.
15. Attorneys' Fees. The non-prevailing party,
as determined by the Court, in a judicial proceeding for
breach of any of the provisions of this Agreement shall
be fully responsible for and pay the prevailing party's
reasonable attorneys' fees, costs, and expenses.
16. Captions. The section and/or paragraph titles
or captions used in this Agreement are inserted only as
and intended solely for convenience of reference, and
shall in no manner modify, limit, explain, construe,
describe the scope of intent, or in any other way
affect the terms of this Agreement.
SHAREHOLDERS
By: /s/ Paul Sachdeva
---------------------
Paul Sachdeva
By: /s/ Robert P. Long
----------------------
Robert P. Long
ATLANTIC TECHNOLOGIES
INTERNATIONAL, INC.
By: /s/ Paul Sachdeva
------------------------
Paul Sachdeva, President
iSHOPPER.com, INC.
By: /s/ William E. Chipman, Sr.
------------------------------
William E. Chipman, Sr., CFO
<PAGE>
SCHEDULE A
PERFORMANCE MILESTONES
iShopper shares held by the Secretary in escrow against
performance by ATI, shall be released to Shareholder
upon satisfaction of the following:
1. 79,400 shares (and 600 options) shall be released
and delivered to Shareholders and Option Holders at and
upon the condition of ATI's reaching $6 million in
gross sales within the twelve-month period from and
after the Closing Date.
2. 79,400 shares (and options) shall be released and
delivered to Shareholders and Option Holders at upon
the condition that ATI's operations are profitable for
the twelve-month period from and after the Closing Date.
<PAGE>
SCHEDULE OF OPTION HOLDERS OF
ATLANTIC TECHNOLOGIES INTERNATIONAL, INC.
The following employees of Atlantic
Technology, Inc. are identified as "Option Holders" for
purposes of paragraph 2 of the foregoing Business
Purchase and Stock Acquisition Agreement. Each Option
Holder identified is granted options to purchase up to
500 common and restricted shares of iShopper.com, Inc.,
exercisable at a price of $.10/share, and vesting as
follows:
a. 60% (or options for up to 300
shares per Option Holder) shall
vest as of July 1, 2001, on the
condition that the Option Holder
shall have been continuously
employed by Atlantic Technology,
Inc. from July 1, 2000 to said
vesting date.
b. The remaining 40% (or options for
up to 200 additional shares per
Option Holder) shall vest as of
July 1, 2002, on the condition
that the Option Holder shall have
been continuously employed by
Atlantic Technology, Inc., from
July 1, 2000 to said vesting date.
Any options not vesting as provided above
shall expire.
OPTION HOLDERS
Employee ATI Hire Date
------------------- -------------
FLOWERS, Shelton L. 05/10/99
HORGAN, James D. 09/16/97
RAINWATER, Todd H. 07/09/99
ROMAN, Frances 05/15/97
THOMPSON, James E. 02/29/00
YU, Jeffrey C. 05/03/99
