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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 7, 1999
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Date of Report (date of earliest event reported)
MEDTECH, INC.
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Exact name of Registrant as Specified in its Charter
Nevada 33-8420-D 84-1037630
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
20750 Ventura Boulevard, Suite 202
Woodland Hills, California 91364
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Address of Principal Executive Offices, Including Zip Code
(818) 710-9813
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Registrant's Telephone Number, Including Area Code
High Hopes, Inc.
5770 South Beech Court, Greenwood Village, Colorado 80121
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Former Name or Former Address, if Changed Since Last Report
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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On January 7, 1999, Medtech, Inc. (formerly "High Hopes, Inc.") (the
"Company") completed the acquisition of certain rights to a JAVA-based, on-
line healthcare management system in exchange for 41,417,176 shares (post-
split) of the Company's common stock (approximately 80% of the shares now
outstanding). In connection with this transaction, the Company completed a 5
for 1 forward stock split having a record date of January 4, 1999.
The stock issuance was made pursuant to a Stock Acquisition and
Technology Transfer Agreement ("Agreement") between the Company and Sanga e-
Health LLC ("SEH"). The terms of the Agreement were the result of
negotiations between the managements of the Company and SEH. However, the
Board of Directors did not obtain any independent "fairness" opinion or other
evaluation regarding the terms of the Agreement, due to the cost of obtaining
such opinion or evaluation.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement, together with the schedules thereto, which is
filed as Exhibit 10 hereto, and is incorporated herein by this reference.
As a result of the transaction with SEH and the issuance of the
41,417,176 shares of the Company's common stock, following are those persons
known by the Company to own 5% or more of the Company's Voting Stock:
Percent of
Number of Outstanding
Name and Address Voting Shares Voting Shares
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Sanga e-Health LLC 41,417,176 (1) 80.0%
Suite 700
600 Wilshire Boulevard
Los Angeles, CA 90017
Trayton Securities LLC 4,000,000 7.7%
Suite 70
8306 Wilshire Boulevard
Beverly Hills, CA 90211
Mitchell J. Stein 41,417,176 (1) 80.0%
Suite 700
600 Wilshire Boulevard
Los Angeles, CA 90017
John F. Andrews 41,417,176 (1) 80.0%
Building 300, Suite 100
10151 Deerwood Park Blvd.
Jacksonville, FL 32256
All Directors and Officers 41,417,176 (1) 80.0%
as a Group
___________________
(1) These shares are beneficially owned by Messrs. Stein and Andrews by
virtue of their positions as Managers of Sanga e-Health LLC.
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Effective on the closing of the acquisition, the Company's Officers and
Directors were as follows:
John F. Andrews - President and Director
John F. Andrews has served as Chief Executive Officer of Sanga
International Inc. since April 1998. Mr. Andrews is responsible for setting
Sanga's strategic business direction and overseeing the firm's global
operations.
Prior to joining Sanga, Mr. Andrews was Chief Information Officer of CSX
Corporation and Chief Executive Officer of CSX Technology. Under John
Andrews' leadership, "CIO Magazine" named CSX Corporation as one of its top
Information Technology (IT) achievers in 1996, 1997 and 1998. During the same
period, CSX Corporation was also named as one of the Top 100 IT Organizations
by "Computerworld."
Previous to CSX, Mr. Andrews was Vice-President and General Manager of
several business units at GTE, including health, government and
telecommunications.
John Andrews holds a Bachelor's Degree in Business Administration from
Whitworth College and a Master's of Business Administration from the
University of Puget Sound.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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General
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On January 7, 1999, the Company acquired certain rights to a JAVA-based,
on-line, healthcare management system from Sanga e-Health LLC ("SEH") in
exchange for 41,417,176 shares of the Company's common stock. SEH is a joint
venture which was formed during December 1998 between Sanga International,
Inc. ("Sanga") and HealthMed, Inc. ("HealthMed").
The initial application of the technology acquired by the Company has
been in the healthcare industry, but management believes that the technology
also has applications in other industries. The Company holds the exclusive
right to develop, market and license the software in all industries outside
the healthcare industry and the Company has the exclusive right to all non-
healthcare proceeds exceeding $5 million.
The healthcare management system is being marked by Sanga, a leading
worldwide provider of JAVA enterprise solutions and packaged applications
software. The Company will receive a royalty of 7% of the gross revenues that
Sanga receives from licensing the software plus a royalty of 25% of the net
revenues received by Sanga. In addition, the Company is to be reimbursed by
Sanga for all costs and expenses expended in connection with the operation of
its business as it relates to the future development of the software.
The healthcare management system being marketed under the tradename e-
MedSoft.com, was developed by SEH, a joint venture between Sanga and
HealthMed. HealthMed's MediManager Healthcare Management System, a
comprehensive registration-to-release system with extensive management
reporting and fraud elimination capabilities, that has been successfully
deployed at major clinics and hospitals in Los Angeles for more than four
years, provides the functional basis for the product. Sanga has combined its
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industry leading Sanga Enterprise Solutions 4-tier Distributed Object
Computing platform using the JAVA technology of Sun Microsystems to create the
healthcare industry's first enterprise-class, web-developed healthcare
management system.
The Software License Agreement between SEH and Sanga was executed on
December 2, 1998, and Sanga has already received software installation
contracts with several large healthcare organizations.
Description of e-MedSoft.com
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The e-MedSoft.com solution is a complete healthcare management system.
Within it are contained specific applications and functions, including
eligibility management, patient care, referral management, claims management,
scheduling, census management, utilization management, medical records and
reporting. These applications can be implemented in a traditional solution,
licensing and housing the software within the medical organization, or via a
service provider on a subscription basis. Through the Internet its JAVA-based
integrator allows e-MedSoft.com to communicate across diverse platforms and
languages, allowing for the interlink of doctors, hospitals, clinics, HMO's,
insurance companies, and government agencies. Users with an existing legacy
system can, through the Java integrator, easily access and use e-MedSoft.com
for communication with other medical facilities. Further, very specialized
medical applications on diagnosis, care outcome analysis, knowledge data bases
and drug interaction can easily be adapted to, and delivered through, the e-
MedSoft.com system.
Users of e-MedSoft.com will be charged a small up-front installation fee,
and an ongoing subscription fee based on transaction volume.
The e-MedSoft.com product appeals to two basic drivers in the medical
industry -- the need to control (and reduce) costs, and the need to manage
information, particularly across organizational boundaries. Management
believes that the ease and low cost with which it can be implemented, its
Internet connectivity, and its ability to allow for the exchange of
information across diverse platforms and systems should enable the product
to compete favorably with any competing products.
Sanga
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Sanga is a leading worldwide provider of JAVA enterprise solutions and
packaged application software with revenues in excess of $30 million during
1998. Sanga operates in 16 countries worldwide, with over 400 employees and
contractors.
Sanga has developed a strategic partnership with Sun Microsystems that is
more than two years old. Under several key strategic agreements with Sun,
Sanga will continue to co-develop, co-market and co-sell its solutions with
Sun to further penetrate its vertical markets. Sun has provided the Company
access to Sun's large installed base of pre-qualified customers. To date, the
Company and Sun have engaged in extensive joint marketing programs, and Sun
has provided the Company with introductions to its key customers which have
led to shortened sales cycles. The significance of this relationship is
highlighted with Masood Jabbar's, president of Computer Systems, Sun
Microsystems, Inc., recent acceptance to join the board of directors of Sanga.
Additionally, Sanga enjoys special privileges as a strategic partner through
two joint marketing agreements, the U.S. Premier Catalyst Development Program
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(Premier ISV) and the Sun JavaStar Showcase Program. Only 60 Sun ISV's out of
several thousand are afforded the status of a Premier ISV. As a Premier ISV,
Sanga has direct access to Sun's installed customer base and has a dedicated
account team that markets Sanga solutions to the Sun Worldwide Field Sales
Force. Additionally, Sun develops, in combination with Sanga, specialized
internally and externally focused marketing programs that are funded
exclusively by Sun.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) FINANCIAL INFORMATION OF BUSINESSES ACQUIRED. The financial
statements required by Rule 3-05(b) of Regulation S-X for Sanga e-Health LLC
are not yet available, and will be filed by amendment on or before March 23,
1999.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial
information required by Article 11 of Regulation S-X is not yet available, and
will be filed by amendment on or before March 23, 1999.
(c) EXHIBITS.
Exhibit 10 Stock Acquisition and Technology Transfer Agreement
dated December 22, 1998, between Medtech, Inc.
(formerly "High Hopes, Inc.") and Sanga e-Health LLC
(filed herewith electronically)
SIGNATURES
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.
MEDTECH, INC.
Dated: January 19, 1999 By:/s/ John F. Andrews
John F. Andrews, President
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STOCK ACQUISITION AND
TECHNOLOGY TRANSFER AGREEMENT
This Stock Acquisition and Technology Transfer Agreement (the
"Agreement") is entered into as of this 29th day of December 1998, by and
between Sanga e-Health LLC, a California Limited Liability Company, on the one
hand ("SEH") and Medtech, Inc., a Nevada corporation, on the other hand
("MEDTECH").
RECITALS
WHEREAS, MEDTECH is a publicly-traded company which has evaluated and
wishes to acquire certain technology rights owned by SEH in order to maximize
MEDTECH's future business development for the benefit of MEDTECH and its
shareholders; and
WHEREAS, SEH is a software technology company which has acquired and
developed certain valuable technology and royalty rights in the health care
industry, which SEH believes has applicability not only in health care but in
other industries as well;
WHEREAS, SEH desires to sell and transfer the above-referenced technology
rights to MEDTECH in exchange for MEDTECH issuing to SEH 41,417,176 restricted
shares of common stock (post-split) of MEDTECH, which will represent 80% of
the total MEDTECH shares issued and outstanding on the Closing.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
representations set forth below and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereby agree
as follows:
ARTICLE 1
ISSUANCE OF SECURITIES IN EXCHANGE
FOR ASSIGNMENT OF TECHNOLOGY
1.1 Issuance of Shares. Subject to the terms and conditions of this
Agreement, MEDTECH hereby agrees to issue to SEH on the Closing Date,
41,417,176 shares of common stock (post-split) of MEDTECH which shall be fully
restricted under Rule 144 but shall also be free and clear of any and all
encumbrances.
1.2 Assignment of Technology. In exchange for the 41,417,176 shares of
MEDTECH being issued to SEH, SEH hereby agrees to transfer and assign to
MEDTECH, on the Closing, fully and absolutely, all right, title and interest
of SEH in and to the software rights referenced in the Software License
Agreement executed on December 2, 1998 between SEH and Sanga Corporation
(hereinafter "Software" and as referred to hereinafter the Software License
Agreement is referred to hereinafter as "Software Agreement"), and SEH agrees
that MEDTECH shall be the sole owner and beneficiary of all rights held by SEH
in and to the Software -- including the exclusive right of ownership with
respect to the Software as well as all enhancements and upgrades thereof --
save and except the royalty rights granted to Sanga Corporation by SEH under
the Software Agreement. MEDTECH is further granted a royalty of seven percent
(7%) of the gross revenues that Sanga Corporation receives from the licensing
of the Software, and MEDTECH is further granted SEH's rights under the
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agreement with Sanga Corporation to be reimbursed for all costs and expenses
of any kind expended in connection with the operation of its business
pertaining to the future development of the software. Further, MEDTECH shall
have the exclusive right to develop, market and license the software in all
industries outside the health care industry and MEDTECH shall have the
exclusive right to all non health care proceeds exceeding $5,000,000.00.
1.3 Exemption from Registration. The parties hereto intend that the
Common Stock to be issued by MEDTECH to SEH shall be exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), pursuant to Section 4(2) of the Act and the rules and regulations
promulgated thereunder.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF MEDTECH
Except as disclosed in Schedule 2 which is attached hereto and
incorporated herein by reference, MEDTECH represents and warrants to SEH that:
2.1 Organization. MEDTECH is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own properties and to carry on business, and it is not now
conducting any business, except to the extent to which the effecting of the
transaction contemplated by this Agreement constitutes doing business.
2.2 Capitalization. The authorized capital stock of MEDTECH consists of
100,000,000 shares of $.001 par value Common Stock of which 1,560,230 shares
of Common Stock are currently issued and outstanding. All of the issued and
outstanding shares of Common Stock are duly authorized, validly issued, fully
paid and nonassessable. There are no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreements or commitments
obligating MEDTECH to issue or to transfer from treasury any additional shares
of its capital stock of any class. MEDTECH will complete a 5 for 1 forward
stock split on January 4, 1999, prior to the Closing.
2.3 Subsidiaries. MEDTECH does not presently have any subsidiaries or
own any interest in any other enterprise (whether or not such enterprise is a
corporation).
2.4 Directors and Officers. Schedule 2 contains the names and titles of
all directors and officers of MEDTECH as of the date of this Agreement.
2.5 Financial Statements. MEDTECH has delivered to SEH its audited
balance sheet and statements of operations and cash flows as of and for the
period ended May 31, 1998 and its unaudited balance sheet and statement of
operations for the three months ended August 31, 1998 (the "Financial
Statements"). The Financial Statements are complete and correct in all
material respects and have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
indicated. The Financial Statements accurately set out and describe the
financial condition and operating results of the Company as of the dates, and
for the periods, indicated therein. As of the Closing, all liabilities of
MEDTECH shall have been paid.
2.6 Absence of Changes. Since August 31, 1998, except for changes in
the ordinary course of business which have not in the aggregate been
materially adverse, to the best of MEDTECH's knowledge, MEDTECH has not
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experienced or suffered any material adverse change in its condition
(financial or otherwise), results of operations, properties, business or
prospects or waived or surrendered any claim or right of material value.
2.7 Absence of Undisclosed Liabilities. To the best of MEDTECH's
knowledge, neither MEDTECH nor any of its assets are subject to any
liabilities or obligations of any nature, whether absolute, accrued,
contingent or otherwise and whether due or to become due, that are not
reflected in the Financial Statements.
2.8 Tax Returns. Within the times and in the manner prescribed by law,
MEDTECH has filed all federal, state and local tax returns required by law and
has paid all taxes, assessments and penalties due and payable.
2.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, SEH
shall have the opportunity to meet with MEDTECH's accountants and attorneys to
discuss the financial condition of MEDTECH. MEDTECH shall make available to
SEH all books and records of MEDTECH.
2.10 Trade Names and Rights. MEDTECH does not use any trademark,
service mark, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications.
2.11 Compliance with Laws. To the best of MEDTECH's knowledge, MEDTECH
has complied with, and is not in violation of, applicable federal, state or
local statutes, laws and regulations (including, without limitation, any
applicable building, zoning, or other law, ordinance, or regulation) affecting
its properties or the operation of its business.
2.12 Litigation. MEDTECH is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or governmental
investigation pending or, to the best knowledge of MEDTECH, threatened against
or affecting MEDTECH or its business, assets, or financial condition. MEDTECH
is not in default with respect to any order, writ, injunction, or decree of
any federal, state, local, or foreign court, department agency, or
instrumentality. MEDTECH is not engaged in any legal action to recover moneys
due to it.
2.13 No Pending Investigation. MEDTECH is not aware of any pending
investigations or legal proceedings by the SEC, any state securities
regulatory agency, or any other governmental agency regarding MEDTECH or any
officers or directors of MEDTECH or any shareholders or controlling persons of
such shareholders.
2.14 Authority. MEDTECH has full corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated by this
Agreement. The Board of Directors of MEDTECH has taken all action required to
authorize the execution and delivery of this Agreement by or on behalf of
MEDTECH, the performance of the obligations of MEDTECH under this Agreement
and the consummation by MEDTECH of the transactions contemplated under this
Agreement. No other corporate proceedings on the part of MEDTECH are
necessary to authorize the execution and delivery of this Agreement by MEDTECH
in the performance of its obligations under this Agreement. This Agreement
is, and when executed and delivered by MEDTECH, will be a valid and binding
agreement of MEDTECH, enforceable against MEDTECH in accordance with its
terms, except as such enforceability may be limited by general principles of
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equity, bankruptcy, insolvency, moratorium and similar laws relating to
creditors rights generally.
2.15 Ability to Carry Out Obligations. Neither the execution and
delivery of this Agreement, the performance by MEDTECH of its obligations
under this Agreement, nor the consummation of the transactions contemplated
under this Agreement will, to the best of MEDTECH's knowledge: (a) violate
any provision of MEDTECH's articles of incorporation or bylaws; (b) with or
without the giving of notice or the passage of time, or both, violate, or be
in conflict with, or constitute a default under, or cause or permit the
termination or the acceleration of the maturity of, any debt, contract,
agreement or obligation of MEDTECH, or require the payment of any prepayment
or other penalties; (c) require notice to, or the consent of, any party to any
agreement or commitment, lease or license, to which MEDTECH is bound; (d)
result in the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of MEDTECH; or (e) violate any
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority to which MEDTECH is bound or subject.
2.16 Validity of MEDTECH Shares. The shares of MEDTECH Common Stock to
be delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.
2.17 Full Disclosure. None of the representations and warranties made
by MEDTECH herein, or in any exhibit, certificate or memorandum furnished or
to be furnished by MEDTECH, or on its behalf, contains or will contain any
untrue statement of material fact, or omit any material fact the omission of
which would be misleading.
2.18 Assets. MEDTECH does not have any assets.
2.19 Material Contracts and Obligations. MEDTECH has no material
contracts to which it is a party or by which it is bound.
2.20 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by MEDTECH in connection with:
(a) the execution and delivery by MEDTECH of its obligations under this
Agreement; (b) the performance by MEDTECH of its obligations under this
Agreement; or (c) the consummation by MEDTECH of the transactions contemplated
by this Agreement.
2.21 Real Property. MEDTECH does not own, use or claim any interest in
any real property, including without limitation any license, leasehold or any
similar interest in real property.
2.22 Articles of Incorporation and Bylaws. The Articles of
Incorporation of MEDTECH and all amendments thereto to date, certified by the
Secretary of State of the State of Nevada, and the by-laws of MEDTECH, as
amended to date, certified by MEDTECH's Secretary or Assistant Secretary, (1)
shall be delivered to MEDTECH at the Closing Date, (2) are true, complete and
correct and (3) have not been further amended subsequent to the date of
delivery of such documents. The minute book of MEDTECH (or a true and correct
copy thereof, certified by the Secretary or Assistant Secretary of MEDTECH)
(1) shall be delivered to legal counsel to SEH at the Closing Date and (2)
correctly reflects all actions taken and resolutions adopted by MEDTECH, the
board of directors and all committees of the board of directors of MEDTECH.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SEH
SEH represents, warrants and covenants to the MEDTECH that as of the date
of this Agreement and through and including the Closing Date:
3.1 Authority of SEH. SEH is a Limited Liability Corporation duly
incorporated and organized, validly existing and in good standing under the
laws of the State of California. SEH has full corporate power and authority
to enter into this Agreement, to consummate these transactions and to comply
with its terms, conditions and provisions. This Agreement constitutes, and
each other agreement and instrument to be executed and delivered pursuant to
the terms of this Agreement (collectively, the "SEH Transaction Documents") by
SEH will constitute, the legal, valid and binding obligation of the SEH
enforceable in accordance with such SEH Transaction Document's terms, except
as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by general equitable principles. Neither the execution and
delivery of this Agreement or other SEH Transaction Documents, nor the
consummation of the transactions contemplated by it or them will conflict with
or result in any violation of or constitute a default under any term of the
Articles of Incorporation or Bylaws of the SEH or any agreement, mortgage,
debt instrument, indenture or other instrument, judgment, decree, order,
award, law or regulation by which the SEH is bound.
3.2 Consents. No consent, approval, authorization or other action by,
or filing or registration with, any federal, state or local governmental
authority or any other person or entity, is required in connection with the
execution and delivery by the SEH of this Agreement, the consummation by the
SEH of the transactions contemplated hereby or the performance of SEH's
obligations hereunder.
3.3 Litigation. There is no action, suit or preceding pending or, to
the best knowledge of the SEH threatened which questions the legality or
propriety of these transactions.
3.4 Disclosures. No representation or warranty by SEH in this Agreement
or any Schedule or Exhibit, or any statement, list or certificate furnished or
to be furnished by the SEH pursuant to this Agreement, or in connection with
these transactions, contains or will contain any untrue statement of a
material fact, or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make the statements contained herein
or therein not misleading.
ARTICLE 4
COVENANTS
4.1 Investigative Rights. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsels, accountants, auditors, and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party's properties, books, contracts, commitments, and
records for the purpose of examining the same. Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request. If the transaction contemplated hereby is not
completed, all documents received by each party and/or its attorneys and
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accountants, auditors or other authorized representatives shall be returned to
the other party who provided same upon request. The parties hereto, their
directors, employees, agents and representatives shall not disclose any of the
information described above unless such information is already disclosed to
the public, without the prior written consent of the party to which the
confidential information pertains. Each party shall take such steps as are
necessary to prevent disclosure of such information to unauthorized third
parties.
4.2 Conduct of Business. Prior to the Closing, MEDTECH and SEH shall
each conduct its business in the normal course, and shall not sell, pledge, or
assign any assets, without the prior written approval of the other party,
except in the regular course of business. Neither MEDTECH nor SEH shall amend
its Articles of Incorporation or Bylaws, declare dividends, redeem or sell
stock or other securities, incur additional or newly-funded liabilities,
acquire or dispose of fixed assets, change employment terms, enter into any
material or long-term contract, guarantee obligations of any third party,
settle or discharge any balance sheet receivable for less than its stated
amount, pay more on any liability than its stated amount, or enter into any
other transaction other than in the regular course of business except as
otherwise contemplated herein.
ARTICLE 5
CONDITIONS PRECEDENT TO MEDTECH'S PERFORMANCE
5.1 Conditions. The obligations of MEDTECH hereunder shall be subject
to the satisfaction, at or before the Closing, of all the conditions set forth
in this Article 5. MEDTECH may waive any or all of these conditions in whole
or in part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by MEDTECH of any other condition of or
any of MEDTECH's other rights or remedies, at law or in equity, if SEH shall
be in default of any of their representations, warranties, or covenants under
this Agreement.
5.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by SEH in this Agreement or in
any written statement that shall be delivered to MEDTECH by SEH under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
5.3 Performance. SEH shall have performed, satisfied, and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the Closing Date.
5.4 Delivery of Assignment. SEH shall have delivered an assignment of
the technology and other rights as set forth in subparagraph 1.2 above.
5.5 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against SEH on or before the Closing Date.
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ARTICLE 6
CONDITIONS PRECEDENT TO SEH'S PERFORMANCE
6.1 Conditions. SEH's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in
this Article 6. SEH may waive any or all of these conditions in whole or in
part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by SEH of any other condition of or any of
SEH's rights or remedies, at law or in equity, if MEDTECH shall be in default
of any of its representations, warranties, or covenants under this Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by MEDTECH in this Agreement or
in any written statement that shall be delivered to SEH by MEDTECH under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 Performance. MEDTECH shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by them, on or before the Closing Date.
6.4 Absence of Litigation. No action, suit or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against MEDTECH on or before the Closing Date.
6.5 Directors MEDTECH. Effective on the Closing, MEDTECH shall have
fixed the size of its Board of Directors at one (1) person, and such Board of
Directors shall John F. Andrews. The current Officer and Director of MEDTECH
shall have submitted his resignation as the sole Officer and Director of
MEDTECH effective on the Closing of this transaction.
6.6 Officers of MEDTECH. Effective on the Closing, MEDTECH shall have
elected the following new Officers of MEDTECH:
John F. Andrews - President
6.7 Legal Opinion. SEH shall have received an opinion of Krys Boyle
Freedman & Sawyer, P.C., as required by Section 7.7 hereof, dated as of the
Closing Date.
6.8 Stock Split. MEDTECH shall have completed a 5 for 1 forward stock
split effective January 4, 1999.
ARTICLE 7
CLOSING
7.1 Closing. The Closing of this transaction shall be held at the
offices of Sanga e-Health LLC, at 600 Wilshire Boulevard, Seventh Floor, Los
Angeles, California, or such other place as shall be mutually agreed upon, on
January 7, 1999, at noon local time. The effective date of the issuance of
the Common Stock will be as of 12:01 p.m. on January 7, 1999. This Agreement
may be rescinded by either party (within its sole discretion) at any time
prior to the Closing.
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7.2 MEDTECH shall deliver to SEH a stock certificate representing
41,417,176 shares (post-split) of MEDTECH restricted common stock registered
in the name of SEH.
7.3 SEH shall deliver to MEDTECH an assignment of the technology and
other rights in accordance with subparagraph 1.2 above and in a form approved
by counsel for MEDTECH.
7.4 MEDTECH shall deliver a signed Consent and/or Minutes of the
Directors and Shareholders of MEDTECH owning a majority of the shares
outstanding approving this transaction, the 5 for 1 forward stock split and
the name change to MEDTECH.
7.5 SEH shall deliver a signed Consent and/or Minutes of the Directors
of SEH approving this Agreement and each matter to be approved by the
Directors of SEH.
7.6 MEDTECH shall deliver to Timothy Brasel a certificate representing
1,000,000 shares (post-split) of MEDTECH restricted common stock registered in
the name of Brasel Family Partners Ltd. in payment of a finder's fee.
7.7 MEDTECH shall deliver to LMU & Company a certificate representing
1,553,144 shares (post-split) of MEDTECH restricted common stock registered in
the name of LMU & Company in payment of a finder's fee and for services.
7.8 MEDTECH shall deliver to LMU & Company warrants to purchase
1,035,429 restricted shares of MEDTECH common stock at $.25 per share for five
years.
7.9 Krys Boyle Freedman & Sawyer, P.C. shall deliver to SEH its legal
opinion substantially in the form of Exhibit 6.7 hereto.
ARTICLE 8
MISCELLANEOUS
8.1 Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
8.2 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
8.3 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
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waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
8.4 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
8.5 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings. There are and have in fact been no restrictions,
promises, warranties or undertakings other than those set forth herein.
Neither this Agreement nor any term hereof may be changed, waived, discharged
or terminated except by a subsequent amendment in writing signed by all
parties hereto.
8.6 Choice of Law. This Agreement and its application shall be governed
by the laws of the State of California, except to the extent its conflict of
laws provisions would apply the laws of another jurisdiction, and California
will be the proper venue for jurisdictional purposes for any actions brought
to enforce this Agreement.
8.7 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice
is to be given, or on the third day after mailing if mailed to the party to
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
MEDTECH:
Timothy J. Brasel, President
Medtech, Inc.
5770 South Beech Court
Greenwood Village, Colorado 80121
Telecopy: (303) 221-7377
with a copy to:
Jon D. Sawyer, Esq.
Krys Boyle Freedman Scott & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 South Tower
Denver, Colorado 80202
Telecopy: (303) 893-2882
SEH:
Mitchell J. Stein, Esq.
SANGA e.HEALTH
600 Wilshire Boulevard, Suite 700
Los Angeles, California 90017
Telecopy: (310) 652-0405
with a copy to:
Asher Leids, Esq.
Donahue, Mesereau & Leids
1900 Avenue of the Stars, Suite 2700
Los Angeles, California 90067-4508
Telecopy: (310) 277-2888
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8.8 Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
8.9 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
8.10 Brokers. Other than as set forth herein, the parties hereto
represent and agree that no broker has brought about the aforementioned
transaction. Each of the parties hereto shall indemnify and hold the other
harmless against any and all claims, losses, liabilities or expenses which may
be asserted against it as a result of its dealings, arrangements or agreements
with any broker or person, except as described in this paragraph.
8.11 Announcements. MEDTECH and SEH will consult and cooperate with
each other as to the timing and content of any announcements of the
transactions contemplated hereby to the general public or to employees,
customers or suppliers.
8.12 Expenses. MEDTECH and SEH will pay their own legal, accounting and
any other out-of-pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is
consummated.
8.13 Exhibits. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for herein above, including any
items referenced therein or required to be attached thereto. Any material
changes to the Exhibits shall be immediately disclosed to the other party.
8.14 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be considered an original instrument and all
of which together will be considered one and the same agreement, and will
become effective when counterparts, which together contain the signatures of
each party, will have been delivered to MEDTECH and the SEH. Delivery of
executed signature pages by facsimile transmission will constitute effective
and binding execution and delivery of this Agreement.
AGREED TO AND ACCEPTED as of the date first above written.
MEDTECH, INC. SANGA E-HEALTH LLC
By /s/ Timothy J. Brasel By /s/ Mitchell J. Stein
Timothy J. Brasel, President Mitchell J. Stein, Chairman
By /s/ John F. Andrews
John F. Andrews, President
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